-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JsxpQs0Qj6l6s+SvIVpzcxUFIMajytNp42QLtfcLtJENyWChBiRu1ToZS3y4gxav weEv3xT+JoSAxOoG5W9fOA== 0001038222-09-000009.txt : 20090319 0001038222-09-000009.hdr.sgml : 20090319 20090319144920 ACCESSION NUMBER: 0001038222-09-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20090316 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090319 DATE AS OF CHANGE: 20090319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reis, Inc. CENTRAL INDEX KEY: 0001038222 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133926898 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12917 FILM NUMBER: 09693194 BUSINESS ADDRESS: STREET 1: 530 FIFTH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2129211122 MAIL ADDRESS: STREET 1: 530 FIFTH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: WELLSFORD REAL PROPERTIES INC DATE OF NAME CHANGE: 19970423 8-K 1 form8k_mar19-09.htm FORM 8-K 3/19/09 form8k_mar19-09.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
     
 
Date of report (Date of earliest event reported) March 19, 2009 (March 16, 2009)
 
 
 
REIS, INC.
 
 
(Exact Name of Registrant as Specified in Charter)
 
     
     
 
Maryland
 
 
(State or Other Jurisdiction of Incorporation)
 
 
 
1-12917
 
13-3926898
 
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
         
         
 
530 Fifth Avenue, New York, NY
 
10036
 
 
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
 
(212) 921-1122
 
 
(Registrant’s Telephone Number, Including Area Code)
 
     
     
 
N/A
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
 
  Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):  
 
 
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
         
 
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
         
 
 
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
         
 
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 2.02
Results of Operations and Financial Condition.
 
 
 
(d)           On March 13, 2009, Reis, Inc. (the “Company”) issued a press release (the “Earnings Release”) regarding its financial results for the fourth quarter and full year 2008. On March 16, 2009, the Company held a conference call relating to these financial results.  Pursuant to General Instruction F to Form 8-K, copies of the Earnings Release and the transcript from the conference call (the “Transcript”) are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated into this Item 2.02 by this reference.

The Earnings Release and the Transcript include disclosure of non-GAAP financial measures.  In the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Company’s 2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2009, as well as in the Earnings Release (both of which are available at the Investor Relations portion of the Company’s website at www.reis.com), the Company includes cautionary language about the use of EBITDA and Adjusted EBITDA as non-GAAP measures and presents reconciliations of net income to EBITDA and Adjusted EBITDA for the periods discussed therein.

The information contained in this Item 2.02, including the related information set forth in the Earnings Release and the Transcript, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise.  The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in any such filing.
 
 
 
Item 8.01
Other Events.
 
 
 
On March 17, 2009, the Company issued a press release (the “Repurchase Release”) announcing that it had repurchased 194,123 shares of its common stock, in a block transaction, pursuant to a previously announced stock repurchase program.  A copy of the Repurchase Release is attached hereto as Exhibit 99.3 and is incorporated into this Item 8.01 by this reference

The information contained in this Item 8.01, including the related information set forth in the Repurchase Release, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise.  The information in this Item 8.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in any such filing.
 
 
 
Item 9.01
Financial Statements and Exhibits.
 
 
   
(d)
Exhibits
 
         
   
99.1
Press Release Dated March 13, 2009.
 
   
99.2
Transcript of March 16, 2009 Conference Call.
 
    99.3
Press Release Dated March 17, 2009.
 
 
 
2

 
 
   SIGNATURES  
     
  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   
 
     REIS, INC.  
         
     By:
/s/ Mark P. Cantaluppi
   
     
Mark P. Cantaluppi
 
     
Vice President, Chief Financial Officer
 
         
 
Date:
March 19, 2009
     
 
 
3

 
 
  Exhibit Index  
         
   
99.1
Press Release Dated March 13, 2009.
 
   
99.2
Transcript of March 16, 2009 Conference Call.
 
    99.3
Press Release Dated March 17, 2009.
 
 
4
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Exhibit 99.1
 
 
 
  FOR IMMEDIATE RELEASE:  
     
 
Reis, Inc. Announces Fourth Quarter and Annual Results for 2008

Fourth Quarter 2008 EBITDA of the Reis Services Business Segment Grows 17.5% Over 2007;
Year-Over-Year EBITDA Growth Was 35.6%
 
 
 
NEW YORK, March 13, 2009: Reis, Inc. (NASDAQ:REIS) (“Reis” or the “Company”), a leading provider of commercial real estate market information and analytical tools, announced its financial results and operational achievements for the fourth quarter and year ended December 31, 2008.
 
Results and Performance
 
Reis presents financial information for its two operating segments: the Reis Services segment, which is our primary business of real estate information services; and the Residential Development Activities segment, which business we are in the process of exiting. For comparison purposes, the Company has included pro forma financial information for the year ended December 31, 2007, which is presented as if the May 30, 2007 merger (the “Merger”) had been consummated between Reis, Inc., then a privately held real estate information company (“Private Reis”), and a wholly owned subsidiary of Wellsford Real Properties, Inc. (“Wellsford”) as of the beginning of the year.
 
Financial Results Summary
 
For the fourth quarter of 2008, the Company’s Reis Services segment reported record pre-tax income and EBITDA of $1,593,000 and $3,026,000, respectively; however, the Company reported a consolidated net loss of $(8,744,000). For the fourth quarter of 2007, the Company’s consolidated net loss was $(2,441,000). The fourth quarter 2008 loss includes impairment charges recorded in December 2008 in the Residential Development Activities segment of approximately $9,708,000, which is greater than the impairment charge of $3,149,000 recorded in December 2007, each as more fully described below. Consolidated revenues for the three months ended December 31, 2008 and 2007 were $8,359,000 and $14,166,000, respectively. During the 2008 period, revenue was comprised of subscription revenue (from the Reis Services segment) of $6,411,000 and revenue from sales of residential units of $1,948,000. During the 2007 period, consolidated revenue was comprised of subscription revenue of $6,398,000 and revenue from sales of residential units of $7,768,000.
 
For the year ended December 31, 2008, the Company’s Reis Services segment reported subscription revenue of $25,851,000, pre-tax income of $5,938,000 and EBITDA of $11,541,000, all of which were records for the Company; however, the Company’s consolidated net loss was $(7,480,000).  For the year ended December 31, 2007, the Company’s consolidated pro forma net loss was $(12,154,000). The 2008 loss includes impairment charges in the Residential Development Activities segment of approximately $9,708,000, which is greater than an impairment charge of $3,149,000 in December 2007, each as more fully described below. Total revenues for the years ended December 31, 2008 and 2007 were $47,620,000 (actual) and $57,890,000 (pro forma), respectively. During the 2008 period, revenue was comprised of subscription revenue of $25,851,000 and revenue from sales of residential units of $21,769,000. During the 2007 pro forma period, revenue was comprised of subscription revenue of $23,668,000 and revenue from sales of residential units of $34,223,000.
 
The December 2008 impairment charges of $9,708,000 relate to two of the Company’s three projects in the Residential Development Activities segment and the 2007 impairment charge of $3,149,000 relates to one of our
 
 

 
  projects.  The December 2008 impairment charges were, in general, the result of continuing deteriorating market conditions in the fourth quarter of 2008 and management’s expectations for the future.  The December 2008 impairment charges also reflect a change in intent and a lowering of management’s expectations of sales prices with respect to the two properties as a result of the establishment of more aggressive and flexible pricing levels in an attempt to close on all of the remaining homes and lots during 2009.  For the December 2007 calculation, the Company utilized assumptions in its discounted cash flow model that reflected the negative impact of the market conditions at that time and the negative effects on sales revenue, sales velocity, costs and the development plan.  Further deterioration in market conditions, or other factors, may result in additional impairment charges in future periods.

Reis Services EBITDA and Revenue
 
Management uses EBITDA to monitor and assess Reis Services’s performance and believes it is helpful to investors in understanding Reis Services’s business (see Reconciliations of Net (Loss) Income to EBITDA and Adjusted EBITDA below). For the three months ended December 31, 2008, EBITDA for the Reis Services segment was $3,026,000, representing a 47.2% EBITDA margin and a 17.5% EBITDA growth rate over fourth quarter 2007 EBITDA of $2,575,000. For the year ended December 31, 2008, EBITDA for the Reis Services segment was $11,541,000, representing a 44.6% EBITDA margin and 35.6% EBITDA growth rate over 2007 pro forma EBITDA of $8,508,000.
 
