Overview
Rafael Holdings, Inc. (NYSE-RFL), ("Rafael Holdings" or the "Company"), a
Delaware corporation, is focused on discovering and developing novel cancer and
immune metabolism therapies with the potential to improve and extend the lives
of patients. The Company also owns commercial real estate assets, which it
operates as a separate line of business.
The Company has an investment in Rafael Pharmaceuticals, Inc., or Rafael
Pharmaceuticals, that includes preferred and common equity interests and a
warrant to purchase additional equity. On June 17, 2021, the Company entered
into a merger agreement to acquire full ownership of Rafael Pharmaceuticals in
exchange for issuing Company Class B common stock to the other stockholders of
Rafael Pharmaceuticals. We have provided debt and equity financing to Rafael
Pharmaceuticals. On October 28, 2021, the Company announced that the AVENGER 500
Phase 3 clinical trial for CPI-613® (devimistat), Rafael Pharmaceuticals' lead
product candidate, did not meet its primary endpoint of significant improvement
in overall survival in patients with metastatic adenocarcinoma of the pancreas,
and following a pre-specified interim analysis, the independent data monitoring
committee for the ARMADA 2000 Phase 3 study for devimistat has recommended the
trial to be stopped due to a determination that it was unlikely to achieve the
primary endpoint (the "Data Events"). In light of the Data Events, the Company
concluded that currently the likelihood of further development of and prospects
for CPI-613 is uncertain and has fully impaired in its financial statements for
the six months ended January 31, 2022, the value of its loans, receivables, and
investment in Rafael Pharmaceuticals based upon its valuation of Rafael
Pharmaceuticals.
On February 2, 2022, the Company withdrew its Registration Statement on Form
S-4, which terminated the merger agreement pursuant to certain sections of the
merger agreement, effective immediately.
In 2019, the Company established the Barer Institute ("Barer"), an early-stage
small molecule research institute focused on developing a pipeline of novel
therapeutic compounds, including compounds to regulate cancer metabolism with
potentially broader application in other indications beyond cancer. Barer is led
by a team of scientists and academic advisors considered to be among the leading
experts in cancer metabolism, chemistry, and drug development. In addition to
its own internal discovery efforts, Barer is pursuing collaborative research
agreements and in-licensing opportunities with leading scientists from top
academic institutions. Farber Partners, LLC ("Farber") was formed to support
agreements with Princeton University's Office of Technology Licensing for
technology from the laboratory of Professor Joshua Rabinowitz, in the Department
of Chemistry, Princeton University, including an exclusive worldwide license to
its SHMT (serine hydroxymethyltransferase) inhibitor program. The Company also
holds a majority equity interest in LipoMedix Pharmaceuticals Ltd.
("LipoMedix"), a clinical stage oncological pharmaceutical company based in
Israel. In addition, the Company has invested in other early stage
pharmaceutical ventures.
The Company's 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 other entities and tenants and an associated 800-car public garage, and
a portion of a building in Israel. The Company sold other real estate holdings
in 2020. We continue to seek opportunities to maximize the value of our real
estate holdings in multiple ways and we are also evaluating other avenues of
maximizing value through redevelopment of vacant space into more marketable and
thereby valuable uses.
Business Update - COVID-19, War in Ukraine
In December 2019, a novel strain of coronavirus, SARS-CoV, which causes
COVID-19, has proved to be highly contagious. It has since spread extensively
throughout the world, including the United States, and was declared a global
pandemic by the World Health Organization in March 2020. The Company actively
monitors the outbreak, including the spread of new variants of interest, and its
potential impact on the Company's operations and those of the Company's
holdings.
The pandemic's impacts on the Company's and its affiliates' operations and
specifically the ongoing clinical trials being conducted by Rafael
Pharmaceuticals are being managed by Rafael Pharmaceuticals and its agents.
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Even with growing availability of testing and vaccines and the relaxation of
public health measures that were implemented to limit the spread of the
pandemic, there continues to be uncertainty around the COVID-19 pandemic and its
impact.
The Company has implemented a number of measures to protect the health and
safety of the Company's workforce including a voluntary work-from-home policy
for the Company's workforce who can perform their jobs from home as well as
restrictions on discretionary business travel. Most of our employees have
returned to working from the office on a part-time basis.
The full impact of the COVID-19 pandemic on the Company will depend on factors
such as the length of time of the pandemic; the responses of federal, state and
local governments, the impact of future variants that may emerge; vaccination
rates among the population; the efficacy of the COVID-19 vaccines; the
longer-term impact of the pandemic on the economy and consumer behavior; and the
effect on our employees, vendors, and other partners.
The short and long-term implications of Russia's invasion of Ukraine are
difficult to predict at this time. The imposition of sanctions and counter
sanctions may have an adverse effect on the economic markets generally and could
impact our business and the companies in which we have investments, financial
condition, and results of operations. Because of the highly uncertain and
dynamic nature of these events, it is not currently possible to estimate the
impact of the Russian - Ukraine war on our business and the companies in which
we have investments.
Results of Operations
Our business consists of two reportable segments - Pharmaceuticals and Real
Estate. We evaluate the performance of our Pharmaceuticals segment based
primarily on research and development efforts and results of clinical trials,
and our Real Estate segment based primarily on results of operations.
Accordingly, the income and expense line items below loss from operations are
only included in the discussion of consolidated results of operations.
