
Reis, Inc. (1038222) 10-Q published on Aug 09, 2018 at 4:07 pm
In February 2016, the FASB issued ASU 2016-02, Leases, and subsequently issued related amendments to address certain implementation issues. The new guidance requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Lessees will classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard allows for a modified retrospective application with certain practical expedients available and is effective for the Company as of the first quarter of 2019. Entities are allowed to apply the modified retrospective approach either (1) retrospectively to each prior reporting period presented in the financial statements with the cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented (January 1, 2017) or (2) retrospectively at the beginning of the period of adoption (January 1, 2019) through a cumulative-effect adjustment, while continuing to present all prior periods under previous lease accounting guidance. The Company is currently evaluating the impact the pending adoption of the new standard will have on its consolidated financial statements and disclosures and expects the adoption may result in a material increase in assets and liabilities on its consolidated balance sheet due to the recognition of the right-of-use asset and liability for its operating leases.
On December 22, 2017, the Federal government of the United States enacted the U.S. Tax Cuts and Jobs Act (the Tax Act) which significantly changed existing U.S. tax laws, including a reduction in the Federal corporate income tax rate from 35% to 21%, repeal of corporate Federal AMT and a refund of certain existing AMT credits over several years, introduction of a capital deduction, limitation of the interest deduction, limitation of the use of net operating losses incurred on or after January 1, 2018 to offset future taxable income, limitation of the deduction for compensation paid to certain executive officers and extensive changes to the U.S. international tax system, as well as other changes. These changes generally took effect on January 1, 2018. The U.S. Treasury department is expected to release regulations implementing the Tax Act and the U.S. tax laws may be further amended in the future. The Companys Federal net operating losses that have been incurred prior to December 31, 2017 will continue to have a 20-year carryforward limitation applied and will need to be evaluated for recoverability in the future as such. Net operating losses incurred after December 31, 2017 will have an indefinite life, but usage will be limited to 80% of taxable income in any given year. On December 22, 2017, the SEC issued Staff Accounting Bulletin 118 (SAB 118), which provides guidance on accounting for tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to finalize the accounting. To the extent that a companys accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional
estimate to be included in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply its current tax accounting on the basis of the provision of the tax laws that were in effect immediately before the enactment of the Tax Act. While the Company was able to make reasonable estimates of the impact of the reduction in the Federal corporate income tax rate, the final impact of the Tax Act may differ from these estimates, including, but not limited to, changes in our interpretations and assumptions, additional guidance that may be issued by the Internal Revenue Service (IRS), return to provision differences and state rate adjustments. The Company is continuing to gather additional information to determine the final impact.
Direct comparability of current and historical renewal rates is challenging due to the changing nature of some of Reiss subscription agreements. As IP cases have proliferated in recent years, Reis may resort to the imposition of a usage cap to protect from further unauthorized usage. Full utilization of the usage negotiated under a cap can result in an acceleration of revenue recognition under the original contract and entering into a new contract for additional report consumption, outcomes that create revenue but do not positively impact the Companys renewal rate in the current reporting period.
Direct comparability between current and historical renewal rates is also difficult due to our enhanced ability to upsell new features and data sets upon contract renewal such as our API, Every Property, Everywhere, and Affordable Housing reports, among other new products. Negotiations involving the addition of some or all of these features may result in delaying a contract renewal beyond its anniversary date resulting in a lower reported renewal rate, but that in fact represents upside potential as the contract for expanded service is finalized in the subsequent reporting period. In the aggregate, the widening of Reiss service offerings and related contractual provisions make the historical correlation between trending renewal rates and current and future financial performance less direct. Further, the Companys record level of deferred revenue and the twelve month component of Aggregate Revenue Under Contract for the second quarter of 2018 (discussed herein) continues to emphasize the visibility into the strength of our revenue base.
We define EBITDA as earnings (net (loss) income) before interest, taxes, depreciation and amortization. We define Adjusted EBITDA as earnings (net (loss) income) before interest, taxes, depreciation, amortization, stock based compensation and professional fees incurred in connection with the Companys review of strategic alternatives. 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 supplemental financial measures to be considered in addition to the reported GAAP basis financial information, which may assist investors in evaluating and understanding: (1) the performance of the Reis Services segment, the primary business of the Company and (2) the Companys consolidated results, 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, isolating non-cash charges for stock based compensation and the non-recurring nature of professional fees related to the Companys review of strategic alternatives. Management also believes that disclosing EBITDA and Adjusted EBITDA will provide better comparability to other companies in the information services sector. However, 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. EBITDA and Adjusted EBITDA are presented both for the Reis Services segment and on a consolidated basis. We
believe that these metrics, for Reis Services, provide the reader with valuable information for evaluating the financial performance of the core Reis Services business, excluding public company costs, and for making assessments about the intrinsic value of that stand-alone business to a potential acquirer. Management primarily monitors and measures its performance, and is compensated, based on the results of the Reis Services segment. EBITDA and Adjusted EBITDA, on a consolidated basis, allow the reader to make assessments about the current trading value of the Companys common stock, including expenses related to operating as a public company. However, investors should not consider these measures in isolation or as substitutes for net income (loss), operating income, or any other measure for determining operating performance that is calculated in accordance with GAAP. Reconciliations of EBITDA and Adjusted EBITDA to the most comparable GAAP financial measure, net income, follow for each identified period on a segment basis (including the Reis Services segment), as well as on a consolidated basis: