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8-K - 8-K - COSTAR GROUP, INC.form8-k2q.htm


Exhibit 99.1


Brian J. Radecki
Chief Financial Officer
(202) 336-6920
bradecki@costar.com
Richard Simonelli
Director Investor Relations
(202) 346-6394
rsimonelli@costar.com


CoStar Grows Year-Over-Year Revenue 28% and EBITDA 209%
Company Raises 2013 Revenue and Earnings Guidance


WASHINGTON, DC - July 24, 2013 - CoStar Group, Inc. (NASDAQ: CSGP), the primary provider of websites for commercial real estate information, analytics and marketing services, announced today that revenue for the second quarter of 2013 climbed to $109.0 million versus $85.2 million in the second quarter of 2012, which represents an increase of 28% year-over-year.

EBITDA in the second quarter of 2013 increased to $25.3 million compared to $8.2 million in the second quarter of 2012. This represents an increase of $17.1 million or 209% year-over-year. EBITDA margin rose to 23% for the second quarter of 2013, which is a 141% increase year-over-year.

“Net new sales in the second quarter grew 49% year-over-year leading us to our best sales, revenue and EBITDA results ever,” said Andrew C. Florance, Founder and Chief Executive Officer of CoStar. “Cross-selling between our CoStar and LoopNet client bases continues to gain momentum with total revenue synergies now reaching approximately $27.3 million, a 48% increase from last quarter. Record net new sales in the United Kingdom following the release of CoStarGo and CoStar Suite in the U.K. also contributed to our best ever quarter.”


Year 2012-2013 Quarterly Results - Unaudited
(in millions, except per share data)
 
2012
 
2013
 
Q1
Q2
Q3
Q4
 
Q1
Q2
 
 
 
 
 
 
 
 
Revenues
$
68.6

$
85.2

$
96.0

$
100.1

 
$
104.0

$
109.0

EBITDA
11.9

8.2

19.6

20.5

 
7.6

25.3

Net income (loss)
5.1

(6.7
)
6.8

4.7

 
(2.4
)
8.3

Net income (loss) per share - diluted
0.20

(0.25
)
0.24

0.17

 
(0.09
)
0.29

Weighted average outstanding shares - diluted
25.5

26.5

27.7

27.7

 
27.4

28.2

 
 
 
 
 
 
 
 
Adjusted EBITDA
15.3

20.4

25.6

25.1

 
25.7

32.6

Non-GAAP Net Income
8.2

10.5

13.1

12.6

 
13.0

17.2

Non-GAAP Net Income per share - diluted
0.32

0.39

0.47

0.46

 
0.47

0.61



   










Non-GAAP net income (defined below) in the second quarter of 2013 was $17.2 million or $0.61 per diluted share, which represents an increase of $6.7 million or 64% year-over-year. Net income in the second quarter of 2013 was $8.3 million or $0.29 per diluted share compared to a net loss of ($6.7) million in the second quarter of 2012. Adjusted EBITDA (which excludes stock based compensation and other items as defined below) was $32.6 million for the second quarter of 2013 versus $20.4 million in the second quarter of 2012, which is an increase of 60% year-over-year. Adjusted EBITDA margin was 30% for the second quarter of 2013.

As of June 30, 2013, the Company had approximately $211.8 million in cash, cash equivalents, short-term and long-term investments. This represents an increase of $22.7 million from the first quarter of 2013. Short and long-term debt associated with the LoopNet acquisition totaled approximately $161.9 million as of June 30, 2013.

2013 Outlook

“Based on the strength of our core information services and the LoopNet marketplace as well as continued progress on cross-selling initiatives, we are raising both our revenue and earnings guidance for 2013,” stated Brian J. Radecki, Chief Financial Officer of CoStar. For the third quarter of 2013, the Company expects revenue in the range of approximately $110 million to $112 million, and approximately $434 million to $438 million for the full year 2013, an increase of $6 million compared to the Company's prior guidance.

For the third quarter of 2013, the Company currently expects non-GAAP net income per diluted share (defined below) in the range of approximately $0.61 to $0.63. For the full year of 2013, the Company currently expects non-GAAP net income per diluted share in a range of approximately $2.31 to $2.36, an increase of approximately $0.16 at the midpoint compared to the Company's prior guidance.

The preceding forward-looking statements reflect CoStar's expectations as of July 24, 2013, including forward-looking non-GAAP financial measures on a consolidated basis. 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. 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 non-GAAP net income, EBITDA, adjusted EBITDA and all of the disclosed non-GAAP financial measures to their GAAP basis results are shown in detail below, along with definitions for those terms.


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 and integration 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 and integration related costs, (iv) purchase accounting adjustments, (v) restructuring charges and related costs and (vi) 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 38% tax rate in order to approximate our long-term effective corporate tax rate.

Non-GAAP net income per diluted share (also referred to as non-GAAP EPS) 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

Management will conduct a conference call to discuss earnings results for the second quarter of 2013 and the Company's outlook for 2013 at 11:00 a.m. EDT on Thursday, July 25, 2013. 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 (800) 288-8975 (from the United States and Canada) or (612) 288-0329 (from all other countries) and refer to conference code 297687. 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 297687. The webcast replay will also be available in the Investors section of CoStar's web site for a period of time following the call.







CoStar Group, Inc.
Condensed Consolidated Statements of Operations-Unaudited
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
For the Three Months
 
For the Six Months
 
 
Ended June 30,
 
Ended June 30,
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Revenues
 
$
108,999

 
$
85,223

 
$
213,032

 
$
153,852

Cost of revenues
 
32,101

 
28,172

 
65,707

 
52,506

Gross margin
 
76,898

 
57,051

 
147,325

 
101,346

 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
  Selling and marketing
 
23,536

 
20,016

 
50,514

 
35,566

  Software development
 
11,488

 
7,977

 
23,590

 
12,992

  General and administrative
 
22,697

 
25,491

 
52,517

 
39,985

  Purchase amortization
 
3,894

 
3,580

 
8,019

 
4,214

 
 
61,615

 
57,064

 
134,640

 
92,757

 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
15,283

 
(13
)
 
12,685

 
8,589

Interest and other income
 
83

 
131

 
187

 
381

Interest and other expense
 
(1,758
)
 
(1,200
)
 
(3,513
)
 
(1,200
)
Income (loss) before income taxes
 
13,608

 
(1,082
)
 
9,359

 
7,770

Income tax expense, net
 
5,315

 
5,628

 
3,476

 
9,348

Net income (loss)
 
$
8,293

 
$
(6,710
)
 
$
5,883

 
$
(1,578
)

 


 


 
 
 
 
Net income (loss) per share - basic
 
$
0.30

 
$
(0.25
)
 
$
0.21

 
$
(0.06
)
Net income (loss) per share - diluted
 
$
0.29

 
$
(0.25
)
 
$
0.21

 
$
(0.06
)

 


 


 
 
 
 
Weighted average outstanding shares - basic
 
27,636

 
26,465

 
27,532

 
25,797

Weighted average outstanding shares - diluted
28,168

 
26,465

 
28,032

 
25,797























CoStar Group, Inc.
Reconciliation of Non-GAAP Financial Measures-Unaudited
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
Reconciliation of Net Income (Loss) to Non-GAAP Net Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months
 
For the Six Months
 
 
Ended June 30,
 
Ended June 30,
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
8,293

 
$
(6,710
)
 
$
5,883

 
$
(1,578
)
Income tax expense, net
 
5,315

 
5,628

 
3,476

 
9,348

Income (loss) before income taxes
 
13,608

 
(1,082
)
 
9,359

 
7,770

Purchase amortization and other related costs
 
6,920

 
5,738

 
14,072

 
6,794

Stock-based compensation expense
 
7,156

 
2,741

 
24,482

 
4,928

Acquisition and integration related costs
 
133

 
9,472

 
638

 
10,642

Restructuring and related costs
 

 

 
271

 

Non-GAAP income before income taxes
 
27,817

 
16,869

 
48,822

 
30,134

Assumed rate for income tax expense, net *
 
38
%
 
38
%
 
38
%
 
38
%
Assumed provision for income tax expense, net
 
(10,570
)
 
(6,410
)
 
(18,552
)
 
(11,451
)
Non-GAAP net income
 
$
17,247

 
$
10,459

 
$
30,270

 
$
18,683

 
 
 
 
 
 
 
 
 
Net income (loss) per share - diluted
 
$
0.29

 
$
(0.25
)
 
$
0.21

 
$
(0.06
)
Non-GAAP net income per share - diluted
 
$
0.61

 
$
0.39

 
$
1.08

 
$
0.71

 
 
 
 
 
 
 
 
 
Weighted average outstanding shares - diluted**
 
28,168

 
26,872

 
28,032

 
26,200

 
 
 
 
 
 
 
 
 
* A 38% tax rate is assumed in order to approximate the Company's long-term effective corporate tax rate.
** For periods with GAAP net losses, the basic weighted-average outstanding shares are used to calculate the GAAP net loss per share as including the effect of the potentially dilutive securities would have an anti-dilutive effect. For periods with Non-GAAP net income, the diluted weighted-average outstanding shares are used to calculate Non-GAAP net income per share in order to reflect the impact of potentially dilutive securities.
 
 
 
 
 
 
 
 
 
Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months
 
For the Six Months
 
 
Ended June 30,
 
Ended June 30,
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
8,293

 
$
(6,710
)
 
$
5,883

 
$
(1,578
)
Purchase amortization in cost of revenues
 
3,026

 
2,158

 
6,053

 
2,580

Purchase amortization in operating expenses
 
3,894

 
3,580

 
8,019

 
4,214

Depreciation and other amortization
 
3,129

 
2,446

 
6,143

 
4,710

Interest income
 
(83
)
 
(131
)
 
(187
)
 
(381
)
Interest expense
 
1,758

 
1,200

 
3,513

 
1,200

Income tax expense (benefit), net
 
5,315

 
5,628

 
3,476

 
9,348

EBITDA
 
$
25,332

 
$
8,171

 
$
32,900

 
$
20,093

Stock-based compensation expense
 
7,156

 
2,741

 
24,482

 
4,928

Acquisition and integration related costs
 
133

 
9,472

 
638

 
10,642

Restructuring and related costs
 

 

 
271

 

Adjusted EBITDA
 
$
32,621

 
$
20,384

 
$
58,291

 
$
35,663








CoStar Group, Inc.
Condensed Consolidated Balance Sheets - Unaudited
(in thousands)
 
 
 
 
 
 
 
June 30,
 
December 31,
 
 
2013
 
2012
 
 
(Unaudited)
 
 
ASSETS
 
 
 
 
Current assets:
 
 
 
 
  Cash and cash equivalents
 
$
190,101

 
$
156,027

  Short-term investments
 

 
37

  Accounts receivable, net
 
24,808

 
16,392

  Deferred income taxes, net
 
16,721

 
9,256

  Income tax receivable
 
1,796

 
5,357

  Prepaid and other current assets
 
8,452

 
9,560

  Debt issuance costs, net
 
2,820

 
2,934

Total current assets
 
244,698

 
199,563

 
 
 
 
 
Long-term investments
 
21,675

 
21,662

Property and equipment, net
 
49,693

 
46,308

Goodwill
 
716,580

 
718,078

Intangible and other assets, net
 
157,126

 
170,632

Deposits and other assets
 
2,023

 
2,274

Debt issuance costs, net
 
5,223

 
6,622

Total assets
 
$
1,197,018

 
$
1,165,139

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
  Accounts payable and accrued expenses
 
$
48,981

 
$
51,590

  Current portion of long-term debt
 
19,688

 
17,500

  Deferred revenue
 
34,066

 
32,548

Total current liabilities
 
102,735

 
101,638

 
 
 
 
 
Long-term debt, less current portion
 
142,187

 
153,125

Deferred gain on sale of building
 
27,548

 
28,809

Deferred rent
 
19,670

 
17,305

Deferred income taxes, net
 
35,417

 
34,071

Income taxes payable
 
2,865

 
2,818

Other long-term liabilities
 

 
1,030

 
 
 
 
 
Stockholders' equity
 
866,596

 
826,343

Total liabilities and stockholders' equity
 
$
1,197,018

 
$
1,165,139












CoStar Group, Inc.
Results of Segments-Unaudited
(in thousands)
 
 
 
 
 
 
 
 
 
For the Three Months
 
For the Six Months
 
Ended June 30,
 
Ended June 30,
 
2013
 
2012
 
2013
 
2012
Revenues
 
 
 
 
 
 
 
United States
$
104,236

 
$
80,468

 
$
203,532

 
$
144,453

International
 
 
 
 
 
 
 
    External customers
4,763

 
4,755

 
9,500

 
9,399

    Intersegment revenue *
30

 
423

 
146

 
766

Total international revenue
4,793

 
5,178

 
9,646

 
10,165

Intersegment eliminations
(30
)
 
(423
)
 
(146
)
 
(766
)
Total revenues
$
108,999

 
$
85,223

 
$
213,032

 
$
153,852

 
 
 
 
 
 
 
 
EBITDA
 
 
 
 
 
 
 
United States**
$
26,468

 
$
10,389

 
$
35,754

 
$
23,614

International ***
(1,136
)
 
(2,218
)
 
(2,854
)
 
(3,521
)
Total EBITDA
$
25,332

 
$
8,171

 
$
32,900

 
$
20,093

 
 
 
 
 
 
 
 
*Intersegment revenue is attributable to services performed for the Company's wholly owned subsidiary, Property and Portfolio Research, Inc ("PPR"), by Property and Portfolio Research Ltd., a wholly owned subsidiary of PPR. Intersegment revenue is recorded at an amount 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.
 
