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8-K - 8-K - COSTAR GROUP, INC.csgp-20200728.htm

Exhibit 99.1
newcostargroupa3911.jpg

CoStar Group Second Quarter 2020 Revenues Increase 16% Year-over-Year with June Sales Reaching All Time Record of $22 Million While Cash Position Exceeds $3.5 Billion

WASHINGTON – July 28, 2020 - 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, 2020, was $397 million, an increase of 16% over revenue of $344 million for the second quarter of 2019. Net income for the second quarter of 2020 was $60 million, or $1.60 per diluted share. Adjusted EBITDA (which excludes stock-based compensation, acquisition and integration related costs and other items as described below) for the second quarter of 2020 was $129 million, an increase of 17% compared to adjusted EBITDA of $110 million for the second quarter of 2019.

“Our team delivered an outstanding set of results in the second quarter as we grew revenue 16%, increased adjusted EBITDA by 17%, set a record sales month, raised $2.7 billion dollars in the equity and debt markets and acquired Ten-X – all while working 100% from remote locations,” said Andrew C. Florance, Founder and Chief Executive Officer of CoStar Group. “Our results indicate that our business is not only resilient but is in fact clearly countercyclical. Traffic to our Apartments.com and LoopNet marketplaces are at record levels, exceeding pre-pandemic levels. We had 62 million monthly unique visitors on our platforms in the second quarter, an increase of 13% over our record traffic levels of 55 million monthly unique visitors reached in the first quarter of 2020.”

Florance continued, “We generated company-wide net new sales bookings of $35 million in the second quarter of 2020, with sales levels increasing each month to a record $22 million of annualized net new sales in June. Our Apartments.com platform delivered record sales, traffic and revenue in the second quarter, once again demonstrating that our solutions are mission critical to our clients, and even more so in an environment of limited person-to-person contact. Our increased brand marketing campaign is producing strong results, generating over three billion impressions in the second quarter, an increase of 57% over the second quarter of 2019. Our investment to create higher levels of brand awareness is driving record sales results.”


Year 2019-2020 Quarterly Results - Unaudited
(in millions, except per share data)
20192020
Q1Q2Q3Q4Q1Q2
Revenues$328$344$353$375$392$397
Net income856379887360
Net income per share - diluted2.331.732.152.391.981.60
Weighted average outstanding shares - diluted36.636.636.736.736.837.7
EBITDA11394113125100109
Adjusted EBITDA125110129142124129
Non-GAAP net income9282961039088
Non-GAAP net income per share - diluted2.532.232.612.822.442.34




Non-GAAP net income (which excludes amortization of acquired intangible assets, stock-based compensation and other items as described below) for the second quarter of 2020 was $88 million or $2.34 per diluted share.

2020 Outlook
With our strong financial results in the second quarter and the initial disruption from the COVID-19 pandemic behind us, we are reinstating guidance for the full year 2020.

The Company expects revenue in the range of $1.63 billion to $1.64 billion for the full year of 2020, representing growth of approximately 17% for the year. This guidance includes an estimated partial year 2020 revenue contribution from Ten-X of $25 to $30 million. We expect revenue for the third quarter of 2020 in the range of $415 million to $420 million, representing revenue growth of 18% year-over-year at the midpoint of the range.

The Company expects adjusted EBITDA in a range of $515 million to $525 million for the full year of 2020, an increase of 3% at the midpoint of the range compared to 2019. Ten-X is not expected to have a material impact on adjusted EBITDA in the second half of 2020. For the third quarter of 2020, the Company expects adjusted EBITDA in a range of $120 million to $125 million.

We expect full-year 2020 non-GAAP net income per diluted share in a range of $9.22 to $9.42 based on 38.3 million shares. For the third quarter of 2020, we expect non-GAAP net income per diluted share in a range of $2.00 to $2.10 based on 39.4 million shares. These ranges include an estimated non-GAAP tax rate of 25% for the full year and the third quarter.

The preceding guidance does not include any operating results from the proposed RentPath acquisition.

