株探米国株
日本語 英語
エドガーで原本を確認する
0001057352false00010573522022-10-252022-10-25

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): October 25, 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 October 25, 2022, CoStar Group, Inc. announced its financial and operating results for the quarter ended September 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
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: October 25, 2022 /s/ Scott T. Wheeler
Name: Scott T. Wheeler
Title: Chief Financial Officer

EX-99.1 2 q32022earningspressrelease.htm EX-99.1 Document


Exhibit 99.1

newcostargroupa39a.jpg

CoStar Group Third Quarter 2022 Revenue Increased 12% and Net New Bookings Grew 62% Year-over-Year. Apartments.com Climbs to Double-Digit Revenue Growth



WASHINGTON – October 25, 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 September 30, 2022 was $557 million, an increase of 12% over revenue of $499 million for the third quarter of 2021.

Net income for the third quarter of 2022 was $72 million, or $0.18 per diluted share. Non-GAAP net income for the third quarter of 2022 (which excludes amortization of acquired intangible assets, stock-based compensation, and other items as described below) was $118 million or $0.30 per diluted share, an increase of 19% compared to the third quarter of 2021. EBITDA for the third quarter of 2022 was $129 million.

“We delivered outstanding results across all of our business lines in the third quarter, with Apartments.com leading the way” said Andrew C. Florance, Founder and Chief Executive Officer of CoStar Group. “Net new bookings totaled $76 million in the third quarter of 2022, up 62% over the third quarter of 2021. Year-to-date our sales results have already exceeded the net new bookings for the full year 2021, and we still have one quarter left to go. Both revenue and profit in the third quarter of 2022 were at or above the high end of our guidance range and we are raising our forecast for the year.”

“Apartments.com sales continue to accelerate,” continued Florance. “Our Apartments.com sales team delivered record sales in September, bringing our net new bookings to $90 million on a year-to-date basis in 2022, an increase of 192% compared to the same period of 2021. Revenue growth for Apartments.com accelerated to 11% in the third quarter, and we now expect revenue growth of 16% in the fourth quarter of 2022. Revenue growth for CoStar was even stronger with a 17% increase in the third quarter 2022 over third quarter 2021 on a constant currency basis.”




Year 2021-2022 Quarterly Results - Unaudited
(in millions, except per share data)
2021 2022
Q1 Q2 Q3 Q4 Q1 Q2 Q3
Revenues $458 $480 $499 $507 $516 $536 $557
Net income 74 61 64 93 89 83 72
Net income per share - diluted(1) 
0.19 0.16 0.16 0.24 0.23 0.21 0.18
Weighted average outstanding shares - diluted(1) 
394 394 394 395 394 394 396
EBITDA 136 133 123 173 158 140 129
Adjusted EBITDA 160 150 144 193 178 159 153
Non-GAAP net income 108 103 99 138 123 112 118
Non-GAAP net income per share - diluted(1) 
0.27 0.26 0.25 0.35 0.31 0.28 0.30
__________________________
(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.

2022 Outlook
The Company is raising its revenue guidance to a range of $2.175 billion to $2.180 billion for the full year of 2022, an increase of $5 million at the midpoint of the range compared to the prior outlook. The Company expects revenue for the fourth quarter of 2022 in the range of $565 million to $570 million, representing revenue growth of approximately 12% over the fourth quarter of 2021 at the midpoint of the range.

The Company is raising its adjusted EBITDA guidance to a range of $665 million to $670 million for the full year of 2022, an increase of $48 million at the midpoint of the range compared to the prior outlook. For the fourth quarter of 2022, the Company expects adjusted EBITDA in a range of $176 million to $181 million.

“Our financial results in the third quarter and improved 2022 revenue outlook demonstrate the strength of our products and resilience of our subscription-based business model,” said Scott Wheeler, Chief Financial Officer of CoStar Group. “We are making great progress with our Residential investment strategy while managing investment levels well below our initial estimates. This results in our improved profit outlook for 2022.”