 
 
 
 
 
 
 
**U.S. EBITDA includes an allocation of approximately $300,000 and $0 for the three months ended June 30, 2013 and 2012, respectively. U.S. EBITDA includes an allocation of approximately $300,000 and $0 for the six months ended June 30, 2013 and 2012, respectively. The allocation represents costs incurred for International employees involved in development activities of the Company's U.S. operating segment.
 
 
 
 
 
 
 
 
***International EBITDA includes a corporate allocation of approximately $100,000 and $1.4 million for the three months ended June 30, 2013 and 2012, respectively. International EBITDA includes a corporate allocation of approximately $200,000 and $2.2 million for the six months ended June 30, 2013 and 2012, respectively. The corporate allocation represents costs incurred for U.S. employees involved in management and expansion activities of the Company's International operating segment.










Reconciliation of Non-GAAP Financial Measures with 2012-2013 Quarterly Results - Unaudited
 
(in millions, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of Net Income (Loss) to Non-GAAP Net Income
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
2013
 
 
Q1
Q2
Q3
Q4
 
Q1
Q2
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
5.1

$
(6.7
)
$
6.8

$
4.7

 
$
(2.4
)
$
8.3

Income tax expense (benefit), net
 
3.7

5.6

0.4

3.5

 
(1.8
)
5.3

Income (loss) before income taxes
 
8.8

(1.1
)
7.2

8.2

 
(4.2
)
13.6

Purchase amortization and other related costs
 
1.0

5.8

7.9

7.6

 
7.1

6.9

Stock-based compensation expense
 
2.2

2.7

3.7

3.6

 
17.3

7.2

Acquisition and integration related costs
 
1.2

9.5

2.3

1.0

 
0.5

0.1

Restructuring and related costs
 




 
0.3


Non-GAAP income before income taxes
 
13.2

16.9

21.1

20.4

 
21.0

27.8

Assumed rate for income tax expense, net *
 
38
%
38
%
38
%
38
%
 
38
%
38
%
Assumed provision for income tax expense, net
 
(5.0
)
(6.4
)
(8.0
)
(7.8
)
 
(8.0
)
(10.6
)
Non-GAAP net income
 
$
8.2

$
10.5

$
13.1

$
12.6

 
$
13.0

$
17.2

 
 
 
 
 
 
 
 
 
Non-GAAP net income per share - diluted
 
$
0.32

$
0.39

$
0.47

$
0.46

 
$
0.47

$
0.61

 
 
 
 
 
 
 
 
 
Weighted average outstanding shares - diluted**
 
25.5

26.9

27.7

27.7

 
27.9

28.2

 
 
 
 
 
 
 
 
 
* A 38% tax rate is assumed in order to approximate the Company's long-term effective corporate tax rate.
 
 
 
 
 
 
 
 
 
** For periods with GAAP net losses, the basic weighted-average outstanding shares are used to calculate the GAAP net loss per share as including the effect of the potentially dilutive securities would have an anti-dilutive effect. For periods with Non-GAAP net income, the diluted weighted-average outstanding shares are used to calculate Non-GAAP net income per share in order to reflect the impact of potentially dilutive securities.
 
 
Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA
 
 
 
 
 
 
 
 
 
 
 
 

 

 
 
2012
 
2013

 
Q1
Q2
Q3
Q4
 
Q1
Q2
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
5.1

$
(6.7
)
$
6.8

$
4.7

 
$
(2.4
)
$
8.3

Purchase amortization
 
1.0

5.8

7.9

7.6

 
7.1

6.9

Depreciation and other amortization
 
2.3

2.4

2.8

3.0

 
3.0

3.1

Interest income
 
(0.2
)
(0.1
)
(0.1
)
(0.1
)
 
(0.1
)
(0.1
)
Interest expense
 

1.2

1.8

1.8

 
1.8

1.8

Income tax expense (benefit), net
 
3.7

5.6

0.4

3.5

 
(1.8
)
5.3

EBITDA
 
$
11.9

$
8.2

$
19.6

$
20.5

 
$
7.6

$
25.3

Stock-based compensation expense
 
2.2

2.7

3.7

3.6

 
17.3

7.2

Acquisition and integration related costs
 
1.2

9.5

2.3

1.0

 
0.5

0.1

Restructuring and related costs
 




 
0.3


Adjusted EBITDA
 
$
15.3

$
20.4

$
25.6

$
25.1

 
$
25.7

$
32.6











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 Twelve Months
 
Ended September 30, 2013
 
Ended December 31, 2013
 
Low
 
High
 
Low
 
High
 
 
 
