8-K
Costar Group, Inc. (CSGP)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 2021
| COSTAR GROUP, INC. | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Exact name of registrant as specified in its charter) | Delaware | 0-24531 | 52-2091509 | |||||
| --- | --- | --- | ||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | 1331 L Street, NW, | Washington, | DC | 20005 | ||
| --- | --- | --- | --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (202) 346-6500
| Not Applicable |
|---|
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock ($0.01 par value) | CSGP | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Item 2.02. Results of Operations and Financial Condition.
On July 27, 2021, CoStar Group, Inc. announced its financial results for the quarter ended June 30, 2021. The full text of the press release (the “Press Release”) issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in the Press Release shall be considered “furnished” pursuant to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any of the Registrant’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) List of Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | CoStar Group, Inc. Press Release Dated July 27, 2021. |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COSTAR GROUP, INC. | ||
|---|---|---|
| By: | ||
| Date: | July 27, 2021 | /s/ Scott T. Wheeler |
| Name: Scott T. Wheeler | ||
| Title: Chief Financial Officer |
Document
Exhibit 99.1
CoStar Group Second Quarter 2021 Revenue Increases 21% Year-over-Year,
Visitors to CoStar Group Marketplaces up over 45% Year-over-Year
WASHINGTON – July 27, 2021 - CoStar Group, Inc. (NASDAQ: CSGP), the leading provider of commercial real estate information, analytics, and online marketplaces, announced today that revenue for the quarter ended June 30, 2021 was $480 million, an increase of 21% over revenue of $397 million for the second quarter of 2020.
Net income for the second quarter of 2021 was $61 million, or $0.16 per diluted share. Non-GAAP net income for the second quarter of 2021 (which excludes amortization of acquired intangible assets, stock-based compensation, and other items as described below) was $103 million or $0.26 per diluted share, an increase of $15 million or 16% versus the second quarter of 2020.
EBITDA for the second quarter of 2021 was $133 million, an increase of 22% versus EBITDA of $109 million for the second quarter of 2020. Adjusted EBITDA (which excludes stock-based compensation, acquisition and integration related costs and other items as described below) for the second quarter of 2021 was $150 million, an increase of 17% compared to adjusted EBITDA of $129 million for the second quarter of 2020.
“We saw incredibly strong performance across all of our businesses in the second quarter, with total revenue and profit ahead of forecast and the total numbers of visitors to our platforms up over 45% year-over-year,” said Andrew C. Florance, Founder and Chief Executive Officer of CoStar Group. “CoStar Group net new bookings in the second quarter of 2021 increased 47% over the second quarter of 2020 to $51 million. CoStar Suite net new bookings were the strongest in years, up over 900% year-over-year and 19% quarter-over-quarter in the second quarter.”
“Apartments.com set a new traffic record with network visitors up 30% year-over-year in the second quarter of 2021, which resulted in a 57% year-over-year increase in leads to our customers. Total leads generated by Apartments.com are up over 120% since 2018,” continued Florance. “During the second quarter of 2021, our most economical ad packages generated more leads than our top-level packages were generating just a year ago. Without significant price increases during the pandemic, our effective price per lead dropped dramatically. This caused net new bookings in Apartments.com to fall from the record high levels achieved in the second quarter of 2020. Moving forward, we intend to adjust pricing to reflect the strength of our dramatically higher lead flows, which we believe will accelerate net new bookings.”
“LoopNet Signature Ad revenue grew 71% year-over-year in the second quarter of 2021 while unique visitors to our LoopNet network increased 33%,” stated Florance. “Ten-X revenue increased over 40% year-over-year on a proforma basis in the second quarter of 2021, as we are seeing increased volume of assets and higher value assets sold through our platform. Homesnap also performed very well in the second quarter of 2021, with total revenue growth up 50% year-over-year on a proforma basis, and total agent subscribers expanding 80% to over 63,000 at the end of the second quarter.”
“With great momentum in our core business, we are focused on significantly expanding our total addressable market by leveraging our strengths into the digitization of residential real estate and into
international markets. We are committed to accelerating future growth, as evidenced by the acquisition of Homes.com in May of this year; the steps we have taken to improve that experience for sellers, buyers and real estate agents; and our planned investment in residential technology and content in the second half of 2021,” concluded Florance.
| Year 2020-2021 Quarterly Results - Unaudited | ||||||
|---|---|---|---|---|---|---|
| (in millions, except per share data) | ||||||
| 2020 | 2021 | |||||
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | |
| Revenues | $392 | $397 | $426 | $444 | $458 | $480 |
| Net income | 73 | 60 | 58 | 36 | 74 | 61 |
| Net income per share - diluted(1) | 0.20 | 0.16 | 0.15 | 0.09 | 0.19 | 0.16 |
| Weighted average outstanding shares - diluted(1) | 368 | 377 | 394 | 394 | 394 | 394 |
| EBITDA | 100 | 109 | 108 | 88 | 136 | 133 |
| Adjusted EBITDA | 124 | 129 | 134 | 167 | 160 | 150 |
| Non-GAAP net income | 90 | 88 | 89 | 112 | 108 | 103 |
| Non-GAAP net income per share - diluted(1) | 0.24 | 0.23 | 0.23 | 0.29 | 0.27 | 0.26 |
| __________________________ |
(1) Prior period amounts have been retroactively adjusted to reflect the ten-for-one stock split effected in the form of a stock dividend in June 2021.
As of June 30, 2021, the Company had approximately $3.7 billion in cash, cash equivalents and long-term investments and outstanding debt of approximately $987 million.
2021 Outlook
The Company is increasing its revenue guidance for the full year of 2021 to a new range of $1.940 billion to $1.950 billion, representing growth of approximately 17% year-over-year at the midpoint of the range. Revenue for the third quarter of 2021 is expected to be in the range of $495 million to $500 million, representing revenue growth of approximately 17% over the third quarter of 2020 at the midpoint of the range.
The Company is lowering its adjusted EBITDA guidance for the full year of 2021 to a new range of $605 million to $615 million to reflect the expected negative EBITDA results of Homes.com and planned investments to integrate and develop the residential marketplace. The revised adjusted EBITDA guidance represents growth of approximately 10% year-over-year at the midpoint of the range. For the third quarter of 2021, the Company expects adjusted EBITDA in a range of $130 million to $135 million.
The Company is lowering its non-GAAP net income per diluted share guidance for full-year 2021 to a new range of $1.04 to $1.06 per share based on 395 million shares. For the third quarter of 2021, we expect non-GAAP net income per diluted share in a range of $0.22 to $0.23 per share based on 395 million shares. These ranges include an estimated non-GAAP tax rate of 25% for the full year and the third quarter of 2021.
The preceding forward-looking statements reflect CoStar Group’s expectations as of July 27, 2021, including forward-looking non-GAAP financial measures on a consolidated basis, based on current estimates, expectations, observations, and trends. Given the risk factors, rapidly evolving economic environment, and uncertainties and assumptions discussed in this release and in our quarterly reports on Form 10-Q and annual reports on Form 10-K, including uncertainties as a result of the COVID-19 pandemic and responses to it by, and the impact on, global economies and the commercial real estate industry, actual results may differ materially. Other than in publicly available statements, the Company does not intend to update its forward-looking statements until its next quarterly results announcement.
Reconciliation of EBITDA, adjusted EBITDA, non-GAAP net income and non-GAAP net income per diluted share to their GAAP basis results are shown in detail below, along with definitions for those terms. A reconciliation of forward-looking non-GAAP guidance to the most directly comparable GAAP measure, net income, can be found within the tables included in this release.
Non-GAAP Financial Measures
For information regarding the purpose for which management uses the non-GAAP financial measures disclosed in this release and why management believes they provide useful information to investors regarding the Company’s financial condition and results of operations, please refer to the Company’s latest periodic report.
EBITDA is a non-GAAP financial measure that represents GAAP net income attributable to CoStar Group before interest (expense) income and other (expense) income, loss on debt extinguishment, income taxes, depreciation and amortization.
Adjusted EBITDA is a non-GAAP financial measure that represents EBITDA before stock-based compensation expense, acquisition- and integration-related costs, restructuring costs, and settlements and impairments incurred outside the Company’s normal course of business.
Non-GAAP net income is a non-GAAP financial measure determined by adjusting GAAP net income attributable to CoStar Group for stock-based compensation expense, acquisition- and integration-related costs, restructuring costs, settlement and impairment costs incurred outside the Company's normal course of business and loss on debt extinguishment, as well as amortization of acquired intangible assets and other related costs, and then subtracting an assumed provision for income taxes. In 2021, the Company is assuming a 25% tax rate in order to approximate our statutory corporate tax rate excluding the impact of discrete items.
Non-GAAP net income per diluted share is a non-GAAP financial measure that represents non-GAAP net income divided by the number of diluted shares outstanding for the period used in the calculation of GAAP net income per diluted share. For periods with GAAP net losses and non-GAAP net income, the weighted average outstanding shares used to calculate non-GAAP net income per share includes potentially dilutive securities that were excluded from the calculation of GAAP net income per share as the effect was anti-dilutive.
Earnings Conference Call
Management will conduct a conference call to discuss second quarter 2021 results and the Company’s outlook at 5:00 PM EDT on Tuesday, July 27, 2021. A live audio webcast of the conference will be available in listen-only mode through the Investors section of the CoStar Group website: https://investors.costargroup.com. A replay of the webcast audio will also be available in the Investors section of our website for a period of time following the call.
| CoStar Group, Inc. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Operations - Unaudited | ||||||||
| (in thousands, except per share data) | ||||||||
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
| 2021 | 2020 | 2021 | 2020 | |||||
| Revenues | $ | 480,333 | $ | 397,159 | $ | 938,030 | $ | 789,006 |
| Cost of revenues | 89,566 | 74,040 | 178,314 | 152,949 | ||||
| Gross profit | 390,767 | 323,119 | 759,716 | 636,057 | ||||
| Operating expenses: | ||||||||
| Selling and marketing (excluding customer base amortization) | 164,612 | 130,461 | 303,299 | 255,568 | ||||
| Software development | 48,573 | 39,001 | 95,357 | 80,611 | ||||
| General and administrative | 58,226 | 57,403 | 122,076 | 116,276 | ||||
| Customer base amortization | 18,345 | 14,935 | 36,764 | 26,419 | ||||
| 289,756 | 241,800 | 557,496 | 478,874 | |||||
| Income from operations | 101,011 | 81,319 | 202,220 | 157,183 | ||||
| Interest expense | (7,877) | (3,596) | (15,755) | (1,945) | ||||
| Other income (expense) | 847 | (474) | 797 | 367 | ||||
| Income before income taxes | 93,981 | 77,249 | 187,262 | 155,605 | ||||
| Income tax expense | 32,833 | 16,889 | 51,902 | 22,452 | ||||
| Net income | $ | 61,148 | $ | 60,360 | $ | 135,360 | $ | 133,153 |
| Net income per share - basic(1) | $ | 0.16 | $ | 0.16 | $ | 0.35 | $ | 0.36 |
| Net income per share - diluted(1) | $ | 0.16 | $ | 0.16 | $ | 0.34 | $ | 0.36 |
| Weighted-average outstanding shares - basic(1) | 392,306 | 375,239 | 391,942 | 369,972 | ||||
| Weighted-average outstanding shares - diluted(1) | 394,098 | 377,336 | 393,906 | 372,548 | ||||
| __________________________ |
(1) Prior period amounts have been retroactively adjusted to reflect the ten-for-one stock split effected in the form of a stock dividend in June 2021.
| CoStar Group, Inc. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of Non-GAAP Financial Measures - Unaudited | ||||||||||||
| (in thousands, except per share data) | ||||||||||||
| Reconciliation of Net Income to Non-GAAP Net Income | ||||||||||||
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net income | $ | 61,148 | $ | 60,360 | $ | 135,360 | $ | 133,153 | ||||
| Income tax expense | 32,833 | 16,889 | 51,902 | 22,452 | ||||||||
| Income before income taxes | 93,981 | 77,249 | 187,262 | 155,605 | ||||||||
| Amortization of acquired intangible assets | 25,293 | 20,989 | 51,120 | 38,478 | ||||||||
| Stock-based compensation expense | 15,144 | 9,527 | 30,689 | 24,707 | ||||||||
| Acquisition and integration related costs | 2,001 | 10,031 | 10,463 | 18,744 | ||||||||
| Other expense | 786 | — | 1,857 | — | ||||||||
| Non-GAAP income before income taxes | 137,205 | 117,796 | 281,391 | 237,534 | ||||||||
| Assumed rate for income tax expense * | 25 | % | 25 | % | 25 | % | 25 | % | ||||
