Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 18, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'COSTAR GROUP INC | ' |
Entity Central Index Key | '0001057352 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 28,768,360 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Revenues | $119,076 | $104,033 |
Cost of revenues | 33,643 | 33,606 |
Gross margin | 85,433 | 70,427 |
Operating expenses: | ' | ' |
Selling and marketing | 27,745 | 26,978 |
Software development | 12,351 | 12,102 |
General and administrative | 24,897 | 29,820 |
Purchase amortization | 3,299 | 4,125 |
Total operating expenses | 68,292 | 73,025 |
Income (loss) from operations | 17,141 | -2,598 |
Interest and other income | 137 | 104 |
Interest and other expense | -1,615 | -1,755 |
Income (loss) before income taxes | 15,663 | -4,249 |
Income tax expense (benefit), net | 5,923 | -1,839 |
Net income (loss) | $9,740 | ($2,410) |
Net income (loss) per share-basic (in dollars per share) | $0.34 | ($0.09) |
Net income (loss) per share-diluted (in dollars per share) | $0.34 | ($0.09) |
Weighted average outstanding shares-basic (in shares) | 28,273 | 27,428 |
Weighted average outstanding shares-diluted (in shares) | 28,840 | 27,428 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net income (loss) | $9,740 | ($2,410) |
Other comprehensive income (loss), net of tax | ' | ' |
Foreign currency translation adjustment | 259 | -1,640 |
Net decrease in unrealized loss on investments | 178 | 63 |
Total other comprehensive income (loss) | 437 | -1,577 |
Total comprehensive income (loss) | $10,177 | ($3,987) |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $223,443 | $255,953 |
Accounts receivable, less allowance for doubtful accounts of approximately $3,857 and $3,397 as of March 31, 2014 and December 31, 2013, respectively | 32,286 | 20,761 |
Deferred and other income taxes, net | 37,362 | 22,506 |
Prepaid expenses and other current assets | 8,113 | 6,597 |
Debt issuance costs, net | 2,547 | 2,649 |
Total current assets | 303,751 | 308,466 |
Long-term investments | 22,168 | 21,990 |
Property and equipment, net | 57,338 | 57,719 |
Goodwill | 718,824 | 718,587 |
Intangibles and other assets, net | 137,168 | 144,472 |
Deposits and other assets | 1,818 | 1,855 |
Debt issuance costs, net | 3,729 | 3,893 |
Total assets | 1,244,796 | 1,256,982 |
Current liabilities: | ' | ' |
Current portion of long-term debt | 26,250 | 24,063 |
Accounts payable | 3,943 | 4,939 |
Accrued wages and commissions | 12,426 | 20,104 |
Accrued expenses | 26,208 | 23,200 |
Deferred gain on the sale of building | 2,523 | 2,523 |
Income taxes payable | 0 | 2,362 |
Deferred revenue | 35,926 | 34,362 |
Total current liabilities | 107,276 | 111,553 |
Long-term debt, less current portion | 122,500 | 129,062 |
Deferred gain on the sale of building | 25,655 | 26,286 |
Deferred rent | 23,353 | 22,828 |
Deferred income taxes, net | 31,390 | 34,582 |
Income taxes payable | 4,829 | 4,809 |
Total liabilities | 315,003 | 329,120 |
Stockholders' equity: | ' | ' |
Total stockholders’ equity | 929,793 | 927,862 |
Total liabilities and stockholders’ equity | $1,244,796 | $1,256,982 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Allowance for doubtful accounts | $3,857 | $3,397 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities: | ' | ' |
Net income (loss) | $9,740 | ($2,410) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation | 3,540 | 2,909 |
Amortization | 6,311 | 7,257 |
Amortization of debt issuance costs | 710 | 747 |
Impairment loss | 1,053 | 0 |
Excess tax benefit from stock-based compensation | -23,429 | -7,305 |
Stock-based compensation expense | 7,879 | 17,326 |
Deferred income tax expense (benefit), net | 5,090 | -7,657 |
Provision for losses on accounts receivable | 986 | 321 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -12,499 | -8,380 |
Prepaid expenses and other current assets | -1,509 | -325 |
Deposits and other assets | 39 | 322 |
Accounts payable and other liabilities | -5,991 | 3,587 |
Deferred revenue | 1,525 | 4,316 |
Net cash provided by (used in) operating activities | -6,555 | 10,708 |
Investing activities: | ' | ' |
Proceeds from sale and settlement of investments | 0 | 83 |
Purchases of property and equipment and other assets | -4,149 | -4,643 |
Net cash used in investing activities | -4,149 | -4,560 |
Financing activities: | ' | ' |
Payments of long-term debt | -4,375 | -4,375 |
Payments of deferred consideration | -1,344 | -1,344 |
Excess tax benefit from stock-based compensation | 23,429 | 7,305 |
Repurchase of restricted stock to satisfy tax withholding obligations | -42,555 | -3,144 |
Proceeds from exercise of stock options and employee stock purchase plan | 3,001 | 6,807 |
Net cash provided by (used in) financing activities | -21,844 | 5,249 |
Effect of foreign currency exchange rates on cash and cash equivalents | 38 | -30 |
Net increase (decrease) in cash and cash equivalents | -32,510 | 11,367 |
Cash and cash equivalents at the beginning of period | 255,953 | 156,027 |
Cash and cash equivalents at the end of period | $223,443 | $167,394 |
ORGANIZATION
ORGANIZATION | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
ORGANIZATION | ' |
ORGANIZATION | |
CoStar Group, Inc. (the “Company” or “CoStar”) provides information, analytics and marketing services to the commercial real estate and related business community through its comprehensive, proprietary database of commercial real estate information covering the United States (“U.S.”) and parts of the United Kingdom (“U.K.”) and France, as well as its complementary online marketplace of commercial real estate listings. The Company operates within two operating segments, U.S. and International, and its services are typically distributed to its clients under subscription-based license agreements that renew automatically, a majority of which have a term of one year. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Basis of Presentation | ||||||||
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Accounting policies are consistent for each operating segment. | ||||||||
Interim Financial Statements | ||||||||
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. In the opinion of the Company’s management, the financial statements reflect all adjustments necessary to present fairly the Company’s financial position at March 31, 2014, the results of its operations for the three months ended March 31, 2014 and 2013, its comprehensive income for the three months ended March 31, 2014 and 2013, and its cash flows for the three months ended March 31, 2014 and 2013. These adjustments are of a normal recurring nature. | ||||||||
Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | ||||||||
The results of operations for the three months ended March 31, 2014 are not necessarily indicative of future financial results. | ||||||||
Use of Estimates | ||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | ||||||||
Foreign Currency Translation | ||||||||
The Company’s functional currency in its foreign locations is the local currency. Assets and liabilities are translated into U.S. dollars as of the balance sheet dates. Revenues, expenses, gains and losses are translated at the average exchange rates in effect during each period. Gains and losses resulting from translation are included in accumulated other comprehensive income (loss). Net gains or losses resulting from foreign currency exchange transactions are included in the condensed consolidated statements of operations. There were no material gains or losses from foreign currency exchange transactions for the three months ended March 31, 2014 and 2013. | ||||||||
2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — (CONTINUED) | |||||||
Accumulated Other Comprehensive Loss | ||||||||
The components of accumulated other comprehensive loss were as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Foreign currency translation adjustment | $ | (3,744 | ) | $ | (4,003 | ) | ||
Accumulated net unrealized loss on investments, net of tax | (1,349 | ) | (1,527 | ) | ||||
Total accumulated other comprehensive loss | $ | (5,093 | ) | $ | (5,530 | ) | ||
There were no amounts reclassified out of accumulated other comprehensive loss to the condensed consolidated statements of operations for the three months ended March 31, 2014 and 2013. | ||||||||
Net Income (Loss) Per Share | ||||||||
Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period on a basic and diluted basis. The Company’s potentially dilutive securities include stock options and restricted stock. Diluted net income (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. | ||||||||
The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share data): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Numerator: | ||||||||
Net income (loss) | $ | 9,740 | $ | (2,410 | ) | |||
Denominator: | ||||||||
Denominator for basic net income (loss) per share — weighted-average outstanding shares | 28,273 | 27,428 | ||||||
Effect of dilutive securities: | ||||||||
Stock options and restricted stock | 567 | — | ||||||
Denominator for diluted net income (loss) per share — weighted-average outstanding shares | 28,840 | 27,428 | ||||||
Net income (loss) per share — basic | $ | 0.34 | $ | (0.09 | ) | |||
Net income (loss) per share — diluted | $ | 0.34 | $ | (0.09 | ) | |||
Employee stock options with exercise prices greater than the average market price of the Company’s common stock for the period are excluded from the calculation of diluted net income (loss) per share as their inclusion would be anti-dilutive. Stock options to purchase approximately 88,000 shares that were outstanding for the three months ended March 31, 2014 were not included in the computation of diluted net income per share because the exercise price of the stock options was greater than the average market share price of the common stock during the period. The Company did not consider the impact of potentially dilutive securities for the three months ended March 31, 2013 when calculating the diluted net loss per share because the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. Additionally, shares of restricted common stock that vest based on Company performance conditions that have not been achieved as of the end of the period are not included in the computation of basic or diluted earnings per share. | ||||||||
Stock-Based Compensation | ||||||||
Equity instruments issued in exchange for employee services are accounted for using a fair-value based method and the fair value of such equity instruments is recognized as expense in the condensed consolidated statements of operations. | ||||||||
2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — (CONTINUED) | |||||||
Stock-Based Compensation — (Continued) | ||||||||
Stock-based compensation expense is measured at the grant date of the stock-based awards that vest over set time periods based on their fair values, and is recognized on a straight line basis as expense over the vesting periods of the awards, net of an estimated forfeiture rate. For equity instruments that vest based on performance, the Company assesses the probability of the achievement of the performance conditions at the end of each reporting period, or more frequently based upon the occurrence of events that may change the probability of whether the performance conditions would be met. If the Company's initial estimates of the achievement of the performance conditions change, the related stock-based compensation expense and timing of recognition may fluctuate from period to period based on those estimates. If the performance conditions are not met, no stock-based compensation expense will be recognized, and any previously recognized stock-based compensation expense will be reversed. | ||||||||
In 2012, the Company granted performance-based restricted common stock awards that vest upon the Company's achievement of $90.0 million of cumulative net income before interest, income taxes, depreciation and amortization ("EBITDA") over a period of four consecutive calendar quarters if such performance is achieved by March 31, 2017, subject to certain approvals under the CoStar Group, Inc. 2007 Stock Incentive Plan. As of March 31, 2014, the Company had satisfied all performance and service conditions, and as a result, the restricted common stock granted under these awards vested. The Company recorded approximately $2.2 million and $11.3 million of stock-based compensation expense related to the performance-based restricted common stock for the three months ended March 31, 2014 and 2013, respectively. | ||||||||
Cash flows resulting from excess tax benefits are classified as part of cash flows from operating and financing activities. Excess tax benefits represent tax benefits related to stock-based compensation in excess of the associated deferred tax asset for such equity compensation. Net cash proceeds from the exercise of stock options and the purchase of shares under the Employee Stock Purchase Plan (“ESPP”) were approximately $3.0 million and $6.8 million for the three months ended March 31, 2014 and 2013, respectively. There were approximately $23.4 million and $7.3 million of excess tax benefits realized from stock options exercised and restricted stock awards vested for the three months ended March 31, 2014 and 2013, respectively. The effect of the excess tax benefit as of March 31, 2014 was primarily recorded in deferred and other income taxes, net and additional paid-in capital included within total stockholders' equity in the condensed consolidated balance sheets. The effect of the excess tax benefit as of December 31, 2013 was recorded in current income taxes payable and additional paid-in capital included within total stockholders' equity in the condensed consolidated balance sheets. | ||||||||
Stock-based compensation expense for stock options and restricted stock issued under equity incentive plans and stock purchases under the ESPP included in the Company’s results of operations were as follows (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Cost of revenues | $ | 1,208 | $ | 1,401 | ||||
Selling and marketing | 1,101 | 1,808 | ||||||
Software development | 1,447 | 2,431 | ||||||
General and administrative | 4,123 | 11,686 | ||||||
Total stock-based compensation | $ | 7,879 | $ | 17,326 | ||||
Options to purchase 43,416 and 146,530 shares were exercised during the three months ended March 31, 2014 and 2013, respectively. | ||||||||
2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — (CONTINUED) | |||||||
Capitalized Product Development Costs | ||||||||
Product development costs are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized. Costs are capitalized, to the extent that the capitalizable costs do not exceed the realizable value of such costs, until the product is available for general release to customers. The Company defines the establishment of technological feasibility as the completion of all planning, designing, coding and testing activities that are necessary to establish products that meet design specifications including functions, features and technical performance requirements. The Company's capitalized product development costs had a total net book value of approximately $64,000 and $111,000 as of March 31, 2014 and December 31, 2013, respectively. These capitalized product development costs are included in intangible and other assets in the Company’s condensed consolidated balance sheets. Amortization is computed using a straight-line method over the remaining estimated economic life of the product, typically three to five years after the software is ready for its intended use. The Company amortized capitalized product development costs of approximately $47,000 for each of the three months ended March 31, 2014 and 2013. | ||||||||
Debt Issuance Costs | ||||||||
Costs incurred in connection with the issuance of long-term debt are capitalized and amortized as interest expense over the term of the related debt using the effective interest method. Upon a refinancing, previously capitalized debt issuance costs are expensed and included in loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt. If the Company determines that there has not been a substantial modification of the related debt, any previously capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument using the effective interest method. The Company had capitalized debt issuance costs of approximately $6.3 million and $6.5 million as of March 31, 2014 and December 31, 2013, respectively. The debt issuance costs are associated with the financing commitment received from JPMorgan Chase Bank, N.A. (“J.P. Morgan Bank”) on April 27, 2011 and the subsequent term loan facility and revolving credit facility established under a credit agreement dated February 16, 2012 (the “2012 Credit Agreement”). See Notes 7, 11 and 12 for additional information regarding the financing commitment with J.P. Morgan Bank and the term loan facility and revolving credit facility. The Company amortized debt issuance costs of approximately $710,000 and $747,000 for the three months ended March 31, 2014 and 2013, respectively. | ||||||||
Recent Accounting Pronouncements | ||||||||
There have been no developments to the Recent Accounting Pronouncements discussion included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, including the expected dates of adoption and estimated effects on the Company’s condensed consolidated financial statements. |
INVESTMENTS
INVESTMENTS | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||
INVESTMENTS | ' | |||||||||||||||
INVESTMENTS | ||||||||||||||||
The Company determines the appropriate classification of debt and equity investments at the time of purchase and re-evaluates such designation as of each balance sheet date. The Company considers all of its investments to be available-for-sale. The Company's investments consist of long-term variable rate debt instruments with an auction reset feature, referred to as auction rate securities (“ARS”). Investments are carried at fair market value. | ||||||||||||||||
Scheduled maturities of investments classified as available-for-sale as of March 31, 2014 are as follows (in thousands): | ||||||||||||||||
Maturity | Fair Value | |||||||||||||||
Due: | ||||||||||||||||
April 1, 2014 — March 31, 2015 | $ | — | ||||||||||||||
April 1, 2015 — March 31, 2019 | 851 | |||||||||||||||
April 1, 2019 — March 31, 2024 | — | |||||||||||||||
After March 31, 2024 | 21,317 | |||||||||||||||
Available-for-sale investments | $ | 22,168 | ||||||||||||||
3 | INVESTMENTS — (CONTINUED) | |||||||||||||||
The Company had no realized gains on its investments for each of the three months ended March 31, 2014 and 2013. The Company had no realized losses on its investments for each of the three months ended March 31, 2014 and 2013. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis. | ||||||||||||||||
Changes in unrealized holding gains and losses, net of the related tax effect, on available-for-sale securities are excluded from earnings and are reported as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity until realized. A decline in market value of any available-for-sale security below cost that is deemed to be other-than-temporary results in a reduction in carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established. Dividend and interest income are recognized when earned. | ||||||||||||||||
As of March 31, 2014, the amortized cost basis and fair value of investments classified as available-for-sale were as follows (in thousands): | ||||||||||||||||
Amortized | Gross | Gross | Fair | |||||||||||||
Cost | Unrealized | Unrealized | Value | |||||||||||||
Gains | Losses | |||||||||||||||
Auction rate securities | $ | 23,517 | $ | 409 | $ | (1,758 | ) | $ | 22,168 | |||||||
Available-for-sale investments | $ | 23,517 | $ | 409 | $ | (1,758 | ) | $ | 22,168 | |||||||
As of December 31, 2013, the amortized cost basis and fair value of investments classified as available-for-sale were as follows (in thousands): | ||||||||||||||||
Amortized | Gross | Gross | Fair | |||||||||||||
Cost | Unrealized | Unrealized | Value | |||||||||||||
Gains | Losses | |||||||||||||||
Auction rate securities | $ | 23,517 | $ | 411 | $ | (1,938 | ) | $ | 21,990 | |||||||
Available-for-sale investments | $ | 23,517 | $ | 411 | $ | (1,938 | ) | $ | 21,990 | |||||||
The unrealized losses on the Company’s investments as of March 31, 2014 and December 31, 2013 were generated primarily from changes in interest rates. The losses are considered temporary, as the contractual terms of these investments do not permit the issuer to settle the security at a price less than the amortized cost of the investment. Because the Company does not intend to sell these instruments and it is more likely than not that the Company will not be required to sell these instruments prior to anticipated recovery, which may be at maturity, the Company does not consider these investments to be other-than-temporarily impaired as of March 31, 2014 and December 31, 2013. See Note 4 for further discussion of the fair value of the Company’s financial assets. | ||||||||||||||||
The components of the Company’s investments in an unrealized loss position for twelve months or longer were as follows (in thousands): | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Aggregate | Gross | Aggregate | Gross | |||||||||||||
Fair | Unrealized | Fair | Unrealized | |||||||||||||
Value | Losses | Value | Losses | |||||||||||||
Auction rate securities | $ | 21,317 | $ | (1,758 | ) | $ | 21,137 | $ | (1,938 | ) | ||||||
Investments in an unrealized loss position | $ | 21,317 | $ | (1,758 | ) | $ | 21,137 | $ | (1,938 | ) | ||||||
The Company did not have any investments in an unrealized loss position for less than twelve months as of March 31, 2014 and December 31, 2013, respectively. |
FAIR_VALUE
FAIR VALUE | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
FAIR VALUE | ' | |||||||||||||||
FAIR VALUE | ||||||||||||||||
Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. There is a three-tier fair value hierarchy, which categorizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. | ||||||||||||||||
The following table represents the Company's fair value hierarchy for its financial assets (cash, cash equivalents and investments) measured at fair value on a recurring basis as of March 31, 2014 (in thousands): | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash | $ | 20,358 | $ | — | $ | — | $ | 20,358 | ||||||||
Money market funds | 263 | — | — | 263 | ||||||||||||
Commercial paper | 202,822 | — | — | 202,822 | ||||||||||||
Auction rate securities | — | — | 22,168 | 22,168 | ||||||||||||
Total assets measured at fair value | $ | 223,443 | $ | — | $ | 22,168 | $ | 245,611 | ||||||||
The following table represents the Company's fair value hierarchy for its financial assets (cash, cash equivalents and investments) and liabilities measured at fair value on a recurring basis as of December 31, 2013 (in thousands): | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash | $ | 134,989 | $ | — | $ | — | $ | 134,989 | ||||||||
Money market funds | 50,593 | — | — | 50,593 | ||||||||||||
Commercial paper | 70,371 | — | — | 70,371 | ||||||||||||
Auction rate securities | — | — | 21,990 | 21,990 | ||||||||||||
Total assets measured at fair value | $ | 255,953 | $ | — | $ | 21,990 | $ | 277,943 | ||||||||
Liabilities: | ||||||||||||||||
Deferred consideration | $ | — | $ | — | $ | 1,344 | $ | 1,344 | ||||||||
Total liabilities measured at fair value | $ | — | $ | — | $ | 1,344 | $ | 1,344 | ||||||||
The Company’s Level 3 assets consist of ARS, whose underlying assets are primarily student loan securities supported by guarantees from the Federal Family Education Loan Program (“FFELP”) of the U.S. Department of Education. | ||||||||||||||||
The following tables summarize changes in fair value of the Company’s Level 3 assets for the three months ended March 31, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Balance at beginning of period | $ | 21,990 | $ | 21,662 | ||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 178 | 63 | ||||||||||||||
Settlements | — | (50 | ) | |||||||||||||
Balance at end of period | $ | 22,168 | $ | 21,675 | ||||||||||||
4 | FAIR VALUE — (CONTINUED) | |||||||||||||||
The following table summarizes changes in fair value of the Company’s Level 3 assets from December 31, 2007 to March 31, 2014 (in thousands): | ||||||||||||||||
Auction | ||||||||||||||||
Rate | ||||||||||||||||
Securities | ||||||||||||||||
Balance at December 31, 2007 | $ | 53,975 | ||||||||||||||
Increase in unrealized loss included in accumulated other comprehensive loss | (3,710 | ) | ||||||||||||||
Settlements | (20,925 | ) | ||||||||||||||
Balance at December 31, 2008 | 29,340 | |||||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 684 | |||||||||||||||
Settlements | (300 | ) | ||||||||||||||
Balance at December 31, 2009 | 29,724 | |||||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 40 | |||||||||||||||
Settlements | (575 | ) | ||||||||||||||
Balance at December 31, 2010 | 29,189 | |||||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 245 | |||||||||||||||
Settlements | (4,850 | ) | ||||||||||||||
Balance at December 31, 2011 | 24,584 | |||||||||||||||
Auction rate securities upon acquisition | 442 | |||||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 836 | |||||||||||||||
Settlements | (4,200 | ) | ||||||||||||||
Balance at December 31, 2012 | 21,662 | |||||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 378 | |||||||||||||||
Settlements | (50 | ) | ||||||||||||||
Balance at December 31, 2013 | 21,990 | |||||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 178 | |||||||||||||||
Settlements | — | |||||||||||||||
Balance at March 31, 2014 | $ | 22,168 | ||||||||||||||
ARS are variable rate debt instruments whose interest rates are reset approximately every 28 days. The majority of the underlying securities have contractual maturities greater than twenty years. The ARS are recorded at fair value. | ||||||||||||||||
As of March 31, 2014, the Company held ARS with $24.3 million par value, all of which failed to settle at auction. The majority of these investments are of high credit quality with AAA credit ratings and are primarily student loan securities supported by guarantees from the FFELP of the U.S. Department of Education. The Company may not be able to liquidate and fully recover the carrying value of the ARS in the near term. As a result, these securities are classified as long-term investments in the Company’s condensed consolidated balance sheet as of March 31, 2014. | ||||||||||||||||
While the Company continues to earn interest on its ARS investments at the contractual rate, these investments are not currently actively trading and therefore do not currently have a readily determinable market value. The estimated fair value of the ARS no longer approximates par value. The Company used a discounted cash flow model to determine the estimated fair value of its investment in ARS as of March 31, 2014. The assumptions used in preparing the discounted cash flow model include estimates for interest rates, credit spreads, timing and amount of contractual cash flows, liquidity risk premiums, expected holding periods and default risk. The Company updates the discounted cash flow model on a quarterly basis to reflect any changes in the assumptions used in the model and settlements of ARS investments that occurred during the period. | ||||||||||||||||
4 | FAIR VALUE — (CONTINUED) | |||||||||||||||
The only significant unobservable input in the discounted cash flow model is the discount rate. The discount rate used represents the Company's estimate of the yield expected by a market participant from the ARS investments. The weighted average discount rate used in the discounted cash flow model as of March 31, 2014 and December 31, 2013 was approximately 4.9%. Selecting another discount rate within the range used in the discounted cash flow model would not result in a significant change to the fair value of the ARS. | ||||||||||||||||
Based on this assessment of fair value, as of March 31, 2014, the Company determined there was a decline in the fair value of its ARS investments of approximately $1.3 million. The decline was deemed to be a temporary impairment and recorded as an unrealized loss in accumulated other comprehensive loss in stockholders’ equity. In addition, while a majority of the ARS are currently rated AAA, if the issuers are unable to successfully close future auctions and/or their credit ratings deteriorate, the Company may be required to record additional unrealized losses in accumulated other comprehensive loss or an other-than-temporary impairment charge to earnings on these investments. | ||||||||||||||||
As of March 31, 2014, the Company had no Level 3 liabilities. As of March 31, 2013, the Company held Level 3 liabilities for deferred consideration that it acquired as a result of the April 30, 2012 acquisition of LoopNet. The deferred consideration totaled $1.3 million as of December 31, 2013 and included potential deferred cash payments in connection with acquisitions LoopNet completed in 2010 including: (i) potential deferred cash payments due to the sellers of LandsofAmerica.com, LLC ("LandsofAmerica") on March 31, 2014 based on LandsofAmerica's achievement of financial and operational milestones, resulting in undiscounted deferred consideration as of December 31, 2013 of approximately $1.0 million; and (ii) potential deferred cash payments due to the sellers of Reaction Corp. ("Reaction Web") on March 31, 2014 based on Reaction Web's achievement of revenue milestones, resulting in undiscounted deferred consideration as of December 31, 2013 of approximately $344,000. On March 28, 2013, the Company paid $1.0 million to the sellers of LandsofAmerica for the achievement of financial and operational milestones in 2012 and paid approximately $344,000 to the sellers of Reaction Web for the achievement of revenue milestones in 2012. On March 31, 2014, the Company paid $1.0 million to the sellers of LandsofAmerica for the achievement of financial and operational milestones in 2013 and paid approximately $344,000 to the sellers of Reaction Web for the achievement of revenue milestones in 2013. | ||||||||||||||||