 
 
 
 
 
Net income
$
7,400

 
$
8,400

 
$
21,300

 
$
23,900

Income tax expense, net
5,400

 
6,100

 
14,100

 
16,000

Income before income taxes
12,800

 
14,500

 
35,400

 
39,900

Purchase amortization and other related costs
6,700

 
6,700

 
27,000

 
27,000

Stock-based compensation expense
8,000

 
7,400

 
41,000

 
39,000

Acquisition and integration related costs

 

 
700

 
700

Restructuring and related costs
300

 
100

 
600

 
400

Non-GAAP Income before income taxes
27,800

 
28,700

 
104,700

 
107,000

Assumed rate for income tax expense, net *
38
%
 
38
%
 
38
%
 
38
%
Assumed provision for income tax expense, net
(10,564
)
 
(10,906
)
 
(39,786
)
 
(40,660
)
Non-GAAP Net Income
$
17,236

 
$
17,794

 
$
64,914

 
$
66,340

 
 

 
 

 
 

 
 

Net Income per share - diluted
$
0.26

 
$
0.30

 
$
0.76

 
$
0.85

Non-GAAP Net Income per share - diluted
$
0.61

 
$
0.63

 
$
2.31

 
$
2.36

 
 

 
 

 
 

 
 

Weighted average outstanding shares - diluted
28,200

 
28,200

 
28,100

 
28,100

 
 
 
 
 
 
 
 
* A 38% tax rate is assumed in order to approximate the Company's long-term effective corporate tax rate.
 
 
 
 
Reconciliation of Forward-Looking Guidance, Net Income to Adjusted EBITDA
 
 
 
 
 
Guidance Range
 
Guidance Range
 
For the Three Months
 
For the Twelve Months
 
Ended September 30, 2013
 
Ended December 31, 2013
 
Low
 
High
 
Low
 
High
Net income
$
7,400

 
$
8,400

 
$
21,300

 
$
23,900

Purchase amortization and other related costs
6,700

 
6,700

 
27,000

 
27,000

Depreciation and other amortization
3,200

 
3,200

 
12,500

 
12,500

Interest and other expense (income), net
1,600

 
1,600

 
6,700

 
6,700

Income tax expense, net
5,400

 
6,100

 
14,100

 
16,000

Stock-based compensation expense
8,000

 
7,400

 
41,000

 
39,000

Acquisition and integration related costs

 

 
700

 
700

Restructuring and related costs
300

 
100

 
600

 
400

Adjusted EBITDA
$
32,600

 
$
33,500

 
$
123,900

 
$
126,200











About CoStar Group, Inc.
CoStar Group (NASDAQ: CSGP) is the primary provider of websites for commercial real estate information, analytics and marketing 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. Through LoopNet, the Company operates the most heavily trafficked commercial real estate marketplace online with more than 7 million registered members. CoStar operates websites that have over 9 million unique monthly visitors in aggregate. Headquartered in Washington, DC, CoStar maintains offices throughout the U.S. and in Europe with a staff of approximately 2,000 worldwide, including the industry's largest professional research organization. For more information, visit www.costar.com.


This news release contains "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's financial expectations, the company's plans, objectives, expectations 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 and are subject to significant risks and uncertainties. Actual results may differ materially from the results anticipated in 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 cannot be sustained at the current pace, including trends related to sales, cross-selling, earnings, and revenue growth; the risk that the company does not achieve its earnings goals when and as stated in this release; the risk that revenues for the third quarter of 2013 and full year 2013 will not be as stated in this press release; the risk that non-GAAP net income per diluted share for the third quarter of 2013 and full year 2013 will not be as stated in this press release; the risk that the amount and timing of any stock-based compensation incurred and recorded will not be as expected; the risk that the integration of LoopNet will not continue to result in anticipated cost savings or synergies; the risk that the combination of CoStar and LoopNet does not result in or create the anticipated benefits for CoStar; and the risk that the businesses of LoopNet and CoStar may not be combined successfully or in a timely and cost-efficient manner. Additional factors that could cause results to differ materially from those anticipated in the forward-looking statements can be found in CoStar's Annual Report on Form 10-K for the year ended December 31, 2012, and CoStar's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, each filed with the SEC, including in the “Risk Factors” section of those filings, and the company's other filings with the SEC available at the SEC's website (www.sec.gov). CoStar assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.