UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 10-K
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For
the fiscal year ended December 31, 2008
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or
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For
the transition period from ___________________ to
__________________.
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Commission
File Number 001-12917
REIS,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Maryland
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13-3926898
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(State
or Other Jurisdiction of Incorporation or Organization)
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I.R.S.
Employer Identification No.)
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530
Fifth Avenue, New York, NY
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10036
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(212) 921-1122 | ||||
(Registrant’s Telephone Number, Including Area Code) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Name of Each Exchange on Which
Registered
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Common
Stock, $0.02 par value per share
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The
Nasdaq Market LLC
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Securities
registered pursuant to Section 12(g) of the Act:
None
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Indicate by
check mark if the Registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes No
Indicate by
check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes No
Indicate by
check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
such shorter period that the Registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past
90 days. Yes No
Indicate by
check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): |
Large accelerated filer | Accelerated filer |
Non-accelerated
filer
(Do not check if a smaller reporting
company)
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Smaller reporting company |
Indicate by
check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes No
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant was approximately $44,947,000 based on
the closing price on the Nasdaq Global Market for such shares on
June 30, 2008. (Please see “Calculation of Aggregate
Market Value of Non-Affiliate Shares” within Item 5 of this report for a
statement of assumptions upon which this calculation is
based.)
The number of
the Registrant’s shares of common stock outstanding was 11,000,610 as
of March 10,
2009.
DOCUMENTS INCORPORATED BY
REFERENCE
Portions of the
Registrant’s definitive proxy statement for the 2009 annual stockholders’
meeting are incorporated by reference into
Part III.
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TABLE OF CONTENTS | |||||
Item
No.
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Page
No.
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PART
I
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1.
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Business
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3
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1A.
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Risk
Factors
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10
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1B.
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Unresolved
Staff Comments
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20
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2.
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Properties
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20
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3.
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Legal
Proceedings
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20
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4.
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Submission
of Matters to a Vote of Security Holders
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20
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PART
II
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5.
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Market
for Registrant’s Common Equity, Related Stockholder Matters an Issuer
Purchases of Equity Securities
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21
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6.
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Selected
Financial Data
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23
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7.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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25
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7A.
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Quantitative
and Qualitative Disclosures About Market Risk
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45
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8.
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Financial
Statements and Supplementary Data
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46
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9.
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Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
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46
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9A.
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Controls
and Procedures
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46
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9B.
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Other
Information
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46
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PART
III
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10.
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Directors,
Executive Officers and Corporate Governance
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47
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11.
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Executive
Compensation
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47
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12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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47
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13.
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Certain
Relationships and Related Transactions, and Director
Independence
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48
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14.
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Principal
Accountant Fees and
Services
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48
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PART
IV
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15.
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Exhibits
and Financial Statement Schedules
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49
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FINANCIAL
STATEMENTS
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15(a)
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Consolidated
Balance Sheets (going concern basis) at December 31, 2008 and
2007
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F-3
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Consolidated
Statements of Operations (going concern basis) for the Year Ended December
31, 2008 and for the Period June 1, 2007 to December 31,
2007
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F-4
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Consolidated
Statements of Changes in Net Assets in Liquidation (liquidation basis) for
the Period January 1, 2007 to May 31, 2007 and for the Year Ended
December 31, 2006
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F-5
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Consolidated
Statements of Changes in Stockholders’ Equity (going concern basis) for
the Year Ended December 31, 2008 and for the Period June 1,
2007 to December 31, 2007
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F-6
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Consolidated
Statements of Cash Flows for the Year Ended December 31, 2008 (going
concern basis), for the Period June 1, 2007 to December 31, 2007 (going
concern basis), for the Period January 1, 2007 to May 31, 2007
(liquidation basis) and for the Year Ended December 31, 2006
(liquidation basis)
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F-7
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Notes
to Consolidated Financial Statements
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F-9
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FINANCIAL
STATEMENT SCHEDULES
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All schedules have been omitted because the required information for such schedules is not present, is not present in amounts sufficient to require submission of the schedule or because the required information is included in the consolidated financial statements. |
Item 1.
Business.
Organization
Reis,
Inc., which we refer to as either the Company or Reis (formerly Wellsford
Real Properties, Inc., which we refer to as Wellsford), is a Maryland
corporation. The name change from Wellsford to Reis occurred in June 2007
after the completion of the May 2007 merger (which event we refer to as
the Merger) of the privately held company, Reis, Inc. (which we refer to
as Private Reis) with and into Reis Services, LLC (which we refer to as
Reis Services), a wholly-owned subsidiary of Wellsford.
Business
Reis
Services’s Historic Business
The
Company’s primary business is providing commercial real estate market
information and analytical tools for its customers. For
disclosure and financial reporting purposes, this business is referred to
as the Reis Services segment.
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 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 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.
Industry
Background
Commercial
real estate assets represent a significant share of the overall
value of investible U.S. assets. According to the
Real Estate Roundtable in December 2008, the United States commercial real
estate market is valued at roughly $6 trillion. The value of
the Wilshire 5000, which approximates the total market capitalization of
the U.S. equity markets, was $9 trillion at December 31,
2008.
In
a typical year, thousands of commercial real estate properties are sold,
purchased, financed and evaluated, hundreds of millions of square feet of
new construction projects are completed, and a similar number of square
feet are signed to new leases. However, 2008 was not a typical
year. Reis estimates that the value of commercial real estate
transactions in the United States declined by approximately 60% from 2007
to 2008. Separately, CMBS issues, which were over $230 billion
in 2007, are estimated to be less than $20 billion for
2008. Credit is scarce and future liquidity levels remain
uncertain for 2009.
The
varied participants in U.S. commercial real estate demand timely and
accurate information to support their decision-making. Participants in the
asset market, such as property owners, developers and builders, banks and
non-bank lenders, and equity investors, require access to information on
both the performance and pricing of assets, including detailed data on
market transactions, supply, and absorption. This information is critical
to all aspects of valuing assets and financing their acquisition,
development and construction. Additionally, brokers, operators and lessors
require access to detailed information concerning current and historical
rents, vacancies, concessions, operating expenses, and other market-and
property-specific performance measures.
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In
recent years, corporate governance and other regulatory requirements (such
as mark-to-market requirements, the Basel Capital Accord (Basel II),
guidance from the Federal Reserve System, the Office of the Comptroller of
the Currency, and the Federal Deposit Insurance Company (FDIC)) have
increased the need for market and portfolio analysis, generating demand
for appropriate analytical tools. The commercial banking and
investment banking industries are undergoing a wave of mergers,
reorganizations, FDIC-arranged takeovers and other dislocations, similar
to the consolidations which occurred following the savings & loan
collapses in the late 1980s and early 1990s. In addition, the
U.S. government’s Financial Stability Plan (formerly the Troubled Asset
Relief Program), originally enacted in October 2008, gives the U.S.
Treasury Secretary broad authority to purchase and insure mortgage assets,
and to purchase any other financial instrument that the Secretary deems
necessary to stabilize the financial markets. Various
additional legislative and regulatory measures are being considered,
including the establishment of a “bad bank” to acquire distressed and/or
non-performing assets. On February 10, 2009, the Treasury
Department announced that the government’s Term Asset-Based Securities
Loan Facility will include securities backed by commercial loans, allowing
certain investors to swap AAA-rated securities for U.S. Treasury
securities.
Operations
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:
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▪
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developed
expertise in data collection across multiple markets and property
types;
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invested in the analytical expertise to develop decision support systems around property valuations, credit analytics, transaction support and risk management; | |||
▪
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created
product development expertise to collect market feedback and translate it
into new products and reports; and
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▪
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invested
in a robust technology infrastructure to disseminate these tools to the
wide variety of market participants.
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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.
Customers
As
of December 31, 2008, Reis had approximately 720 companies under
signed contracts. Generally, each company has multiple users entitled to
access Reis SE.
These numbers do not include users who pay for individual reports by
credit card.
Approximately
75% of our contract revenues derive from banks, other financial
institutions, funds, equity owners and domestic and international
regulators, and 25% derive from service providers (such as brokers and
appraisers).
Proprietary
Databases
Over
the last 29 years, Reis has developed 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. Reis publishes information on
approximately 1,800 submarkets at December 31, 2008. The
following table lists the number of metropolitan markets covered by Reis
for each of four types of commercial real estate at December 31,
2008:
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Number
of metropolitan markets:
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Apartment
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169 | |||||||
Office
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132 | |||||||
Retail
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76 | |||||||
Industrial
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44 |
In
addition to the core property database, Reis maintains a new construction
database that monitors projects that are being added to the covered
markets. The database reports relevant criteria such as project size,
property type and location for planned and proposed projects, projects
under construction, and projects nearing completion.
Finally,
Reis also maintains a sales comparables database that captures information
such as buyer, seller, purchase price, capitalization rate and financing
details, where available, for transactions over $2,000,000 in 82 of our
largest covered markets.
Products
and Services
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.
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:
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▪
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real
estate news stories chosen by Reis analysts to provide information
relevant to a particular market and property type;
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▪
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customizable
email alerts that let users receive proactive updates on only those
reports or markets that they are interested in;
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▪
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property
comparables that allow users to identify buildings or new construction
projects with similar characteristics (such as square footage, rents or
sales price);
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▪ |
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
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▪ |
the
“quarterly briefing” — a conference call during which Reis provides
an analysis of its latest findings and forecasts.
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Reis
is continuously enhancing Reis SE by developing
new products and applications. Examples of recently released enhancements
include:
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▪
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the
introduction of Reis SE
version 4.0 in February 2008. This
release introduced enhanced mapping and filtering capabilities around
rent, sales and new construction comparables databases. Clients
now benefit from the integration of Reis data with Microsoft’s Virtual
Earth™ mapping software, and from live display of group summary statistics
pertaining to structural characteristics, performance and
sales;
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▪
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coverage
of an additional 20 metropolitan office markets, concentrated in Florida
and California, launched in May 2008, with a further addition of 30
markets, concentrated in the Northeast and Midwest, launched in August
2008;
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▪
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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 rate cap), or physical characteristics (size,
age or class). All property level transactions are accessible
within the module, providing complete transparency; and
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▪
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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.
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Separately,
Reis has continued to broaden its distribution channels by entering into a
distribution agreement with Thomson Reuters in June 2008 to provide a
quarterly sample of its national level commercial real estate research
findings. Reis believes that this distribution agreement
exposes Reis information to potential international
subscribers.
Reis
also intends to expand its coverage of retail markets during 2009, with
additional markets beginning coverage in May 2009 and August
2009. As with the addition of apartment markets in 2007 and
office markets in 2008, the expanded retail coverage will be available for
an additional fee to our existing customers.
Cost
of Service
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.
Customer
Service and Training
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.
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Proprietary
Rights
To
protect our proprietary rights, we rely upon a combination
of:
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•
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trade
secret, copyright, trademark, database protection and other laws at the
Federal, state and local level;
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•
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nondisclosure,
non-competition and other contractual provisions with employees, vendors
and consultants;
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•
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restrictive
license agreements with customers; and
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•
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other
technical measures.
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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.”
Competition
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. (or CoStar), Real Capital
Analytics, Inc., Torto Wheaton Research, a wholly-owned subsidiary of CB
Richard Ellis, Property and Portfolio Research Inc., a subsidiary of the
Daily Mail and General Trust plc, and LoopNet, Inc., as well as with
in-house real estate research departments.
Wellsford’s
Historic Business
The Company was
originally formed on January 8, 1997. Prior to the
adoption of the Company’s Plan of Liquidation, which we refer to as the
Plan (see below), the Company was 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.
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Residential
Development Activities
At December 31, 2008, the Company’s
residential development activities were comprised primarily of the
following:
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▪
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The
259 unit Gold Peak condominium development in Highlands Ranch,
Colorado, which we refer to as Gold Peak. Sales commenced in January 2006
and 239 Gold Peak units were sold as of December 31, 2008.
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▪
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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 33 homes and lots (25 homes and eight lots) were sold as of
December 31, 2008.
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|||
▪
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The
Stewardship, a single family home development in Claverack, New York,
which is subdivided into 48 developable single family home lots on
235 acres, which we refer to as Claverack.
|
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.
Additional
Segment Financial Information
See
Note 3 of the consolidated financial statements included in this filing
for additional information regarding all of the Company’s
segments.
Unsolicited Offers and
Board Rejections
On
August 13, 2008, Reis’s board of directors, which we refer to as the
Board, rejected, for a second time, a proposal by CoStar to acquire the
Company for $8.75 per share in cash. In the view of the Board,
the price offered in the CoStar proposal was inadequate as it was below
the long-term value Reis could realize for its stockholders by the pursuit
of its business as an independent entity and the continued disposition of
its real estate assets, or by an organized sale of the
Company. CoStar made its initial unsolicited offer, also at
$8.75 per share in cash, on June 5, 2008, which was rejected by the
Board on June 30, 2008. On October 30, 2008, CoStar publicly
announced on its quarterly conference call that it was formally
withdrawing its offer.
Merger with Private
Reis
On
October 11, 2006, the Company announced that it and Reis Services
entered into a definitive merger agreement with Private Reis to acquire
Private Reis and that the Merger was approved by the independent members
of the Board. The Merger was approved by the stockholders of both the
Company and Private Reis on May 30, 2007 and was completed later that
day. The previously announced Plan of the Company was terminated as a
result of the Merger and the Company returned to the going concern basis
of accounting from the liquidation basis of accounting. For accounting
purposes, the Merger was deemed to have occurred at the close of business
on May 31, 2007 and the statements of operations include the
operations of Reis Services, effective June 1, 2007.
The
Merger agreement provided for half of the aggregate consideration to be
paid in Company stock and the remaining half to be paid in cash to Private
Reis stockholders, except Wellsford Capital, the Company’s subsidiary
which owned a 23% converted preferred interest and which received only
Company stock. The Company issued 4,237,074 shares of common stock to
Private Reis stockholders, other than Wellsford Capital, used $25,000,000
of the cash consideration (which was funded by a $27,000,000 bank loan
facility, which we refer to as the Bank Loan, the commitment for which was
obtained by Private Reis in October 2006 and was drawn upon immediately
prior to the Merger), and paid approximately $9,573,000, which the Company
provided. The per share value of the Company’s common stock, for purposes
of the exchange of stock interests in the Merger, had been previously
established at $8.16 per common share.
The
value of the Company’s stock for purposes of recording the acquisition was
based upon the average closing price of the Company’s stock for a short
period near the date that the merger agreement was executed of $7.10 per
common share, as provided for under the existing accounting
literature.
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As
the Company was the acquirer for accounting purposes, the acquisition was
accounted for as a purchase by the Company. Accordingly, the acquisition
price of the remainder of Private Reis acquired in this transaction,
combined with the historical cost basis of the Company’s historical
investment in Private Reis, has been allocated to the tangible and
intangible assets acquired and liabilities assumed based on respective
fair values. The Company finalized the purchase price
allocation in December 2007, which was within the permitted time period
for completing such an assessment under the existing accounting
rules.
Plan of Liquidation
and Return to Going Concern Accounting
On
May 19, 2005, the Board approved the Plan, and on November 17,
2005, the Company’s stockholders ratified the Plan. The Plan contemplated
the orderly sale of each of the Company’s remaining assets, which were
either owned directly or through the Company’s joint ventures, the
collection of all outstanding loans from third parties, the orderly
disposition or completion of construction of development properties, the
discharge of all outstanding liabilities to third parties and, after the
establishment of appropriate reserves, the distribution of all remaining
cash to stockholders. The Plan also permitted the Board to acquire
additional Private Reis shares and/or discontinue the Plan without further
stockholder approval. Upon consummation of the Merger, the Plan was
terminated.
As
required by Generally Accepted Accounting Principles, or GAAP, the Company
adopted the liquidation basis of accounting as of the close of business on
November 17, 2005. Under the liquidation basis of accounting, assets
were stated at their estimated net realizable value and liabilities were
stated at their estimated settlement amounts, which estimates were
periodically reviewed and adjusted as appropriate. The reported
amounts for net assets in liquidation presented development projects at
estimated net realizable values giving effect to the present value
discounting of estimated net proceeds therefrom. All other assets were
presented at estimated net realizable value on an undiscounted basis. The
amount also included reserves for future estimated general and
administrative expenses and other costs and for cash settlements on
outstanding stock options during the liquidation.
The
Company returned to the going concern basis of accounting effective upon
completion of the Merger on May 31, 2007.
Corporate
Information
The
Company’s executive offices are located at 530 Fifth Avenue, Fifth Floor,
New York, New York 10036; telephone: (212) 921-1122; web site: www.reis.com;
email: investorrelations@reis.com.
To
access investor relations information and the Company’s other documents
filed with the Securities and Exchange Commission, or SEC, visit www.reis.com.
Copies of our most recent annual report on Form 10-K, any later filed
quarterly reports on Form 10-Q and current reports on Form 8-K, as well as
any amendments thereto, are available on our website, as soon as
reasonably practicable after we electronically file such material with, or
furnish it to, the SEC. Please note that information on the
Company’s web site is not part of this Form 10-K filing.
On
a consolidated basis, the Company had 136 employees as of December 31,
2008.
Cautionary Statement
Regarding Forward-Looking Statements
The
Company makes forward-looking statements in this annual report on
Form 10-K. 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 our business, operations or
performance. Specifically, forward-looking statements may
include:
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▪
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statements
relating to future services and product development of the Reis Services
segment;
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▪
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statements
relating to future sales of the Company’s real estate;
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▪
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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
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▪
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statements
preceded by, followed by or that include the words “estimate,” “plan,”
“project,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target”
or similar expressions.
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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; | |||
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▪
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the
inability to retain and increase the Company’s customer
base;
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||
▪
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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;
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▪ | 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 this annual report on Form 10-K. |
You
are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date of this annual report on
Form 10-K. 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 annual report on Form 10-K or to reflect the
occurrence of unanticipated events.
Item 1A. Risk
Factors.
The
following is a discussion of the risk factors that Reis’s management
believes are material to Reis at this time. These risks and uncertainties
are not the only ones facing Reis and there may be additional matters that
Reis is unaware of or that Reis currently considers immaterial. Any or all
of these could adversely affect Reis’s business, results of operations,
financial condition and cash flows. Our commercial real estate information
services business is our primary business segment. However, sales of, or a
failure to sell, our remaining real estate properties could significantly
impact our results of operations, financial condition and cash
flows.
Risk
Factors Relating to Reis Generally
Our common
stock is thinly traded and there may continue to be little or no liquidity
for shares of
our common stock.
Historically,
our common stock has been thinly traded and an active trading market for
our common stock may not develop. In the absence of an active public
trading market, investors trying to sell their shares may find it
difficult to find buyers for their shares at prices quoted in the market
or at all.
Our
Board may authorize transactions with respect to our common
stock. These transactions may include a reverse stock split or
odd-lot or other share repurchase programs. In December 2008,
we announced that our Board authorized a repurchase program of shares of
our common stock up to an aggregate amount of $1,500,000. In
addition, Wellsford effected an odd-lot share repurchase program in 1999,
strategically repurchased shares between 1999 and 2001, and executed a
reverse stock split in 2000. All decisions regarding any such transactions
will be at the discretion of our Board and will be evaluated from time to
time by the Board in light of the price per share of our common stock, the
number of shares of our common stock outstanding, applicable NASDAQ rules,
applicable law and other factors that our Board deems relevant. If we
effect any such transaction, the liquidity of our common stock could be
adversely affected by the reduced number of shares that would be
outstanding after the transaction. In addition, a share repurchase program
(including the current program) requires the payment of cash by Reis to
stockholders, which could adversely impact our
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financial
liquidity. If we effect a reverse stock split, there can be no assurance
that the market price per share of our common stock after the reverse
stock split will rise or remain constant in proportion to the reduction in
the number of shares of our common stock outstanding before the reverse
stock split.
Our
executive officers and directors
own a significant percentage of our stock and have significant control of
our management and affairs, and they may take
actions which may not be in the best interest of other
stockholders.
The
executive officers and directors of Reis beneficially owned approximately
27.5% of Reis’s outstanding common stock as of December 31, 2008. Of this
total, Lloyd Lynford (10.1%), Jonathan Garfield (6.9%) and Jeffrey Lynford
(5.2%) beneficially owned an aggregate of 22.2%. This significant
concentration of share ownership may adversely affect the trading price of
our common stock because investors may perceive disadvantages in owning
stock in companies where management holds a significant percentage of the
voting power. Consequently, this concentration of ownership may have the
effect of delaying or preventing a change of control, including a merger,
consolidation or other business combination involving Reis, or
discouraging a potential acquirer from making a tender offer or otherwise
attempting to obtain control, even if such a change of control would
benefit Reis’s stockholders other than the group of directors and officers
described above.
Our success
depends on retaining key executive officers and
personnel and attracting and retaining capable management and
operating personnel.
Reis’s
business plan with respect to its commercial real estate information
services business was developed, in large part, by Reis’s President and
Chief Executive Officer, Lloyd Lynford, Reis’s Executive Vice President,
Jonathan Garfield, and Reis Services’s Chief Operating Officer, William
Sander. The continued implementation and development of Reis’s business
plan, and our business generally, requires their skills and knowledge.
Reis may not be able to offset the impact of the loss of the services of
Lloyd Lynford, Mr. Garfield, Mr. Sander or other key officers or
employees because its business requires skilled management, as well as
technical, product and technology, and sales and marketing personnel, who
are in high demand and are often subject to competing offers. Competition
for qualified employees is intense in the information industry, and the
loss of a substantial number of qualified employees, or an inability to
attract, retain and motivate additional highly skilled employees could
have a material adverse impact on Reis.
Although
Reis uses various incentive programs to retain and attract key personnel,
these measures may not be sufficient to either attract or retain, as
applicable, the personnel required to ensure our
success. Issuances pursuant to our incentive plans may result
in dilution to Reis stockholders.
Our
governing documents and Maryland law contain anti-takeover
provisions that may
discourage acquisition bids or merger proposals, which may adversely
affect the market
price of our common stock.
Reis’s
articles of amendment and restatement contain provisions designed to
discourage attempts to acquire control of Reis by merger, tender offer,
proxy contest, or removal of incumbent management without the approval of
our Board. These provisions may make it more difficult or expensive for a
third party to acquire control of Reis even if a change of control would
be beneficial to the interests of its stockholders. These provisions could
discourage potential takeover attempts and could adversely affect the
market price of Reis’s common stock. Reis’s governing
documents:
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▪
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provide
for a classified board of directors, which could discourage potential
acquisition proposals and could delay or prevent a change of
control; and
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▪
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authorize
the issuance of blank check stock that could be issued by Reis’s Board to
thwart a takeover attempt.
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In addition, under
Maryland law, certain “business combinations” (including certain issuances
of equity securities) between a Maryland corporation and any person who
beneficially owns 10% or more of the voting power of the corporation’s
shares or an affiliate thereof are prohibited for five years after the
most recent date on which the interested stockholder becomes an interested
stockholder. Reis’s Board has exempted from the Maryland statute any
business combinations with Jeffrey Lynford or Edward Lowenthal (a director
of the Company) or any of their respective affiliates or any other person
acting in concert or as a group with any of such persons, and,
consequently, the five-year prohibition and the supermajority vote
requirements will not apply to business combinations between such persons
and Reis.
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Increases
in interest rates could materially increase our interest
expense.
As
of December 31, 2008, we had approximately $27,827,000 of variable
rate debt outstanding. We may incur additional variable rate indebtedness
in the future. Accordingly, if interest rates increase, so will our
interest costs, which may have a material adverse effect on our business,
results of operations, cash flows and financial condition. We have limited
our exposure to significant interest rate increases on some of our
existing variable rate debt by purchasing interest rate caps. In
purchasing interest rate caps, we attempt to protect against significant
increases in interest rates, weighing the cost of such caps against the
protection afforded. Based on the December 31, 2008 debt balances and
the notional amount of the interest rate caps, a 1% increase in the base
interest rates on our variable rate debt would result in approximately
$279,000 of additional interest being incurred on an annualized
basis.
Our ability
to use the net operating loss carryforwards of the
historic Wellsford business will be subject to limitation and could
be eliminated.
Generally,
a change of more than 50% in the ownership of a corporation’s stock, by
value, over a three-year period constitutes an ownership change under
Section 382 of the Internal Revenue Code of 1986, as amended, which
we refer to as the Code. In general, Section 382 imposes an annual
limitation on a corporation’s ability to use its net operating losses, or
NOLs, from taxable years or periods ending on or before the date of an
ownership change to offset U.S. Federal taxable income in any
post-change year. The historic Wellsford business experienced such an
ownership change as a result of the May 2007 merger; as a result we are
subject to the limitation under Section 382 with respect to
pre-change NOLs of the historic Wellsford business. Section 382
imposes significant limitations on the use of historic Wellsford’s NOL
carryforwards. The annual limitation on our use of the historic Wellsford
NOLs through 2027, as a result of the ownership change, is approximately
$2,779,000 per year.
Moreover,
if a corporation experiences an ownership change and does not satisfy the
continuity of business enterprise, or COBE, requirement (which generally
requires that the corporation continue its historic business or use a
significant portion of its historic business assets in a business for the
two-year period beginning on the date of the ownership change), it cannot,
subject to certain exceptions, use any NOL from a pre-change period to
offset taxable income in post-change years. Although there can be no
assurance that this requirement will be met within the two-year period
with respect to the ownership change effected by the May 2007 Merger, our
management believes there is a tax return basis for stating that this
requirement was met through December 31, 2008.
We
have NOL carryforwards, for Federal income tax purposes, resulting from
Wellsford’s merger with Value Property Trust in 1998 and operating losses
in 2004, 2006 and 2007. Assuming we are able to satisfy the COBE
requirement described above, we expect that we could only potentially
utilize approximately $34,610,000 of the remaining NOLs existing at
December 31, 2008, based on the new $2,779,000 annual limitation and
expirations. Approximately $7,351,000 of this amount will expire in 2010.
The actual ability to utilize the tax benefit of any existing NOLs will be
subject to future facts and circumstances with respect to meeting the
above described COBE requirements at the time NOLs are being utilized on a
tax return. Realization of the NOL does not meet the criteria
under GAAP for financial statement recognition, and accordingly, no asset
and valuation allowance related thereto has been reflected in the
Company’s consolidated financial statements.
Private
Reis had NOL carryforwards aggregating approximately $9,200,000 at
December 31, 2008, expiring in the years 2019 to 2026. These losses may be
utilized against consolidated taxable income, subject to a $5,300,000
annual limitation. During the seven month period subsequent to
the Merger, the Company generated an NOL of approximately $4,600,000 which
may be utilized against consolidated taxable income through 2027 and is
not subject to an annual limitation.
Risk
Factors Relating to Our Commercial Real Estate Information Services
Business
A
failure to attract and retain customers could harm our
business.
We
must acquire new customers and expand our business with our current
customers in order to grow our business. Our
ability to grow our business will be adversely impacted to the extent that
current customers reduce or discontinue to use Reis SE, or if we are
unable to convince prospective customers to subscribe to Reis
SE. This may occur due to budgetary constraints,
particularly during the current economic downturn, or if our product
offering is less competitive with those of other companies in our
industry. In the latter part of 2008, we experienced an overall
decrease in the total number of our customers due to slippage in our
renewal rates for smaller customers. The number of customers
was also impacted by the fact that we added a large number of these
smaller customers in 2007 and historically our renewal rate for first year
customers is significantly lower than for longer term
customers. There can be no assurance that we will be successful
in continuing to acquire additional customers or expanding business from
our existing customers.
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Our
revenues are concentrated among certain key customers.
Our
commercial real estate information services business had approximately 720
customers at December 31, 2008, but derives approximately 31.7% of its
revenues from 24 customers. The largest customer accounted for 2.4% of
Reis Services revenues for the year ended December 31, 2008. If
we were to experience a reduction or loss of business from a number of
these 24 largest customers, it could have a material adverse effect on our
revenues and, depending on the significance of the loss, our financial
condition, cash flows and profitability. In addition, although we
generally impose contractual restrictions limiting our immediate exposure
to revenue reductions due to mergers and consolidations and our pricing
model is based on projected usage, we may be impacted by consolidation
among our customers and potential customers, as a result of their reduced
usage on a combined basis or greater bargaining power.
We
may be unable to compete successfully with our current or future
competitors.
We
have competition from both local companies that prepare commercial real
estate research with respect to their specific geographic areas and
national companies that prepare national commercial real estate research.
Specifically, certain of our products compete with those of CoStar, Real
Capital Analytics, Torto Wheaton, Property and Portfolio Research, and
LoopNet. Some of our competitors, either alone or with
affiliated entities, may have greater access to resources than we do.
Competition could negatively impact our revenues and
profitability.
We
may not be able to sustain revenue growth and increase profitability in
our commercial real estate information services business.
We
expect that our revenues will grow in the future and that we will increase
our profitability, however, such expectations may not be
realized. Our revenue growth slowed during 2008, primarily in
the latter part of the year, and we experienced a modest decline in
revenue from the third quarter of 2008 to the fourth quarter of 2008. We
cannot guarantee that we will be able to grow revenues in the
future.
We
may incur additional expenses, such as marketing and product development
expenses, with the expectation that it will result in revenue growth in
the future; however, such additional expenses may result in reduced
profitability or margins, or negatively
impact liquidity. During 2008, we were able to improve our
margins and increase EBITDA, which is GAAP net income, before interest,
taxes, depreciation and amortization, in the Reis Services
business. This was achieved through revenue growth of 9.2% over
2007 and cost control measures implemented in 2008. There can
be no assurance that the trend of EBITDA growth and increase in margins
will continue into the future.
We
must continue to obtain information from multiple sources.
The
quality of Reis
SE depends substantially on information provided by a large number
of commercial real estate brokers, agents and property owners. If a
significant number of these sources choose not to continue providing
information to us, our product could be negatively affected, potentially
resulting in an increase in customer cancellations and a failure to
acquire new customers.
Our
revenues, expenses and operating results could be affected by general
economic conditions
or by changes in commercial real estate markets, which are
cyclical.
Our
business is sensitive to trends in the general economy and trends in
local, regional and national commercial real estate markets, which are
unpredictable. Therefore, operating results, to the extent they reflect
changes in the broader commercial real estate industry, may be subject to
significant fluctuations. A number of factors could have an effect on our
revenues, expenses, operating results or cash flows, such
as:
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▪
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periods
of economic slowdown or recession in the U.S. or
locally;
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▪
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budgetary
and financial burdens on our customers and potential
customers;
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▪
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merger,
acquisition, failure or government takeover of our customers and potential
customers;
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governmental
intervention in economic policy;
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▪
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inflation;
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▪ |
flows
of capital into or out of real estate investment in the U.S. or
various regions of the U.S.;
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▪ |
changes
to the manner in which transactions are financed;
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▪ |
changes
in the risk profile of real estate assets and collateral for
financings;
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▪ |
changes
in levels of rent or appreciation of asset values;
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▪ |
changing
interest rates;
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▪ |
tax
and accounting policies;
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▪ | the cost of capital; | |||
▪ |
costs
of construction;
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▪ |
increased
unemployment;
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▪ |
lower
consumer confidence;
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▪ |
lower
wage and salary levels;
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▪ |
war,
terrorist attacks or natural disasters; or
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▪ | the public perception that any of these conditions may occur. |
If
our customers choose not to use Reis SE because of any
of these factors, and we are not successful in attracting new customers,
our revenues, expenses, operating results, cash flows or stock price could
be negatively affected.
Our success
depends on our ability to introduce new or upgraded services or
products.
To
continue to attract new customers to Reis SE, we may need to
introduce new products or services. We may choose to develop new products
and services independently or to license or otherwise integrate content
and data from third parties. The introduction of new products and services
could impose costs on our business and require the use of resources, and
there is no guarantee that we will continue to be able to access new
content and technologies on commercially reasonable terms or at all. If
customers or potential customers do not recognize the value of our new
services or enhancements to existing services, operating results could be
negatively affected. We may incur significant costs and experience
difficulties in developing and delivering these new or upgraded services
or products.
Efforts
to enhance and improve the ease of use, responsiveness, functionality and
features of our existing products and services have inherent risks, and we
may not be able to manage these product developments and enhancements
successfully or in a cost effective manner. If we are unable to continue
to develop new or upgraded services or products, then customers may choose
not to use our products and services. Our growth would be negatively
impacted if we were unable to successfully market and sell any new
services or upgrades.
If we fail
to protect confidential information against security breaches, or
if customers
are reluctant to use products because of privacy concerns, we might
experience
a loss in profitability.
Pursuant
to the terms and conditions of use on our web site, as part of our
customer registration process, we collect and use personally identifiable
information. Industry-wide incidents or incidents with respect to our web
sites, including theft, alteration, deletion or misappropriation of
information, security breaches, computer hackers, viruses (or anything
else that may contaminate or cause destruction to our systems), or changes
in industry standards, regulations or laws could deter people from using
the Internet or our web
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site
to conduct transactions that involve the transmission of confidential
information, which could harm our business. Under the laws of certain
jurisdictions, if there is a breach of our computer systems and we know or
suspect that unencrypted personal customer data has been stolen, we may be
required to inform any customers whose data was stolen, which could harm
our reputation and business.
Our
business could be harmed if we are unable to maintain the integrity
and reliability
of our data.
Our
success depends on our customers’ confidence in the comprehensiveness,
accuracy, and reliability of the data we provide. We believe that we take
adequate precautions to safeguard the completeness and accuracy of our
data and that the information is generally current, comprehensive and
accurate. Nevertheless, we depend to a large degree on information
provided to us on a voluntary basis by third parties, including commercial
real estate brokers, agents and property owners. Further, data
is susceptible to electronic malfeasance including, theft, alteration,
deletion, viruses and computer hackers. In addition, our reports and
conference calls for customers may contain forecasts with respect to real
estate trends. Although our contracts contain language limiting
our liability, if any of our data or forecasts are inaccurate or are later
not borne out by actual results, for any of the above reasons, demand for
our services could diminish and we may be exposed to lawsuits claiming
damages resulting from inaccurate data.
We may be
unable to enforce or defend our ownership or use of intellectual
property.
Our
business depends in large measure on the intellectual property utilized in
our methodologies, software and database. We rely on a combination of
trademark, trade secret and copyright laws, registered domain names,
contracts which include non-disclosure provisions, work-for-hire
provisions, and technical security measures to protect our intellectual
property rights. However, we do not hold Federal registrations covering
all of our trademarks and copyrightable materials. We also do not own any
patents or patent applications. Our business could be significantly harmed
if we do not continue to protect our intellectual property. The same would
be true if claims are made against us alleging infringement of the
intellectual property rights of others. Any intellectual property claims,
regardless of merit, could be expensive to litigate or settle, and could
require substantial amounts of time and expenditures.
If our web
site or other services experience system failures or malicious
attacks, our
customers may be dissatisfied and our operations could be
impaired.
Our
business depends upon the satisfactory performance, reliability and
availability of our web site. Problems with the web site could result in
reduced demand for our services. Furthermore, the software underlying our
services is complex and may contain undetected errors. Despite testing, we
cannot be certain that errors will not be found in our software. Any
errors could result in adverse publicity, impaired use of our services,
loss of revenues, cost increases or legal claims by
customers.