Three and Six Months Ended January 31, 2022 Compared to Three and Six Months
Ended January 31, 2021
Pharmaceuticals Segment
Our consolidated expenses for our Pharmaceuticals segment were as follows:
Three Months Ended
January 31, Change
2022 2021 $ %
(unaudited, in thousands)
General and administrative $ 1,714 $ (1,733 ) 3,447 199 %
Research and development (3,335 ) (1,568 ) (1,767 ) (113 )%
Impairment - Altira - (7,000 ) 7,000 100 %
Loss from operations $ (1,621 ) $ (10,301 ) 8,680 84 %
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Six Months Ended
January 31, Change
2022 2021 $ %
(unaudited, in thousands)
General and administrative $ (10,383 ) $ (3,352 ) (7,031 ) (210 )%
Research and development (5,488 ) (2,083 ) (3,405 ) (163 )%
Provision for loss on receivable
pursuant to line of credit (25,000 ) - (25,000 ) (100 )%
Provision for losses on related party
receivables (10,095 ) - (10,095 ) (100 )%
Impairment - Altira - (7,000 ) 7,000 100 %
Loss from operations $ (50,966 ) $ (12,435 ) (38,531 ) (310 )%
To date, the Pharmaceuticals segment has not generated any revenues. The
entirety of the expenses in the Pharmaceuticals segment relate to the activities
of LipoMedix, Barer, Levco, Farber, and Rafael Medical Devices. As of January
31, 2022 we held a 100% interest in Barer, a 84% interest in LipoMedix, a 95%
interest in Levco, and a 93% interest in Farber. Rafael Medical Devices in which
we have a 100% interest, was created in fiscal year 2021.
General and administrative expenses. General and administrative expenses
consist mainly of payroll, severance, stock compensation expense, benefits,
facilities, consulting and professional fees. The decrease in general and
administrative expenses during the three months ended January 31, 2022 compared
to the three months ended January 31, 2021 is primarily due to a net decrease in
stock-based compensation of approximately $11.5 million (inclusive of a
forfeiture of restricted stock units of approximately $19.0 million), an
increase in severance expense of approximately $5.9 million, an increase in
payroll expenses of approximately $1.4 million, an increase in professional fees
of approximately $0.6 million, and increases in other administrative expenses.
The majority of these increases were related to pre-launch activities for
CPI-613 ® which are not expected to be recurring in light of the Data Events.
The increase in general and administrative expenses during six months ended
January 31, 2022 compared to the six months ended January 31, 2021 is primarily
due to severance expense of approximately $5.9 million, an increase in payroll
expenses of approximately $2.7 million, an increase in professional fees of
approximately $2.2 million, partially offset by a net decrease in stock based
compensation expense of approximately $3.8 million (inclusive of a forfeiture of
restricted stock units of approximately $19.0 million). The majority of these
increases were related to pre-launch activities for CPI-613 ® which are not
expected to be recurring in light of the Data Events.
Research and development expenses. Research and development expenses increased
for the three and six months ended January 31, 2022 and 2021 due to increased
activity at Barer, LipoMedix, Farber, and Rafael Medical Devices.
Loss on line of credit. Due to the Data Events, for the six months ended January
31, 2022, the Company recorded a full reserve on the $25 million due to the
Company from Rafael Pharmaceuticals related to the Line of Credit Agreement.
Loss on related party receivables. Due to the Data Events, for the six months
ended January 31, 2022, the Company recorded a loss of approximately $10.1
million related to the full reserve recorded on the RP Finance receivable of
$9.375 million, and the full reserve recorded on the Rafael Pharmaceuticals
receivable of $0.720 million.
Impairment expense - Altira. The Company recorded an impairment loss of $7
million related to the Company's additional investment in 33.333% of Altira
during the three and six months ended January 31, 2021.
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Real Estate Segment
Our consolidated income and expenses for our Real Estate segment were as
follows:
Three Months Ended
January 31, Change
2022 2021 $ %
(unaudited, in thousands)
Rental - Third Party $ 232 $ 190 42 22 %
Rental - Related Party 705 527 178 34 %
Parking 173 122 51 42 %
Other - Related Party - 120 (120 ) (100 )%
Selling, general and administrative (818 ) (1,034 ) 216 21 %
Depreciation (381 ) (441 ) 60 14 %
Loss from operations $ (89 ) $ (516 ) 427 83 %
Six Months Ended
January 31, Change
2022 2021 $ %
(unaudited, in thousands)
Rental - Third Party $ 428 $ 426 2 - %
Rental - Related Party 1,225 1,047 178 (17 )%
Parking 363 299 64 (21 )%
Other 120 240 (120 ) 50 %
Selling, general and administrative (1,613 ) (2,007 ) 394 20 %
Depreciation (763 ) (878 ) 115 13 %
Loss from operations $ (240 ) $ (873 ) 633 73 %
Revenues. Total rental revenues increased by approximately $220 thousand and
$180 thousand, and parking revenue increased by approximately $51 thousand and
$64 thousand for the three and six months ended January 31, 2022, respectively.
The increase in rental revenues is attributable to an increase in real estate
tax escalations of approximately $178 thousand from a related party. The
increase in parking revenue is related to increased activity at the Company's
garage at 520 Broad Street in Newark.
Selling, general and administrative expenses. Selling, general and
administrative expenses consist mainly of payroll, benefits, facilities,
consulting and professional fees. The decrease in selling, general and
administrative expenses of approximately $216 thousand and $394 thousand for the
three and six months ended January 31, 2022, respectively, is primarily due to a
decrease in real estate tax costs due to the sale of the building in Piscataway,
New Jersey, partially offset by other increases in administrative expenses.
Depreciation expenses. Depreciation expenses decreased by approximately $60
thousand and decreased by approximately $115 thousand for the three and six
months ended January 31, 2022, respectively, compared to the three and six
months ended January 31, 2021, due to the sale of the building in Piscataway,
New Jersey.
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