| Assumed provision for income tax expense | (34,301) | (29,449) | (70,348) | (59,384) | ||||||||
| Non-GAAP net income | $ | 102,904 | $ | 88,347 | $ | 211,043 | $ | 178,150 | ||||
| Net income per share - diluted(1) | $ | 0.16 | $ | 0.16 | $ | 0.34 | $ | 0.36 | ||||
| Non-GAAP net income per share - diluted(1) | $ | 0.26 | $ | 0.23 | $ | 0.54 | $ | 0.48 | ||||
| Weighted average outstanding shares - basic(1) | 392,306 | 375,239 | 391,942 | 369,972 | ||||||||
| Weighted average outstanding shares - diluted(1) | 394,098 | 377,336 | 393,906 | 372,548 | ||||||||
| __________________________ | ||||||||||||
| * A 25% tax rate is assumed for 2021 and 2020, which approximates our statutory federal and state corporate tax rate. | ||||||||||||
| (1) Prior period amounts have been retroactively adjusted to reflect the ten-for-one stock split effected in the form of a stock dividend in June 2021. | ||||||||||||
| Reconciliation of Net Income to EBITDA and Adjusted EBITDA | ||||||||||||
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net income | $ | 61,148 | $ | 60,360 | $ | 135,360 | $ | 133,153 | ||||
| Amortization of acquired intangible assets in cost of revenues | 6,948 | 6,054 | 14,356 | 12,059 | ||||||||
| Amortization of acquired intangible assets in operating expenses | 18,345 | 14,935 | 36,764 | 26,419 | ||||||||
| Depreciation and other amortization | 7,028 | 6,990 | 15,528 | 13,757 | ||||||||
| Interest expense | 7,877 | 3,596 | 15,755 | 1,945 | ||||||||
| Other (income) expense | (847) | 474 | (797) | (367) | ||||||||
| Income tax expense | 32,833 | 16,889 | 51,902 | 22,452 | ||||||||
| EBITDA | $ | 133,332 | $ | 109,298 | $ | 268,868 | $ | 209,418 | ||||
| Stock-based compensation expense | 15,144 | 9,527 | 30,689 | 24,707 | ||||||||
| Acquisition and integration related costs | 2,001 | 10,031 | 10,463 | 18,744 | ||||||||
| Adjusted EBITDA | $ | 150,477 | $ | 128,856 | $ | 310,020 | $ | 252,869 | ||||
| CoStar Group, Inc. | ||||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Condensed Consolidated Balance Sheets - Unaudited | ||||||||||||
| (in thousands) | ||||||||||||
| June 30,<br>2021 | December 31,<br>2020 | |||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash, cash equivalents and restricted cash | $ | 3,674,909 | $ | 3,755,912 | ||||||||
| Accounts receivable | 122,702 | 119,059 | ||||||||||
| Less: Allowance for credit losses | (14,433) | (15,110) | ||||||||||
| Accounts receivable, net | 108,269 | 103,949 | ||||||||||
| Prepaid expenses and other current assets | 34,753 | 28,651 | ||||||||||
| Total current assets | 3,817,931 | 3,888,512 | ||||||||||
| Deferred income taxes, net | 3,034 | 4,983 | ||||||||||
| Property and equipment, net | 239,125 | 126,325 | ||||||||||
| Lease right-of-use assets | 119,290 | 108,740 | ||||||||||
| Goodwill | 2,294,452 | 2,235,999 | ||||||||||
| Intangible assets, net | 476,179 | 426,745 | ||||||||||
| Deferred commission costs, net | 94,387 | 93,274 | ||||||||||
| Deposits and other assets | 16,230 | 15,856 | ||||||||||
| Income tax receivable | 14,986 | 14,986 | ||||||||||
| Total assets | $ | 7,075,614 | $ | 6,915,420 | ||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | 16,376 | $ | 15,732 | ||||||||
| Accrued wages and commissions | 76,014 | 80,998 | ||||||||||
| Accrued expenses | 89,284 | 110,305 | ||||||||||
| Income taxes payable | 25,527 | 16,316 | ||||||||||
| Lease liabilities | 28,779 | 32,648 | ||||||||||
| Deferred revenue | 92,698 | 74,851 | ||||||||||
| Total current liabilities | 328,678 | 330,850 | ||||||||||
| Long-term debt, net | 987,325 | 986,715 | ||||||||||
| Deferred income taxes, net | 76,979 | 72,991 | ||||||||||
| Income taxes payable | 25,480 | 25,282 | ||||||||||
| Lease and other long-term liabilities | 129,925 | 124,223 | ||||||||||
| Total liabilities | $ | 1,548,387 | $ | 1,540,061 | ||||||||
| Total stockholders’ equity | 5,527,227 | 5,375,359 | ||||||||||
| Total liabilities and stockholders’ equity | $ | 7,075,614 | $ | 6,915,420 | ||||||||
| CoStar Group, Inc. | ||||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Condensed Consolidated Statements of Cash Flows - Unaudited | ||||||||||||
| (in thousands) | ||||||||||||
| Six Months Ended<br>June 30, | ||||||||||||
| 2021 | 2020 | |||||||||||
| Operating activities: | ||||||||||||
| Net income | $ | 135,360 | $ | 133,153 | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 68,516 | 52,235 | ||||||||||
| Amortization of deferred commissions costs | 30,847 | 29,662 | ||||||||||
| Amortization of Senior Notes discount and issuance costs | 1,159 | 508 | ||||||||||
| Realized loss on investments | — | 541 | ||||||||||
| Non-cash lease expense | 13,136 | 12,400 | ||||||||||
| Stock-based compensation expense | 30,689 | 24,053 | ||||||||||
| Deferred income taxes, net | 9,929 | 3,569 | ||||||||||
| Credit loss expense | 6,086 | 15,688 | ||||||||||
| Other operating activities, net | (24) | (789) | ||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | ||||||||||||
| Accounts receivable | (8,526) | (37,364) | ||||||||||
| Prepaid expenses and other current assets | (14,567) | 4,371 | ||||||||||
| Deferred commissions | (31,922) | (32,122) | ||||||||||
| Accounts payable and other liabilities | (32,474) | 37,793 | ||||||||||
| Lease liabilities | (15,674) | (14,126) | ||||||||||
| Income taxes payable | 9,415 | 12,328 | ||||||||||
| Deferred revenue | 16,148 | 13,503 | ||||||||||
| Other assets | 2,191 | (6,757) | ||||||||||
| Net cash provided by operating activities | 220,289 | 248,646 | ||||||||||
| Investing activities: | ||||||||||||
| Proceeds from sale and settlement of investments | — | 10,259 | ||||||||||
| Proceeds from sale of property and equipment and other assets | 201 | — | ||||||||||
| Purchase of Richmond assets and other intangibles | (123,623) | — | ||||||||||
| Purchases of property and equipment and other assets | (13,093) | (12,782) | ||||||||||
| Cash paid for acquisitions, net of cash acquired | (148,275) | (184,502) | ||||||||||
| Net cash used in investing activities | (284,790) | (187,025) | ||||||||||
| Financing activities: | ||||||||||||
| Proceeds from long-term debt | — | 745,000 | ||||||||||
| Repurchase of restricted stock to satisfy tax withholding obligations | (28,405) | (33,653) | ||||||||||
| Proceeds from equity offering, net of transaction costs | — | 1,690,148 | ||||||||||
| Proceeds from exercise of stock options and employee stock purchase plan | 12,324 | 16,513 | ||||||||||
| Other financing activities | (57) | (1,650) | ||||||||||
| Net cash (used in) provided by financing activities | (16,138) | 2,416,358 | ||||||||||
| Effect of foreign currency exchange rates on cash and cash equivalents | (364) | (305) | ||||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | (81,003) | 2,477,674 | ||||||||||
| Cash, cash equivalents and restricted cash at the beginning of period | 3,755,912 | 1,070,731 | ||||||||||
| Cash, cash equivalents and restricted cash at the end of period | $ | 3,674,909 | $ | 3,548,405 | ||||||||
| CoStar Group, Inc. | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Disaggregated Revenues - Unaudited | ||||||||||||
| (in thousands) | ||||||||||||
| Three Months Ended June 30, | ||||||||||||
| 2021 | 2020 | |||||||||||
| North America | International | Total | North America | International | Total | |||||||
| Information and analytics | ||||||||||||
| CoStar | $ | 167,845 | $ | 9,134 | $ | 176,979 | $ | 157,793 | $ | 7,260 | $ | 165,053 |
| Information services | 28,096 | 7,061 | 35,157 | 25,022 | 5,514 | 30,536 | ||||||
| Online marketplaces | ||||||||||||
| Multifamily | 171,357 | — | 171,357 | 145,541 | — | 145,541 | ||||||
