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8-K - CURRENT REPORT, ITEMS 2.02, 9.01 - COSTAR GROUP, INC.form8-k.htm
 
 
 
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ANALYSTS/INVESTORS:
Brian J. Radecki
Chief Financial Officer
(202) 336-6920
bradecki@costar.com

Frank A. Carchedi
Senior Vice President, Corporate Development
(202) 336-6937
fcarchedi@costar.com
 
 
CoStar Group, Inc. Announces First Quarter 2011 Results

Market Recovery Drives Second-Highest Quarterly Net New Sales in Company’s History;
Revenue Outlook Raised as Customer Renewal Rate Posts Largest Year-over-Year Increase

Conference Call to Discuss First Quarter Results Scheduled for 5:00PM EDT Today;
See Updated Call Information Included in this Release


WASHINGTON, DC – April 27, 2011 – CoStar Group, Inc. (NASDAQ: CSGP), commercial real estate's leading provider of information and analytic services, announced that revenues for the first quarter of 2011 totaled $59.6 million, an increase of $1.4 million compared to revenue of $58.2 million in the fourth quarter of 2010.

Net income increased 57% from the first quarter of 2010 compared to the first quarter of 2011. Net income for the quarter ended March 31, 2011 increased to $4.5 million, or $0.22 per diluted share, compared to net income of $2.9 million, or $0.14 per diluted share for the quarter ended March 31, 2010. EBITDA (defined below) for the quarter ended March 31, 2011 increased to $10.5 million, compared to EBITDA of $8.8 million for the quarter ended March 31, 2010.

As of March 31, 2011, the Company had $325 million in cash, cash equivalents, short-term and long-term investments, which is an increase of $85.7 million since December 31, 2010. Please refer to the Company’s separate press release issued earlier today announcing its agreement to acquire LoopNet, Inc.
 
Year 2010-2011 Quarterly Results - Unaudited
 
(in millions, except per share data)
 
   
2010
   
2011
 
    Q1     Q2     Q3     Q4     Q1  
                                         
Revenues
  $ 55.1     $ 55.8     $ 57.1     $ 58.2     $ 59.6  
EBITDA
    8.8       7.8       9.4       10.4       10.5  
Net income
    2.9       3.3       3.4       3.8       4.5  
Net income per share - diluted
    0.14       0.16       0.16       0.18       0.22  
Weighted average outstanding shares - diluted
    20.6       20.6       20.7       20.9       21.0  
 
 
 
 

 
 
“I am very pleased to report exceptionally strong demand for our core subscription-based services during the first quarter as the market recovery took hold,” said CoStar Group Founder and CEO Andrew Florance. “Companywide quarterly net new sales surged 47% over the previous quarter and increased 337% year-over-year. The Company achieved its second-highest increase in organic net new sales during the quarter, reflecting the growing momentum in sales that we reported last quarter.”

The Company’s in-quarter renewal rate increased to more than 93% in the first quarter of 2011 from approximately 91% in the fourth quarter of 2010, and the 12-month trailing renewal rate for subscription-based services grew to 92%, an increase of 6 percentage points from approximately 86% one year ago.

“The 12-month trailing renewal rate posted the largest one-year improvement in the Company’s history,” noted Florance. Subscription-based revenue accounted for approximately 94% of the Company's total revenue in the first quarter of 2011.


2011 OUTLOOK

The following forward-looking statements reflect CoStar’s expectations as of April 27, 2011, including forward-looking non-GAAP financial measures on a standalone basis – not including the potential acquisition of LoopNet and related costs. We are not able to forecast with certainty whether or when certain events, such as acquisition-related costs, restructuring, settlements or impairments will occur in any given quarter. Given the risk factors, uncertainties and assumptions discussed above, actual results may differ materially. The Company does not intend to update its forward-looking statements until its next quarterly results announcement, other than in publicly available statements.
 
 
“Based on our outstanding first quarter of 2011 results and continued signs of recovery in commercial real estate, we are pleased to raise the high end of our 2011 annual revenue guidance by approximately $2.0 million to approximately $242 million to $246 million in revenues," stated CoStar Group Chief Financial Officer Brian J. Radecki. “For the second quarter of 2011, we expect approximately $60.0 million to $60.8 million in revenues.”

