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Quotes & Info
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| REIS > SEC Filings for REIS > Form 10-Q on 6-Nov-2009 | All Recent SEC Filings |
6-Nov-2009
Quarterly Report
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q.
Reis, Inc. (which we refer to as either the Company or Reis) is a Maryland corporation. The Company's primary business is providing commercial real estate market information and analytical tools for its customers, through its Reis Services subsidiary. For disclosure and financial reporting purposes, this business is referred to as the Reis Services segment.
Reis Services, including its predecessors, was founded in 1980. Reis maintains a proprietary database containing detailed information on commercial 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 based online access to information and analytical tools designed to facilitate debt and equity transactions as well as 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 sale prices. This information is critical to all aspects of valuing assets and financing their acquisition, development and construction.
Reis's revenue model is based primarily on annual subscriptions that are paid in accordance with contractual billing terms. Reis recognizes revenue from its contracts on a ratable basis; for example, one-twelfth of the value of a one-year contract is recognized monthly.
As commercial real estate markets have grown in size and complexity, Reis, over the last 29 years, has invested in the areas critical to supporting the information needs of real estate professionals in both the asset market and the space leasing market. In particular, Reis has:
? developed expertise in data collection across multiple markets and property types;
invested in the analytical expertise to develop decision support ? systems around property valuations, credit analytics, transaction support and risk management;
? created product development expertise to collect market feedback and translate it into new products and reports; and
? invested in a robust technology infrastructure to disseminate these tools to the wide variety of market participants.
These investments have established Reis as a leading provider of commercial real estate information and analytical tools to the investment community. Reis continues to develop and introduce new products, expand and add new markets and data, and find new
ways to deliver existing information to meet and anticipate client demand, as more fully described below under "Products and Services." The depth and breadth of Reis's data and expertise are critical in allowing Reis to grow its business.
Reis has expertise in collecting, screening and organizing volumes of data into its proprietary databases. Each quarter, a rotating sample of building owners, leasing agents, and managers are surveyed to obtain key building performance statistics including, among others, occupancy rates, rents, rent discounts, free rent allowances, tenant improvement allowances, lease terms and operating expenses. All survey responses are subjected to an established quality assurance and validation process. At the property level, surveyors compare the data reported by building contacts with the previous record for the property and question any unusual changes in rents and vacancies. Whenever necessary, follow-up calls are placed to building contacts for verification or clarification of the results. All aggregate market data at the neighborhood (submarket) and city (market) levels are also subjected to comprehensive quality controls. The following table lists the number of metropolitan markets covered by Reis for each of four types of commercial real estate at September 30, 2009:
Number of metropolitan markets:
Apartment 169 Office 132 Retail 140 Industrial 44 |
These metropolitan markets are further sub-divided into approximately 1,800 competitive submarkets based on property type at September 30, 2009.
In addition to the core property database, Reis develops and maintains a new construction database that monitors projects that are being added to our covered markets. Detailed tracking of the supply side of the commercial real estate market is critical to projecting performance changes at the market and submarket levels. This database is updated weekly and reports relevant criteria such as project size, property type and location for projects that are planned, proposed, under construction, or nearing completion.
Reis also maintains a sales comparables database containing transactions over $2,000,000 in 172 of our largest covered markets. The database captures key information on each transaction such as buyer, seller, purchase price, capitalization rate and financing details, where available. Because capitalization rates are so important, and Reis has been tracking performance information on many of these properties for years, we are able to provide detailed pro forma capitalization rates, in a customizable format, for a significant number of the transactions in the database.
Reis SE, available through the www.reis.com web site, serves as a delivery platform for the thousands of reports containing Reis's primary research data and forecasts, as well as a number of analytical tools. Access to the core system is by secure password only and can be customized to accommodate the needs of various customers. For example, the product can be tailored to provide access to all or only certain markets, property types and report combinations. The Reis SE interface has been refined over the past several years to accommodate real estate professionals who need to perform market-based trend analysis, property specific research, comparable property analysis, and generate valuation and credit analysis estimates at the single property and portfolio levels. These analytical tools may increase in significance over the next few years as investors study opportunities in the secondary market for commercial mortgage backed securities.
On a quarterly basis, Reis updates thousands of neighborhood and city level reports that cover historical trends, current observations and, in a majority of its markets, five year forecasts on all key real estate market indicators. These updates are supported by property, neighborhood and city data gathered during the prior quarter.
Reports are retrievable by street address, property type (apartment, office, retail and industrial) or market/submarket and are available as full color presentation quality documents or in spreadsheet formats. These reports are used by Reis's customers to assist in due diligence and to support commercial real estate transactions such as loan originations, underwriting, acquisitions, risk assessment (including loan loss reserves and impairment analyses), portfolio monitoring and management, asset management, appraisal and market analysis.
Other significant elements of Reis SE include:
? real estate news stories chosen by Reis analysts to provide information relevant to a particular market and property type;
? customizable email alerts that let users receive proactive updates on only those reports or markets that they are interested in;
property comparables that allow users to identify buildings or new ? construction projects with similar characteristics (such as square footage, rents or sales price);
quarterly "First Glance" reports that provide an early assessment ? of the apartment, office and retail sectors across the U.S. and preliminary commentary on new construction activity; and
? the "Quarterly Briefing" - a conference call during which Reis provides an analysis of its latest findings and forecasts.
Reis is continuously enhancing Reis SE by developing new products and applications. Examples of recent enhancements include:
? the October 2008 launch of 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. The resulting precision supports more informed valuations and decisions with regard to troubled debt and associated commercial real estate collateral. For all of Reis's metro areas and regions, users of Transaction AnalyticsSM can obtain, on demand, a customized read on historical, current and forecasted capital market conditions, offering key measurements of sales transaction activity, including mean, median, and 12-month rolling cap rates, total sales price, price per unit or square foot, and total transaction volume. The user may refine this analysis by including only properties that meet specified sales transaction characteristics (price or capitalization rate), or physical characteristics (size, age or class).
? the February 2009 launch of 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.
? the August 2009 enhancement of Reis's Single Property Valuation module and its Asset and Portfolio AnalysisSM service, which are designed to help clients better quantify the value and risk associated with their commercial real estate holdings.
Reis also expanded its coverage of retail markets during 2009. In May 2009, Reis initiated coverage of neighborhood and community shopping centers in 27 additional markets and in August 2009, Reis expanded retail coverage by 35 additional markets. Separately, Reis expanded its coverage of commercial real estate sale transactions by adding 90 additional markets in August 2009. As with the addition of apartment markets in 2007 and office markets in 2008, the expanded retail coverage is available for an additional fee to our customers.
Reis's data is available to customers in four primary ways: (1) annual and multi-year subscriptions to Reis SE; (2) capped subscriptions allowing customers to download a limited number of reports; (3) online credit card purchases; and (4) custom data requests. Annual subscription fees range from $1,000 to over $600,000, depending on the combination of markets, property types and reports subscribed to and allow the client to download an unlimited number of reports over a 12-month period. Capped subscriptions generally range from $1,000 to $25,000 and allow clients to download a fixed retail value of reports over a 12-month period. Individual report sales typically range from $150 to $695 per report and are available to anyone who visits Reis's retail web site or contacts Reis via telephone, fax or email. However, certain reports are only available by a subscription or capped subscription account. Finally, custom data deliverables range in price from $1,000 for a specific data element to hundreds of thousands of dollars for custom portfolio valuation and credit analysis. Renewals are negotiated in advance of the expiration of an existing contract. Important factors in determining contract renewal rates include a subscriber's historical and projected usage pattern.
Reis focuses heavily on proactive training and customer support. Reis's dedicated customer service team offers customized on-site training and web-based and telephonic support, as well as weekly web-based training seminars open to all customers. The corporate training team also meets regularly with a large proportion of Reis's customers. Additional points of customer contact include mid-year service reviews, a web-based customer feedback program and account manager visits. All of these contacts are used to assist
customers with their usage of Reis SE (including by maximizing their knowledge of the product), to identify opportunities for product adoption and increased usage and to solicit customer input for future product enhancements. In 2009, Reis's customer service group began offering training videos through the Reis SE platform.
To protect our proprietary rights, we rely upon a combination of:
? trade secret, copyright, trademark, database protection and other laws at the Federal, state and local level;
? nondisclosure, non-competition and other contractual provisions with employees, vendors and consultants;
? restrictive license agreements with customers; and
? other technical measures.
We protect our software's source code and our database as either trade secrets or under copyright law. We license our services under license agreements that restrict the disclosure and use of our proprietary information and prohibit the unauthorized reproduction, re-engineering or transfer of the information in the products and/or services we provide.
We also protect the secrecy of our proprietary database, our trade secrets and our proprietary information through confidentiality and noncompetition agreements with our employees, vendors and consultants. Our services also include technical measures designed to deter and detect unauthorized copying of our intellectual property.
We have registered the trademarks for the Reis logo and "Your Window Onto the Real Estate Market."
Real estate transactions involve multiple participants who require accurate historical and current market information. Key factors that influence the competitive position of commercial real estate information vendors include: the depth and breadth of underlying databases; price; ease of use, flexibility and functionality of the software; the ability to keep the data up to date; scope of coverage by geography and property type; customer training and support; adoption of the service by industry leaders; consistent product innovation; and recognition by business trade publications.
Reis's senior management believes that, on a national level, only a small number of firms serve the property information needs of commercial real estate investors and lenders. Reis competes directly and indirectly for customers with online services or web sites targeted to commercial real estate professionals such as CoStar Group, Inc., Real Capital Analytics, Inc., Torto Wheaton Research, a wholly-owned subsidiary of CB Richard Ellis, and LoopNet, Inc., as well as with in-house real estate research departments.
The Company was originally formed on January 8, 1997. Reis acquired the Reis Services business in the May 2007 merger, which we refer to as the Merger. Prior to May 2007, Reis operated as Wellsford Real Properties, Inc., which we refer to as Wellsford. Wellsford'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 the Reis Services business. The Company has completed the sale of the remaining units at its Gold Peak project and is seeking to exit the residential development business by selling its remaining two projects in bulk, in order to focus solely on the Reis Services business.
At September 30, 2009, the Company's residential development activities were comprised primarily of the following:
? The 259 unit Gold Peak condominium development in Highlands Ranch, Colorado, which we refer to as Gold Peak. Sales commenced in January 2006 and all of the Gold Peak units were sold as of September 30, 2009.
? The Orchards, a single family home development in East Lyme, Connecticut, upon which the Company could build 161 single family homes on 224 acres, which we refer to as East Lyme. Sales commenced in June 2006 and an aggregate of 36
homes and lots (28 homes and eight lots) were sold as of September 30, 2009. At September 30, 2009, there were one East Lyme home, five improved lots and 119 fully approved lots 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 and includes two model homes and substantially completed infrastructure and amenities, which we refer to as Claverack.
The Company is actively working with local and regional brokers related to the East Lyme and Claverack bulk sale initiatives. 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.
See Note 3 of the consolidated financial statements included in this filing for additional information regarding all of the Company's segments.
For a description of our selected significant accounting policies and estimates, see our Annual Report on Form 10-K for the year ended December 31, 2008.
Management considers certain metrics in evaluating the performance of the Reis Services business. These metrics are revenue, EBITDA (which is defined as earnings before interest, taxes, depreciation and amortization) and EBITDA margin. Following is a presentation of these historical metrics for the Reis Services business (for a reconciliation of GAAP net income to EBITDA for the Reis Services segment and to Adjusted EBITDA on a consolidated basis for each of the periods presented here, see below).