The preceding forward-looking statements reflect CoStar Group’s expectations as of July 28, 2020, 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, 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 for pending and completed acquisitions, 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 for pending and completed acquisitions, 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 2020, 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 at 5:00 PM EDT on Tuesday, July 28, 2020 to discuss earnings results for the second quarter 2020 and the Company’s outlook. The audio portion of the conference call will be broadcast live over the Internet at investors.costargroup.com. To join the conference call by telephone, please dial (833) 714-0936 (from the United States and Canada) or +1 778 560 2890 (from all other countries) and refer to access code 9066087. The webcast replay will also be available in the Investor section of CoStar Group's 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,
2020201920202019
Revenues                                                                          $397,159  $343,760  $789,006  $672,185  
Cost of revenues  74,040  71,918  152,949  143,071  
Gross profit  323,119  271,842  636,057  529,114  
Operating expenses:
Selling and marketing (excluding customer base amortization)130,461  119,075  255,568  207,169  
Software development  39,001  28,455  80,611  56,383  
General and administrative   57,403  42,337  116,276  82,413  
Customer base amortization  14,935  7,175  26,419  14,857  
241,800  197,042  478,874  360,822  
Income from operations  81,319  74,800  157,183  168,292  
Interest (expense) income(3,596) 4,678  (1,945) 8,890  
Other (expense) income(474) 538  367  539  
Income before income taxes   77,249  80,016  155,605  177,721  
Income tax expense16,889  16,768  22,452  29,304  
Net income     $60,360  $63,248  $133,153  $148,417  
Net income per share - basic $1.61  $1.74  $3.60  $4.09  
Net income per share - diluted    $1.60  $1.73  $3.57  $4.06  
Weighted average outstanding shares - basic                                                                          37,524  36,310  36,998  36,273  
Weighted average outstanding shares - diluted37,734  36,627  37,256  36,597  






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,
2020201920202019
Net income $60,360  $63,248  $133,153  $148,417  
Income tax expense16,889  16,768  22,452  29,304  
Income before income taxes77,249  80,016  155,605  177,721  
Amortization of acquired intangible assets20,989  12,208  38,478  25,403  
Stock-based compensation expense9,527  13,816  24,707  25,845  
Acquisition and integration related costs10,031  492  18,744  741  
Restructuring and related costs—  2,180  —  2,248  
Non-GAAP income before income taxes117,796  108,712  237,534  231,958  
Assumed rate for income tax expense *25 %25 %25 %25 %
Assumed provision for income tax expense(29,449) (27,178) (59,384) (57,989) 
Non-GAAP net income$88,347  $81,534  $178,150  $173,969  
Net income per share - diluted$1.60  $1.73  $3.57  $4.06  
Non-GAAP net income per share - diluted$2.34  $2.23  $4.78  $4.75  
Weighted average outstanding shares - basic37,524  36,310  36,998  36,273  
Weighted average outstanding shares - diluted37,734  36,627  37,256  36,597  
* A 25% tax rate is assumed for 2020 and 2019, which approximates our statutory corporate tax rate.
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
Net income $60,360  $63,248  $133,153  $148,417  
Amortization of acquired intangible assets in cost of revenues6,054  5,033  12,059  10,546  
Amortization of acquired intangible assets in operating expenses14,935  7,175  26,419  14,857  
Depreciation and other amortization6,990  6,546  13,757  13,010  
Interest expense (income)3,596  (4,678) 1,945  (8,890) 
Other expense (income)474  (538) (367) (539) 
Income tax expense16,889  16,768  22,452  29,304  
EBITDA$109,298  $93,554  $209,418  $206,705  
Stock-based compensation expense9,527  13,816  24,707  25,845  
Acquisition and integration related costs10,031  492  18,744  741  
Restructuring and related costs—  2,180  —  2,248  
Adjusted EBITDA$128,856  $110,042  $252,869  $235,539  