Additionally,
our services substantially depend on systems provided by third parties,
over whom we have little control. Interruptions in service could result
from the failure of data providers, telecommunications providers, or other
third parties, including computer hackers. We depend on these third-party
providers of Internet communication services to provide continuous and
uninterrupted service. We also depend on Internet service providers that
provide access to our services. Any disruption in the Internet access
provided by third-party providers or any failure of third-party providers
to handle higher volumes of user traffic could harm our
business.
Our
internal network infrastructure could be disrupted or penetrated, which
could materially
impact both our ability to provide services and customers’ confidence
in our
services.
Our
operations depend upon our ability to maintain and protect our computer
systems, most of which are redundant and independent systems in separate
locations. While we believe that our systems are adequate to support our
operations, our systems may be vulnerable to damage from break-ins,
unauthorized access, computer viruses, vandalism, fire, floods,
earthquakes, power loss, telecommunications failures, terrorism, acts of
war, and other similar events. Although we maintain insurance against
fires, floods, and general business interruptions, the amount of coverage
may not be adequate in any particular case. Furthermore, any damage or
disruption could materially impair or block our ability to provide
services, which could significantly impact our business.
Experienced
computer programmers, or hackers, may attempt to penetrate our network
security from time to time. Although we have not experienced any security
breaches to date and we maintain a firewall, a hacker who penetrates
network security could misappropriate proprietary information or cause
interruptions in our services. We might be required to further expend
significant capital and resources to protect against, or to alleviate,
problems caused by hackers. We also may not have a timely remedy against a
hacker who is able to penetrate our network security. In addition to
purposeful security breaches, the inadvertent transmission of computer
viruses or anything else manifesting contaminating or destructive
properties could expose us to litigation or to a material
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risk
of loss. Any of these incidents could materially impact our ability to
provide services as well as materially impact the confidence of our
customers in our services, either of which could significantly and
adversely impact our business.
We may be
subject to regulation of advertising and customer solicitation or
other newly-adopted
laws and regulations.
As
part of our customer registration process, our customers agree to receive
emails and other communications from us. However, we may be subject to
restrictions on our ability to communicate with customers through email
and phone calls. Several jurisdictions have proposed or adopted
privacy-related laws that restrict or prohibit unsolicited email or spam.
These laws may impose significant monetary penalties for violations. In
addition, laws or regulations that could harm our business could be
adopted, or reinterpreted so as to affect our activities, by the
government of the U.S., state governments, regulatory agencies or by
foreign governments or agencies. This could include, for example, laws
regulating the source, content or form of information provided on our web
site, the information or services we provide or our transmissions over the
Internet. Violations or new interpretations of these laws or regulations
may result in penalties or damage our reputation or could increase our
costs or make our services less attractive.
Our
revenue, expenses, operating results and cash flows are subject to
fluctuations.
Our
revenues, expenses, operating results and cash flows have fluctuated in
the past and are likely to continue to do so in the future. These
fluctuations could negatively affect our results of operations during that
period and future periods. Our revenues, expenses, operating results and
cash flows may fluctuate from quarter to quarter due to factors including,
among others, those described below:
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obtaining
new customers and retaining existing customers;
|
||
▪ | changes in our marketing or other corporate strategies; | |||
▪ |
our
introduction of new products and services or changes to existing products
and services;
|
|||
▪ | the amount and timing of our operating expenses and capital expenditures; | |||
▪ |
costs
related to acquisitions of businesses or
technologies; and
|
|||
▪ |
other
factors outside of our control.
|
The Bank
Loan documents contain financial and operating restrictions that
limit Reis
Services’s access to credit. If Reis Services fails to comply with
the covenants in the Bank Loan documents, Reis Services may be required to
repay the
indebtedness on an accelerated basis.
Provisions
in the Bank Loan impose restrictions on Reis Services’s ability to, among
other things:
|
|
▪
|
incur
additional debt;
|
||
▪
|
amend
its organizational documents;
|
|||
▪
|
pay
for public company costs;
|
|||
▪
|
pay
dividends and make distributions;
|
|||
▪
|
redeem
or repurchase outstanding equity;
|
|||
▪
|
make
certain investments;
|
|||
▪
|
create
certain liens;
|
|||
▪
|
enter
into transactions with stockholders and affiliates;
|
|
▪
|
undergo
a change of control; and
|
||
▪
|
make
certain fundamental changes, including engaging in a merger or
consolidation.
|
The
credit agreement also contains other customary covenants, including
covenants which require Reis Services to meet specified financial ratios
and financial tests. If Reis Services were not able to comply with these
covenants in the future, the failure to do so may result in the
declaration of an event of default and cause Reis Services to be unable to
borrow on the $2,000,000 undrawn portion of the Bank Loan. Furthermore,
certain events, such as the delisting of our common stock from a national
stock exchange or the voluntary or involuntary filing by Reis under any
bankruptcy, insolvency or similar law (which is not stayed or dismissed
within certain time periods), will cause an event of default. In addition,
an event of default, if not cured or waived, may result in the
acceleration of the maturity of indebtedness outstanding under these
agreements, which would require Reis Services to pay all amounts
outstanding. If an event of default occurs, Reis Services may not be able
to cure it within any applicable cure period, if at all. If the maturity
of this indebtedness is accelerated, Reis Services or Reis may not have
sufficient funds available for repayment or may not have the ability to
borrow or obtain sufficient funds to replace the accelerated indebtedness
on terms acceptable to us, or at all. Furthermore, the Bank Loan is
secured by Reis Services’s assets and, therefore, these assets will not be
available to secure additional credit.
We may be
subject to tax audits or other procedures concerning our tax
collection policies.
We
do not collect sales or other similar taxes in states other than New York.
However, one or more states (other than New York) may seek to impose sales
tax collection obligations on out-of-state companies, such as Reis, which
engage in online commerce. A successful assertion that we should collect
sales, use or other taxes on the sale of product or services into these
states could subject us to liability for current or past taxes due, and
could increase the effective price of our products and services, which
would harm our business.
If we are
not able to successfully identify or integrate future acquisitions,
our business operations and financial condition could be adversely
affected,
and future acquisitions may divert our management’s attention and
consume significant
resources.
We
may in the future attempt to further expand our markets and services in
part through acquisitions of other complementary businesses, services,
databases and technologies. Mergers and acquisitions are inherently risky,
and we cannot assure you that future acquisitions, if any, will be
successful. The successful execution of any future acquisition strategy
will depend on our ability to identify, negotiate, complete and integrate
such acquisitions and, if necessary, obtain satisfactory debt or equity
financing to fund those acquisitions. Any such acquired businesses would
generally be subject to the risks described under “Risk Factors Relating
to Our Commercial Real Estate Information Services Business” in this
section.
Failure
to manage and successfully integrate acquired businesses could harm our
business. In addition, if we finance acquisitions by incurring additional
debt, our financial condition or liquidity could be adversely
impacted. If we finance or otherwise complete acquisitions by
issuing equity or convertible debt securities, existing stockholders’
ownership may be diluted.
Risk
Factors Relating to Our Residential Development Activities
Our
real estate assets may continue to decline in value.
The
value of our real estate assets is subject to certain risks applicable to
our assets and inherent in the real estate industry. In fact, in recent
months, real estate values across the United States have declined rapidly.
In addition, the availability of credit for both developers and buyers has
significantly decreased. Deteriorating market conditions, among other
factors, have resulted in Reis recording aggregate impairment charges of
approximately $9,708,000 and $3,149,000 in December 2008 and 2007,
respectively, with respect to the historic Wellsford real estate
assets. Future sales of real estate at prices lower than their
estimated current value, or the failure to sell such assets at all, could
cause further impairment charges to be recorded. These factors, which, if
they persist, could have a material adverse effect on our business,
results of operations and financial condition, include:
|
|
▪
|
downturns
in the national, regional and local economies where our properties are
located;
|
||
▪ |
macroeconomic,
as well as specific regional and local market conditions;
|
|||
▪ |
decreases
in the availability of debt or other financing for potential purchasers of
Reis’s real estate assets;
|
|
▪
|
competition
from other for-sale housing developments;
|
||
▪ | local real estate market conditions, such as oversupply of, or reduction in demand for, residential homes and condominium units; | |||
▪ | increased operating and construction costs, including insurance premiums, utilities, building materials, labor and real estate taxes; | |||
▪ | increases in interest rates; and | |||
▪ | the cost of complying with environmental, zoning, and other laws. |
Our
development and construction activities expose us to risks
associated with the
sale of residential units.
Risks
associated with the sale of residential properties, including the sale of
condominium units, single family homes or lots, some of which currently
exist, if they persist, could have a material adverse effect on our
business, results of operations and financial condition
include:
|
|
▪
|
a
lack of demand by prospective buyers;
|
||
▪
|
the
inability to find qualified buyers;
|
|||
▪
|
the
inability of buyers to obtain satisfactory financing;
|
|||
▪
|
the
inability of buyers to sell their existing homes;
|
|||
▪ |
the
inability to close on sales of properties under contract;
|
|||
▪
|
dissatisfaction
by purchasers with the homes purchased from us, which may result in
litigation costs, remediation costs or warranty expenses;
|
|||
▪
|
the
failure to sell a number of units or homes at any particular project which
is sufficient to provide for full funding of homeowners’ association
dues;
|
|||
▪
|
dissatisfaction
by homeowners and homeowners’ associations with the construction of
condominiums, homes and amenities by us in a condominium and/or
subdivision development, which may result in litigation costs, remediation
costs or warranty expenses; and
|
|||
▪
|
reduced
sales, reduced sales prices, increased concessions, or sales of lower
priced condominium units, single family homes or lots, due to increases in
interest rates and a tightening of credit requirements, which makes it
more expensive and difficult for buyers to obtain
financing.
|
We currently have
ceased further development at our East Lyme and Claverack projects and are
marketing the assets in an accelerated manner as bulk sales of
lots. Additionally, we intend to complete the sale of
condominium units at our Gold Peak project (where we completed
construction in 2008). The determination by our Board to
accelerate the sale of the East Lyme project and the Claverack project in
a bulk disposition, as a result of a prolonged period of negative market
factors related to construction, development, financing or the inability
to sell residential units (as described above), could result in additional
write-downs and have a further material adverse effect on our results of
operations, financial condition and cash flows.
Our
plans to dispose of the East Lyme and Claverack projects are subject to
significant uncertainties. Many home builders, including large
national and regional builders, have been disposing of their land assets
at significant discounts. Those with recent taxable income may
be more willing to sell property at a substantial loss, because of the
ability, in some cases, to use taxable losses to offset the prior
income. The recent American Recovery and Reinvestment
Act, or stimulus plan, provides for the carry back period for these losses
to be extended from two years to five years for businesses with less than
$15 million in revenues. The proposed Federal budget for fiscal 2010
would apply the five year carry back period to businesses of all
sizes. These tax benefits may further depress prices for
land.
|
The
market for residential real estate is highly competitive.
We
compete with large homebuilding companies, many of which have
substantially greater financial, marketing, and sales resources than we do
and with smaller local builders. The consolidation of some homebuilding
companies may create additional competitors that have greater financial,
marketing, and sales resources than we do and thus are able to compete
more effectively against us. In addition, there may be new entrants in the
markets in which we currently conduct business.
We will
likely use available cash and not cash flow from the sale of real estate
properties to meet our debt service obligations.
Our
ability to make scheduled payments of principal or interest on our
indebtedness obligations related to our East Lyme project will depend on
our future performance, which, to a certain extent, is subject to general
economic conditions, financial, competitive, legislative, regulatory,
political, business, and other factors. We believe that cash on hand and
cash generated by our business will be sufficient to enable us to make our
debt payments as they become due in 2009. We currently intend to repay the
loan secured by our East Lyme project when it matures in June 2009.
However, if the sales of condominium units, single family homes or lots do
not generate sufficient cash flow, we may need to use more of our cash on
hand to retire this obligation in 2009.
Increased
insurance costs and reduced insurance coverage may affect our results of
operations and increase our potential exposure to liability.
Significant
increases in our cost of insurance coverage or significant limitations on
coverage could have a material adverse effect on our business, financial
condition, and results of operations from such increased costs or from
liability for significant uninsurable or underinsured claims.
In
addition, there are some risks of loss for which we may be unable to
purchase insurance coverage. For example, losses associated with
landslides, earthquakes, and other geologic events may not be insurable,
and other losses, such as those arising from terrorism, wars, or acts of
God may not be economically insurable. A material uninsured loss to any of
our properties or assets could adversely affect our business, results of
operations and financial condition and we may nevertheless remain
obligated for any mortgage debt or other financial obligations related to
that property or asset.
We are
subject to environmental laws and regulations, and our properties
may have environmental or other contamination.
We
are subject to various Federal, state, and local laws, ordinances, rules
and regulations concerning protection of public health and the
environment. These laws may impose liability on property owners or
operators for the costs of removal or remediation of hazardous or toxic
substances on real property, without regard to whether the owner or
operator knew of, or was responsible for, the presence of the hazardous or
toxic substances. The presence of, or the failure to properly remediate,
such substances may adversely affect the value of a property, as well as
our ability to sell the property or individual condominium units or
apartments, or to borrow funds using that property as collateral. Costs
associated with the foregoing could be substantial and in extreme cases
could exceed the value of the contaminated property. Environmental claims
are generally not covered by our insurance programs.
The
particular environmental laws that apply to any given homebuilding site
vary according to the site’s location, its environmental condition, and
the present and former uses of the site, as well as those of adjoining
properties. Environmental laws and conditions may result in delays, may
cause us to incur substantial compliance and other costs, and can prohibit
or severely restrict homebuilding activity in environmentally sensitive
regions or areas, which could negatively affect our results of operations.
In addition, applicable environmental laws create liens on contaminated
sites in favor of the government for damages and costs it incurs in
connection with a contamination. The one environmental condition affecting
our properties of which we are aware relates to a portion of the East Lyme
project. This land requires remediation of pesticides used on the property
when it was an apple orchard at a cost of approximately $1,000,000.
Remediation costs were considered in the value of the property and is
recognized as a liability at December 31, 2008
and 2007.
Our
properties are subject to various Federal, state and local
regulatory requirements,
such as state and local fire and life safety requirements and the
Americans
with Disabilities Act.
If
we fail to comply with regulatory requirements, we could incur fines or be
subject to private damage awards. Compliance with requirements may require
significant unanticipated expenditures by us. Such expenditures could have
a material adverse effect on our business, results of operations and
financial condition.
|
Item 1B. | Unresolved Staff Comments. | ||
Not applicable. | |||
Item 2. | Properties. | ||
The Company, through our Residential Development Activities segment, owns or has ownership interests in the following residential development projects at December 31, 2008: |
Year
Acquired
|
Number
of
Lots/Units
Zoned
|
Remaining
Lots/Units
Unsold
|
|||||||||||||||||||||
Encumbrance
at December 31,
|
|||||||||||||||||||||||
Property/Location
|
Type
|
2008
(A)
|
2007 (A) | ||||||||||||||||||||
Gold
Peak/Denver, CO(B)
|
1999
|
|
259 |
20
|
Condominiums
|
$ | — | $ | 6,417,000 | ||||||||||||||
The
Orchards/East Lyme, CT(C)
|
2004
|
|
|
101 |
68
|
Single
family homes and lots
|
5,077,000 | 6,966,000 | |||||||||||||||
East
Lyme Land/East Lyme, CT(D)
|
2005
|
|
60 |
60
|
Single
family home lots
|
— | — | ||||||||||||||||
The
Stewardship/Claverack, NY(E)
|
2004
|
|
48 |
48
|
Single
family home lots
|
— | — | ||||||||||||||||
|
|||||||||||||||||||||||
(A) | For a description of encumbrances on the Company’s development properties, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Residential Development Debt.” | ||
(B) | At December 31, 2008, 239 units were sold and two units were under contract. Initial unit deliveries commenced in January 2006. | ||
(C) | At December 31, 2008, 33 homes and lots were sold (25 homes and eight lots). Home sales commenced in June 2006. | ||
(D) | East Lyme Land is contiguous to The Orchards. | ||
(E) | During 2008, the Company completed the required infrastructure and two model homes with the intent to sell lots. |
The Company leases approximately 33,500 square feet of space in New York, New York, for its principal executive offices, under a lease expiring in 2016. | |||
Item 3. | Legal Proceedings. | ||
Neither the Company nor any of its properties are subject to any material litigation. | |||
Item 4. | Submission of Matters to a Vote of Security Holders. | ||
Not applicable. |
PART II | |||
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Market
Information
Effective
November 30, 2007, the Company’s common shares commenced trading on the
NASDAQ under the symbol “REIS”. Prior to that date, the Company’s common
shares were traded on the AMEX under the symbol “WRP”. As of December 31,
2008, there were approximately 390 holders of record of our common stock.
This number represents the actual record holders as shown on the
securities holder list obtained from our transfer agent. These record
holders held 3,524,584 shares of our common stock. As of
December 31, 2008, an additional 7,464,039 shares of our common stock were
held in participant accounts through The Depository Trust Company, and are
not reflected in the count of record holders.
The
high and low closing sales prices per share for our common stock for the
years ended December 31, 2008 and 2007 are as
follows:
|
2008
|
2007
|
|||||||||||||||||
Quarter
|
High
|
Low
|
High
|
Low
|
||||||||||||||
First
|
$ | 7.30 | $ | 4.54 | $ | 7.94 | $ | 7.39 | ||||||||||
Second
|
$ | 6.21 | $ | 4.85 | $ | 11.02 | $ | 7.75 | ||||||||||
Third
|
$ | 7.87 | $ | 4.44 | $ | 10.23 | $ | 7.40 | ||||||||||
Fourth
|
$ | 6.00 | $ | 3.27 | $ | 7.68 | $ | 6.56 |
Common Stock Price Performance
Graph
The
following graph compares the cumulative total stockholder return on Reis’s
common stock, which is represented below by “REIS,” for the period
commencing December 31, 2003 through December 31, 2008, with the
cumulative total return on the Russell 2000 Index, which we refer to
as the Russell 2000, and the S&P 500 Index, which we refer to as
the S&P 500, for the same period. Reis has chosen the Russell
2000 based on the market capitalization of the issuers contained in that
index. Reis has not identified a peer group, given the fact
that Wellsford was in liquidation prior to the May 2007 Merger, the change
in Reis’s business following the Merger and the limited number of issuers
in businesses similar to ours. Total return values were
calculated based on cumulative total return assuming (1) the
investment of $100 in the Russell 2000, the S&P 500 and in
Reis common stock on December 31, 2003, and (2) reinvestment of
dividends, which in the case of Reis includes the December 14, 2005
initial and only liquidating distribution of $14.00 per share. The total
return for Reis common stock from December 31, 2003 to
December 31, 2008 was a loss of approximately (8.8)% versus a
loss of approximately (4.4)% for the Russell 2000 and a loss of (10.5)%
for the S&P 500.
|
Dividends
The
Company did not declare or distribute any dividends during 2008 or
2007.
Reis
does not currently intend to declare or distribute any
dividends. All decisions regarding the declaration and payment
of dividends will be at the discretion of the Board and will be evaluated
from time to time by the Board in light of the Company’s financial
condition, earnings, cash flows, growth prospects, restrictions under the
Company’s credit agreement, applicable law and other factors that the
Board deems relevant.
Recent
Sales of Unregistered Securities
The
Company has not sold any unregistered securities within the past three
years.
Issuer
Purchases of Equity Securities
In
December 2008, the Board authorized a repurchase program of shares of the
Company’s common stock up to an aggregate amount of
$1,500,000. Purchases under the program may be made from
time-to-time in the open market or through privately negotiated
transactions. Depending on market conditions, financial
developments and other factors, these purchases may be commenced or
suspended at any time, or from time-to-time, without prior notice and may
be expanded with prior notice.
During
the fourth quarter of 2008, the Company repurchased the following shares
of Common Stock:
|
Period
|
Total
Number of Shares Purchased
|
Average
Price Paid per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
Maximum
Dollar Value of Shares That May Yet Be Purchased Under the Plans or
Programs
|
||||||||||||||
October
1, 2008 to October 31, 2008
|
— | $ | — | — | $ | — | ||||||||||||
November
1, 2008 to November 30, 2008
|
— | $ | — | — | $ | — | ||||||||||||
December
1, 2008 to December 31, 2008
|
2,400 | $ | 3.66 | 2,400 | $ | 1,491,000 |
The
Company has entered into a trading plan pursuant to Securities Exchange
Act Rule 10b5-1, permitting open market purchases of common stock during
blackout periods consistent with the Company’s “Policies for Transactions
in Reis Stock and Insider Trading and Tipping.” During January
and February of 2009, the Company purchased an additional 10,300 shares of
common stock at an average price of $4.59 per share. From the
inception of the share repurchase program through February 28, 2009, the
Company had purchased an aggregate of 12,700 shares of common stock at an
average price of $4.42 per share, for an aggregate of $56,000 (leaving
approximately $1,444,000 that may yet be purchased under the
program).
Other
Security Information
For
additional information concerning the Company’s capitalization, see
Note 10 to the Company’s consolidated financial
statements.
Calculation
of Aggregate Market Value of Non-Affiliate Shares
For
purposes of calculating the aggregate market value of those common shares
of the Company held by non-affiliates, as shown on the cover page of this
annual report on Form 10-K, it has been assumed that all of the
outstanding shares were held by non-affiliates except for shares held by
directors and officers of the Company. However, this should not
be deemed to constitute an admission that all of such directors and
officers are, in fact, affiliates of the Company, or that there are not
other persons who may be deemed to be affiliates of the
Company. For further information concerning shareholdings of
officers, directors and principal stockholders, see “Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.”
|
Item 6. | Selected Financial Data. | ||
The
following tables set forth selected historical consolidated financial data
for the Company and should be read in conjunction with the consolidated
financial statements and the notes related to those financial statements
starting at page F-1 and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” included herein. The
Company adopted the liquidation basis of accounting effective as of the
close of business on November 17, 2005 which was utilized until May
31, 2007 upon completion of the Merger and termination of the Plan.
Effective with the close of business on May 31, 2007, the Company returned
to the going concern basis of accounting. Information prior to November
17, 2005 is also presented on the going concern basis of
accounting.
|
(amounts in thousands,
except per share data) |
Summary
Consolidated Statement
of
Operations Data
(Going
Concern Basis) (A)
|
Consolidated
Statement of
Changes
in Net Assets
(Liquidation
Basis) (A)
|
Summary
Consolidated
Statement
of Operations Data
(Going Concern Basis) (A) |
|||||||||||||||||||||||||||
For the Year Ended | For
the Period June 1, 2007 to |
For
the Period January 1, 2007 |
For the Year Ended |
For
the Period November 18, 2005 |
For
the Period January 1, 2005 |
For the Year Ended | ||||||||||||||||||||||||
December 31, | December 31, | to May 31, | December 31, | to December 31, | to November 17, | December 31, | ||||||||||||||||||||||||
2008 | 2007 | 2007 | 2006 | 2005 | 2005 | 2004 | ||||||||||||||||||||||||
Net
assets in liquidation — beginning of period
|
$ | 57,596 | $ | 56,569 | $ | 146,889 | ||||||||||||||||||||||||
Distributions
to stockholders (B)
|
— | — | (90,597 | ) | ||||||||||||||||||||||||||
Changes
in net real estate assets under development, net of minority interest and
estimated income taxes
|
(1,805 | ) | 1,552 | — | ||||||||||||||||||||||||||
Provision
for option cancellation reserve
|
— | (4,227 | ) | — | ||||||||||||||||||||||||||
Change
in option cancellation reserve
|
(4,636 | ) | 926 | — | ||||||||||||||||||||||||||
Exercise
of stock options
|
— | 1,008 | 56 | |||||||||||||||||||||||||||
Operating
income
|
768 | 1,768 | 221 | |||||||||||||||||||||||||||
(Decrease)
increase in net assets in liquidation
|
(5,673 | ) | 1,027 | (90,320 | ) | |||||||||||||||||||||||||
Net
assets in liquidation — end of period
|
$ | 51,923 | $ | 57,596 | $ | 56,569 | ||||||||||||||||||||||||
Revenues
|
$ | 47,621 | $ | 36,367 | $ | 12,641 | $ | 25,655 | ||||||||||||||||||||||
Costs
and expenses
|
(45,906 | ) | (34,873 | ) | (18,141 | ) | (29,332 | ) | ||||||||||||||||||||||
Impairment
loss on real estate assets (D)
|
(9,708 | ) | (3,149 | ) | — | — | ||||||||||||||||||||||||
Income
(loss) from joint ventures (E) (F)
|
23 | (5 | ) | 11,850 | (23,715 | ) | ||||||||||||||||||||||||
Interest
income on cash and investments
|
564 | 711 | 2,069 | 1,994 | ||||||||||||||||||||||||||
Interest
expense
|
(1,182 | ) | (1,003 | ) | (5,482 | ) | (8,248 | ) | ||||||||||||||||||||||
Minority
interest (expense) benefit
|
— | (77 | ) | 172 | 88 | |||||||||||||||||||||||||
(Loss)
income before income taxes and discontinued
operations
|
(8,588 | ) | (2,029 | ) | 3,109 | (33,558 | ) | |||||||||||||||||||||||
Income
tax (benefit) expense
|
(1,108 | ) | (739 | ) | 91 | (130 | ) | |||||||||||||||||||||||
(Loss)
income from continuing operations
|
(7,480 | ) | (1,290 | ) | 3,018 | (33,428 | ) | |||||||||||||||||||||||
Income
from discontinued operations, net of taxes (G)
|
— | — | — | 725 | ||||||||||||||||||||||||||
Net
(loss) income
|
$ | (7,480 | ) | $ | (1,290 | ) | $ | 3,018 | $ | (32,703 | ) | |||||||||||||||||||
Per
share amounts, basic:
|
||||||||||||||||||||||||||||||
(Loss) income from
continuing
operations
|
$ | (0.68 | ) | $ | (0.12 | ) | $ | 0.47 | $ | (5.17 | ) | |||||||||||||||||||
Income from
discontinued operations
(G)
|
— | — | — | 0.11 | ||||||||||||||||||||||||||
Net (loss)
income
|
$ | (0.68 | ) | $ | (0.12 | ) | $ | 0.47 | $ | (5.06 | ) | |||||||||||||||||||
Per
share amounts, diluted:
|
||||||||||||||||||||||||||||||
(Loss) income from
continuing
operations
|
$ | (0.71 | ) | $ | (0.28 | ) | $ | 0.47 | $ | (5.17 | ) | |||||||||||||||||||
Income from
discontinued operations
(G)
|
— | — | — | 0.11 | ||||||||||||||||||||||||||
Net (loss)
income
|
$ | (0.71 | ) | $ | (0.28 | ) | $ | 0.47 | $ | (5.06 | ) | |||||||||||||||||||
Cash
dividends declared per common share (B)
|
$ | — | $ | — | $ | — | $ | — | $ | 14.00 | $ | — | $ | — | ||||||||||||||||
Weighted
average number of common shares outstanding:
|
||||||||||||||||||||||||||||||
Basic
|
10,985 | 10,984 | 6,468 | 6,460 | ||||||||||||||||||||||||||
Diluted
|
11,132 | 11,197 | 6,470 | 6,460 |
Selected Financial Data (continued) |
Summary
Consolidated Balance Sheet Data
(Going
Concern Basis)
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Consolidated Net Assets in Liquidation (Liquidation Basis) |
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Summary Consolidated
Balance
Sheet Data
(Going
Concern Basis)
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December 31,
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2008
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2007
|
2006
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2005
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2004
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Cash
and cash equivalents
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$ | 24,152 | $ | 23,238 | $ | 39,050 | $ | 41,027 | $ | 65,864 | ||||||||||||
Real
estate assets
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7,138 | 26,772 | — | — | 151,275 | |||||||||||||||||
Accumulated
depreciation
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— | — | — | — | (21,031 | ) | ||||||||||||||||
Real
estate assets under development, at estimated value
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— | — | 41,159 | 44,233 | — | |||||||||||||||||
Goodwill
and other intangible assets
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77,986 | 80,178 | — | — | — | |||||||||||||||||
Notes
receivable
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— | — | — | 158 | 1,190 | |||||||||||||||||
Investment
in Reis
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— | — | 20,000 | 20,000 | 6,790 | |||||||||||||||||
Investment
in joint ventures
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(104 | ) | 102 | 423 | 453 | 7,195 | ||||||||||||||||
Investments
in U.S. Government securities
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— | — | — | — | 27,551 | |||||||||||||||||
Total
assets, at cost
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120,438 | 144,848 | — | — | 254,637 | |||||||||||||||||
Total
assets, at estimated value
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— | — | 108,477 | 126,670 | — | |||||||||||||||||
Reserve
for estimated costs during the liquidation period
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— | — | 18,302 | 24,057 | — | |||||||||||||||||
Reserve
for option liability
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56 | 527 | 2,633 | — | — | |||||||||||||||||
Construction
loans, mortgage notes payable and all other debt
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28,230 | 38,211 | 20,129 | 19,250 | 108,853 | |||||||||||||||||
Deferred
revenue
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12,121 | 13,262 | — | — | — | |||||||||||||||||
Debentures
(C)
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— | — | — | — | 25,775 | |||||||||||||||||
Total
stockholders’ equity
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73,667 | 79,699 | — | — | 98,783 | |||||||||||||||||
Net
assets in liquidation
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— | — | 57,596 | 56,569 | — | |||||||||||||||||
Other
balance sheet information:
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||||||||||||||||||||||
Common
shares outstanding
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10,989 | 10,985 | 6,647 | 6,471 | 6,467 | |||||||||||||||||
Equity
per share
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$ | 6.70 | $ | 7.26 | $ | 15.28 | ||||||||||||||||
Net
assets in liquidation per share
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$ | 8.67 | $ | 8.74 | ||||||||||||||||||
(A) |
See
“Management’s Discussion and Analysis of Financial Condition and Results
of Operations” for significant changes in revenues and
expenses.
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(B) |
Initial
and only liquidating distribution.
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(C) |
The
expense for the debentures of approximately $824 and $2,100 is included in
interest expense for the period January 1, 2005 to November 17,
2005 and the year ended December 31, 2004, respectively. In April
2005, the Company completed the redemption of the
debentures.
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(D) | Impairment loss on real estate assets in 2008 relates to the East Lyme and Claverack projects. The 2007 amount relates to the East Lyme project. See “Management’s Discussion and Analysis of Financial Condition – Results of Operations” for additional information. | ||
(E) |
During
2005, the Company realized income of $11,148 from its then existing
commercial office joint venture investment, which we refer to as
Wellsford/Whitehall, including a $5,986 gain on redemption of its interest
in September 2005 and approximately $6,000 from its share of net gains
from property sales.
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(F) |
The
loss in the 2004 period is primarily attributable to (1) a $9,000
impairment charge recorded by the Company at September 30, 2004
related to the sale of its interest in a debt business, (2) the
Company’s net $6,606 share of a write-down of one of the investments
held by that debt business during the first quarter of 2004 and
(3) the Company’s share of losses aggregating $10,437 from
Wellsford/Whitehall.
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(G) |
Relates
to the classification of two operating properties as a discontinued
operation.
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Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The
following discussion should be read in conjunction with “Item 6. Selected
Financial Data” and the consolidated financial statements and notes
thereto appearing elsewhere in this Form 10-K.
Organization
Reis,
Inc., which we refer to as either the Company or Reis (formerly Wellsford
Real Properties, Inc., which we refer to as Wellsford), is a Maryland
corporation. The name change from Wellsford to Reis occurred in June 2007
after the completion of the May 2007 merger (which event we refer to as
the Merger) of the privately held company, Reis, Inc. (which we refer to
as Private Reis) with and into Reis Services, LLC (which we refer to as
Reis Services), a wholly-owned subsidiary of Wellsford.
Business
Reis
Services’s Historic Business
The
Company’s primary business is providing commercial real estate market
information and analytical tools for its customers. For
disclosure and financial reporting purposes, this business is referred to
as the Reis Services segment.
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 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 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.
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.
Wellsford’s
Historic Business
The
Company was originally formed on January 8, 1997. Prior to
the adoption of the Company’s Plan of Liquidation, which we refer to as
the Plan (see below), the Company was 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.
Residential
Development Activities
At
December 31, 2008, the Company’s residential development activities were
comprised primarily of the following:
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▪
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The
259 unit Gold Peak condominium development in Highlands Ranch,
Colorado, which we refer to as Gold Peak. Sales commenced in January 2006
and 239 Gold Peak units were sold as of December 31, 2008.
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▪ | 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 33 homes and lots (25 homes and eight lots) were sold as of December 31, 2008. | |||
▪ | The Stewardship, a single family home development in Claverack, New York, which is subdivided into 48 developable single family home lots on 235 acres, which we refer to as Claverack. |
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.
Unsolicited Offers and
Board Rejections
On
August 13, 2008, Reis’s Board rejected, for a second time, a proposal by
CoStar to acquire the Company for $8.75 per share in cash. In
the view of the Board, the price offered in the CoStar proposal was
inadequate as it was below the long-term value Reis could realize for its
stockholders by the pursuit of its business as an independent entity and
the continued disposition of its real estate assets, or by an organized
sale of the Company. CoStar made its initial unsolicited offer,
also at $8.75 per share in cash, on June 5, 2008, which was rejected
by the Board on June 30, 2008. On October 30, 2008, CoStar
publicly announced on its quarterly conference call that it was formally
withdrawing its offer.
Merger with Private
Reis
On
October 11, 2006, the Company announced that it and Reis Services
entered into a definitive merger agreement with Private Reis to acquire
Private Reis and that the Merger was approved by the independent members
of the Board. The Merger was approved by the stockholders of both the
Company and Private Reis on May 30, 2007 and was completed later that
day. The previously announced Plan of the Company was terminated as a
result of the Merger and the Company returned to the going concern basis
of accounting from the liquidation basis of accounting. For accounting
purposes, the Merger was deemed to have occurred at the close of business
on May 31, 2007 and the statements of operations include the
operations of Reis Services, effective June 1, 2007.
The
Merger agreement provided for half of the aggregate consideration to be
paid in Company stock and the remaining half to be paid in cash to Private
Reis stockholders, except Wellsford Capital, the Company’s subsidiary
which owned a 23% converted preferred interest and which received only
Company stock. The Company issued 4,237,074 shares of common stock to
Private Reis stockholders, other than Wellsford Capital, used $25,000,000
of the cash consideration (which was funded by a $27,000,000 bank loan
facility, which we refer to as the Bank Loan, the commitment for which was
obtained by Private Reis in October 2006 and was drawn upon immediately
prior to the Merger), and paid approximately $9,573,000, which the Company
provided. The per share value of the Company’s common stock, for purposes
of the exchange of stock interests in the Merger, had been previously
established at $8.16 per common share.
The
value of the Company’s stock for purposes of recording the acquisition was
based upon the average closing price of the Company’s stock for a short
period near the date that the merger agreement was executed of $7.10 per
common share, as provided for under the existing accounting
literature.
Upon
the completion of the Merger and the settlement of certain outstanding
loans, Lloyd Lynford and Jonathan Garfield, both executive officers and
directors of Private Reis, became the Chief Executive Officer and
Executive Vice President, respectively, of the Company and both became
directors of the Company. The Company’s former Chief Executive Officer and
Chairman, Jeffrey Lynford, remained Chairman of the Company. Lloyd Lynford
and Jeffrey Lynford are brothers. The merger agreement provided that the
outstanding loans to Lloyd Lynford and Mr. Garfield aggregating
approximately $1,305,000 be simultaneously satisfied with 159,873 of the
Company’s shares received by them in the Merger. Immediately following the
consummation of the Merger, the Private Reis stockholders owned
approximately 38% of the Company.
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As
the Company was the acquirer for accounting purposes, the acquisition has
been accounted for as a purchase by the Company. Accordingly, the
acquisition price of the remainder of Private Reis acquired in this
transaction, combined with the historical cost basis of the Company’s
historical investment in Private Reis, has been allocated to the tangible
and intangible assets acquired and liabilities assumed based on respective
fair values. The Company finalized the purchase price
allocation in December 2007, which was within the permitted time period
for completing such an assessment under the existing accounting
rules.
Plan of Liquidation
and Return to Going Concern Accounting
On
May 19, 2005, the Board approved the Plan, and on November 17,
2005, the Company’s stockholders ratified the Plan. The Plan contemplated
the orderly sale of each of the Company’s remaining assets, which were
either owned directly or through the Company’s joint ventures, the
collection of all outstanding loans from third parties, the orderly
disposition or completion of construction of development properties, the
discharge of all outstanding liabilities to third parties and, after the
establishment of appropriate reserves, the distribution of all remaining
cash to stockholders. The Plan also permitted the Board to acquire
additional Private Reis shares and/or discontinue the Plan without further
stockholder approval. Upon consummation of the Merger, the Plan was
terminated.
As
required by Generally Accepted Accounting Principles, or GAAP, the Company
adopted the liquidation basis of accounting as of the close of business on
November 17, 2005. Under the liquidation basis of accounting, assets
were stated at their estimated net realizable value and liabilities were
stated at their estimated settlement amounts, which estimates were
periodically reviewed and adjusted as appropriate. The reported
amounts for net assets in liquidation presented development projects at
estimated net realizable values giving effect to the present value
discounting of estimated net proceeds therefrom. All other assets were
presented at estimated net realizable value on an undiscounted basis. The
amount also included reserves for future estimated general and
administrative expenses and other costs and for cash settlements on
outstanding stock options during the liquidation.
The
Company returned to the going concern basis of accounting effective upon
completion of the Merger on May 31, 2007.
Selected Significant
Accounting Policies
Management
has identified the following accounting policies which it believes are
significant in understanding the Company’s activities, financial position
and operating results.
Basis
of Presentation
The
accompanying consolidated financial statements include the accounts of the
Company and its majority-owned and controlled subsidiaries. Investments in
entities where the Company does not have a controlling interest were
accounted for under the equity method of accounting. These investments
were initially recorded at cost and were subsequently adjusted for the
Company’s proportionate share of the investment’s income (loss) and
additional contributions or distributions preceding and then subsequent to
the dates of reporting under the liquidation basis of accounting.
Investments in entities where the Company does not have the ability to
exercise significant influence are accounted for under the cost method.
All significant inter-company accounts and transactions among the Company
and its subsidiaries have been eliminated in consolidation.
Intangible
Assets, Amortization and Impairment
Web
Site Development Costs
The
Company follows Emerging Issues Task Force (“EITF”) Issue No. 00-2, “Accounting for Web Site
Development Costs,” which requires that costs of developing a web
site should be accounted for in accordance with AICPA Statement of
Position 98-1, “Accounting for the Costs of
Computer Software Developed for Internal Use” (“SOP 98-1”).
The Company expenses all internet web site costs incurred during the
preliminary project stage. All direct external and internal
development and implementation costs are capitalized and
amortized using the straight-line method over their remaining estimated
useful lives, not exceeding three years.
The
value ascribed to the web site development intangible asset acquired
at the time of the Merger is amortized on a straight-line basis over three
years. Amortization of all capitalized web site development
costs is charged to product development expense.
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Database
Costs
The
Company capitalizes costs for the development of its database in
connection with the identification and addition of new real estate
properties and sale transactions which provide a future economic benefit.
Amortization is calculated on a straight-line basis over a three or five
year period. Costs of updating and maintaining information on existing
properties in the database are expensed as incurred.
The
value ascribed to the database intangible asset acquired at the time of
the Merger is amortized on a straight-line basis over three or five years.
Amortization of all capitalized database costs is charged to cost of
sales.
Customer
Relationships
The
value ascribed to customer relationships acquired at the time of the
Merger is amortized over 15 years on an accelerated basis and is charged
to sales and marketing expense.
Lease
Value
The
value ascribed to the below market terms of the office lease existing at
the time of the Merger is amortized over the remaining term of the
acquired office lease which was approximately nine years. Amortization is
charged to general and administrative expenses.
Goodwill
and Intangible Assets Impairment
Goodwill
is tested for impairment at least annually, or after a triggering event
has occurred, requiring such a calculation in accordance with the
provisions of Statement of Financial Accounting Standards (“SFAS”)
No. 142, “Goodwill
and Other Intangible Assets”
(“SFAS No. 142”). The evaluation is based upon a
comparison of the estimated fair value of the reporting unit to which the
goodwill has been assigned with the reporting unit’s carrying value.
The fair values used in this evaluation are based upon a number of
estimates and assumptions and includes consideration of the 2008
unsolicited offer for the Company at $8.75 per share. If
the fair value of the reporting unit exceeds its carrying value, goodwill
is not deemed to be impaired. If the fair value of the reporting
unit is less than its carrying value, a second step is required to
calculate the implied fair value of goodwill by deducting the fair value
of all tangible and intangible net assets of the reporting unit from the
fair value of the reporting unit. There was no goodwill impairment
identified in 2008 or 2007.
SFAS No. 142
also requires that intangible assets, with determinable useful lives, be
amortized over their respective estimated useful lives using a method of
amortization that reflects the pattern in which the economic benefits of
the intangible assets are consumed or otherwise used up, and also that the
carrying amount of amortizable intangible assets be reviewed annually for
impairment in accordance with SFAS No. 144, “Accounting for Impairment or Disposal of
Long-Lived Assets” (“SFAS No. 144”). If
estimated future undiscounted net cash flows are less than the carrying
amount of the asset, the asset is considered impaired. The
impairment expense is determined by comparing the estimated fair value of
the intangible asset to its carrying value, with any shortfall from fair
value recognized as an expense in the current period. There
was no intangible asset impairment identified in 2008 or
2007.
Goodwill
and a major portion of the other intangible assets recorded at the time of
the Merger are not deductible for income tax purposes, as a result of the
tax treatment of the Merger.
Real
Estate, Other Investments, Depreciation and Impairment
Costs
directly related to the acquisition, development and improvement of real
estate are capitalized, including interest and other costs incurred during
the construction period. Ordinary repairs and maintenance are
expensed as incurred.
The
Company has historically reviewed its real estate assets, investments in
joint ventures and other investments for impairment (i) whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable for assets held for use and (ii) when a
determination is made to sell an asset or investment.
Under
SFAS No. 144 and the going concern basis of accounting, if estimated cash
flows on an undiscounted basis are insufficient to recover the carrying
amount of an asset, an impairment loss equal to the excess of the carrying
amount over estimated fair value is recognized. The Company recorded
impairment charges aggregating approximately $9,708,000 and $3,149,000 in
December 2008 and 2007, respectively, which are reflected as a component
of cost of sales on the statements of operations. The December
2008
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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 sell 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 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.
Under
the liquidation basis of accounting, the Company evaluated the fair value
of real estate assets owned and under construction and made adjustments to
the carrying amounts when appropriate. The Company recorded
downward valuation adjustments aggregating approximately $11,101,000
related to two residential development projects during the liquidation
period, including approximately $8,361,000 at December 31, 2006 and
$2,740,000 at May 31, 2007.
Revenue
Recognition and Related Items
The
Company’s subscription revenue is derived principally from subscriptions
to its web-based services and is recognized as revenue ratably over the
related contractual period, which is typically one year, but can be as
long as 36 months. Revenues from ad-hoc and custom reports are
recognized as completed and delivered to the customers, provided that no
significant Company obligations remain. Deferred revenue
represents the portion of a subscription billed or collected in advance
under the terms of the respective contract, which will be recognized in
future periods. If a customer does not meet the payment obligations of a
contract, any related accounts receivable and deferred revenue are written
off at that time and the net amount, after considering any recovery of
accounts receivable, is charged to cost of sales. Cost of sales
of subscription revenue principally consists of salaries and related
expenses for the Company’s researchers who collect and analyze the
commercial real estate data that is the basis for the Company’s
information services. Additionally, cost of sales includes the
amortization of database technology.
Sales
of real estate assets, including condominium units, single family homes
and sales of lots individually or in bulk are recognized at closing
subject to receipt of down payments and other requirements in accordance
with applicable accounting guidelines. The percentage of completion method
is not used for recording sales on condominium units as down payments are
nominal and collectability of the sales price from such a deposit is not
reasonably assured until closing.
Interest
revenue is recorded on an accrual basis.
Income
Taxes
The
Company accounts for income taxes under SFAS No. 109, “Accounting for Income Taxes.”
Deferred income tax assets and liabilities are determined based
upon differences between financial reporting, including the liquidation
basis of accounting and tax basis of assets and liabilities, and are
measured using the enacted tax rates and laws that are estimated to be in
effect when the differences are expected to reverse. Valuation allowances
with respect to deferred income tax assets are recorded when deemed
appropriate and adjusted based upon periodic evaluations.
In
July 2006, the FASB issued Interpretation No. 48, “Accounting for
Uncertainty in
Income Taxes” (“FIN 48”). This interpretation, among other
things, creates a two step approach for evaluating uncertain tax
positions. Recognition (step one) occurs when an enterprise concludes that
a tax position, based solely on its technical merits, is more likely than
not to be sustained upon examination. Measurement (step two) determines
the amount of benefit that more likely than not will be realized upon
settlement. Derecognition of a tax position that was previously recognized
would occur when a company subsequently determines that a tax position no
longer meets the more likely than not threshold of being sustained or
there is a satisfactory resolution of the tax position. FIN 48
specifically prohibits the use of a valuation allowance as a substitute
for derecognition of tax positions, and it has expanded disclosure
requirements. FIN 48 is effective for fiscal years beginning after
December 15, 2006, in which the impact of adoption should be
accounted for as a cumulative-effect adjustment to the beginning balance
of retained earnings. There was no financial statement impact upon the
adoption of FIN 48, effective January 1,
2007.
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Liquidation
Basis of Accounting
With
the approval of the Plan by the stockholders, the Company adopted the
liquidation basis of accounting effective as of the close of business on
November 17, 2005. The liquidation basis of accounting was used
through May 31, 2007 when the Merger was completed and at the same
time the Plan was terminated.
Under
the liquidation basis of accounting, assets were stated at their estimated
net realizable value and liabilities were stated at their estimated
settlement amounts, which estimates were periodically reviewed and
adjusted as appropriate. The Statement of Net Assets in Liquidation and a
Statement of Changes in Net Assets in Liquidation are the principal
financial statements presented under the liquidation basis of accounting.
The valuation of assets at their net realizable value and liabilities at
their anticipated settlement amounts represented estimates, based on
present facts and circumstances, of the net realizable values of assets
and the costs associated with carrying out the Plan and dissolution. The
actual values and costs associated with carrying out the Plan were
expected to differ from the amounts shown herein because of the inherent
uncertainty and would be greater than or less than the amounts recorded.
In particular, the estimates of the Company’s costs vary with the length
of time it operated under the Plan. In addition, the estimate of net
assets in liquidation per share, except for projects under development,
did not incorporate a present value discount.
Under
the liquidation basis of accounting, sales revenue and cost of sales are
not separately reported within the Statements of Changes in Net Assets as
the Company has already reported the net realizable value of each
development project at the applicable balance sheet dates.
Critical Business
Metrics of the Reis Services Business
Management
considers certain metrics in evaluating the performance of the Reis
Services business. These metrics are revenue, revenue growth,
EBITDA (which is defined as earnings before interest, taxes, depreciation
and amortization), EBITDA growth 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). The pro forma information for
the years ended December 31, 2007 and 2006 is presented as if the Merger
had been consummated, the proceeds from the Bank Loan had been received,
and the Plan had been terminated as of January 1, 2006. This
pro forma information is not necessarily indicative of what the actual
results would have been had the Merger been consummated, the proceeds from
the Bank Loan had been received and the Plan terminated as of January 1,
2006, nor does it purport to represent future results.
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(amounts in thousands, excluding percentages) | ||||||||||||||||||
For
the Three Months Ended
December
31,
|
Percentage
Increase
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|||||||||||||||||
2008
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2007
|
Increase
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||||||||||||||||
Revenue
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$ | 6,411 | $ | 6,398 | $ | 13 | 0.2 | % | ||||||||||
EBITDA
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$ | 3,026 | $ | 2,575 | $ | 451 | 17.5 | % | ||||||||||
EBITDA
margin
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47.2 | % | 40.2 | % |
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For
the Three Months Ended
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|
|
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|||||||||||
December
31,
2008
|
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September
30,
2008
|
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Increase
(Decrease)
|
Percentage
Increase
(Decrease)
|
|
Revenue
|
$ | 6,411 | $ | 6,524 | $ | (113 | ) | (1.7 | %) | |||||||||
EBITDA
|
$ | 3,026 | $ | 2,965 | $ | 61 | 2.1 | % | ||||||||||
EBITDA
margin
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47.2 | % | 45.4 | % |
For
the Period
June
1, 2007 to
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|||||||||
December
31,
|
|||||||||
2007
(A)
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|||||||||
Revenue
|
$ | 14,615 | |||||||
EBITDA
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$ | 5,820 | |||||||
EBITDA
margin
|
39.8 | % | |||||||
(A) | This information is presented consistent with the period under audit. Comparable information for this period is not disclosed. We have included full year pro forma comparisons below. |
For
the Years Ended
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||||||||||||||||||
December
31,
|
Percentage
Increase
|
|||||||||||||||||
2008
|
2007
(Pro Forma) |
Increase
|
||||||||||||||||
Revenue
|
$ | 25,851 | $ | 23,668 | $ | 2,183 | 9.2 | % | ||||||||||
EBITDA
|
$ | 11,541 | $ | 8,508 | $ | 3,033 | 35.6 | % | ||||||||||
EBITDA
margin
|
44.6 | % | 35.9 | % |
Pro
Forma For the Years Ended
|
||||||||||||||||||
December
31,
|
Percentage
Increase
|
|||||||||||||||||
2007
|
2006
|
Increase
|
||||||||||||||||
Revenue
|
$ | 23,668 | $ | 19,288 | $ | 4,380 | 22.7 | % | ||||||||||
EBITDA
|
$ | 8,508 | $ | 6,136 | $ | 2,372 | 38.7 | % | ||||||||||
EBITDA
margin
|
35.9 | % | 31.8 | % |
Reis
Services’s EBITDA in the fourth quarter of 2008 grew 2.1% over the third
quarter of 2008 and grew 17.5% over the fourth quarter of 2007. EBITDA for
the year ended December 31, 2008 grew 35.6% over the comparable pro forma
period of 2007. For the three and twelve months ended December
31, 2008, 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 on a combined basis 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%.
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.
Reconciliations 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 |
Reconciliation
of Net (Loss) to EBITDA and Adjusted EBITDA
for
the Period June 1, 2007 to December 31, 2007
|
Reis
Services
|
Residential
Development
Activities
and
Other*
|
Consolidated
|
|||||||||||
Net
(loss)
|
$ | (1,290 | ) | |||||||||||
Income
tax (benefit)
|
(739 | ) | ||||||||||||
Income
(loss) before income taxes
|
$ | 2,331 | $ | (4,360 | ) | (2,029 | ) | |||||||
Add
back:
|
||||||||||||||
Depreciation
and amortization expense
|
2,248 | 149 | 2,397 | |||||||||||
Interest
expense (income), net
|
1,241 | (949 | ) | 292 | ||||||||||
EBITDA
|
5,820 | (5,160 | ) | 660 | ||||||||||
Add
back:
|
||||||||||||||
Impairment
loss on real estate assets
|
— | 3,149 | 3,149 | |||||||||||
Stock
based compensation benefit, net
|
— | (888 | ) | (888 | ) | |||||||||
Adjusted
EBITDA
|
$ | 5,820 | $ | (2,899 | ) | $ | 2,921 |
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 | ) |
Reconciliation
of Net (Loss) to EBITDA and Adjusted EBITDA
for
the Three Months Ended September 30, 2008
|
Reis
Services
|
Residential
Development
Activities
and
Other*
|
Consolidated
|
|||||||||||
Net
(loss)
|
$ | (209 | ) | |||||||||||
Income
tax (benefit)
|
(73 | ) | ||||||||||||
Income
(loss) before income taxes
|
$ | 1,564 | $ | (1,846 | ) | (282 | ) | |||||||
Add
back:
|
||||||||||||||
Depreciation
and amortization expense
|
1,161 | 53 | 1,214 | |||||||||||
Interest
expense (income), net
|
240 | (138 | ) | 102 | ||||||||||
EBITDA
|
2,965 | (1,931 | ) | 1,034 | ||||||||||
Add
back:
|
||||||||||||||
Stock
based compensation expense, net
|
— | 402 | 402 | |||||||||||
Adjusted
EBITDA
|
$ | 2,965 | $ | (1,529 | ) | $ | 1,436 |
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 | ||||||||
* |
Includes
Gold Peak, East Lyme, the Company’s other developments and corporate level
income and expenses.
|
Results of Operations
and Changes in Net Assets
Results
of operations for the year ended December 31, 2008
Subscription
revenues and related cost of sales were approximately $25,851,000 and
$5,474,000, respectively, for the year ended December 31,
2008. Amortization expense included in cost of sales for the
database intangible asset was approximately $1,918,000 during this
period. See the disclosure on the prior pages for variances and
the current market impact on revenue and EBITDA of the Reis Services
segment.
Revenue
and cost of sales of residential units were approximately $21,769,000 and
$18,253,000, respectively, for the year ended December 31, 2008 with
respect to the sale of 54 condominium units at the Gold Peak development
and six homes and eight lots at East Lyme during the period.
In
December 2008, the Company recorded impairment charges aggregating
approximately $9,708,000, of which $6,999,000 related to East Lyme and the
East Lyme Land and $2,709,000 related to the Claverack
project. 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 sell all
of the remaining homes and lots during 2009.
Sales
and marketing expenses and product development expenses were approximately
$5,140,000 and $1,908,000, respectively, for the year ended December 31,
2008 and solely represent the costs of the Reis Services segment.
Amortization expense included in sales and marketing expenses (for the
customer relationships intangible asset) and product development expenses
(for the web site intangible asset) was approximately $1,016,000 and
$778,000, respectively during this period.
Property
operating expenses of $1,167,000 for the year ended December 31, 2008
represent the non-capitalizable project costs and other period expenses
related to the Company’s residential development projects.
General
and administrative expenses of $13,963,000 for the year ended December 31,
2008 include current period expenses and accruals of $12,426,000,
depreciation and amortization expense of $1,002,000 for lease value and
furniture, fixtures and equipment, and approximately $1,041,000 of net
non-cash compensation expense, offset by the reversal of $506,000 of
previously accrued FIN48 liabilities that were positively resolved in
2008. The net non-cash compensation expense is comprised of (i) an
approximate $416,000 decrease in the reserve for option liability due to a
decrease in the market price of the Company’s common stock from $7.68 per
share at December 31, 2007 to $5.00 per share at December 31, 2008
and options settled at an amount less than $7.68 per share during the
period, offset by (ii) compensation expense resulting from equity awards
for employees and directors of approximately $1,457,000. Also
included in current period expenses for the year ended December 31, 2008
is approximately $566,000 of legal and investment banking fees incurred
with regards to assessing and responding to the unsolicited offer to
acquire Reis and assessing strategic alternatives.
|
Interest
and other income of $587,000 primarily reflects interest earned on cash
for the year ended December 31, 2008.
Interest
expense of $1,182,000 for the year ended December 31, 2008 includes
interest and cost amortization on the Bank Loan of $1,275,000,
non-capitalized interest relating to residential development activities of
$111,000, interest from other debt of $38,000, and a decrease in the fair
value of the interest rate cap for the Bank Loan of $19,000, offset by the
effect of the capitalization of interest of $261,000 from the Bank Loan to
residential developments in accordance with existing accounting
rules.
The
income tax benefit for the year ended December 31, 2008 of $1,108,000
results from a change in estimate of NOLs allocable for income tax
purposes to the fiscal 2007 period subsequent to the Merger of $1,165,000
and deferred Federal and state tax credits of $82,000, offset by current
state and local taxes of $49,000 and current Federal alternative minimum
tax (“AMT”) of $90,000.
Results
of operations for the period June 1, 2007 to December 31,
2007
The
results of operations for the period June 1, 2007 to December 31,
2007 reflect the operations of the Company on a going concern basis and
include the operating results of the Reis Services segment.
Subscription
revenues and related cost of sales were approximately $14,615,000 and
$2,920,000, respectively, for the period June 1, 2007 to December 31,
2007. Amortization expense included in cost of sales during this period
was approximately $1,025,000.
Revenue
and cost of sales of residential units were approximately $21,752,000 and
$18,651,000, respectively, for the period June 1, 2007 to December
31, 2007 from the sale of 46 condominium units at the Gold Peak
development and 10 sales at East Lyme during the period.
In
December 2007, the Company recorded impairment charges aggregating
approximately $3,149,000 related to East Lyme and the East Lyme
Land. These charges were the result of continuing deteriorating
market conditions in the fourth quarter of 2007 and management’s
expectations for the future. The Company utilized assumptions
in its discounted cash flow model that reflected the negative impact of
market conditions at that time and the negative effects on sales revenue,
sales velocity, costs and the development plan.
Sales
and marketing expenses and product development expenses were approximately
$3,350,000 and $971,000, respectively, for the period June 1, 2007 to
December 31, 2007 and solely represent costs of the Reis Services segment.
Amortization expense included in sales and marketing expenses and project
development expenses during this period were approximately $445,000 and
$299,000, respectively.
Property
operating expenses of $746,000 for the period June 1, 2007 to
December 31, 2007 represent the non-capitalizable project costs and other
period expenses related to the Company’s residential development
projects.
General
and administrative expense of $8,180,000 for the period June 1, 2007
to December 31, 2007 includes current period expenses and accruals of
$8,441,000 and depreciation and amortization expense of $627,000 for lease
value and furniture, fixtures and equipment, offset by a net reduction of
approximately $888,000 of non-cash compensation costs. This net reduction
is comprised of an approximate $1,847,000 decrease in the reserve for
option liability due to a decrease in the market price of the Company’s
common stock from $11.00 per share at May 31, 2007 to $7.68 per share
at December 31, 2007 and options settled at an amount less than $11.00 per
share during the period, offset by additional compensation expense from
2007 equity awards of approximately $959,000.
Interest
and other income of $711,000 primarily reflects interest earned on cash
for the period June 1, 2007 to December 31, 2007.
Interest
expense of $1,003,000 for the period June 1, 2007 to December 31,
2007 includes interest and cost amortization on the Bank Loan of
$1,325,000, non-capitalized interest relating to residential development
activities of $75,000 and interest from other debt of $28,000, offset by
the effect of the capitalization of interest of $425,000 from the Bank
Loan to residential developments in accordance with existing accounting
rules.
The
income tax benefit during the period June 1, 2007 to December 31, 2007 of
$739,000 primarily reflects the tax benefit of the loss during the
period.
|
Changes in net assets in
liquidation for the period January 1, 2007 to May 31,
2007
During
the period January 1, 2007 to May 31, 2007, net assets in
liquidation decreased approximately $5,673,000. This decrease is the net
result of (i) an increase to the option cancellation reserve of
approximately $4,636,000 due to the increase in the market price of
Wellsford’s stock from $7.52 per share at December 31, 2006 to $11.00
per share at May 31, 2007 and (ii) sales of real estate assets
under development and other changes in net real estate assets under
development from the updating of cash flow valuation calculations during
the period of approximately $1,805,000, offset by (iii) operating
income of approximately $768,000 which primarily consisted of interest
income earned from cash and cash equivalents during the
period.
Changes
in net assets in liquidation for the year ended December 31,
2006
During
the year ended December 31, 2006, net assets in liquidation increased
$1,027,000. This increase is primarily attributable to (1) operating
income of approximately $1,768,000 which primarily represents interest
income earned from cash and cash equivalents, (2) amounts recognized
for real estate assets under development of $1,552,000 which resulted from
the net effect of sales of condominiums and homes and value adjustments to
the development projects, (3) cash proceeds of approximately
$1,008,000 from the exercise of stock options by an officer in November
2006 and (4) a decrease in the option cancellation reserve of
$926,000 which primarily reflects the changes in the market price of
Wellsford’s common stock between March 31, 2006 and December 31,
2006, offset by a $4,227,000 provision upon the adoption by the board of
directors of modifications in the terms of Wellsford’s stock option plans
during the first quarter of 2006. The provision resulted from the
modification to allow for cash payments that would be made to option
holders, at their election, as consideration for the cancellation of their
options in the amount of the fair value of Wellsford common stock in
excess of the adjusted exercise prices of outstanding options as of
March 31, 2006.
Income
Taxes
Deferred
income taxes reflect the net tax effects of temporary differences between
the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The net
deferred tax liability was approximately $67,000 and $1,314,000 at
December 31, 2008 and 2007, respectively, and is reflected as a
non-current liability in the accompanying consolidated balance
sheets. The significant portion of the deferred tax items
relates to the tax benefit of impairment charges before allowances and NOL
carryforwards as they relate to deferred tax assets and the deferred tax
liability resulting from the intangible assets recorded at the time of the
Merger in accordance with the provisions of SFAS No. 141.
During
the seven month period subsequent to the Merger, the Company generated an
NOL of approximately $4,600,000 which may be utilized against consolidated
taxable income through 2027 and is not subject to an annual
limitation.
Private
Reis had NOL carryforwards aggregating approximately $9,200,000 at
December 31, 2008, expiring in the years 2019 to 2026. These losses may be
utilized against consolidated taxable income, subject to a $5,300,000
annual limitation.
The
Company separately has NOLs which resulted from the Company’s merger with
Value Property Trust, which we refer to as VLP, in 1998 and its operating
losses in 2004, 2006 and 2007 (prior to the Merger). There is an annual
limitation on the use of such NOLs after an ownership change, pursuant to
Section 382 of the Internal Revenue Code, or the Code. As
a result of the Merger, the Company has experienced such an ownership
change which has resulted in a new annual limitation of $2,779,000. As a
result of the new annual limitation and expirations, the Company expects
that it could only potentially utilize approximately $34,610,000 of these
remaining NOLs at December 31, 2008. Of such amount, approximately
$7,351,000 will expire in 2010. A further requirement of the tax rules is
that after a corporation experiences an ownership change, it must satisfy
the continuity of business enterprise, or COBE, requirement (which
generally requires that a corporation continue its historic business or
use a significant portion of its historic business assets in its business
for the two-year period beginning on the date of the ownership change) to
be able to utilize NOLs generated prior to such ownership
change. Although the Company believes there is a basis for
concluding that the COBE requirements were met at December 31, 2008,
management concluded that the Company could not meet the more likely than
not criteria for recognizing a deferred tax asset relating to such losses
for GAAP accounting purposes.
SFAS No. 109
requires a valuation allowance to reduce the deferred tax assets if, based
on the weight of the evidence, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Accordingly, management has determined that a valuation allowance of
approximately $9,205,000 and $20,500,000 at December 31, 2008 and 2007,
respectively, was necessary. The allowances at December 31, 2008 and 2007
relate primarily to AMT credits and to the excess of a portion of the tax
basis of certain real estate development assets over their respective
financial statement basis and, in 2007, to existing NOLs of the
Company. The allowance was reduced significantly at December
31, 2008, as a result of the above described determination that the more
likely than
|
not
criteria could not be met with respect to all of the Company’s NOLs
existing at the time of the Merger. In addition, approximately
$17,300,000 of such NOLs expired during 2008. Together, these
resulted in a $13,152,000 reduction in the NOL asset and the previously
established allowance related thereto during 2008.
The
Company recorded the tax benefits of certain tax assets of approximately
$2,378,000 as part of the purchase price allocation relating to the Merger
in 2007.
As
disclosed in Note 2 to the accompanying consolidated financial statements,
the Company adopted the provisions of FIN 48 as of January 1, 2007, which
adoption did not impact the Company’s financial position. The
Company’s reserve for unrecognized tax benefits was approximately $510,000
and $993,000 at December 31, 2008 and 2007, respectively. The
reduction in 2008 results from a resolution of two of the unrecognized tax
benefits, offset by interest accruals on other unrecognized
items. Interest and penalties related to these tax provisions
were primarily included in general and administrative expenses during 2007
and prior years and approximated $80,000 and $438,000 at December 31, 2008
and 2007, respectively.
Liquidity and Capital
Resources
The
Company expects to meet its short-term liquidity requirements such as
current operating and capitalizable costs, near-term product development
and enhancements of the web site and databases, the current portion of
long-term debt including the repayment of the $5,077,000 outstanding on
the East Lyme Construction Loan by June 30, 2009 and $3,500,000 on the
Bank Loan in 2009 ($875,000 per quarter), operating and capital leases,
construction and development costs, other capital expenditures, settlement
of certain outstanding stock options in cash, repurchases of up to
$1,491,000 of Reis stock pursuant to authorized programs, generally
through the use of available cash, cash generated from the operations of
Reis Services, sales of condominium units, single family homes and single
family home lots either individually or in bulk transactions, the sale or
realization of other assets, releases from escrow reserves and accounts,
interest revenue and the availability of $2,000,000 for working capital
purposes of Reis Services under the Bank Loan.
The
Company expects to meet its long-term liquidity requirements such as
future operating and capitalizable costs, long-term product
development and enhancements of the web site and databases, the
non-current portion of long-term debt, operating and capital leases and
other capital expenditures generally through the use of available cash,
cash generated from the operations of Reis Services, sales of single
family homes and single family home lots either individually or in bulk
transactions (to the extent that any remain unsold after 2009), releases
from escrow reserves and accounts, interest revenue and the availability
of $2,000,000 for working capital purposes of Reis Services under the Bank
Loan.
Cash
and cash equivalents aggregated approximately $24,152,000 at December 31,
2008. Management considers such amount to be adequate and expects it to
continue to be adequate to meet operating and lender liquidity
requirements in both the short and long terms.
Reis
Services Bank Loan
In
connection with the Merger agreement, Private Reis entered into a credit
agreement, dated October 11, 2006, with the Bank of Montreal, Chicago
Branch, as administrative agent and BMO Capital Markets, as lead arranger,
which provides for a term loan of up to an aggregate of $20,000,000 and
revolving loans up to an aggregate of $7,000,000. Loan proceeds were used
to finance $25,000,000 of the cash portion of the Merger consideration and
the remaining $2,000,000 may be utilized for future working capital needs
of Reis Services. The loans are secured by a security interest in
substantially all of the assets, tangible and intangible, of Reis Services
and a pledge by the Company of its membership interest in Reis Services.
Commencing in 2009, the Bank Loan allows for cash of Reis Services to be
distributed to the Company for qualifying operating expenses of the
Company if certain ratios are met, as defined in the credit
agreement. The balance of the Bank Loan was approximately
$22,750,000 and $24,250,000 at December 31, 2008 and 2007,
respectively.
Reis
Services is required to (1) make principal payments on the term loan
on a quarterly basis commencing on June 30, 2007 in increasing
amounts pursuant to the payment schedule provided in the credit agreement
and (2) permanently reduce the revolving loan commitments on a
quarterly basis commencing on March 31, 2010. Additional principal
payments are payable if Reis Services’s annual cash flow exceeds certain
amounts, as defined in the credit agreement. No additional
payments were required during 2008 or 2007. The final maturity
date of all amounts borrowed pursuant to the credit agreement is
September 30, 2012.
|
The
interest rate was LIBOR plus 1.50% and LIBOR plus 2.50% at December 31,
2008 and 2007, respectively (LIBOR was 0.44% and 4.60% at December 31,
2008 and 2007, respectively). LIBOR spreads are based on a leverage ratio,
as defined in the credit agreement. Interest spreads could range from a
high of LIBOR plus 3.00% (if the leverage ratio is greater than or equal
to 4.50 to 1.00) to a low of LIBOR plus 1.50% (if the leverage ratio is
less than 2.75 to 1.00). Reis Services also pays a fee on the unused
$2,000,000 portion of the revolving loan of 0.50% per annum, as well as an
annual administration fee of $25,000.
The
Bank Loan requires interest rate protection in an aggregate notional
principal amount of not less than 50% of the outstanding balance of the
Bank Loan for a minimum of three years. An interest rate cap was purchased
for $109,000 in June 2007, which caps LIBOR at 5.50% on $15,000,000 from
June 2007 to June 2010. The fair value of the cap was
approximately $19,000 at December 31, 2007 and it had no value at December
31, 2008. The decrease in the fair value of approximately
$19,000 and $90,000 during the year ended December 31, 2008 and the period
June 1, 2007 to December 31, 2007, respectively, was recorded as interest
expense.
Residential
Development Debt
In
April 2005, the Company obtained revolving development and construction
financing for Gold Peak in the aggregate amount of approximately
$28,800,000, which we refer to as the Gold Peak Construction Loan. The
Gold Peak Construction Loan bore interest at LIBOR + 1.65% per annum, was
set to mature in November 2009 and had additional extensions at the
Company’s option upon satisfaction of certain conditions being met by the
borrower. Borrowings occurred as costs were expended and principal
repayments were made as units were sold. In August 2008, the Gold Peak
Construction Loan was retired, utilizing proceeds from condominium unit
sales. The Company had borrowed and repaid approximately $48,522,000 over
the 40 month period that the loan was outstanding. As a result, the
remaining unsold units are unencumbered.
In
December 2004, the Company obtained revolving development and construction
financing for East Lyme in the aggregate amount of approximately
$21,177,000, which we refer to as the East Lyme Construction
Loan. The East Lyme Construction Loan was extended with term
modifications in April 2008. The interest rate for the East Lyme
Construction Loan increased from LIBOR + 2.15% to LIBOR + 2.50% over the
extension period which matures in June 2009. The extension terms also
require periodic minimum principal repayments if repayments from sales
proceeds are not sufficient to meet required repayment amounts. The
balance of the East Lyme Construction Loan was approximately $5,077,000
and $6,966,000 at December 31, 2008 and 2007, respectively.
The
East Lyme Construction Loan requires the Company to have a minimum GAAP
net worth, as defined, of $50,000,000. The Company may be required to make
an additional $2,000,000 cash collateral deposit for the East Lyme
Construction Loan if net worth, as defined, is below $50,000,000. The
Company is required to maintain a minimum liquidity level at each quarter
end for the East Lyme Construction Loan. As a result of the extension and
modification on the East Lyme Construction Loan, the minimum liquidity
level was reduced to $7,500,000 from $10,000,000 with additional
reductions based upon principal repayments. The required
minimum liquidity level at December 31, 2008 was approximately
$4,297,000.
On
January 15, 2009, the Company made a required minimum principal repayment
of $900,000, reducing the outstanding balance of the East Lyme
Construction Loan to $4,177,000 and the required minimum liquidity level
to approximately $3,397,000.