| Commercial property and land | 96,476 | 364 | 96,840 | 56,006 | 23 | 56,029 | ||||||
| Total revenues | $ | 463,774 | $ | 16,559 | $ | 480,333 | $ | 384,362 | $ | 12,797 | $ | 397,159 |
| Six Months Ended June 30, | ||||||||||||
| 2021 | 2020 | |||||||||||
| North America | International | Total | North America | International | Total | |||||||
| Information and analytics | ||||||||||||
| CoStar | $ | 331,399 | $ | 17,764 | $ | 349,163 | $ | 315,128 | $ | 14,881 | $ | 330,009 |
| Information services | 55,782 | 14,071 | 69,853 | 50,712 | 12,206 | 62,918 | ||||||
| Online marketplaces | ||||||||||||
| Multifamily | 337,504 | — | 337,504 | 283,001 | — | 283,001 | ||||||
| Commercial property and land | 180,852 | 658 | 181,510 | 112,968 | 110 | 113,078 | ||||||
| Total revenues | $ | 905,537 | $ | 32,493 | $ | 938,030 | $ | 761,809 | $ | 27,197 | $ | 789,006 |
| CoStar Group, Inc. | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Results of Segments - Unaudited | ||||||||||||
| (in thousands) | ||||||||||||
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| EBITDA | ||||||||||||
| North America | $ | 130,176 | $ | 112,292 | $ | 266,034 | $ | 214,705 | ||||
| International | 3,156 | (2,994) | 2,834 | (5,287) | ||||||||
| Total EBITDA | $ | 133,332 | $ | 109,298 | $ | 268,868 | $ | 209,418 | ||||
| CoStar Group, Inc. | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| Reconciliation of Non-GAAP Financial Measures with 2020-2021 Quarterly Results - Unaudited | ||||||||||||
| (in millions, except per share data) | ||||||||||||
| Reconciliation of Net Income to Non-GAAP Net Income | ||||||||||||
| 2020 | 2021 | |||||||||||
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | |||||||
| Net income | $72.8 | $60.4 | $58.2 | $35.8 | $74.2 | $61.1 | ||||||
| Income tax expense | 5.6 | 16.9 | 10.7 | 10.7 | 19.1 | 32.8 | ||||||
| Income before income taxes | 78.4 | 77.3 | 68.9 | 46.4 | 93.3 | 93.9 | ||||||
| Amortization of acquired intangible assets | 17.5 | 21.0 | 24.9 | 24.8 | 25.8 | 25.3 | ||||||
| Stock-based compensation expense | 15.2 | 9.5 | 16.7 | 12.7 | 15.5 | 15.1 | ||||||
| Acquisition and integration related costs | 8.7 | 10.0 | 7.9 | 65.9 | 8.5 | 2.0 | ||||||
| Restructuring and related costs | — | — | 0.4 | — | — | — | ||||||
| Other expense | — | — | 0.1 | — | 1.1 | 0.8 | ||||||
| Non-GAAP income before income taxes | 119.8 | 117.8 | 118.9 | 149.8 | 144.2 | 137.1 | ||||||
| Assumed rate for income tax expense * | 25% | 25% | 25% | 25% | 25% | 25% | ||||||
| Assumed provision for income tax expense | (30.0) | (29.5) | (29.7) | (37.5) | (36.0) | (34.3) | ||||||
| Non-GAAP net income | $89.8 | $88.3 | $89.2 | $112.3 | $108.2 | $102.8 | ||||||
| Non-GAAP net income per share - diluted(1) | $0.24 | $0.23 | $0.23 | $0.29 | $0.27 | $0.26 | ||||||
| Weighted average outstanding shares - basic(1) | 364.7 | 375.2 | 391.6 | 391.4 | 391.6 | 392.3 | ||||||
| Weighted average outstanding shares - diluted(1) | 367.8 | 377.3 | 394.0 | 394.0 | 393.7 | 394.1 | ||||||
| __________________________ | ||||||||||||
| * A 25% tax rate is assumed for 2021 and 2020, which approximates our statutory federal and state corporate tax rate. | ||||||||||||
| (1) Prior period amounts have been retroactively adjusted to reflect the ten-for-one stock split effected in the form of a stock dividend in June 2021. | ||||||||||||
| Reconciliation of Net Income to EBITDA and Adjusted EBITDA | ||||||||||||
| 2020 | 2021 | |||||||||||
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | |||||||
| Net income | $72.8 | $60.4 | $58.2 | $35.8 | $74.2 | $61.1 | ||||||
| Amortization of acquired intangible assets | 17.5 | 21.0 | 24.9 | 24.8 | 25.8 | 25.3 | ||||||
| Depreciation and other amortization | 6.8 | 7.0 | 6.8 | 8.2 | 8.5 | 7.0 | ||||||
| Interest (income) expense | (1.7) | 3.6 | 7.5 | 7.9 | 7.9 | 7.9 | ||||||
