Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 31, 2019 | Dec. 06, 2019 | |
Entity Registrant Name | Rafael Holdings, Inc. | |
Entity Central Index Key | 0001713863 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Shell Company | false | |
Document Fiscal Year Focus | 2020 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Emerging Growth Company | true | |
Entity File Number | 000-55863 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State country code | DE | |
Class A common stock | ||
Entity Common Stock Shares Outstanding | 787,163 | |
Class B common stock | ||
Entity Common Stock Shares Outstanding | 14,997,251 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Oct. 31, 2019 | Jul. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 10,771 | $ 12,024 |
Trade accounts receivable, net of allowance for doubtful accounts of $170 and $122 at October 31, 2019 and July 31, 2019, respectively | 229 | 450 |
Due from Rafael Pharmaceuticals | 120 | 280 |
Prepaid expenses and other current assets | 540 | 507 |
Total current assets | 11,660 | 13,261 |
Property and equipment, net | 48,588 | 48,733 |
Investments - Rafael Pharmaceuticals | 70,018 | 70,018 |
Investments - Other Pharmaceuticals | 2,000 | 2,000 |
Investments - Hedge Funds | 5,088 | 5,125 |
Deferred income tax assets, net | 20 | 19 |
In-process research and development and patents | 1,575 | 1,575 |
Other assets | 1,451 | 1,412 |
TOTAL ASSETS | 140,400 | 142,143 |
CURRENT LIABILITIES | ||
Trade accounts payable | 621 | 795 |
Accrued expenses | 564 | 605 |
Other current liabilities | 15 | 27 |
Total current liabilities | 1,200 | 1,427 |
Due to Related Party | 28 | 65 |
Convertible note, net of discount of $ - and $54 - Related Party | 14,946 | |
Other liabilities | 210 | 292 |
Accrued interest on convertible note - Related Party | 649 | |
TOTAL LIABILITIES | 1,438 | 17,379 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY | ||
Additional paid-in capital | 128,642 | 112,898 |
Accumulated deficit | (7,438) | (5,840) |
Accumulated other comprehensive income | 3,790 | 3,784 |
Total equity attributable to Rafael Holdings, Inc. | 125,151 | 110,981 |
Noncontrolling interests | 13,811 | 13,783 |
TOTAL EQUITY | 138,962 | 124,764 |
TOTAL LIABILITIES AND EQUITY | 140,400 | 142,143 |
Class A common stock | ||
EQUITY | ||
Common stock value | 8 | 8 |
Total equity attributable to Rafael Holdings, Inc. | 8 | 8 |
TOTAL EQUITY | 8 | 8 |
Class B common stock | ||
EQUITY | ||
Common stock value | 149 | 131 |
Total equity attributable to Rafael Holdings, Inc. | 149 | 131 |
TOTAL EQUITY | $ 149 | $ 131 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2019 | Jul. 31, 2019 |
Allowance for doubtful accounts | $ 170 | $ 122 |
Convertible debt, net of discount | $ 0 | $ 54 |
Common Stock, Series A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 787,163 | 787,163 |
Common stock, shares outstanding | 787,163 | 787,163 |
Common Stock, Series B | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 14,997,251 | 13,142,502 |
Common stock, shares outstanding | 14,997,251 | 13,142,502 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
REVENUES: | ||
Rental – Third Party | $ 346 | $ 383 |
Rental – Related Party | 520 | 521 |
Parking | 224 | 231 |
Other – Related Party | 120 | |
Total Revenues | 1,210 | 1,135 |
COSTS AND EXPENSES: | ||
Selling, general and administrative | 2,041 | 1,453 |
Research and development | 245 | 373 |
Depreciation and amortization | 466 | 429 |
Loss from operations | (1,542) | (1,120) |
Interest (expense) income, net | (64) | 101 |
Net loss resulting from foreign exchange transactions | (5) | |
Loss on sales of marketable securities, net | (10) | |
Unrealized gain on sales of marketable securities | 333 | |
Unrealized loss on investments - Hedge Funds | (37) | |
Loss before income taxes | (1,648) | (696) |
(Provision for) benefit from income taxes | (4) | 31 |
Net Loss | (1,652) | (665) |
Net loss attributable to noncontrolling interests | (54) | (184) |
Net loss attributable to Rafael Holdings, Inc. | (1,598) | (481) |
OTHER COMPREHENSIVE LOSS | ||
Net Loss | (1,652) | (665) |
Foreign currency translation adjustments | 6 | 78 |
Total Comprehensive Loss | (1,646) | (587) |
Comprehensive income (loss) attributable to noncontrolling interests | 2 | (9) |
Total Comprehensive Loss attributable to Rafael Holdings, Inc. | $ (1,648) | $ (596) |
Loss per share attributable to Rafael Holdings, Inc. common shareholders: | ||
Basic and diluted | $ (0.10) | $ (0.04) |
Weighted average number of shared used in calculation of loss per share: | ||
Basic and diluted | 15,640,683 | 12,566,358 |
Consolidated Statements of Shar
Consolidated Statements of Shareholder's Equity (Unaudited) - USD ($) $ in Thousands | Common Stock, Series A | Common Stock, Series B | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interests | Total |
BALANCE at Jul. 31, 2018 | $ 8 | $ 118 | $ 103,636 | $ (1,108) | $ 4,043 | $ 9,427 | $ 116,124 |
BALANCE, SHARES at Jul. 31, 2018 | 787,163 | 11,762,346 | |||||
Net loss | (481) | (184) | (665) | ||||
Adoption effect of ASU 2016-01 | (39) | 39 | |||||
Stock based compensation | 30 | 30 | |||||
Stock options exercised | $ 0 | 118 | 118 | ||||
Stock options exercised, shares | 24,051 | ||||||
Foreign currency translation adjustment | 78 | 78 | |||||
BALANCE at Oct. 31, 2018 | $ 8 | $ 118 | 103,784 | (1,628) | 4,160 | 9,243 | 115,685 |
BALANCE, SHARES at Oct. 31, 2018 | 787,163 | 11,786,397 | |||||
BALANCE at Jul. 31, 2019 | $ 8 | $ 131 | 112,898 | (5,840) | 3,784 | 13,783 | 124,764 |
BALANCE, SHARES at Jul. 31, 2019 | 787,163 | 13,142,502 | |||||
Net loss | (1,598) | (54) | (1,652) | ||||
Stock based compensation | 94 | 94 | |||||
Stock based compensation, Shares | 5,000 | ||||||
Shares issued for convertible note | $ 18 | 15,650 | 15,668 | ||||
Shares issued for convertible note, shares | 1,849,749 | ||||||
Conversion of LipoMedix bridge notes | 82 | 82 | |||||
Foreign currency translation adjustment | 6 | 6 | |||||
BALANCE at Oct. 31, 2019 | $ 8 | $ 149 | $ 128,642 | $ (7,438) | $ 3,790 | $ 13,811 | $ 138,962 |
BALANCE, SHARES at Oct. 31, 2019 | 787,163 | 14,997,251 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Operating activities | ||
Net loss | $ (1,652) | $ (665) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 466 | 429 |
Deferred income taxes | 1 | (40) |
Net gain on sales of marketable securities | (323) | |
Unrealized loss on investments - Hedge Funds | 37 | |
Provision for doubtful accounts | 48 | |
Stock-based compensation | 94 | 30 |
Amortization of debt discount | 54 | |
Change in assets and liabilities: | ||
Trade accounts receivable | 173 | (92) |
Prepaid expenses and other current assets | 217 | (63) |
Other assets | (289) | (13) |
Trade accounts payable and accrued expenses | (196) | (138) |
Other current liabilities | (12) | (6) |
Due to Related Party | (37) | 171 |
Due from Related Party | 160 | |
Other liabilities | (14) | |
Net cash used in operating activities | (936) | (724) |
Investing activities | ||
Purchases of property and equipment | (321) | (26) |
Proceeds from sale and maturity of marketable securities, net | 5,820 | |
Purchase of marketable securities | (953) | |
Investment in Rafael Pharmaceuticals | (10,000) | |
Net cash used in investing activities | (321) | (5,159) |
Financing activities | ||
Proceeds from exercise of options | 118 | |
Net cash provided by financing activities | 118 | |
Effect of exchange rate changes on cash and cash equivalents | 4 | 48 |
Net decrease in cash and cash equivalents | (1,253) | (5,717) |
Cash and cash equivalents at beginning of period | 12,024 | 15,803 |
Cash and cash equivalents at end of period | 10,771 | 10,086 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ||
Adoption effect of ASU 2016-01 | 39 | |
Conversion of LipoMedix Bridge Note | 82 | |
Conversion of related party convertible notes payable and accrued interest | $ 15,668 |
Description of Business
Description of Business | 3 Months Ended |
Oct. 31, 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 commercial real estate assets and clinical stage pharmaceutical companies. The assets are operated as two separate lines of business. The commercial real estate holdings consist of a building at 520 Broad Street in Newark, New Jersey that serves as headquarters for the Company and certain affiliated entities and an associated 800-car public garage, an office/data center building in Piscataway, New Jersey and a portion of a building in Israel. The pharmaceutical holdings include preferred equity interests and a warrant to purchase additional equity interests in Rafael Pharmaceuticals, Inc., or Rafael Pharmaceuticals, 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, a clinical stage oncological pharmaceutical company based in Israel. In addition, we have recently established the Barer Institute ("Barer"), a wholly-owned early stage venture focused on developing a pipeline of therapeutic compounds, including compounds to regulate cancer metabolism. The venture is pursuing collaborative research agreements with leading scientists from top academic institutions. 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. All significant intercompany accounts and transactions have been eliminated in consolidation. All majority-owned subsidiaries are consolidated with all intercompany transactions and balances being eliminated in consolidation. The entities included in these financial statements are as follows: Company Country of Incorporation Percentage Rafael Holdings, Inc. United States – Delaware 100 % Broad Atlantic Associates, LLC United States – Delaware 100 % IDT 225 Old NB Road, LLC United States – Delaware 100 % IDT R.E. Holdings Ltd. Israel 100 % Rafael Realty Holdings, Inc. United States – Delaware 100 % Barer Institute, Inc. United States – Delaware 100 % Pharma Holdings, LLC United States – Delaware 90 % CS Pharma Holdings, LLC United States – Delaware 45 %* LipoMedix Pharmaceuticals Ltd. Israel 52.1 % * 50% of CS Pharma Holdings, LLC is owned by Pharma Holdings, LLC. We have a 90% ownership in Pharma Holdings, LLC and, therefore, an effective 45% interest in CS Pharma Holdings, LLC. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Oct. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated 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. 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 2020 refers to the fiscal year ending July 31, 2020). Operating results for the three months ended October 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2020. The balance sheet at July 31, 2019 has been derived from the Company's audited consolidated 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 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, 2019, or the 2019 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 statements of operations. As an owner and operator of real estate, the Company derives the majority of its revenue from leasing office and parking space to tenants at its properties. In addition, the Company earns revenue from recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs. Revenue from recoveries from tenants is recorded together with rental income on the consolidated statements of operations which is also consistent with the guidance under ASC 842 , 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. 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 June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, Recently Adopted Accounting Pronouncements The FASB issued Accounting Standards Update, ("ASU") 2016-02, Leases (Topic 842) in February 2016. The new standard, as amended by subsequent accounting updates thereto, replaces historical lease accounting guidance and requires lessees to account for a lease by recognizing right-of-use (ROU) asset and corresponding lease liability on the balance sheet. Lessor accounting under Topic 842 is largely unchanged from historical U.S. GAAP and generally aligns with accounting for revenue from contracts with customers (Topic 606). The Company initially adopted the new lease accounting standard as of August 1, 2019 and elected the optional transition method to apply the new standard prospectively. The Company elected the package of transition practical expedients, and therefore