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0001057352false00010573522023-02-212023-02-21

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): February 21, 2023
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.
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Item 2.02     Results of Operations and Financial Condition.

On February 21, 2023, CoStar Group, Inc. announced its financial and operating results for the quarter and year ended December 31, 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: February 21, 2023 /s/ Scott T. Wheeler
Name: Scott T. Wheeler
Title: Chief Financial Officer

EX-99.1 2 q42022earningspressrelease.htm EX-99.1 Document


Exhibit 99.1

newcostargroupa39.jpg

CoStar Group 2022 Revenue Increased 12% Year-over-Year and Full Year Net New Bookings Grew 41% to a Record $305 Million



WASHINGTON – February 21, 2023 - 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 year ended December 31, 2022 was $2.18 billion, an increase of 12% over revenue of $1.94 billion for the full year of 2021. Revenue for the fourth quarter of 2022 was $573 million, an increase of 13% over revenue of $507 million for the fourth quarter of 2021.

Net income for the year ended December 31, 2022, was $369 million, an increase of 26% compared to net income of $293 million for the full year of 2021. Net income for the fourth quarter of 2022 was $124 million, or $0.31 per diluted share, an increase of 34% compared to net income of $93 million for the fourth quarter of 2021. Adjusted EBITDA was $672 million for the full year and $182 million for the fourth quarter of 2022.

“2022 was an outstanding year for CoStar Group,” said Andy Florance, Founder and Chief Executive Officer of CoStar Group. “We delivered 12% year over year revenue growth while setting a record for full year net new sales bookings of $305 million, an increase of 41% over 2021. Our two largest product platforms, CoStar and Apartments.com, delivered revenue growth of 15% and 16%, respectively, in the fourth quarter, while LoopNet revenue grew 12% to end the year. I believe our efforts to expand our sales team in 2022 are starting to pay off,” continued Florance.

“I’m particularly pleased with the revenue growth acceleration in Apartments.com, which began the year with 6% year-over-year revenue growth in the first quarter and ended the year with 16% year-over-year revenue growth in the fourth quarter,” stated Florance, “Net new bookings for Apartments.com in the fourth quarter were the highest ever, increasing 177% compared to the same period in 2021. This performance is expected to return Apartments.com to 20% or higher revenue growth during 2023,” continued Florance.

“We've made great progress on our residential strategy in 2022,” stated Florance. “Traffic to our Homes.com network has passed 20 million unique monthly visitors and has doubled in the last few months. Our new product received an incredible response from agents at the National Association of Realtors trade show recently, while our “your listing, your lead” strategy is delivering hundreds of thousands of valuable consumer leads directly to listing agents. Given the strong momentum of Homes.com, we plan to increase our residential investments in the year ahead,” continued Florance.





Year 2021-2022 Quarterly Results - Unaudited
(in millions, except per share data)
2021 2022
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Revenues $458 $480 $499 $507 $516 $536 $557 $573
Net income 74 61 64 93 89 83 72 124
Net income per share - diluted(1) 
0.19 0.16 0.16 0.24 0.23 0.21 0.18 0.31
Weighted average outstanding shares - diluted(1) 
394 394 394 395 394 394 396 406
EBITDA 136 133 123 173 158 140 129 155
Adjusted EBITDA 160 150 144 193 178 159 153 182
Non-GAAP net income 108 103 99 138 123 112 118 153
Non-GAAP net income per share - diluted(1) 
0.27 0.26 0.25 0.35 0.31 0.28 0.30 0.38
__________________________
(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.

2023 Outlook
The Company expects revenue in the range of $2.46 billion to $2.48 billion for the full year of 2023, representing growth of approximately 13% year-over-year at the midpoint of the range. The Company expects revenue for the first quarter of 2023 in the range of $575 million to $580 million, representing revenue growth of approximately 12% year-over-year at the midpoint of the range.

The Company expects adjusted EBITDA in the range of $500 million to $520 million for the full year of 2023. For the first quarter of 2023, the Company expects adjusted EBITDA in the range of $111 million to $116 million.

The Company expects full year 2023 non-GAAP net income per diluted share in a range of $1.06 to $1.09 based on 408 million shares. For the first quarter of 2023, the Company expects non-GAAP net income per diluted share in a range of $0.25 to $0.26 based on 407 million shares. These ranges include an estimated non-GAAP tax rate of 26% for the full year and the first quarter of 2023.

The preceding forward-looking statements reflect CoStar Group’s expectations as of February 21, 2023, 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 2023, 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 fourth quarter and full year 2022 results and the Company’s outlook at 5:00 PM EST on Tuesday, February 21, 2023. 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
December 31,
Year Ended
December 31,
2022 2021 2022 2021
Revenues $ 573,345  $ 506,786  $ 2,182,399  $ 1,944,135 
Cost of revenues 109,194  86,330  414,008  357,241 
Gross profit 464,151  420,456  1,768,391  1,586,894 
Operating expenses:
Selling and marketing (excluding customer base amortization) 173,486  138,653  684,222  622,007 
Software development 58,403  52,522  220,923  201,022 
General and administrative 92,161  69,964  338,737  256,711 
Customer base amortization 12,939  18,932  73,560  74,817 
336,989  280,071  1,317,442  1,154,557 
Income from operations 127,162  140,385  450,949  432,337 
Interest income (expense), net 32,586  (7,923) 32,125  (31,621)
Other income (expense), net (213) 909  3,383  3,252 
Income before income taxes 159,535  133,371  486,457  403,968 
Income tax expense 35,163  40,471  117,004  111,404 
Net income      $ 124,372  $ 92,900  $ 369,453  $ 292,564 
Net income per share - basic
$ 0.31  $ 0.24  $ 0.93  $ 0.75 
Net income per share - diluted $ 0.31  $ 0.24  $ 0.93  $ 0.74 
Weighted-average outstanding shares - basic
404,185  392,538  396,284  392,210 
Weighted-average outstanding shares - diluted
406,087  394,532  397,752  394,160 






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
December 31,
Year Ended
December 31,
2022 2021 2022 2021
Net income $ 124,372  $ 92,900  $ 369,453  $ 292,564 
Income tax expense 35,163  40,471  117,004  111,404 
Income before income taxes 159,535  133,371  486,457  403,968 
Amortization of acquired intangible assets 19,978  26,176  102,579  103,626 
Stock-based compensation expense 21,110  16,721  75,207  63,709 
Acquisition and integration related costs 2,167  3,243  5,405  18,718 
Restructuring and related costs 1,984  —  2,175  — 
Settlements and impairments 1,969  —  6,069  — 
Other expense, net —  4,112  6,162  6,903 
Non-GAAP income before income taxes 206,743  183,623  684,054  596,924 
Assumed rate for income tax expense(1)
26  % 25  % 26  % 25  %
Assumed provision for income tax expense (53,753) (45,906) (177,854) (149,231)
Non-GAAP net income $ 152,990  $ 137,717  $ 506,200  $ 447,693 
Net income per share - diluted $ 0.31  $ 0.24  $ 0.93  $ 0.74 
Non-GAAP net income per share - diluted $ 0.38  $ 0.35  $ 1.27  $ 1.14 
Weighted average outstanding shares - basic 404,185  392,538  396,284  392,210 
Weighted average outstanding shares - diluted 406,087  394,532  397,752  394,160 
__________________________
(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
December 31,
Year Ended
December 31,
2022 2021 2022 2021
Net income $ 124,372  $ 92,900  $ 369,453  $ 292,564 
Amortization of acquired intangible assets in cost of revenues 7,039  7,244  29,019  28,809 
Amortization of acquired intangible assets in operating expenses 12,939  18,932  73,560  74,817 
Depreciation and other amortization 7,928  6,880  29,127  29,018 
Interest (income) expense, net (32,586) 7,923  (32,125) 31,621 
Other (income) expense, net 213  (909) (3,383) (3,252)
Income tax expense 35,163  40,471  117,004  111,404 
EBITDA $ 155,068  $ 173,441  $ 582,655  $ 564,981 
Stock-based compensation expense 21,110  16,721  75,207  63,709 
Acquisition and integration related costs 2,167  3,243  5,405  18,718 
Restructuring and related costs 1,984  —  2,175  — 
Settlements and impairments 1,969  —  6,069  — 
Adjusted EBITDA $ 182,298  $ 193,405  $ 671,511  $ 647,408 



CoStar Group, Inc.
Condensed Consolidated Balance Sheets - Unaudited
(in thousands)
December 31,
2022
December 31,
2021
ASSETS
Current assets:
Cash and cash equivalents $ 4,967,970  $ 3,827,126 
Accounts receivable 166,140  138,191 
Less: Allowance for credit losses (12,195) (13,374)
Accounts receivable, net 153,945  124,817 
Prepaid expenses and other current assets 63,952  36,182 
Total current assets 5,185,867  3,988,125 
Deferred income taxes, net 9,722  5,034 
Lease right-of-use assets 80,392  100,680 
Property and equipment, net 321,250  271,431 
Goodwill 2,314,759  2,321,015 
Intangible assets, net 329,306  435,662 
Deferred commission costs, net 142,482  101,879 
Deposits and other assets 16,687  21,762 
Income tax receivable 2,005  11,283 
Total assets $ 8,402,470  $ 7,256,871 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 28,460  $ 22,244 
Accrued wages and commissions 104,988  81,794 
Accrued expenses 89,113  81,676 
Income taxes payable 10,438  31,236 
Lease liabilities 36,049  26,268 
Deferred revenue 103,567  95,471 
Total current liabilities 372,615  338,689 
Long-term debt, net 989,210  987,944 
Deferred income taxes, net 76,202  98,656 
Income taxes payable 14,001  12,496 
Lease and other long-term liabilities 80,321  107,414 
Total liabilities $ 1,532,349  $ 1,545,199 
Total stockholders' equity 6,870,121  5,711,672 
Total liabilities and stockholders' equity $ 8,402,470  $ 7,256,871 






CoStar Group, Inc.
Condensed Consolidated Statements of Cash Flows - Unaudited
(in thousands)
  Year Ended
December 31,
  2022 2021
Operating activities:    
Net income $ 369,453  $ 292,564 
Adjustments to reconcile net income to net cash provided by operating activities:
   
Depreciation and amortization 137,885  139,558 
Amortization of deferred commissions costs 76,082  63,391 
Amortization of Senior Notes discount and issuance costs 2,365  2,327 
Non-cash lease expense 38,489  28,485 
Stock-based compensation expense 75,207  63,709 
Deferred income taxes, net (31,203) 24,165 
Credit loss expense 18,309  10,928 
Other operating activities, net (2,439) (654)
Changes in operating assets and liabilities, net of acquisitions:    
Accounts receivable (46,403) (29,630)
Prepaid expenses and other current assets (17,910) (14,873)
Deferred commissions (116,796) (72,038)
Accounts payable and other liabilities 23,234  (30,051)
Lease liabilities (37,396) (30,904)
Income taxes payable (19,259) 5,860 
Deferred revenue 6,785  17,396 
Other assets 2,217  (502)
Other assets —  — 
Net cash provided by operating activities 478,620  469,731 
Investing activities:    
Proceeds from sale and settlement of investments 864  — 
Proceeds from sale of property and equipment and other assets 30,097  612 
Purchase of Richmond assets (35,169) (123,764)
Purchases of property and equipment and other assets (58,574) (65,220)
Cash paid for acquisitions, net of cash acquired (6,273) (192,971)
Net cash used in investing activities (69,055) (381,343)
Financing activities:    
Proceeds from long-term debt —  — 
Payments of debt issuance costs —  — 
Payments of long-term debt (2,155) — 
Repurchase of restricted stock to satisfy tax withholding obligations (23,108) (33,314)
Proceeds from equity offering, net of transaction costs 745,700  — 
Proceeds from exercise of stock options and employee stock purchase plan 13,540  18,046 
Other financing activities —  (411)
Net cash provided by (used in) financing activities 733,977  (15,679)
Effect of foreign currency exchange rates on cash and cash equivalents (2,698) (1,495)
Net increase in cash and cash equivalents 1,140,844  71,214 
Cash and cash equivalents at beginning of year 3,827,126  3,755,912 
Cash and cash equivalents at end of year $ 4,967,970  $ 3,827,126 





CoStar Group, Inc.
Disaggregated Revenues - Unaudited
(in thousands)
Three Months Ended December 31,
2022 2021
North America International Total North America International Total
CoStar $ 210,042  $ 9,033  $ 219,075  $ 181,478  $ 8,915  $ 190,393 
Information Services 31,645  9,007  40,652  28,764  7,112  35,876 
Multifamily 198,016  —  198,016  170,051  —  170,051 
LoopNet 59,341  1,955  61,296  53,046  1,613  54,659 
Residential 16,182  —  16,182  20,644  —  20,644 
Other Marketplaces 38,124  —  38,124  35,163  —  35,163 
Total revenues $ 553,350  $ 19,995  $ 573,345  $ 489,146  $ 17,640  $ 506,786 
Year Ended December 31,
2022 2021
North America International Total North America International Total
CoStar $ 800,183  $ 36,797  $ 836,980  $ 686,948  $ 35,873  $ 722,821 
Information Services 124,951  32,431  157,382  113,723  27,932  141,655 
Multifamily 745,388  —  745,388  678,680  —  678,680 
LoopNet 223,758  7,183  230,941  204,816  2,695  207,511 
Residential 73,747  —  73,747  74,583  —  74,583 
Other Marketplaces 137,961  —  137,961  118,885  —  118,885 
Total revenues $ 2,105,988  $ 76,411  $ 2,182,399  $ 1,877,635  $ 66,500  $ 1,944,135 



CoStar Group, Inc.
Results of Segments - Unaudited
(in thousands)
     
  Three Months Ended
December 31,
Year Ended
December 31,
  2022 2021 2022 2021
EBITDA        
North America $ 154,788  $ 171,268  $ 577,242  $ 557,125 
International 280  2,173  5,413  7,856 
Total EBITDA $ 155,068  $ 173,441  $ 582,655  $ 564,981 




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 Q4
Net income                                                     $74.2 $61.1 $64.3 $92.9 $89.3 $83.5 $72.3 $124.4
Income tax expense 19.1 32.8 19.0 40.5 32.1 24.7 25.1 35.2
Income before income taxes 93.3 93.9 83.3 133.4 121.4 108.1 97.4 159.5
Amortization of acquired intangible assets 25.8 25.3 26.3 26.2 23.2 22.8 36.6 20.0
Stock-based compensation expense 15.5 15.1 16.3 16.7 17.8 18.1 18.1 21.1
Acquisition and integration related costs 8.5 2.0 5.0 3.2 1.6 0.5 1.1 2.2
Restructuring and related costs 0.2 2.0
Settlements and impairments 4.1 2.0
Other expense, net 1.1 0.8 0.9 4.1 2.0 2.1 2.1
Non-GAAP income before income taxes(1)
144.2 137.1 131.8 183.6 166.1 151.6 159.6 206.7
Assumed rate for income tax expense (2)
25% 25% 25% 25% 26% 26% 26% 26%
Assumed provision for income tax expense (36.0) (34.3) (33.0) (45.9) (43.2) (39.4) (41.5) (53.8)
Non-GAAP net income(1)
$108.2 $102.8 $98.8 $137.7 $122.9 $112.2 $118.1 $153.0
Non-GAAP net income per share - diluted(3)
$0.27 $0.26 $0.25 $0.35 $0.31 $0.28 $0.30 $0.38
Weighted average outstanding shares - basic(3)
391.6 392.3 392.4 392.5 392.9 393.3 394.7 404.2
Weighted average outstanding shares - diluted(3)
393.7 394.1 394.3 394.5 394.2 394.5 396.2 406.1
__________________________
(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 Q4
Net income      $74.2 $61.1 $64.3 $92.9 $89.3 $83.5 $72.3 $124.4
Amortization of acquired intangible assets 25.8 25.3 26.3 26.2 23.2 22.8 36.6 20.0
Depreciation and other amortization 8.5 7.0 6.6 6.9 7.0 7.0 7.2 7.9
Interest (income) expense, net 7.9 7.9 7.9 7.9 7.7 3.4 (10.7) (32.6)
Other (income) expense, net 0.1 (0.8) (1.5) (0.9) (0.9) (1.3) (1.4) 0.2
Income tax expense 19.1 32.8 19.0 40.5 32.1 24.7 25.1 35.2
EBITDA(1)
$135.6 $133.3 $122.6 $173.4 $158.4 $140.0 $129.1 $155.1
Stock-based compensation expense 15.5 15.1 16.3 16.7 17.8 18.1 18.1 21.1
Acquisition and integration related costs 8.5 2.0 5.0 3.2 1.6 0.5 1.1 2.2
Restructuring and related costs 0.2 2.0
Settlements and impairments 4.1 2.0
Adjusted EBITDA(1)
$159.6 $150.4 $143.9 $193.4 $177.9 $158.6 $152.7 $182.3
__________________________
(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 March 31, 2023
  December 31, 2023
  Low High   Low High
Net income $ 71,000  $ 75,000  $ 314,000  $ 329,000 
Income tax expense 25,000  26,000  110,000  115,000 
Income before income taxes 96,000  101,000  424,000  444,000 
Amortization of acquired intangible assets 18,000  18,000  69,000  69,000 
Stock-based compensation expense 21,000  21,000  88,000  88,000 
Acquisition and integration related costs 1,000  1,000  1,000  1,000 
Settlements and impairments —  —  —  — 
Other expense, net —  —  —  — 
Non-GAAP income before income taxes 136,000  141,000    582,000  602,000 
Assumed rate for income tax expense(1)
26  % 26  % 26  % 26  %
Assumed provision for income tax expense (35,400) (36,700)   (151,300) (156,500)
Non-GAAP net income $ 100,600  $ 104,300    $ 430,700  $ 445,500 
           
Net income per share - diluted $ 0.17  $ 0.18    $ 0.77  $ 0.81 
Non-GAAP net income per share - diluted $ 0.25  $ 0.26    $ 1.06  $ 1.09 
           
Weighted average outstanding shares - diluted 406,600  406,600  407,700  407,700 
__________________________          
(1) The assumed tax rate approximates our statutory federal and state corporate tax rate for the applicable period.
Reconciliation of Forward-Looking Guidance, Net Income to Adjusted EBITDA
Guidance Range Guidance Range
For the Three Months For the Year Ending
Ending March 31, 2023   December 31, 2023
Low High Low High
Net income $ 71,000  $ 75,000  $ 314,000  $ 329,000 
Amortization of acquired intangible assets 18,000  18,000  69,000  69,000 
Depreciation and other amortization 8,000  8,000  34,000  34,000 
Interest (income), net (33,000) (33,000) (116,000) (116,000)
Other expense, net —  —  —  — 
Income tax expense 25,000  26,000  110,000  115,000 
Stock-based compensation expense 21,000  21,000  88,000  88,000 
Acquisition and integration related costs 1,000  1,000  1,000  1,000 
Settlements and impairments —  —  —  — 
Adjusted EBITDA $ 111,000  $ 116,000  $ 500,000  $ 520,000 
    





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 portfolio 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. 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 first quarter and full year 2023 will not be as stated in this press release; the risk that net income for the first quarter and full year 2023 will not be as stated in this press release; the risk that EBITDA for the first quarter and full year 2023 will not be as stated in this press release; the risk that adjusted EBITDA for the first quarter and full year 2023 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 first quarter and full year 2023 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 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; June 30, 2022 and September 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.