For the full year of 2011, the Company expects non-GAAP net income per diluted share (defined below) of approximately $1.15 to $1.25. For the second quarter of 2011, the Company expects non-GAAP net income per diluted share of approximately $0.27 to $0.31.

Additionally, during the third quarter of 2011, the Company expects approximately $1.8 million to $2.2 million of restructuring costs associated with the consolidation of its White Marsh, MD, offices into its Columbia, MD, and Washington, DC, offices.  The office consolidation is expected to lead to expense savings of $1 million per year moving forward.

The Company expects its annual tax rate for 2011 to be approximately 40%.
 
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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, Inc. before (i) interest income (expense), (ii) provision for income taxes, and (iii) depreciation and amortization.

Adjusted EBITDA is a non-GAAP financial measure that represents EBITDA before (i) stock-based compensation expense, (ii) acquisition-related costs, (iii) restructuring charges and related costs, (iv) costs related to the acquisition and transition of the Company’s corporate headquarters, and (v) settlements and impairments incurred outside the Company’s normal business operations.

Non-GAAP net income is a non-GAAP financial measure that represents GAAP net income attributable to CoStar Group, Inc. before (i) purchase amortization and other related costs, (ii) stock-based compensation expense, (iii) acquisition-related costs, (iv) purchase accounting adjustments; (v) restructuring charges and related costs, (vi) costs related to the acquisition and transition of the Company’s corporate headquarters, and (vii) settlements and impairments. From this figure, we then subtract an assumed provision for income taxes to arrive at Non-GAAP net income. We assume a 40% tax rate in order to approximate our long-term effective corporate tax rate.

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.

Earnings Conference Call

PLEASE NOTE NEW DATE, TIME AND DIAL IN NUMBER FOR EARNINGS CONFERENCE CALL:

The previously scheduled earnings conference call scheduled for Thursday, April 28, 2011 at 11:00 a.m. EDT is cancelled. Management will conduct a conference call to discuss earnings results for the first quarter of 2011, and the company's outlook for the second quarter of 2011 at 5:00 p.m. EDT on Wednesday, April 27, 2011. The audio portion of the conference call will be broadcast live over the Internet at http://www.costar.com/investors.aspx. To join the conference call by telephone, please dial (877) 209-9920 (from the United States and Canada) or (612) 332-0530 (from all other countries) and refer to conference code 202437. An audio recording of the conference call will be available approximately one hour after the live call concludes and remain available for a period of time following the call. To access the recorded call, please dial (800) 475-6701 (from the U.S. and Canada) or (320) 365-3844 (from all other countries) using access code 202437. The webcast replay will also be available in the Investors section of CoStar's web site for a period of time following the call.
 
 
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CoStar Group, Inc.
 
Condensed Consolidated Statements of Operations-Unaudited
 
(in thousands, except per share data)
 
             
   
For the Three Months
 
   
Ended March 31,
 
   
2011
   
2010
 
             
             
Revenues
  $ 59,618     $ 55,093  
Cost of revenues
    22,566       21,200  
Gross margin
    37,052       33,893  
                 
Operating expenses:
               
  Selling and marketing
    13,246       12,629  
  Software development
    5,268       4,197  
  General and administrative
    10,899       11,275  
  Purchase amortization
    543       690  
      29,956       28,791  
                 
Income from operations
    7,096       5,102  
Interest and other income, net
    202       238  
Income before income taxes
    7,298       5,340  
Income tax expense, net
    2,766       2,451  
Net income
  $ 4,532     $ 2,889  
                 
Net income per share - basic
  $ 0.22     $ 0.14  
Net income per share - diluted
  $ 0.22     $ 0.14  
                 
Weighted average outstanding shares - basic
    20,531       20,249  
Weighted average outstanding shares - diluted
    20,965       20,602  
                 
 
 
 
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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
       
             
   
For the Three Months
 
   
Ended March 31,
 
   
2011
   
2010
 
             
Net income
  $ 4,532     $ 2,889  
Income tax expense, net
    2,766       2,451  
Income before income taxes
    7,298       5,340  
Purchase amortization and other related costs
    850       1,190  
Stock-based compensation expense
    2,064       2,007  
Acquisition related costs
    323       -  
Restructuring and related costs
    -       -  
Headquarters acquisition and transition related costs *
    -       199  
Settlements and Impairments
    (272 )     -  
Non-GAAP Income before income taxes
    10,263       8,736  
Assumed rate for income tax expense, net **
    40 %     40 %
Assumed provision for income tax expense, net
    (4,105 )     (3,494 )
Non-GAAP Net Income
  $ 6,158     $ 5,242  
                 