did not reassess: (1) whether any expired or existing contracts are or contain leases; (2) lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. Further, as of October 31, 2019 the Company was not a lessee under any leasing arrangements. which had, and will have, the following impacts on the Company: Topic 842 changed certain requirements regarding the classification of leases that could result in the Company recognizing certain long-term leases entered into or modified after August 1, 2019 as sales-type leases, as opposed to operating leases. The Company did not have a cumulative-effect adjustment as of the adoption date. The Company elected the practical expedient to not separate certain non-lease components from the lease component to which they relate because the timing and pattern of transfer for the lease components and non-lease components are the same and the related lease component is classified as an operating lease. As a result, the Company continues to present all rentals and reimbursements from tenants as a single line item Rental Income within the Consolidated Statement of Income. No reclassifications to prior periods for comparability were required. |
Investment in Rafael Pharmaceut
Investment in Rafael Pharmaceuticals | 3 Months Ended |
Oct. 31, 2019 | |
Schedule of Investments [Abstract] | |
INVESTMENT IN RAFAEL PHARMACEUTICALS | NOTE 3 – 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, Pharma Holdings, LLC, or Pharma Holdings. Pharma Holdings Howard Jonas, Chairman of the Board and Chief Executive Officer of the Company, and Chairman of the Board of Rafael Pharmaceuticals owns 10% of Pharma Holdings. Pharma 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. Pharma Holdings also holds certain governance rights in Rafael Pharmaceuticals including appointment of directors. CS Pharma holds 16.7 million shares of Rafael Pharmaceuticals Series D Convertible Preferred Stock. CS Pharma owned a $10 million Series D Convertible Note, with 3.5% interest, in Rafael Pharmaceuticals which was converted in January 2019. The Company and its subsidiaries collectively own securities representing 51% of the outstanding capital stock of Rafael Pharmaceuticals and 38% 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 Pharma Holdings, and Pharma 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 Pharma Holdings were to distribute proceeds it receives from CS Pharma, it would do so on a pro rata basis, entitling 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 it does not have the power to direct the activities of Rafael Pharmaceuticals that most significantly impact Rafael Pharmaceuticals' economic performance. In addition, the interests held in Rafael Pharmaceuticals are Series D Convertible Preferred Stock and do not represent in-substance common stock. Howard Jonas has additional contractual rights to receive additional Rafael Pharmaceutical shares ("Bonus Shares") for an additional 10% of the fully diluted capital stock of Rafael Pharmaceuticals upon the achievement of certain milestones. The additional 10% shares is based on the fully diluted capital stock of Rafael Pharmaceuticals, excluding the remainder for the Warrant, at the time of issuance. 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. |
Investment in LipoMedix
Investment in LipoMedix | 3 Months Ended |
Oct. 31, 2019 | |
Business Combinations [Abstract] | |
INVESTMENT IN LIPOMEDIX | NOTE 4 — 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 52.1% 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 converted into 471,698 shares of LipoMedix on September 28, 2019 increasing the Company's ownership from 50.6% to 52.1%. In November 2019, the Company provided bridge financing in the principal amount of $100,000 to LipoMedix with a maturity date of May 3, 2020. Under the terms of the note, as long as it remains outstanding, LipoMedix may not incur any additional debt, make any shareholder distributions, or assume any liens on property or assets. |
Fair Value Measurments
Fair Value Measurments | 3 Months Ended |
Oct. 31, 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 October 31, 2019 and July 31, 2019: October 31, 2019 Level 1 Level 2 Level 3 Total Available-for-sale securities: (unaudited, in thousands) Hedge Funds $ — $ — $ 5,088 $ 5,088 Total $ — $ — $ 5,088 $ 5,088 July 31, 2019 Level 1 Level 2 Level 3 Total Available-for-sale securities: (unaudited, in thousands) Hedge Funds $ — $ — $ 5,125 $ 5,125 Total $ — $ — $ 5,125 $ 5,125 At October 31, 2019 and July 31, 2019, the Company did not have any liabilities measured at fair value on a recurring basis. 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 2019 2018 (unaudited, in thousands) Balance, beginning of period $ 5,125 $ 12,118 Total (loss) gains included in earnings (37 ) 96 Balance, end of period $ 5,088 $ 12,214 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 expenses 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 October 31, 2019 or July 31, 2019. |
Trade Accounts Receivable
Trade Accounts Receivable | 3 Months Ended |
Oct. 31, 2019 | |
Receivables [Abstract] | |
TRADE ACCOUNTS RECEIVABLE | NOTE 6 — TRADE ACCOUNTS RECEIVABLE Trade Accounts Receivable consisted of the following: October 31, July 31, (unaudited, in thousands) Trade Accounts Receivable – Third Party $ 379 $ 561 Trade Accounts Receivable – Related Party 20 11 Less: Allowance for Doubtful Accounts (170 ) (122 ) Trade Accounts Receivable, net $ 229 $ 450 The current portion of deferred rental income included in Prepaid Expenses and Other Current Assets was approximately $20,000 and $34,000 as of October 31, 2019 and July 31, 2019, respectively. The noncurrent portion of deferred rental income included in Other Assets was approximately $1.4 million as of October 31, 2019 and July 31, 2019. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Oct. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 — PROPERTY AND EQUIPMENT Property and equipment consisted of the following: October 31, July 31, (unaudited, in thousands) Building and Improvements $ 54,558 $ 54,241 Land 10,412 10,412 Furniture and Fixtures 1,145 1,145 Other 259 255 66,374 66,053 Less: Accumulated Depreciation and Amortization (17,786 ) (17,320 ) Total $ 48,588 $ 48,733 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 $466,000 and $429,000 for the three months ended October 31, 2019 and 2018, respectively. The Company’s headquarters are located at 520 Broad Street in Newark where it occupies a small office space in the building. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Oct. 31, 2019 | |