The following tables summarize changes in fair value of the Company’s Level 3 liabilities for the three months ended March 31, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Balance at beginning of period | $ | 1,344 | $ | 2,304 | ||||||||||||
Accretion for period | — | 126 | ||||||||||||||
Payments made during period | (1,344 | ) | (1,344 | ) | ||||||||||||
Balance at end of period | $ | — | $ | 1,086 | ||||||||||||
The following table summarizes changes in fair value of the Company’s Level 3 liabilities from December 31, 2012 to March 31, 2014 (in thousands): | ||||||||||||||||
Deferred | ||||||||||||||||
Consideration | ||||||||||||||||
Balance at December 31, 2012 | $ | 2,304 | ||||||||||||||
Accretion for 2013 | 384 | |||||||||||||||
Payments made in 2013 | (1,344 | ) | ||||||||||||||
Balance at December 31, 2013 | 1,344 | |||||||||||||||
Payments made from January 1, 2014 – March 31, 2014 | (1,344 | ) | ||||||||||||||
Balance at March 31, 2014 | $ | — | ||||||||||||||
4 | FAIR VALUE — (CONTINUED) | |||||||||||||||
Prior to December 31, 2013, the Company used a discounted cash flow model to determine the estimated fair value of its Level 3 liabilities. The assumptions used in preparing the discounted cash flow model included the discount rate and probabilities for completion of financial and operational milestones. The only significant unobservable input in the discounted cash flow model used to determine the estimated fair value of the Company's Level 3 liabilities was the discount rate. The discount rate used represented LoopNet's cost of equity at the time of each acquisition plus a margin for counterparty risk. As of December 31, 2013, the Company recorded a liability for the entire amount of undiscounted deferred consideration paid on March 31, 2014. | ||||||||||||||||
Concentration of Credit Risk and Financial Instruments | ||||||||||||||||
The Company performs ongoing credit evaluations of its customers’ financial condition and generally does not require that its customers’ obligations to the Company be secured. The Company maintains reserves for estimated inherent credit losses, and such losses have been within management’s expectations. The large size and widespread nature of the Company’s customer base and the Company’s lack of dependence on any individual customer mitigates the risk of nonpayment of the Company’s accounts receivable. The carrying amount of the accounts receivable approximates the net realizable value. The carrying value of accounts receivable, accounts payable, accrued expenses, and long-term debt approximates fair value. |
GOODWILL
GOODWILL | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Goodwill [Abstract] | ' | |||||||||||
GOODWILL | ' | |||||||||||
GOODWILL | ||||||||||||
The changes in the carrying amount of goodwill by operating segment consist of the following (in thousands): | ||||||||||||
United States | International | Total | ||||||||||
Goodwill, December 31, 2012 | $ | 692,639 | $ | 25,439 | $ | 718,078 | ||||||
Effect of foreign currency translation | — | 509 | 509 | |||||||||
Goodwill, December 31, 2013 | 692,639 | 25,948 | 718,587 | |||||||||
Effect of foreign currency translation | — | 237 | 237 | |||||||||
Goodwill, March 31, 2014 | $ | 692,639 | $ | 26,185 | $ | 718,824 | ||||||
INTANGIBLES_AND_OTHER_ASSETS
INTANGIBLES AND OTHER ASSETS | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Intangibles and Other Assets [Abstract] | ' | |||||||||
INTANGIBLES AND OTHER ASSETS | ' | |||||||||
INTANGIBLES AND OTHER ASSETS | ||||||||||
Intangibles and other assets consist of the following (in thousands, except amortization period data): | ||||||||||
March 31, | December 31, | Weighted- | ||||||||
2014 | 2013 | Average | ||||||||
Amortization | ||||||||||
Period (in years) | ||||||||||
Capitalized product development cost | $ | 2,140 | $ | 2,140 | 4 | |||||
Accumulated amortization | (2,076 | ) | (2,029 | ) | ||||||
Capitalized product development cost, net | 64 | 111 | ||||||||
Building photography | 13,804 | 13,743 | 5 | |||||||
Accumulated amortization | (12,154 | ) | (12,005 | ) | ||||||
Building photography, net | 1,650 | 1,738 | ||||||||
Acquired database technology | 77,386 | 77,368 | 5 | |||||||
Accumulated amortization | (43,823 | ) | (41,073 | ) | ||||||
Acquired database technology, net | 33,563 | 36,295 | ||||||||
Acquired customer base | 131,089 | 130,960 | 10 | |||||||
Accumulated amortization | (78,167 | ) | (74,734 | ) | ||||||
Acquired customer base, net | 52,922 | 56,226 | ||||||||
Acquired trade names and other (1) | 57,552 | 59,336 | 7 | |||||||
Accumulated amortization | (8,583 | ) | (9,234 | ) | ||||||
Acquired trade names and other, net | 48,969 | 50,102 | ||||||||
Intangibles and other assets, net | $ | 137,168 | $ | 144,472 | ||||||
(1) The weighted-average amortization period for acquired trade names excludes $48.7 million for acquired trade names recorded in connection with the LoopNet acquisition on April 30, 2012, which amount is not amortized, but is subject to annual impairment tests. | ||||||||||
The Company recently finalized a branding initiative plan that includes, among other things, re-branding some of the services provided by its wholly owned subsidiaries, in order to better organize, update, streamline and optimize the Company’s branding strategy. The Company expects to launch the branding initiative externally in the second quarter of 2014. Following the external launch of the branding initiative, the Company intends to cease using certain of its trade names. The Company evaluated the assets for impairment and determined that the carrying value of certain trade names exceeded the fair value. The Company recorded an impairment charge of approximately $1.1 million in cost of revenues in the condensed consolidated statements of operations within the Company's U.S. operating segment. The adjusted carrying value of the Company's trade name intangible assets associated with the branding initiative will be amortized through the date of the external launch of the branding initiative. |
LONGTERM_DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2014 | |
Long-term Debt, Current and Noncurrent [Abstract] | ' |
LONG-TERM DEBT | ' |
LONG-TERM DEBT | |
On February 16, 2012, the Company entered into a term loan facility and revolving credit facility pursuant to the 2012 Credit Agreement dated February 16, 2012, by and among the Company, as borrower, CoStar Realty Information, Inc. ("CoStar Realty"), as co-borrower, J.P. Morgan Bank, as administrative agent, and the other lenders thereto. The 2012 Credit Agreement provides for a $175.0 million term loan facility and a $50.0 million revolving credit facility, each with a term of five years. On April 30, 2012, the Company borrowed $175.0 million under the term loan facility and used those proceeds, together with net proceeds from the Company's equity offering conducted in June 2011, to pay a portion of the merger consideration and transaction costs related to the LoopNet merger. The carrying value of the term loan facility approximates fair value and can be estimated through Level 3 unobservable inputs using an expected present value technique based on expected cash flows discounted using the current credit-adjusted risk-free rate, which approximates the rate of interest on the term loan facility at the origination. | |
The revolving credit facility includes a subfacility for swingline loans of up to $5.0 million and up to $10.0 million of the revolving credit facility is available for the issuances of letters of credit. The term loan facility amortizes in quarterly installments in amounts resulting in an annual amortization of 5% during the first year, 10% during the second year, 15% during the third year, 20% during the fourth year and 50% during the fifth year after the closing date. The loans under the 2012 Credit Agreement bear interest, at the Company's option, either (i) during any interest period selected by the Company, at the London interbank offered rate for deposits in U.S. dollars with a maturity comparable to such interest period, adjusted for statutory reserves (“LIBOR”), plus a spread of 2.00% per annum, or (ii) at the greatest of (x) the prime rate from time to time announced by J.P. Morgan Bank, (y) the federal funds effective rate plus ½ of 1.00% and (z) LIBOR for a one-month interest period plus 1.00%, plus a spread of 1.00% per annum. If an event of default occurs under the 2012 Credit Agreement, the interest rate on overdue amounts will increase by 2.00% per annum. The obligations under the 2012 Credit Agreement are guaranteed by all material subsidiaries of the Company and secured by a lien on substantially all of the assets of the Company and its material subsidiaries, in each case subject to certain exceptions. | |
The 2012 Credit Agreement requires the Company to maintain a Debt Service Coverage Ratio (as defined in the 2012 Credit Agreement) of at least 1.5 to 1.0 and a Total Leverage Ratio (as defined in the 2012 Credit Agreement) that does not exceed 2.75 to 1.00 during each of the three months ending March 31, 2014 and June 30, 2014; and 2.50 to 1.00 thereafter. The 2012 Credit Agreement also includes other covenants that were effective as of April 30, 2012, including covenants that, subject to certain exceptions, restrict the ability of the Company and its subsidiaries to (i) incur additional indebtedness, (ii) create, incur, assume or permit to exist any liens, (iii) enter into mergers, consolidations or similar transactions, (iv) make investments and acquisitions, (v) make certain dispositions of assets, (vi) make dividends, distributions and prepayments of certain indebtedness, and (vii) enter into certain transactions with affiliates. The Company was in compliance with the covenants in the 2012 Credit Agreement as of March 31, 2014. | |
Commencing with the fiscal year ended December 31, 2012, the 2012 Credit Agreement requires the Company to make an annual prepayment of the term loan facility equal to a percentage of Excess Cash Flow (as defined in the 2012 Credit Agreement) to reduce the principal amount outstanding under the term loan facility. The prepayment percentage is 50% when the Total Leverage Ratio exceeds 3.00 to 1.00; 25% when the Total Leverage Ratio is greater than 2.50 to 1.00 but equal to or less than 3.00 to 1.00; and 0% when the Total Leverage Ratio is equal to or less than 2.50 to 1.00. This prepayment requirement is reduced by the amount of prior voluntary prepayments during the respective fiscal year, subject to certain exceptions set forth in the 2012 Credit Agreement. The Excess Cash Flow payment, if required, is due within ten business days of the date on which the annual financial statements are delivered or required to be delivered to the lenders pursuant to the 2012 Credit Agreement. For the fiscal year ended December 31, 2013, the Company was not required to make an Excess Cash Flow payment. | |
In connection with obtaining the term loan facility and revolving credit facility, the Company incurred approximately $11.5 million in debt issuance costs, which were capitalized and are being amortized as interest expense over the term of the 2012 Credit Agreement using the effective interest method. The debt issuance costs are comprised of approximately $9.2 million in underwriting fees and approximately $2.3 million primarily related to legal fees associated with the debt issuance. | |
As of March 31, 2014 and December 31, 2013, no amounts were outstanding under the revolving credit facility. Total interest expense for the term loan facility was approximately $1.6 million and $1.8 million for the three months ended March 31, 2014 and 2013, respectively. Interest expense included amortized debt issuance costs of approximately $710,000 and $747,000 for the three months ended March 31, 2014 and 2013, respectively. Total interest paid for the term loan facility was approximately $905,000 and $1.4 million for the three months ended March 31, 2014 and 2013, respectively. See Note 11 for details on the February 2014 financing commitment letter from JPMorgan Chase Bank, N.A., Bank of America, N.A., SunTrust Bank and Wells Fargo Bank, National Association and see Note 12 for details on the related term loan facility and revolving credit facility provided to the Company in April 2014. |
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
INCOME TAXES | |
The income tax provision for the three months ended March 31, 2014 and 2013 reflects an effective tax rate of approximately 38% and 43%, respectively. | |
The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. The Company is currently under Internal Revenue Service ("IRS") audit in the U.S. for tax year 2010 and its subsidiary LoopNet is under IRS audit for tax years 2009, 2010, 2011 and the four months ended April 30, 2012. While no formal assessments have been received, the Company believes it has provided adequate reserves related to all matters in the tax periods open to examination. Although the timing of income tax audit resolutions and negotiations with taxing authorities is highly uncertain, the Company does not anticipate a significant change to the total amount of unrecognized income tax benefits within the next 12 months. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | |
Mar. 31, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ' | |
COMMITMENTS AND CONTINGENCIES | ' | |
COMMITMENTS AND CONTINGENCIES | ||
The Company leases office facilities and office equipment under various non-cancelable operating leases. The leases contain various renewal options. | ||
On February 16, 2012, the Company entered into the 2012 Credit Agreement. The 2012 Credit Agreement provides for a $175.0 million term loan facility and a $50.0 million revolving credit facility, each with a term of five years. See Note 7 for additional information regarding the 2012 Credit Agreement. See Note 11 for details on the February 2014 financing commitment letter from JPMorgan Chase Bank, N.A., Bank of America, N.A., SunTrust Bank and Wells Fargo Bank, National Association and see Note 12 for details on the repayment and termination of the 2012 Credit Agreement and the term loan facility and revolving credit facility provided to the Company in April 2014. | ||
In May 2011, LoopNet, the Board of Directors of LoopNet (“the LoopNet Board”) and/or the Company were named as defendants in three purported class action lawsuits brought by alleged LoopNet stockholders challenging LoopNet's proposed merger with the Company. The stockholder actions alleged, among other things, that (i) each member of the LoopNet Board breached his fiduciary duties to LoopNet and its stockholders in authorizing the sale of LoopNet to the Company, (ii) the merger did not maximize value to LoopNet stockholders, (iii) LoopNet and the Company made incomplete or materially misleading disclosures about the transaction and (iv) LoopNet and the Company aided and abetted the breaches of fiduciary duty allegedly committed by the members of the LoopNet Board. The stockholder actions sought class action certification and equitable relief, including an injunction against consummation of the merger. The parties stipulated to the consolidation of the actions, and to permit the filing of a consolidated complaint. In June 2011, counsel for the parties entered into a memorandum of understanding in which they agreed on the terms of a settlement of this litigation, which could result in a loss to the Company of approximately $200,000. On March 20, 2013, the California Superior Court declined to grant preliminary approval to the proposed settlement and issued an order scheduling a hearing on June 11, 2013 to show good cause why the case should not be dismissed. Shortly before the hearing, the plaintiffs filed a third supplemental submission in support of their motion for preliminary approval of the proposed settlement. The show cause hearing is scheduled for May 13, 2014. | ||
9 | COMMITMENTS AND CONTINGENCIES — (CONTINUED) | |
On January 3, 2012, LoopNet, the Company’s wholly owned subsidiary, was sued by CIVIX-DDI, LLC (“Civix”) in the U.S. District Court for the Eastern District of Virginia for alleged infringement of U.S. Patent Nos. 6,385,622 and 6,415,291. The complaint seeks unspecified damages, attorneys' fees and costs. On February 16, 2012, LoopNet filed an answer to Civix’s complaint and filed counterclaims against Civix seeking, among other things, declaratory relief that the asserted patents are invalid, not infringed, and that Civix committed inequitable conduct during the prosecution and re-examination of the asserted patents. On or about May 14, 2012, Civix filed a motion for leave to amend its complaint against LoopNet in the U.S. District Court for the Eastern District of Virginia seeking to add the Company as a defendant, alleging that the Company's products also infringe Civix’s patents. The Company filed a motion opposing Civix’s motion, and on June 21, 2012, the district court denied Civix's motion to amend its complaint. On June 21, 2012, the Company filed an action in the U.S. District Court for the Northern District of Illinois seeking a declaratory judgment of non-infringement and invalidity against Civix. On August 14, 2012, the Company amended its complaint against Civix to assert an affirmative claim against Civix for breach of contract, alleging Civix violated its license agreement and covenant not to sue with one of the Company's technology licensors. On August 30, 2012, the Eastern District of Virginia transferred Civix’s case against LoopNet to the Northern District of Illinois, where both cases are now pending. On October 29, 2012, Civix filed a separate action against LoopNet in the Northern District of Illinois alleging infringement of U.S. Patent No. 8,296,335. That case was later consolidated with Civix’s original lawsuit against LoopNet. Civix amended its complaint against the Company on November 8, 2012 to add claims under Patent No. 8,296,335 as well. On November 15, 2012, LoopNet filed an amended answer and counterclaim against Civix, asserting an affirmative claim against Civix for breach of contract, alleging Civix violated its license agreement and covenant not to sue with one of LoopNet's technology licensors. The U.S. District Court for the Northern District of Illinois construed the language of the patent on September 23, 2013, and has issued a schedule providing for expert discovery and dispositive motions in this case through April 2014, but no trial date has been set. On November 25, 2013, Civix submitted its expert’s report of damages, which estimated the payment it deemed appropriate in the event that the Company is found liable of infringement. The Company believes that Civix’s calculation of damages is based on improper assumptions and miscalculations, and is otherwise unsupported. The Company submitted its own expert’s report of damages, which concluded that the appropriate payment to be made in the event that the Company is found liable of infringement is significantly less than Civix’s estimate of appropriate damages. Moreover, the Company’s expert’s report of damages concluded that while Civix’s calculation of damages was fundamentally flawed and should not be used to determine damages, simply applying certain necessary adjustments to Civix’s calculation as outlined in the Company’s report resulted in a significant reduction in Civix’s calculation of damages to approximately $3.7 million. On November 5, 2013 the Company offered to settle all outstanding litigation with Civix for $600,000. On April 9, 2014 the Company offered to settle all outstanding litigation with Civix for $1.2 million. At this time the Company cannot predict the outcome of its litigation with Civix, but the Company intends to vigorously defend itself against Civix’s claims. While the Company believes it has meritorious defenses against Civix’s claims, the Company estimates that, based on the Company’s adjusted calculation of Civix’s alleged damages, the matter could result in a loss of up to $2.5 million in excess of the amount accrued. | ||
Currently, and from time to time, the Company is involved in litigation incidental to the conduct of its business. In accordance with GAAP, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. At the present time, while it is reasonably possible that an unfavorable outcome may occur as a result of one or more of the Company’s current litigation matters, management has concluded that it is not probable that a loss has been incurred in connection with the Company’s current litigation other than as described above. In addition, other than as described above, the Company is unable to estimate the possible loss or range of loss that could result from an unfavorable outcome in the Company’s current litigation and accordingly, the Company has not recognized any liability in the condensed consolidated financial statements for unfavorable results, if any, other than described above. Legal defense costs are expensed as incurred. |
SEGMENT_REPORTING
SEGMENT REPORTING | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
SEGMENT REPORTING | ' | |||||||
SEGMENT REPORTING | ||||||||
The Company manages its business geographically in two operating segments, with the primary areas of measurement and decision-making being the U.S. and International, which includes the U.K. and France. The Company’s subscription-based information services consist primarily of CoStar SuiteTM and FOCUSTM services. CoStar Suite is sold as a platform of service offerings consisting of CoStar Property Professional®, CoStar COMPS Professional® and CoStar Tenant® and through the Company's mobile application, CoStarGo®. CoStar Suite is the Company's primary service offering in the U.S. operating segment. FOCUS is the Company's primary service offering in the International operating segment. Additionally, the Company introduced CoStar Suite in the U.K. in the fourth quarter of 2012 and no longer offered FOCUS to new clients beginning in 2013. CoStar's and its subsidiaries' subscription-based services consist primarily of similar services offered over the Internet to commercial real estate industry and related professionals. Management relies on an internal management reporting process that provides revenue and operating segment EBITDA, which is the Company's net income (loss) before interest, income taxes, depreciation and amortization. Management believes that operating segment EBITDA is an appropriate measure for evaluating the operational performance of the Company's operating segments. EBITDA is used by management to internally measure operating and management performance and to evaluate the performance of the business. However, this measure should be considered in addition to, not as a substitute for or superior to, income from operations or other measures of financial performance prepared in accordance with GAAP. | ||||||||
Summarized information by operating segment consists of the following (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Revenues | ||||||||
United States | $ | 113,326 | $ | 99,296 | ||||
International | ||||||||
External customers | 5,750 | 4,737 | ||||||
Intersegment revenue | — | 116 | ||||||
Total international revenue | 5,750 | 4,853 | ||||||
Intersegment eliminations | — | (116 | ) | |||||
Total revenues | $ | 119,076 | $ | 104,033 | ||||
EBITDA | ||||||||
United States | $ | 26,368 | $ | 9,286 | ||||
International | 624 | (1,718 | ) | |||||
Total EBITDA | $ | 26,992 | $ | 7,568 | ||||
Reconciliation of EBITDA to net income (loss) | ||||||||
EBITDA | $ | 26,992 | $ | 7,568 | ||||
Purchase amortization in cost of revenues | (2,877 | ) | (3,027 | ) | ||||
Purchase amortization in operating expenses | (3,299 | ) | (4,125 | ) | ||||
Depreciation and other amortization | (3,675 | ) | (3,014 | ) | ||||
Interest income | 137 | 104 | ||||||
Interest expense | (1,615 | ) | (1,755 | ) | ||||
Income tax expense, net | (5,923 | ) | 1,839 | |||||
Net income (loss) | $ | 9,740 | $ | (2,410 | ) | |||
Intersegment revenue is attributable to services performed for the Company’s wholly owned subsidiary, Property and Portfolio Research (“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. | ||||||||
10 | SEGMENT REPORTING — (CONTINUED) | |||||||
U.S. EBITDA includes an allocation of approximately $400,000 for the three months ended March 31, 2014. This allocation represents costs incurred for International employees involved in development activities of the Company's U.S. operating segment. There were no costs allocated to U.S. EBITDA for the three months ended March 31, 2013. | ||||||||
International EBITDA includes a corporate allocation of approximately $100,000 for each of the three months ended March 31, 2014 and 2013. This allocation represents costs incurred for U.S. employees involved in management and expansion activities of the Company's International operating segment. | ||||||||
Summarized information by operating segment consists of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Property and equipment, net | ||||||||
United States | $ | 53,670 | $ | 53,733 | ||||
International | 3,668 | 3,986 | ||||||
Total property and equipment, net | $ | 57,338 | $ | 57,719 | ||||
Goodwill | ||||||||
United States | $ | 692,639 | $ | 692,639 | ||||
International | 26,185 | 25,948 | ||||||
Total goodwill | $ | 718,824 | $ | 718,587 | ||||
Assets | ||||||||
United States | $ | 1,298,378 | $ | 1,311,292 | ||||
International | 44,163 | 43,464 | ||||||
Total operating segment assets | $ | 1,342,541 | $ | 1,354,756 | ||||
Reconciliation of operating segment assets to total assets | ||||||||
Total operating segment assets | $ | 1,342,541 | $ | 1,354,756 | ||||
Investment in subsidiaries | (18,344 | ) | (18,344 | ) | ||||
Intersegment receivables | (79,401 | ) | (79,430 | ) | ||||
Total assets | $ | 1,244,796 | $ | 1,256,982 | ||||
Liabilities | ||||||||
United States | $ | 310,048 | $ | 324,626 | ||||
International | 80,289 | 79,266 | ||||||
Total operating segment liabilities | $ | 390,337 | $ | 403,892 | ||||
Reconciliation of operating segment liabilities to total liabilities | ||||||||
Total operating segment liabilities | $ | 390,337 | $ | 403,892 | ||||
Intersegment payables | (75,334 | ) | (74,772 | ) | ||||
Total liabilities | $ | 315,003 | $ | 329,120 | ||||
PENDING_ACQUISITION
PENDING ACQUISITION | 3 Months Ended |
Mar. 31, 2014 | |
Business Combinations [Abstract] | ' |
Pending Acquisition [Text Block] | ' |
PENDING ACQUISITION | |
On February 28, 2014, the Company and Classified Ventures, LLC (“CV”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, the Company agreed to purchase from CV certain assets and assume certain liabilities, in each case, related to the Apartments.com business for $585.0 million in cash, subject to a customary working capital adjustment. The boards of directors of both companies unanimously approved the transaction. | |
The completion of the acquisition is subject to customary conditions, including, among others, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction is not subject to a financing condition. | |
The Asset Purchase Agreement may be terminated by both the Company and CV under certain circumstances, including if the acquisition is not consummated by August 28, 2014. The Asset Purchase Agreement contains certain termination rights for both the Company and CV, and further provides that, upon the termination of the Asset Purchase Agreement under specified circumstances in which certain antitrust approvals are not obtained or a governmental order related to antitrust or competition matters prohibits the consummation of the acquisition, the Company will be required to pay to CV a cash termination fee of $17.6 million. | |
In connection with the acquisition, JPMorgan Chase Bank, N.A., Bank of America, N.A., SunTrust Bank and Wells Fargo Bank, National Association committed to provide the Company with a $400.0 million senior secured term loan facility (the “Initial Term Facility”) and a $225.0 million senior secured revolving credit facility (the “Revolving Facility” and, collectively with the Initial Term Facility, the “Credit Facilities”), on the terms and subject to the conditions set forth in a debt commitment letter dated February 28, 2014. The proceeds of the Credit Facilities, together with cash on hand, will be used to finance the consideration due to CV under the Asset Purchase Agreement, to pay all principal, accrued and unpaid interest, fees, premiums, if any, and other amounts due under the 2012 Credit Agreement, to fund any original issue discount or upfront fees to the extent permitted and, in the case of the Revolving Facility, for working capital and other general corporate purposes. The Initial Term Facility will mature on the date that is five years after the completion of the acquisition and will amortize in quarterly installments equal to 5% of the original principal amount of the Initial Term Facility during each of the first, second and third years, 10% during the fourth year, and 15% during the fifth year, with the remainder payable at final maturity. The Revolving Facility will mature and terminate five years after the completion of the acquisition. The Company’s obligations under the Credit Facilities will be guaranteed (subject to certain exceptions) on a senior basis by each existing and subsequently acquired or organized direct or indirect wholly-owned restricted subsidiary of the Company (the “Subsidiary Guarantors”) and will be secured (subject to permitted liens and other agreed upon exceptions) on a first priority basis by a security interest in substantially all of the assets of CoStar and the Subsidiary Guarantors and a pledge of 100% (subject to certain exceptions) of the equity interests in each direct restricted subsidiary of Costar and each Subsidiary Guarantor. | |