CoStar Group, Inc.
Condensed Consolidated Balance Sheets - Unaudited
(in thousands)
June 30,
2020
December 31,
2019
ASSETS
Current assets:
Cash, cash equivalents and restricted cash $3,548,405  $1,070,731  
Accounts receivable127,030  96,788  
Less: Allowance for credit losses(13,363) (4,548) 
Accounts receivable, net113,667  92,240  
Prepaid expenses and other current assets28,576  36,194  
Total current assets3,690,648  1,199,165  
Long-term investments—  10,070  
Deferred income taxes, net4,372  5,408  
Property and equipment, net104,316  107,529  
Lease right-of-use assets112,641  115,084  
Goodwill2,009,117  1,882,020  
Intangible assets, net437,550  421,196  
Deferred commission costs, net91,712  89,374  
Deposits and other assets13,868  9,232  
Income tax receivable14,806  14,908  
Total assets$6,479,030  $3,853,986  
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$26,864  $7,640  
Accrued wages and commissions56,748  53,087  
Accrued expenses45,726  38,680  
Income taxes payable22,764  10,705  
Lease liabilities30,905  29,670  
Deferred revenue80,358  67,274  
Total current liabilities263,365  207,056  
Long-term debt745,000  —  
Deferred income taxes, net93,934  87,096  
Income taxes payable20,738  20,521  
Lease and other long-term liabilities131,672  133,720  
Total liabilities$1,254,709  $448,393  
Total CoStar, Inc. stockholders’ equity5,224,321  3,405,593  
Total liabilities and stockholders’ equity$6,479,030  $3,853,986  






CoStar Group, Inc.
Condensed Consolidated Statements of Cash Flows - Unaudited
(in thousands)
 Six Months Ended
June 30,
 20202019
Operating activities:  
Net income$133,153  $148,417  
Adjustments to reconcile net income to net cash provided by operating activities:
  
Depreciation and amortization52,235  38,413  
Amortization of deferred commissions costs29,662  25,550  
Amortization of debt issuance costs508  438  
Realized loss on investments541  —  
Non-cash lease expense12,400  10,859  
Stock-based compensation expense24,053  25,845  
Deferred income taxes, net3,569  6,359  
Credit loss expense15,688  5,224  
     Foreign currency, net(789) —  
Changes in operating assets and liabilities, net of acquisitions:  
Accounts receivable(37,364) (10,898) 
Income taxes payable12,328  (5,577) 
Prepaid expenses and other current assets4,371  1,751  
Deferred commissions(32,122) (33,397) 
Other assets(6,757) 236  
Accounts payable and other liabilities37,793  22,691  
Lease liabilities(14,126) (12,977) 
Deferred revenue13,503  10,633  
Net cash provided by operating activities248,646  233,567  
Investing activities:  
Proceeds from sale and settlement of investments10,259  —  
Purchases of property and equipment and other assets(12,782) (14,387) 
Cash paid for acquisitions, net of cash acquired(184,502) (13,721) 
Net cash used in investing activities(187,025) (28,108) 
Financing activities:  
Proceeds from long-term debt745,000  —  
Repurchase of restricted stock to satisfy tax withholding obligations(33,653) (24,225) 
Proceeds from equity offering, net of transaction costs1,690,148  —  
Proceeds from exercise of stock options and employee stock purchase plan16,513  16,695  
Other financing activities(1,650) (123) 
Net cash provided by (used in) financing activities2,416,358  (7,653) 
Effect of foreign currency exchange rates on cash and cash equivalents(305) (410) 
Net increase in cash, cash equivalents and restricted cash2,477,674  197,396  
Cash, cash equivalents and restricted cash at the beginning of period1,070,731  1,100,416  
Cash, cash equivalents and restricted cash at the end of period$3,548,405  $1,297,812  