Loss per share attributable to Rafael Holdings, Inc. common shareholders: | |
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 share includes potentially dilutive securities such as stock options and other convertible instruments. The following table summarizes the Company's potentially dilutive securities which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: October 31, July 31, (unaudited) Stock Options 586,874 587,133 Convertible Note — 1,847,594 Total 586,874 2,434,727 In the three months ended October 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 (for 2019) would have been anti-dilutive. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Oct. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 — 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. The Company recorded expense of approximately $85,000 in related party services to IDT, of which approximately $28,000 is included in due to related parties at October 31, 2019. The Company provides Rafael Pharmaceuticals with administrative, finance, accounting, tax and legal services. Howard S. Jonas serves as a Chairman of the Board of Rafael Pharmaceuticals and owns an equity interest in Rafael Pharmaceuticals. The Company billed Rafael Pharmaceuticals $120,000 during the first quarter of fiscal 2020. As of October 31, 2019, Rafael Pharmaceuticals owed the Company $120,000 included in due from Rafael Pharmaceuticals. On November 15, 2018, Howard Jonas entered into an agreement to purchase a convertible note from the Company for $15.0 million convertible into shares of Class B common stock at $8.47 per share. The term of the note was three years with interest on the principal amount at a rate of 6% per annum, compounded quarterly. At issuance, the Company recorded a debt discount of approximately $70,000 related to the beneficial conversion feature of the note and amortized approximately $16,000 of the discount in fiscal 2019 which was recorded as interest expense. In addition, the Company recorded approximately $650,000 of interest expense for the year ended July 31, 2019. In August 2019, the note including accrued interest of approximately $667,000, was converted into 1,849,749 shares of common stock. The Company leases space to related parties which represented approximately 43% and 46% of the Company’s total revenue for the quarters ended October 31, 2019 and 2018, respectively. See Note 14 for future minimum rent payments from related parties and other tenants. |
Income Taxes
Income Taxes | 3 Months Ended |
Oct. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 — 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, 2019, 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, 2019, the Company had federal net operating loss ("NOL") carryforwards from domestic operations of approximately $22.3 million, to offset future taxable income. The Company has state NOLs of $3.2 million. The Company has NOL carryforwards from foreign operations of $1.2 million. As part of the Tax Act, federal NOLs 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 NOL carryforwards generated prior to 2018 will begin to expire in 2026. The state NOLs will begin to expire in 2038 and foreign NOLs do not expire. The Company anticipates that its assumptions and estimates may change as a result of future guidance and interpretation from the Internal Revenue Service, 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 | 3 Months Ended |
Oct. 31, 2019 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | NOTE 11 — BUSINESS SEGMENT INFORMATION The Company conducts business as two operating segments, Real Estate and Pharmaceuticals. 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. The Real Estate segment consists of the Company's real estate holdings, including a 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 Pharmaceuticals segment is comprised of debt interests and the Warrant to purchase equity interests in Rafael Pharmaceuticals, a majority equity interest in LipoMedix and Barer. To date, the Pharmaceuticals segment has not generated any revenues. 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 loss from operations. All investments in Rafael Pharmaceuticals and assets and expenses associated with LipoMedix and Barer 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) Real Estate Pharmaceuticals Total Three Months Ended October 31, 2019 Revenues $ 1,210 $ — $ 1,210 Loss from operations (1,276 ) (266 ) (1,542 ) Three Months Ended October 31, 2018 Revenues $ 1,135 $ — $ 1,135 Loss from operations (714 ) (406 ) (1,120 ) 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, 2019 2018 (unaudited) Revenue from tenants located in Israel 5 % 2 % 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 October 31, 2019 Long-lived assets, net $ 46,962 $ 1,626 $ 48,588 Total assets 136,967 3,433 140,400 July 31, 2019 Long-lived assets, net $ 47,096 $ 1,637 $ 48,733 Total assets 138,535 3,608 142,143 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Oct. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 — COMMITMENTS AND CONTINGENCIES Legal Proceedings 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 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's bank accounts and other assets to protect his claim. LipoMedix did not believe that the individual had 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. In May 2019, LipoMedix received a letter from the other founder requesting payment of his consulting fees. On July 15, 2019, the parties settled the matters and the two founders will be paid a percentage of future investments and certain other proceeds. On July 12, 2019, the Company received a Citation and Notification of Penalty from the Occupational Safety and Health Administration of the U.S. Department of Labor or OSHA, related to an OSHA inspection of 520 Broad Street, Newark, New Jersey. The citation seeks to impose penalties related to alleged violations of the Occupation Safety and Health Act of 1970 at 520 Broad Street. On July 31, 2019, the Company filed a Notice of Contest with OSHA contesting the citation in its entirety. For the matters disclosed above a legal accrual for approximately $225,000 has been made for legal fees and losses believed to be both probable and reasonably estimable, but an exposure to loss may exist in excess of the amount accrued. 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. |