The Company expects full year 2022 non-GAAP net income per diluted share in a range of $1.25 to $1.26 based on 397 million shares, an increase of $0.15 per diluted share compared to the prior outlook. For the fourth quarter of 2022, the Company expects non-GAAP net income per diluted share in a range of $0.35 to $0.36 based on 405 million shares. These ranges include an estimated non-GAAP tax rate of 26% for the full year and the fourth quarter of 2022.

The preceding forward-looking statements reflect CoStar Group’s expectations as of October 25, 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, 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 third quarter 2022 results and the Company’s outlook at 5:00 PM EST on Tuesday, October 25, 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
September 30,
Nine Months Ended
September 30,
2022 2021 2022 2021
Revenues $ 556,921  $ 499,319  $ 1,609,054  $ 1,437,349 
Cost of revenues 108,364  92,597  304,814  270,911 
Gross profit 448,557  406,722  1,304,240  1,166,438 
Operating expenses:
Selling and marketing (excluding customer base amortization) 185,395  180,055  510,736  483,354 
Software development 56,912  53,143  162,520  148,500 
General and administrative 91,270  64,671  246,576  186,747 
Customer base amortization 29,651  19,121  60,621  55,885 
363,228  316,990  980,453  874,486 
Income from operations 85,329  89,732  323,787  291,952 
Interest income (expense), net 10,656  (7,943) (461) (23,698)
Other income, net 1,389  1,546  3,596  2,343 
Income before income taxes 97,374  83,335  326,922  270,597 
Income tax expense 25,084  19,031  81,841  70,933 
Net income      $ 72,290  $ 64,304  $ 245,081  $ 199,664 
Net income per share - basic
$ 0.18  $ 0.16  $ 0.62  $ 0.51 
Net income per share - diluted $ 0.18  $ 0.16  $ 0.62  $ 0.51 
Weighted-average outstanding shares - basic
394,712  392,419  393,650  392,101 
Weighted-average outstanding shares - diluted
396,209  394,295  394,973  394,036 






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
September 30,
Nine Months Ended
September 30,
2022 2021 2022 2021
Net income $ 72,290  $ 64,304  $ 245,081  $ 199,664 
Income tax expense 25,084  19,031  81,841  70,933 
Income before income taxes 97,374  83,335  326,922  270,597 
Amortization of acquired intangible assets 36,596  26,330  82,601  77,450 
Stock-based compensation expense 18,138  16,299  54,097  46,988 
Acquisition and integration related costs 1,095  5,012  3,238  15,475 
Restructuring and related costs 191  —  191  — 
Settlements and impairments 4,100  —  4,100  — 
Other expense 2,063  934  6,162  2,791 
Non-GAAP income before income taxes 159,557  131,910  477,311  413,301 
Assumed rate for income tax expense(1)
26  % 25  % 26  % 25  %
Assumed provision for income tax expense (41,485) (32,978) (124,101) (103,325)
Non-GAAP net income $ 118,072  $ 98,932  $ 353,210  $ 309,976 
Net income per share - diluted $ 0.18  $ 0.16  $ 0.62  $ 0.51 
Non-GAAP net income per share - diluted $ 0.30  $ 0.25  $ 0.89  $ 0.79 
Weighted average outstanding shares - basic 394,712  392,419  393,650  392,101 
Weighted average outstanding shares - diluted 396,209  394,295  394,973  394,036 
__________________________
(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
September 30,
Nine Months Ended
September 30,
2022 2021 2022 2021
Net income $ 72,290  $ 64,304  $ 245,081  $ 199,664 
Amortization of acquired intangible assets in cost of revenues 6,945  7,209  21,980  21,565 
Amortization of acquired intangible assets in operating expenses 29,651  19,121  60,621  55,885 
Depreciation and other amortization 7,224  6,610  21,199  22,138 
Interest (income) expense, net (10,656) 7,943  461  23,698 
Other income, net (1,389) (1,546) (3,596) (2,343)
Income tax expense 25,084  19,031  81,841  70,933 
EBITDA $ 129,149  $ 122,672  $ 427,587  $ 391,540 
Stock-based compensation expense 18,138  16,299  54,097  46,988 
Acquisition and integration related costs 1,095  5,012  3,238  15,475 
Restructuring and related costs 191  —  191  — 
Settlements and impairments 4,100  —  4,100  — 
Adjusted EBITDA $ 152,673  $ 143,983  $ 489,213  $ 454,003 