CoStar Group, Inc.
Disaggregated Revenues - Unaudited
(in thousands)
Three Months Ended June 30,
20202019
North AmericaInternationalTotalNorth AmericaInternationalTotal
Information and analytics
CoStar Suite$157,793  $7,260  $165,053  $145,910  $6,915  $152,825  
Information services25,022  5,514  30,536  18,659  2,118  20,777  
Online marketplaces
Multifamily145,541  —  145,541  120,488  —  120,488  
Commercial property and land
56,006  23  56,029  49,505  165  49,670  
Total revenues$384,362  $12,797  $397,159  $334,562  $9,198  $343,760  
Six Months Ended June 30,
20202019
North AmericaInternationalTotalNorth AmericaInternationalTotal
Information and analytics
CoStar Suite$315,128  $14,881  $330,009  $286,883  $13,643  $300,526  
Information services50,712  12,206  62,918  35,250  4,377  39,627  
Online marketplaces
Multifamily283,001  —  283,001  234,756  —  234,756  
Commercial property and land112,968  110  113,078  96,910  366  97,276  
Total revenues$761,809  $27,197  $789,006  $653,799  $18,386  $672,185  

CoStar Group, Inc.
Results of Segments - Unaudited
(in thousands)
   
 Three Months Ended
June 30,
Six Months Ended
June 30,
 2020201920202019
EBITDA    
North America$112,292  $95,001  $214,705  $210,269  
International(2,994) (1,447) (5,287) (3,564) 
Total EBITDA$109,298  $93,554  $209,418  $206,705  




CoStar Group, Inc.
Reconciliation of Non-GAAP Financial Measures with 2019-2020 Quarterly Results - Unaudited
(in millions, except per share data)
Reconciliation of Net Income to Non-GAAP Net Income
20192020
Q1Q2Q3Q4Q1Q2
Net income                                                    $85.2$63.2$78.6$87.9$72.8$60.4
Income tax expense12.516.820.326.45.616.9
Income before income taxes   97.780.098.9114.378.477.2
Amortization of acquired intangible assets13.212.212.517.417.521.0
Stock-based compensation expense12.013.813.113.315.29.5
Acquisition and integration related costs0.20.52.33.78.710.0
Restructuring and related costs0.12.20.8
Settlements and impairments(10.8)
Non-GAAP income before income taxes123.2108.7127.6137.9119.8117.7
Assumed rate for income tax expense *25%25%25%25%25%25%
Assumed provision for income tax expense(30.8)(27.2)(31.9)(34.5)(30.0)(29.4)
Non-GAAP net income$92.4$81.5$95.7$103.4$89.8$88.3
Non-GAAP net income per share - diluted$2.53$2.23$2.61$2.82$2.44$2.34
Weighted average outstanding shares - basic36.236.336.336.436.537.5
Weighted average outstanding shares - diluted36.636.636.736.736.837.7
* A 25% tax rate is assumed for 2020 and 2019, which approximates our statutory corporate tax rate.
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
20192020
Q1Q2Q3Q4Q1Q2
Net income     $85.2$63.2$78.6$87.9$72.8$60.4
Amortization of acquired intangible assets13.212.212.517.417.521.0
Depreciation and other amortization6.56.56.36.56.87.0
Interest (income) expense(4.2)(4.7)(4.4)(3.4)(1.7)3.6
Other (income) expense(0.5)(0.2)(9.9)(0.8)0.4
Income tax expense12.516.820.326.45.616.9
EBITDA$113.2$93.5$113.0$124.9$100.2$109.3
Stock-based compensation expense12.013.813.113.315.19.5
Acquisition and integration related costs0.20.52.33.78.710.0
Restructuring and related costs0.12.20.8
Adjusted EBITDA$125.5$110.0$129.2$141.9$124.0$128.8





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
 For the Three Months For the Twelve Months
 Ended September 30, 2020 Ended December 31, 2020
 LowHigh LowHigh
      
Net income$39,000  $45,000  $239,000  $250,000  
Income tax expense10,000  11,000  53,000  56,000  
Income before income taxes49,000  56,000  292,000  306,000  
Amortization of acquired intangible assets25,000  25,000  87,000  87,000  
Stock-based compensation expense15,000  14,000  55,000  53,000  
Acquisition and integration related costs16,000  15,000  37,000  35,000  
Non-GAAP income before income taxes105,000  110,000   471,000  481,000  
Assumed rate for income tax expense *25 %25 %25 %25 %
Assumed provision for income tax expense(26,300) (27,400)  (118,000) (120,300) 
Non-GAAP net income$78,700  $82,600   $353,000  $360,700  
      