Equity
Equity | 3 Months Ended |
Oct. 31, 2019 | |
Equity [Abstract] | |
EQUITY | NOTE 13 — EQUITY On November 15, 2018, Howard Jonas entered into an agreement to purchase a convertible note from the Company for $15.0 million that was convertible into shares of Class B common stock at $8.47 per share. The term of the note was three years with interest on the principal amount at a rate of 6% per annum, compounded quarterly. In August 2019, the note including interest of approximately $667,000 was converted into 1,849,749 shares of common stock. Stock Options A summary of stock option activity for the Company is as follows: Number of Weighted- Weighted- Aggregate Outstanding at July 31, 2019 587,133 $ 4.90 3.66 $ 2,877 Granted — — — — Exercised — — — — Cancelled / Forfeited (259 ) 4.90 — — Outstanding at October 31, 2019 586,874 $ 4.90 3.41 $ 2,876 Exercisable at October 31, 2019 586,874 $ 4.90 3.41 $ 2,876 During the three months ended October 31, 2019, 259 options were canceled due to employee terminations. At October 31, 2019, 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: (unaudited) Number of Weighted- Fair Value Outstanding at July 31, 2019 156,426 $ 10.41 Granted 5,000 21.26 Vested — — Cancelled / Forfeited — — NON-VESTED SHARES AT October 31, 2019 161,426 $ 11.41 At October 31, 2019, there was $1.27 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over the next 3.25 years. |
Future Minimum Rents
Future Minimum Rents | 3 Months Ended |
Oct. 31, 2019 | |
Future Minimum Rents [Abstract] | |
FUTURE MINIMUM RENTS | NOTE 14 — 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, 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) 2020 $ 1,505 $ 917 $ 2,422 2021 2,041 1,112 3,153 2022 2,078 966 3,044 2023 2,117 640 2,757 2024 2,155 538 2,693 Thereafter 1,659 2,494 4,153 Total Minimum Future Rental Income $ 11,555 $ 6,667 $ 18,222 The Company has related party leases that expire in April 2025 for (i) an aggregate of 88,631 square feet, 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) | 3 Months Ended |
Oct. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated 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. 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 2020 refers to the fiscal year ending July 31, 2020). Operating results for the three months ended October 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2020. The balance sheet at July 31, 2019 has been derived from the Company's audited consolidated 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 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, 2019, or the 2019 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 statements of operations. As an owner and operator of real estate, the Company derives the majority of its revenue from leasing office and parking space to tenants at its properties. In addition, the Company earns revenue from recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs. Revenue from recoveries from tenants is recorded together with rental income on the consolidated statements of operations which is also consistent with the guidance under ASC 842 , 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. 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 June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The FASB issued Accounting Standards Update, ("ASU") 2016-02, Leases (Topic 842) in February 2016. The new standard, as amended by subsequent accounting updates thereto, replaces historical lease accounting guidance and requires lessees to account for a lease by recognizing right-of-use (ROU) asset and corresponding lease liability on the balance sheet. Lessor accounting under Topic 842 is largely unchanged from historical U.S. GAAP and generally aligns with accounting for revenue from contracts with customers (Topic 606). The Company initially adopted the new lease accounting standard as of August 1, 2019 and elected the optional transition method to apply the new standard prospectively. The Company elected the package of transition practical expedients, and therefore did not reassess: (1) whether any expired or existing contracts are or contain leases; (2) lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. Further, as of October 31, 2019 the Company was not a lessee under any leasing arrangements. which had, and will have, the following impacts on the Company: Topic 842 changed certain requirements regarding the classification of leases that could result in the Company recognizing certain long-term leases entered into or modified after August 1, 2019 as sales-type leases, as opposed to operating leases. The Company did not have a cumulative-effect adjustment as of the adoption date. The Company elected the practical expedient to not separate certain non-lease components from the lease component to which they relate because the timing and pattern of transfer for the lease components and non-lease components are the same and the related lease component is classified as an operating lease. As a result, the Company continues to present all rentals and reimbursements from tenants as a single line item Rental Income within the Consolidated Statement of Income. No reclassifications to prior periods for comparability were required. |
Description of Business (Tables
Description of Business (Tables) | 3 Months Ended |