As a result of the pending acquisition of the Apartments.com business, the Company recorded approximately $1.1 million in acquisition-related costs for the three months ended March 31, 2014. The Company is not in a position yet to estimate with certainty the financial impact the proposed acquisition will have on its operations. See Note 12 for further details regarding the closing of the acquisition of the Apartments.com business on April 1, 2014 as well as the repayment and termination of the 2012 Credit Agreement and the term loan facility and revolving credit facility provided to the Company on April 1, 2014. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | |
Mar. 31, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events [Text Block] | ' | |
SUBSEQUENT EVENTS | ||
As discussed in Note 11, on February 28, 2014, the Company and CV entered into the Asset Purchase Agreement. Pursuant to the Asset Purchase Agreement, on April 1, 2014 (the “Closing Date”), the Company purchased from CV certain assets and assumed certain liabilities, in each case, related to the Apartments.com business (collectively, the “Business”) for $585.0 million in cash, subject to a customary working capital adjustment. The purchase price paid at closing was $587.1 million, which reflected an estimated $2.1 million increase in net working capital of the Business as of the closing date over the threshold net working capital amount; this amount is subject to further adjustment once the final net working capital of the Business as of the closing date is determined. The Company is not in a position yet to estimate with certainty the financial impact the acquisition will have on its operations. | ||
12 | SUBSEQUENT EVENTS — (CONTINUED) | |
On the Closing Date, the Company entered into a Credit Agreement (the “2014 Credit Agreement”) by and among CoStar, as Borrower, CoStar Realty Information, Inc., as Co-Borrower, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The 2014 Credit Agreement provides for a $400.0 million term loan facility and a $225.0 million revolving credit facility, each with a term of five years. The proceeds of the term loan facility and the initial borrowing under the revolving credit facility on the Closing Date in an amount of $150.0 million were used to refinance the 2012 Credit Agreement, including related fees and expenses, and pay a portion of the consideration and transaction costs related to the acquisition. The undrawn proceeds of the revolving credit facility will be available for working capital and other general corporate purposes of CoStar and its subsidiaries. | ||
Effective April 1, 2014, the Company terminated the 2012 Credit Agreement and repaid all amounts outstanding thereunder. The Company evaluated the debt modification and determined that the modification did not qualify as an extinguishment of debt because the change in the present value of future cash flows between the initial term loan facility and the new term loan facility was not considered a substantial modification. | ||
The revolving credit facility includes a subfacility for swingline loans of up to $10.0 million, and up to $10.0 million of the revolving credit facility is available for the issuance of letters of credit. The term loan facility will amortize in quarterly installments in amounts resulting in an annual amortization of 5% during each of the first, second and third years, 10% during the fourth year and 15% during the fifth year after the Closing Date, with the remainder payable at final maturity. The loans under the 2014 Credit Agreement bear interest, at the option of CoStar, either (i) during any interest period selected by CoStar, at the London interbank offered rate for deposits in U.S. dollars with a maturity comparable to such interest period, adjusted for statutory reserves (“LIBOR”), plus an initial spread of 2.00% per annum, subject to adjustment based on the First Lien Secured Leverage Ratio (as defined in the 2014 Credit Agreement) of the Company, or (ii) at the greatest of (x) the prime rate from time to time announced by JPMorgan Chase Bank, N.A., (y) the federal funds effective rate plus ½ of 1% and (z) LIBOR for a one-month interest period plus 1.00%, plus an initial spread of 1.00% per annum, subject to adjustment based on the First Lien Secured Leverage Ratio of the Company. If an event of default occurs under the 2014 Credit Agreement, the interest rate on overdue amounts will increase by 2.00% per annum. The obligations under the 2014 Credit Agreement are guaranteed by all material subsidiaries of CoStar and are secured by a lien on substantially all of the assets of CoStar and its material subsidiaries, in each case subject to certain exceptions, pursuant to security and guarantee documents entered into on the Closing Date. | ||
The 2014 Credit Agreement requires the Company to maintain (i) a First Lien Secured Leverage Ratio not exceeding 4.00 to 1.00 during the first eight full fiscal quarters after the Closing Date, and 3.50 to 1.00 thereafter and (ii) after the incurrence of additional indebtedness under certain specified exceptions in the 2014 Credit Agreement, a Total Leverage Ratio (as defined in the 2014 Credit Agreement) not exceeding 5.00 to 1.00 during the first eight full fiscal quarters after the Closing Date, and 4.50 to 1.00 thereafter. The 2014 Credit Agreement also includes other covenants, including covenants that, subject to certain exceptions, restrict the ability of the Company and its subsidiaries to (i) incur additional indebtedness, (ii) create, incur, assume or permit to exist any liens, (iii) enter into mergers, consolidations or similar transactions, (iv) make investments and acquisitions, (v) make certain dispositions of assets, (vi) make dividends, distributions and prepayments of certain indebtedness, and (vii) enter into certain transactions with affiliates. | ||
In connection with obtaining the term loan facility and revolving credit facility pursuant to the 2014 Credit Agreement, the Company incurred approximately $10.4 million in debt issuance costs as of April 1, 2014. The debt issuance costs were comprised of approximately $9.7 million in underwriting fees and approximately $700,000 primarily related to legal fees associated with the debt issuance. Approximately $10.2 million of the fees associated with the refinancing, along with the unamortized debt issuance cost from the 2012 Credit Agreement are capitalized and amortized as interest expense over the term of the 2014 Credit Agreement using the effective interest method. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Basis of Presentation | ' | |||||||
Basis of Presentation | ||||||||
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Accounting policies are consistent for each operating segment. | ||||||||
Use of Estimates | ' | |||||||
Use of Estimates | ||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | ||||||||
Foreign Currency Translation | ' | |||||||
Foreign Currency Translation | ||||||||
The Company’s functional currency in its foreign locations is the local currency. Assets and liabilities are translated into U.S. dollars as of the balance sheet dates. Revenues, expenses, gains and losses are translated at the average exchange rates in effect during each period. Gains and losses resulting from translation are included in accumulated other comprehensive income (loss). Net gains or losses resulting from foreign currency exchange transactions are included in the condensed consolidated statements of operations. There were no material gains or losses from foreign currency exchange transactions for the three months ended March 31, 2014 and 2013. | ||||||||
Accumulated Other Comprehensive Loss | ' | |||||||
Accumulated Other Comprehensive Loss | ||||||||
The components of accumulated other comprehensive loss were as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Foreign currency translation adjustment | $ | (3,744 | ) | $ | (4,003 | ) | ||
Accumulated net unrealized loss on investments, net of tax | (1,349 | ) | (1,527 | ) | ||||
Total accumulated other comprehensive loss | $ | (5,093 | ) | $ | (5,530 | ) | ||
There were no amounts reclassified out of accumulated other comprehensive loss to the condensed consolidated statements of operations for the three months ended March 31, 2014 and 2013. | ||||||||
Net Income Per Share | ' | |||||||
Net Income (Loss) Per Share | ||||||||
Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period on a basic and diluted basis. The Company’s potentially dilutive securities include stock options and restricted stock. Diluted net income (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. | ||||||||
Stock-Based Compensation | ' | |||||||
Stock-Based Compensation | ||||||||
Equity instruments issued in exchange for employee services are accounted for using a fair-value based method and the fair value of such equity instruments is recognized as expense in the condensed consolidated statements of operations. | ||||||||
2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — (CONTINUED) | |||||||
Stock-Based Compensation — (Continued) | ||||||||
Stock-based compensation expense is measured at the grant date of the stock-based awards that vest over set time periods based on their fair values, and is recognized on a straight line basis as expense over the vesting periods of the awards, net of an estimated forfeiture rate. For equity instruments that vest based on performance, the Company assesses the probability of the achievement of the performance conditions at the end of each reporting period, or more frequently based upon the occurrence of events that may change the probability of whether the performance conditions would be met. If the Company's initial estimates of the achievement of the performance conditions change, the related stock-based compensation expense and timing of recognition may fluctuate from period to period based on those estimates. If the performance conditions are not met, no stock-based compensation expense will be recognized, and any previously recognized stock-based compensation expense will be reversed. | ||||||||
In 2012, the Company granted performance-based restricted common stock awards that vest upon the Company's achievement of $90.0 million of cumulative net income before interest, income taxes, depreciation and amortization ("EBITDA") over a period of four consecutive calendar quarters if such performance is achieved by March 31, 2017, subject to certain approvals under the CoStar Group, Inc. 2007 Stock Incentive Plan. As of March 31, 2014, the Company had satisfied all performance and service conditions, and as a result, the restricted common stock granted under these awards vested. The Company recorded approximately $2.2 million and $11.3 million of stock-based compensation expense related to the performance-based restricted common stock for the three months ended March 31, 2014 and 2013, respectively. | ||||||||
Cash flows resulting from excess tax benefits are classified as part of cash flows from operating and financing activities. Excess tax benefits represent tax benefits related to stock-based compensation in excess of the associated deferred tax asset for such equity compensation. | ||||||||
Capitalized Product Development Costs | ' | |||||||
Capitalized Product Development Costs | ||||||||
Product development costs are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized. Costs are capitalized, to the extent that the capitalizable costs do not exceed the realizable value of such costs, until the product is available for general release to customers. The Company defines the establishment of technological feasibility as the completion of all planning, designing, coding and testing activities that are necessary to establish products that meet design specifications including functions, features and technical performance requirements. The Company's capitalized product development costs had a total net book value of approximately $64,000 and $111,000 as of March 31, 2014 and December 31, 2013, respectively. These capitalized product development costs are included in intangible and other assets in the Company’s condensed consolidated balance sheets. Amortization is computed using a straight-line method over the remaining estimated economic life of the product, typically three to five years after the software is ready for its intended use. The Company amortized capitalized product development costs of approximately $47,000 for each of the three months ended March 31, 2014 and 2013. | ||||||||
Debt Issuance Costs | ' | |||||||
Debt Issuance Costs | ||||||||
Costs incurred in connection with the issuance of long-term debt are capitalized and amortized as interest expense over the term of the related debt using the effective interest method. Upon a refinancing, previously capitalized debt issuance costs are expensed and included in loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt. If the Company determines that there has not been a substantial modification of the related debt, any previously capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument using the effective interest method. The Company had capitalized debt issuance costs of approximately $6.3 million and $6.5 million as of March 31, 2014 and December 31, 2013, respectively. The debt issuance costs are associated with the financing commitment received from JPMorgan Chase Bank, N.A. (“J.P. Morgan Bank”) on April 27, 2011 and the subsequent term loan facility and revolving credit facility established under a credit agreement dated February 16, 2012 (the “2012 Credit Agreement”). See Notes 7, 11 and 12 for additional information regarding the financing commitment with J.P. Morgan Bank and the term loan facility and revolving credit facility. The Company amortized debt issuance costs of approximately $710,000 and $747,000 for the three months ended March 31, 2014 and 2013, respectively. | ||||||||