Net income per share - diluted$0.99  $1.14   $6.24  $6.53  
Non-GAAP net income per share - diluted$2.00  $2.10   $9.22  $9.42  
      
Weighted average outstanding shares - diluted39,400  39,400  38,300  38,300  
      
* A 25% tax rate is assumed, which approximates our statutory corporate tax rate.
Reconciliation of Forward-Looking Guidance, Net Income to Adjusted EBITDA
Guidance RangeGuidance Range
For the Three MonthsFor the Twelve Months
Ended September 30, 2020 Ended December 31, 2020
LowHighLowHigh
Net income$39,000  $45,000  $239,000  $250,000  
Amortization of acquired intangible assets25,000  25,000  87,000  87,000  
Depreciation and other amortization7,000  7,000  27,000  27,000  
Interest and other expense, net8,000  8,000  17,000  17,000  
Income tax expense10,000  11,000  53,000  56,000  
Stock-based compensation expense15,000  14,000  55,000  53,000  
Acquisition and integration related costs16,000  15,000  37,000  35,000  
Adjusted EBITDA$120,000  $125,000  $515,000  $525,000  




All Contacts
Scott Wheeler
Chief Financial Officer
(202) 336-6920
swheeler@costar.com

Sarah Spray
Vice President
Investor Relations
(202) 346-6394
sspray@costar.com



About CoStar Group, Inc.

CoStar Group, Inc. (NASDAQ: CSGP) is the leading provider of commercial real estate information, analytics and online marketplaces. Founded in 1987, CoStar conducts expansive, ongoing research to produce and maintain the largest and most comprehensive database of commercial real estate information. Our suite of online services enables clients to analyze, interpret and gain unmatched insight on commercial property values, market conditions and current availabilities. STR provides premium data benchmarking, analytics and marketplace insights for the global hospitality sector. Ten-X provides a leading platform for conducting commercial real estate online auctions and negotiated bids. LoopNet is the most heavily trafficked commercial real estate marketplace online with over 7 million monthly unique visitors. 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. CoStar Group’s websites attracted an average of approximately 62 million unique monthly visitors in aggregate in the second quarter of 2020. Headquartered in Washington, DC, CoStar maintains offices throughout the U.S. and in Europe, Canada and Asia with a staff of over 4,200 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'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 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: uncertainty surrounding the impact of the COVID-19 pandemic, including volatility in the international and U.S. economy, worker 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; government and private actions taken to control the spread of COVID-19; 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 related to revenue, net income, non-GAAP net income, EBITDA, adjusted EBITDA, site traffic and visitors, sales, renewal rates, impressions and brand awareness; the risk that the Company is unable to sustain current revenue, earnings and net new sales bookings growth rates or increase them; the risk that CoStar and Ten-X cannot be combined successfully or that the acquisition does not produce the expected results; the risk that Ten-X’s auction platform is not combined into the Company’s product offerings when and as expected; the risk that the Company’s estimated results for Ten-X, including partial year 2020 revenue contribution and adjusted EBITDA impact in the second half of 2020 will not be as expected and stated in this release; the risk that revenues for the third quarter and full year 2020 will not be as stated in this press release; the risk that net income for the third quarter and full year 2020 will not be as stated in this press release; the risk that adjusted EBITDA for the third quarter and full year 2020 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 2020 will not be as stated in this press release; the risk that the tax rate estimates stated in this press release may change; the possibility that the Company’s investment plans or strategy may change; and the possibility that the acquisition of RentPath does not close when expected or at all. 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’s filings from time to time with the Securities and Exchange Commission, including in CoStar’s Annual Report on Form 10-K for the year ended December 31, 2019, 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’s other filings with the SEC available at the SEC’s website (www.sec.gov). All forward-looking statements are based on information available to CoStar on the date hereof, and CoStar assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.