Oct. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of entities majority-owned subsidiaries | Company Country of Incorporation Percentage Rafael Holdings, Inc. United States – Delaware 100 % Broad Atlantic Associates, LLC United States – Delaware 100 % IDT 225 Old NB Road, LLC United States – Delaware 100 % IDT R.E. Holdings Ltd. Israel 100 % Rafael Realty Holdings, Inc. United States – Delaware 100 % Barer Institute, Inc. United States – Delaware 100 % Pharma Holdings, LLC United States – Delaware 90 % CS Pharma Holdings, LLC United States – Delaware 45 %* LipoMedix Pharmaceuticals Ltd. Israel 52.1 % * 50% of CS Pharma Holdings, LLC is owned by Pharma Holdings, LLC. We have a 90% ownership in Pharma Holdings, LLC and, therefore, an effective 45% interest in CS Pharma Holdings, LLC. |
Fair Value Measurments (Tables)
Fair Value Measurments (Tables) | 3 Months Ended |
Oct. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of balance of assets measured at fair value on a recurring basis | October 31, 2019 Level 1 Level 2 Level 3 Total Available-for-sale securities: (unaudited, in thousands) Hedge Funds $ — $ — $ 5,088 $ 5,088 Total $ — $ — $ 5,088 $ 5,088 July 31, 2019 Level 1 Level 2 Level 3 Total Available-for-sale securities: (unaudited, in thousands) Hedge Funds $ — $ — $ 5,125 $ 5,125 Total $ — $ — $ 5,125 $ 5,125 |
Schedule of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | Three Months Ended 2019 2018 (unaudited, in thousands) Balance, beginning of period $ 5,125 $ 12,118 Total (loss) gains included in earnings (37 ) 96 Balance, end of period $ 5,088 $ 12,214 |
Trade Accounts Receivable (Tabl
Trade Accounts Receivable (Tables) | 3 Months Ended |
Oct. 31, 2019 | |
Receivables [Abstract] | |
Schedule of trade accounts receivable | October 31, July 31, (unaudited, in thousands) Trade Accounts Receivable – Third Party $ 379 $ 561 Trade Accounts Receivable – Related Party 20 11 Less: Allowance for Doubtful Accounts (170 ) (122 ) Trade Accounts Receivable, net $ 229 $ 450 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Oct. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | October 31, July 31, (unaudited, in thousands) Building and Improvements $ 54,558 $ 54,241 Land 10,412 10,412 Furniture and Fixtures 1,145 1,145 Other 259 255 66,374 66,053 Less: Accumulated Depreciation and Amortization (17,786 ) (17,320 ) Total $ 48,588 $ 48,733 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Oct. 31, 2019 | |
Loss per share attributable to Rafael Holdings, Inc. common shareholders: | |
Schedule of common share equivalents, basic and dilutive loss per share | October 31, July 31, (unaudited) Stock Options 586,874 587,133 Convertible Note — 1,847,594 Total 586,874 2,434,727 |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Oct. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of operating results for the business segments | (unaudited, in thousands) Real Estate Pharmaceuticals Total Three Months Ended October 31, 2019 Revenues $ 1,210 $ — $ 1,210 Loss from operations (1,276 ) (266 ) (1,542 ) Three Months Ended October 31, 2018 Revenues $ 1,135 $ — $ 1,135 Loss from operations (714 ) (406 ) (1,120 ) |
Schedule of revenue from tenants by geographic areas | Three Months Ended October 31, 2019 2018 (unaudited) Revenue from tenants located in Israel 5 % 2 % |
Schedule of net long-lived assets and total assets by geographic areas | (unaudited, in thousands) United States Israel Total October 31, 2019 Long-lived assets, net $ 46,962 $ 1,626 $ 48,588 Total assets 136,967 3,433 140,400 July 31, 2019 Long-lived assets, net $ 47,096 $ 1,637 $ 48,733 Total assets 138,535 3,608 142,143 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Oct. 31, 2019 | |
Equity [Abstract] | |
Schedule of stock option activity | Number of Weighted- Weighted- Aggregate Outstanding at July 31, 2019 587,133 $ 4.90 3.66 $ 2,877 Granted — — — — Exercised — — — — Cancelled / Forfeited (259 ) 4.90 — — Outstanding at October 31, 2019 586,874 $ 4.90 3.41 $ 2,876 Exercisable at October 31, 2019 586,874 $ 4.90 3.41 $ 2,876 |
Schedule of grants of restricted shares of Class B common stock | (unaudited) Number of Weighted- Fair Value Outstanding at July 31, 2019 156,426 $ 10.41 Granted 5,000 21.26 Vested — — Cancelled / Forfeited — — NON-VESTED SHARES AT October 31, 2019 161,426 $ 11.41 |
Future Minimum Rents (Tables)
Future Minimum Rents (Tables) | 3 Months Ended |
Oct. 31, 2019 | |
Future Minimum Rents [Abstract] | |
Schedule of non-cancelable operating leases | Year ending July 31, Related Parties Other Total (unaudited, in thousands) 2020 $ 1,505 $ 917 $ 2,422 2021 2,041 1,112 3,153 2022 2,078 966 3,044 2023 2,117 640 2,757 2024 2,155 538 2,693 Thereafter 1,659 2,494 4,153 Total Minimum Future Rental Income $ 11,555 $ 6,667 $ 18,222 |
Description of Business (Detail
Description of Business (Details) | 3 Months Ended | |
Oct. 31, 2019 | ||
Rafael Holdings, Inc. [Member] | ||
Country of Incorporation | United States – Delaware | |
Percentage Owned | 100.00% | |
Broad Atlantic Associates, LLC [Member] | ||
Country of Incorporation | United States – Delaware | |
Percentage Owned | 100.00% | |
Rafael Realty Holdings, Inc. [Member] | ||
Country of Incorporation | United States – Delaware | |
Percentage Owned | 100.00% | |
IDT R.E. Holdings Ltd. [Member] | ||
Country of Incorporation | Israel | |
Percentage Owned | 100.00% | |
IDT Capital, Inc. [Member] | ||
Country of Incorporation | United States – Delaware | |
Percentage Owned | 100.00% | |
Barer Institute, Inc. [Member] | ||
Country of Incorporation | United States – Delaware | |
Percentage Owned | 100.00% | |
Pharma Holdings, LLC [Member] | ||
Country of Incorporation | United States – Delaware | |
Percentage Owned | 90.00% | |
CS Pharma Holdings, LLC [Member] | ||
Country of Incorporation | United States – Delaware | |
Percentage Owned | 45.00% | [1] |
Lipomedix Pharmaceuticals Ltd. [Member] | ||
Country of Incorporation | Israel | |
Percentage Owned | 52.10% | |
[1] | 50% of CS Pharma Holdings, LLC is owned by Pharma Holdings, LLC. We have a 90% ownership in Pharma Holdings, LLC and, therefore, an effective 45% interest in CS Pharma Holdings, LLC. |
Description of Business (Deta_2
Description of Business (Details Textual) | 3 Months Ended |