Recent Accounting Pronouncements | ' | |||||||
Recent Accounting Pronouncements | ||||||||
There have been no developments to the Recent Accounting Pronouncements discussion included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, including the expected dates of adoption and estimated effects on the Company’s condensed consolidated financial statements. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Schedule of accumulated other comprehensive loss | ' | |||||||
The components of accumulated other comprehensive loss were as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Foreign currency translation adjustment | $ | (3,744 | ) | $ | (4,003 | ) | ||
Accumulated net unrealized loss on investments, net of tax | (1,349 | ) | (1,527 | ) | ||||
Total accumulated other comprehensive loss | $ | (5,093 | ) | $ | (5,530 | ) | ||
Calculation of basic and diluted net income per share | ' | |||||||
The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share data): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Numerator: | ||||||||
Net income (loss) | $ | 9,740 | $ | (2,410 | ) | |||
Denominator: | ||||||||
Denominator for basic net income (loss) per share — weighted-average outstanding shares | 28,273 | 27,428 | ||||||
Effect of dilutive securities: | ||||||||
Stock options and restricted stock | 567 | — | ||||||
Denominator for diluted net income (loss) per share — weighted-average outstanding shares | 28,840 | 27,428 | ||||||
Net income (loss) per share — basic | $ | 0.34 | $ | (0.09 | ) | |||
Net income (loss) per share — diluted | $ | 0.34 | $ | (0.09 | ) | |||
Stock-based compensation expense for stock options and restricted stock | ' | |||||||
Stock-based compensation expense for stock options and restricted stock issued under equity incentive plans and stock purchases under the ESPP included in the Company’s results of operations were as follows (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Cost of revenues | $ | 1,208 | $ | 1,401 | ||||
Selling and marketing | 1,101 | 1,808 | ||||||
Software development | 1,447 | 2,431 | ||||||
General and administrative | 4,123 | 11,686 | ||||||
Total stock-based compensation | $ | 7,879 | $ | 17,326 | ||||
INVESTMENTS_Tables
INVESTMENTS (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||
Scheduled maturities of investments classified as available-for-sale | ' | |||||||||||||||
Scheduled maturities of investments classified as available-for-sale as of March 31, 2014 are as follows (in thousands): | ||||||||||||||||
Maturity | Fair Value | |||||||||||||||
Due: | ||||||||||||||||
April 1, 2014 — March 31, 2015 | $ | — | ||||||||||||||
April 1, 2015 — March 31, 2019 | 851 | |||||||||||||||
April 1, 2019 — March 31, 2024 | — | |||||||||||||||
After March 31, 2024 | 21,317 | |||||||||||||||
Available-for-sale investments | $ | 22,168 | ||||||||||||||
Schedule of available for sale securities reconciliation | ' | |||||||||||||||
As of March 31, 2014, the amortized cost basis and fair value of investments classified as available-for-sale were as follows (in thousands): | ||||||||||||||||
Amortized | Gross | Gross | Fair | |||||||||||||
Cost | Unrealized | Unrealized | Value | |||||||||||||
Gains | Losses | |||||||||||||||
Auction rate securities | $ | 23,517 | $ | 409 | $ | (1,758 | ) | $ | 22,168 | |||||||
Available-for-sale investments | $ | 23,517 | $ | 409 | $ | (1,758 | ) | $ | 22,168 | |||||||
As of December 31, 2013, the amortized cost basis and fair value of investments classified as available-for-sale were as follows (in thousands): | ||||||||||||||||
Amortized | Gross | Gross | Fair | |||||||||||||
Cost | Unrealized | Unrealized | Value | |||||||||||||
Gains | Losses | |||||||||||||||
Auction rate securities | $ | 23,517 | $ | 411 | $ | (1,938 | ) | $ | 21,990 | |||||||
Available-for-sale investments | $ | 23,517 | $ | 411 | $ | (1,938 | ) | $ | 21,990 | |||||||
Schedule of unrealized loss on investments | ' | |||||||||||||||
The components of the Company’s investments in an unrealized loss position for twelve months or longer were as follows (in thousands): | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Aggregate | Gross | Aggregate | Gross | |||||||||||||
Fair | Unrealized | Fair | Unrealized | |||||||||||||
Value | Losses | Value | Losses | |||||||||||||
Auction rate securities | $ | 21,317 | $ | (1,758 | ) | $ | 21,137 | $ | (1,938 | ) | ||||||
Investments in an unrealized loss position | $ | 21,317 | $ | (1,758 | ) | $ | 21,137 | $ | (1,938 | ) | ||||||
FAIR_VALUE_Tables
FAIR VALUE (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Summary of fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis | ' | |||||||||||||||
The following table represents the Company's fair value hierarchy for its financial assets (cash, cash equivalents and investments) measured at fair value on a recurring basis as of March 31, 2014 (in thousands): | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash | $ | 20,358 | $ | — | $ | — | $ | 20,358 | ||||||||
Money market funds | 263 | — | — | 263 | ||||||||||||
Commercial paper | 202,822 | — | — | 202,822 | ||||||||||||
Auction rate securities | — | — | 22,168 | 22,168 | ||||||||||||
Total assets measured at fair value | $ | 223,443 | $ | — | $ | 22,168 | $ | 245,611 | ||||||||
The following table represents the Company's fair value hierarchy for its financial assets (cash, cash equivalents and investments) and liabilities measured at fair value on a recurring basis as of December 31, 2013 (in thousands): | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash | $ | 134,989 | $ | — | $ | — | $ | 134,989 | ||||||||
Money market funds | 50,593 | — | — | 50,593 | ||||||||||||
Commercial paper | 70,371 | — | — | 70,371 | ||||||||||||
Auction rate securities | — | — | 21,990 | 21,990 | ||||||||||||
Total assets measured at fair value | $ | 255,953 | $ | — | $ | 21,990 | $ | 277,943 | ||||||||
Liabilities: | ||||||||||||||||
Deferred consideration | $ | — | $ | — | $ | 1,344 | $ | 1,344 | ||||||||
Total liabilities measured at fair value | $ | — | $ | — | $ | 1,344 | $ | 1,344 | ||||||||
Summary of changes in the fair value of the company's level 3 assets | ' | |||||||||||||||
The following tables summarize changes in fair value of the Company’s Level 3 assets for the three months ended March 31, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Balance at beginning of period | $ | 21,990 | $ | 21,662 | ||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 178 | 63 | ||||||||||||||
Settlements | — | (50 | ) | |||||||||||||
Balance at end of period | $ | 22,168 | $ | 21,675 | ||||||||||||
4 | FAIR VALUE — (CONTINUED) | |||||||||||||||
The following table summarizes changes in fair value of the Company’s Level 3 assets from December 31, 2007 to March 31, 2014 (in thousands): | ||||||||||||||||
Auction | ||||||||||||||||
Rate | ||||||||||||||||
Securities | ||||||||||||||||
Balance at December 31, 2007 | $ | 53,975 | ||||||||||||||
Increase in unrealized loss included in accumulated other comprehensive loss | (3,710 | ) | ||||||||||||||
Settlements | (20,925 | ) | ||||||||||||||
Balance at December 31, 2008 | 29,340 | |||||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 684 | |||||||||||||||
Settlements | (300 | ) | ||||||||||||||
Balance at December 31, 2009 | 29,724 | |||||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 40 | |||||||||||||||
Settlements | (575 | ) | ||||||||||||||
Balance at December 31, 2010 | 29,189 | |||||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 245 | |||||||||||||||
Settlements | (4,850 | ) | ||||||||||||||
Balance at December 31, 2011 | 24,584 | |||||||||||||||
Auction rate securities upon acquisition | 442 | |||||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 836 | |||||||||||||||
Settlements | (4,200 | ) | ||||||||||||||
Balance at December 31, 2012 | 21,662 | |||||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 378 | |||||||||||||||
Settlements | (50 | ) | ||||||||||||||
Balance at December 31, 2013 | 21,990 | |||||||||||||||
Decrease in unrealized loss included in accumulated other comprehensive loss | 178 | |||||||||||||||
Settlements | — | |||||||||||||||
Balance at March 31, 2014 | $ | 22,168 | ||||||||||||||
Summary of changes in the fair value of the company's level 3 liabilities | ' | |||||||||||||||
The following tables summarize changes in fair value of the Company’s Level 3 liabilities for the three months ended March 31, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Balance at beginning of period | $ | 1,344 | $ | 2,304 | ||||||||||||
Accretion for period | — | 126 | ||||||||||||||
Payments made during period | (1,344 | ) | (1,344 | ) | ||||||||||||
Balance at end of period | $ | — | $ | 1,086 | ||||||||||||
The following table summarizes changes in fair value of the Company’s Level 3 liabilities from December 31, 2012 to March 31, 2014 (in thousands): | ||||||||||||||||
Deferred | ||||||||||||||||
Consideration | ||||||||||||||||
Balance at December 31, 2012 | $ | 2,304 | ||||||||||||||
Accretion for 2013 | 384 | |||||||||||||||
Payments made in 2013 | (1,344 | ) | ||||||||||||||
Balance at December 31, 2013 | 1,344 | |||||||||||||||
Payments made from January 1, 2014 – March 31, 2014 | (1,344 | ) | ||||||||||||||
Balance at March 31, 2014 | $ | — | ||||||||||||||
GOODWILL_Tables
GOODWILL (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Goodwill [Abstract] | ' | |||||||||||
Schedule of Goodwill | ' | |||||||||||
The changes in the carrying amount of goodwill by operating segment consist of the following (in thousands): | ||||||||||||
United States | International | Total | ||||||||||
Goodwill, December 31, 2012 | $ | 692,639 | $ | 25,439 | $ | 718,078 | ||||||
Effect of foreign currency translation | — | 509 | 509 | |||||||||
Goodwill, December 31, 2013 | 692,639 | 25,948 | 718,587 | |||||||||
Effect of foreign currency translation | — | 237 | 237 | |||||||||
Goodwill, March 31, 2014 | $ | 692,639 | $ | 26,185 | $ | 718,824 | ||||||
INTANGIBLES_AND_OTHER_ASSETS_T
INTANGIBLES AND OTHER ASSETS (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Intangibles and Other Assets [Abstract] | ' | |||||||||
Schedule of acquired finite-lived intangible assets by major class | ' | |||||||||
Intangibles and other assets consist of the following (in thousands, except amortization period data): | ||||||||||
March 31, | December 31, | Weighted- | ||||||||
2014 | 2013 | Average | ||||||||
Amortization | ||||||||||
Period (in years) | ||||||||||
Capitalized product development cost | $ | 2,140 | $ | 2,140 | 4 | |||||
Accumulated amortization | (2,076 | ) | (2,029 | ) | ||||||
Capitalized product development cost, net | 64 | 111 | ||||||||
Building photography | 13,804 | 13,743 | 5 | |||||||
Accumulated amortization | (12,154 | ) | (12,005 | ) | ||||||
Building photography, net | 1,650 | 1,738 | ||||||||
Acquired database technology | 77,386 | 77,368 | 5 | |||||||
Accumulated amortization | (43,823 | ) | (41,073 | ) | ||||||
Acquired database technology, net | 33,563 | 36,295 | ||||||||
Acquired customer base | 131,089 | 130,960 | 10 | |||||||
Accumulated amortization | (78,167 | ) | (74,734 | ) | ||||||
Acquired customer base, net | 52,922 | 56,226 | ||||||||
Acquired trade names and other (1) | 57,552 | 59,336 | 7 | |||||||
Accumulated amortization | (8,583 | ) | (9,234 | ) | ||||||
Acquired trade names and other, net | 48,969 | 50,102 | ||||||||
Intangibles and other assets, net | $ | 137,168 | $ | 144,472 | ||||||
(1) The weighted-average amortization period for acquired trade names excludes $48.7 million for acquired trade names recorded in connection with the LoopNet acquisition on April 30, 2012, which amount is not amortized, but is subject to annual impairment tests. |
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Summarized information by operating segment | ' | |||||||
Summarized information by operating segment consists of the following (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Revenues | ||||||||
United States | $ | 113,326 | $ | 99,296 | ||||
International | ||||||||
External customers | 5,750 | 4,737 | ||||||
Intersegment revenue | — | 116 | ||||||
Total international revenue | 5,750 | 4,853 | ||||||
Intersegment eliminations | — | (116 | ) | |||||
Total revenues | $ | 119,076 | $ | 104,033 | ||||
EBITDA | ||||||||
United States | $ | 26,368 | $ | 9,286 | ||||
International | 624 | (1,718 | ) | |||||
Total EBITDA | $ | 26,992 | $ | 7,568 | ||||
Reconciliation of EBITDA to net income (loss) | ' | |||||||
Reconciliation of EBITDA to net income (loss) | ||||||||
EBITDA | $ | 26,992 | $ | 7,568 | ||||
Purchase amortization in cost of revenues | (2,877 | ) | (3,027 | ) | ||||
Purchase amortization in operating expenses | (3,299 | ) | (4,125 | ) | ||||
Depreciation and other amortization | (3,675 | ) | (3,014 | ) | ||||
Interest income | 137 | 104 | ||||||
Interest expense | (1,615 | ) | (1,755 | ) | ||||
Income tax expense, net | (5,923 | ) | 1,839 | |||||
Net income (loss) | $ | 9,740 | $ | (2,410 | ) | |||
Summarized information by operating segment, assets and liabilities | ' | |||||||
Summarized information by operating segment consists of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Property and equipment, net | ||||||||
United States | $ | 53,670 | $ | 53,733 | ||||
International | 3,668 | 3,986 | ||||||
Total property and equipment, net | $ | 57,338 | $ | 57,719 | ||||
Goodwill | ||||||||
United States | $ | 692,639 | $ | 692,639 | ||||
International | 26,185 | 25,948 | ||||||
Total goodwill | $ | 718,824 | $ | 718,587 | ||||
Assets | ||||||||
United States | $ | 1,298,378 | $ | 1,311,292 | ||||
International | 44,163 | 43,464 | ||||||
Total operating segment assets | $ | 1,342,541 | $ | 1,354,756 | ||||
Reconciliation of operating segment assets to total assets | ||||||||
Total operating segment assets | $ | 1,342,541 | $ | 1,354,756 | ||||
Investment in subsidiaries | (18,344 | ) | (18,344 | ) | ||||
Intersegment receivables | (79,401 | ) | (79,430 | ) | ||||
Total assets | $ | 1,244,796 | $ | 1,256,982 | ||||
Liabilities | ||||||||
United States | $ | 310,048 | $ | 324,626 | ||||
International | 80,289 | 79,266 | ||||||
Total operating segment liabilities | $ | 390,337 | $ | 403,892 | ||||
Reconciliation of operating segment liabilities to total liabilities | ||||||||
Total operating segment liabilities | $ | 390,337 | $ | 403,892 | ||||
Intersegment payables | (75,334 | ) | (74,772 | ) | ||||
Total liabilities | $ | 315,003 | $ | 329,120 | ||||
ORGANIZATION_Details
ORGANIZATION (Details) | 3 Months Ended |
Mar. 31, 2014 | |
operating_segments | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of business segments (in segments) | 2 |
Term of subscription-based license agreements (in years) | '1 year |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NET INCOME (LOSS) PER SHARE (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Numerator: [Abstract] | ' | ' |
Net income (loss) | $9,740 | ($2,410) |
Denominator: [Abstract] | ' | ' |
Denominator for basic net income (loss) per share - weighted-average outstanding shares (in shares) | 28,273 | 27,428 |
Effect of dilutive securities: [Abstract] | ' | ' |
Stock options and restricted stock | 567 | 0 |
Denominator for diluted net income (loss) per share - weighted-average outstanding shares (in shares) | 28,840 | 27,428 |
Net income (loss) per share - basic (in dollars per share) | $0.34 | ($0.09) |
Net income (loss) per share - diluted (in dollars per share) | $0.34 | ($0.09) |
Antidilutive securities excluded from computation of earnings per share | 88 | 0 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, ACCUMULATED OTHER COMPREHENSIVE LOSS, NET OF TAX (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' |
Material gains or losses from foreign currency transactions | $0 | $0 | ' |
Accumulated Other Comprehensive Loss Net of Tax [Abstract] | ' | ' | ' |
Foreign currency translation adjustment | -3,744,000 | ' | -4,003,000 |
Accumulated net unrealzied loss on investments, net of tax | -1,349,000 | ' | -1,527,000 |
Total accumulated other comprehensive loss | -5,093,000 | ' | -5,530,000 |
Reclassification out of accumulated other comprehensive loss | $0 | $0 | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, STOCK BASED COMPENSATION EXPENSE (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Stock-Based Compensation Expense [Abstract] | ' | ' |
Compensation expense | $7,879,000 | $17,326,000 |
Net cash proceeds from the exercise of stock options and ESPP | 3,001,000 | 6,807,000 |
Excess tax benefits realized from stock option exercised and restricted stock awards vested | 23,429,000 | 7,305,000 |
Exercise of stock options (in shares) | 43,416 | 146,530 |
Cost of Revenues [Member] | ' | ' |
Stock-Based Compensation Expense [Abstract] | ' | ' |
Compensation expense | 1,208,000 | 1,401,000 |
Selling and Marketing [Member] | ' | ' |
Stock-Based Compensation Expense [Abstract] | ' | ' |
Compensation expense | 1,101,000 | 1,808,000 |
Software Development [Member] | ' | ' |
Stock-Based Compensation Expense [Abstract] | ' | ' |
Compensation expense | 1,447,000 | 2,431,000 |
General and Administrative [Member] | ' | ' |
Stock-Based Compensation Expense [Abstract] | ' | ' |
Compensation expense | 4,123,000 | 11,686,000 |
Performance-Based Restricted Common Stock [Member] | ' | ' |
Stock-Based Compensation Expense [Abstract] | ' | ' |
Cumulative EBITDA required for award shares to vest | 90,000,000 | ' |
Number of consecutive quarters to mantain cumulative EBITDA required for award shares to vest | 4 | ' |
Compensation expense | $2,200,000 | $11,300,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CAPITALIZED PRODUCT DEVELOPMENT AND DEBT ISSUANCE COSTS (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Capitalized Product Development Costs [Abstract] | ' | ' | ' |
Finite-lived intangible assets, net | $137,168,000 | ' | $144,472,000 |
Amortization expense of capitalized product development costs | 3,299,000 | 4,125,000 | ' |
Debt Issuance Cost [Abstract] | ' | ' | ' |
Capitalized debt issuance costs | 6,276,000 | ' | 6,542,000 |
Amortization of debt issuance costs | 710,000 | 747,000 | ' |
Minimum [Member] | ' | ' | ' |
Capitalized Product Development Costs [Abstract] | ' | ' | ' |
Finite-lived intangible asset, useful life (in years) | '3 years | ' | ' |
Maximum [Member] | ' | ' | ' |
Capitalized Product Development Costs [Abstract] | ' | ' | ' |
Finite-lived intangible asset, useful life (in years) | '5 years | ' | ' |
Capitalized Product Development Costs [Member] | ' | ' | ' |
Capitalized Product Development Costs [Abstract] | ' | ' | ' |
Finite-lived intangible assets, net | 64,000 | ' | 111,000 |
Amortization expense of capitalized product development costs | $47,000 | $47,000 | ' |
INVESTMENTS_Details
INVESTMENTS (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Available-for-sale securities, gross realized gains | $0 | $0 | ' |
Available-for-sale securities, gross realized losses | 0 | 0 | ' |
Debt Maturities Fair Value [Abstract] | ' | ' | ' |
April 1, 2014 — March 31, 2015 | 0 | ' | ' |
April 1, 2015 — March 31, 2019 | 851,000 | ' | ' |
April 1, 2019 — March 31, 2024 | 0 | ' | ' |
After March 31, 2024 | 21,317,000 | ' | ' |
Fair Value | $22,168,000 | ' | $21,990,000 |
INVESTMENTS_AVAILABLEFORSALE_S
INVESTMENTS, AVAILABLE-FOR-SALE SECURITIES (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses | $0 | $0 |
Available-for-sale Securities Reconciliation [Abstract] | ' | ' |
Amortized Cost | 23,517 | 23,517 |
Gross Unrealized Gains | 409 | 411 |
Gross Unrealized Losses | -1,758 | -1,938 |
Fair Value | 22,168 | 21,990 |
Available-for-sale securities, unrealized loss positions | ' | ' |
Aggregate Fair Value | 21,317 | 21,137 |
Auction Rate Securities [Member] | ' | ' |
Available-for-sale Securities Reconciliation [Abstract] | ' | ' |
Amortized Cost | 23,517 | 23,517 |
Gross Unrealized Gains | 409 | 411 |
Gross Unrealized Losses | -1,758 | -1,938 |
Fair Value | 22,168 | 21,990 |
Available-for-sale securities, unrealized loss positions | ' | ' |
Aggregate Fair Value | $21,317 | $21,137 |
FAIR_VALUE_Details
FAIR VALUE (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 28, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 28, 2013 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Auction Rate Securities [Member] | Auction Rate Securities [Member] | Auction Rate Securities [Member] | Auction Rate Securities [Member] | Auction Rate Securities [Member] | Auction Rate Securities [Member] | Auction Rate Securities [Member] | LandsofAmerica [Member] | LandsofAmerica [Member] | LandsofAmerica [Member] | Reaction Web [Member] | Reaction Web [Member] | Reaction Web [Member] | ||||
Cash [Member] | Cash [Member] | Money Market Funds [Member] | Money Market Funds [Member] | Commercial Paper [Member] | Commercial Paper [Member] | Auction Rate Securities [Member] | Auction Rate Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||||||||||
Cash [Member] | Cash [Member] | Money Market Funds [Member] | Money Market Funds [Member] | Commercial Paper [Member] | Commercial Paper [Member] | Auction Rate Securities [Member] | Auction Rate Securities [Member] | Cash [Member] | Cash [Member] | Money Market Funds [Member] | Money Market Funds [Member] | Commercial Paper [Member] | Commercial Paper [Member] | Auction Rate Securities [Member] | Auction Rate Securities [Member] | Cash [Member] | Cash [Member] | Money Market Funds [Member] | Money Market Funds [Member] | Commercial Paper [Member] | Commercial Paper [Member] | Auction Rate Securities [Member] | Auction Rate Securities [Member] | |||||||||||||||||||||||||||||||||
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total assets measured at fair value | ' | ' | ' | $245,611,000 | $277,943,000 | $20,358,000 | $134,989,000 | $263,000 | $50,593,000 | $202,822,000 | $70,371,000 | $22,168,000 | $21,990,000 | $223,443,000 | $255,953,000 | $20,358,000 | $134,989,000 | $263,000 | $50,593,000 | $202,822,000 | $70,371,000 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $22,168,000 | $21,990,000 | $0 | $0 | $0 | $0 | $0 | $0 | $22,168,000 | $21,990,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unobservable inputs assets (level 3) [Roll forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | 21,990,000 | 21,662,000 | 21,662,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,990,000 | 21,662,000 | 24,584,000 | 29,189,000 | 29,724,000 | 29,340,000 | 53,975,000 | ' | ' | ' | ' | ' | ' |
Change in unrealized gain (loss) included in accumulated other comprehensive loss | 178,000 | 63,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 178,000 | 378,000 | 836,000 | 245,000 | 40,000 | 684,000 | -3,710,000 | ' | ' | ' | ' | ' | ' |
Settlements | 0 | -50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | -50,000 | -4,200,000 | -4,850,000 | -575,000 | -300,000 | -20,925,000 | ' | ' | ' | ' | ' | ' |
Auction rate securities upon acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 442,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance | 22,168,000 | 21,675,000 | 21,990,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,168,000 | 21,990,000 | 21,662,000 | 24,584,000 | 29,189,000 | 29,724,000 | 29,340,000 | ' | ' | ' | ' | ' | ' |
Auction rate securities variable rate debt instruments interest rate reset period | '28 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The minimum contractual maturities on underlying securities involved in auction rate securities | '20 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value of company held auction rate securities | 24,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate (in percent) | 4.90% | ' | 4.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary impairment of the auction rates security investments | -1,349,000 | ' | -1,527,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred consideration | ' | ' | ' | ' | 1,344,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 1,344,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unobservable inputs liabilities (level 3) [Roll forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | 1,344,000 | 2,304,000 | 2,304,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion | 0 | 126,000 | 384,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments | -1,344,000 | -1,344,000 | -1,344,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance | 0 | 1,086,000 | 1,344,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition deferred consideration potential cash payment (undiscounted) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | 344,000 | ' |
Business acquisition deferred consideration cash payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | ' | $1,000,000 | $344,000 | ' | $344,000 |
GOODWILL_Details
GOODWILL (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Goodwill [Roll Forward] | ' | ' |
Goodwill, beginning balance | $718,587 | $718,078 |
Effect of foreign currency translation | 237 | 509 |
Goodwill, ending balance | 718,824 | 718,587 |
United States [Member] | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Goodwill, beginning balance | 692,639 | 692,639 |
Effect of foreign currency translation | 0 | 0 |
Goodwill, ending balance | 692,639 | 692,639 |
International [Member] | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Goodwill, beginning balance | 25,948 | 25,439 |
Effect of foreign currency translation | 237 | 509 |
Goodwill, ending balance | $26,185 | $25,948 |
INTANGIBLES_AND_OTHER_ASSETS_D
INTANGIBLES AND OTHER ASSETS (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 30, 2012 |
Capitalized Product Development Costs [Member] | Capitalized Product Development Costs [Member] | Building Photography [Member] | Building Photography [Member] | Acquired Database Technology [Member] | Acquired Database Technology [Member] | Acquired Customer Base [Member] | Acquired Customer Base [Member] | Acquired Trade Names and Other [Member] | Acquired Trade Names and Other [Member] | LoopNet [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, purchase price allocation, intangible assets not amortizable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $48,700 |
Finite-lived intangible assets, gross | ' | ' | ' | 2,140 | 2,140 | 13,804 | 13,743 | 77,386 | 77,368 | 131,089 | 130,960 | 57,552 | 59,336 | ' |
Finite-lived intangible assets, accumulated amortization | ' | ' | ' | -2,076 | -2,029 | -12,154 | -12,005 | -43,823 | -41,073 | -78,167 | -74,734 | -8,583 | -9,234 | ' |
Finite-lived intangible assets, net | 137,168 | ' | 144,472 | 64 | 111 | 1,650 | 1,738 | 33,563 | 36,295 | 52,922 | 56,226 | 48,969 | 50,102 | ' |
Weighted-average amortization period (in years} | ' | ' | ' | '4 years | ' | '5 years | ' | '5 years | ' | '10 years | ' | '7 years | ' | ' |
Impairment of intangible assets, finite-lived | $1,053 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LONGTERM_DEBT_LONGTERM_DEBT_De
LONG-TERM DEBT LONG-TERM DEBT (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Feb. 16, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2012 | Apr. 01, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Feb. 16, 2012 | Feb. 16, 2012 | Feb. 16, 2012 | Feb. 16, 2012 | Apr. 30, 2012 | Feb. 16, 2012 | Feb. 16, 2012 | Feb. 16, 2012 | Feb. 16, 2012 | Feb. 16, 2012 | Feb. 16, 2012 |
Revolving Credit Facility [Member] | New Term Loan [Member] | New Term Loan [Member] | LoopNet [Member] | CoStar Group [Member] | CoStar Group [Member] | CoStar Group [Member] | CoStar Group [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | LIBOR [Member] | Federal Funds Rate [Member] | |||||||
LoopNet [Member] | LoopNet [Member] | LoopNet [Member] | LoopNet [Member] | CoStar Group [Member] | CoStar Group [Member] | |||||||||||||||
Committed Term Loan [Member] | Revolving Credit Facility [Member] | New Term Loan [Member] | New Term Loan [Member] | Swingline Loan [Member] | Letter of Credit [Member] | |||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000 | $175,000 | ' | ' | ' | ' | ' | ' | ' |
Term of loan (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, amount outstanding | ' | ' | ' | ' | 150,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | 175,000 | ' | ' | ' | ' | ' | ' |
Revolving credit sub-facility for swing-line loans and issuances of letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 10,000 | ' | ' |
Annual amortization, first year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization, second year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization, third year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization, fourth year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization, fifth year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on federal funds rate (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 0.50% |
LIBOR maturity period (in months) | '1 month | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, basis spread on variable rate, one month interest period (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' |
Debt instrument, basis spread on variable rate, per annum (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' |