Net Income per share - diluted
  $ 0.22     $ 0.14  
Non-GAAP Net Income per share - diluted
  $ 0.29     $ 0.25  
                 
Weighted average outstanding  shares - diluted
    20,965       20,602  
                 
* Includes building depreciation of approximately $184,000 for the three months ended March 31, 2010.
** A 40% tax rate is assumed in order to approximate the Company's long-term effective corporate tax rate.
                 
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
         
                 
   
For the Three Months
 
   
Ended March 31,
 
    2011     2010  
                 
Net income
  $ 4,532     $ 2,889  
Purchase amortization in cost of revenues
    307       500  
Purchase amortization in operating expenses
    543       690  
Depreciation and other amortization
    2,582       2,458  
Interest income, net
    (202 )     (238 )
Income tax expense, net
    2,766       2,451  
EBITDA
  $ 10,528     $ 8,750  
Stock-based compensation expense
    2,064       2,007  
Acquisition related costs
    323       -  
Restructuring and related costs
    -       -  
Headquarters acquisition and transition related costs ***
    -       15  
Settlements and Impairments
    (272 )     -  
Adjusted EBITDA
  $ 12,643     $ 10,772  
                 
*** Includes no building depreciation for the three months ended March 31, 2010.
         
 
 
 
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CoStar Group, Inc.
 
Condensed Consolidated Balance Sheets
 
(in thousands)
 
             
   
March 31,
   
December 31,
 
   
2011
   
2010
 
   
(Unaudited)
       
ASSETS
           
Current assets:
           
  Cash and cash equivalents
  $ 292,252     $ 206,405  
  Short-term investments
    3,657       3,722  
  Accounts receivable, net
    16,240       13,094  
  Deferred income taxes, net
    5,494       5,203  
  Prepaid expenses and other current assets
    4,179       5,809  
  Income tax receivable
    4,940       4,940  
Total current assets
    326,762       239,173  
                 
Long-term investments
    29,114       29,189  
Deferred income taxes, net
    12,652       -  
Property and equipment, net
    36,886       69,921  
Goodwill
    80,488       79,602  
Intangible and other assets, net
    17,898       18,774  
Deposits and other assets
    2,679       2,989  
Total assets
  $ 506,479     $ 439,648  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
  Accounts payable and accrued expenses
  $ 31,167     $ 33,999  
  Income taxes payable
    14,831       -  
  Deferred revenue
    18,845       16,895  
Total current liabilities
    64,843       50,894  
                 
Deferred gain on sale of building
    33,225       -  
Deferred rent
    17,216       4,032  
Deferred income taxes, net
    -       1,450  
Income taxes payable
    1,797       1,770  
                 
Total stockholders' equity
    389,398       381,502  
Total liabilities and stockholders' equity
  $ 506,479     $ 439,648  
 
 
 
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CoStar Group, Inc.
 
Results of Segments-Unaudited
 
(in thousands)
 
             
   
For the Three Months
 
   
Ended March 31,
 
   
2011
   
2010
 
Revenues
           
United States
  $ 55,036     $ 50,617  
International
               
    External customers
    4,582       4,476  
    Intersegment revenue *
    254       332  
Total international revenue
    4,836       4,808  
Intersegment eliminations
    (254 )     (332 )
Total Revenues
  $ 59,618     $ 55,093  
                 
EBITDA
               
United States
  $ 11,361     $ 9,412  
International **
    (833 )     (662 )
Total EBITDA
  $ 10,528     $ 8,750  
                 
* Intersegment revenue is attributable to services performed by Property and Portfolio Research Ltd., a wholly owned subsidiary of Property and Portfolio Research, Inc. (PPR), for PPR. Intersegment revenue is recorded at what the Company believes approximates fair value. U.S. EBITDA includes a corresponding cost for the services performed by Property and Portfolio Research Ltd. for PPR.
 