Oct. 31, 2019 | |
CS Pharma Holdings, LLC [Member] | |
Description of Business (Textual) | |
Percentage owned | 50.00% |
Interest percentage | 45.00% |
IDT-Rafael Holdings, LLC [Member] | |
Description of Business (Textual) | |
Percentage owned | 90.00% |
Investment in Rafael Pharmace_2
Investment in Rafael Pharmaceuticals (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Jan. 31, 2019 | Oct. 31, 2019 | |
IDT Rafael Holdings, LLC [Member] | ||
Investment in Rafael Pharmaceuticals (Textual) | ||
Ownership percentage in non-operating subsidiary | 50.00% | |
Howard Jonas [Member] | CS Pharma Holdings, LLC [Member] | ||
Investment in Rafael Pharmaceuticals (Textual) | ||
Indirect interest in assets held, percentage | 45.00% | |
Ownership interest, percentage | 10.00% | |
IDT-Rafael Holdings, LLC [Member] | ||
Investment in Rafael Pharmaceuticals (Textual) | ||
Fully diluted | 51.00% | |
Bonus shares | 39.50% | |
IDT-Rafael Holdings, LLC [Member] | Series D Convertible Preferred Stock [Member] | ||
Investment in Rafael Pharmaceuticals (Textual) | ||
Warrants expiry date | Dec. 31, 2020 | |
Exercise price of warrants or rights, description | Pharma 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 | |
Exercise of warrants purchases, description | 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. | |
CS Pharma Holdings, LLC [Member] | ||
Investment in Rafael Pharmaceuticals (Textual) | ||
Ownership percentage in non-operating subsidiary | 90.00% | |
Indirect interest in assets held, percentage | 45.00% | |
Ownership interest, percentage | 50.00% | |
CS Pharma Holdings, LLC [Member] | Series D Convertible [Member] | ||
Investment in Rafael Pharmaceuticals (Textual) | ||
Convertible promissory note, rate of interest | 3.50% | |
Principal amount | $ 10,000 |
Investment in LipoMedix (Detail
Investment in LipoMedix (Details) - LipoMedix [Member] | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2019 | Apr. 30, 2019 | Jul. 31, 2018 | Mar. 31, 2018 | |
Investment in LipoMedix (Textual) | ||||
Issued and outstanding ordinary shares, percentage | 52.10% | |||
Description of acquisition entity | The Company provided bridge financing in the principal amount of $100,000 to LipoMedix with a maturity date of May 3, 2020. | The Company provided no-interest bridge financing of $250,000 to LipoMedix (the "2019 Bridge Note"). The 2019 Bridge Note converted into 471,698 shares of LipoMedix on September 28, 2019 increasing the Company's ownership from 50.6% to 52.1%. | The Company provided no-interest bridge financing of $875,000 to LipoMedix (the "2018 Bridge Note"). The 2018 Bridge Note is 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 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 $5.0 million, divided by its fully diluted share capital as of July 6, 2018). |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Jul. 31, 2019 |
Available-for-sale securities: | ||
Hedge Funds | $ 5,088 | $ 5,125 |
Total | 5,088 | 5,125 |
Level 1 [Member] | ||
Available-for-sale securities: | ||
Hedge Funds | ||
Total | ||
Level 2 [Member] | ||
Available-for-sale securities: | ||
Hedge Funds | ||
Total | ||
Level 3 [Member] | ||
Available-for-sale securities: | ||
Hedge Funds | 5,088 | 5,125 |
Total | $ 5,088 | $ 5,125 |
Fair Value Measurments (Details
Fair Value Measurments (Details 1) - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Balance, beginning of period | $ 5,125 | $ 12,118 |
Total (loss) gains included in earnings | (37) | 96 |
Balance, end of period | $ 5,088 | $ 12,214 |
Fair Value Measurments (Detai_2
Fair Value Measurments (Details Textual) $ in Thousands | Oct. 31, 2019USD ($) |
Fair Value Disclosures [Abstract] | |
Spin-Off, IDT contribution investment amount | $ 2,000 |
Trade Accounts Receivable (Deta
Trade Accounts Receivable (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Jul. 31, 2019 |
Receivables [Abstract] | ||
Trade Accounts Receivable - Third Party | $ 379 | $ 561 |
Trade Accounts Receivable - Related Party | 20 | 11 |
Less: Allowance for Doubtful Accounts | (170) | (122) |
Trade Accounts Receivable, net | $ 229 | $ 450 |
Trade Accounts Receivable (De_2
Trade Accounts Receivable (Details Textual) - USD ($) $ in Thousands | Oct. 31, 2019 | Jul. 31, 2019 |
Trade Accounts Receivable (Textual) | ||
Prepaid expenses and other current assets | $ 540 | $ 507 |
Other assets | 1,451 | 1,412 |
Noncurrent Portion of Deferred Rental Income [Member] | ||
Trade Accounts Receivable (Textual) | ||
Other assets | 1,400 | 1,400 |
Current Portion of Deferred Rental Income [Member] | ||
Trade Accounts Receivable (Textual) | ||
Prepaid expenses and other current assets | $ 20 | $ 34 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Jul. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Building and Improvements | $ 54,558 | $ 54,241 |
Land | 10,412 | 10,412 |
Furniture and Fixtures | 1,145 | 1,145 |
Other | 259 | 255 |
Property and equipment, gross | 66,374 | 66,053 |
Less: Accumulated Depreciation and Amortization | (17,786) | (17,320) |
Total | $ 48,588 | $ 48,733 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Property and Equipment (Textual) | ||
Depreciation and amortization expense pertaining to property and equipment | $ 466 | $ 429 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 3 Months Ended | |
Oct. 31, 2019 | Jul. 31, 2019 | |
Total | 586,874 | 2,434,727 |
Convertible Note[Member] | ||
Total | 1,847,594 | |
Stock Options [Member] | ||
Total | 586,874 | 587,133 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2019 | Oct. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2020 | Nov. 15, 2018 | |
Related Party Transactions (Textual) | ||||||
Debt discount | $ 54 | |||||
Interest expense | $ 667,000 | |||||
Conversion of common stock shares | 1,849,749 | |||||
Percentage of total revenue | 43.00% | 46.00% | ||||
At issuance [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Debt discount | $ 16,000 | |||||
Beneficial conversion feature | 70,000 | |||||
Interest expense | $ 650,000 | |||||
Howard Jonas [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Convertible debt | $ 15,000 | |||||