Default interest rate per annum on overdue amounts (in percent) | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, collateral | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The obligations under the 2012 Credit Agreement are guaranteed by all material subsidiaries of the Company and secured by a lien on substantially all of the assets of the Company and its material subsidiaries, in each case subject to certain exceptions. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum debt service coverage ratio for two quarters after closing (in percent) | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum total leverage ratio for fifth through eighth quarters after closing date (in percent) | 275.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum total leverage ratio after eight fiscal quarters (in percent) | 250.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
First Excess Cash Flow Repayment, Percentage (in percent) | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
First Excess Cash Flow Repayment Requirement (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300.00% | ' | ' | ' | ' | ' |
Second Excess Cash Flow Repayment, Percentage (in percent) | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Second Excess Cash Flow Repayment Requirement (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250.00% | 300.00% | ' | ' | ' | ' |
Third Excess Cash Flow Repayment, Percentage (in percent) | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Third Excess Cash Flow Repayment Requirement (in percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250.00% | ' | ' | ' | ' |
Excess Cash Flow Payment Maturity Period Within Issuance of Financial Statements | '10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized Debt Issuance Expense | ' | ' | ' | 11,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance underwriting fees | ' | ' | ' | 9,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal fees associated with the debt issuance | ' | ' | ' | 2,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense, debt | ' | ' | ' | ' | ' | ' | ' | 1,615 | 1,755 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt issuance costs | ' | 710 | 747 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest paid | ' | $905 | $1,371 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Effective income tax rate (in percent) | 38.00% | 43.00% |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||
Nov. 25, 2013 | 31-May-11 | Mar. 31, 2014 | Feb. 16, 2012 | Feb. 16, 2012 | Mar. 31, 2014 | Nov. 05, 2013 | Mar. 31, 2014 | |
class_action_lawsuits | current_litigation_matters | New Term Loan [Member] | Revolving Credit Facility [Member] | Civix [Member] | Civix [Member] | LoopNet Stockholders [Member] | ||
CoStar Group [Member] | CoStar Group [Member] | |||||||
LoopNet [Member] | LoopNet [Member] | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument borrowing capacity | ' | ' | ' | $175,000,000 | $50,000,000 | ' | ' | ' |
Term of loan (in years) | ' | ' | ' | '5 years | '5 years | ' | ' | ' |
Class action lawsuits brought by alleged LoopNet stockholders (in lawsuits) | ' | 3 | ' | ' | ' | ' | ' | ' |
Loss contingency accrual | ' | ' | ' | ' | ' | 1,200,000 | 600,000 | 200,000 |
Loss contingency, value of damages sought | 3,700,000 | ' | ' | ' | ' | ' | ' | ' |
Loss contingency in excess of amount accrued | ' | ' | ' | ' | ' | $2,500,000 | ' | ' |
Minimum number of current litigation matters | ' | ' | 1 | ' | ' | ' | ' | ' |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
operating_segments | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Number of business segments (in segments) | 2 | ' | ' | ' |
Summarized information by operating segment [Abstract] | ' | ' | ' | ' |
Revenues | $119,076,000 | $104,033,000 | ' | ' |
Property and equipment, net | 57,338,000 | ' | 57,719,000 | ' |
Goodwill | 718,824,000 | ' | 718,587,000 | 718,078,000 |
Reconciliation of EBITDA to net income (loss) [Abstract] | ' | ' | ' | ' |
EBITDA | 26,992,000 | 7,568,000 | ' | ' |
Purchase amortization in cost of revenues | -2,877,000 | -3,027,000 | ' | ' |
Purchase amortization in operating expenses | -3,299,000 | -4,125,000 | ' | ' |
Depreciation and other amortization | -3,675,000 | -3,014,000 | ' | ' |
Interest income | 137,000 | 104,000 | ' | ' |
Interest expense | -1,615,000 | -1,755,000 | ' | ' |
Income tax expense, net | -5,923,000 | 1,839,000 | ' | ' |
Net income (loss) | 9,740,000 | -2,410,000 | ' | ' |
Reconciliation of operating segment assets to total assets [Abstract] | ' | ' | ' | ' |
Total operating segment assets | 1,342,541,000 | ' | 1,354,756,000 | ' |
Investment in subsidiaries | -18,344,000 | ' | -18,344,000 | ' |
Intersegment receivables | -79,401,000 | ' | -79,430,000 | ' |
Total assets | 1,244,796,000 | ' | 1,256,982,000 | ' |
Reconciliation of operating segment liabilities to total liabilities [Abstract] | ' | ' | ' | ' |
Total operating segment liabilities | 390,337,000 | ' | 403,892,000 | ' |
Intersegment payables | -75,334,000 | ' | -74,772,000 | ' |
Total liabilities | 315,003,000 | ' | 329,120,000 | ' |
United States [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
U.S. corporate allocation | 400,000 | 0 | ' | ' |
Summarized information by operating segment [Abstract] | ' | ' | ' | ' |
Revenues | 113,326,000 | 99,296,000 | ' | ' |
Property and equipment, net | 53,670,000 | ' | 53,733,000 | ' |
Goodwill | 692,639,000 | ' | 692,639,000 | 692,639,000 |
Reconciliation of EBITDA to net income (loss) [Abstract] | ' | ' | ' | ' |
EBITDA | 26,368,000 | 9,286,000 | ' | ' |
Reconciliation of operating segment assets to total assets [Abstract] | ' | ' | ' | ' |
Total operating segment assets | 1,298,378,000 | ' | 1,311,292,000 | ' |
Reconciliation of operating segment liabilities to total liabilities [Abstract] | ' | ' | ' | ' |
Total operating segment liabilities | 310,048,000 | ' | 324,626,000 | ' |
International [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
International corporate allocation | 100,000 | 100,000 | ' | ' |
Summarized information by operating segment [Abstract] | ' | ' | ' | ' |
Revenues | 5,750,000 | 4,853,000 | ' | ' |
Property and equipment, net | 3,668,000 | ' | 3,986,000 | ' |
Goodwill | 26,185,000 | ' | 25,948,000 | 25,439,000 |
Reconciliation of EBITDA to net income (loss) [Abstract] | ' | ' | ' | ' |
EBITDA | 624,000 | -1,718,000 | ' | ' |
Reconciliation of operating segment assets to total assets [Abstract] | ' | ' | ' | ' |
Total operating segment assets | 44,163,000 | ' | 43,464,000 | ' |
Reconciliation of operating segment liabilities to total liabilities [Abstract] | ' | ' | ' | ' |
Total operating segment liabilities | 80,289,000 | ' | 79,266,000 | ' |
External Customers [Member] | ' | ' | ' | ' |
Summarized information by operating segment [Abstract] | ' | ' | ' | ' |
Revenues | 5,750,000 | 4,737,000 | ' | ' |
Intersegment Revenue [Member] | ' | ' | ' | ' |
Summarized information by operating segment [Abstract] | ' | ' | ' | ' |
Revenues | 0 | 116,000 | ' | ' |
Intersegment Elimination [Member] | ' | ' | ' | ' |
Summarized information by operating segment [Abstract] | ' | ' | ' | ' |
Revenues | $0 | ($116,000) | ' | ' |
PENDING_ACQUISITION_Details
PENDING ACQUISITION (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | ||||
Mar. 01, 2014 | Mar. 31, 2014 | Mar. 01, 2014 | Mar. 01, 2014 | Feb. 28, 2014 | Mar. 01, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | |
Apartments.com [Member] | New Term Loan [Member] | New Term Loan [Member] | New Revolving Credit Facility [Member] | New Revolving Credit Facility [Member] | Notes Payable to Banks [Member] | |||
Apartments.com [Member] | Apartments.com [Member] | Apartments.com [Member] | Apartments.com [Member] | Apartments.com [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire businesses, gross | $585,000,000 | ' | ' | ' | ' | ' | ' | ' |
Potential termination fee | 17,600,000 | ' | ' | ' | ' | ' | ' | ' |
Debt instrument borrowing capacity | ' | ' | ' | ' | 400,000,000 | ' | 225,000,000 | ' |
Term of loan (in years) | ' | ' | ' | '5 years | ' | '5 years | ' | ' |
Annual amortization, first year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | 5.00% |
Annual amortization, second year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | 5.00% |
Annual amortization, third year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | 5.00% |
Annual amortization, fourth year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | 10.00% |
Annual amortization, fifth year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | 15.00% |
Credit facility, collateral | ' | ' | 'The Company’s obligations under the Credit Facilities will be guaranteed (subject to certain exceptions) on a senior basis by each existing and subsequently acquired or organized direct or indirect wholly-owned restricted subsidiary of the Company (the “Subsidiary Guarantorsâ€) and will be secured (subject to permitted liens and other agreed upon exceptions) on a first priority basis by a security interest in substantially all of the assets of CoStar and the Subsidiary Guarantors and a pledge of 100% (subject to certain exceptions) of the equity interests in each direct restricted subsidiary of Costar and each Subsidiary Guarantor. | ' | ' | ' | ' | ' |
Business combination, acquisition related costs | ' | $1,100,000 | ' | ' | ' | ' | ' | ' |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||||||||
In Thousands, unless otherwise specified | Mar. 01, 2014 | Feb. 16, 2012 | Jun. 30, 2012 | Apr. 01, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 03, 2014 | Apr. 01, 2014 | Mar. 01, 2014 | Apr. 03, 2014 | Apr. 04, 2014 | Apr. 01, 2014 | Mar. 01, 2014 | Feb. 28, 2014 | Apr. 03, 2014 | Apr. 01, 2014 | Mar. 31, 2014 | Mar. 01, 2014 | Feb. 28, 2014 | Apr. 03, 2014 | Apr. 01, 2014 | Feb. 28, 2014 | Apr. 01, 2014 | Feb. 16, 2012 | Apr. 01, 2014 | Feb. 16, 2012 | Apr. 01, 2014 | Feb. 16, 2012 | Apr. 03, 2014 | Feb. 16, 2012 | Apr. 03, 2014 | Apr. 01, 2014 |
Subsequent Event [Member] | Subsequent Event [Member] | Apartments.com [Member] | Apartments.com [Member] | Apartments.com [Member] | Apartments.com [Member] | New Term Loan [Member] | New Term Loan [Member] | New Term Loan [Member] | New Term Loan [Member] | New Revolving Credit Facility [Member] | New Revolving Credit Facility [Member] | New Revolving Credit Facility [Member] | New Revolving Credit Facility [Member] | New Revolving Credit Facility [Member] | Notes Payable to Banks [Member] | CoStar Group [Member] | CoStar Group [Member] | CoStar Group [Member] | CoStar Group [Member] | CoStar Group [Member] | Federal Funds Rate [Member] | Federal Funds Rate [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | |||||||
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Apartments.com [Member] | Apartments.com [Member] | Apartments.com [Member] | Apartments.com [Member] | Apartments.com [Member] | Apartments.com [Member] | Apartments.com [Member] | Apartments.com [Member] | Apartments.com [Member] | Notes Payable to Banks [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Apartments.com [Member] | Swingline Loan [Member] | Swingline Loan [Member] | Letter of Credit [Member] | Letter of Credit [Member] | ||||||||||||||||||||||||
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire businesses, gross | $585,000 | ' | ' | ' | ' | ' | $587,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Post closing purchase price adjustments | ' | ' | ' | ' | ' | ' | 2,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | 400,000 | ' | ' | 225,000 | ' | 225,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of loan (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | '5 years | ' | ' | '5 years | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, amount outstanding | ' | ' | ' | 150,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit sub-facility for swing-line loans and issuances of letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 10,000 | 10,000 | 10,000 | ' | ' | ' | ' | ' |
Annual amortization, first year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization, second year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization, third year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization, fourth year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization, fifth year after closing (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on federal funds rate (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 0.50% | 2.00% | 2.00% | ' |
LIBOR maturity period (in months) | ' | '1 month | ' | ' | ' | ' | '1 month | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, basis spread on variable rate, one month interest period (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | 1.00% |
Debt instrument, basis spread on variable rate, per annum (in percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | 1.00% |
Default interest rate per annum on overdue amounts (in percent) | ' | 2.00% | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, collateral | ' | ' | ' | ' | ' | ' | ' | ' | 'The Company’s obligations under the Credit Facilities will be guaranteed (subject to certain exceptions) on a senior basis by each existing and subsequently acquired or organized direct or indirect wholly-owned restricted subsidiary of the Company (the “Subsidiary Guarantorsâ€) and will be secured (subject to permitted liens and other agreed upon exceptions) on a first priority basis by a security interest in substantially all of the assets of CoStar and the Subsidiary Guarantors and a pledge of 100% (subject to certain exceptions) of the equity interests in each direct restricted subsidiary of Costar and each Subsidiary Guarantor. | 'The obligations under the 2014 Credit Agreement are guaranteed by all material subsidiaries of CoStar and are secured by a lien on substantially all of the assets of CoStar and its material subsidiaries, in each case subject to certain exceptions, pursuant to security and guarantee documents entered into on the Closing Date. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum first lien secured leverage ratio for first eight quarters after closing date (in percent) | ' | ' | ' | ' | ' | ' | ' | 400.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum first lien secured leverage ratio after eight quarters after closing date (in percent) | ' | ' | ' | ' | ' | ' | ' | 350.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum total leverage ratio for first eight quarters after closing date (in percent) | ' | ' | ' | ' | ' | ' | ' | 500.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum total leverage ratio after eight fiscal quarters (in percent) | ' | 250.00% | ' | ' | ' | ' | ' | 450.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance costs | ' | ' | 11,500 | ' | ' | ' | ' | ' | ' | ' | 10,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance underwriting fees | ' | ' | 9,200 | ' | ' | ' | ' | ' | ' | ' | 9,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Issuance Legal Fees | ' | ' | 2,300 | ' | ' | ' | ' | ' | ' | ' | 700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized debt issuance costs | ' | ' | ' | ' | $6,276 | $6,542 | ' | ' | ' | ' | ' | $10,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |