csgp-20210727
0001057352false00010573522021-07-272021-07-27

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,DC20005
(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 classTrading SymbolName of each exchange on which registered
Common Stock ($0.01 par value)CSGPNasdaq 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.
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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
104The 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



Exhibit 99.1
newcostargroupa39.jpg

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)
20202021
Q1Q2Q3Q4Q1Q2
Revenues$392$397$426$444$458$480
Net income736058367461
Net income per share - diluted(1) 
0.200.160.150.090.190.16
Weighted average outstanding shares - diluted(1) 
368377394394394394
EBITDA10010910888136133
Adjusted EBITDA124129134167160150
Non-GAAP net income908889112108103
Non-GAAP net income per share - diluted(1) 
0.240.230.230.290.270.26
__________________________
(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
June 30,		Six Months Ended
June 30,
2021202020212020
Revenues$480,333 $397,159 $938,030 $789,006 
Cost of revenues89,566 74,040 178,314 152,949 
Gross profit390,767 323,119 759,716 636,057 
Operating expenses:
Selling and marketing (excluding customer base amortization)164,612 130,461 303,299 255,568 
Software development48,573 39,001 95,357 80,611 
General and administrative58,226 57,403 122,076 116,276 
Customer base amortization18,345 14,935 36,764 26,419 
289,756 241,800 557,496 478,874 
Income from operations101,011 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 taxes93,981 77,249 187,262 155,605 
Income tax expense32,833 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
June 30,		Six Months Ended
June 30,
2021202020212020
Net income $61,148 $60,360 $135,360 $133,153 
Income tax expense32,833 16,889 51,902 22,452 
Income before income taxes93,981 77,249 187,262 155,605 
Amortization of acquired intangible assets25,293 20,989 51,120 38,478 
Stock-based compensation expense15,144 9,527 30,689 24,707 
Acquisition and integration related costs2,001 10,031 10,463 18,744 
Other expense786 — 1,857 — 
Non-GAAP income before income taxes137,205 117,796 281,391 237,534 
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
June 30,		Six Months Ended
June 30,
2021202020212020
Net income $61,148 $60,360 $135,360 $133,153 
Amortization of acquired intangible assets in cost of revenues6,948 6,054 14,356 12,059 
Amortization of acquired intangible assets in operating expenses18,345 14,935 36,764 26,419 
Depreciation and other amortization7,028 6,990 15,528 13,757 
Interest expense7,877 3,596 15,755 1,945 
Other (income) expense(847)474 (797)(367)
Income tax expense32,833 16,889 51,902 22,452 
EBITDA$133,332 $109,298 $268,868 $209,418 
Stock-based compensation expense15,144 9,527 30,689 24,707 
Acquisition and integration related costs2,001 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,
2021		December 31,
2020
ASSETS
Current assets:
Cash, cash equivalents and restricted cash$3,674,909 $3,755,912 
Accounts receivable122,702 119,059 
Less: Allowance for credit losses(14,433)(15,110)
Accounts receivable, net108,269 103,949 
Prepaid expenses and other current assets34,753 28,651 
Total current assets3,817,931 3,888,512 
Deferred income taxes, net3,034 4,983 
Property and equipment, net239,125 126,325 
Lease right-of-use assets119,290 108,740 
Goodwill2,294,452 2,235,999 
Intangible assets, net476,179 426,745 
Deferred commission costs, net94,387 93,274 
Deposits and other assets16,230 15,856 
Income tax receivable14,986 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 commissions76,014 80,998 
Accrued expenses89,284 110,305 
Income taxes payable25,527 16,316 
Lease liabilities28,779 32,648 
Deferred revenue92,698 74,851 
Total current liabilities328,678 330,850 
Long-term debt, net987,325 986,715 
Deferred income taxes, net76,979 72,991 
Income taxes payable25,480 25,282 
Lease and other long-term liabilities129,925 124,223 
Total liabilities$1,548,387 $1,540,061 
Total stockholders’ equity5,527,227 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
June 30,
 20212020
Operating activities:  
Net income$135,360 $133,153 
Adjustments to reconcile net income to net cash provided by operating activities:
  
Depreciation and amortization68,516 52,235 
Amortization of deferred commissions costs30,847 29,662 
Amortization of Senior Notes discount and issuance costs1,159 508 
Realized loss on investments— 541 
Non-cash lease expense13,136 12,400 
Stock-based compensation expense30,689 24,053 
Deferred income taxes, net9,929 3,569 
Credit loss expense6,086 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 payable9,415 12,328 
Deferred revenue16,148 13,503 
Other assets2,191 (6,757)
Net cash provided by operating activities220,289 248,646 
Investing activities:  
Proceeds from sale and settlement of investments— 10,259 
Proceeds from sale of property and equipment and other assets201 — 
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 plan12,324 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 period3,755,912 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,
20212020
North AmericaInternationalTotalNorth AmericaInternationalTotal
Information and analytics
CoStar $167,845 $9,134 $176,979 $157,793 $7,260 $165,053 
Information services28,096 7,061 35,157 25,022 5,514 30,536 
Online marketplaces
Multifamily171,357 — 171,357 145,541 — 145,541 
Commercial property and land96,476 364 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,
20212020
North AmericaInternationalTotalNorth AmericaInternationalTotal
Information and analytics
CoStar $331,399 $17,764 $349,163 $315,128 $14,881 $330,009 
Information services55,782 14,071 69,853 50,712 12,206 62,918 
Online marketplaces
Multifamily337,504 — 337,504 283,001 — 283,001 
Commercial property and land180,852 658 181,510 112,968 110 113,078 
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
June 30,		Six Months Ended
June 30,
 2021202020212020
EBITDA    
North America$130,176 $112,292 $266,034 $214,705 
International3,156 (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
20202021
Q1Q2Q3Q4Q1Q2
Net income                                                    $72.8$60.4$58.2$35.8$74.2$61.1
Income tax expense5.616.910.710.719.132.8
Income before income taxes78.477.368.946.493.393.9
Amortization of acquired intangible assets17.521.024.924.825.825.3
Stock-based compensation expense15.29.516.712.715.515.1
Acquisition and integration related costs8.710.07.965.98.52.0
Restructuring and related costs——0.4———
Other expense ——0.1—1.10.8
Non-GAAP income before income taxes119.8117.8118.9149.8144.2137.1
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)
364.7375.2391.6391.4391.6392.3
Weighted average outstanding shares - diluted(1)
367.8377.3394.0394.0393.7394.1
__________________________
* 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
20202021
Q1Q2Q3Q4Q1Q2
Net income     $72.8$60.4$58.2$35.8$74.2$61.1
Amortization of acquired intangible assets17.521.024.924.825.825.3
Depreciation and other amortization6.87.06.88.28.57.0
Interest (income) expense (1.7)3.67.57.97.97.9
Other (income) expense (0.8)0.40.30.90.1(0.8)
Income tax expense5.616.910.710.719.132.8
EBITDA$100.2$109.3$108.4$88.3$135.6$133.3
Stock-based compensation expense15.19.516.712.715.515.1
Acquisition and integration related costs8.710.07.965.98.52.0
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 RangeGuidance Range
 For the Three Months For the Year Ending
 Ending September 30, 2021 December 31, 2021
 LowHigh LowHigh
      
Net income$49,000 $56,000 $264,000 $275,000 
Income tax expense17,000 19,000 95,000 98,000 
Income before income taxes66,000 75,000 359,000 373,000 
Amortization of acquired intangible assets26,000 26,000 103,000 103,000 
Stock-based compensation expense18,000 16,000 66,000 64,000 
Acquisition and integration related costs6,000 4,000 18,000 16,000 
Other expense1,000 1,000 4,000 4,000 
Non-GAAP income before income taxes117,000 122,000  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 RangeGuidance Range
For the Three MonthsFor the Year Ending
Ending September 30, 2021 December 31, 2021
LowHighLowHigh
Net income$49,000 $56,000 $264,000 $275,000 
Amortization of acquired intangible assets26,000 26,000 103,000 103,000 
Depreciation and other amortization7,000 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 expense17,000 19,000 95,000 98,000 
Stock-based compensation expense18,000 16,000 66,000 64,000 
Acquisition and integration related costs6,000 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
[email protected]

News Media:
Matthew Blocher
Vice President
CoStar Group Corporate Marketing & Communications
(202) 346-6775
[email protected]

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.