| Other (income) expense | (0.8) | 0.4 | 0.3 | 0.9 | 0.1 | (0.8) | ||||||
| Income tax expense | 5.6 | 16.9 | 10.7 | 10.7 | 19.1 | 32.8 | ||||||
| EBITDA | $100.2 | $109.3 | $108.4 | $88.3 | $135.6 | $133.3 | ||||||
| Stock-based compensation expense | 15.1 | 9.5 | 16.7 | 12.7 | 15.5 | 15.1 | ||||||
| Acquisition and integration related costs | 8.7 | 10.0 | 7.9 | 65.9 | 8.5 | 2.0 | ||||||
| Restructuring and related costs | — | — | 0.4 | — | — | — | ||||||
| Adjusted EBITDA | $124.0 | $128.8 | $133.4 | $166.9 | $159.6 | $150.4 | ||||||
| CoStar Group, Inc. | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reconciliation of Forward-Looking Guidance - Unaudited | ||||||||||||
| (in thousands, except per share data) | ||||||||||||
| Reconciliation of Forward-Looking Guidance, Net Income to Non-GAAP Net Income | ||||||||||||
| Guidance Range | Guidance Range | |||||||||||
| For the Three Months | For the Year Ending | |||||||||||
| Ending September 30, 2021 | December 31, 2021 | |||||||||||
| Low | High | Low | High | |||||||||
| Net income | $ | 49,000 | $ | 56,000 | $ | 264,000 | $ | 275,000 | ||||
| Income tax expense | 17,000 | 19,000 | 95,000 | 98,000 | ||||||||
| Income before income taxes | 66,000 | 75,000 | 359,000 | 373,000 | ||||||||
| Amortization of acquired intangible assets | 26,000 | 26,000 | 103,000 | 103,000 | ||||||||
| Stock-based compensation expense | 18,000 | 16,000 | 66,000 | 64,000 | ||||||||
| Acquisition and integration related costs | 6,000 | 4,000 | 18,000 | 16,000 | ||||||||
| Other expense | 1,000 | 1,000 | 4,000 | 4,000 | ||||||||
| Non-GAAP income before income taxes | 117,000 | 122,000 | 550,000 | 560,000 | ||||||||
| Assumed rate for income tax expense * | 25 | % | 25 | % | 25 | % | 25 | % | ||||
| Assumed provision for income tax expense | (29,300) | (30,500) | (138,000) | (140,000) | ||||||||
| Non-GAAP net income | $ | 87,700 | $ | 91,500 | $ | 412,000 | $ | 420,000 | ||||
| Net income per share - diluted(1) | $ | 0.12 | $ | 0.14 | $ | 0.67 | $ | 0.70 | ||||
| Non-GAAP net income per share - diluted(1) | $ | 0.22 | $ | 0.23 | $ | 1.04 | $ | 1.06 | ||||
| Weighted average outstanding shares - diluted(1) | 394,700 | 394,700 | 394,500 | 394,500 | ||||||||
| __________________________ | ||||||||||||
| * A 25% tax rate is assumed, which approximates our statutory federal and state corporate tax rate. | ||||||||||||
| (1) Prior period amounts have been retroactively adjusted to reflect the ten-for-one stock split effected in the form of a stock dividend in June 2021. | ||||||||||||
| Reconciliation of Forward-Looking Guidance, Net Income to Adjusted EBITDA | ||||||||||||
| Guidance Range | Guidance Range | |||||||||||
| For the Three Months | For the Year Ending | |||||||||||
| Ending September 30, 2021 | December 31, 2021 | |||||||||||
| Low | High | Low | High | |||||||||
| Net income | $ | 49,000 | $ | 56,000 | $ | 264,000 | $ | 275,000 | ||||
| Amortization of acquired intangible assets | 26,000 | 26,000 | 103,000 | 103,000 | ||||||||
| Depreciation and other amortization | 7,000 | 7,000 | 30,000 | 30,000 | ||||||||
| Interest expense | 8,000 | 8,000 | 32,000 | 32,000 | ||||||||
| Other (income) | (1,000) | (1,000) | (3,000) | (3,000) | ||||||||
| Income tax expense | 17,000 | 19,000 | 95,000 | 98,000 | ||||||||
| Stock-based compensation expense | 18,000 | 16,000 | 66,000 | 64,000 | ||||||||
| Acquisition and integration related costs | 6,000 | 4,000 | 18,000 | 16,000 | ||||||||
| Adjusted EBITDA | $ | 130,000 | $ | 135,000 | $ | 605,000 | $ | 615,000 |
Investor Relations:
Bill Warmington
Vice President
CoStar Group Investor Relations
(202) 346-5661
wwarmington@costar.com
News Media:
Matthew Blocher
Vice President
CoStar Group Corporate Marketing & Communications
(202) 346-6775
mblocher@costargroup.com
About CoStar Group, Inc.