The
lender for the East Lyme Construction Loan initially provided a $3,000,000
letter of credit to a municipality in connection with the construction of
public roads at the East Lyme project. In January 2008, the letter of
credit requirement was reduced to $1,750,000 by the
municipality. The Company initially posted $1,300,000 of
restricted cash as collateral for this letter of credit. The
balance of the cash collateral included in restricted cash on the
consolidated balance sheets was approximately $1,340,000 and $1,327,000 at
December 31, 2008 and 2007, respectively.
Material
Contractual Obligations
The
following table summarizes material contractual obligations as of
December 31, 2008:
|
(amounts
in thousands)
|
Payments
Due
|
|||||||||||||||||||||
For
the Years Ended December 31,
|
||||||||||||||||||||||
Contractual
Obligations
|
2009
|
2010
and 2011
|
2012
and 2013
|
Thereafter
|
Aggregate
|
|||||||||||||||||
Principal
payments for all debt obligations (A) (B)
|
$ | 9,262 | $ | 14,415 | $ | 5,636 | $ | — | $ | 29,313 | ||||||||||||
Operating
leases for offices
|
1,361 | 2,803 | 2,917 | 4,069 | 11,150 | |||||||||||||||||
Total
contractual obligations
|
$ | 10,623 | $ | 17,218 | $ | 8,553 | $ | 4,069 | $ | 40,463 | ||||||||||||
(A)
|
Includes
interest at applicable spreads to LIBOR, utilizing LIBOR
of 0.44%, which was the 30 day rate at December 31,
2008.
|
||
(B) | Principal and interest repayments are $6,856 and $7,559 for the years ended December 31, 2010 and 2011, respectively. |
Other
Items Impacting Liquidity
Palomino
Park
Gold
Peak
In
2004, the Company commenced the development of Gold Peak, the final phase
of Palomino Park. Gold Peak is 259 condominium units on the remaining
29 acre land parcel at Palomino Park. Gold Peak unit sales commenced
in January 2006. At December 31, 2008, there were two Gold Peak units
under contract with nominal down payments. The following table provides
information regarding Gold Peak sales:
|
For
the Years Ended December 31,
|
Project
Total Through December 31, 2008
|
|||||||||||||||||
2008
|
2007
|
2006
|
||||||||||||||||
Number
of units sold
|
54 | 77 | 108 | 239 | ||||||||||||||
Gross
sales proceeds
|
$ | 16,469,000 | $ | 24,226,000 | $ | 31,742,000 | $ | 72,437,000 | ||||||||||
Principal
paydown on Gold Peak Construction Loan
|
$ | 8,313,000 | $ | 15,681,000 | $ | 24,528,000 | $ | 48,522,000 |
Palomino
Park Transactions
On
September 30, 2007, the Company purchased the remaining 7.075%
interest in the corporation that owns the remaining Palomino Park assets
for $1,200,000 from Equity Residential ("EQR").
In
September 2006, the Company sold its Palomino Park telecommunication
assets, service contracts and operations and in November 2006 it received
a net amount of approximately $988,000. At that time, the buyer held back
approximately $396,000, of which approximately $192,000 was received by
the Company in September 2007 and the balance of approximately $204,000
was received in September 2008.
East
Lyme
The
Company has a 95% ownership interest as managing member of a venture which
originally owned 101 single family home lots situated on 139 acres of
land in East Lyme, Connecticut upon which it was constructing houses for
sale. At the time of the initial land purchase, the Company executed an
option to purchase a contiguous 85 acre parcel of land which can be
used to develop 60 single family homes, which we refer to as the East Lyme
Land. The Company subsequently acquired the East Lyme Land in
November 2005.
After
the initial land purchase, the Company executed an agreement with a
homebuilder to construct the homes for this project. The
homebuilder is a 5% partner in the project and receives other
consideration.
On
March 4, 2009, the Company and the homebuilder/partner terminated the
partnership agreement and the related development agreement. As
a result of the terminations, the Company paid approximately $343,000 to
its partner to satisfy all remaining compensation under the development
agreement and for its 5% interest.
The
model home was completed during the fourth quarter of 2005 and home sales
commenced in June 2006. At December 31, 2008, there were no East Lyme
homes under contract and four homes, including the model, were in
inventory. The following table provides information regarding
East Lyme sales:
|
For
the Years Ended December 31,
|
Project
Total Through December 31, 2008 |
|||||||||||||||||
2008
|
2007
|
2006
|
||||||||||||||||
Number
of homes and lots sold (A)
|
14 | 14 | 5 | 33 | ||||||||||||||
Gross
sales proceeds
|
$ | 5,300,000 | $ | 9,797,000 | $ | 3,590,000 | $ | 18,687,000 | ||||||||||
Principal
paydown on East Lyme Construction Loan
|
$ | 5,162,000 | $ | 8,785,000 | $ | 3,246,000 | $ | 17,193,000 | ||||||||||
(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.
|
Certain of the lots
at East Lyme require remediation of pesticides used on the property when
it was an apple orchard, which costs are estimated by management to be
approximately $1,000,000. Remediation costs were considered in evaluating
the value of the property for liquidation basis purposes at May 31,
2007. This estimate continues to be recognized as a liability in the going
concern balance sheets at December 31, 2008 and 2007. This estimate could
change in the future as plans for the remediation are finalized and if the
bulk sale of lots, as described above, were to occur. An expected time
frame for the remediation has not been established as of the date of this
report.
During
2008, the Company made the decision to halt new home construction pending
exploration of a bulk sale of lots. In June 2008, the Company entered into
a listing agreement authorizing a broker to sell the remaining lots (which
are comprised of improved lots with road and infrastructure in place and
unimproved lots without road and infrastructure in
place). There can be no assurance that the Company will be able
to sell any or all of the four houses in inventory, or the remaining lots
individually or in bulk at East Lyme at acceptable prices, or within a
specific time period, or at all.
Other
Developments
Claverack
Through
November 2007, the Company had a 75% ownership interest in a joint venture
that owned two land parcels aggregating approximately 300 acres in
Claverack, New York. The Company acquired its interest in the joint
venture for $2,250,000 in November 2004. One land parcel was subdivided
into seven single family home lots on approximately 65 acres. The
remaining 235 acres, known as The Stewardship, which was originally
subdivided into six single family home lots, now is subdivided into 48
developable single family home lots.
Construction
of two model homes (which commenced in 2007), the infrastructure and
amenities for The Stewardship were substantially completed during the
third quarter of 2008. The Company intends to sell the improved lots and
two model homes either individually or in a bulk sale transaction and is
working with local and regional brokers.
During
July 2006, the initial home on one lot of the seven lot parcel was
completed and in October 2006, the home and a contiguous lot were sold for
approximately $1,200,000 and the related outstanding debt of approximately
$690,000 was repaid to the bank. In February 2007, Claverack
sold one lot to the venture partner, leaving four lots of the original
seven lots available for sale. In November 2007, the joint venture
partner’s interest in the joint venture was redeemed in exchange for the
remaining four lots, representing the remaining approximate 45 acres
of the original 65 acre parcel. This resulted in the Company being
the sole owner of The Stewardship. The Company recorded a loss
of approximately $54,000 in the fourth quarter of 2007 from this
redemption transaction.
Issuer
Purchases of Equity Securities
In
December 2008, the Board authorized a repurchase program of shares of the
Company’s common stock up to an aggregate amount of
$1,500,000. Purchases under the program may be made from
time-to-time in the open market or through privately negotiated
transactions. Depending on market conditions, financial
developments and other factors, these purchases may be commenced or
suspended at any time, or from time-to-time, without prior notice and may
be expanded with prior notice. As of December 31, 2008, the
Company had repurchased and cancelled 2,400 shares at an average price of
$3.66 per common share, aggregating approximately $9,000. No repurchases
were made prior to December 15, 2008 or during 2007.
|
The
Company has entered into a trading plan pursuant to Securities Exchange
Act Rule 10b5-1, permitting open market purchases of common stock during
blackout periods consistent with the Company’s “Policies for Transactions
in Reis Stock and Insider Trading and Tipping.” During January
and February of 2009, the Company purchased an additional 10,300 shares of
common stock at an average price of $4.59 per share. From the
inception of the share repurchase program through February 28, 2009, the
Company had purchased an aggregate of 12,700 shares of common stock at an
average price of $4.42 per share, for an aggregate of $56,000 (leaving
approximately $1,444,000 that may yet be purchased under the
program).
Stock
Plans and Options Accounted for As Liability Awards
During
1997 and 1998, the Company adopted certain incentive plans (the “1997 and
1998 Incentive Plans”) for the purpose of attracting and retaining the
Company’s directors, officers and employees. As a result of an
amendment to the 1997 and 1998 Incentive Plans which was approved by the
stockholders on May 30, 2007, awards can be made to all employees of
the Company, not just key employees. By March 10, 2008, the
ability to issue options, restricted stock units (“RSUs”) or stock awards
under the 1997 and 1998 Incentive Plans fully expired. At the
May 29, 2008 annual meeting of stockholders, the Company’s stockholders
approved the adoption of a new management incentive plan which provides
for up to 1,000,000 shares to be available for future grants (the “2008
Incentive Plan” or, when referred to in the aggregate with the 1997 and
1998 Incentive Plans, the “Incentive Plans”). Awards granted
under the Incentive Plans expire ten years from the date of grant and vest
over periods ranging generally from three to five years for
employees.
At
December 31, 2008, of the 528,473 outstanding options, 136,473 options are
accounted for as a liability as these awards provide for settlement in
cash or in stock at the election of the option holder. The Company accrues
a liability for cash payments that could be made to option holders for the
amount of the market value of the Company’s common stock in excess of the
exercise prices of outstanding options accounted for as a liability
award. This liability is adjusted to reflect (1) the net
cash payments to option holders made during each period, (2) the
impact of the exercise and expiration of options and (3) the changes
in the market price of the Company’s common stock. The reserve for option
cancellations was approximately $56,000 and $527,000 at December 31,
2008 and 2007, respectively.
The
liability for option cancellations could materially change from period to
period based upon (1) an option holder either (a) exercising the
options in a traditional manner or (b) electing the net cash
settlement alternative and (2) the changes in the market price of the
Company’s common stock. At each period end, an increase in the Company’s
common stock price would result in an increase in compensation expense,
whereas a decline in the stock price would reduce compensation
expense.
In
January 2006, the Board authorized amendments to the then outstanding
options, after the adoption of the Plan, to allow an option holder to
receive from the Company, in cancellation of the holder’s option, a cash
payment with respect to each cancelled option equal to the amount by which
the fair market value of the share of stock underlying the option exceeds
the exercise price of such option. In March 2006, the Company and the
option holders executed amended option agreements to reflect this and
other adjustments and changes. The Company accounts for these options as
liability awards and recorded a provision during the first quarter of 2006
aggregating approximately $4,227,000 to reflect the modification
permitting an option holder to receive a net cash payment in cancellation
of the holder’s option based upon the fair value of an option in excess of
the exercise price. The liability balance is adjusted at the end of each
reporting period to reflect the settlement amounts of the liability,
exercises of stock options and the impact of changes to the market price
of the stock at the end of each reporting period. The change in the
liability is reflected in the statement of changes in net assets in
liquidation through May 31, 2007. At May 31, 2007, the
liability for options which could be settled in cash was approximately
$7,269,000 based upon the difference in the closing stock price of the
Company of $11.00 per share and the individual exercise prices of all
outstanding “in-the-money” options at that date.
At
December 31, 2007, the option liability was approximately $527,000 based
upon the difference in the closing stock price of the Company at December
31, 2007 of $7.68 per share and the individual exercise prices of the
outstanding 178,124 “in-the-money” options that are accounted for as a
liability award at that date.
At
December 31, 2008, the option liability was approximately $56,000 based
upon the difference in the closing stock price of the Company at December
31, 2008 of $5.00 per share and the individual exercise prices of the
outstanding 101,025 “in-the-money” options that are accounted for as a
liability award at that date. Changes in the settlement value of option
awards treated under the liability method as defined by
SFAS No. 123R are reflected as income or expense in the
statements of operations under the going concern basis of accounting. The
Company recorded a compensation benefit of approximately $416,000 and
$1,847,000 for the year
|
ended
December 31, 2008 and for the period June 1, 2007 to December 31, 2007,
respectively, in general and administrative expenses in the statement of
operations as a result of the stock price declines during those
periods.
During
the year ended December 31, 2008, an aggregate of 22,155 options were
settled with net cash payments aggregating approximately
$55,000.
During
the year ended December 31, 2007, an aggregate of 278,571 options were
settled with a net cash payment of approximately $560,000. In
addition, in a series of transactions in June 2007 Jeffrey Lynford tended
certain shares of common stock he owned as payment for the exercise price
for 891,949 options. Further, he reduced the number of shares he would
ultimately receive in this exercise transaction to satisfy his tax
obligation of approximately $2,072,000 in cash (which was retained by the
Company to pay for his applicable withholding taxes and was treated as an
option cancellation payment). As a result, he received a net of
212,070 shares of the Company’s common stock upon the completion of this
exercise. Pursuant to his option agreements, Jeffrey Lynford
received “reload” options to purchase 243,931 shares of the Company’s
common stock which had an exercise price of $10.67 per option reflecting
the market value of the Company’s stock at the date of the
grant. These reload options, which were treated as an equity
award for accounting purposes, expired on December 31, 2007 and did not
have a net cash settlement feature. No other options were
settled with a net cash payment during 2007.
During
the year ended December 31, 2006, an aggregate of 237,426 options were
settled with cash payments aggregating approximately
$668,000.
The Effects of
Inflation/Declining Prices and Trends
Reis
Services
The
Company monitors commercial real estate industry and market trends to
determine their potential impact on its products and product development
initiatives. The current volatility and downturn in the U.S.
and global economy, including the credit markets and real estate markets,
has affected renewal rates, with the greatest impact on the Company being
felt in the fourth quarter of 2008. To date, there has not been
a material effect on the marketability of the Company’s
products. Because of budget constraints at certain customers
and potential customers, the effective shutdown of the CMBS markets and
mergers and bankruptcies of financial institutions (some of which are
customers of the Company), the Company has been negatively impacted as
exhibited by our overall renewal rate (based on annual dollars renewed and
reflects price increases, decreases and non-renewals). The
overall renewal rate for the year ended December 31, 2007 was 94% compared
to the 88% rate for 2008. To date, the Company has mitigated
market pressures by continuing to add new customers, selling new products
(such as our tertiary apartment and office markets, rolled out in 2007 and
2008, respectively) and identifying additional and/or alternative users
within the organizations and institutions that are current
customers. Historically, during periods of economic and
commercial real estate market volatility, we generally experienced stable
demand for our market information and an increase in demand for our
portfolio products as investors placed greater emphasis on assessing
portfolio risk. This pattern is in evidence during the current
volatility as overall report usage grew during 2008. We cannot
assure you that the level of demand for Reis Services’s products will be
sustained or increase in 2009.
Condominium
and Home Sales
As
the softening of the national housing market continues, the Company’s
operations relating to residential development and the sale of homes have
been negatively impacted in markets where the Company owns property.
Demand at the Company’s projects and sales of inventory are lower and
slower than previous expectations resulting in price concessions,
increased broker incentives and/or additional incentives being offered to
buyers, and with regards to the East Lyme and Claverack projects, the
determination to sell home lots either individually or in bulk instead of
building and selling homes.
The
continuing increases in energy costs and construction materials (such as
concrete, lumber and sheetrock) could adversely impact our home building
business; however, construction has been completed at our Gold Peak
project, the infrastructure and model home construction at Claverack are
complete and the Company has made the decision to halt any new home
construction at East Lyme pending the exploration of one or multiple bulk
sales of lots. The continuing uncertainty as to the United
States economy in general and more specific to the local economies where
our residential activities are located, as well as increasing illiquidity
in the residential mortgage market have negatively impacted our marketing
efforts and the ability for buyers to afford and/or finance the purchase
of one of our homes or lots, causing us to offer increased concessions
and/or sale price reductions.
|
The
number and timing of future sales of any residential units by the Company
could be adversely impacted by the lack of availability of credit to
potential buyers and the inability of potential home buyers to sell their
existing homes.
During
the year ended December 31, 2007, an aggregate of 278,571 options were
settled with a net cash payment of approximately $560,000. In
addition, in a series of transactions in June 2007 Jeffrey Lynford tended
certain shares of common stock he owned as payment for the exercise price
for 891,949 options. Further, he reduced the number of shares he would
ultimately receive in this exercise transaction to satisfy his tax
obligation of approximately $2,072,000 in cash (which was retained by the
Company to pay for his applicable withholding taxes and was treated as an
option cancellation payment). As a result, he received a net of
212,070 shares of the Company’s common stock upon the completion of this
exercise. Pursuant to his option agreements, Jeffrey Lynford
received “reload” options to purchase 243,931 shares of the Company’s
common stock which had an exercise price of $10.67 per option reflecting
the market value of the Company’s stock at the date of the
grant. These reload options, which were treated as an equity
award for accounting purposes, expired on December 31, 2007 and did not
have a net cash settlement feature. No other options were
settled with a net cash payment during 2007.
Changes in Cash
Flows
Comparison
of the year ended December 31, 2008 to the year ended December 31,
2007
Cash
flows the year ended December 31, 2008 and combined for the period January
1, 2007 to May 31, 2007 and the period June 1, 2007 to December 31, 2007
are summarized as follows:
|
For
the
Year Ended December 31, 2008 |
2007
|
|||||||||||||||||
Combined
|
June
1 to
December 31 |
|
January
1 to
May
31
|
|||||||||||||||
Going
Concern Basis
|
Going
Concern Basis
|
Liquidation
Basis
|
||||||||||||||||
Net
cash provided by operating activities
|
$ | 15,276,916 | $ | 6,754,893 | $ | 6,627,325 | $ | 127,568 | ||||||||||
Net
cash (used in) investing activities
|
(4,318,360 | ) | (12,503,631 | ) | (11,895,464 | ) | (608,167 | ) | ||||||||||
Net
cash (used in) financing activities
|
(10,045,326 | ) | (10,063,105 | ) | (8,059,951 | ) | (2,003,154 | ) | ||||||||||
Net
increase (decrease) in cash and cash equivalents
|
$ | 913,230 | $ | (15,811,843 | ) | $ | (13,328,090 | ) | $ | (2,483,753 | ) |
Cash
flows from operating activities increased $8,522,000 from $6,755,000
provided in the 2007 period to $15,277,000 provided in the 2008 period.
The significant components of this change related to cash provided by the
operating results of the Reis Services segment and our Gold Peak
project in the residential development activities segment.
Cash
flows used in investing activities changed $8,186,000 from $12,504,000
used in the 2007 period to $4,318,000 used in the 2008 period. This change
resulted from the use of cash in 2007 for the cash portion of the Merger
consideration and Merger costs which aggregated $9,186,000, the purchase
of a minority partner’s interest in a subsidiary of $1,200,000, an
increase in the return of capital from the Company’s investment in
Clairborne Fordham of $109,000 and $22,000 from sale proceeds of
furniture, fixtures and equipment in 2008, offset by an increase in cash
used in the 2008 period as compared to the 2007 period for investment in
web site, database development and furniture, fixtures and equipment
additions of $924,000 and additional investments in other real estate
assets of $1,407,000.
Cash
flows from financing activities changed $18,000 from $10,063,000 used in
the 2007 period to $10,045,000 used in the 2008 period primarily from the
net effect of borrowings and repayments. Borrowings on the East Lyme and
Gold Peak construction loans aggregated $5,169,000 during the 2008 period
as compared to $17,719,000 in the 2007 period, primarily as a result of
fewer buildings under construction in the 2008 period as we have completed
construction for the Gold Peak project and significantly decreased
construction at the East Lyme project as a result of market conditions,
fewer homes under contract and the decision to halt any new home
construction. During the 2008 period, approximately $8,313,000 was repaid
on the Gold Peak Construction Loan from unit sales to retire this debt and
$5,162,000 was repaid on the East Lyme Construction Loan, primarily from
six home and eight lot sales. During the 2007 period, approximately
$15,681,000 was repaid on the Gold Peak Construction Loan from 77
condominium unit sales and approximately $8,785,000 was repaid on the East
Lyme Construction Loan from 14 home sales. During the 2008 period,
$1,500,000 was repaid on the Bank Loan whereas $750,000 was repaid in the
2007 period, all of which were scheduled repayments. Other debt
repayments in the 2008 period in excess of payments in the 2007 period
aggregated $68,000. Payments for option cancellations were approximately
$55,000 in the 2008 period, as compared to $2,632,000 during the 2007
period. Proceeds received from the exercise of options by
option holders was $282,000 in 2007, with no corresponding amount in the
2008 period. In 2007, the Company purchased an interest rate
cap for the Reis Services acquisition debt for $109,000, with no
corresponding purchases in the 2008
period. In
|
December
2008, the Company repurchased 2,400 shares of its outstanding common stock
for proceeds of $9,000. No stock repurchases were made in
2007.
Comparison
of the year ended December 31, 2007 to the year ended December 31,
2006
Cash
flows combined for the period January 1, 2007 to May 31, 2007 and for the
period June 1, 2007 to December 31, 2007 and for the year ended December
31, 2006 are summarized as follows:
|
2007
|
||||||||||||||||||
Combined
|
June
1 to
December 31 |
January
1
to
May
31
|
For
the Year Ended
December
31, 2006
|
|||||||||||||||
Going
Concern Basis
|
Liquidation
Basis
|
Liquidation
Basis
|
||||||||||||||||
Net
cash provided by (used in) operating activities
|
$ | 6,754,893 | $ | 6,627,325 | $ | 127,568 | $ | (2,598,223 | ) | |||||||||
Net
cash (used in) investing activities
|
(12,503,631 | ) | (11,895,464 | ) | (608,167 | ) | (726,021 | ) | ||||||||||
Net
cash (used in) provided by financing activities
|
(10,063,105 | ) | (8,059,951 | ) | (2,003,154 | ) | 1,347,491 | |||||||||||
Net
(decrease) in cash and cash equivalents
|
$ | (15,811,843 | ) | $ | (13,328,090 | ) | $ | (2,483,753 | ) | $ | (1,976,753 | ) |
Cash flows from
operating activities changed $9,353,000 from $2,598,000 used in the 2006
period to $6,755,000 provided in the 2007 period. The significant
components of this change related to cash provided by the continuing
construction activities and the operating results of the Reis Services
segment.
Cash
flows from investing activities changed $11,778,000 from $726,000 used in
the 2006 period to $12,504,000 used in the 2007 period. The significant
components of this change related to the use of cash for the Private Reis
Merger consideration, net of cash acquired of $6,527,000, the payment of
Merger costs for investment banking, legal and accounting fees and other
Merger costs of $2,659,000, the purchase of EQR’s remaining interest in
Palomino Park for $1,200,000 and investments in other real estate assets,
web site and database development and furniture, fixtures and equipment
aggregating $2,238,000, offset by the return of capital from the Company’s
investment in Clairborne Fordham of $120,000. The investing activity in
the 2006 period was comprised of cash proceeds from the January 2006 sale
of the Beekman assets for $1,297,000, offset by $2,023,000 paid for Merger
costs in that period.
Cash
flows from financing activities changed $11,410,000 from $1,347,000
provided by the 2006 period to $10,063,000 used in the 2007 period
primarily from the net effect of borrowings and repayments. Borrowings on
the East Lyme, Gold Peak and Claverack construction loans aggregated
$29,343,000 during the 2006 period as compared to $17,719,000 in the 2007
period, primarily from fewer buildings under construction in the 2007
period as we are nearing completion of the construction phase for the Gold
Peak project. During the 2006 period, approximately $24,528,000 was repaid
on the Gold Peak Construction Loan from 108 condominium sales, $3,246,000
was repaid on the East Lyme Construction Loan from five home sales and
$690,000 was repaid on the then existing Claverack loan from the sale of
one home and a contiguous lot. During the 2007 period, approximately
$15,681,000 was repaid on the Gold Peak Construction Loan from 77
condominium unit sales and approximately $8,785,000 was repaid on the East
Lyme Construction Loan from 14 home sales. During the 2007 period,
$750,000 was repaid on the Bank Loan and $109,000 was used to purchase an
interest rate cap. Other debt repayments in the 2007 period aggregated
$107,000. Payments for option cancellations aggregated $2,632,000 in the
2007 period as compared to $668,000 during the 2006 period. Proceeds
received from the exercise of options by option holders were $282,000 in
2007 as compared to $1,008,000 in the 2006 period.
|
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk. |
The
Company’s primary market risk exposure has been to changes in interest
rates. This risk is generally managed by limiting the Company’s financing
exposures, to the extent possible, by purchasing interest rate caps when
deemed appropriate.
At
December 31, 2008, the Company’s only exposure to interest rates was
variable rate based debt. This exposure has historically been
minimized in certain circumstances through the use of interest rate caps.
Due to the fact that the East Lyme Construction Loan matures in June 2009
and has mandatory principal repayments during that period, management
determined that the exposure to increasing interest rates was not
significant for this loan and therefore has let the applicable interest
rate cap expire. The interest rate cap on the Bank Loan expires in June
2010. The following tables present the effect of a 1% increase in the
applicable base rates of variable rate debt at December 31, 2008 and 2007,
respectively:
|
(amounts in
thousands)
|
Balance
at
December
31,
2008
|
Notional
Amount
at
December
31,
2008
|
LIBOR
Cap
|
LIBOR
at
December
31,
2008
|
Additional
Interest
Incurred
|
||||||||||||||||||
Variable
rate debt:
|
|||||||||||||||||||||||
With
interest rate caps:
|
|||||||||||||||||||||||
Bank Loan
|
$ | 22,750 | $ | 15,000 | 5.5 | % | 0.44 | % | $ | 228 |
(A)
|
||||||||||||
Without
interest rate caps:
|
|||||||||||||||||||||||
East Lyme Construction
Loan
|
5,077 | $ | — | N/A | 0.44 | % | 51 |
(A)
|
|||||||||||||||
$ | 27,827 | $ | 279 | ||||||||||||||||||||
(A) |
Reflects
additional interest which could be incurred annually on the loan balance
amount as a result of a 1% increase in LIBOR.
|
(amounts in
thousands)
|
Balance
at
December
31,
2007
|
Notional
Amount
at
December
31,
2007
|
LIBOR
Cap
|
LIBOR
at
December
31,
2007
|
Additional
Interest
Incurred
|
|||||||||||||||||
Variable
rate debt:
|
||||||||||||||||||||||
With
interest rate caps:
|
||||||||||||||||||||||
Gold Peak Construction
Loan
|
$ | 6,417 | $ | 10,500 | 5.00 | % | 4.60 | % | $ | 26 | (A)(B) | |||||||||||
Bank Loan
|
24,250 | $ | 15,000 | 5.50 | % | 4.60 | % | 228 | (A) | |||||||||||||
30,667 | 254 | |||||||||||||||||||||
Without
interest rate caps:
|
||||||||||||||||||||||
East Lyme Construction
Loan
|
6,966 | $ | — | — | % | 4.60 | % | 70 | (C)(B) | |||||||||||||
$ | 37,633 | $ | 324 | |||||||||||||||||||
(A) |
Reflects
additional interest which could be incurred annually on the loan balance
amount in excess of the notional amount at December 31, 2007 for the
effect of a 1% increase in LIBOR, plus any increase from the December 31,
2007 LIBOR to the LIBOR cap if less than 1%.
|
||
(B) |
An
increase in interest incurred would result primarily in additional
interest being capitalized into the basis of this project.
|
||
(C) |
The
East Lyme interest rate cap of LIBOR at 4.00% expired in July
2007.
|
Reis holds cash and
cash equivalents at various regional and national banking institutions.
Management monitors the institutions that hold our cash and cash
equivalents. Management’s emphasis is primarily on safety of principal.
Management, in its discretion, has diversified Reis’s cash and cash
equivalents among banking institutions to potentially minimize exposure to
any one of these entities. To date, we have experienced no loss or lack of
access to our invested cash or cash equivalents; however, we can provide
no assurances that access to invested cash and cash equivalents will not
be impacted by adverse conditions in the financial markets.
Cash
balances held at banking institutions with which we do business may exceed
the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. While
management monitors the cash balances in these bank accounts, such cash
balances could be impacted if the underlying banks fail or could be
subject to other adverse conditions in the financial
markets.
|
Item 8. | Financial Statements and Supplementary Data. | ||
The response to this Item 8 is included as a separate section of this annual report on Form 10-K starting at page F-1 and is incorporated by reference herein. | |||
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | ||
None. | |||
Item 9A. | Controls and Procedures. | ||
Evaluation
of Disclosure Controls and Procedures
As
of December 31, 2008, the Company carried out an evaluation, under the
supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-15(e) or
Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")). Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer have concluded that our disclosure controls
and procedures as of December 31, 2008 were designed at a reasonable
assurance level and were effective to ensure that information required to
be disclosed by the Company in the reports that the Company files or
submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms, and
to ensure that such information is accumulated and communicated to the
Company's management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
Changes
in Internal Control Over Financial Reporting
We
regularly review our system of internal control over financial reporting
and make changes to our processes and systems to improve controls and
increase efficiency, while ensuring that we maintain an effective internal
control environment. There were no changes in our internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over
financial reporting during the fourth quarter of 2008.
Management's
Report On Internal Control Over Financial Reporting
Management
of the Company is responsible for establishing and maintaining adequate
internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting. Internal
control over financial reporting is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act as a process designed by, or under the
supervision of, the Company’s principal executive and principal financial
officers and effected by the Company’s Board of Directors, management and
other personnel to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with U.S. generally accepted accounting
principles. The Company’s internal control system was designed to provide
reasonable assurance to our management and Board of Directors regarding
the preparation and fair presentation of published financial
statements.
All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation.
The
Company’s management assessed the effectiveness of the Company's internal
control over financial reporting as of December 31, 2008. In making this
assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in “Internal Control -
Integrated Framework.” Based upon this assessment, management
concluded that, as of December 31, 2008, our internal control over
financial reporting is effective in accordance with those
criteria.
|
|||
Item 9B. | Other Information. | ||
None. |
PART III | |||
Item 10. | Directors, Executive Officers and Corporate Governance. | ||
The executive officers and directors of the Company, their ages and their positions are as follows: |
Name | Age | Positions and Offices Held | ||
Jeffrey
H. Lynford
|
61
|
Chairman
of the Board and Director***
|
||
Lloyd
Lynford
|
53
|
Chief
Executive Officer, President and Director***
|
||
Jonathan
Garfield
|
52
|
Executive
Vice President and Director**
|
||
James
J. Burns
|
69
|
Vice
Chairman
|
||
David
M. Strong
|
50
|
Senior
Vice President of Development
|
||
Mark
P. Cantaluppi
|
38
|
Vice
President, Chief Financial Officer
|
||
William
Sander
|
41
|
Chief
Operating Officer, Reis Services
|
||
Bonnie
R. Cohen
|
66
|
Director*
|
||
Douglas
Crocker II
|
68
|
Director*
|
||
Michael
J. Del Giudice
|
66
|
Director**
|
||
Meyer
S. Frucher
|
62
|
Director*
|
||
Edward
Lowenthal
|
64
|
Director**
|
||
M.
Christian Mitchell
|
54
|
Director***
|
||
|
*
|
Term
expires during 2009.
|
||
**
|
Term
expires during 2010.
|
||
***
|
Term
expires during 2011.
|
To the extent responsive to the requirements of this item, the information contained in the following sections of the Company’s definitive proxy statement for the 2009 annual meeting of stockholders is incorporated herein by reference: |
|
▪
|
“Corporate
Governance—Code of Business Conduct and Ethics,” “—Meetings and Committees
of the Board of Directors—Audit Committee” and “—Nominating and Corporate
Governance Committee Procedures”
|
||
▪
|
“Proposal
1 – Election of Directors”
|
|||
▪
|
“Section
16(a) Beneficial Ownership Reporting Compliance”
|
Item 11. | Executive Compensation. | ||
To the extent responsive to the requirements of this item, the information contained in the following sections of the Company’s definitive proxy statement for the 2009 annual meeting of stockholders is incorporated herein by reference: |
|
▪
|
“Corporate
Governance—Compensation Committee Interlocks and Insider Participation”
and “—Compensation of Directors”
|
||
▪
|
“Compensation
Discussion and Analysis”
|
|||
▪
|
“Executive
Compensation”
|
|||
▪
|
“Compensation
Committee Report”
|
Item 12. |
Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters.
|
||
To the extent responsive to the requirements of this item, the information contained in the following sections of the Company’s definitive proxy statement for the 2009 annual meeting of stockholders is incorporated herein by reference: |
|
▪
|
“Stock
Ownership”
|
||
▪
|
“Executive
Compensation—Securities Authorized for Issuance Under Equity Compensation
Plans”
|
Item 13. | Certain Relationships and Related Transactions, and Director Independence. | ||
To the extent responsive to the requirements of this item, the information contained in the following sections of the Company’s definitive proxy statement for the 2009 annual meeting of stockholders is incorporated herein by reference: |
|
▪
|
“Corporate
Governance—Independent Directors” and “—Certain Relationships and Other
Related Transactions”
|
Item 14. | Principal Accountant Fees and Services. | ||
To
the extent responsive to the requirements of this item, the information
contained in the following section of the Company’s definitive proxy
statement for the 2009 annual meeting of stockholders is incorporated
herein by reference:
|
|
▪
|
“Proposal
2—Ratification of the Appointment of the Independent Registered Public
Accounting Firm”
|
PART IV | |||
Item 15. | Exhibits and Financial Statement Schedules. |
|
(a) | (1) |
Financial
Statements
|
Consolidated
Balance Sheets (going concern basis) at December 31, 2008 and
2007
|
||||
Consolidated
Statements of Operations (going concern basis) for the Year Ended December
31, 2008 and for the Period June 1, 2007 to December 31,
2007
|
||||
Consolidated
Statements of Changes in Net Assets in Liquidation (liquidation basis) for
the Period January 1, 2007 to May 31, 2007 and for the Year
Ended December 31, 2006
|
||||
Consolidated
Statements of Changes in Stockholders’ Equity (going concern basis) for
the Year Ended December 31, 2008 and for the Period June 1, 2007 to
December 31, 2007
|
||||
Consolidated
Statements of Cash Flows for the Year Ended December 31, 2008 (going
concern basis), for the Period June 1, 2007 to December 31, 2007 (going
concern basis), for the Period January 1, 2007 to May 31, 2007
(liquidation basis) and for the Year Ended December 31, 2006
(liquidation basis)
|
||||
Notes
to Consolidated Financial Statements
|
|
(a) | (2) |
Financial
Statements Schedules
|
All schedules have been omitted because the required information for such schedules is not present, is not present in amounts sufficient to require submission of the schedule or because the required information is included in the consolidated financial statements. |
|
(a) | (3) |
Exhibits
|
Exhibit No.
|
Description
|
|||
2.1
|
Wellsford
Real Properties, Inc. Plan of Liquidation (terminated as of May 31, 2007)
(incorporated by reference to Appendix A to the Company’s Definitive Proxy
Statement on Schedule 14A filed on October 11, 2005)
|
|||
2.2
|
Agreement
and Plan of Merger by and among Wellsford, Reis Services, LLC and Reis,
Inc. dated as of October 11, 2006 (incorporated by reference to Exhibit
2.1 to the Company’s Current Report on Form 8-K filed on October 11,
2006)
|
|||
2.3
|
Amendment
No. 1, dated as of March 30, 2007, to the Merger Agreement dated as of
October 11, 2006, by and among Reis, Inc., Wellsford and Reis Services,
LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed on April 3, 2007)
|
|||
3.1
|
Articles
of Amendment and Restatement of Wellsford filed on May 30, 1997
(incorporated by reference to Exhibit 3.1 to the Company’s Registration
Statement on Form S-11 (File No. 333-32445) filed on July 30,
1997)
|
|||
3.2
|
Articles
Supplementary of Wellsford (incorporated by reference to Exhibit 3.1 to
the Company’s Current Report on Form 8-K filed on December 21,
2006)
|
|||
3.3
|
Articles
of Amendment of Wellsford (changing the Company’s name to “Reis, Inc.”)
(incorporated by reference to Exhibit 3.1 to the Company’s Current Report
on Form 8-K filed on June 4, 2007)
|
|||
3.4
|
Articles
Supplementary of Reis, Inc. (incorporated by reference to Exhibit 3.2 to
the Company’s Current Report on Form 8-K filed on June 30,
2008)
|
|||
3.5
|
Amended
and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the
Company’s Current Report on Form 8-K
filed on June 30, 2008)
|
|||
4.1
|
The
rights of the Company’s equity security holders are defined in Articles V
and VI of Exhibit 3.1 above.
|
|||
4.2
|
Specimen
certificate for Common Stock (incorporated by reference to Exhibit 4.1 to
the Company’s Registration Statement on Form 8-A filed on November 29,
2007)
|
|||
4.3
|
Registration
Rights Agreement dated as of May 30, 2007 among Wellsford, Lloyd Lynford
and Jonathan Garfield (incorporated by reference to Exhibit 3 to the
Schedule 13D filed by Jonathan Garfield with respect to the Company on
June 8, 2007)
|
|||
10.1
|
Credit
Agreement, dated as of October 11, 2006, among Reis, Inc. (a Delaware
corporation), as Borrower, the Lenders listed therein, as Lenders, Bank of
Montreal, Chicago Branch, as Administrative Agent, and BMO Capital
Markets, as Lead Arranger (incorporated by reference to Exhibit 10.34 to
Amendment No. 1 to the Company’s Registration Statement on Form S-4 (File
No. 333-139705) filed on March 9, 2007)
|
10.2
|
Commercial
Revolving and Construction Loan Agreement, dated as of December 23, 2004,
between East Lyme Housing Ventures, LLC and Wachovia Bank, National
Association (incorporated by reference to Exhibit 10.56 to the Company’s
Annual Report on Form 10-K for the year ended December 31,
2004)
|
|||
10.
3
|
Promissory
Note dated as of December 23, 2004, between East Lyme Housing Ventures,
LLC and Wachovia Bank, National Association (incorporated by reference to
Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2004)
|
|||
10.4
|
Unconditional
Guaranty dated as of December 23, 2004, by and among Wellsford, East Lyme
Housing Ventures, LLC and Wachovia Bank, National Association
(incorporated by reference to Exhibit 10.58 to the Company’s Annual Report
on Form 10-K for the year ended December 31, 2004)
|
|||
10.5
|
Revolving
Promissory Note dated as of December 23, 2004 between East Lyme Housing
Ventures, LLC and Wachovia Bank, National Association (incorporated by
reference to Exhibit 10.59 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2004)
|
|||
10.6
|
Second
Modification of Notes, Loan Agreement, Open-End Mortgage and Security
Agreement, Assignment of Leases and Rents and Other Loan Documents, dated
as of April 28, 2008, between East Lyme Housing Ventures, LLC and Wachovia
Bank, National Association (incorporated by reference to Exhibit 99.1 to
the Company’s Current Report on Form 8-K filed on May 1,
2008)
|
|||
10.7
|
Amendment
to Conditional Guaranty and Consent of Guarantor, dated as of April 28,
2008, between Reis, Inc. and Wachovia Bank, National Association
(incorporated by reference to Exhibit 99.2 to the Company’s Current Report
on Form 8-K filed on May 1, 2008)
|
|||
10.8
|
Escrow
Agreement among Wellsford, Lloyd Lynford, Jonathan Garfield and The Bank
of New York, dated as of May 30, 2007 (incorporated by reference to
Exhibit 9.1 to Exhibit 2.2 above)
|
|||
10.9
|
Amended
and Restated Wellsford Real Properties, Inc. 1998 Management Incentive
Plan (incorporated by reference to Exhibit 10.2 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2006)
*
|
|||
10.10
|
Amendment
to Amended and Restated Wellsford Real Properties, Inc. 1998 Management
Incentive Plan (incorporated by reference to page F-13 of Annex F to the
Company’s proxy statement/prospectus (File No. 333-139705) filed on May 2,
2007) *
|
|||
10.11
|
Reis,
Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Annex A to
the Company’s proxy statement filed on April 25, 2008) *
|
|||
10.12
|
Reis,
Inc. 2008 Annual Incentive Compensation Plan (incorporated by reference to
Annex B to the Company’s proxy statement filed on April 25, 2008)
*
|
|||
10.13
|
Third
Amended and Restated Employment Agreement, dated as of May 17, 2007, among
Wellsford, Reis Services, LLC and Jeffrey H. Lynford (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on May 18, 2007) *
|
|||
10.14
|
Employment
Agreement, dated as of October 11, 2006, among Wellsford, Reis Services,
LLC, and Lloyd Lynford (incorporated by reference to Exhibit 10.32 to the
Company’s Registration Statement on Form S-4 (File No. 333-139705) filed
on December 28, 2006) *
|
|||
10.15
|
First
Amendment to Employment Agreement, dated as of May 17, 2007, among
Wellsford, Reis Services, LLC and Lloyd Lynford (incorporated by reference
to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May
18, 2007) *
|
|||
10.16
|
Employment
Agreement, dated as of October 11, 2006, among Wellsford, Reis Services,
LLC, and Jonathan Garfield (incorporated by reference to Exhibit 10.33 to
the Company’s Registration Statement on Form S-4 (File No. 333-139705)
filed on December 28, 2006) *
|
|||
10.17
|
First
Amendment to Employment Agreement, dated as of May 17, 2007, among
Wellsford, Reis Services, LLC and Jonathan Garfield (incorporated by
reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K
filed on May 18, 2007) *
|
|||
10.18
|
Employment
Agreement, dated as of May 17, 2007, between Wellsford and Mark P.
Cantaluppi (incorporated by reference to Exhibit 10.2 to the Company’s
Current Report on Form 8-K filed on May 18, 2007) *
|
|||
10.19
|
Third
Amended and Restated Employment Agreement, dated as of October 19, 2004,
between Wellsford and David M. Strong (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October
22, 2004) *
|
|||
10.20
|
Amendment
to Third Amended and Restated Employment Agreement, dated as of March 8,
2006, between Wellsford and David M. Strong (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March
13, 2006) *
|
10.21
|
Letter
Agreement dated January 12, 2009, between the Company and David M. Strong
(incorporated by reference to Exhibit 99.1 to the Company’s Current Report
on Form 8-K filed on January 13, 2009) *
|
|||
10.22
|
Employment
Agreement, dated as of April 23, 2007, between Reis Services, LLC and
William Sander (incorporated by reference to Exhibit 10.33 to the
Company’s Amended Annual Report on Form 10-K/A for the year ended December
31, 2006) *
|
|||
14.1
|
Reis,
Inc. Code of Business Conduct and Ethics for Directors, Senior Financial
Officers, Other Officers and All Other Employees (incorporated by
reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2007)
|
|||
21.1
|
Subsidiaries
of the Registrant
|
|||
23.1
|
Consent
of Ernst & Young LLP
|
|||
31.1
|
Chief
Executive Officer Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|||
31.2
|
Chief
Financial Officer Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|||
32.1
|
Chief
Executive Officer and Chief Financial Officer Certifications pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
* |
This
document is either a management contract or compensatory
plan.
|
(b)
|
Those
exhibits listed in Item 15(a)(3) above and not indicated as “incorporated
by reference” are filed as exhibits to this
Form 10-K.
|
||||
(c)
|
Not
applicable.
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
REIS, INC. | ||||||
By:
|
/s/ Mark P. Cantaluppi | |||||
Mark
P. Cantaluppi
Vice
President, Chief Financial Officer
|
||||||
Dated: March 10, 2009 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. |
Name
|
Title
|
Date
|
||||
/s/ Jeffrey H.
Lynford
|
Chairman
of the Board and Director
|
March 10,
2009
|
||||
Jeffrey
H. Lynford
|
||||||
/s/ Lloyd
Lynford
|
Chief
Executive Officer, President and Director
|
March 10,
2009
|
||||
Lloyd Lynford | (Principal Executive Officer) | |||||
/s/ Jonathan
Garfield
|
Executive
Vice President and Director
|
March 10,
2009
|
||||
Jonathan Garfield | ||||||
/s/ Mark P.
Cantaluppi
|
Vice
President, Chief Financial Officer
|
March 10,
2009
|
||||
Mark
P. Cantaluppi
|
(Principal
Financial and Accounting Officer)
|
|||||
/s/ Bonnie R. Cohen | Director |
March 10,
2009
|
||||
Bonnie
R. Cohen
|
|
|
||||
/s/ Douglas Crocker
II
|
Director
|
March 10,
2009
|
||||
Douglas
Crocker II
|
||||||
/s/ Michael J. Del
Giudice
|
Director
|
March 10,
2009
|
||||
Michael
J. Del Giudice
|
||||||
/s/ Meyer S.
Frucher
|
Director
|
March 10,
2009
|
||||
Meyer
S. Frucher
|
||||||
/s/ Edward
Lowenthal
|
Director
|
March 10,
2009
|
||||
Edward Lowenthal | ||||||
/s/ M. Christian
Mitchell
|
Director
|
March 10,
2009
|
||||
M.
Christian Mitchell
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
||||
Consolidated
Balance Sheets (going concern basis) at December 31, 2008 and
2007
|
F-3
|
||||
Consolidated
Statements of Operations (going concern basis) for the Year
Ended December 31, 2008 and for the Period June 1, 2007 to
December 31, 2007
|
F-4
|
||||
Consolidated
Statements of Changes in Net Assets in Liquidation (liquidation basis) for
the Period January 1, 2007 to May 31, 2007 and for the Year Ended
December 31, 2006
|
F-5
|
||||
Consolidated
Statements of Changes in Stockholders’ Equity (going concern basis) for
the Year Ended December 31, 2008 and for the Period June 1, 2007 to
December 31, 2007
|
F-6
|
||||
Consolidated
Statements of Cash Flows for the Year Ended December 31, 2008 (going
concern basis), for the Period June 1, 2007 to December 31, 2007 (going
concern basis), for the Period January 1, 2007 to May 31, 2007
(liquidation basis) and for the Year Ended December 31, 2006
(liquidation basis)
|
F-7
|
||||
Notes
to Consolidated Financial Statements
|
F-9
|
||||
FINANCIAL
STATEMENT SCHEDULES
|
All schedules have been omitted because the required information for such schedules is not present, is not present in amounts sufficient to require submission of the schedule or because the required information is included in the consolidated financial statements. |
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Board of Directors and Stockholders of Reis, Inc.
We
have audited the accompanying consolidated balance sheets (going concern
basis) of Reis, Inc. (the “Company”) as of December 31, 2008 and 2007, and
the related consolidated statements of operations, changes in
stockholders’ equity and cash flows (going concern basis) for the year
ended December 31, 2008 and for the period from June 1, 2007 to December
31, 2007. We have also audited the consolidated statements of changes in
net assets in liquidation and cash flows (liquidation basis) for the
period from January 1, 2007 to May 31, 2007 and the year ended December
31, 2006. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. We were not engaged to perform an audit of the
Company’s internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial
reporting. Accordingly we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
As
described in Note 1 to the consolidated financial statements, the
stockholders of the Company approved a plan of liquidation on November 17,
2005 and the Company commenced liquidation shortly
thereafter. As a result, the Company changed its basis of
accounting for periods subsequent to November 17, 2005 from the going
concern basis to a liquidation basis. The plan of liquidation
of the Company was terminated effective May 31, 2007, at which time the
Company returned to the going concern basis of accounting.
In
our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position (going concern
basis) of the Company at December 31, 2008 and 2007, and the consolidated
results of its operations and its cash flows (going concern basis) for the
year ended December 31, 2008 and for the period from June 1, 2007 to
December 31, 2007 and the changes in consolidated net assets in
liquidation and cash flows (liquidation basis) for the period from January
1, 2007 to May 31, 2007 and the year ended December 31, 2006, in
conformity with U.S. generally accepted accounting principles applied on
the bases described in the preceding paragraph.
|
|||
Chicago,
Illinois
March
10, 2009
|
/s/
Ernst & Young LLP
|
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 |
For
the
Year
Ended
December
31,
2008
|
For
the Period
June 1,
2007 to
December
31,
2007
|
|||||||||
Revenue:
|
||||||||||
Subscription
revenue
|
$ | 25,851,168 | $ | 14,615,126 | ||||||
Revenue
from sales of residential units
|
21,769,898 | 21,751,781 | ||||||||
Total revenue
|
47,621,066 | 36,366,907 | ||||||||
Cost
of sales:
|
||||||||||
Cost
of sales of subscription revenue
|
5,474,273 | 2,920,286 | ||||||||
Cost
of sales of residential units
|
18,253,496 | 18,651,033 | ||||||||
Impairment
loss on real estate assets
|
9,708,000 | 3,148,932 | ||||||||
Total cost of
sales
|
33,435,769 | 24,720,251 | ||||||||
Gross
profit
|
14,185,297 | 11,646,656 | ||||||||
Operating
expenses:
|
||||||||||
Sales
and marketing
|
5,139,526 | 3,349,804 | ||||||||
Product
development
|
1,907,518 | 971,058 | ||||||||
Property
operating expenses
|
1,167,642 | 746,122 | ||||||||
General
and administrative expenses, inclusive of reductions attributable to stock
based liability amounts of $(415,728) and $(1,847,391),
respectively
|
13,963,397 | 8,180,348 | ||||||||
Total
operating expenses
|
22,178,083 | 13,247,332 | ||||||||
Other
income (expenses):
|
||||||||||
Interest
and other income
|
586,760 | 705,848 | ||||||||
Interest
expense
|
(1,182,355 | ) | (1,003,144 | ) | ||||||
Loss
on redemption transaction
|
— | (54,427 | ) | |||||||
Minority
interest (expense) benefit
|
— | (76,777 | ) | |||||||
Total
other income (expenses)
|
(595,595 | ) | (428,500 | ) | ||||||
(Loss)
before income taxes
|
(8,588,381 | ) | (2,029,176 | ) | ||||||
Income
tax (benefit)
|
(1,108,000 | ) | (739,000 | ) | ||||||
Net
(loss)
|
$ | (7,480,381 | ) | $ | (1,290,176 | ) | ||||
Net
(loss) per common share:
|
||||||||||
Basic
|
$ | (0.68 | ) | $ | (0.12 | ) | ||||
Diluted
|
$ | (0.71 | ) | $ | (0.28 | ) | ||||
Weighted
average number of common shares outstanding:
|
||||||||||
Basic
|
10,984,963 | 10,983,526 | ||||||||
Diluted
|
11,131,620 | 11,197,146 |
For
the Period
January
1, 2007 to
May
31, 2007
|
For
the
Year
Ended
December
31, 2006
|
|||||||||
Net
assets in liquidation – beginning of period
|
$ | 57,595,561 | $ | 56,569,414 | ||||||
Operating
income
|
767,534 | 1,767,467 | ||||||||
Exercise
of stock options
|
— | 1,008,035 | ||||||||
Changes
in net real estate assets under development, net of minority interest and
estimated income taxes
|
(1,804,889 | ) | 1,551,640 | |||||||
Provision
for option cancellation reserve
|
— | (4,226,938 | ) | |||||||
Change
in option cancellation reserve
|
(4,635,589 | ) | 925,943 | |||||||
Distributions
to stockholders
|
— | — | ||||||||
Increase
(decrease) in net assets in liquidation
|
(5,672,944 | ) | 1,026,147 | |||||||
Net
assets in liquidation – end of period
|
51,922,617 | $ | 57,595,561 | |||||||
Adjustments
relating to the change from the liquidation basis of accounting to the
going concern basis of accounting:
|
||||||||||
Adjustment
of real estate investments, investment in Private Reis and other assets
from net realizable value to lower of historical cost or market
value
|
(17,764,502 | ) | ||||||||
Reversal
of previously accrued liquidation costs, net of accrued
liabilities
|
14,667,431 | |||||||||
Stockholders’
equity – May 31, 2007 (going concern basis) (simultaneous to
Merger)
|
$ | 48,825,546 |
Retained
|
Total
|
|||||||||||||||||||||
Common Shares |
Paid
in
|
Earnings
|
Stockholders’
|
|||||||||||||||||||
Shares
|
Amount
|
Capital
|
(Deficit)
|
Equity
|
||||||||||||||||||
Balance,
June 1, 2007 (simultaneous to Merger)
|
6,695,246 | $ | 133,905 | $ | 66,857,898 | $ | (18,166,257 | ) | $ | 48,825,546 | ||||||||||||
Stock
issuance for Merger consideration, net
|
4,077,201 | 81,544 | 28,697,109 | — | 28,778,653 | |||||||||||||||||
Options
exercised
|
212,070 | 4,241 | 2,258,546 | — | 2,262,787 | |||||||||||||||||
Stock
based compensation
|
— | — | 1,122,531 | — | 1,122,531 | |||||||||||||||||
Net
(loss) for the period June 1, 2007 to December 31, 2007
|
— | — | — | (1,290,176 | ) | (1,290,176 | ) | |||||||||||||||
Balance,
December 31, 2007
|
10,984,517 | 219,690 | 98,936,084 | (19,456,433 | ) | 79,699,341 | ||||||||||||||||
Shares
issued for settlement of vested director restricted stock
units
|
6,506 | 130 | (130 | ) | — | — | ||||||||||||||||
Stock
based compensation
|
— | — | 1,457,094 | — | 1,457,094 | |||||||||||||||||
Stock
repurchases
|
(2,400 | ) | (48 | ) | (8,746 | ) | — | (8,794 | ) | |||||||||||||
Net
(loss)
|
— | — | — | (7,480,381 | ) | (7,480,381 | ) | |||||||||||||||
Balance,
December 31, 2008
|
10,988,623 | $ | 219,772 | $ | 100,384,302 | $ | (26,936,814 | ) | $ | 73,667,260 |
For
the
Year
Ended
December
31, 2008
|
2007
|
For
the
Year
Ended
December 31, 2006 |
||||||||||||||||
June
1 to
December 31 |
January
1 to
May 31
|
|||||||||||||||||
Going
Concern Basis
|
Going
Concern Basis
|
Liquidation
Basis
|
Liquidation
Basis
|
|||||||||||||||
cash
flows from operating activities:
|
||||||||||||||||||
Change
in net assets in liquidation from:
|
||||||||||||||||||
Interest
and other income and expense, net
|
$ | 767,534 | $ | 1,767,467 | ||||||||||||||
Operating
activities of real estate assets under development, net
|
(2,086,720 | ) | 1,551,640 | |||||||||||||||
(1,319,186 | ) | 3,319,107 | ||||||||||||||||
Net
(loss) for (periods subsequent to liquidation accounting)
|
$ | (7,480,381 | ) | $ | (1,290,176 | ) | — | — | ||||||||||
Adjustments
to reconcile to net cash provided by (used in) operating
activities:
|
||||||||||||||||||
Loss
on redemption of joint venture interest
|
— | 54,427 | — | — | ||||||||||||||
Deferred
tax benefit
|
(1,247,000 | ) | (785,000 | ) | — | — | ||||||||||||
Impairment
loss on real estate assets
|
9,708,000 | 3,148,932 | — | — | ||||||||||||||
Depreciation
|
699,077 | 429,548 | — | — | ||||||||||||||
Amortization
of intangible assets
|
4,014,353 | 1,967,608 | — | — | ||||||||||||||
Change
in fair value of interest rate cap
|
19,352 | 89,689 | — | — | ||||||||||||||
Stock
based compensation charges
|
1,457,094 | 1,122,531 | — | — | ||||||||||||||
Undistributed
minority interest
|
— | 76,777 | 363,427 | 54,530 | ||||||||||||||
Changes
in assets and liabilities:
|
||||||||||||||||||
Restricted
cash and investments
|
582,320 | 193,525 | (692,030 | ) | 1,295,617 | |||||||||||||
Real
estate assets
|
12,471,301 | 4,048,151 | 3,833,599 | 2,745,288 | ||||||||||||||
Receivables,
prepaid and other assets
|
2,148,120 | (3,665,724 | ) | 1,082,090 | (1,146,401 | ) | ||||||||||||
Accrued
expenses and other liabilities
|
(2,903,232 | ) | 1,577,360 | (553,153 | ) | (1,458,897 | ) | |||||||||||
Reserve
for estimated costs during the liquidation period
|
— | — | (3,634,454 | ) | (5,755,194 | ) | ||||||||||||
Reserve
for option liability
|
(415,728 | ) | (1,847,391 | ) | — | — | ||||||||||||
Deferred
revenue
|
(1,141,117 | ) | 2,749,949 | — | — | |||||||||||||
Construction
payables
|
(2,635,243 | ) | (1,242,881 | ) | 1,047,275 | (1,652,273 | ) | |||||||||||
Net
cash provided by (used in) operating activities
|
15,276,916 | 6,627,325 | 127,568 | (2,598,223 | ) | |||||||||||||
cash flows from
investing activities:
|
||||||||||||||||||
Web
site and database development costs
|
(1,823,018 | ) | (1,022,488 | ) | — | — | ||||||||||||
Furniture,
fixtures and equipment additions
|
(201,262 | ) | (77,711 | ) | — | — | ||||||||||||
Proceeds
from sale of furniture, fixtures and equipment
|
21,800 | — | — | — | ||||||||||||||
Investments
in other real estate assets
|
(2,544,971 | ) | (1,137,498 | ) | — | — | ||||||||||||
Return
of capital from investments in joint ventures
|
229,091 | — | 120,000 | — | ||||||||||||||
Cash
portion of Reis Merger consideration, net of cash acquired
|
— | (6,526,981 | ) | — | — | |||||||||||||
Merger
costs
|
— | (1,930,786 | ) | (728,167 | ) | (2,022,904 | ) | |||||||||||
Purchase
of minority owner’s interest in subsidiary
|
— | (1,200,000 | ) | — | — | |||||||||||||
Proceeds
from sale of real estate
|
— | — | — | 1,296,883 | ||||||||||||||
Net
cash (used in) investing activities
|
(4,318,360 | ) | (11,895,464 | ) | (608,167 | ) | (726,021 | ) |
For
the
Year
Ended
December 31, 2008 |
2007
|
For
the
Year
Ended
December 31, 2006 |
||||||||||||||||
June
1 to
December 31 |
January
1 to
May 31 |
|||||||||||||||||
Going
Concern Basis
|
Going
Concern Basis
|
Liquidation
Basis
|
Liquidation
Basis
|
|||||||||||||||
cash
flows from financing activities:
|
||||||||||||||||||
Borrowings
from construction loans payable
|
5,169,470 | 11,277,576 | 6,441,798 | 29,342,766 | ||||||||||||||
Repayments
of construction loans payable
|
(13,474,917 | ) | (15,739,272 | ) | (8,726,783 | ) | (28,463,649 | ) | ||||||||||
Repayment
of Bank Loan
|
(1,500,000 | ) | (750,000 | ) | — | — | ||||||||||||
Repayments
on capitalized equipment leases and other debt
|
(175,609 | ) | (107,470 | ) | — | — | ||||||||||||
Purchase
of interest rate cap
|
— | (109,000 | ) | — | — | |||||||||||||
Exercise
of stock options
|
— | — | 281,831 | 1,008,035 | ||||||||||||||
Payments
for option cancellations
|
(55,476 | ) | (2,631,785 | ) | — | (667,587 | ) | |||||||||||
Stock
repurchases
|
(8,794 | ) | — | — | — | |||||||||||||
Minority
interest investment
|
— | — | — | 175,176 | ||||||||||||||
Distributions to
minority interest
|
— | — | — | (47,250 | ) | |||||||||||||
Net cash
(used in) provided by financing activities
|
(10,045,326 | ) | (8,059,951 | ) | (2,003,154 | ) | 1,347,491 | |||||||||||
Net increase (decrease) in cash and cash equivalents
|
913,230 | (13,328,090 | ) | (2,483,753 | ) | (1,976,753 | ) | |||||||||||
Cash
and cash equivalents, beginning of period
|
23,238,490 | 36,566,580 | 39,050,333 | 41,027,086 | ||||||||||||||
Cash
and cash equivalents, end of period
|
$ | 24,151,720 | $ | 23,238,490 | $ | 36,566,580 | $ | 39,050,333 | ||||||||||
supplemental
information:
|
||||||||||||||||||
Cash
paid during the period for interest, excluding interest funded by
construction loans
|
$ | 1,746,270 | $ | 1,409,467 | $ | 118,715 | $ | — | ||||||||||
Cash
paid during the period for income taxes, net of refunds (tax refunds in
excess of income taxes paid)
|
$ | 97,864 | $ | 2,656 | $ | 185,075 | $ | (63,349 | ) | |||||||||
supplemental
schedule of non-cash investing and financing activities:
|
||||||||||||||||||
Shares
issued for settlement of vested director restricted stock
units
|
$ | 130 | ||||||||||||||||
Reclassification
of other real estate assets to current real estate assets at December 31,
2008
|
$ | 3,438,175 | ||||||||||||||||
Release
of shares held in deferred compensation plan
|
$ | 5,181,985 | ||||||||||||||||
Provision
for option cancellation liability
|
$ | 4,226,938 | ||||||||||||||||
Increase
in option cancellation liability
|
$ | 4,635,589 | $ | 925,943 | ||||||||||||||
Net
transfer of deferred compensation assets and related
liability
|
$ | 14,720,730 | ||||||||||||||||
Accrual
for unpaid merger costs
|
$ | 1,075,563 | $ | 654,860 | ||||||||||||||
Issuance
of common stock for merger consideration, net (see Note 1 for assets
acquired and liabilities assumed in the Merger)
|
$ | 28,778,653 | ||||||||||||||||
Exercise
of stock options through the receipt of tendered shares
|
$ | 2,262,787 | ||||||||||||||||
Redemption
of partner’s interest in real estate:
|
||||||||||||||||||
Residential
units available for sale
|
$ | (634,258 | ) | |||||||||||||||
Minority
interest
|
$ | 553,062 | ||||||||||||||||
Accrued
expenses and other liabilities
|
$ | 26,769 |
1. | Organization, Business, Merger and Terminated Plan of Liquidation | ||
Organization and
Business
|
|||
Reis, Inc., the
“Company” or “Reis” (formerly Wellsford Real Properties, Inc.
(“Wellsford”)), is a Maryland corporation. The name change from Wellsford
to Reis occurred in June 2007 after the completion of the May 2007 merger
(which event we refer to as the “Merger”) of the privately held company,
Reis, Inc. (“Private Reis”) with and into Reis Services, LLC (“Reis
Services”), a wholly-owned subsidiary of Wellsford.
|
|||
Reis
Services’s Historic Business
|
|||
The Company’s
primary business is providing commercial real estate market information
and analytical tools for its customers. For disclosure and
financial reporting purposes, this business is referred to as the Reis
Services segment.
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 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 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.
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.
|
|||
Wellsford’s
Historic Business
|
|||
The
Company was originally formed on January 8, 1997. Prior to
the adoption of the Company’s Plan of Liquidation, which we refer to as
the Plan (see below), the Company was 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.
See
Note 3 for additional information regarding the Company’s operating
activities by segment.
|
Organization,
Business, Merger and Terminated Plan of Liquidation
(continued)
|
|||
Merger with Private
Reis
On
October 11, 2006, the Company announced that it and Reis Services
entered into a definitive merger agreement with Private Reis to acquire
Private Reis and that the Merger was approved by the independent members
of the Company’s board of directors, which we refer to as the Board. The
Merger was approved by the stockholders of both the Company and Private
Reis on May 30, 2007 and was completed later that day. The previously
announced Plan of the Company was terminated as a result of the Merger and
the Company returned to the going concern basis of accounting from the
liquidation basis of accounting. For accounting purposes, the Merger was
deemed to have occurred at the close of business on May 31, 2007 and
the statements of operations include the operations of Reis Services,
effective June 1, 2007.
The
Merger agreement provided for half of the aggregate consideration to be
paid in Company stock and the remaining half to be paid in cash to Private
Reis stockholders, except Wellsford Capital, the Company’s subsidiary
which owned a 23% converted preferred interest and which received only
Company stock. The Company issued 4,237,074 shares of common stock to
Private Reis stockholders, other than Wellsford Capital, used $25,000,000
of the cash consideration (which was funded by a $27,000,000 bank loan
facility (the “Bank Loan”), the commitment for which was obtained by
Private Reis in October 2006 and was drawn upon immediately prior to the
Merger), and paid approximately $9,573,000, which the Company provided.
The per share value of the Company’s common stock, for purposes of the
exchange of stock interests in the Merger, had been previously established
at $8.16 per common share.
The
Company’s acquisition costs, excluding assumed liabilities, are summarized
as follows:
|
Value
of shares of Company stock
|
$ | 30,083,225 | ||||
Cash
paid for Private Reis shares
|
9,573,452 | |||||
Capitalized
merger costs
|
5,386,717 | |||||
Historical
cost of Company’s 23% interest in Private Reis
|
6,790,978 | |||||
Total
before officer loan settlement
|
51,834,372 | |||||
Officer
loan settlement (see below)
|
(1,304,572 | ) | ||||
Total
|
$ | 50,529,800 |
The
value of the Company’s stock for purposes of recording the acquisition was
based upon the average closing price of the Company’s stock for a short
period near the date that the merger agreement was executed of $7.10 per
common share, as provided for under the existing accounting
literature.
As
the Company was the acquirer for accounting purposes, the acquisition was
accounted for as a purchase by the Company. Accordingly, the acquisition
price of the remainder of Private Reis acquired in this transaction,
combined with the historical cost basis of the Company’s historical
investment in Private Reis, has been allocated to the tangible and
intangible assets acquired and liabilities assumed based on respective
fair values.
|
Organization,
Business, Merger and Terminated Plan of Liquidation
(continued)
The
following summarizes management’s allocation of the fair value of the
assets acquired and liabilities assumed at the date of the acquisition
(May 31, 2007) after the settlement of the officer loans. The
Company finalized the preliminary purchase price allocation in December
2007, which primarily resulted in an increase to the customer
relationships intangible asset and a decrease in goodwill compared to the
Company’s preliminary estimates. These adjustments are within the
permitted time period for completing such an assessment under the existing
accounting rules.
|
Current
assets:
|
||||||
Cash
and cash equivalents
|
$ | 3,046,471 | ||||
Accounts
receivable and other current assets
|
3,691,777 | |||||
Total
current assets
|
6,738,248 | |||||
Non-current
assets:
|
||||||
Furniture,
fixtures and equipment
|
2,203,803 | |||||
Leasehold
value
|
2,800,000 | |||||
Database
|
7,693,006 | |||||
Web
site
|
1,705,144 | |||||
Customer
relationships
|
14,100,000 | |||||
Goodwill
|
54,824,648 | |||||
Other
assets
|
665,803 | |||||
Total
assets
|
90,730,652 | |||||
Current
liabilities:
|
||||||
Accounts
payable and accrued expenses
|
1,897,582 | |||||
Current
portion of long term debt
|
1,304,061 | |||||
Deferred
revenue
|
10,512,165 | |||||
Total
current liabilities
|
13,713,808 | |||||
Long
term debt:
|
||||||
Bank
Loan payable
|
23,875,000 | |||||
Other
long term debt obligations
|
506,644 | |||||
Deferred
income taxes, net
|
2,105,400 | |||||
Total
liabilities
|
40,200,852 | |||||
Net
acquisition cost
|
$ | 50,529,800 |
Organization,
Business, Merger and Terminated Plan of Liquidation
(continued)
The
following unaudited pro forma combined and condensed statements of
operations are presented as if the Merger had been consummated, the
proceeds from the Bank Loan had been received, and the Plan had been
terminated as of January 1, 2006. The pro forma combined statements
of operations are unaudited and are not necessarily indicative of what the
actual financial results would have been had (1) the Merger been
consummated, (2) the proceeds from the Bank Loan been received and (3) the
Plan terminated as of January 1, 2006, nor does it purport to
represent the future results of operations.
|
Unaudited
Pro Forma
For
the Year Ended
December
31, 2007
|
||||||
Revenue:
|
||||||
Subscription
revenue
|
$ | 23,667,637 | ||||
Revenue
from sales of residential
units
|
34,222,743 | |||||
Total
revenue
|
57,890,380 | |||||
Cost
of sales:
|
||||||
Cost
of sales of subscription
revenue
|
5,108,134 | |||||
Cost
of sales of residential
units
|
29,545,922 | |||||
Impairment
loss on real estate assets under
development
|
5,889,316 | |||||
Total
cost of
sales
|
40,543,372 | |||||
Gross
profit
|
17,347,008 | |||||
Operating
expenses:
|
||||||
Sales
and
marketing
|
5,984,229 | |||||
Product
development
|
1,715,271 | |||||
Property
operating
expenses
|
1,082,102 | |||||
General
and administrative
expenses
|
20,357,816 | |||||
Total
operating
expenses
|
29,139,418 | |||||
Total
other income (expenses)
|
(1,503,339 | ) | ||||
(Loss)
before income taxes and discontinued operations
|
(13,295,749 | ) | ||||
Income
tax benefit
|
(1,142,000 | ) | ||||
Net
(loss)
|
$ | (12,153,749 | ) | |||
Per
share amounts, basic and diluted:
|
||||||
Net
(loss)
|
$ | (1.12 | ) | |||
Weighted
average number of common shares outstanding:
|
||||||
Basic
and
diluted
|
10,880,122 |
Plan of Liquidation
and Return to Going Concern Accounting
On
May 19, 2005, the Board approved the Plan, and on November 17,
2005, the Company’s stockholders ratified the Plan. The Plan contemplated
the orderly sale of each of the Company’s remaining assets, which were
either owned directly or through the Company’s joint ventures, the
collection of all outstanding loans from third parties, the orderly
disposition or completion of construction of development properties, the
discharge of all outstanding liabilities to third parties and, after the
establishment of appropriate reserves, the distribution of all remaining
cash to stockholders. The Plan also permitted the Board to acquire
additional Private Reis shares and/or discontinue the Plan without further
stockholder approval. Upon consummation of the Merger, the Plan was
terminated.
As
required by Generally Accepted Accounting Principles, or GAAP, the Company
adopted the liquidation basis of accounting as of the close of business on
November 17, 2005. Under the liquidation basis of accounting, assets
were stated at their estimated net realizable value and liabilities were
stated at their estimated settlement amounts, which estimates were
periodically reviewed and adjusted as appropriate. The reported
amounts for net assets in liquidation presented development projects at
estimated net realizable values giving effect to the present value
discounting of estimated net proceeds therefrom. All other assets were
presented at estimated net realizable value on an undiscounted basis. The
amount also included reserves for future estimated general and
administrative expenses and other costs and for cash settlements on
outstanding stock options during the liquidation.
The
Company returned to the going concern basis of accounting effective upon
completion of the Merger on May 31, 2007.
|
2. | Summary of Significant Accounting Policies | ||
Basis of
Presentation
Principles
of Consolidation
The
accompanying consolidated financial statements include the accounts of the
Company and its majority-owned and controlled subsidiaries. Investments in
entities where the Company does not have a controlling interest were
accounted for under the equity method of accounting. These investments
were initially recorded at cost and were subsequently adjusted for the
Company’s proportionate share of the investment’s income (loss) and
additional contributions or distributions preceding and then subsequent to
the dates of reporting under the liquidation basis of accounting.
Investments in entities where the Company does not have the ability to
exercise significant influence are accounted for under the cost method.
All significant inter-company accounts and transactions among the Company
and its subsidiaries have been eliminated in consolidation.
Variable
Interests
During
2003, the Financial Accounting Standards Board (“FASB”) issued
Interpretation No. 46R, “Consolidation of Variable
Interest Entities” (“FIN 46R”). The Company evaluates its
investments and subsidiaries to determine if an entity is a voting
interest entity or a variable interest entity (“VIE”) under the provisions
of FIN 46R. An entity is a VIE when (1) the equity investment at
risk is not sufficient to permit the entity from financing its activities
without additional subordinated financial support from other parties or
(2) equity holders either (a) lack direct or indirect ability to
make decisions about the entity, (b) are not obligated to absorb
expected losses of the entity or (c) do not have the right to receive
expected residual returns of the entity if they occur. If an entity or
investment is deemed to be a VIE, an enterprise that absorbs a majority of
the expected losses of the VIE or receives a majority of the residual
returns is considered the primary beneficiary and must consolidate the
VIE. The Company had an investment in one VIE, which was
consolidated at December 31, 2008 and 2007 and for the years ended
December 31, 2008 and 2007. A second VIE was consolidated until
November 2007, at which time, the other member’s interests in the VIE were
redeemed, the Company became the 100% owner of the entity and it was no
longer a VIE.
Cash and Cash
Equivalents
The
Company considers all demand and money market accounts and short term
investments in government funds with a maturity of three months or less at
the date of purchase to be cash and cash equivalents.
Real Estate, Other
Investments, Depreciation and Impairment
Costs
directly related to the acquisition, development and improvement of real
estate are capitalized, including interest and other costs incurred during
the construction period. Ordinary repairs and maintenance are expensed as
incurred.
The
Company has historically reviewed its real estate assets, investments in
joint ventures and other investments for impairment (i) whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable for assets held for use and (ii) when a
determination is made to sell an asset or investment.
Under
SFAS No. 144 and the going concern basis of accounting, if estimated cash
flows on an undiscounted basis are insufficient to recover the carrying
amount of an asset, an impairment loss equal to the excess of the carrying
amount over estimated fair value is recognized. The Company recorded
impairment charges aggregating approximately $9,708,000 and $3,149,000 in
December 2008 and 2007, respectively, which are reflected as a component
of cost of sales on the statements of operations. 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 sell all of the remaining homes
and lots during 2009. For the
|
Summary
of Significant Accounting Policies (continued)
December 2007 calculation, the Company utilized assumptions in its
discounted cash flow model that reflected the negative impact of market
conditions at that time and the negative effects on sales revenue, sales
velocity, costs and the development plan. See Note 3 for
additional information regarding the impairment
charges.
Under
the liquidation basis of accounting, the Company evaluated the fair value
of real estate assets owned and under construction and made adjustments to
the carrying amounts when appropriate. The Company recorded
downward valuation adjustments aggregating approximately $11,101,000
related to two residential development projects during the liquidation
period, including approximately $8,361,000 at December 31, 2006 and
$2,740,000 at May 31, 2007.
As
the softening of the national housing market continues, the Company’s
operations relating to residential development and the sale of homes have
been negatively impacted in markets where the Company owns property.
Demand at the Company’s projects and sales of inventory are lower than
previous expectations resulting in price concessions and/or additional
incentives being offered, and with regards to the East Lyme project, the
consideration of selling home lots either individually or in bulk instead
of building homes. The number and timing of future sales of any
residential units by the Company could be adversely impacted by the
availability of credit to potential buyers and the inability of potential
home buyers to sell their existing homes. Further deterioration in market
conditions, or other factors, may result in additional impairment charges
in future periods.
Intangible
Assets, Amortization and Impairment
Web
Site Development Costs
The
Company follows Emerging Issues Task Force (“EITF”) Issue No. 00-2, “Accounting
for Web Site Development Costs,” which requires that costs of
developing a web site should be accounted for in accordance with AICPA
Statement of Position 98-1, “Accounting
for the Costs of Computer Software Developed for Internal Use”
(“SOP 98-1”). The Company expenses all internet web
site costs incurred during the preliminary project stage. All
direct external and internal development and
implementation costs are capitalized and amortized using the
straight-line method over their remaining estimated useful lives, not
exceeding three years.
The
value ascribed to the web site development intangible asset acquired
at the time of the Merger is amortized on a straight-line basis over three
years. Amortization of all capitalized web site development
costs is charged to product development expense.
Database
Costs
The
Company capitalizes costs for the development of its database in
connection with the identification and addition of new real estate
properties and sale transactions which provide a future economic benefit.
Amortization is calculated on a straight-line basis over a three or five
year period. Costs of updating and maintaining information on
existing properties in the database are expensed as incurred.
The
value ascribed to the database intangible asset acquired at the time of
the Merger is amortized on a straight-line basis over three or five years.
Amortization of all capitalized database costs is charged to cost of
sales.
Customer
Relationships
The
value ascribed to customer relationships acquired at the time of the
Merger is amortized over 15 years on an accelerated basis and is charged
to sales and marketing expense.
Lease
Value
The
value ascribed to the below market terms of the office lease existing at
the time of the Merger is amortized over the remaining term of the
acquired office lease which was approximately nine years. Amortization is
charged to general and administrative expenses.
|
Summary of Significant Accounting Policies (continued) | |||
Goodwill
and Intangible Assets Impairment
Goodwill
is tested for impairment at least annually, or after a triggering event
has occurred, requiring such a calculation in accordance with the
provisions of Statement of Financial Accounting Standards (“SFAS”)
No. 142, “Goodwill
and Other Intangible Assets”
(“SFAS No. 142”). The evaluation is based upon
a comparison of the estimated fair value of the reporting unit to which
the goodwill has been assigned with the reporting unit’s carrying
value. The fair values used in this evaluation are based upon a
number of estimates and assumptions and includes consideration of the 2008
unsolicited offer for the Company at $8.75 per share. If the
fair value of the reporting unit exceeds its carrying value, goodwill is
not deemed to be impaired. If the fair value of the reporting
unit is less than its carrying value, a second step is required to
calculate the implied fair value of goodwill by deducting the fair value
of all tangible and intangible net assets of the reporting unit from the
fair value of the reporting unit. There was no goodwill impairment
identified in 2008 or 2007.
SFAS No. 142 also requires that intangible assets, with determinable useful lives, be amortized over their respective estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up, and also that the carrying amount of amortizable intangible assets be reviewed annually for impairment in accordance with SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”). If estimated future undiscounted net cash flows are less than the carrying amount of the asset, the asset is considered impaired. The impairment expense is determined by comparing the estimated fair value of the intangible asset to its carrying value, with any shortfall from fair value recognized as an expense in the current period. There was no intangible asset impairment identified in 2008 or 2007. Goodwill
and a major portion of the other intangible assets recorded at the time of
the Merger are not deductible for income tax purposes, as a result of the
tax treatment of the Merger.
Deferred Financing
Costs
Deferred
financing costs consist of costs incurred to obtain financing or financing
commitments. Such costs are amortized by the Company over the expected
term of the respective agreements or, if related to development assets, is
included in the basis of the project to be expensed as homes/units are
sold.
Fair Value
Measurements
In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
SFAS No. 157, “Fair Value
Measurements” (“SFAS No. 157”). SFAS No. 157 establishes
a three-level valuation hierarchy for disclosure of fair value
measurements. The valuation hierarchy is based upon the transparency of
inputs to the valuation of an asset or liability as of the measurement
date. A financial instrument’s categorization within the valuation
hierarchy is based upon the lowest level of input that is significant to
the fair value measurement. The three levels are defined as
follows:
|
▪ | Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; | |||
|
▪
|
Level
2 - inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets, and inputs that are observable
for the asset or liability, either directly or indirectly, for
substantially the full term of the financial instrument;
and
|
||
▪ | Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
During
2008, the Company’s interest rate cap for the Bank Loan, which is the only
asset or liability instrument of the Company impacted by SFAS No. 157, was
valued using models developed internally by the respective counterparty
that use as their basis readily observable market parameters and is
classified within Level 2 of the valuation hierarchy.
In
February 2008, the FASB issued FASB Staff Position (“FSP”) FAS 157-2,
“Effective Date of FASB
Statement No. 157” (“FSP FAS 157-2”), which
delays the effective date of SFAS No. 157 for all nonfinancial assets and
liabilities, except those that are recognized or disclosed at fair value
in the financial statements on a recurring basis (at least
annually). FSP FAS 157-2
|
Summary
of Significant Accounting Policies (continued)
partially
defers the effective date of SFAS No. 157 to fiscal years beginning after
November 15, 2008 and as a result is effective for the Company beginning
January 1, 2009. The Company does not expect the adoption of
FSP FAS 157-2 to have a material effect on the consolidated results of
operations or financial position.
In
October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset Is Not Active”
(“FSP FAS 157-3”). FSP FAS 157-3 clarifies the
application of SFAS No. 157 in a market that is not active and became
effective upon issuance, including prior periods for which financial
statements have not been issued. The Company’s adoption of FSP
FAS 157-3 did not have a material effect on the consolidated financial
statements at December 31, 2008.
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial
Assets and Financial Liabilities” (“SFAS No. 159”).
SFAS No. 159 provides companies with an option to report
selected financial assets and liabilities at fair value. The statement’s
objective is to reduce both complexity in accounting for financial
instruments and the volatility in earnings caused by measuring related
assets and liabilities differently. The FASB believes that
SFAS No. 159 helps to mitigate this type of accounting-induced
volatility by enabling companies to report related assets and liabilities
at fair value, which would likely reduce the need for companies to comply
with detailed rules for hedge accounting. SFAS No. 159 also
establishes presentation and disclosure requirements designed to
facilitate comparisons between companies that choose different measurement
attributes for similar types of assets and liabilities.
SFAS No. 159 is effective as of the beginning of an entity’s
first fiscal year beginning after November 15, 2007. The Company
adopted SFAS No. 159 in the current period and such adoption had
no impact on the consolidated financial statements.
Revenue Recognition
and Related Items
The
Company’s subscription revenue is derived principally from subscriptions
to its web-based services and is recognized as revenue ratably over the
related contractual period, which is typically one year, but can be as
long as 36 months. Revenues from ad-hoc and custom reports are
recognized as completed and delivered to the customers, provided that no
significant Company obligations remain. Deferred revenue
represents the portion of a subscription billed or collected in advance
under the terms of the respective contract, which will be recognized in
future periods. If a customer does not meet the payment obligations of a
contract, any related accounts receivable and deferred revenue are written
off at that time and the net amount, after considering any recovery of
accounts receivable, is charged to cost of sales. Cost of sales
of subscription revenue principally consists of salaries and related
expenses for the Company’s researchers who collect and analyze the
commercial real estate data that is the basis for the Company’s
information services. Additionally, cost of sales includes the
amortization of database technology.
Sales
of real estate assets, including condominium units, single family homes
and sales of lots individually or in bulk are recognized at closing
subject to receipt of down payments and other requirements in accordance
with applicable accounting guidelines. The percentage of completion method
is not used for recording sales on condominium units as down payments are
nominal and collectability of the sales price from such a deposit is not
reasonably assured until closing.
Interest
revenue is recorded on an accrual basis.
Share Based
Compensation
In
December 2004, the Financial Accounting Standards Board issued
SFAS No. 123 (revised 2004), “Share-Based Payment,”
which is a revision of SFAS No. 123
(“SFAS No. 123R”). SFAS No. 123R requires all
share-based payments to employees, including grants of employee stock
options and restricted share units, both of which were issued by the
Company in connection with the Merger, to be recognized in the income
statement based on their fair values.
Equity
Awards
The
fair market value as of the grant date of awards of stock, restricted
stock units or certain stock options is recognized as compensation expense
by the Company over the respective vesting periods.
|
Summary
of Significant Accounting Policies (continued)
Reserve
for Option Liability
|
|||
The
Company accrues a liability for cash payments that could be made to option
holders for the amount of the market value of the Company’s common stock
in excess of the exercise prices of outstanding options accounted for as a
liability award. This liability is adjusted to reflect
(1) the net cash payments to option holders made during each period,
(2) the impact of the exercise and expiration of options and
(3) the changes in the market price of the Company’s common stock.
The reserve for option cancellations was approximately $56,000 and
$527,000 at December 31, 2008 and 2007,
respectively.
At
December 31, 2008, of the 528,473 outstanding options, 136,473 options are
accounted for as a liability as these awards provide for settlement in
cash or in stock at the election of the option holder. The liability for
option cancellations could materially change from period to period based
upon (1) an option holder either (a) exercising the options in a
traditional manner or (b) electing the net cash settlement
alternative and (2) the changes in the market price of the Company’s
common stock. At each period end, an increase in the Company’s common
stock price would result in an increase in compensation expense, whereas a
decline in the stock price would reduce compensation expense.
See
Note 10 for activity with respect to stock options and restricted stock
units.
Income
Taxes
The
Company accounts for income taxes under SFAS No. 109, “Accounting for Income Taxes.”
Deferred income tax assets and liabilities are determined based
upon differences between financial reporting, including the liquidation
basis of accounting and tax basis of assets and liabilities, and are
measured using the enacted tax rates and laws that are estimated to be in
effect when the differences are expected to reverse. Valuation allowances
with respect to deferred income tax assets are recorded when deemed
appropriate and adjusted based upon periodic evaluations.
In
July 2006, the FASB issued Interpretation No. 48, “Accounting for
Uncertainty in
Income Taxes” (“FIN 48”). This interpretation, among other
things, creates a two step approach for evaluating uncertain tax
positions. Recognition (step one) occurs when an enterprise concludes that
a tax position, based solely on its technical merits, is
more-likely-than-not to be sustained upon examination. Measurement (step
two) determines the amount of benefit that more-likely-than-not will be
realized upon settlement. Derecognition of a tax position that was
previously recognized would occur when a company subsequently determines
that a tax position no longer meets the more-likely-than-not threshold of
being sustained or there is a satisfactory resolution of the tax position.
FIN 48 specifically prohibits the use of a valuation allowance as a
substitute for derecognition of tax positions, and it has expanded
disclosure requirements. FIN 48 is effective for fiscal years
beginning after December 15, 2006, in which the impact of adoption
should be accounted for as a cumulative-effect adjustment to the beginning
balance of retained earnings. There was no financial statement impact upon
the adoption of FIN 48, effective January 1,
2007.
Per Share
Data
Basic
earnings per common share are computed based upon the weighted average
number of common shares outstanding during the period. Diluted earnings
per common share are based upon the increased number of common shares that
would be outstanding assuming the exercise of dilutive common share
options and the consideration of restricted stock awards. The following
table details the computation of earnings per common share, basic and
diluted:
|
Summary of Significant Accounting Policies (continued) |
For
the Year Ended
December 31, 2008 |
For
the Period
June 1,
2007 to
December 31,
2007
|
||||||||||
Numerator:
|
|||||||||||
Net
(loss) income for basic calculation
|
$ | (7,480,381 | ) | $ | (1,290,176 | ) | |||||
Adjustments
to net (loss) for the income statement impact of dilutive
securities
|
(415,728 | ) | (1,847,391 | ) | |||||||
Net
(loss) income for dilution calculation
|
$ | (7,896,109 | ) | $ | (3,137,567 | ) | |||||
Denominator:
|
|||||||||||
Denominator
for net (loss) income per common share, basic — weighted average
common shares
|
10,984,963 | 10,983,526 | |||||||||
Effect
of dilutive securities:
|
|||||||||||
RSUs
|
— | — | |||||||||
Stock
options
|
146,657 | 213,620 | |||||||||
Denominator
for net (loss) income per common share, diluted — weighted
average common shares
|
11,131,620 | 11,197,146 | |||||||||
Net
(loss) income per common share:
|
|||||||||||
Basic
|
$ | (0.68 | ) | $ | (0.12 | ) | |||||
Diluted
|
$ | (0.71 | ) | $ | (0.28 | ) |
Potentially
dilutive securities include all stock based awards. For the
year ended December 31, 2008, certain equity awards, in addition to the
option awards accounted for under the liability method, were
antidilutive. For the period June 1, 2007 to December 31, 2007,
all such awards, other than option awards accounted for under the
liability method, were antidilutive.
Estimates
The
preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Reclassification
Amounts
in certain accounts as presented in the Consolidated Statements of
Operations (going concern basis), as well as in Footnote 3 have been
reclassified. This reclassification does not result in a change to the
previously reported net income or net income per share for any of the
periods presented to conform to the current period
presentation.
Accounting
Pronouncements Not Yet Adopted
In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”
(“SFAS No. 141R”). SFAS No. 141R was issued to improve the
relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial reports
about a business combination and its effects. The statement
establishes principles and requirements for how the acquirer recognizes
and measures in its financial statements the determination of purchase
price, the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree, recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain
purchase and determines what information to disclose to enable users of
the financial statements to evaluate the nature and financial effects of
the business combination. The statement is to be applied
prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements - An Amendment of ARB No. 51”
(“SFAS No. 160”). SFAS No. 160 was issued to improve the
relevance, comparability, and transparency of the financial information
that a reporting entity provides in its consolidated financial statements
by establishing accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary.
SFAS No. 160 is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008.
The Company does not expect the adoption of SFAS No. 160 to have an
impact on the consolidated financial statements.
|
Summary
of Significant Accounting Policies (continued)
In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – An Amendment of FASB Statement No.
133” (“SFAS No. 161”). SFAS No. 161 amends and expands the
disclosure requirements of Statement No. 133 with the intent to provide
users of financial statements with an enhanced understanding of how and
why an entity uses derivative instruments, how derivative instruments and
related hedged items are accounted for under Statement No. 133
and its related interpretations, and how derivative instruments and
related hedged items affect an entity’s financial position, financial
performance, and cash flows. SFAS
No. 161 is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after November 15, 2008. The
Company does not expect the adoption of SFAS No. 161 to have an impact on
the consolidated financial statements.
Liquidation Basis of
Accounting
With
the approval of the Plan by the stockholders, the Company adopted the
liquidation basis of accounting effective as of the close of business on
November 17, 2005. The liquidation basis of accounting was used
through May 31, 2007 when the Merger was completed and at the same
time the Plan was terminated.
Under
the liquidation basis of accounting, assets were stated at their estimated
net realizable value and liabilities were stated at their estimated
settlement amounts, which estimates were periodically reviewed and
adjusted as appropriate. The Statement of Net Assets in Liquidation and a
Statement of Changes in Net Assets in Liquidation are the principal
financial statements presented under the liquidation basis of accounting.
The valuation of assets at their net realizable value and liabilities at
their anticipated settlement amounts represented estimates, based on
present facts and circumstances, of the net realizable values of assets
and the costs associated with carrying out the Plan and dissolution. The
actual values and costs associated with carrying out the Plan were
expected to differ from the amounts shown herein because of the inherent
uncertainty and would be greater than or less than the amounts recorded.
In particular, the estimates of the Company’s costs vary with the length
of time it operated under the Plan. In addition, the estimate of net
assets in liquidation per share, except for projects under development,
did not incorporate a present value discount.
Under
the liquidation basis of accounting, sales revenue and cost of sales are
not separately reported within the Statements of Changes in Net Assets as
the Company has already reported the net realizable value of each
development project at the applicable balance sheet dates.
Valuation
Assumptions
Under
the liquidation basis of accounting, (i) the carrying amounts of
assets were adjusted to their estimated net realizable values and
(ii) the carrying amounts of liabilities, including the estimated
costs associated with implementing the Plan, were adjusted to estimated
settlement amounts. Value estimates were updated by the Company for each
reporting period since the Plan was adopted. The following are the
significant assumptions utilized by management in assessing the value of
assets and the expected settlement amounts of liabilities under the
liquidation basis of accounting.
Net
Assets in Liquidation
Real
estate assets under development were primarily reflected at net realizable
value, which was based upon the Company’s budgets for constructing and
selling the respective project in the orderly course of business. Sales
prices were based upon contracts signed to date and budgeted sales prices
for the unsold units, homes or lots. Sales prices were determined in
consultation with the respective third party companies who were the sales
agent for the project, where applicable. Costs and expenses were based
upon the Company’s budgets. In certain cases, construction costs were
subject to binding contracts. The Company assumed that existing
construction financing would remain in place during the respective
projects’ planned construction and sell out. Anticipated future cost
increases for construction were assumed to be funded by the existing
construction lenders and the Company at the present structured debt to
equity capitalization ratios. The Company would be required to make
additional equity contributions. For one project, the Company assumed that
construction loans would be obtained at then currently existing LIBOR
spreads and customary industry debt to equity capitalization levels. With
respect to another project, it was expected that existing loan extensions
would be granted by the bank even though minimum home sales requirements
would not be met. The expected net sales proceeds were discounted on a
quarterly basis at 17.5% to 26% annual
|
Summary
of Significant Accounting Policies (continued)
rates
to determine the estimated net realizable value of the Company’s equity
investment. The effect of changes in values of real estate assets under
development was a net decrease of approximately $2,661,000 from
December 31, 2006 to May 31, 2007. The net decrease resulted
primarily from changes in the projected timing of sales, actual sale
proceeds from condominium units and homes and changes in the values of
real estate under development, partially offset by the shortening of the
discount period due to the passage of time.
The
Company reported operating income on the Consolidated Statements of
Changes in Net Assets in Liquidation which is comprised primarily of
interest and other income earned on invested cash during the reporting
periods through May 31, 2007.
The
estimated net realizable value of the Company’s interest in Private Reis
for valuation purposes at May 31, 2007 and December 31, 2006 was
derived from an approximate $90,000,000 equity value of Private Reis,
based upon the Merger terms and offers Private Reis received from
potential purchasers during prior reporting periods.
Cash,
deposits and escrow accounts were presented at face value. The Company’s
remaining assets were stated at estimated net realizable value which was
the expected selling price or contractual payment to be received, less
applicable direct costs or expenses, if any. The assets that were valued
on this basis included receivables, certain joint venture investments and
other investments.
Mortgage
notes and construction loans payable, construction payables, accrued
expenses and other liabilities and minority interests were stated at
settlement amounts.
Reserve
for Estimated Costs During the Liquidation Period
Under
the liquidation basis of accounting, the Company was required to estimate
and accrue the costs associated with implementing and completing the Plan.
These amounts could vary significantly due to, among other things, the
timing and realized proceeds from sales of the projects under development
and sale of other assets, the costs of retaining personnel and others to
oversee the liquidation, including the cost of insurance, the timing and
amounts associated with discharging known and contingent liabilities and
the costs associated with cessation of the Company’s operations including
an estimate of costs subsequent to that date (which would include reserve
contingencies for the appropriate statutory periods). As a result, the
Company accrued the projected costs, including corporate overhead and
specific liquidation costs of severance and retention bonuses,
professional fees, and other miscellaneous wind-down costs, expected to be
incurred during the projected period required to complete the liquidation
of the Company’s remaining assets. Also, the Company did not record any
liability for any cash operating shortfall that could result at the
projects under development during the anticipated holding period because
management expected that projected operating shortfalls could be funded
from the overall operating profits derived from the sale of homes,
condominium units and lots and interest earned on invested cash. These
projections could have changed materially based on the timing of any such
anticipated sales, the performance of the underlying assets and changes in
the underlying assumptions of the cash flow amounts projected as well as
other market factors. These accruals were adjusted from time to time as
projections and assumptions changed.
The
following is a summary of the changes in the Reserve for Estimated Costs
During the Liquidation Period:
|
For
the Five Months Ended May 31, 2007
|
||||||||||||||
Balance
at
December 31,
2006
|
Adjustments
and
Payments
|
Balance
at
May 31,
2007(A)
|
||||||||||||
Payroll,
benefits, severance and retention costs
|
$ | 8,982,000 | $ | (2,260,000 | ) | $ | 6,722,000 | |||||||
Professional
fees
|
3,560,000 | (689,000 | ) | 2,871,000 | ||||||||||
Other
general and administrative costs
|
5,760,000 | (686,000 | ) | 5,074,000 | ||||||||||
Total
|
$ | 18,302,000 | $ | (3,635,000 | ) | $ | 14,667,000 | |||||||
(A)
|
Excludes
liabilities aggregating approximately $1,770,000 remaining upon return to
the going concern basis of accounting. This amount is included in the
adjustments and payments for the five months ended May 31,
2007.
|
Summary of Significant Accounting Policies (continued) |
For the Year Ended December 31,
2006
|
||||||||||||||
Balance
at December 31, 2005
|
Adjustments
and Payments
|
Balance
at December 31, 2006
|
||||||||||||
Payroll, benefits,
severance and retention costs
|
$ | 11,963,000 | $ | (2,981,000 | ) | $ | 8,982,000 | |||||||
Professional
fees
|
4,715,000 | (1,155,000 | ) | 3,560,000 | ||||||||||
Other
general and administrative costs
|
7,379,000 | (1,619,000 | ) | 5,760,000 | ||||||||||
Total
|
$ | 24,057,000 | $ | (5,755,000 | ) | $ | 18,302,000 |
Effective
with the close of business on May 31, 2007, the Company returned to
the going concern basis of accounting whereby (1) assets were stated
at the lower of historical cost or market value, (2) the reserve for
estimated costs, net of liabilities requiring accrual under the going
concern basis of accounting, was reversed and (3) liabilities were
stated on a going concern basis.
The
adjustments to net assets in liquidation as of May 31, 2007 is
summarized as follows:
|
Balance
of net assets in liquidation as of May 31, 2007
|
$ | 51,922,617 | ||||
Adjustment
of the Company’s investment in Private Reis from $20,000,000 on a
liquidation basis to historical cost of $6,790,978 on a going concern
basis
|
(13,209,022 | ) | ||||
Adjustment
of real estate investments and other assets from net realizable value to
lower of historical cost or market value (primarily the reflection of the
Gold Peak project at historical cost)
|
(4,555,480 | ) | ||||
Reversal
of previously accrued liquidation costs net of accrued
liabilities
|
14,667,431 | |||||
Balance
of total stockholders’ equity, going concern basis, as of May 31,
2007, prior to Merger
|
$ | 48,825,546 |
3.
|
Segment
Information
|
||
Upon completion of the Merger and the resulting change in accounting from the liquidation basis to the going concern basis, the Company organized into two separately managed segments: Reis Services and Residential Development Activities. The Company has further separated the significant components of the Residential Development Activities for Palomino Park (Gold Peak), East Lyme and all other developments. The following tables present condensed balance sheet and operating data for these segments for the periods reported on a going concern basis: |
(amounts
in thousands)
|
||||||||||||||||||||||||||
Condensed
Balance Sheet Data
|
Residential
Development Activities
|
|||||||||||||||||||||||||
December 31,
2008
|
Reis
|
Palomino
|
East
|
Other
|
||||||||||||||||||||||
(Going
Concern Basis)
|
Services
|
Park
|
Lyme
|
Developments
|
Other*
|
Consolidated
|
||||||||||||||||||||
Assets
|
||||||||||||||||||||||||||
Current
assets:
|
||||||||||||||||||||||||||
Cash
and cash equivalents
|
$ | 11,846 | $ | 6 | $ | 356 | $ | 68 | $ | 11,876 | $ | 24,152 | ||||||||||||||
Restricted
cash and investments
|
241 | 45 | 1,835 | 960 | — | 3,081 | ||||||||||||||||||||
Receivables,
prepaid and other assets
|
5,791 | — | — | (61 | ) | 215 | 5,945 | |||||||||||||||||||
Real
estate assets
|
— | 2,533 | 2,403 | 2,202 | — | 7,138 | ||||||||||||||||||||
Total
current assets
|
17,878 | 2,584 | 4,594 | 3,169 | 12,091 | 40,316 | ||||||||||||||||||||
Furniture,
fixtures and equipment, net
|
1,631 | 29 | 3 | 28 | 46 | 1,737 | ||||||||||||||||||||
Intangible
assets, net
|
23,161 | — | — | — | — | 23,161 | ||||||||||||||||||||
Goodwill
|
57,203 | — | — | — | (2,378 | ) | 54,825 | |||||||||||||||||||
Other
assets
|
398 | — | — | 1 | — | 399 | ||||||||||||||||||||
Total
assets
|
$ | 100,271 | $ | 2,613 | $ | 4,597 | $ | 3,198 | $ | 9,759 | $ | 120,438 | ||||||||||||||
Liabilities
and stockholders’ equity
|
||||||||||||||||||||||||||
Current
liabilities:
|
||||||||||||||||||||||||||
Current
portion of loans and other debt
|
$ | 189 | $ | — | $ | — | $ | — | $ | — | $ | 189 | ||||||||||||||
Current
portion of Bank Loan
|
3,500 | — | — | — | — | 3,500 | ||||||||||||||||||||
Construction
payables
|
— | 41 | 109 | 7 | — | 157 | ||||||||||||||||||||
Construction
loans payable
|
— | — | 5,077 | — | — | 5,077 | ||||||||||||||||||||
Accrued
expenses and other liabilities
|
1,090 | 837 | 1,354 | 207 | 1,877 | 5,365 | ||||||||||||||||||||
Reserve
for option liability
|
— | — | — | — | 56 | 56 | ||||||||||||||||||||
Deferred
revenue
|
12,121 | — | — | — | — | 12,121 | ||||||||||||||||||||
Total
current liabilities
|
16,900 | 878 | 6,540 | 214 | 1,933 | 26,465 | ||||||||||||||||||||
Non-current
portion of Bank Loan
|
19,250 | — | — | — | — | 19,250 | ||||||||||||||||||||
Other
long-term liabilities
|
929 | — | — | 60 | — | 989 | ||||||||||||||||||||
Deferred
tax liability, net
|
7,821 | — | — | — | (7,754 | ) | 67 | |||||||||||||||||||
Total
liabilities
|
44,900 | 878 | 6,540 | 274 | (5,821 | ) | 46,771 | |||||||||||||||||||
Total
stockholders’ equity
|
55,371 | 1,735 | (1,943 | ) | 2,924 | 15,580 | 73,667 | |||||||||||||||||||
Total
liabilities and stockholders’ equity
|
$ | 100,271 | $ | 2,613 | $ | 4,597 | $ | 3,198 | $ | 9,759 | $ | 120,438 | ||||||||||||||
*
|
Includes
cash, other assets and liabilities not specifically attributable to or
allocable to a specific operating segment.
|
Segment Information (continued) |
(amounts
in thousands)
|
||||||||||||||||||||||||||
Condensed
Balance Sheet Data
|
Residential
Development Activities
|
|||||||||||||||||||||||||
December 31,
2007
|
Reis
|
Palomino
|
East
|
Other
|
||||||||||||||||||||||
(Going
Concern Basis)
|
Services
|
Park
|
Lyme
|
Developments |
Other*
|
Consolidated
|
Assets
|
||||||||||||||||||||||||||
Current
assets:
|
||||||||||||||||||||||||||
Cash
and cash
equivalents
|
$ | 4,894 | $ | 51 | $ | 269 | $ | 49 | $ | 17,975 | $ | 23,238 | ||||||||||||||
Restricted
cash and investments
|
234 | 92 | 2,378 | 960 | — | 3,664 | ||||||||||||||||||||
Receivables,
prepaid and other assets
|
7,314 | 204 | — | 103 | 448 | 8,069 | ||||||||||||||||||||
Real
estate assets under development
|
— | 14,234 | 6,209 | 288 | — | 20,731 | ||||||||||||||||||||
Total
current assets
|
12,442 | 14,581 | 8,856 | 1,400 | 18,423 | 55,702 | ||||||||||||||||||||
Furniture,
fixtures and equipment, net
|
1,989 | 73 | 94 | 12 | 89 | 2,257 | ||||||||||||||||||||
Other
real estate assets
|
— | — | 3,069 | 2,971 | — | 6,040 | ||||||||||||||||||||
Intangible
assets, net
|
25,353 | — | — | — | — | 25,353 | ||||||||||||||||||||
Goodwill
|
57,203 | — | — | — | (2,378 | ) | 54,825 | |||||||||||||||||||
Other
assets
|
543 | — | — | 1 | 127 | 671 | ||||||||||||||||||||
Total
assets
|
$ | 97,530 | $ | 14,654 | $ | 12,019 | $ | 4,384 | $ | 16,261 | $ | 144,848 | ||||||||||||||
Liabilities
and stockholders’ equity
|
||||||||||||||||||||||||||
Current
liabilities:
|
||||||||||||||||||||||||||
Current
portion of loans and other debt
|
$ | 176 | $ | — | $ | — | $ | — | $ | — | $ | 176 | ||||||||||||||
Current
portion of Bank Loan
|
1,500 | — | — | — | — | 1,500 | ||||||||||||||||||||
Construction
payables
|
— | 1,961 | 622 | 209 | — | 2,792 | ||||||||||||||||||||
Construction
loans payable
|
— | 6,417 | 6,966 | — | — | 13,383 | ||||||||||||||||||||
Accrued
expenses and other liabilities
|
1,742 | 1,308 | 1,576 | 98 | 3,905 | 8,629 | ||||||||||||||||||||
Reserve
for option liability
|
— | — | — | — | 527 | 527 | ||||||||||||||||||||
Deferred
revenue
|
13,262 | — | — | — | — | 13,262 | ||||||||||||||||||||
Total
current liabilities
|
16,680 | 9,686 | 9,164 | 307 | 4,432 | 40,269 | ||||||||||||||||||||
Non-current
portion of Bank Loan
|
22,750 | — | — | — | — | 22,750 | ||||||||||||||||||||
Other
long-term liabilities
|
757 | — | — | 60 | — | 817 | ||||||||||||||||||||
Deferred
tax liability, net
|
5,441 | — | — | — | (4,128 | ) | 1,313 | |||||||||||||||||||
Total
liabilities
|
45,628 | 9,686 | 9,164 | 367 | 304 | 65,149 | ||||||||||||||||||||
Total
stockholders’ equity
|
51,902 | 4,968 | 2,855 | 4,017 | 15,957 | 79,699 | ||||||||||||||||||||
Total
liabilities and stockholders’ equity
|
$ | 97,530 | $ | 14,654 | $ | 12,019 | $ | 4,384 | $ | 16,261 | $ | 144,848 | ||||||||||||||
*
|
Includes
cash, other assets and liabilities not specifically attributable to or
allocable to a specific operating segment.
|
Segment Information (continued) |
(amounts in
thousands)
|
||||||||||||||||||||||||||
Condensed
Operating Data for the
|
Residential
Development Activities
|
|||||||||||||||||||||||||
Year Ended
December 31, 2008
|
Reis
|
Palomino
|
East
|
Other
|
||||||||||||||||||||||
(Going
Concern Basis)
|
Services
|
Park
|
Lyme
|
Developments
|
Other*
|
Consolidated
|
||||||||||||||||||||
Revenue:
|
||||||||||||||||||||||||||
Subscription
revenue
|
$ | 25,851 | $ | — | $ | — | $ | — | $ | — | $ | 25,851 | ||||||||||||||
Revenue from sales of residential units
|
— | 16,469 | 5,300 | — | — | 21,769 | ||||||||||||||||||||
Total
revenue
|
25,851 | 16,469 | 5,300 | — | — | 47,620 | ||||||||||||||||||||
Cost
of sales:
|
||||||||||||||||||||||||||
Cost
of sales of subscription revenue
|
5,474 | — | — | — | — | 5,474 | ||||||||||||||||||||
Cost
of sales of residential units
|
— | 13,415 | 4,838 | — | — | 18,253 | ||||||||||||||||||||
Impairment
loss on real estate assets under development
|
— | — | 6,999 | 2,709 | — | 9,708 | ||||||||||||||||||||
Total
cost of sales
|
5,474 | 13,415 | 11,837 | 2,709 | — | 33,435 | ||||||||||||||||||||
Gross
profit
|
20,377 | 3,054 | (6,537 | ) | (2,709 | ) | — | 14,185 | ||||||||||||||||||
Operating
expenses:
|
||||||||||||||||||||||||||
Sales
and marketing
|
5,140 | — | — | — | — | 5,140 | ||||||||||||||||||||
Product
development
|
1,908 | — | — | — | — | 1,908 | ||||||||||||||||||||
Property
operating expenses
|
— | 1,008 | 94 | 65 | — | 1,167 | ||||||||||||||||||||
General
and administrative
|
6,288 | 1,092 | 264 | 185 | 6,134 | 13,963 | ||||||||||||||||||||
Total
operating expenses
|
13,336 | 2,100 | 358 | 250 | 6,134 | 22,178 | ||||||||||||||||||||
Other
income (expenses):
|
||||||||||||||||||||||||||
Interest
and other income
|
229 | 109 | 4 | 23 | 222 | 587 | ||||||||||||||||||||
Interest
(expense)
|
(1,332 | ) | — | (111 | ) | — | 261 | (1,182 | ) | |||||||||||||||||
Total
other income (expense)
|
(1,103 | ) | 109 | (107 | ) | 23 | 483 | (595 | ) | |||||||||||||||||
Income
(loss) before income taxes
|
$ | 5,938 | $ | 1,063 | $ | (7,002 | ) | $ | (2,936 | ) | $ | (5,651 | ) | $ | (8,588 | ) | ||||||||||
*
|
Includes
interest and other income, depreciation and amortization expense and
general and administrative expenses that have not been allocated to the
operating segments.
|
Segment Information (continued) |
(amounts in thousands) | ||||||||||||||||||||||||||
Condensed Operating
Data for the
Period June 1, 2007 to December 31, 2007 (Going Concern Basis) |
Residential
Development Activities
|
|||||||||||||||||||||||||
Reis
Services
|
Palomino
Park
|
East
Lyme
|
Other
Developments
|
Other*
|
Consolidated
|
|||||||||||||||||||||
Revenue:
|
||||||||||||||||||||||||||
Subscription
revenue
|
$ | 14,615 | $ | — | $ | — | $ | — | $ | — | $ | 14,615 | ||||||||||||||
Revenue
from sales of residential units
|
— | 14,807 | 6,945 | — | — | 21,752 | ||||||||||||||||||||
Total
revenue
|
14,615 | 14,807 | 6,945 | — | — | 36,367 | ||||||||||||||||||||
Cost
of sales:
|
||||||||||||||||||||||||||
Cost
of sales of subscription revenue
|
2,920 | — | — | — | — | 2,920 | ||||||||||||||||||||
Cost
of sales of residential units
|
— | 12,356 | 6,295 | — | — | 18,651 | ||||||||||||||||||||
Impairment
loss on real estate assets under development
|
— | — | 3,149 | — | — | 3,149 | ||||||||||||||||||||
Total
cost of sales
|
2,920 | 12,356 | 9,444 | — | — | 24,720 | ||||||||||||||||||||
Gross
profit
|
11,695 | 2,451 | (2,499 | ) | — | — | 11,647 | |||||||||||||||||||
Operating
expenses:
|
||||||||||||||||||||||||||
Sales
and marketing
|
3,350 | — | — | — | — | 3,350 | ||||||||||||||||||||
Product
development
|
971 | — | — | — | — | 971 | ||||||||||||||||||||
Property
operating expenses
|
— | 728 | 20 | (1 | ) | — | 747 | |||||||||||||||||||
General
and administrative
|
3,802 | 1,373 | 63 | 5 | 2,937 | 8,180 | ||||||||||||||||||||
Total
operating expenses
|
8,123 | 2,101 | 83 | 4 | 2,937 | 13,248 | ||||||||||||||||||||
Other
income (expenses):
|
||||||||||||||||||||||||||
Interest
and other income
|
112 | 43 | 3 | (5 | ) | 553 | 706 | |||||||||||||||||||
Interest
(expense)
|
(1,353 | ) | — | (75 | ) | — | 425 | (1,003 | ) | |||||||||||||||||
Loss
on redemption transaction
|
— | — | — | (54 | ) | — | (54 | ) | ||||||||||||||||||
Minority
interest (expense)
|
— | (77 | ) | — | — | — | (77 | ) | ||||||||||||||||||
Total
other income (expense)
|
(1,241 | ) | (34 | ) | (72 | ) | (59 | ) | 978 | (428 | ) | |||||||||||||||
Income
(loss) before income taxes
|
$ | 2,331 | $ | 316 | $ | (2,654 | ) | $ | (63 | ) | $ | (1,959 | ) | $ | (2,029 | ) | ||||||||||
*
|
Includes
interest and other income, depreciation and amortization expense and
general and administrative expenses that have not been allocated to the
operating segments.
|
Reis
Services
See
Note 1 for a description of Reis Services’s business and products at
December 31, 2008 and for a description of the Merger.
No individual customer accounted for more than 2.4% of Reis Services’s revenues for the year ended December 31, 2008 or for the period June 1, 2007 to December 31, 2007. The 24 largest customers in the aggregate accounted for 31.7% of Reis Services’s revenue for the year ended December 31, 2008, of which 13 customers each accounted for greater than 1% of our revenue. The
balance of outstanding customer receivables of Reis Services, which are
included in receivables, prepaid and other assets on the Consolidated
Balance Sheets at December 31, 2008 and 2007, are as
follows:
|
Balance
at December 31,
|
||||||||||
2008
|
2007
|
|||||||||
Customer
receivables
|
$ | 5,641,000 | $ | 7,070,000 | ||||||
Allowance
for doubtful
accounts
|
(38,000 | ) | (42,000 | ) | ||||||
Customer
receivables,
net
|
$ | 5,603,000 | $ | 7,028,000 |
Fifteen customers
accounted for an aggregate of approximately 53.0% of Reis Services’s
accounts receivable at December 31, 2008, including
four customers in excess of 4.0% with the largest representing
8.3%. Nine customers accounted for an aggregate of approximately 44.0% of
Reis Services accounts receivable at December 31, 2007, including four
customers in excess of 5.0% with the largest representing
7.0%.
|
Segment Information (continued) |
At
December 31, 2008 and 2007, no customer accounted for more than 3.8% and
4.3%, respectively, of deferred revenue.
Through
the date of the Merger, the Company had a preferred equity investment in
Private Reis through Wellsford Capital. At May 31, 2007, the carrying
amount of the Company’s aggregate investment in Private Reis was
$20,000,000 (on a liquidation basis) prior to the Merger. The Company’s
investment represented approximately 23% of Private Reis’s equity on an as
converted to common stock basis. The Company’s cash investment on a
historical cost basis was approximately $6,791,000 which was the amount
recorded as Wellsford Capital’s investment at the Merger
date.
Residential
Development Activities
At
December 31, 2008, the Company’s residential development activities and
other investments were comprised of the following:
|
|
▪
|
The
259 unit Gold Peak condominium development in Highlands Ranch,
Colorado (“Gold Peak”). Sales commenced in January 2006 and 239 Gold Peak
units were sold as of December 31, 2008.
|
||
▪
|
The
Orchards, a single family home development in East Lyme, Connecticut, upon
which the Company could build 161 single family homes on 224 acres
(“East Lyme”). 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.
|
|||
▪
|
The Stewardship, a single family home development in Claverack, New York, which is subdivided into 48 developable single family home lots on 235 acres (“Claverack”). | |||
▪
|
Wellsford Mantua, a company organized to purchase land parcels for rezoning, subdivision and creation of environmental mitigation credits. |
Palomino
Park
The
Company has been the developer and managing owner of Palomino Park, a five
phase, 1,707 unit multifamily residential development in Highlands
Ranch, a southern suburb of Denver, Colorado. Three phases aggregating
1,184 units were operated as rental properties until they were sold
in November 2005. The 264 unit Silver Mesa phase was converted into
condominiums (sales commenced in February 2001 and by August 2005 the
Company had sold all 264 units). The Gold Peak phase is a
259 unit for-sale condominium project.
Gold
Peak
In
2004, the Company commenced the development of Gold Peak, the remaining
29 acre land parcel of Palomino Park. Gold Peak unit sales commenced
in January 2006. At December 31, 2008, there were two Gold Peak units
under contract with nominal down payments. The following table provides
information regarding Gold Peak sales:
|
For
the Years Ended December 31,
|
Project
Total Through December 31,
2008
|
|||||||||||||||||
2008
|
2007
|
2006
|
||||||||||||||||
Number
of units sold
|
54 | 77 | 108 | 239 | ||||||||||||||
Gross
sales proceeds
|
$ | 16,469,000 | $ | 24,226,000 | $ | 31,742,000 | $ | 72,437,000 | ||||||||||
Principal
paydown on Gold Peak Construction Loan
|
$ | 8,313,000 | $ | 15,681,000 | $ | 24,528,000 | $ | 48,522,000 |
Palomino
Park Transactions
On
September 30, 2007, the Company purchased the remaining 7.075%
interest in the corporation that owns the remaining Palomino Park assets
for $1,200,000 from Equity Residential.
|
Segment
Information (continued)
In
September 2006, the Company sold its Palomino Park telecommunication
assets, service contracts and operations and in November 2006 it received
a net amount of approximately $988,000. At that time, the buyer held back
approximately $396,000, of which approximately $192,000 was received by
the Company in September 2007 and the balance of approximately $204,000
was received in September 2008.
East
Lyme
The
Company has a 95% ownership interest as managing member of a venture which
originally owned 101 single family home lots situated on 139 acres of
land in East Lyme, Connecticut upon which it was constructing houses for
sale. At the time of the initial land purchase, the Company executed an
option to purchase a contiguous 85 acre parcel of land which can be
used to develop 60 single family homes (the “East Lyme
Land”). The Company subsequently acquired the East Lyme Land in
November 2005.
After
the initial land purchase, the Company executed an agreement with a
homebuilder to construct the homes for this project. The
homebuilder is a 5% partner in the project and receives other
consideration.
On
March 4, 2009, the Company and the homebuilder/partner terminated the
partnership agreement and the related development agreement. As
a result of the terminations, the Company paid approximately $343,000 to
its partner to satisfy all remaining compensation under the development
agreement and for its 5% interest.
The
model home was completed during the fourth quarter of 2005 and home sales
commenced in June 2006. At December 31, 2008, there were no East Lyme
homes under contract and four homes, including the model, were in
inventory. The following table provides information regarding East Lyme
sales:
|
For
the Years Ended December 31,
|
Project Total Through December 31, 2008 | |||||||||||||||||
2008
|
2007
|
2006
|
||||||||||||||||
Number
of homes and lots sold (A)
|
14 | 14 | 5 | 33 | ||||||||||||||
Gross
sales proceeds
|
$ | 5,300,000 | $ | 9,797,000 | $ | 3,590,000 | $ | 18,687,000 | ||||||||||
Principal
paydown on East Lyme Construction Loan
|
$ | 5,162,000 | $ | 8,785,000 | $ | 3,246,000 | $ | 17,193,000 | ||||||||||
(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.
|
Certain
of the lots at East Lyme require remediation of pesticides used on the
property when it was an apple orchard, which costs are estimated by
management to be approximately $1,000,000. Remediation costs were
considered in evaluating the value of the property for liquidation basis
purposes at May 31, 2007. This estimate continues to be recognized as
a liability in the going concern balance sheets at December 31, 2008 and
2007. This estimate could change in the future as plans for the
remediation are finalized and if the bulk sale of lots, as described
above, were to occur. An expected time frame for the remediation has not
been established as of the date of this report.
During
2008, the Company made the decision to halt new home construction pending
exploration of a bulk sale of lots. In June 2008, the Company entered into
a listing agreement authorizing a broker to sell the remaining lots (which
are comprised of improved lots with road and infrastructure in place and
unimproved lots without road and infrastructure in place). In December
2008 and 2007, the Company recorded impairment charges aggregating
approximately $6,999,000 and $3,149,000, respectively, related to East
Lyme and the East Lyme Land. 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 as a result of the establishment of more aggressive and flexible
pricing levels in an attempt to sell 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 market conditions at that time and the negative effects
on sales revenue, sales velocity, costs and
|
Segment
Information (continued)
the
development plan. Further deterioration in market conditions or
other factors may result in additional impairment charges in future
periods. There can be no assurance that the Company will be
able to sell any or all of the four houses in inventory, or the remaining
lots individually or in bulk at East Lyme at acceptable prices, or within
a specific time period, or at all.
Other
Developments
Claverack
Through
November 2007, the Company had a 75% ownership interest in a joint venture
that owned two land parcels aggregating approximately 300 acres in
Claverack, New York. The Company acquired its interest in the joint
venture for $2,250,000 in November 2004. One land parcel was subdivided
into seven single family home lots on approximately 65 acres. The
remaining 235 acres, known as The Stewardship, which was originally
subdivided into six single family home lots, now is subdivided into 48
developable single family home lots.
Construction
of two model homes (which commenced in 2007), the infrastructure and
amenities for The Stewardship were substantially completed during the
third quarter of 2008. The Company intends to sell the improved lots and
two model homes either individually or in a bulk sale transaction and is
working with local and regional brokers.
In
December 2008, the Company recorded an impairment charge of approximately
$2,709,000 for the Claverack project. The December 2008
impairment charge was, in general, the result of continuing deteriorating
market conditions in the fourth quarter of 2008 and management’s
expectations for the future. This charge also reflects a change in intent
to sell the project in a single transaction and a lowering of management’s
expectations of sales prices as a result of the establishment of more
aggressive and flexible pricing levels in an attempt to sell all of the
remaining homes and lots during 2009.
During
July 2006, the initial home on one lot of the seven lot parcel was
completed and in October 2006, the home and a contiguous lot were sold for
approximately $1,200,000 and the related outstanding debt of approximately
$690,000 was repaid to the bank. In February 2007, Claverack
sold one lot to the venture partner, leaving four lots of the original
seven lots available for sale. In November 2007, the joint venture
partner’s interest in the joint venture was redeemed in exchange for the
remaining four lots, representing the remaining approximate 45 acres
of the original 65 acre parcel. This resulted in the Company being
the sole owner of The Stewardship. The Company recorded a loss
of approximately $54,000 in the fourth quarter of 2007 from this
redemption transaction.
Wellsford
Mantua
During
November 2003, the Company made an initial $330,000 investment in the form
of a loan, in a company organized to purchase land parcels for rezoning,
subdivision and creation of environmental mitigation credits. The loan is
secured by a lien on a leasehold interest in a 154 acre parcel in
West Deptford, New Jersey which includes at least 64.5 acres of
wetlands and a maximum of 71 acres of developable land. The Company
consolidated Wellsford Mantua at December 31, 2008 and 2007. The
Company’s investment in Wellsford Mantua was approximately $290,000 and
$289,000 at December 31, 2008 and 2007, respectively.
|
|||
4. | Restricted Cash and Investments | ||
Restricted cash and investments are comprised of the following: |
December
31,
|
||||||||||
2008
|
2007
|
|||||||||
Deposits
and escrows related to residential development activities
|
$ | 2,840,000 | $ | 3,430,000 | ||||||
Certificate
of deposit/security for office lease (A)
|
241,000 | 234,000 | ||||||||
$ | 3,081,000 | $ | 3,664,000 | |||||||
(A)
|
In
connection with the lease for the 530 Fifth Avenue corporate office space,
the Company provided a letter of credit through a bank to the lessor. The
letter of credit is supported by the certificate of deposit issued by that
bank (see Note 11).
|
Restricted
Cash and Investments (continued)
On January 5, 2009, the Company received $510,000 from the town of
Claverack related to the release of a cash escrow for the completion of
road work, thereby reducing the balance of restricted cash and investments
related to residential development activities to
$2,330,000.
|
|||
5. | Intangibles and Other Assets | ||
The amount of
identified intangibles and other assets, based upon the finalized
allocation of the purchase price of Private Reis and additional
capitalized costs since the Merger, including the respective amounts of
accumulated amortization, are as follows:
|
December
31,
|
||||||||||
2008
|
2007
|
|||||||||
Database
|
$ | 9,178,000 | $ | 8,243,000 | ||||||
Accumulated
amortization
|
(2,943,000 | ) | (1,025,000 | ) | ||||||
Database,
net
|
6,235,000 | 7,218,000 | ||||||||
Customer
relationships
|
14,100,000 | 14,100,000 | ||||||||
Accumulated
amortization
|
(1,461,000 | ) | (445,000 | ) | ||||||
Customer
relationships, net
|
12,639,000 | 13,655,000 | ||||||||
Web
site
|
3,065,000 | 2,177,000 | ||||||||
Accumulated
amortization
|
(1,077,000 | ) | (299,000 | ) | ||||||
Web
site, net
|
1,988,000 | 1,878,000 | ||||||||
Acquired
below market lease
|
2,800,000 | 2,800,000 | ||||||||
Accumulated
amortization
|
(501,000 | ) | (198,000 | ) | ||||||
Acquired
below market lease, net
|
2,299,000 | 2,602,000 | ||||||||
Intangibles,
net
|
$ | 23,161,000 | $ | 25,353,000 |
The
Company capitalized approximately $935,000 and $550,000 during the year
ended December 31, 2008 and the period June 1, 2007 to December 31, 2007,
respectively, to the database intangible asset and $888,000 and $473,000
during the year ended December 31, 2008 and the period June 1, 2007 to
December 31, 2007, respectively, to the web site intangible
asset.
Amortization
expense for intangibles and other assets aggregated approximately
$4,015,000 for the year ended December 31, 2008, of which approximately
$1,918,000 related to the database, which is charged to cost of sales,
approximately $1,016,000 related to customer relationships, which is
charged to sales and marketing expense, approximately $778,000 related to
web site development, which is charged to product development expense, and
approximately $303,000 related to the value ascribed to the below market
terms of the office lease, which is charged to general and administrative
expenses, all in the Reis Services segment. Amortization expense for
intangibles and other assets aggregated approximately $1,967,000 for the
period June 1, 2007 to December 31, 2007, of which approximately
$1,025,000 related to the database, approximately $445,000 related to
customer relationships, approximately $299,000 related to web site
development and approximately $198,000 related to the value ascribed to
the below market terms of the office lease.
The
Company’s future amortization expense related to the net intangible asset
balance at December 31, 2008 follows.
|
(amounts
in thousands)
|
||||||
For
the Year Ended December 31,
|
Amount
|
|||||
2009
|
$ | 4,322 | ||||
2010
|
3,846 | |||||
2011
|
3,205 | |||||
2012
|
2,024 | |||||
2013
|
1,309 | |||||
Thereafter
|
8,455 | |||||
Total
|
$ | 23,161 |
6. | Debt | ||
At December 31, 2008 and 2007, the Company’s debt consisted of the following: |
Initial
Maturity Date
|
Stated
Interest Rate at December
31, 2008
|
December 31,
|
||||||||||||
Debt/Project
|
2008
|
2007
|
||||||||||||
Debt:
|
||||||||||||||
Reis
Services Bank Loan
|
September
2012
|
LIBOR
+ 1.50%(A)
|
$ | 22,750,000 | $ | 24,250,000 | ||||||||
Gold
Peak Construction Loan
|
November
2009
|
LIBOR
+ 1.65%(B)
|
— | 6,417,000 | ||||||||||
East
Lyme Construction Loan (C)
|
June
2009
|
LIBOR
+ 2.50%
|
5,077,000 | 6,966,000 | ||||||||||
Other
long term debt
|
Various
|
Fixed/Various
|
403,000 | 578,000 | ||||||||||
Total
debt
|
28,230,000 | 38,211,000 | ||||||||||||
Less
current portion
|
8,767,000 | 15,059,000 | ||||||||||||
Long
term portion
|
$ | 19,463,000 | $ | 23,152,000 | ||||||||||
Total
construction loans payable
|
$ | 5,077,000 | $ | 13,383,000 | ||||||||||
Carrying
amount of real estate assets collateralizing construction loans
payable
|
$ | 876,000 | $ | 20,000,000 | ||||||||||
Cash
held in financial institutions in which a security interest is granted for
construction debt
|
$ | 177,000 | $ | 3,808,000 | ||||||||||
Total
assets of Reis Services as a security interest for the Bank
Loan
|
$ | 100,271,000 | $ | 97,530,000 | ||||||||||
(A)
|
Depending
upon the leverage ratio, as defined in the Bank Loan agreement, the spread
to LIBOR may range from 3.00% to 1.50% as described below.
|
||
(B)
|
Principal
payments were made from sales proceeds upon the sale of individual
homes.
|
||
(C)
|
The
East Lyme Construction Loan had an initial maturity date in December
2007. On April 28, 2008, an extension was completed, including
a change in the interest rate to LIBOR + 2.50% from LIBOR + 2.15% and
other term and covenant modifications (see below).
|
Reis Services Bank
Loan
In
connection with the Merger agreement, Private Reis entered into a credit
agreement, dated October 11, 2006, with the Bank of Montreal, Chicago
Branch, as administrative agent and BMO Capital Markets, as lead arranger,
which provides for a term loan of up to an aggregate of $20,000,000 and
revolving loans up to an aggregate of $7,000,000. Loan proceeds were used
to finance $25,000,000 of the cash portion of the Merger consideration and
the remaining $2,000,000 may be utilized for future working capital needs
of Reis Services. The loans are secured by a security interest in
substantially all of the assets, tangible and intangible, of Reis Services
and a pledge by the Company of its membership interest in Reis Services.
Commencing in 2009, the Bank Loan allows for cash of Reis Services to be
distributed to the Company for qualifying operating expenses of the
Company if certain ratios are met, as defined in the credit
agreement.
Reis
Services is required to (1) make principal payments on the term loan
on a quarterly basis commencing on June 30, 2007 in increasing
amounts pursuant to the payment schedule provided in the credit agreement
and (2) permanently reduce the revolving loan commitments on a
quarterly basis commencing on March 31, 2010. Additional principal
payments are payable if Reis Services’s annual cash flow exceeds certain
amounts, as defined in the credit agreement. No additional
payments were required during 2008 or 2007. The final maturity
date of all amounts borrowed pursuant to the credit agreement is
September 30, 2012.
The
interest rate was LIBOR plus 1.50% and LIBOR plus 2.50% at December 31,
2008 and 2007, respectively (LIBOR was 0.44% and 4.60% at December 31,
2008 and 2007, respectively). LIBOR spreads are based on a leverage ratio,
as defined in the credit agreement. Interest spreads could range from a
high of LIBOR plus 3.00% (if the leverage ratio is greater than or equal
to 4.50 to 1.00) to a low of LIBOR plus 1.50% (if the leverage ratio is
less than 2.75 to 1.00). Reis Services also pays a fee on the unused
$2,000,000 portion of the revolving loan of 0.50% per annum, as well as an
annual administration fee of $25,000.
The
Bank Loan requires interest rate protection in an aggregate notional
principal amount of not less than 50% of the outstanding balance of the
Bank Loan for a minimum of three years. An interest rate cap was purchased
for $109,000 in June 2007, which caps LIBOR at 5.50% on $15,000,000 from
June 2007 to June 2010. The fair value of the cap was
approximately $19,000 at December 31, 2007 and it had no value at December
31, 2008. The decrease in the fair value of approximately
$19,000 and $90,000 during the year ended December 31, 2008 and the period
June 1, 2007 to December 31, 2007, respectively, was recorded as interest
expense.
|
Debt
(continued)
In
connection with obtaining the Bank Loan, Reis Services paid fees and
incurred third party costs aggregating approximately $501,000 which are
amortized over the term of the loan. Such costs are included as other
assets in the accompanying financial statements.
Residential
Development Debt
In
April 2005, the Company obtained revolving development and construction
financing for Gold Peak in the aggregate amount of approximately
$28,800,000 (the “Gold Peak Construction Loan”). The Gold Peak
Construction Loan bore interest at LIBOR + 1.65% per annum, was set to
mature in November 2009 and had additional extensions at the Company’s
option upon satisfaction of certain conditions being met by the borrower.
Borrowings occurred as costs were expended and principal repayments were
made as units were sold. In August 2008, the Gold Peak Construction Loan
was retired, utilizing proceeds from condominium unit sales. The Company
had borrowed and repaid approximately $48,522,000 over the 40 month period
that the loan was outstanding. As a result, the remaining unsold units are
unencumbered.
In
December 2004, the Company obtained revolving development and construction
financing for East Lyme in the aggregate amount of approximately
$21,177,000 (the “East Lyme Construction Loan”). The East Lyme
Construction Loan was extended with term modifications in April 2008. The
interest rate for the East Lyme Construction Loan increased from LIBOR +
2.15% to LIBOR + 2.50% over the extension period which matures in June
2009. The extension terms also require periodic minimum principal
repayments if repayments from sales proceeds are not sufficient to meet
required repayment amounts.
The
East Lyme Construction Loan requires the Company to have a minimum GAAP
net worth, as defined, of $50,000,000. The Company may be required to make
an additional $2,000,000 cash collateral deposit for the East Lyme
Construction Loan if net worth, as defined, is below $50,000,000. The
Company is required to maintain a minimum liquidity level at each quarter
end for the East Lyme Construction Loan. As a result of the extension and
modification on the East Lyme Construction Loan, the minimum liquidity
level was reduced to $7,500,000 from $10,000,000, with additional
reductions based upon principal repayments. The required
minimum liquidity level at December 31, 2008 was approximately
$4,297,000.
On
January 15, 2009, the Company made a required minimum principal repayment
of $900,000, reducing the outstanding balance of the East Lyme
Construction Loan to $4,177,000 and the required minimum liquidity level
to approximately $3,397,000.
The
lender for the East Lyme Construction Loan initially provided a $3,000,000
letter of credit to a municipality in connection with the construction of
public roads at the East Lyme project. In January 2008, the letter of
credit requirement was reduced to $1,750,000 by the
municipality. The Company initially posted $1,300,000 of
restricted cash as collateral for this letter of credit. The
balance of the cash collateral included in restricted cash on the
consolidated balance sheets was approximately $1,340,000 and $1,327,000 at
December 31, 2008 and 2007, respectively.
The
Company’s scheduled long-term maturities of all its debt at
December 31, 2008 follows:
|
(amounts
in thousands)
|
||||||
For
the Year Ended December 31,
|
Amount
|
|||||
2009
|
$ | 8,767 | * | |||
2010
|
6,519 | |||||
2011
|
7,361 | |||||
2012
|
5,583 | |||||
Total
|
$ | 28,230 | ||||
*
|
Includes
the remaining $5,077 of the East Lyme Construction Loan due by June
2009.
|
The Company
capitalizes interest related to the development of single family homes and
condominiums under construction to the extent such assets qualify for
capitalization. Approximately, $563,000, $993,000 and $417,000 was
capitalized during the year ended December 31, 2008, the period June 1,
2007 to December 31, 2007 and the period January 1, 2007 to May 31, 2007,
respectively.
|
7. | Income Taxes | ||
The components of the income tax expense (benefit) are as follows: |
For
the Year Ended December 31, 2008
|
For
the Period
June
1, 2007 to
December
31, 2007
|
|||||||||
Current
state and local tax
|
$ | 49,000 | $ | 46,000 | ||||||
Current
Federal alternative minimum tax (“AMT”)
|
90,000 | — | ||||||||
Deferred
Federal tax (benefit)
|
(930,000 | ) | (626,000 | ) | ||||||
Deferred
state and local tax (benefit)
|
(317,000 | ) | (159,000 | ) | ||||||
Income
tax (benefit) expense
|
$ | (1,108,000 | ) | $ | (739,000 | ) |
The reconciliation of income tax computed at the U.S. Federal statutory rate to income tax (benefit) expense for continuing operations is as follows: |
For
the Year Ended
December
31, 2008
|
For
the Period June 1, 2007 to
December 31,
2007
|
|||||||||||||||||
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||
Tax
(benefit) at U.S. statutory rate
|
$ | (3,006,000 | ) | (35.00 | %) | $ | (710,000 | ) | (35.00 | %) | ||||||||
State
tax (credit), net of federal impact
|
(174,000 | ) | (2.03 | %) | (73,000 | ) | (3.59 | %) | ||||||||||
Change
in valuation allowance, net
|
1,966,000 | 22.89 | % | — | — | |||||||||||||
AMT
Taxes
|
90,000 | 1.05 | % | — | — | |||||||||||||
Non-deductible
items
|
16,000 | 0.19 | % | 44,000 | 2.17 | % | ||||||||||||
$ | (1,108,000 | ) | (12.90 | %) | $ | (739,000 | ) | (36.42 | %) |
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amount of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. The net deferred tax liability was approximately
$67,000 and $1,314,000 at December 31, 2008 and 2007, respectively, and is
reflected as a non-current liability in the accompanying consolidated
balance sheets. The significant portion of the deferred tax
items relates to the tax benefit of impairment charges before allowances
and NOL carryforwards as they relate to deferred tax assets and the
deferred tax liability resulting from the intangible assets recorded at
the time of the Merger in accordance with the provisions of SFAS No.
141. Significant components of the Company’s deferred tax
assets and liabilities are as follows:
|
December 31,
|
||||||||||
2008
|
2007
|
|||||||||
Deferred
Tax Assets
|
||||||||||
Net
operating loss carryforwards
|
$ | 5,613,083 | $ | 20,338,701 | ||||||
Asset
basis differences — tax amount greater than book
value
|
9,319,091 | 5,884,636 | ||||||||
Liability
reserves
|
328,576 | 322,799 | ||||||||
Reserve
for option cancellations
|
23,169 | 218,719 | ||||||||
Stock
compensation plans
|
1,070,545 | 465,850 | ||||||||
AMT
credit carryforwards
|
1,033,371 | 943,461 | ||||||||
Other
|
80,801 | 93,476 | ||||||||
17,468,636 | 28,267,642 | |||||||||
Valuation
allowance
|
(9,204,547 | ) | (20,499,626 | ) | ||||||
Total
deferred tax assets
|
8,264,089 | 7,768,016 |
Deferred
Tax Liabilities
|
||||||||||
Acquired
asset differences – book value greater than tax
|
(7,706,721 | ) | (8,698,898 | ) | ||||||
Asset
basis differences — carrying amount value greater than
tax
|
(623,948 | ) | (382,698 | ) | ||||||
Total
deferred tax liabilities
|
(8,330,669 | ) | (9,081,596 | ) | ||||||
Net
deferred tax (liability)
|
$ | (66,580 | ) | $ | (1,313,580 | ) |
Income Taxes
(continued)
As
a result of an election under Section 382 of the Internal Revenue Code and
regulations related thereto, the Company changed its original estimate of
the tax operating loss attributable to Wellsford for the five month period
ended May 31, 2007 just prior to the Merger. This election was
made by the Company when it filed its fiscal 2007 consolidated Federal
income tax return. The impact of this change resulted in an increase above
the original estimate of the net operating loss (“NOL”) for the
consolidated entity for the 2007 period subsequent to the
Merger. As a result of this election, the Company recorded a
tax benefit of $1,165,000 during the three months ended June 30,
2008.
During
the seven month period subsequent to the Merger, the Company generated an
NOL of approximately $4,600,000 which may be utilized against consolidated
taxable income through 2027 and is not subject to an annual
limitation.
Private
Reis had NOL carryforwards aggregating approximately $9,200,000 at
December 31, 2008, expiring in the years 2019 to 2026. These losses
may be utilized against consolidated taxable income, subject to a
$5,300,000 annual limitation.
The Company separately has NOLs which resulted from the Company’s
merger with Value Property Trust (“VLP”) in 1998 and its operating losses
in 2004, 2006 and 2007 (prior to the Merger). There is an annual
limitation on the use of such NOLs after an ownership change, pursuant to
Section 382 of the Internal Revenue Code (the “Code”). As a result of
the Merger, the Company has experienced such an ownership change which has
resulted in a new annual limitation of $2,779,000. As a result of the new
annual limitation and expirations, the Company expects that it could only
potentially utilize approximately $34,610,000 of these remaining NOLs at
December 31, 2008. Of such amount, approximately $7,351,000 will
expire in 2010. A further requirement of the tax rules is that after a
corporation experiences an ownership change, it must satisfy the
continuity of business enterprise, or COBE, requirement (which generally
requires that a corporation continue its historic business or use a
significant portion of its historic business assets in its business for
the two-year period beginning on the date of the ownership change) to be
able to utilize NOLs generated prior to such ownership
change. Although the Company believes there is a basis for
concluding that the COBE requirements were met at December 31, 2008,
management concluded that the Company could not meet the more likely than
not criteria for recognizing a deferred tax asset relating to such losses
for GAAP accounting purposes.
SFAS No. 109
requires a valuation allowance to reduce the deferred tax assets if, based
on the weight of the evidence, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Accordingly, management has determined that a valuation allowance of
approximately $9,205,000 and $20,500,000 at December 31, 2008 and 2007,
respectively, was necessary. The allowances at December 31, 2008 and 2007
relate primarily to AMT credits and to the excess of a portion of the tax
basis of certain real estate development assets over their respective
financial statement basis and, in 2007, to existing NOLs of the Company.
The allowance was reduced significantly at December 31, 2008, as a result
of the above described determination that the more likely than not
criteria could not be met with respect to all of the Company’s NOLs
existing at the time of the Merger. In addition, approximately
$17,300,000 of such NOLs expired during 2008. Together, these
resulted in a $13,152,000 reduction in the NOL asset and the previously
established allowance related thereto during 2008.
The
Company recorded the tax benefits of certain tax assets of approximately
$2,378,000 as part of the purchase price allocation relating to the Merger
in 2007.
The
Company adopted the provisions of FIN 48 as of January 1, 2007, which
adoption did not impact the Company’s financial position. The
Company’s reserve for unrecognized tax benefits was approximately $510,000
and $993,000 at December 31, 2008 and 2007, respectively. The
reduction in 2008 results from a resolution of two of the unrecognized tax
benefits, offset by interest accruals on other unrecognized
items. Interest and penalties related to these tax provisions
were primarily included in general and administrative expenses during 2007
and prior years and approximated $80,000 and $438,000 at December 31, 2008
and 2007, respectively.
|
Income Taxes
(continued)
A reconciliation of the unrecognized tax benefits for
the years ended December 31, 2008 and 2007 follows:
|
For
the Years Ended December 31,
|
||||||||||
2008
|
2007
|
|||||||||
Balance
at beginning of period
|
$ | 993,000 | $ | 844,000 | ||||||
Additions
for provisions related to prior years
|
23,000 | 149,000 | ||||||||
Resolution
of matters during the period
|
(506,000 | ) | — | |||||||
Balance
at end of period
|
$ | 510,000 | $ | 993,000 |
The Company expects
that approximately $95,000 of the 2008 balance will be resolved in
2009. The Company had expected that approximately one-half of
the 2007 balance would be resolved during 2008 related to the unrecognized
tax positions taken in 2007 and prior years.
The
parent company and its subsidiaries have never been audited by the Federal
tax authorities and tax returns are open from 2004 to 2007. In
addition, acquired VLP net operating loss carryforwards are open for the
years 1994, 1996 and 1998 for operating losses generated during those
periods. Tax returns are open for the parent company and a
subsidiary with state and local tax authorities for the years 2001 to
2007. The tax years for another subsidiary, operating in a
different state, are open from 2004 to 2007.
Private
Reis has been audited by the Federal tax authorities through the year
ended October 31, 2006. State and local tax returns are open from 2004 to
2007. In addition, tax returns are open from 2000 to 2002 to
the extent of net operating losses generated during these periods by
Private Reis.
|
|||
8. | Transactions With Affiliates | ||
The following table details costs and expenses for transactions with affiliates for the identified periods: |
For
the Year Ended
December
31, 2008
|
For
the Period
June
1, 2007 to
December 31,
2007
|
For
the Period
January
1, 2007
to May 31, 2007
|
For
the Year
Ended
December 31,
2006
|
|||||||||||||||
(Going
Concern Basis)
|
(Liquidation
Basis)
|
|||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||
Fees
to our partners, or their affiliates, on residential development
projects:
|
||||||||||||||||||
East
Lyme
|
$ | 250,000 | $ | 146,000 | $ | 104,000 | $ | 500,000 | ||||||||||
Claverack
|
— | — | — | 100,000 | ||||||||||||||
Total
costs and expenses
|
$ | 250,000 | $ | 146,000 | $ | 104,000 | $ | 600,000 |
Prior
to the Merger, the Company had a preferred equity investment in Private
Reis through Wellsford Capital, representing approximately 23% of Private
Reis’s equity on an as converted to common stock basis. See Notes 1
and 3 regarding the Merger and additional information about
Reis.
Prior
to September 2006, a portion of the Company’s investment in Private Reis
was held through Reis Capital Holdings, LLC (“Reis Capital”), a company
which was organized to hold this investment. The Company had an
approximate 51.09% non-controlling interest in Reis Capital. In September
2006, the members of Reis Capital approved the dissolution of this entity
and distributed the Reis shares directly to the members in October
2006.
|
Transactions
With Affiliates (continued)
Mr.
Lowenthal, the Company’s former President and Chief Executive Officer, who
currently serves on the Company’s board of directors, was selected by the
Company to also serve as the Company’s representative on the board of
directors of Private Reis and had done so from the third quarter of 2000
through the Merger. Jeffrey Lynford and Mr. Lowenthal recused
themselves from any investment decisions made by the Company pertaining to
Private Reis, including the authorization by the Company’s board of
directors to approve the Merger.
Upon
the completion of the Merger and the settlement of certain outstanding
loans, Lloyd Lynford and Jonathan Garfield, both executive officers and
directors of Private Reis, became the Chief Executive Officer and
Executive Vice President, respectively, of the Company and both became
directors of the Company. The Company’s former Chief Executive Officer and
Chairman, Jeffrey Lynford, remained Chairman of the Company. Lloyd Lynford
and Jeffrey Lynford are brothers. The merger agreement provided that the
outstanding loans to Lloyd Lynford and Mr. Garfield aggregating
approximately $1,305,000 be simultaneously satisfied with 159,873 of the
Company’s shares received by them in the Merger.
In
February 2005, the Company acquired a 10 acre parcel in Beekman, New
York for a purchase price of $650,000. The Company also entered into a
contract to acquire a contiguous 14 acre parcel, the acquisition of
which was conditioned upon site plan approval to build a minimum of 60
residential condominium units (together, these land parcels are referred
to as “Beekman”). The Company’s $300,000 deposit in connection with this
contract was secured by a first mortgage lien on the
property.
In
2005, as a result of various uncertainties, including that governmental
approvals and development processes may take an indeterminate period, the
board of directors authorized the sale of the Beekman interests to Jeffrey
Lynford and Mr. Lowenthal, or a company in which they have ownership
interests, at the greater of the Company’s aggregate costs or the
appraised values. In January 2006, a company which was owned by Jeffrey
Lynford and Mr. Lowenthal, the principal of the Company’s joint
venture partner in the East Lyme project, and others acquired the Beekman
project at the Company’s aggregate cost of approximately $1,297,000 in
cash. This was accomplished through a sale of the entities that owned the
Beekman assets. In connection with this transaction, the Company’s
subsidiary holding the approximate $14,721,000 balance of deferred
compensation assets in a Rabbi Trust and the equivalent related
liabilities, which were payable to Jeffrey Lynford and Mr. Lowenthal,
was acquired by a company which is owned by these individuals and
others. See Note 9 for additional information on the Rabbi
Trust.
See
Notes 1 and 3 for additional related party
information.
|
|||
9. | Stockholders’ Equity | ||
The following table presents information regarding the Company’s stock: |
December
31,
|
||||||||||
2008
|
2007
|
|||||||||
Common
stock, 101,000,000 shares authorized, $0.02 par value per
share
|
10,988,623 | 10,984,517 |
The
Company issued 6,506 shares in November 2008 to satisfy the settlement of
RSUs related to a director that retired from our board in May
2008.
In December 2008, the Board authorized a repurchase program of
shares of the Company’s common stock up to an aggregate amount of
$1,500,000. Purchases under the program may be made from
time-to-time in the open market or through privately negotiated
transactions. Depending on market conditions, financial
developments and other factors, these purchases may be commenced or
suspended at any time, or from time-to-time, without prior notice and may
be expanded with prior notice. As of December 31, 2008, the
Company had repurchased and cancelled 2,400 shares at an average price of
$3.66 per common share, aggregating approximately $9,000. No repurchases
were made prior to December 15, 2008 or during 2007.
The
Company has entered into a trading plan pursuant to Securities Exchange
Act Rule 10b5-1, permitting open market purchases of common stock during
blackout periods consistent with the Company’s “Policies for Transactions
in Reis Stock and Insider Trading and Tipping.” During January
and February of 2009, the Company purchased an additional 10,300 shares
of
|
Stockholders’
Equity (continued)
common stock at an average price of $4.59 per
share. From the inception of the share repurchase program
through February 28, 2009, the Company had purchased an aggregate of
12,700 shares of common stock at an average price of $4.42 per share, for
an aggregate of $56,000 (leaving approximately $1,444,000 that may yet be
purchased under the program).
The
Company did not declare or distribute any dividends during the years ended
December 31, 2008, 2007 and 2006.
During
2001 and in the preceding years, Wellsford had issued shares of common
stock to executive officers and other employees, which officers and
employees could have elected to contribute into the Rabbi Trust. At
December 31, 2005, an aggregate of 256,487 shares of common
stock, were in the Rabbi Trust for the benefit of Jeffrey Lynford and
Mr. Lowenthal and classified as Treasury Stock in the Company’s
consolidated financial statements. Historically, awards of stock vested
over various periods ranging from two to five years, as long as the
officer or employee was still employed by the Company. In
January 2006, the subsidiary holding the balance of the shares in the
Rabbi Trust as well as all other assets held by the Rabbi Trust were
acquired by an entity owned by Jeffrey Lynford and Mr. Lowenthal and
others along with the acquisition of the Beekman assets. The Company was
relieved of the remaining deferred compensation liability which amounted
to approximately $14,721,000 at December 31, 2005.
|
|||
10. | Stock Plans and Other
Incentives
During
1997 and 1998, the Company adopted certain incentive plans (the “1997 and
1998 Incentive Plans”) for the purpose of attracting and retaining the
Company’s directors, officers and employees. As a result of an
amendment to the 1997 and 1998 Incentive Plans which was approved by the
stockholders on May 30, 2007, awards can be made to all employees of
the Company, not just key employees. By March 10, 2008, the
ability to issue options, restricted stock units (“RSUs”) or stock awards
under the 1997 and 1998 Incentive Plans fully expired. At the
May 29, 2008 annual meeting of stockholders, the Company’s stockholders
approved the adoption of a new management incentive plan which provides
for up to 1,000,000 shares to be available for future grants (the “2008
Incentive Plan” or, when referred to in the aggregate with the 1997 and
1998 Incentive Plans, the “Incentive Plans”). Awards granted
under the Incentive Plans expire ten years from the date of grant and vest
over periods ranging generally from three to five years for
employees.
Option
Awards
The
following table presents the changes in options outstanding for the years
ended December 31, 2008, 2007 and 2006, as well as other plan
data:
|
December 31,
|
||||||||||||||||||||||||||
2008
|
2007
|
2006
|
||||||||||||||||||||||||
Options
|
Weighted-Average
Exercise
Price
|
Options
|
Weighted-Average
Exercise
Price
|
Options
|
Weighted-
Average
Exercise
Price
|
|||||||||||||||||||||
Outstanding
at beginning of period
|
615,848 | $ | 8.34 | 1,414,876 | $ | 5.68 | 1,845,584 | $ | 5.65 | |||||||||||||||||
Granted
|
— | $ | — | 683,931 | $ | 10.07 | — | $ | — | |||||||||||||||||
Exercised
|
— | $ | — | (940,457 | ) | $ | (5.81 | ) | (175,559 | ) | $ | (5.74 | ) | |||||||||||||
Cancelled
through cash settlement
|
(22,155 | ) | $ | (4.72 | ) | (278,571 | ) | $ | (5.67 | ) | (237,426 | ) | $ | (5.14 | ) | |||||||||||
Forfeited/cancelled/expired
|
(65,220 | ) | $ | (8.03 | ) | (263,931 | ) | $ | (10.43 | ) | (17,723 | ) | $ | (8.39 | ) | |||||||||||
Outstanding
at end of period
|
528,473 | $ | 8.53 | 615,848 | $ | 8.34 | 1,414,876 | $ | 5.68 | |||||||||||||||||
Options
exercisable at end of period
|
220,473 | $ | 6.65 | 195,848 | $ | 5.10 | 1,414,876 | $ | 5.68 | |||||||||||||||||
Options
exercisable which can be settled in cash
|
136,473 | $ | 4.68 | 195,848 | $ | 5.10 | 1,414,876 | $ | 5.68 | |||||||||||||||||
Weighted
average fair value of options granted per year
(per option)
|
$ | — | $ | 2.67 | $ | — | ||||||||||||||||||||
Weighted
average remaining contractual life at end of period
|
7.0
years
|
7.4
years
|
1.6
years
|
Stock
Plans and Other Incentives (continued)
In
connection with the Merger, 340,000 options were granted to six key
employees on May 30, 2007 with an exercise price of $10.40 per
option. These options vest ratably over five years. An additional 100,000
options were granted to employees in August 2007 with an exercise price of
$7.50 per option. These options vest ratably over five years. These awards
are treated as equity awards based on their respective terms and the fair
value of each award is charged to compensation expense on a straight-line
basis at the corporate level over the vesting period. No option
awards were granted during the years ended December 31, 2008 and
2006.
In
January 2006, the Board authorized amendments to the then outstanding
options, after the adoption of the Plan, to allow an option holder to
receive from the Company, in cancellation of the holder’s option, a cash
payment with respect to each cancelled option equal to the amount by which
the fair market value of the share of stock underlying the option exceeds
the exercise price of such option. In March 2006, the Company and the
option holders executed amended option agreements to reflect this and
other adjustments and changes. The Company accounts for these options as
liability awards and recorded a provision during the first quarter of 2006
aggregating approximately $4,227,000 to reflect the modification
permitting an option holder to receive a net cash payment in cancellation
of the holder’s option based upon the fair value of an option in excess of
the exercise price. The liability balance is adjusted at the end of each
reporting period to reflect (1) the net cash payments to option
holders made during each period, (2) the impact of the exercise of
options and (3) the changes in the market price of the Company’s
common stock. The change in the liability is reflected in the statement of
changes in net assets in liquidation through May 31, 2007. At
May 31, 2007, the liability for options which could be settled in cash was
approximately $7,269,000 based upon the difference in the closing stock
price of the Company of $11.00 per share and the individual exercise
prices of all outstanding “in-the-money” options at that
date.
At
December 31, 2007, the option liability was approximately $527,000 based
upon the difference in the closing stock price of the Company at December
31, 2007 of $7.68 per share and the individual exercise prices of the
outstanding 178,124 “in-the-money” options that are accounted for as a
liability award at that date.
At
December 31, 2008, the option liability was approximately $56,000 based
upon the difference in the closing stock price of the Company at December
31, 2008 of $5.00 per share and the individual exercise prices of the
outstanding 101,025 “in-the-money” options that are accounted for as a
liability award at that date. Changes in the settlement value of option
awards treated under the liability method as defined by
SFAS No. 123R are reflected as income or expense in the
statements of operations under the going concern basis of accounting. The
Company recorded a compensation benefit of approximately $416,000 and
$1,847,000 for the year ended December 31, 2008 and for the period June 1,
2007 to December 31, 2007, respectively, in general and administrative
expenses in the statement of operations as a result of the stock price
declines during those periods.
During the year
ended December 31, 2008, an aggregate of 22,155 options were settled with
net cash payments aggregating approximately $55,000.
During the year ended December 31, 2007, an aggregate of 278,571
options were settled with a net cash payment of approximately
$560,000. In addition, in a series of transactions in June 2007
Jeffrey Lynford tended certain shares of common stock he owned as payment
for the exercise price for 891,949 options. Further, he reduced the number
of shares he would ultimately receive in this exercise transaction to
satisfy his tax obligation of approximately $2,072,000 in cash (which was
retained by the Company to pay for his applicable withholding taxes and
was treated as an option cancellation payment). As a result, he
received a net of 212,070 shares of the Company’s common stock upon the
completion of this exercise. Pursuant to his option agreements,
Jeffrey Lynford received “reload” options to purchase 243,931 shares of
the Company’s common stock which had an exercise price of $10.67 per
option reflecting the market value of the Company’s stock at the date of
the grant. These reload options, which were treated as an
equity award for accounting purposes, expired on December 31, 2007 and did
not have a net cash settlement feature. No other options were
settled with a net cash payment during 2007.
During
the year ended December 31, 2006, an aggregate of 237,426 options
were settled with cash payments aggregating approximately
$668,000.
|
Stock Plans and Other
Incentives (continued)
The following table presents additional option details
at December 31, 2008 and 2007:
|
Options
Outstanding and Exercisable
at
December 31, 2008
|
Options
Outstanding and Exercisable
at
December 31, 2007
|
|||||||||||||||||||||||||||||||
Range
of Exercise Prices
|
Outstanding
|
Remaining
Contractual
Life
(Years)
|
Weighted
Average
Exercise
Price
|
Intrinsic
Value*
|
Outstanding
|
Remaining
Contractual
Life
(Years)
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||||||||||
$ | 4.09 to $4.55 | 70,895 | 3.20 | $ | 4.38 | $ | 43,955 | 79,757 | 3.79 | $ | 4.39 | |||||||||||||||||||||
$ | 4.60 | 30,130 | 0.94 | 4.60 | 12,052 | 34,561 | 1.75 | 4.60 | ||||||||||||||||||||||||
$ | 5.03 | — | — | — | — | 28,358 | 0.79 | 5.03 | ||||||||||||||||||||||||
$ | 5.24 to $5.43 | 35,448 | 3.97 | 5.34 | — | 35,448 | 4.97 | 5.34 | ||||||||||||||||||||||||
$ | 7.50 | 72,000 | 8.63 | 7.50 | — | 80,000 | 9.63 | 7.50 | ||||||||||||||||||||||||
$ | 8.89 | — | — | — | — | 17,724 | 0.21 | 8.89 | ||||||||||||||||||||||||
$ | 10.40 | 320,000 | 8.41 | 10.40 | — | 340,000 | 9.42 | 10.40 | ||||||||||||||||||||||||
528,473 | 7.02 | 8.53 | $ | 56,007 | 615,848 | 7.37 | 8.34 | |||||||||||||||||||||||||
*
|
The
intrinsic value at December 31, 2008 is the amount by which the fair value
of the Company’s stock price exceeds the exercise price of an
option. For purposes of this calculation, the Company’s closing
stock price was $5.00 per share on December 31, 2008.
|
The
Black-Scholes option pricing model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option pricing models require the input
of highly subjective assumptions including the expected share price
volatility. Because the Company’s employee share options have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect
the fair value estimate, in management’s opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its
employee share options.
The
following table includes the assumptions that were made and the estimated
fair value for option grants in 2007 (no option awards were granted during
the years ended December 31, 2008 and 2006):
|
2007
Grants*
|
||||||
Dividend
yield
|
— | |||||
Risk-free
interest
rate
|
4.39%
to 4.84
|
% | ||||
Expected
life
|
7.0
years
|
|||||
Estimated
volatility
|
23.3%
to 24.0
|
% | ||||
Weighted
average fair value of options granted (per option)
|
$ | 3.66 | ||||
*
|
Excludes
the grant of reload options to Jeffrey Lynford which had a life at the
date of grant of approximately six months, the estimated volatility was
23.1% and the risk-free interest rate was 4.95% to compute a Black-Scholes
value of $0.89 per option. When combined with the other grants
in 2007, the weighted average fair value of options granted (per option)
is reduced to $2.67 per option from $3.66 per option.
|
RSU
Awards
The
following table presents the changes in RSUs outstanding for the years
ended December 31, 2008 and 2007:
|
December
31,
|
||||||||||
2008
|
2007
|
|||||||||
Outstanding
at beginning of period
|
208,400 | — | ||||||||
Granted
|
161,226 | 219,800 | ||||||||
Common
stock delivered
|
(6,506 | ) | — | |||||||
Forfeited
|
(19,800 | ) | (11,400 | ) | ||||||
Outstanding
at end of period
|
343,320 | 208,400 | ||||||||
Intrinsic
value at December 31, 2008*
|
$ | 1,716,600 | ||||||||
*
|
For
purposes of this calculation, the Company’s closing stock price was $5.00
per share on December 31, 2008.
|
Stock
Plans and Other Incentives (continued)
In
connection with the Merger, Lloyd Lynford and Mr. Garfield were
granted 100,000 and 46,000 RSUs, respectively, which upon meeting certain
performance thresholds vest over a three year period. This award is
treated as an equity award and the grant date fair value of $10.40 per RSU
(which was determined based on the closing stock price of the Company’s
common stock on May 31, 2007) is charged to compensation expense at the
corporate level on a graded schedule over the vesting period. At the time
of the award and at December 31, 2008 and 2007, the Company believed that
the required performance threshold to fully vest the RSUs over the three
year period would be met.
At
the Merger date, 123 employees were granted an aggregate of 73,800
RSUs which vest after three years of service and have a grant date value
of $10.40 per RSU (which was determined based on the closing stock price
of the Company’s common stock on May 31, 2007). This award is treated as
an equity award and the grant date fair value is charged to compensation
expense at the corporate level over the vesting periods.
In
February 2008, an aggregate of 100,000 RSUs were granted to employees
which vest one-third a year over three years and had a grant date fair
value of $7.20 per RSU (which was determined based on the closing stock
price of the Company’s common stock on February 28, 2008). This award is
treated as an equity award and the grant date fair value is charged to
compensation expense at the corporate level over the vesting
periods.
During
2008, an aggregate of 61,226 RSUs were granted to non-employee directors
satisfying the equity component of their compensation which is comprised
of 40,114 RSUs (with an average grant date fair value of $5.64 per RSU)
for the nine months ended September 30, 2008 and 21,112 RSUs (with an
average grant date fair value of $7.73 per RSU) for the period June 1,
2007 to December 31, 2007. In January 2009, an additional
13,800 RSUs in the aggregate were granted to non-employee directors (with
a grant date fair value of $5.00 per RSU) related to the equity component
of their compensation for the three months ended December 31,
2008. In each case, the grant date fair value was determined as
of the last trading day of the quarter for which the RSUs were being
received as compensation. The RSUs are immediately vested, but
are not deliverable to non-employee directors until six months after
termination of their service as a director. The Company issued
6,506 shares in November 2008 to satisfy the settlement of RSUs related to
a director that retired from our board in May 2008.
Option and RSU Expense
Information
The
Company recorded non-cash compensation expense of approximately $1,457,000
and $1,123,000, including approximately $295,000 and $163,000 related to
non-employee director equity compensation, for the year ended December 31,
2008 and the period June 1, 2007 to December 31, 2007, related to all
stock options and RSUs accounted for as equity awards, as a component of
general and administrative expenses in the statement of
operations.
At
December 31, 2008, the total compensation cost related to outstanding,
non-vested equity awards of options and RSUs that is expected to be
recognized as compensation cost in the future aggregates approximately
$1,844,000.
|
For
the Year Ended December 31,
|
Options
|
RSUs
|
Total
|
|||||||||||
2009
|
$ | 271,000 | $ | 557,000 | $ | 828,000 | ||||||||
2010
|
271,000 | 316,000 | 587,000 | |||||||||||
2011
|
271,000 | 37,000 | 308,000 | |||||||||||
2012
|
121,000 | — | 121,000 | |||||||||||
$ | 934,000 | $ | 910,000 | $ | 1,844,000 |
11. | Commitments and Contingencies | ||
From
time-to-time, legal actions may be brought against the Company in the
ordinary course of business. There can be no assurance that such matters
will not have a material adverse effect on the Company’s financial
condition, results of operations or cash flows.
The Company is a tenant under one operating lease for office space in New York. The current corporate office space expires in September 2016. The lease for the historic Wellsford office space expired in August 2008, and other former Private Reis office space expired in March 2008. Rent expense was approximately $2,244,000 for the year ended December 31, 2008 and $1,474,000 for the period June 1, 2007 to December 31, 2007, which includes base rent plus other charges including, but not limited to, real estate taxes and maintenance costs in excess of base year amounts. In
connection with the lease for the current corporate office space, the
Company provided a letter of credit through a bank, to the lessor. The
letter of credit requirement was approximately $216,000 which was replaced
by a certificate of deposit issued by that bank. The certificate of
deposit is included in Restricted Cash and Investments in the Consolidated
Balance Sheet at December 31, 2008 and 2007.
Future
minimum lease payments under operating leases at December 31, 2008
are as follows:
|
(amounts
in thousands)
|
||||||
For
the Year Ended December 31,
|
Amount
|
|||||
2009
|
$ | 1,361 | ||||
2010
|
1,388 | |||||
2011
|
1,415 | |||||
2012
|
1,444 | |||||
2013
|
1,473 | |||||
Thereafter
|
4,069 | |||||
Total
|
$ | 11,150 |
The
Company had an accrual of approximately $102,000 for accrued net lease
abandonment costs at December 31, 2007 related to the other former Private
Reis offices, which was satisfied in March 2008.
The
Company has two separate defined contribution savings plans pursuant to
Section 401 of the Internal Revenue Code. For the historic Wellsford Plan,
employer contributions, if any, are made based upon a discretionary amount
determined by the Company’s management. The Company made contributions to
this plan of approximately $23,000, $23,000 and $28,000 for the years
ended December 31, 2008, 2007 and 2006. For the historic Private Reis
plan, the Company matches contributions to the extent of 25% of the
employee’s contribution, up to 4% of the employee’s salary. The Company
made contributions to this plan of approximately $65,000 for the year
ended December 31, 2008 and approximately $35,000 for the period June 1,
2007 to December 31, 2007.
|
|||
12. | Fair Value of Financial Instruments | ||
At December 31, 2008 and 2007, the Company’s financial instruments
included receivables, payables, accrued expenses, other liabilities and
debt. The fair values of these financial instruments, excluding the debt,
were not materially different from their recorded values at December 31,
2008 and 2007. All of the Company’s debt at December 31,
2008 and 2007 was floating rate based. Regarding the Bank Loan,
the fair value of this debt is estimated to be approximately $20,800,000
which is lower than the recorded amount of $22,750,000 at December 31,
2008. The estimated fair value reflects the effect of higher
interest rate spreads and interest rate floors on debt being issued under
current market conditions, as compared to the conditions that existed when
the Bank Loan was obtained. At December 31, 2007, the recorded
amount of the Bank Loan was equal to the fair value. Regarding
the East Lyme Construction Loan, this debt matures in June 2009 and is
guaranteed by the Company. The Company determined that the
recorded amount of this debt is equal to its fair value at December 31,
2008 and 2007. The fair value of the Company’s interest rate cap was
approximately $19,000 at December 31, 2007. The interest
rate cap had no value at December 31, 2008. See Note 6 for more
information about the Company’s debt.
|
13. | Summarized Consolidated Quarterly Information (Unaudited) | ||
Summarized consolidated and condensed quarterly financial information is as follows: |
(amounts in thousands)
|
2008
|
|||||||||||||||||
For
the Three
Months Ended March 31 |
For
the Three
Months
Ended
June
30
|
For
the Three
Months
Ended
September
30
|
For
the Three
Months
Ended
December
31
|
|||||||||||||||
Going
Concern Basis
|
||||||||||||||||||
Revenue:
|
||||||||||||||||||
Subscription
revenue
|
$ | 6,411 | $ | 6,505 | $ | 6,524 | $ | 6,411 | ||||||||||
Revenue
from sales of residential units
|
8,384 | 6,399 | 5,039 | 1,947 | ||||||||||||||
Total
revenue
|
14,795 | 12,904 | 11,563 | 8,358 | ||||||||||||||
Cost
of sales:
|
||||||||||||||||||
Cost
of sales of subscription revenue
|
1,329 | 1,377 | 1,413 | 1,355 | ||||||||||||||
Cost
of sales of residential units
|
6,928 | 5,524 | 4,553 | 1,248 | ||||||||||||||
Impairment
loss on real estate assets
|
— | — | — | 9,708 | ||||||||||||||
Total
cost of sales
|
8,257 | 6,901 | 5,966 | 12,311 | ||||||||||||||
Gross
profit
|
6,538 | 6,003 | 5,597 | (3,953 | ) | |||||||||||||
Total
operating expenses
|
5,551 | 6,064 | 5,777 | 4,786 | ||||||||||||||
Total
other income (expenses)
|
(139 | ) | (107 | ) | (102 | ) | (247 | ) | ||||||||||
Income
(loss) before income taxes
|
848 | (168 | ) | (282 | ) | (8,986 | ) | |||||||||||
Income
tax expense (benefit)
|
400 | (1,192 | ) | (73 | ) | (243 | ) | |||||||||||
Net
income (loss)
|
$ | 448 | $ | 1,024 | $ | (209 | ) | $ | (8,743 | ) | ||||||||
Net
income (loss) per common share:*
|
||||||||||||||||||
Basic
|
$ | 0.04 | $ | 0.09 | $ | (0.02 | ) | $ | (0.80 | ) | ||||||||
Diluted
|
$ | 0.01 | $ | 0.09 | $ | (0.02 | ) | $ | (0.80 | ) | ||||||||
Weighted
average number of common shares outstanding:
|
||||||||||||||||||
Basic
|
10,985 | 10,985 | 10,985 | 10,986 | ||||||||||||||
Diluted
|
11,179 | 11,065 | 10,985 | 11,149 | ||||||||||||||
* |
Aggregate
quarterly earnings per share amounts may not equal annual or period to
date amounts presented elsewhere in these consolidated financial
statements due to rounding differences.
|
Summarized Consolidated Quarterly Information (Unaudited) (continued) |
(amounts in thousands) |
2007
|
|||||||||
March
31
|
May
31
|
|||||||||
Liquidation
Basis
|
||||||||||
Net
assets in liquidation
|
$ | 57,504 | $ | 51,923 | ||||||
Per
share
|
$ | 8.65 | $ | 7.76 | ||||||
Common
stock outstanding at each respective date
|
6,647 | 6,695 |
2007
|
||||||||||||||
For
the Period
June
1 to June 30
|
For
the Three
Months Ended September 30 |
For
the Three
Months
Ended
December 31
|
||||||||||||
Going
Concern Basis
|
||||||||||||||
Revenue:
|
||||||||||||||
Subscription
revenue
|
$ | 1,874 | $ | 6,343 | $ | 6,398 | ||||||||
Revenue
from sales of residential units
|
1,157 | 12,827 | 7,768 | |||||||||||
Total
revenue
|
3,031 | 19,170 | 14,166 | |||||||||||
Cost
of sales:
|
||||||||||||||
Cost
of sales of subscription revenue
|
404 | 1,256 | 1,261 | |||||||||||
Cost
of sales of residential units
|
950 | 11,208 | 6,493 | |||||||||||
Impairment
loss on real estate assets
|
— | — | 3,149 | |||||||||||
Total
cost of sales
|
1,354 | 12,464 | 10,903 | |||||||||||
Gross
profit
|
1,677 | 6,706 | 3,263 | |||||||||||
Total
operating expenses
|
733 | 5,888 | 6,626 | |||||||||||
Total
other income (expenses)
|
(105 | ) | (170 | ) | (153 | ) | ||||||||
Income
(loss) before income taxes
|
839 | 648 | (3,516 | ) | ||||||||||
Income
tax expense (benefit)
|
4 | 332 | (1,075 | ) | ||||||||||
Net
income (loss)
|
$ | 835 | $ | 316 | $ | (2,441 | ) | |||||||
Net
income (loss) per common share:*
|
||||||||||||||
Basic
|
$ | 0.08 | $ | 0.03 | $ | (0.22 | ) | |||||||
Diluted
|
$ | (0.03 | ) | $ | (0.03 | ) | $ | (0.22 | ) | |||||
Weighted
average number of common shares outstanding:
|
||||||||||||||
Basic
|
10,977 | 10,985 | 10,985 | |||||||||||
Diluted
|
11,152 | 11,259 | 10,985 | |||||||||||
* |
Aggregate
quarterly earnings per share amounts may not equal annual or period to
date amounts presented elsewhere in these consolidated financial
statements due to rounding differences.
|
Exhibit 21.1 | ||
Subsidiaries of the Registrant | ||
The following is a list of subsidiaries of the Registrant, Reis, Inc. with the respective state of organization as of December 31, 2008: |
Subsidiary
|
State
|
|||
Wellsford
Capital
|
Maryland
|
|||
Wellsford
Capital Properties, L.L.C.
|
Delaware
|
|||
Wellsford
Finance, L.L.C.
|
Delaware
|
|||
Wellsford
CRC Holding Corp.
|
Maryland
|
|||
Clairborne
Fordham Tower, LLC
|
Delaware
|
|||
Creamer
Vitale Wellsford L.L.C.
|
Delaware
|
|||
Wellsford
Fordham Tower, L.L.C.
|
Delaware
|
|||
Wellsford
Park Highlands Corp.
|
Colorado
|
|||
Park
at Highlands L.L.C.
|
Colorado
|
|||
Red
Canyon at Palomino Park L.L.C.
|
Colorado
|
|||
Silver
Mesa at Palomino Park L.L.C.
|
Colorado
|
|||
Green
River at Palomino Park L.L.C.
|
Colorado
|
|||
Gold
Peak at Palomino Park L.L.C.
|
Colorado
|
|||
Palomino
Park Telecom L.L.C.
|
Colorado
|
|||
Parkside
Café at Palomino Park, Inc.
|
Colorado
|
|||
Palomino
Park Owners Association
|
Colorado
|
|||
Palomino
Park Public Improvements Corp.
|
Colorado
|
|||
Wellsford
Commercial Properties Trust
|
Maryland
|
|||
Wellsford
Ventures, Inc.
|
Maryland
|
|||
Reis
Services, LLC
|
Delaware
|
|||
Wellsford
Mantua LLC
|
Delaware
|
|||
East
Lyme Housing Ventures, LLC
|
Delaware
|
|||
Claverack
Housing Ventures, LLC
|
Delaware
|
|||
Orchards II
Ventures LLC
|
Delaware
|
Exhibit 23.1 | |||
Consent of Independent Registered Public Accounting Firm | |||
We consent to the
incorporation by reference in (i) the Registration Statement (Form S-8 No.
333-80539) of Reis, Inc. (the “Company”), pertaining to the Company’s 1998
Management Incentive Plan and (ii) the Registration Statement (Form S-8
No. 333-151410) pertaining to the Company’s 2008 Omnibus Incentive Plan of
our report dated March 10, 2009 with respect to the consolidated financial
statements of Reis, Inc., included in the Annual Report (Form 10-K) for
the year ended December 31, 2008.
|
|||
/s/ ERNST & YOUNG LLP | |||
Chicago,
Illinois
March
10, 2009
|
Exhibit 31.1 | ||
CERTIFICATION
PURSUANT TO
17
CFR 240.13a-14(a),
AS
ADOPTED PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
|
||
I, Lloyd Lynford, certify that: |
1. | I have reviewed this annual report on Form 10-K of Reis, Inc.; | |||
2. |
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|||
3. |
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|||
4. |
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a. |
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|||||
b. |
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|||||
c. |
evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such
evaluation; and
|
|||||
d. |
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|||||
5. |
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|||||
a. |
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial
information; and
|
|||||
b. |
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: March
10, 2009
|
||||||
By:
|
/s/ Lloyd
Lynford
|
|||||
Lloyd
Lynford
|
||||||
Chief
Executive Officer
|
Exhibit 31.2 | ||
CERTIFICATION
PURSUANT TO
17
CFR 240.13a-14(a),
AS
ADOPTED PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
|
||
I, Mark P.
Cantaluppi, certify that:
|
1. | I have reviewed this annual report on Form 10-K of Reis, Inc.; | |||
2. |
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|||
3. |
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|||
4. |
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a. |
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|||||
b. |
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|||||
c. |
evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such
evaluation; and
|
|||||
d. |
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|||||
5. |
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|||||
a. |
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial
information; and
|
|||||
b. |
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: March
10, 2009
|
||||||
By:
|
/s/ Mark
P. Cantaluppi
|
|||||
Mark
P. Cantaluppi
|
||||||
Chief Financial
Officer
|
Exhibit 32.1 | ||
CERTIFICATION
PURSUANT TO
18 U.S.C.
SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
|
||
In connection with
the annual report on Form 10-K of Reis, Inc. (the “Company”) for the
year ended December 31, 2008 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), we, Lloyd Lynford, Chief
Executive Officer of the Company, and Mark P. Cantaluppi, Chief Financial
Officer of the Company, each certify, to the best of our knowledge,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002,
that:
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1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |||
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Lloyd
Lynford
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Lloyd
Lynford
Chief
Executive Officer
Reis,
Inc.
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/s/ Mark
P. Cantaluppi
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Mark
P. Cantaluppi
Chief
Financial Officer
Reis,
Inc.
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March
13, 2009
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A signed original of
this written statement required by Section 906 has been provided to
the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon
request.
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