The increase in EBITDA over the comparable 2007 periods is primarily the result of (i) the revenue growth of 0.2% and 9.2% for the three and twelve months ended December 31, 2008, respectively, over the 2007 comparable periods, (ii) a significant portion of the revenue growth translating directly to EBITDA growth as a result of our fixed cost structure (as demonstrated by the increase in EBITDA margin from 40.2% to 47.2% from the fourth quarter of 2007 to the fourth quarter of 2008 and an increase from 35.9% to 44.6% from the year ended December 31, 2007 (pro forma) to the 2008 annual period), (iii) as it relates to the annual comparison, higher expenses in the pro forma 2007 period as a result of accruals for other operational obligations of Private Reis that were not Merger related costs or costs of the merged entities and (iv) management’s implementation of cost control measures during 2008.
 
Revenue decreased slightly, by 1.7% from the third quarter of 2008 to the fourth quarter of 2008 and was basically flat between the fourth quarter of 2007 and 2008.  These results reflect a decline in the renewal rate in the fourth quarter of 2008, and separately, the net effect of price increases and decreases.  During the third and fourth quarters of 2008, contract price increases on renewals were constrained due to usage reductions at some large customers as well as budgetary pressures at our customers, predominantly in the banking industry.  We generally impose contractual restrictions limiting our immediate exposure to revenue reductions due to mergers and consolidations; however, this may be negatively impacted by bankruptcies of existing customers.  Our pricing model is based on actual and projected usage, and is generally not as susceptible to downturns as would be a model based upon individual user licenses.  However, we may be impacted by future consolidation among our customers and potential customers, as a result of their reduced usage or greater bargaining power, or in the event that customers enter bankruptcy or otherwise go out of business, as has occurred during the latter part of 2008.
 
On an annual basis, revenue increased $2,183,000 in the year ended December 31, 2008 over the pro forma year ended December 31, 2007, a 9.2% increase.  Historically, Reis Services has been able to grow revenue through new business as well as contract price increases in connection with renewals as evidenced by our year over year performance.  This amount was negatively impacted by the fourth quarter 2008 performance described in the preceding paragraph. In addition, as noted in our September 30, 2008 Form 10-Q and other quarterly filings, revenues in 2007 were positively impacted by additional special project and consulting work.  This amount was approximately $339,000 greater for the year ended December 31, 2007 than the amount recorded in the comparable annual 2008 period. If we compared total revenue in the aggregate for these two periods without the additional revenue from special project and consulting work, the growth in our primary subscription business would have been $2,523,000, or 10.8%.
 
 
2

 
 
Our largest customer accounted for 2.4% of Reis Services’s revenue for the year ended December 31, 2008. Our 24 largest customers in the aggregate accounted for 31.7% of Reis Services’s revenue in that period, of which 13 customers each accounted for greater than 1% of our revenue.
 
Despite the current dislocations in the financial markets, overall report usage grew from 2007 to 2008. Further, our overall annual renewal rate for the year ended December 31, 2008 was 88%, with a higher rate among our institutional customers at 90%. The sales force continues to have success in retaining customers by emphasizing the value of Reis SE, highlighting its ability to assist in risk analysis and management, as well as transaction support.
 
Lloyd Lynford, CEO of Reis stated, “Reis Services posted a record year for revenue and EBITDA, demonstrating again that our information is critical to commercial real estate professionals as they navigate this most difficult market. While our top line growth did slow in the latter part of the year, we believe that our introduction of innovative new products and our successful cost control efforts position the company well to reignite top line growth, and maintain our enviable EBITDA margin, as the economy and market recover.”
 
Consolidated Balance Sheet Information
 
At December 31, 2008, Reis had consolidated assets of approximately $120,438,000, including approximately $24,152,000 of cash and cash equivalents, approximately $46,770,000 of consolidated liabilities (including $12,121,000 of deferred revenue) and consolidated stockholders’ equity of approximately $73,667,000 or $6.70 per common share based upon 10,988,623 shares outstanding. Officers and directors of Reis beneficially own approximately 27.5% of the common shares outstanding.
 
Operational and Financial Highlights
 
Following are recent operational and financial highlights for Reis:
 
 
 
 
In February 2009, launched Value AlertSM, an analytical tool that provides a quick measure of how previous commercial real estate value assumptions may need to be modified to reflect current economic realities.  The tool can be applied to a portfolio as an initial screen to identify assets that may warrant further scrutiny;
 
   
In October 2008, launched Transaction AnalyticsSM, a tool that empowers commercial real estate investors and portfolio managers to identify sales and capital markets trends that are directly impacting the value of their assets;
 
   
Reduced the interest rate spread over LIBOR an additional 0.5% on the Reis Services Bank Loan to 1.50% during the third quarter of 2008, which is the lowest rate allowable under that credit agreement;
 
   
Reduced construction debt by $8,306,000 from the December 31, 2007 balance to $5,077,000 at December 31, 2008, which reduction includes the retirement of the Gold Peak construction debt in the third quarter and paydowns on the East Lyme construction loan during the year. The remaining $5,077,000 balance will be repaid by June 30, 2009;
 
   
Reduced our liquidity requirement to $4,177,000 at December 31, 2008;
 
   
Continued sales at our 259 unit Gold Peak project towards our goal of a complete sell-out in mid 2009 with an aggregate of 239 sales closed at December 31, 2008, including 19 and 54 sales in the quarter and year ended December 31, 2008, respectively; and
 
   
In December 2008, instituted a stock repurchase plan, to repurchase up to $1,500,000 of Reis stock, and repurchased 2,400 shares at an average price of $3.66 per share through December 2008. Through February 28, 2009, the Company had repurchased an aggregate of 12,700 shares of common stock for $56,000 at an average price of $4.42 per share.
 

3

 
 
Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA
 
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization, impairment losses on real estate assets and stock based compensation. Although EBITDA and Adjusted EBITDA are not measures of performance calculated in accordance with GAAP, senior management uses EBITDA and Adjusted EBITDA to measure operational and management performance. Management believes that EBITDA and Adjusted EBITDA are appropriate metrics that may be used by investors as supplemental financial measures to be considered in addition to the reported GAAP basis financial information to assist investors in evaluating and understanding the Company’s business from year to year or period to period, as applicable. Further, these measures provide the reader with the ability to understand our operational performance while isolating non-cash charges, such as depreciation and amortization expenses, as well as other non-operating items, such as interest income, interest expense and income taxes, and in the case of Adjusted EBITDA, isolates non-cash charges for impairment losses on real estate assets and stock based compensation. Management also believes that disclosing EBITDA and Adjusted EBITDA will provide better comparability to other companies in Reis Services’s type of business. However, investors should not consider these measures in isolation or as substitutes for net income, operating income, or any other measure for determining operating performance that is calculated in accordance with GAAP. In addition, because EBITDA and Adjusted EBITDA are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures employed by other companies. Reconciliations of EBITDA and Adjusted EBITDA to the most comparable GAAP financial measure, net income, follow for each identified period:
 
 
 
(amounts in thousands)
   
 
Reconciliation of Net (Loss) to EBITDA and Adjusted EBITDA
for the Three Months Ended December 31, 2008
 
Reis Services
   
Residential
Development
Activities
and Other*
   
Consolidated
   
                       
 
Net (loss)
              $ (8,743 )  
 
Income tax (benefit)
                (243 )  
 
Income (loss) before income taxes
  $ 1,593     $ (10,579 )     (8,986 )  
 
Add back:
                         
 
Depreciation and amortization expense
    1,192       31       1,223    
 
Interest expense (income), net
    241       6       247    
 
EBITDA
    3,026       (10,542 )     (7,516 )  
 
Add back:
                         
 
Impairment loss on real estate assets
          9,708       9,708    
 
Stock based compensation expense, net
          154       154    
 
Adjusted EBITDA
  $ 3,026     $ (680 )   $ 2,346    
                             
 
Reconciliation of Net (Loss) to EBITDA and Adjusted EBITDA
for the Year Ended December 31, 2008
 
Reis Services
   
Residential
Development
Activities
and Other*
   
Consolidated
   
                             
 
Net (loss)
                  $ (7,480 )  
 
Income tax (benefit)
                    (1,108 )  
 
Income (loss) before income taxes
  $ 5,938     $ (14,526 )     (8,588 )  
 