Convertible conversion price per share | $ 8.47 | |||||
Interest rate on principal amount | 6.00% | |||||
IDT [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Due to related parties | $ 85,000 | |||||
Due from related parties | 28,000 | |||||
Rafael Pharmaceuticals [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Due from related parties | $ 120,000 | |||||
Rafael Pharmaceuticals [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Due from related parties | $ 120,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Jul. 31, 2019 | Oct. 31, 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 net operating loss | $ 22,300 | |
Federal net operating loss, expiration date | Jul. 31, 2026 | Jul. 31, 2038 |
Percentage of available to offset of taxable income | 80.00% | |
Federal net operating loss | $ 3,200 | |
Net operating loss foreign operations | $ 1,200 |
Business Segment Information (D
Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 1,210 | $ 1,135 |
Loss from operations | (1,542) | (1,120) |
Real Estate [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,210 | 1,135 |
Loss from operations | (1,276) | (714) |
Pharmaceuticals [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Loss from operations | $ (266) | $ (406) |
Business Segment Information _2
Business Segment Information (Details 1) | 3 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Revenue Benchmark [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants located in Israel | 5.00% | 2.00% |
Business Segment Information _3
Business Segment Information (Details 2) - USD ($) $ in Thousands | Oct. 31, 2019 | Jul. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Long-lived Assets, net | $ 48,588 | $ 48,733 |
Total Assets | 140,400 | 142,143 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived Assets, net | 46,962 | 47,096 |
Total Assets | 136,967 | 138,535 |
Israel [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived Assets, net | 1,626 | 1,637 |
Total Assets | $ 3,433 | $ 3,608 |
Business Segment Information _4
Business Segment Information (Details Textual) | 3 Months Ended |
Oct. 31, 2019Segments | |
Business Segment Information (Textual) | |
Number of operating segments | 2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Jul. 12, 2019 | Sep. 17, 2018 |
Commitments and Contingencies (Textual) | |||
Legal fees | $ 225 | ||
LipoMedix Pharmaceuticals Ltd. [Member] | |||
Commitments and Contingencies (Textual) | |||
Payment of consulting fees | $ 377 | ||
Consulting payments amounts | $ 358 | ||
Other parties [Member] | |||
Commitments and Contingencies (Textual) | |||
Consulting payments amounts | $ 358 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Oct. 31, 2019USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Options, Outstanding, Beginning balance | shares | shares | 587,133 |
Number of Options, Cancelled / Forfeited | shares | shares | (259) |
Number of Options, Outstanding, Ending balance | shares | shares | 586,874 |
Number of Options, Exercisable | shares | shares | 586,874 |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ / shares | $ 4.90 |
Weighted-Average Exercise Price, Cancelled / Forfeited | $ / shares | $ / shares | 4.90 |
Weighted-Average Exercise Price, Outstanding, Ending balance | $ / shares | $ / shares | 4.90 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ / shares | $ 4.90 |
Weighted-Average Remaining Contractual Term, Outstanding, Beginning | 3 years 7 months 28 days |
Weighted-Average Remaining Contractual Term, Outstanding, Ending | 3 years 4 months 28 days |
Weighted-Average Remaining Contractual Term, Exercisable | 3 years 4 months 28 days |
Aggregate Intrinsic Value, Outstanding, Beginning | $ | $ | $ 2,877 |
Aggregate Intrinsic Value, Outstanding, Ending | $ | $ | 2,876 |
Aggregate Intrinsic Value, Exercisable | $ | $ | $ 2,876 |
Equity (Details 1)
Equity (Details 1) | 3 Months Ended |
Oct. 31, 2019$ / sharesshares | |
Equity [Abstract] | |
Number of Non-vested Shares, Beginning Balance | shares | 156,426 |
Number of Non-vested Shares, Granted | shares | 5,000 |
Number of Non-vested Shares, Vested | shares | |
Number of Non-vested Shares, Cancelled / Forfeited | shares | |
Number of Non-vested Shares, Ending Balance | shares | 161,426 |
Weighted- Average Grant- Date Fair Value, Beginning balance | $ / shares | $ 10.41 |
Weighted- Average Grant- Date Fair Value, Granted | $ / shares | 21.26 |
Weighted- Average Grant- Date Fair Value, Vested | $ / shares | |
Weighted- Average Grant- Date Fair Value, Cancelled / Forfeited | $ / shares | |
Weighted- Average Grant- Date Fair Value, Ending balance | $ / shares | $ 11.41 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Aug. 31, 2019 | Nov. 15, 2018 | Oct. 31, 2019 | |
Total unrecognized non-vested stock-based compensation | $ 12,700 | ||
Vesting expected term | 3 years 2 months 30 days | ||
Interest expense | $ 667,000 | ||
Conversion of common stock shares | 1,849,749 | ||
Number of options, cancelled shares | 259 | ||
Common Stock, Series B [Member] | |||
Conversion of common stock | $ 15,000 | ||
Conversion of common stock price per share | $ 8.47 | ||
Debt instrument interest percent | 6.00% | ||
Common stock conversion term | 3 years |
Future Minimum Rents (Details)
Future Minimum Rents (Details) $ in Thousands | Oct. 31, 2019USD ($) |
2020 | $ 2,422 |
2021 | 3,153 |
2022 | 3,044 |
2023 | 2,757 |
2024 | 2,693 |
Thereafter | 4,153 |
Total Minimum Future Rental Income | 18,222 |
Related Parties [Member] | |
2020 | 1,505 |
2021 | 2,041 |
2022 | 2,078 |
2023 | 2,117 |
2024 | 2,155 |
Thereafter | 1,659 |
Total Minimum Future Rental Income | 11,555 |
Other [Member] | |
2020 | 917 |
2021 | 1,112 |
2022 | 966 |
2023 | 640 |
2024 | 538 |
Thereafter | 2,494 |
Total Minimum Future Rental Income | $ 6,667 |
Future Minimum Rents (Details T
Future Minimum Rents (Details Textual) $ in Thousands | 3 Months Ended |
Oct. 31, 2019USD ($) | |
Loss per share (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, 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 |
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. 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. |