CoStar Group, Inc. (NASDAQ: CSGP) is the leading provider of commercial real estate information, analytics and online marketplaces. Founded in 1987, CoStar conducts expansive, ongoing research to produce and maintain the largest and most comprehensive database of commercial real estate information. Our suite of online services enables clients to analyze, interpret and gain unmatched insight on commercial property values, market conditions and current availabilities. STR provides premium data benchmarking, analytics and marketplace insights for the global hospitality sector. Ten-X provides a leading platform for conducting commercial real estate online auctions and negotiated bids. LoopNet is the most heavily trafficked commercial real estate marketplace online. Realla is the UK’s most comprehensive commercial property digital marketplace. Apartments.com, ApartmentFinder.com, ForRent.com, ApartmentHomeLiving.com, Westside Rentals, AFTER55.com, CorporateHousing.com, ForRentUniversity.com and Apartamentos.com form the premier online apartment resource for renters seeking great apartment homes and provide property managers and owners a proven platform for marketing their properties. Homesnap is an industry-leading online and mobile software platform that provides user-friendly applications to optimize residential real estate agent workflow and reinforce the agent-client relationship. Homes.com offers real estate professionals advertising and marketing services for residential properties. CoStar Group’s websites attract tens of millions of unique monthly visitors. Headquartered in Washington, DC, CoStar maintains offices throughout the U.S. and in Europe, Canada and Asia with a staff of approximately 4,900 worldwide, including the industry’s largest professional research organization. For more information, visit www.costargroup.com.
This news release and the Company’s earnings conference call contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about CoStar Group's plans, objectives, expectations, beliefs and intentions and other statements including words such as “hope,” “anticipate,” “may,” “believe,” “expect,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology. Such statements are based upon the current beliefs and expectations of management of CoStar Group and are subject to many risks and uncertainties. Actual results may differ materially from the results anticipated in the forward-looking statements and the assumptions and estimates used as a basis for the forward-looking statements. The following factors, among others, could cause or contribute to such differences: the risk that the trends stated or implied by this release or in the earnings conference call cannot or will not be sustained at the current pace or may increase or decrease or expectations are not met, including trends and expectations related to revenue, net income, non-GAAP net income, EBITDA, adjusted EBITDA, adjusted EBITDA margin, gross margin, site traffic and visitors, sales, renewal rates, leads, the volume and value of assets sold through the Ten-X auction platform, and the number of Homesnap agent subscribers; the risk that the Company is unable to sustain current revenue and earnings, as well as CoStar Suite and Company-wide net new sales growth rates or increase them; the risk that the Company’s business or investment plans change or that investments do not produce the expected results, including investments in residential marketplace technology and content; the risk that Apartments.com adjusted pricing does not accelerate net new bookings; the risk that revenues for the third quarter and full year 2021 will not be as stated in this press release; the risk that net income for the third quarter and full year 2021 will not be as stated in this press release; the risk that adjusted EBITDA for the third quarter and full year 2021 will not be as stated in this press release; the risk that non-GAAP net income and non-GAAP net income per diluted share for the third quarter and full year 2021 will not be as stated in this press release; the risk that the tax rate estimates stated in this press release may change; uncertainty surrounding the impact of the COVID-19 pandemic, including volatility in the international and U.S. economy and the commercial real estate industry, employee attrition, absenteeism or decreased productivity, quarantines or other travel or health-related restrictions; the length and severity of the COVID-19 pandemic; the pace of recovery following the COVID-19 pandemic; and government and private actions taken to control the spread of COVID-19. More information about potential factors that could cause results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, those stated in CoStar Group’s filings from time to time with the Securities and Exchange Commission, including in CoStar Group’s Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, each of which is filed with the SEC, including in the “Risk Factors” section of those filings, as well as CoStar Group’s other filings with the SEC (including
Current Reports on Form 8-K) available at the SEC’s website (www.sec.gov). All forward-looking statements are based on information available to CoStar Group on the date hereof, and CoStar Group assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.