Add back:
                         
 
Depreciation and amortization expense
    4,500       213       4,713    
 
Interest expense (income), net
    1,103       (485 )     618    
 
EBITDA
    11,541       (14,798 )     (3,257 )  
 
Add back:
                         
 
Impairment loss on real estate assets
          9,708       9,708    
 
Stock based compensation expense, net
          1,041       1,041    
 
Adjusted EBITDA
  $ 11,541     $ (4,049 )   $ 7,492    

 
4

 

 
 
Reconciliation of Net (Loss) to EBITDA and Adjusted EBITDA
for the Three Months Ended December 31, 2007
 
Reis Services
   
Residential
Development
Activities
and Other*
   
Consolidated
   
                       
 
Net (loss)
              $ (2,441 )  
 
Income tax (benefit)
                (1,075 )  
 
Income (loss) before income taxes
  $ 1,098     $ (4,614 )     (3,516 )  
 
Add back:
                         
 
Depreciation and amortization expense
    1,024       64       1,088    
 
Interest expense (income), net
    453       (354 )     99    
 
EBITDA
    2,575       (4,904 )     (2,329 )  
 
Add back:
                         
 
Impairment loss on real estate assets
          3,149       3,149    
 
Stock based compensation benefit, net
          297       297    
 
Adjusted EBITDA
  $ 2,575     $ (1,458 )   $ 1,117    
                             
 
 
Reconciliation of Pro Forma Net (Loss) to Pro Forma EBITDA
and Pro Forma Adjusted EBITDA
for the Year Ended December 31, 2007
 
Reis Services
   
Residential
Development
Activities
and Other*
   
Consolidated
   
 
Pro forma net (loss)
                  $ (12,154 )  
 
Income tax (benefit)
                    (1,142 )  
 
Income (loss) before income taxes
  $ 1,944     $ (15,240 )     (13,296 )  
 
Add back:
                         
 
Depreciation and amortization expense
    4,301       256       4,557    
 
Interest expense (income), net
    2,263       (1,406 )     857    
 
EBITDA
    8,508       (16,390 )     (7,882 )  
 
Add back:
                         
 
Impairment loss on real estate assets
          5,889       5,889    
 
Stock based compensation benefit, net
          (875 )     (875 )  
 
Adjusted EBITDA
  $ 8,508     $ (11,376 )   $ (2,868 )  
                             
 
*
Includes Gold Peak, East Lyme, the Company’s other developments and corporate level income and expenses.    
 
 
Residential Development Activities
 
At December 31, 2008, the Company’s residential development activities and other investments were comprised primarily of the following:
 
 
 
 
The 259 unit Gold Peak condominium development in Highlands Ranch, Colorado.  Sales commenced in January 2006 and 239 Gold Peak units were sold as of December 31, 2008, with an additional two units under contract with nominal down payments. Through March 11, 2008, an additional three units were closed.
 
         
   
The Orchards, a single family home development in East Lyme, Connecticut, upon which the Company could build 161 single family homes on 224 acres. Sales commenced in June 2006 and an aggregate of 33 homes and lots (25 homes and eight lots) were sold as of December 31, 2008. At December 31, 2008, there were no East Lyme homes under contract and four homes, including the model, were in inventory.
 
         
   
The Stewardship, a single-family home development in Claverack, New York, which is subdivided into 48 developable single-family home lots on 235 acres. Construction of two model homes, the infrastructure and amenities were substantially completed during 2008.
 

 
5

 
 
  The following table presents Gold Peak and East Lyme sales information for the respective periods:  
 
 
   
For the Three Months
Ended December 31,
   
For the Year Ended
December 31,
    Project Total
Through
December 31, 2008
   
 
     
2008
   
2007
   
2008
   
2007
       
 
Gold Peak:
                               
 
Number of units sold
    7       18       54       77       239    
 
Gross sales proceeds
  $ 1,947,000     $ 6,238,000     $ 16,469,000     $ 24,226,000     $ 72,437,000    
                                             
 
East Lyme:
                                         
 
Number of homes and lots sold (A)
          2       14       14       33    
 
Gross sales proceeds
  $     $ 1,530,000     $ 5,300,000     $ 9,797,000     $ 18,687,000    
                                             
                                             
 
(A)
In September 2008, the Company completed the sale of eight partially improved lots, in a single transaction, to a regional homebuilder for $900,000. All of the transaction proceeds were used to partially repay the project’s construction loan.    
 
 
During 2008, the Company made the decision to halt new home construction pending exploration of a bulk sale of lots at East Lyme and Claverack. In June 2008, the Company entered into a listing agreement authorizing a broker to sell the remaining lots at East Lyme. In September 2008, the Company sold eight partially improved East Lyme lots, in a single transaction, to a regional homebuilder. Separately, the Company is working with local and regional brokers related to the Claverack bulk sale initiative.  There can be no assurance that the Company will be able to sell any or all of the homes in inventory or the remaining lots, individually or in bulk, at acceptable prices, or within a specific time period, or at all.
 
Investor Conference Call
 
The Company will host a conference call on Monday, March 16, 2009, at 2:00 PM (EDT). This call is for the benefit of existing and prospective stockholders, stock analysts, and other interested parties to discuss the fourth quarter and annual 2008 results and other matters. The Company has a policy of not providing quarterly or annual guidance.
 
The U.S. dial-in number for this teleconference is (800) 860-2442.  The international dial-in number is (412) 858-4600.  A replay of the conference call will be available from shortly after the conference call through 5:00 PM (EDT) on June 16, 2009 by using U.S. dial-in number (877) 344-7529 and entering the following passcode: 428742# (international callers may use dial-in number (412) 317-0088 and use the same passcode).  An audio webcast of the conference call will be available on Reis’s website at www.reis.com/events and will remain on the website for a period of time following the call.
 
About Reis
 
The Company was formed through a May 2007 merger between Private Reis and Wellsford.  Reis carries on the businesses of Private Reis and Wellsford.
 
Private Reis was founded in 1980 as a provider of commercial real estate market information.  Reis maintains a proprietary database containing detailed information on commercial real properties in metropolitan markets and neighborhoods throughout the U.S.  The database contains information on apartment, office, retail and industrial properties and is used by real estate investors, lenders and other professionals to make informed buying, selling and financing decisions. In addition, Reis data is used by debt and equity investors to assess, quantify and manage the risks of default and loss associated with individual mortgages, properties, portfolios and real estate backed securities. Reis currently provides its information services to many of the nation’s leading lending institutions, equity investors, brokers and appraisers.
 
Reis’s flagship product is Reis SE, which provides web-browser based online access to information and analytical tools designed to facilitate both debt and equity transactions and ongoing evaluations.  In addition to trend and forecast analysis at metropolitan and neighborhood levels, the product offers detailed building-specific
 
 
6

 
 
information such as rents, vacancy rates, lease terms, property sales, new construction listings and property valuation estimates.  Reis SE is designed to meet the demand for timely and accurate information to support the decision-making of property owners, developers and builders, banks and non-bank lenders, and equity investors, all of whom require access to information on both the performance and pricing of assets, including detailed data on market transactions, supply, absorption, rents and prices. This information is critical to all aspects of valuing assets and financing their acquisition, development and construction.
 
For more information regarding Reis’s products and services, visit www.reis.com.
 
Prior to the Merger, Wellsford was a public company operating as a real estate merchant banking firm which acquired, developed, financed and operated real properties and invested in private real estate companies. The Company’s primary operating activities immediately prior to the Merger were the development, construction and sale of its three residential projects and its approximate 23% ownership interest in Private Reis. The Company is seeking to exit the residential development business in order to focus solely on the Reis Services business.
 
 
Cautionary Statement Regarding Forward-Looking Statements
 
The Company makes forward-looking statements in this press release.  These forward-looking statements may relate to the Company’s or management’s outlook or expectations for earnings, revenues, expenses, asset quality or other future financial or business performance, strategies or expectations, or the impact of legal, regulatory or supervisory matters on the Company’s business’s operations or performance. Specifically, forward-looking statements may include:
 
 
 
 
statements relating to future services and product development of the Reis Services segment;
 
         
   
statements relating to future sales of the Company’s real estate;  
         
   
statements relating to future business prospects, potential acquisitions, revenue, expenses, income, cash flows, valuation of assets and liabilities and other business metrics of the Company and its businesses, including EBITDA and Adjusted EBITDA; and
 
         
   
statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
 
 
 
These statements reflect management’s judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. With respect to these forward-looking statements, management has made certain assumptions. Future performance cannot be assured.  Actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include:
 
 
   
revenues may be lower than expected;
 
         
   
the inability to retain and increase the Company’s customer base;
 
         
   
additional adverse changes in the real estate industry and the markets in which the Company has property;
 
         
   
inability to dispose of existing residential real estate development projects at expected prices or at all;
 
         
   
competition;
 
         
   
the inability to attract and retain sales and senior management personnel;
 
         
   
difficulties in protecting the security, confidentiality, integrity and reliability of the Company’s data;
 
         
   
changes in accounting policies or practices;
 
 
7

 
   
legal and regulatory issues; and
 
         
   
the risk factors listed under “Item 1A. Risk Factors” of the Company’s report on Form 10-K for the year ended December 31, 2008, which was filed with the Securities and Exchange Commission on March 13, 2009.
 
 
 
You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this press release.  Except as required by law, the Company undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
 
 
  Press Contact:     
Mark P. Cantaluppi
Reis, Inc.
Vice President, Chief Financial Officer
(212) 921-1122
 
                       
 
8

 
 
 
Financial Information
 
The following financial information should be read in conjunction with Reis’s consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are included in Reis’s annual report on Form 10-K for the year ended December 31, 2008, which was filed with the Securities and Exchange Commission on March 13, 2009.
 
     
 
 CONSOLIDATED BALANCE SHEETS
(GOING CONCERN BASIS)
 
 
     
December 31,
   
     
2008
   
2007
   
 
ASSETS
             
 
Current assets:
             
 
Cash and cash equivalents
  $ 24,151,720     $ 23,238,490    
 
Restricted cash and investments
    3,081,469       3,663,789    
 
Receivables, prepaid and other assets
    5,944,607       8,068,675    
 
Real estate assets
    7,137,636       20,731,762    
 
Total current assets
    40,315,432       55,702,716    
 
Furniture, fixtures and equipment, net
    1,737,430       2,257,045    
 
Other real estate assets
          6,040,204    
 
Intangible assets, net of accumulated amortization of $5,981,961 and $1,967,608, respectively
    23,161,695       25,353,030    
 
Goodwill
    54,824,648       54,824,648    
 
Other assets
    398,334       670,829    
 
Total assets
  $ 120,437,539     $ 144,848,472    
                     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                 
 
Current liabilities:
                 
 
Current portion of loans and other debt
  $ 189,136     $ 175,610    
 
Current portion of Bank Loan
    3,500,000       1,500,000    
 
Construction payables
    156,653       2,791,896    
 
Construction loans payable
    5,077,333       13,382,780    
 
Accrued expenses and other liabilities
    5,365,034       8,629,376    
 
Reserve for option liability
    55,830       527,034    
 
Deferred revenue
    12,120,997       13,262,114    
 
Total current liabilities
    26,464,983       40,268,810    
 
Non-current portion of Bank Loan
    19,250,000       22,750,000    
 
Other long-term liabilities
    988,716       816,741    
 
Deferred tax liability, net
    66,580       1,313,580    
 
Total liabilities
    46,770,279       65,149,131    
 
Commitments and contingencies
                 
 
Stockholders’ equity:
                 
 
    Common stock, $0.02 par value per share, 101,000,000 shares authorized, 10,988,623 and 10,984,517 shares issued and outstanding, respectively
    219,772       219,690    
 
Additional paid in capital
    100,384,302       98,936,084    
 
Retained earnings (deficit)
    (26,936,814 )     (19,456,433 )  
 
Total stockholders’ equity
    73,667,260       79,699,341    
 
Total liabilities and stockholders’ equity
  $ 120,437,539     $ 144,848,472    


 
9

 


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(GOING CONCERN BASIS)

     
For the Three Months Ended
December 31, 2008
   
For the Three Months Ended
December 31, 2007
   
For the Year Ended
December 31, 2008
   
Unaudited
Pro Forma*
For the Year Ended
December 31, 2007
   
 
For the Period June 1, 2007 to December 31, 2007**
   
                                   
 
Revenue:
                               
 
Subscription revenue
  $ 6,411,015     $ 6,398,420     $ 25,851,168     $ 23,667,637     $ 14,615,126    
 
Revenue from sales of residential units
    1,947,902       7,767,527       21,769,898       34,222,743       21,751,781    
 
Total revenue
    8,358,917       14,165,947       47,621,066       57,890,380       36,366,907    
 
Cost of sales:
                                         
 
Cost of sales of subscription revenue
    1,355,052       1,260,717       5,474,273       5,108,134       2,920,286    
 
Cost of sales of residential units
    1,248,170       6,492,796       18,253,496       29,545,922       18,651,033    
 
Impairment loss on real estate assets
    9,708,000       3,148,932       9,708,000       5,889,316       3,148,932    
 
Total cost of sales
    12,311,222       10,902,445       33,435,769       40,543,372       24,720,251    
 
Gross (loss) profit
    (3,952,305 )     3,263,502       14,185,297       17,347,008       11,646,656    
 
Operating expenses:
                                         
 
Sales and marketing
    1,143,219       1,587,933       5,139,526       5,984,229       3,349,804    
 
Product development
    471,317       453,338       1,907,518       1,715,271       971,058    
 
Property operating expenses
    366,011       310,112       1,167,642       1,082,102       746,122    
 
General and administrative expenses
    2,805,549       4,275,181       13,963,397       20,357,816       8,180,348    
 
Total operating expenses
    4,786,096       6,626,564       22,178,083       29,139,418       13,247,332    
 
Total other income (expenses)
    (248,306 )     (153,346 )     (595,595 )     (1,503,339 )     (428,500 )  
 
(Loss) before income taxes
    (8,986,707 )     (3,516,408 )     (8,588,381 )     (13,295,749 )     (2,029,176 )  
 
Income tax (benefit)
    (243,000 )     (1,075,000 )     (1,108,000 )     (1,142,000 )     (739,000 )  
 
Net (loss)
  $ (8,743,707 )   $ (2,441,408 )   $ (7,480,381 )   $ (12,153,749 )   $ (1,290,176 )  
                                             
 
Net (loss) per common share:
                                         
 
Basic
  $ (0.80 )   $ (0.22 )   $ (0.68 )   $ (1.12 )   $ (0.12 )  
 
Diluted
  $ (0.80 )   $ (0.22 )   $ (0.71 )   $ (1.12 )   $ (0.28 )  
                                             
 
Weighted average number of common shares outstanding:
                                         
 
Basic
    10,986,292       10,984,517       10,984,963       10,880,122       10,983,526    
 
Diluted
    11,149,068       10,984,517       11,131,620       10,880,122       11,197,146    
                                             
 
  *
The unaudited pro forma combined statement of operations is presented as if the merger had been consummated, the proceeds from financing had been received, and the plan of liquidation had been terminated as of January 1, 2006. The pro forma combined statement of operations is unaudited and is not necessarily indicative of what the actual financial results would have been had the merger been consummated, the proceeds from financing had been received and the plan of liquidation had been terminated as of January 1, 2006, nor does it purport to represent the future results of operations.
 
  ** The Company returned to the going concern basis of accounting from the liquidation basis of accounting effective June 1, 2007.  
 
10
EX-99.2 5 ex99-2.htm EXHIBIT 99.2 ex99-2.htm
 
 
Exhibit 99.2
 
     
 
Transcript of
Reis, Inc. Fourth Quarter 2008 Financial Results Call
March 16, 2009
2:00PM (Eastern Time)
 
 
 
 
 
 
Speakers:
 
Mr. Lloyd Lynford, President and Chief Executive Officer  
Mr. Mark P. Cantaluppi, Vice President and Chief Financial Officer
 
 
 
OPERATOR:
Hello and welcome to the Reis, Inc. Fourth Quarter 2008 Financial Results Conference Call.  All participants will be in a listen-only mode.  There will be an opportunity for you to ask questions at the end of today’s presentation.  If you would like to ask a question during the question and answer session, please press "*" then "1" on your touchtone phone.  You will hear a tone to confirm that you have entered the list.  If you decide you want to withdraw your question please press "*" then "2."  If you should need assistance during the conference, please signal an operator by pressing "*" then "0" on your touchtone phone.  Please note this conference is being recorded.
 
Now, I would like to turn the conference over to Mr. Lloyd Lynford.  Mr. Lynford, you may begin.
 
 
 
   
 
LLOYD LYNFORD:
Good afternoon.  This is Lloyd Lynford, President and CEO of Reis.  Today we have with us Jeffrey Lynford, our Chairman and my brother; Jonathan Garfield, Co-Founder and our Executive Vice President; Mark Cantaluppi, Reis’s Chief Financial Officer; and other members of Reis’s senior management team.
 
First, I need to provide our legal disclaimer.  Today’s comments may include forward-looking statements which involve a number of risks and uncertainties and are based on currently available information and current management outlook or expectations.  Actual results may differ materially from those in the forward-looking statements.  In addition, we do not plan to update any forward-looking statements to reflect subsequent events or circumstances or if our expectations change.  For more information relating to the risks and uncertainties involved in our forward-looking statements and the Company generally, please see the “Risk Factors” and “Forward-Looking Statements” sections of our recent filings with the SEC, including our 2008 Form 10-K filed this past Friday.
 
This call is being broadcast live over the Internet and will be available for replay for a period of time following the call.  A link to the webcast of this call as well as information on the replay is available at www.reis.com/events.
 
On Friday, we filed our Annual Report on Form 10-K and issued an earnings press release, copies of which can be found at the Investor Relations portion of our website.
 
Our presentation this afternoon will include my comments on Reis’s fourth quarter, all of 2008, as well as current market conditions.  I will in turn ask Mark to speak about our three real estate projects and review our financial performance.  Afterwards, we will open the telephone lines for your questions.
 
I am pleased to report that Reis Services, the engine of our company, had a record year with respect to revenues, EBITDA and EBITDA margin, confirming once again the soundness of our business model and the critical nature of our information products for our subscribers.
 
 

 
 
   
As we have said to you on previous calls, our historical experience through multiple cycles tells us that credible third party market information remains vital during periods of economic distress as owners and lenders struggle to determine property values and to develop strategies for coping with underperforming assets and portfolios.
 
During the worst economic environment in over half a century, we are pleased to have a business model whose pillars are our proprietary database, annual subscriptions and recurring revenue.  Although Reis is not immune to the painful contractions occurring throughout the global economy, we are indeed fortunate to operate a highly profitable business that is not dependent on coming in every morning to sell the inventory on the shelves.
 
Our growth has slowed in the third and fourth quarters, as some large financial institutions have failed, merged, downsized or otherwise curtailed costs.  These events have put pressure on our resubscription rates and our ability to obtain price increases.  Fortunately, our subscriber base is diversified.  No one customer accounted for more than 2.4% of 2008 revenues.
 
I also want to remind you that Reis’s model is usage-based and that the total number of market reports consumed in 2008 actually increased, despite the fact that the value of commercial real estate transactions declined by approximately 60%.  A preliminary review of data for the first two months of 2009 indicates that our customers’ report usage continues to be up year-over-year.  These facts cannot be minimized.  They confirm that the demand for market information follows the assets themselves.  Someone, some entity, continues to be charged with their supervision even, perhaps especially, during times of plunging transaction volume, bone-dry financing availability and fear.
 
The introduction last month of our Value Alert product at the Mortgage Bankers Association Annual Meeting in San Diego illustrates the power and flexibility of Reis’s databases and delivery platform, as well as the inventiveness of our product development and technology teams to respond immediately to the opportunities presented by the duress that has spread throughout the marketplace.
 
Some of our customers with mortgage portfolios had been telling us about their need to perform what I call analytical triage on their assets, to determine which required immediate emergency intervention and which could wait their turn on the table.  Within weeks, we studied the issue, assessed what fundamental data we had to address the problem, harnessed our real estate and economic talent to determine the analytics required, wrote a product specification and built the appropriate interface to deliver Value Alert.
 
Simply stated, Value Alert quantifies changes in the market values of individual properties based on trends in rent, occupancy, operating expenses and capitalization rates within the competitive submarket in which the asset is located.  This tool provides an instant indication of how cash flow and value are likely to have changed since a property was acquired or a mortgage was originated and can be employed by our clients to perform an efficient review of their portfolios.
 
In order to understand what Reis does and how it serves the commercial real estate market, it is useful to distinguish Reis’s business model, products and role within client organizations from those of other commercial real estate information firms.  Most of those firms have products and value proportions geared almost exclusively to transaction-related or marketplace activities, and business models that depend on the number of properties listed on their websites or on the number of users of their products.
 
Again, Reis’s model is predicated on report consumption, typically driven by crucial
 
 
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decisions that need to be made about the actual assets.  We believe not only that we will perform well during the protracted recession, but that our brand, our reputation for analytical excellence and our strong, well adopted products position us for a future of reaccelerated growth.
 
As I briefly review our financial performance I would like to discuss two themes.  First, the ongoing successful performance of our core Reis Services business and second, our reduced expectations surrounding our legacy single family development projects as an almost unprecedented decline in national residential sales and prices takes its toll on the disposition of those properties.  Although we continue to make progress toward our ultimate goal of exiting the residential development business, which now accounts for just 8.6% of our total assets, the results of this segment continued to burden our consolidated numbers during the fourth quarter and fiscal 2008.
 
The results of the Reis Services segment are obscured within our consolidated numbers by the impairment charges totaling $9.7 million that we took with respect to our East Lyme and Claverack properties.  Later, Mark will discuss the methodology we employed to determine the level of impairment and will also discuss the real estate operations generally.  However, it is important to note during the course of this conference call the contracting performance and characteristics of these two segments.
 
Reis Services’s competitive advantages served us well as we responded to the pressures of a difficult market in 2008 and especially in the fourth quarter.  EBITDA for the Reis Services segment totaled approximately $3 million, representing a 47% EBITDA margin and an 18% growth rate over fourth quarter 2007 EBITDA of approximately $2.6 million.  For the year, EBITDA was approximately $11.5 million, representing a 45% EBITDA margin and a 36% growth rate over 2007 pro-forma EBITDA of approximately $8.5 million.
 
Despite these very strong results, senior management recognizes that we must be especially prudent to sustain the health and support the growth of the Company.  Toward that end, and because no one can be sure when the economy will stabilize and begin to recover, we have made a series of decisions to control costs.  Mark will also discuss some of the cost savings we have implemented, but I would like to mention a few key measures: Reducing 2008 bonuses; freezing 2009 salaries company-wide; selective reductions in non-key personnel; and an overall heightened focus on cost control.
 
Where we will not curtail spending is in our essential research activities nor in new product development.  We believe now is the time to focus on the market coverage, products, services and analytics that will provide additional value to our subscribers and prospects and that will further distinguish Reis from our competition.  As most of you know, Reis is recognized as a leader in providing sophisticated market information and property and portfolio analytics to debt and equity investors and the service firms that support them.
 
We will continue to push the envelope with respect to building our proprietary databases and developing new products.  One example of that is our upcoming May 2009 release of coverage on 27 new shopping center markets, to be followed by 35 more markets in August, bringing our total coverage to over 135 shopping center markets.  While we are making a heightened commitment to cost control, we are also positioning the firm for future growth.
 
Again, while it is unclear when the current economic downturn will end, we are certainly well past its beginnings, the first signs of which could be dated to the sub-prime meltdown two years ago.  During those two years, 2007 and 2008, Reis Services has grown its EBITDA by 88% representing a $5.4 million increase.  Since our merger with
 
 
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    Wellsford, the segment has generated incremental cash of $9 million even after paying down $2.25 million of our acquisition debt and continuing to invest in new products.
 
Our efficient fixed cost structure has allowed us to realize these favorable results.  In fact, our 2008 expenses were the same as in 2006.  All of these achievements are testimony to our ability to provide our subscribers with products and services that are mission critical to their businesses.
 
Our cash balance, our enviable EBITDA margin, our manageable debt and our demonstrated ability to control costs all suggest that we are well positioned to weather the turbulent economic climate and, upon a recovery in the economy in the market, to resume the dynamic growth that has characterized Reis Services over the last several years.
 
I would now like to turn the call over to Mark Cantaluppi to discuss our real estate and our financial results.
 
       
 
MARK CANTALUPPI:
Thank you, Lloyd.  Obviously the most significant event related to the residential development projects was the $9.7 million of aggregate impairment charges recorded in December 2008.  These charges were the ultimate outcome of a few considerations, including the continuation of deteriorating market conditions in the fourth quarter, a change in intent by management with regards to significantly lowering our price expectations, pursuing bulk sales of land and the fact that buyer/development financing is unavailable.
 
We were not alone in recording impairment charges at this juncture.  A number of national and regional homebuilders also reported significant write-offs on home inventories and land banks during the fourth quarter of 2008.
 
Of the $9.7 million, $7 million related to East Lyme and $2.7 million to the Claverack projects.  After these charges, we have total assets of $4.6 million on the balance sheet for East Lyme and $3.2 million for Claverack.  At December 31, 2008, these two projects accounted for $7.8 million, or just 6.5% of consolidated total assets.
 
Although it is taking longer than we would like, I assure you that management remains committed to exiting the residential development business.  As we have stated in the past, we have engaged brokers and continue to meet with prospects for East Lyme and Claverack as they are identified.  The significant challenge continues to be the inability by developers or investors to obtain financing or investment capital related to new developments.  Even developers who have the financial wherewithal are reluctant to take on properties under current market conditions, which may force them to delay building for a number of years while incurring costs to carry those properties.
 
Our inability to sell these assets as quickly as we would like is frustrating.  It is important to note, however, that the diminished activity at these two projects, including the cessation of homebuilding and any new infrastructure work, has allowed us to reduce project-related operating and carrying costs.  These savings are on top of the significant reductions in parent level corporate expenses that I briefed you on last quarter.  As we continue our search for buyers in 2009, we will take every opportunity to wring out additional savings.
 
A positive impact that I would like you to realize is that if we sell the East Lyme and Claverack projects at the currently reported carrying amounts, they will generate over $21 million of tax losses that will be available to offset future taxable income on a consolidated basis, including profits generated at the Reis Services segment.  We believe these tax losses will not be subject to annual limitations.
 
 
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The bright spot in our residential development segment continues to be our 259-unit Gold Peak project.  Through December 31st, we sold 239 units with an additional 3 sales through March 13th.  Currently, 5 units are under contract, leaving only 12 units available to buyers.  Gold Peak’s book value was $2.6 million at December 31, 2008, or just 2.2% of consolidated total assets.  This equates to a remaining cost per unit of $131,000, which is well below the average gross sales price on the 239 closed units of $303,000 per unit.  However, the remaining units are generally smaller sized and we are offering modest concessions.
 
I will now discuss our financial results.  The financial information I will present this afternoon includes the actual results for the fourth quarter and year ended December 31, 2008 as compared to the results for the fourth quarter and year ended December 31, 2007 and the trailing quarter ended September 30, 2008.  Please note that the information for the year ended December 31, 2007 is presented on a pro-forma basis.
 
Consolidated revenue for the fourth quarter of 2008 aggregated $8.4 million, which is comprised of subscription revenue of $6.4 million and sales revenue from residential development activities of $2 million.  Consolidated revenue for the year ended December 31, 2008 aggregated $47.6 million, which is comprised of subscription revenue of $25.8 million and sales revenue from residential development activities of $21.8 million.
 
The Company had a consolidated net loss of $8.7 million for the fourth quarter of 2008, or negative $0.80 per share on a basic and fully diluted basis.  Consolidated net loss for the year ended December 31, 2008 was $7.5 million, or negative $0.68 and negative $0.71 per share on a basic and fully diluted basis, respectively.  The net loss for both 2008 periods was negatively impacted by the $9.7 million of impairment charges I previously mentioned.
 
The Company also reports EBITDA, which we believe is a useful measure to understand the financial performance of Reis Services.  Since EBITDA is a non-GAAP financial measure, I must caution you about its limitations.  In MD&A of our 2008 annual report filed on Form 10-K and in our earnings release, both issued Friday, we include cautionary language about the use of EBITDA and Adjusted EBITDA as non-GAAP measures and present reconciliations of net income to EBITDA and Adjusted EBITDA for the quarter and year ended December 31, 2008 and for the comparable 2007 periods.  The annual 2007 information is presented on a pro forma basis.  Both our 10-K and press release are available at the Investor Relations portion of our website at www.reis.com.
 
Following are additional performance metrics for the Reis Services segment:  EBITDA for Reis Services was $3,026,000 for the fourth quarter of 2008, representing a 47.2% margin.  EBITDA was $11.5 million for the year ended December 31, 2008, representing a 44.6% margin.  In the fourth quarter of 2008, EBITDA grew 17.5% from $2,575,000 in the 2007 quarter to $3,026,000 in the 2008 fourth quarter.  The EBITDA margin improved from 40.2% to 47.2%.  Revenue was $6.4 million in both periods.
 
For the year ended December 31, 2008, EBITDA grew 35.6%, from $8.5 million to $11.5 million.  The EBITDA margin improved from 35.9% to 44.6%.  For the year ended December, 31, 2008, revenue grew approximately 9.2% over the 2007 pro forma period from $23.7 million to $25.8 million.  Annual 2007 revenue was positively impacted by special project and consulting work in excess of the amounts recorded in the 2008 annual period by approximately $339,000.  Without the additional revenue from special project and consulting work in 2007 in excess of 2008 amounts, the growth in our primary subscription business would have been $2.5 million or 10.8%.
 
Comparing the results for the fourth quarter of 2008 and the preceding third quarter,
 
 
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revenue decreased 1.7% from $6,524,000 to $6,411,000.  However, EBITDA grew 2.1% from $2,965,000 in the 2008 third quarter to $3,026,000 in the 2008 fourth quarter.  The EBITDA margin also improved from 45.4% to 47.2%.
 
The increase in EBITDA over the comparable 2007 periods is primarily the result of 1) as it relates to the annual comparison, the revenue growth of 9.2% for the year ended December 31, 2008 over the pro forma annual 2007 period, 2) the effect of a significant portion of the revenue growth translating directly to EBITDA growth as a result of our largely fixed cost structure, as demonstrated by the increase in EBITDA margins, 3) as it relates to the annual comparison, higher expenses in the pro forma year ended December 31, 2007 as a result of accruals for other obligations of private Reis that were not merger-related costs or costs of the merged entities and 4) management implementation of cost control measures during 2008.
 
Our revenue trend was impacted by a reduction in our overall annual renewal rate over the latter part of 2008.  During 2008, our annual renewal rate for the year was 88% for all customers and 90% for our institutional customers.  We believe these are still strong numbers especially under current market conditions and in fact are in line with renewal rates and the trend in renewal rates of other subscription-based business information companies.
 
Regarding costs and expenses of the Reis Services segment, the residential development activities segment and the public company costs during 2008 and into 2009, management has been challenging and controlling costs at every level.  The cost savings measures include: significantly reducing our insurance costs during 2008, which savings will carry into 2009, terminating the old Wellsford corporate office lease a few months early, company-wide, eliminating a few positions that were redundant or for initiatives that we decided to forgo, phasing out some other positions for employees in the residential development activities segment over the next year as asset sales are completed, freezing base wages for all Reis employees at the 2008 levels, cutting 2008 cash bonuses for senior executives from 2007 annualized amounts, and identifying and reducing costs across all other expense categories.
 
Following are some balance sheet statistics at December 31st.  Stockholders’ equity was $73.7 million.  The Company had approximately 11 million common shares outstanding, which equates to a book value per share of $6.70.  Directors and senior management of the Company beneficially own 28% of the outstanding stock.  Total consolidated assets aggregated $120 million.  Cash and cash equivalents aggregated $24.2 million, or $2.20 a share.  Customer receivables aggregated $5.6 million at December 31st.  Our bad debt reserve and 2008 write-offs were insignificant.
 
Our annual contract model provides a significant level of revenue visibility and predictability relative to future periods.   The Company reported deferred revenue of $12.1 million.  Deferred revenues represent revenues from annual or longer-term contracts for which we have billed and/or received payments from our customers related to services we will provide in the future.  It does not include an additional $9.8 million of revenue under contracts for which we have the contractual right to bill at a future date.  As time passes, deferred revenues are recognized as income primarily on a straight-line basis over contractual periods.
 
Our balance sheet continues to strengthen.  Total debt aggregated $28.2 million, of which $5.1 million relates directly to the East Lyme project and $22.8 million is the remaining outstanding balance of the Reis Services acquisition debt.  During 2009, we will repay the remaining $5.1 million of the residential development debt, which comes due in June.  Of that amount we have already paid $900,000 in January.  We will make scheduled quarterly principal payments aggregating approximately $3.5 million for the year on the
 
 
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Reis Services debt.  Notably, all of these debt payments can be made from our existing cash balance.
 