(amounts in thousands, excluding percentages)
For the Three Months Ended
September 30, Percentage
2009 2008 (Decrease) (Decrease)
Revenue $ 5,801 $ 6,524 $ (723 ) (11.1 )%
EBITDA $ 2,586 $ 2,965 $ (379 ) (12.8 )%
EBITDA margin 44.6 % 45.4 %
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For the Nine Months Ended
September 30, Percentage
2009 2008 (Decrease) (Decrease)
Revenue $ 18,065 $ 19,440 $ (1,375 ) (7.1 )%
EBITDA $ 8,342 $ 8,515 $ (173 ) (2.0 )%
EBITDA margin 46.2 % 43.8 %
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For the Three Months Ended
September 30, June 30, Percentage
2009 2009 (Decrease) (Decrease)
Revenue $ 5,801 $ 5,909 $ (108 ) (1.8 )%
EBITDA $ 2,586 $ 2,740 $ (154 ) (5.6 )%
EBITDA margin 44.6 % 46.4 %
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Reis Services's EBITDA decreased $379,000 from the third quarter of 2008 to the third quarter of 2009, primarily as a result of a revenue reduction between the two periods of $723,000. For the nine months ended September 30, 2009, EBITDA decreased $173,000, primarily as a result of a revenue reduction between the two periods of $1,375,000. The $154,000 decline in EBITDA in consecutive quarters (second quarter 2009 to third quarter 2009) is primarily the result of a decline in revenue of $108,000. We have
been able to maintain our EBITDA margins through the significant cost control measures initiated in the fourth quarter of 2008 and in place during the 2009 periods.
The revenue decreases referred to above are driven by the cumulative impact of declines in Reis Services's renewal rates over the trailing twelve month period. Our overall renewal rate was 83% for the trailing twelve months ended September 30, 2009, down from 84% for the twelve months ended June 30, 2009 and 88% for the year ended December 31, 2008. Although the trailing twelve month renewal rate continued to decline through September 30, 2009, the rate of decline slowed dramatically. This is attributable to the fact that our renewal rates during the third quarter of 2009 increased significantly to 88% overall and 89% for institutional customers, up from 80% and 83%, respectively, during the second quarter of 2009. This was our first sequential quarter over quarter increase in renewal rates since the beginning of the market downturn in 2008.
Separately, the net effect of price increases and decreases upon renewals has also negatively impacted revenue. During the past twelve months, contract price increases on renewals were constrained due to usage reductions at certain customers as well as budgetary pressures at our customers, predominantly in the banking industry, but also impacting other of our customers. Our pricing model is based on actual and projected usage, and we believe it is generally not as susceptible to downturns and personnel reductions at our customers as would be a model based upon individual user licenses. We generally impose contractual restrictions limiting our immediate exposure to revenue reductions due to mergers and consolidations. However, we have been and we may in the future be impacted by consolidation among our customers and potential customers, or in the event that customers enter bankruptcy or otherwise go out of business. During the nine months ended September 30, 2009, our bad debt expense aggregated $27,000 or only 0.1% of revenue during that period.
Our largest customer accounted for 2.7% of Reis Services's revenue for the nine months ended September 30, 2009. Our 14 largest customers, each of which accounted for greater than 1.0% of our revenue, aggregated 25.3% of Reis Services's revenue for the nine months ended September 30, 2009.
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 (loss), operating income (loss), 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 (loss), follow for each identified period:
Reconciliation of Net (Loss) to EBITDA and Residential
Adjusted EBITDA Development
for the Three Months Ended September 30, Activities
2009 Reis Services and Other* Consolidated
Net (loss) $ (162 )
Income tax (benefit) (70 )
Income (loss) before income taxes $ 1,263 $ (1,495 ) (232 )
Add back:
Depreciation and amortization expense 1,217 8 1,225
Interest expense (income), net 106 (8 ) 98
EBITDA 2,586 (1,495 ) 1,091
Add back:
Stock based compensation expense, net - 559 559
Adjusted EBITDA $ 2,586 $ (936 ) $ 1,650
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Reconciliation of Net Income to EBITDA and Residential
Adjusted EBITDA Development
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