CoStar Group, Inc.
Condensed Consolidated Balance Sheets - Unaudited
(in thousands)
September 30,
2022
December 31,
2021
ASSETS
Current assets:
Cash, cash equivalents and restricted cash $ 4,774,465  $ 3,827,126 
Accounts receivable 157,104  138,191 
Less: Allowance for credit losses (9,334) (13,374)
Accounts receivable, net 147,770  124,817 
  Income tax receivable 9,278  — 
Prepaid expenses and other current assets 75,074  36,182 
Total current assets 5,006,587  3,988,125 
Deferred income taxes, net 5,032  5,034 
Property and equipment, net 306,319  271,431 
Lease right-of-use assets 94,262  100,680 
Goodwill 2,301,739  2,321,015 
Intangible assets, net 343,232  435,662 
Deferred commission costs, net 129,815  101,879 
Deposits and other assets 16,872  21,762 
Income tax receivable 2,005  11,283 
Total assets $ 8,205,863  $ 7,256,871 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 31,435  $ 22,244 
Accrued wages and commissions 83,041  81,794 
Accrued expenses 77,275  81,676 
Income taxes payable 39  31,236 
Lease liabilities 34,063  26,268 
Deferred revenue 100,053  95,471 
Total current liabilities 325,906  338,689 
Long-term debt, net 988,890  987,944 
Deferred income taxes, net 80,611  98,656 
Income taxes payable 14,603  12,496 
Lease and other long-term liabilities 88,941  107,414 
Total liabilities $ 1,498,951  $ 1,545,199 
Total stockholders' equity 6,706,912  5,711,672 
Total liabilities and stockholders' equity $ 8,205,863  $ 7,256,871 






CoStar Group, Inc.
Condensed Consolidated Statements of Cash Flows - Unaudited
(in thousands)
  Nine Months Ended
September 30,
  2022 2021
Operating activities:    
Net income $ 245,081  $ 199,664 
Adjustments to reconcile net income to net cash provided by operating activities:
   
Depreciation and amortization 109,983  102,390 
Amortization of deferred commissions costs 55,373  46,728 
Amortization of Senior Notes discount and issuance costs 1,771  1,742 
Non-cash lease expense 23,108  21,118 
Stock-based compensation expense 54,097  46,988 
Deferred income taxes, net (21,676) 16,255 
Credit loss expense 13,468  7,797 
Other operating activities, net (1,774) 10 
Changes in operating assets and liabilities, net of acquisitions:    
Accounts receivable (36,177) (17,715)
Prepaid expenses and other current assets (17,235) (18,820)
Deferred commissions (83,875) (49,798)
Accounts payable and other liabilities 2,131  (27,912)
Lease liabilities (27,615) (23,596)
Income taxes payable (29,051) (3,583)
Deferred revenue 4,488  15,800 
Other assets 1,492  2,150 
Net cash provided by operating activities 293,589  319,218 
Investing activities:    
Proceeds from sale of property and equipment and other assets 5,034  245 
Purchase of Richmond assets and other intangibles (31,530) (123,623)
Purchases of property and equipment and other assets (43,659) (21,533)
Cash paid for acquisitions, net of cash acquired (6,331) (152,594)
Net cash used in investing activities (76,486) (297,505)
Financing activities:    
Repayments of long-term debt assumed in acquisition (2,155) — 
Repurchase of restricted stock to satisfy tax withholding obligations (20,259) (29,306)
Proceeds from equity offering, net of transaction costs 746,170  — 
Proceeds from exercise of stock options and employee stock purchase plan 10,777  15,025 
Other financing activities —  (57)
Net cash provided by (used in) financing activities 734,533  (14,338)
Effect of foreign currency exchange rates on cash and cash equivalents (4,297) (1,700)
Net increase in cash, cash equivalents and restricted cash 947,339  5,675 
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 $ 4,774,465  $ 3,761,587 





CoStar Group, Inc.
Disaggregated Revenues - Unaudited
(in thousands)
Three Months Ended September 30,
2022 2021
North America International Total North America International Total
CoStar $ 203,657  $ 9,033  $ 212,690  $ 174,071  $ 9,194  $ 183,265 
Information Services 32,524  8,489  41,013  29,177  6,749  35,926 
Multifamily 189,536  —  189,536  171,125  —  171,125 
LoopNet 57,126  1,775  58,901  52,103  424  52,527 
Residential 19,351  —  19,351  24,747  —  24,747 
Other Marketplaces 35,430  —  35,430  31,729  —  31,729 
Total revenues $ 537,624  $ 19,297  $ 556,921  $ 482,952  $ 16,367  $ 499,319 
Nine Months Ended September 30,
2022 2021
North America International Total North America International Total
CoStar $ 590,141  $ 27,764  $ 617,905  $ 505,470  $ 26,958  $ 532,428 
Information Services 93,306  23,424  116,730  84,959  20,820  105,779 
Multifamily 547,372  —  547,372  508,629  —  508,629 
LoopNet 164,417  5,228  169,645  151,770  1,082  152,852 
Residential 57,565  —  57,565  53,939  —  53,939 
Other Marketplaces 99,837  —  99,837  83,722  —  83,722 
Total revenues $ 1,552,638  $ 56,416  $ 1,609,054  $ 1,388,489  $ 48,860  $ 1,437,349 



CoStar Group, Inc.
Results of Segments - Unaudited
(in thousands)
     
  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2022 2021 2022 2021
EBITDA        
North America $ 127,965  $ 119,823  $ 422,454  $ 385,857 
International 1,184  2,849  5,133  5,683 
Total EBITDA $ 129,149  $ 122,672  $ 427,587  $ 391,540 




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 Q3
Net income                                                     $74.2 $61.1 $64.3 $92.9 $89.3 $83.5 $72.3
Income tax expense 19.1 32.8 19.0 40.5 32.1 24.7 25.1
Income before income taxes 93.3 93.9 83.3 133.4 121.4 108.1 97.4
Amortization of acquired intangible assets 25.8 25.3 26.3 26.2 23.2 22.8 36.6
Stock-based compensation expense 15.5 15.1 16.3 16.7 17.8 18.1 18.1
Acquisition and integration related costs 8.5 2.0 5.0 3.2 1.6 0.5 1.1
Restructuring and related costs 0.2
Settlements and impairments 4.1
Other expense 1.1 0.8 0.9 4.1 2.0 2.1 2.1
Non-GAAP income before income taxes(1)
144.2 137.1 131.8 183.6 166.1 151.6 159.6
Assumed rate for income tax expense (2)
25% 25% 25% 25% 26% 26% 26%
Assumed provision for income tax expense (36.0) (34.3) (33.0) (45.9) (43.2) (39.4) (41.5)
Non-GAAP net income(1)
$108.2 $102.8 $98.8 $137.7 $122.9 $112.2 $118.1
Non-GAAP net income per share - diluted(3)
$0.27 $0.26 $0.25 $0.35 $0.31 $0.28 $0.30
Weighted average outstanding shares - basic(3)
391.6 392.3 392.4 392.5 392.9 393.3 394.7
Weighted average outstanding shares - diluted(3)
393.7 394.1 394.3 394.5 394.2 394.5 396.2
__________________________
(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 Q3
Net income      $74.2 $61.1 $64.3 $92.9 $89.3 $83.5 $72.3
Amortization of acquired intangible assets 25.8 25.3 26.3 26.2 23.2 22.8 36.6
Depreciation and other amortization 8.5 7.0 6.6 6.9 7.0 7.0 7.2
Interest (income) expense, net 7.9 7.9 7.9 7.9 7.7 3.4 (10.7)
Other (income) expense, net 0.1 (0.8) (1.5) (0.9) (0.9) (1.3) (1.4)
Income tax expense 19.1 32.8 19.0 40.5 32.1 24.7 25.1
EBITDA(1)
$135.6 $133.3 $122.6 $173.4 $158.4 $140.0 $129.1
Stock-based compensation expense 15.5 15.1 16.3 16.7 17.8 18.1 18.1
Acquisition and integration related costs 8.5 2.0 5.0 3.2 1.6 0.5 1.1
Restructuring and related costs 0.2
Settlements and impairments 4.1
Adjusted EBITDA(1)
$159.6 $150.4 $143.9 $193.4 $177.9 $158.6 $152.7
__________________________
(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 December 31, 2022   December 31, 2022
  Low High   Low High
Net income $ 113,000  $ 117,000  $ 359,000  $ 363,000 
Income tax expense 40,000  41,000  122,000  123,000 
Income before income taxes 153,000  158,000  481,000  486,000 
Amortization of acquired intangible assets 20,000  20,000  102,000  102,000 
Stock-based compensation expense 19,000  19,000  73,000  73,000 
Acquisition and integration related costs —  —  3,000  3,000 
Settlements and impairments —  —  4,000  4,000 
Other expense —  —  6,000  6,000 
Non-GAAP income before income taxes 192,000  197,000    669,000  674,000 
Assumed rate for income tax expense(1)
26  % 26  % 26  % 26  %
Assumed provision for income tax expense (49,900) (51,200)   (173,900) (175,200)
Non-GAAP net income $ 142,100  $ 145,800    $ 495,100  $ 498,800 
           
Net income per share - diluted $ 0.28  $ 0.29    $ 0.90  $ 0.91 
Non-GAAP net income per share - diluted $ 0.35  $ 0.36    $ 1.25  $ 1.26 
           
Weighted average outstanding shares - diluted 405,300  405,300  397,300  397,300 
__________________________          
(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 December 31, 2022   December 31, 2022
Low High Low High
Net income $ 113,000  $ 117,000  $ 359,000  $ 363,000 
Amortization of acquired intangible assets 20,000  20,000  102,000  102,000 
Depreciation and other amortization 9,000  9,000  30,000  30,000 
Interest income, net (25,000) (25,000) (24,000) (24,000)
Other (income) expense, net —  —  (4,000) (4,000)
Income tax expense 40,000  41,000  122,000  123,000 
Stock-based compensation expense 19,000  19,000  73,000  73,000 
Acquisition and integration related costs —  —  3,000  3,000 
Settlements and impairments —  —  4,000  4,000 
Adjusted EBITDA $ 176,000  $ 181,000  $ 665,000  $ 670,000 
    





Investor Relations:
Cyndi Eakin
Senior Vice President
CoStar Group Investor Relations
(202) 346-6784
ceakin@costar.com

News Media:
Matthew Blocher
Vice President
CoStar Group Corporate Marketing & Communications
(202) 346-6775
mblocher@costar.com

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; the risk that revenues for the fourth quarter and full year 2022 will not be as stated in this press release; the risk that net income for the fourth quarter and full year 2022 will not be as stated in this press release; the risk that EBITDA for the fourth quarter and full year 2022 will not be as stated in this press release; the risk that adjusted EBITDA for the fourth 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 fourth quarter and full year 2022 will not be as stated in this press release; the risk that we may not successfully integrate acquired businesses or assets and may not achieve anticipated benefits of an acquisition, including expected synergies; the risk that the tax rate estimates stated in this press release may change and the risk that we may experience 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 Forms 10-Q for the quarters ended March 31, 2022 and June 30, 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.