The Reis Services debt matures in September 2012 and has an interest rate of LIBOR plus 1.5% per annum.  For the months of January, February and March 2009, we paid interest at an all-in effective rate on this debt of just under 2%.  This lower rate reflects the combination of historically low LIBOR and a lower spread resulting from improvements in our leverage ratio due to EBITDA growth and cumulative principal repayments.
 
As you may recall, in December 2008 we implemented a program to repurchase up to $1.5 million of Reis stock.  In December, we repurchased 2,400 shares at an average price of $3.66 per share.  We have been able to repurchase stock during the current blackout period as a result of a 10b5-1-plan, put in place prior to our trading window blackout.  Through the close of the market this past Friday, March 13th, 2009 we have cumulatively repurchased 19,200 shares at an average price of $4.06 per share.  We have approximately $1,422,000 million of availability for future repurchases under this plan.
 
The number of shares purchased is limited on a daily basis to a percentage of the four-week trailing average trading volume.  As of this time we have not purchased any blocks of stock; however, we will consider making block purchases if and when an opportunity presents itself.
 
With that I will now open up the call for questions.
 
       
 
OPERATOR:
Thank you.  At this time, if you would like to ask a question, please press “*” then “1” on your touchtone phone.  You will hear a tone to confirm that you have entered the list.  If you decide you want to withdraw your question please press “*” then “2”.  That is “*” then “1” to ask a question.  We will now pause to allow parties to enter the queue.
 
Mr. Connolly?
 
       
 
PAUL CONNOLLY:
Yes.
 
       
 
OPERATOR:
Okay, you are in the queue. You may ask your question, sir.
 
       
 
PAUL CONNOLLY:
Hello, gentlemen.
 
       
 
LLOYD LYNFORD:
Hello.
 
       
 
MARK CANTALUPPI:
Hi, Paul.
 
       
 
PAUL CONNOLLY:
How are you all?
 
       
 
MARK CANTALUPPI:
Good, thanks, how are you?
 
       
 
PAUL CONNOLLY:
Fine.  Mark, could you help quantify the cost reductions that you outlined in your speech there – what it would, how it would impact expenses in 2009 versus in 2008?
 
       
 
MARK CANTALUPPI:
The last time we had talked we said it was about $1.2 million through the third quarter on an annualized basis related to G&A at the public company level.  I think on an annualized basis, considering all of those things that I said, that number is probably a little closer to somewhere between $1.3 million and $1.4 million, maybe even a little more.  At the Reis Services level, there is probably a couple hundred thousand dollars of cost savings that we’ve done as a result of a handful of things not including the step-up in…if we had given
 
 
 
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salary increases – that would be a significant number that’s being held back there.  On the real estate stuff, again there it’s got to be at least…probably about $300,000 on the real estate stuff on an annualized basis and as things go along and as we sell assets, those numbers will continue to grow up.
 
       
 
PAUL CONNOLLY:
So, in total, between Reis Services and the real estate we should be looking at a reduction of SG&A in 2009 versus 2008 as is without having sold any of the real estate that we are trying to sell would be roughly what $1.5, $1.8 million?
 
       
 
MARK CANTALUPPI:
No…I think it’s closer to somewhere between $2 million and $2.5 million, all in.  
       
 
PAUL CONNOLLY:
$2 million and $2.5 million, okay and then from the standpoint of real estate activities, now that we’ve basically shut down all activities except Gold Peak, we are not…we don’t have any future cap ex expenditures on those properties – is that correct?
 
       
 
MARK CANTALUPPI:
There is some minor cap ex that continues to be required at East Lyme – not substantial, just to finish out some road work.  The benefit of completing that work, though, is that we will be able to reduce some bonding requirements there and get some cash back that’s currently in the restricted cash line item.  It’s only a couple hundred thousand dollars, I think, to finish some of the road work that was required at this point in time.
 
       
  PAUL CONNOLLY:
Okay, great.  And just one last question on the stock buyback program, can you help me define a block purchase?
 
       
 
MARK CANTALUPPI:
A block purchase is anything that’s greater than…basically it’s anything that’s not being purchased relative to the measurement of our trailing trading volume.
 
       
 
PAUL CONNOLLY:
Okay, so you’re subject to a 25% limitation on trailing for a week.
 
       
 
MARK CANTALUPPI:
That’s right.
 
       
 
PAUL CONNOLLY:
And then you can buy anything over and above that should a block appear.
 
       
 
MARK CANTALUPPI:
Under the safe harbor rules, I think we can only buy one block a week and on that day, to continue to be within the safe harbor, we wouldn’t be able to buy stock up to the average daily trading limit.
 
       
 
PAUL CONNOLLY:
Okay, great.  Thank you very much – appreciate it.
 
       
  LLOYD LYNFORD:
Okay, thanks Paul.
 
       
 
OPERATOR:
Again, as a reminder, if you would like to ask a question or a comment please press “*” then “1” on your touchtone phone, that is “*” then “1” to ask a question or have a comment.
 
Our next question will come from Charles Levy from Smith Barney.  Please go ahead.
 
       
 
CHARLES LEVY:
Good afternoon, gentlemen.  I apologize up front because I had been traveling back last August when the acquisition attempt was made or merger attempt was made.  I never really heard any details about what went on as far as their attempt to buy the company or what your thinking was in rejecting the offer.  I wonder if you could just briefly fill me in on that?
 
       
 
LLOYD LYNFORD:
Sure.  This is Lloyd Lynford.  I think I separate our thinking into two categories: one,  
 
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process, the second, financial.  Process-wise, it was very difficult to engage their offer because they wouldn’t sign standard non-disclosure agreements and so that made it very difficult and counsel advised us that really as a public company we couldn’t provide any meaningful information particularly because this was a company that already gone public with their announcement of prior conversations.
 
I think the financial one was that we felt at that time, our Board felt at that time after engaging third-party financial and legal counsel that the offer was inadequate given the earning power and prospects of the Reis Services segment.  Specifically now, with the benefit of looking at our 2008 performance in total, we can see that the Reis Services segment generated $11.5 million of EBITDA.
 
I think the franchise value or the imputed franchise value of the CoStar offer was approximately $114 million.  You know, one view was that at $11.5 million of EBITDA, that represented about a 10% EBITDA return to the implied franchise value and we just didn’t think that…we thought that that level of return commanded…should have commanded a higher valuation than that in terms of franchise value.  And now, what…as we look at the…as our Board looks at the opportunity of acquiring some of our own stock, we look at a current market cap of roughly $27 million to $30 million and do that same calculation that I just did for you, $11.5 million of trailing EBITDA, you know, we see a 35% EBITDA return if you will on our market capitalization and I think our Board sees that as a fairly extraordinary opportunity to buy in shares.  So I think that might give you a little bit of a sense of both the process issues as well as some of the financial considerations that our outside advisors and our Board looked at when we last August determined to reject the CoStar offer.
 
       
 
CHARLES LEVY:
Okay.  Thank you very much.
 
       
 
LLOYD LYNFORD:
You’re welcome.
 
       
 
OPERATOR:
Our next question will come from Ross Haberman from Haberman Funds.  Please go ahead.
 
       
 
ROSS HABERMAN:
Thanks guys.  They were close.  Lloyd, how are you?
 
       
 
LLOYD LYNFORD:
Good.  How are you, Ross?
 
       
 
ROSS HABERMAN:
Could you…I jumped off for a moment or so and just got back on.  Could you go over the valuation on the real estate, are those…would you say those are fair market are those bulk sale levels?  I am just trying to get a sense of, you know, because all of these appraisals are an art, it’s not a science, are we going to see additional write-downs, additional reserves or do you really think you’ve been ultraconservative with the appraisals after this $9.7 million reserve?
 
       
 
LLOYD LYNFORD:
I am going to defer to Mark on that.
 
       
 
ROSS HABERMAN:
Okay.
 
       
 
MARK CANTALUPPI:
You know, I think basically the process and the analysis that we went through to make a determination on where we are, we looked at, you know, we really took a hard look at costs and we took a hard look at pricing to see where we were evaluating these things prior to the end of the year.  And with that we made a determination that …at this level, you know, these are priced, you know, we feel that we have these things priced to move at a bulk sale both at East Lyme and at Claverack to get these things out the door and complete sales and continue to move on.  The values also attribute a charge against the inventory that’s in place on the handful of homes that we have at East Lyme.  I am not
 
 
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going to give individual specifics, just because I don’t want to hurt us from a competitive situation, but I definitely believe that at $7 million of total assets here that if we can do these sales, I think these are realistic and reasonable numbers that we’ve written down to.
 
       
 
ROSS HABERMAN:
Are you actively engaged in negotiations on bulk sales today?
 
       
 
MARK CANTALUPPI:
Negotiations is a hard term.
 
       
 
ROSS HABERMAN:
Okay.
 
       
 
MARK CANTALUPPI:
I would say we are actively discussing and continue to parse through the people who come to the property.  First and foremost, I think we need to make a determination on who is a real person versus who is just out there as a real bottom feeder.  Who also has financial wherewithal to do a deal versus someone who is just out there throwing numbers just to fish.  Jeffrey and the other guys on the real estate team, they have been talking to a lot of people.  Some conversations are better than others but at this point in time, I can’t further acknowledge the status of any discussion.
 
       
 
ROSS HABERMAN:
Okay.  And just one final question on the Reis side, I guess this would be for Lloyd.  Lloyd, you talk about a little bit of pricing pressure – what’s your thought over the next year, do you think you are going to have from what you can see today much more pricing pressure and did you throw out any expectations on either revenue or cash flow for the Reis unit for ’09?
 
       
 
LLOYD LYNFORD:
To the latter, we did not.  We don’t as you know offer guidance on those kinds of things, but I would expect that for…a good percentage of 2009 that we will continue to feel some pricing pressure.  It’s the kind of thing where even if a customer’s usage is increasing but a component of their users has been laid off, it’s often difficult to argue for a significant price increase.  So I would think that until we see transaction volume, particularly the numbers of transactions, begin to stabilize and perhaps move up that we will feel some pricing pressure.  I think we have some initiatives that are attempting to mitigate any pricing pressure we have on our traditional Reis SE product line by, and that was the purpose of me addressing the Value Alert product in my remarks, is that we have launched a series of products and initiatives that speak directly to the risk management and credit administration sides of our clients because those areas really do represent fresh budgets, new budgets, that we’re not currently tapping into in a significant way, that we feel that those products can help us to offset some of the pressure that we feel for kind of our traditional SE product line.  But I would say that until the latter part of this year, assuming that the economy and the market begins to stabilize that we will feel pricing pressure that is somewhat similar to what we have experienced over the last three to six months.
 
       
 
ROSS HABERMAN:
Okay, thank you guys.  Best of luck.
 
       
 
LLOYD LYNFORD:
Thank you.
 
       
 
OPERATOR:
We show no further questions at this time.  I would like to turn the conference back over to Mr. Lynford for any closing remarks.
 
       
 
LLOYD LYNFORD:
Thank you and thank you to all of you who have participated in our call this afternoon.  As always, Mark and I are available to speak to stockholders of Reis and we would be happy to answer your questions within the parameters regarding selective disclosure, of course.  In summary, we are pleased to report that our core business, Reis Services, continues to be successful and highly profitable.  Over the last two years, 82% of incremental revenue has fallen to EBITDA.
 
 
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Moreover, we are making deliberate progress toward exiting the residential development business.  We will continue to be alert to the opportunities for growth afforded by the difficult market while simultaneously exercising prudent cost control.  We believe that our current stock price grossly underestimates the value of our company.  Consider that Reis Services’ principal payments during 2009 will total approximately $3.5 million followed by approximately $6.5 million in 2010.  The segment’s cash flow capacity comfortably supports these levels of repayment.  In light of these facts, it is important to note that our current consolidated cash balance totals $2.20 per share, 78% of Friday’s closing stock price of $2.83.  This is another of the considerations that led us to initiate our stock repurchase program.  We will continue to assess the results of this program as we work to unlock the intrinsic value of our franchise.  We look forward to updating you in mid-May on our progress against all of these important objectives.  Thank you and have a good afternoon.
 
       
 
OPERATOR:
The conference is now concluded.  Thank you for attending today’s presentation.  You may now disconnect.
 

11
EX-99.3 6 ex99-3.htm EXHIBIT 99.3 ex99-3.htm

 
  Exhibit 99.3  
 


 
   FOR IMMEDIATE RELEASE:  
     
 
Reis, Inc. Announces Block Repurchase of Reis Common Stock

Reis Reaffirms Stock Repurchase Program
 
     
 
NEW YORK, March 17, 2009: Reis, Inc. (NASDAQ:REIS) (“Reis” or the “Company”), a leading provider of commercial real estate market information and analytical tools, today announced that the Company has purchased 194,123 shares of Reis’s common stock on the open market, pursuant to a stock repurchase program announced on December 12, 2008. The purchase price of the shares was $2.63 per share.

“This purchase of a sizeable block of shares by Reis shows our strong confidence in Reis’s future prospects and reaffirms our commitment to our previously announced stock repurchase program,” remarked Lloyd Lynford, President and CEO of Reis. “We are pleased to be able to take advantage of this opportunity.”

Under the ongoing stock repurchase program, Reis is permitted to repurchase an aggregate of up to $1,500,000 of its common stock. As of today, Reis had repurchased an aggregate of 214,523 shares of its common stock at an average price of $2.75 per share, for an aggregate purchase price, including commissions, of approximately $600,000. As a result, Reis is currently authorized to repurchase an additional approximately $900,000 under the program.

About Reis

The Company was formed through a May 2007 merger (the “Merger”) between Reis, Inc., a Delaware corporation (“Private Reis”), and Wellsford Real Properties, Inc. (“Wellsford”).  Reis carries on the businesses of Private Reis and Wellsford.

Private Reis was founded in 1980 as a provider of commercial real estate market information.  Reis maintains a proprietary database containing detailed information on commercial real properties in metropolitan markets and neighborhoods throughout the U.S.  The database contains information on apartment, office, retail and industrial properties and is used by real estate investors, lenders and other professionals to make informed buying, selling and financing decisions. In addition, Reis data is used by debt and equity investors to assess, quantify and manage the risks of default and loss associated with individual mortgages, properties, portfolios and real estate backed securities. Reis currently provides its information services to many of the nation’s leading lending institutions, equity investors, brokers and appraisers.

Reis’s flagship product is Reis SE, which provides web-browser based online access to information and analytical tools designed to facilitate both debt and equity transactions and ongoing evaluations.  In addition to trend and forecast analysis at metropolitan and neighborhood levels, the product offers detailed building-specific information such as rents, vacancy rates, lease terms, property sales, new construction listings and property valuation estimates.  Reis SE is designed to meet the demand for timely and accurate information to support the decision-making of property owners, developers and builders, banks and non-bank lenders, and equity investors, all of whom require access to information on both the performance and pricing of assets, including detailed data on market transactions, supply, absorption, rents and prices. This information is critical to all aspects of valuing assets and financing their acquisition, development and construction.

For more information regarding Reis’s products and services, visit www.reis.com.
 
 

 
 
Prior to the Merger, Wellsford was a public company operating as a real estate merchant banking firm which acquired, developed, financed and operated real properties and invested in private real estate companies. The Company’s primary operating activities immediately prior to the Merger were the development, construction and sale of its three residential projects and its approximate 23% ownership interest in Private Reis. The Company is seeking to exit the residential development business in order to focus solely on the commercial real estate information services business.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain forward-looking statements. These statements may involve risks and uncertainties, including uncertainties with respect to: the pricing and amount, if any, of any repurchases of the Company’s common stock; revenues may be lower than expected; the inability to retain and increase the Company’s customer base; additional adverse changes in the real estate industry and the markets in which the Company has property; the inability to dispose of existing residential real estate development projects at expected prices or at all; competition; the inability to attract and retain sales and senior management personnel; difficulties in protecting the security, confidentiality, integrity and reliability of the Company’s data; changes in accounting policies or practices; legal and regulatory issues; and the risk factors listed under “Item 1A. Risk Factors” of the Company’s report on Form 10-K for the year ended December 31, 2008, which was filed with the SEC on March 13, 2009. Actual results, events and performance may differ materially from those in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this press release. Except as required by law, the Company undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
 
 
 
Press Contact:
Mark P. Cantaluppi
Reis, Inc.
Vice President, Chief Financial Officer
(212) 921-1122
 
                        
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