** International EBITDA includes a corporate allocation of approximately $40,000 and $200,000 for the three months ended March 31, 2011 and 2010, respectively.
 
 
 
Reconciliation of Non-GAAP Financial Measures with 2010-2011 Quarterly Results - Unaudited
 
(in millions)
                             
   
2010
   
2011
 
    Q1     Q2     Q3     Q4     Q1  
                                         
Net income
  $ 2.9     $ 3.3     $ 3.4     $ 3.8     $ 4.5  
Purchase amortization
    1.2       0.8       0.9       0.9       0.8  
Depreciation and other amortization
    2.4       2.5       2.4       2.5       2.6  
Interest income, net
    (0.2 )     (0.2 )     (0.2 )     (0.2 )     (0.2 )
Income tax expense, net
    2.5       1.4       2.9       3.4       2.8  
EBITDA
  $ 8.8     $ 7.8     $ 9.4     $ 10.4     $ 10.5  
 
 
 
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Reconciliation of Forward-Looking Guidance, Net Income to Non-GAAP Net Income
 
(in thousands, except per share data)
                       
   
Guidance Range
   
Guidance Range
 
   
For the Three Months
   
For the Twelve Months
 
   
Ended June 30, 2011
   
Ended December 31, 2011
 
   
Low
   
High
   
Low
   
High
 
                         
Net income
  $ 180     $ 580     $ 11,200     $ 12,000  
Income tax expense, net
    120       387       7,467       8,000  
Income before income taxes
    300       967       18,667       20,000  
Purchase amortization and other related costs
    800       900       3,300       3,700  
Stock-based compensation expense
    2,000       2,200       8,100       9,000  
Acquisition related costs
    6,400       6,900       8,500       9,000  
Restructuring and related costs
    -       -       1,800       2,200  
Headquarters acquisition and transition related costs
    -       -       -       -  
Settlements and Impairments
    -       -       (272 )     (272 )
Non-GAAP Income before income taxes
    9,500       10,967       40,095       43,628  
Assumed rate for income tax expense, net *
    40 %     40 %     40 %     40 %
Assumed provision for income tax expense, net
    (3,800 )     (4,387 )     (16,038 )     (17,451 )
Non-GAAP Net Income
  $ 5,700     $ 6,580     $ 24,057     $ 26,177  
                                 
Net Income per share - diluted
  $ 0.01     $ 0.03     $ 0.53     $ 0.57  
Non-GAAP Net Income per share - diluted
  $ 0.27     $ 0.31     $ 1.15     $ 1.25  
                                 
Weighted average outstanding shares - diluted
    20,950       20,950       21,000       21,000  
                                 
* A 40% tax rate is assumed in order to approximate the Company's long-term effective corporate tax rate.
 
 
 
 
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About CoStar Group, Inc.
CoStar Group (Nasdaq: CSGP) is commercial real estate's leading provider of information and analytic services. 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. Headquartered in Washington, DC, CoStar maintains offices throughout the U.S. and in Europe with a staff of approximately 1,500 worldwide, including the industry's largest professional research organization. For more information, visit www.costar.com.
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This news release includes "forward-looking statements" including without limitation, statements regarding CoStar's expectations, beliefs, intentions or strategies regarding the future. These statements are subject to many risks and uncertainties that could cause actual results to differ materially from these statements. More information about potential factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, those stated in CoStar's filings from time to time with the Securities and Exchange Commission, including CoStar's Form 10-K for the year ended December 31, 2010, under the heading "Risk Factors." In addition to these statements, there can be no assurance that the market recovery will continue at the current pace; that the Company’s growing momentum in sales will continue; that the recovery in commercial real estate will continue at its current pace or at all; that the positive industry trends will translate into continued revenue growth and higher renewal rates; that revenues for the second quarter of 2011 and full year 2011 will be as stated in this press release; that non-GAAP net income per diluted share for the second quarter of 2011 and full year 2011 will be as stated in this press release; that restructuring costs associated with the consolidation of our offices during the third quarter of 2011 will be as stated in this press release; that the office consolidation will happen when expected or that it will lead to expense savings as expected; and that our annual tax rate for 2011 will be as stated in this press release.  All forward-looking statements are based on information available to CoStar on the date hereof, and CoStar assumes no obligation to update such statements, whether as a result of new information, future events or otherwise.
 
 
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