0001057352false00010573522022-07-262022-07-26

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 26, 2022

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).

Emerging Growth Company ☐

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 26, 2022, CoStar Group, Inc. announced its financial and operating results for the quarter ended June 30, 2022. The full text of the press release (the “Press Release”) issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02 and the Press Release shall be considered “furnished” 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 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)     Exhibits.    

Exhibit No.			Description
99.1			CoStar Group, Inc. Press Release Dated July 26, 2022.
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

---

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 26, 2022			/s/ Scott T. Wheeler
						Name: Scott T. Wheeler
						Title: Chief Financial Officer

Exhibit 99.1

CoStar Group Second Quarter 2022 Net New Bookings Grew 66% and Net Income Increased 37% Year-over-Year

WASHINGTON – July 26, 2022 - CoStar Group, Inc. (NASDAQ: CSGP), a leading provider of online real estate marketplaces, information and analytics in the property markets, announced today that revenue for the quarter ended June 30, 2022, was $536 million, an increase of 12% over revenue of $480 million for the second quarter of 2021.

Net income for the second quarter of 2022 was $83 million, an increase of 37% compared to net income of $61 million for the second quarter of 2021. EBITDA for the second quarter of 2022 was $140 million, an increase of 5% compared to EBITDA of $133 million for the second quarter of 2021.

“We delivered outstanding results in the second quarter of 2022,” said Andrew C. Florance, Founder and Chief Executive Officer of CoStar Group. “With net new bookings of $84 million we easily surpassed the record sales results we set in the first quarter of this year. Our top three products, CoStar, Apartments.com and LoopNet, all achieved high double-digit sales increases over the second quarter of 2021. In addition, both revenue and profit in the second quarter of 2022 were ahead of forecast and we are raising our guidance for the year.”

“I am particularly encouraged by the strong sales growth in Apartments.com and LoopNet", continued Florance. "Net new bookings increased over 130% in Apartments.com and over 40% for LoopNet on a year-over-year basis. It is increasingly clear that Multifamily market conditions continue to be more favorable, and our work to build a dedicated LoopNet sales team is paying off. We are also making strong progress on our residential growth initiatives with the on-time launch of Citysnap in New York City at the end of June."

Year 2021-2022 Quarterly Results - Unaudited
(in millions, except per share data)
			2021																								2022
			Q1			Q2			Q3			Q4															Q1			Q2
Revenues			$458			$480			$499			$507															$516			$536
Net income			74			61			64			93															89			83
Net income per share - diluted(1)			0.19			0.16			0.16			0.24															0.23			0.21
Weighted average outstanding shares - diluted(1)			394			394			394			395															394			394
EBITDA			136			133			123			173															158			140
Adjusted EBITDA			160			150			144			193															178			159
Non-GAAP net income			108			103			99			138															123			112
Non-GAAP net income per share - diluted(1)			0.27			0.26			0.25			0.35															0.31			0.28
__________________________

(1) Certain 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, 2022, the Company had approximately $4.0 billion in cash, cash equivalents and restricted cash and outstanding debt of approximately $1.0 billion.

2022 Outlook

The Company is raising its revenue guidance to a range of $2.165 billion to $2.180 billion for the full year of 2022, an increase of $13 million at the midpoint of the range compared to the prior outlook. The Company expects revenue for the third quarter of 2022 in the range of $552 million to $557 million, representing revenue growth of approximately 11% over the third quarter of 2021 at the midpoint of the range.

The Company is raising its adjusted EBITDA guidance to a range of $610 million to $630 million for the full year of 2022, an increase of $20 million at the midpoint of the range compared to the prior outlook. For the third quarter of 2022, the Company expects adjusted EBITDA in a range of $130 million to $140 million.

The Company expects full year 2022 non-GAAP net income per diluted share in a range of $1.09 to $1.13 based on 395 million shares, an increase of $0.11 per diluted share compared to the prior outlook. For the third quarter of 2022, the Company expects non-GAAP net income per diluted share in a range of $0.23 to $0.25 based on 395 million shares. These ranges include an estimated non-GAAP tax rate of 26% for the full year and the third quarter of 2022.

The preceding forward-looking statements reflect CoStar Group’s expectations as of July 26, 2022, 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 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. Adjusted EBITDA margin represents adjusted EBITDA divided by revenues for the period.

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 2022, the Company is assuming a 26% tax rate in order to approximate its 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.

Operating Metrics

Net new bookings is calculated based on the annualized amount of change in the Company's sales bookings resulting from new subscription-based contracts and changes to existing subscription-based contracts for the period reported. Information regarding net new bookings is not comparable to, nor should it be substituted for, an analysis of the Company's revenues over time.

Earnings Conference Call

Management will conduct a conference call to discuss the second quarter 2022 results and the Company’s outlook at 5:00 PM EST on Tuesday, July 26, 2022. 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,
						2022						2021						2022						2021
Revenues						$	536,308					$	480,333					$	1,052,133					$	938,030
Cost of revenues						100,971						89,566						196,450						178,314
Gross profit						435,337						390,767						855,683						759,716
Operating expenses:
Selling and marketing (excluding customer base amortization)						181,344						164,612						325,341						303,299
Software development						51,587						48,573						105,608						95,357
General and administrative						77,345						58,226						155,306						122,076
Customer base amortization						14,878						18,345						30,970						36,764
						325,154						289,756						617,225						557,496
Income from operations						110,183						101,011						238,458						202,220
Interest expense, net						(3,399)						(7,877)						(11,117)						(15,755)
Other income, net						1,343						847						2,207						797
Income before income taxes						108,127						93,981						229,548						187,262
Income tax expense						24,654						32,833						56,757						51,902
Net income						$	83,473					$	61,148					$	172,791					$	135,360
Net income per share - basic						$	0.21					$	0.16					$	0.44					$	0.35
Net income per share - diluted						$	0.21					$	0.16					$	0.44					$	0.34
Weighted-average outstanding shares - basic						393,342						392,306						393,119						391,942
Weighted-average outstanding shares - diluted						394,478						394,098						394,356						393,906
__________________________

---

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,
						2022						2021						2022						2021
Net income						$	83,473					$	61,148					$	172,791					$	135,360
Income tax expense						24,654						32,833						56,757						51,902
Income before income taxes						108,127						93,981						229,548						187,262
Amortization of acquired intangible assets						22,815						25,293						46,005						51,120
Stock-based compensation expense						18,112						15,144						35,959						30,689
Acquisition and integration related costs						504						2,001						2,143						10,463
Other expense						2,063						786						4,099						1,857
Non-GAAP income before income taxes						151,621						137,205						317,754						281,391
Assumed rate for income tax expense(1)						26		%				25		%				26		%				25		%
Assumed provision for income tax expense						(39,421)						(34,301)						(82,616)						(70,348)
Non-GAAP net income						$	112,200					$	102,904					$	235,138					$	211,043
Net income per share - diluted						$	0.21					$	0.16					$	0.44					$	0.34
Non-GAAP net income per share - diluted						$	0.28					$	0.26					$	0.60					$	0.54
Weighted average outstanding shares - basic						393,342						392,306						393,119						391,942
Weighted average outstanding shares - diluted						394,478						394,098						394,356						393,906
__________________________
(1) The assumed tax rate approximates our statutory federal and state corporate tax rate for the applicable period.
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
						Three Months Ended June 30,												Six Months Ended June 30,
						2022						2021						2022						2021
Net income						$	83,473					$	61,148					$	172,791					$	135,360
Amortization of acquired intangible assets in cost of revenues						7,937						6,948						15,035						14,356
Amortization of acquired intangible assets in operating expenses						14,878						18,345						30,970						36,764
Depreciation and other amortization						7,010						7,028						13,975						15,528
Interest expense, net						3,399						7,877						11,117						15,755
Other income, net						(1,343)						(847)						(2,207)						(797)
Income tax expense						24,654						32,833						56,757						51,902
EBITDA						$	140,008					$	133,332					$	298,438					$	268,868
Stock-based compensation expense						18,112						15,144						35,959						30,689
Acquisition and integration related costs						504						2,001						2,143						10,463
Adjusted EBITDA						$	158,624					$	150,477					$	336,540					$	310,020

---

CoStar Group, Inc.
Condensed Consolidated Balance Sheets - Unaudited
(in thousands)
						June 30, 2022						December 31, 2021
ASSETS
Current assets:
Cash, cash equivalents and restricted cash						$	3,964,116					$	3,827,126
Accounts receivable						161,811						138,191
Less: Allowance for credit losses						(9,638)						(13,374)
Accounts receivable, net						152,173						124,817
Income tax receivable						9,278						—
Prepaid expenses and other current assets						55,194						36,182
Total current assets						4,180,761						3,988,125
Deferred income taxes, net						5,034						5,034
Property and equipment, net						298,361						271,431
Lease right-of-use assets						98,495						100,680
Goodwill						2,314,176						2,321,015
Intangible assets, net						385,245						435,662
Deferred commission costs, net						119,778						101,879
Deposits and other assets						16,893						21,762
Income tax receivable						2,005						11,283
Total assets						$	7,420,748					$	7,256,871
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable						$	32,132					$	22,244
Accrued wages and commissions						84,545						81,794
Accrued expenses						91,168						81,676
Income taxes payable						1,841						31,236
Lease liabilities						35,426						26,268
Deferred revenue						104,838						95,471
Total current liabilities						349,950						338,689
Long-term debt, net						988,572						987,944
Deferred income taxes, net						87,657						98,656
Income taxes payable						14,112						12,496
Lease and other long-term liabilities						96,104						107,414
Total liabilities						$	1,536,395					$	1,545,199
Total stockholders’ equity						5,884,353						5,711,672
Total liabilities and stockholders' equity						$	7,420,748					$	7,256,871

---

CoStar Group, Inc.
Condensed Consolidated Statements of Cash Flows - Unaudited
(in thousands)
			Six Months Ended June 30,
			2022						2021
Operating activities:
Net income			$	172,791					$	135,360
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			64,127						68,516
Amortization of deferred commissions costs			35,996						30,847
Amortization of Senior Notes discount and issuance costs			1,178						1,159
Non-cash lease expense			15,080						13,136
Stock-based compensation expense			35,959						30,689
Deferred income taxes, net			(14,946)						9,929
Credit loss expense			6,890						6,086
Other operating activities, net			(1,149)						(24)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable			(33,318)						(8,526)
Prepaid expenses and other current assets			3,152						(14,567)
Deferred commissions			(54,155)						(31,922)
Accounts payable and other liabilities			14,098						(32,474)
Lease liabilities			(15,932)						(15,674)
Income taxes payable			(27,770)						9,415
Deferred revenue			8,520						16,148
Other assets			1,578						2,191
Net cash provided by operating activities			212,099						220,289
Investing activities:
Proceeds from sale of property and equipment and other assets			5,034						201
Purchase of Richmond assets and other intangibles			(25,664)						(123,623)
Purchases of property and equipment and other assets			(30,746)						(13,093)
Cash paid for acquisitions, net of cash acquired			(6,331)						(148,275)
Net cash used in investing activities			(57,707)						(284,790)
Financing activities:
Repayments of long-term debt assumed in acquisition			(2,155)						—
Repurchase of restricted stock to satisfy tax withholding obligations			(19,755)						(28,405)
Proceeds from exercise of stock options and employee stock purchase plan			7,340						12,324
Other financing activities			—						(57)
Net cash used in financing activities			(14,570)						(16,138)
Effect of foreign currency exchange rates on cash and cash equivalents			(2,832)						(364)
Net increase (decrease) in cash, cash equivalents and restricted cash			136,990						(81,003)
Cash, cash equivalents and restricted cash at the beginning of period			3,827,126						3,755,912
Cash, cash equivalents and restricted cash at the end of period			$	3,964,116					$	3,674,909

---

CoStar Group, Inc.
Disaggregated Revenues - Unaudited
(in thousands)
			Three Months Ended June 30,
			2022																		2021
			North America						International						Total						North America						International						Total
CoStar			$	197,380					$	9,186					$	206,566					$	167,845					$	9,134					$	176,979
Information Services			30,511						7,991						38,502						28,096						7,061						35,157
Multifamily			182,359						—						182,359						171,357						—						171,357
LoopNet(1)			54,603						1,694						56,297						50,731						364						51,095
Residential(1)			20,154						—						20,154						18,087						—						18,087
Other Marketplaces(1)			32,430						—						32,430						27,658						—						27,658
Total revenues			$	517,437					$	18,871					$	536,308					$	463,774					$	16,559					$	480,333
__________________________
(1) As of September 30, 2021, Commercial Property and Land revenue has been further disaggregated into LoopNet, Residential and Other Marketplaces. Prior period amounts have been adjusted to reflect this presentation.
			Six Months Ended June 30,
			2022																		2021
			North America						International						Total						North America						International						Total
CoStar			$	386,484					$	18,731					$	405,215					$	331,399					$	17,764					$	349,163
Information Services			60,782						14,935						75,717						55,782						14,071						69,853
Multifamily			357,836						—						357,836						337,504						—						337,504
LoopNet(1)			107,291						3,453						110,744						99,667						658						100,325
Residential(1)			38,214						—						38,214						29,192						—						29,192
Other Marketplaces(1)			64,407						—						64,407						51,993						—						51,993
Total revenues			$	1,015,014					$	37,119					$	1,052,133					$	905,537					$	32,493					$	938,030
__________________________
(1) As of September 30, 2021, Commercial Property and Land revenue has been further disaggregated into LoopNet, Residential and Other Marketplaces. Prior period amounts have been adjusted to reflect this presentation.

CoStar Group, Inc.
Results of Segments - Unaudited
(in thousands)
			Three Months Ended June 30,												Six Months Ended June 30,
			2022						2021						2022						2021
EBITDA
North America			$	138,527					$	130,176					$	294,489					$	266,034
International			1,481						3,156						3,949						2,834
Total EBITDA			$	140,008					$	133,332					$	298,438					$	268,868

---

CoStar Group, Inc.
Reconciliation of Non-GAAP Financial Measures with Quarterly Results - Unaudited
(in millions, except per share data)
Reconciliation of Net Income to Non-GAAP Net Income
						2021																								2022
						Q1			Q2			Q3			Q4															Q1			Q2
Net income						$74.2			$61.1			$64.3			$92.9															$89.3			$83.5
Income tax expense						19.1			32.8			19.0			40.5															32.1			24.7
Income before income taxes						93.3			93.9			83.3			133.4															121.4			108.1
Amortization of acquired intangible assets						25.8			25.3			26.3			26.2															23.2			22.8
Stock-based compensation expense						15.5			15.1			16.3			16.7															17.8			18.1
Acquisition and integration related costs						8.5			2.0			5.0			3.2															1.6			0.5
Other expense						1.1			0.8			0.9			4.1															2.0			2.1
Non-GAAP income before income taxes(1)						144.2			137.1			131.8			183.6															166.1			151.6
Assumed rate for income tax expense (2)						25%			25%			25%			25%															26%			26%
Assumed provision for income tax expense						(36.0)			(34.3)			(33.0)			(45.9)															(43.2)			(39.4)
Non-GAAP net income(1)						$108.2			$102.8			$98.8			$137.7															$122.9			$112.2
Non-GAAP net income per share - diluted(3)						$0.27			$0.26			$0.25			$0.35															$0.31			$0.28
Weighted average outstanding shares - basic(3)						391.6			392.3			392.4			392.5															392.9			393.3
Weighted average outstanding shares - diluted(3)						393.7			394.1			394.3			394.5															394.2			394.5
__________________________
(1) Totals may not foot due to rounding.
(2) The assumed tax rate approximates our statutory federal and state corporate tax rate for the applicable period.
(3) Certain 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
						2021																								2022
						Q1			Q2			Q3			Q4															Q1			Q2
Net income						$74.2			$61.1			$64.3			$92.9															$89.3			$83.5
Amortization of acquired intangible assets						25.8			25.3			26.3			26.2															23.2			22.8
Depreciation and other amortization						8.5			7.0			6.6			6.9															7.0			7.0
Interest expense, net						7.9			7.9			7.9			7.9															7.7			3.4
Other (income) expense, net						0.1			(0.8)			(1.5)			(0.9)															(0.9)			(1.3)
Income tax expense						19.1			32.8			19.0			40.5															32.1			24.7
EBITDA(1)						$135.6			$133.3			$122.6			$173.4															$158.4			$140.0
Stock-based compensation expense						15.5			15.1			16.3			16.7															17.8			18.1
Acquisition and integration related costs						8.5			2.0			5.0			3.2															1.6			0.5
Adjusted EBITDA(1)						$159.6			$150.4			$143.9			$193.4															$177.9			$158.6
__________________________
(1) Totals may not foot due to rounding.

---

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, 2022												December 31, 2022
			Low						High						Low						High
Net income			$	63,000					$	71,000					$	310,000					$	325,000
Income tax expense			22,000						24,000						104,000						109,000
Income before income taxes			85,000						95,000						414,000						434,000
Amortization of acquired intangible assets			21,000						21,000						88,000						88,000
Stock-based compensation expense			19,000						19,000						74,000						74,000
Acquisition and integration related costs			—						—						2,000						2,000
Other expense			—						—						4,000						4,000
Non-GAAP income before income taxes			125,000						135,000						582,000						602,000
Assumed rate for income tax expense(1)			26		%				26		%				26		%				26		%
Assumed provision for income tax expense			(32,500)						(35,100)						(151,300)						(156,500)
Non-GAAP net income			$	92,500					$	99,900					$	430,700					$	445,500
Net income per share - diluted			$	0.16					$	0.18					$	0.79					$	0.82
Non-GAAP net income per share - diluted			$	0.23					$	0.25					$	1.09					$	1.13
Weighted average outstanding shares - diluted			394,800						394,800						394,700						394,700
__________________________
(1) The assumed tax rate approximates our statutory federal and state corporate tax rate for the applicable period.
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, 2022												December 31, 2022
			Low						High						Low						High
Net income			$	63,000					$	71,000					$	310,000					$	325,000
Amortization of acquired intangible assets			21,000						21,000						88,000						88,000
Depreciation and other amortization			10,000						10,000						34,000						34,000
Interest expense, net			(5,000)						(5,000)						1,000						1,000
Other income, net			—						—						(3,000)						(3,000)
Income tax expense			22,000						24,000						104,000						109,000
Stock-based compensation expense			19,000						19,000						74,000						74,000
Acquisition and integration related costs			—						—						2,000						2,000
Adjusted EBITDA			$	130,000					$	140,000					$	610,000					$	630,000

    

---

Investor Relations:

Cyndi Eakin
Senior Vice President
CoStar Group Investor Relations
(202) 346-6784

[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 a leading provider of online real estate marketplaces, information and analytics. 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 industry. 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. 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. Realla is the UK’s most comprehensive commercial property digital marketplace. BureauxLocaux is one of the largest specialized property portals for buying and leasing commercial real estate in France. CoStar Group’s websites attract tens of millions of unique monthly visitors. Headquartered in Washington, DC, CoStar Group maintains offices throughout the U.S., Europe, Canada and Asia. From time to time we plan to utilize our corporate website, www.costargroup.com, as a channel of distribution for material company information.

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, including trends and expectations related to revenue, revenue growth, net income, non-GAAP net income, EBITDA, adjusted EBITDA, adjusted EBITDA margin, sales, net new bookings, site traffic and visitors, leads, and renewal rates; the risk that the Company is unable to sustain current Company-wide, CoStar, Apartments or LoopNet net new bookings and that Multifamily market conditions remain favorable; the risk that revenues for the third quarter and full year 2022 will not be as stated in this press release; the risk that net income for the third quarter and full year 2022 will not be as stated in this press release; the risk that EBITDA for the third quarter and full year 2022 will not be as stated in this press release; the risk that adjusted EBITDA for the third quarter and full year 2022 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 2022 will not be as stated in this press release; the risk that the tax rate estimates stated in this press release may change; and potential declines in our revenues, revenue growth rates and profitability due to the impact of the COVID-19 pandemic on the commercial real estate industry and economic conditions on the real estate industry and our core customer base. 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, 2021 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, 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.