Cover page
Cover page - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 24, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2020 | |
Entity File Number | 0-24531 | |
Entity Registrant Name | COSTAR GROUP, INC. | |
Entity Central Index Key | 0001057352 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-2091509 | |
Entity Address, Address Line One | 1331 L Street, NW | |
Entity Address, City or Town | Washington, | |
Entity Address, State or Province | DC | |
Entity Address, Postal Zip Code | 20005 | |
City Area Code | (202) | |
Local Phone Number | 346-6500 | |
Title of 12(b) Security | Common Stock ($0.01 par value) | |
Trading Symbol | CSGP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,367,098 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 397,159 | $ 343,760 | $ 789,006 | $ 672,185 |
Cost of revenues | 74,040 | 71,918 | 152,949 | 143,071 |
Gross profit | 323,119 | 271,842 | 636,057 | 529,114 |
Operating expenses: | ||||
Selling and marketing (excluding customer base amortization) | 130,461 | 119,075 | 255,568 | 207,169 |
Software development | 39,001 | 28,455 | 80,611 | 56,383 |
General and administrative | 57,403 | 42,337 | 116,276 | 82,413 |
Customer base amortization | 14,935 | 7,175 | 26,419 | 14,857 |
Total operating expenses | 241,800 | 197,042 | 478,874 | 360,822 |
Income from operations | 81,319 | 74,800 | 157,183 | 168,292 |
Interest (expense) income | (3,596) | 4,678 | (1,945) | 8,890 |
Other (expense) income | (474) | 538 | 367 | 539 |
Income before income taxes | 77,249 | 80,016 | 155,605 | 177,721 |
Income tax expense | 16,889 | 16,768 | 22,452 | 29,304 |
Net income | $ 60,360 | $ 63,248 | $ 133,153 | $ 148,417 |
Net income per share-basic (in dollars per share) | $ 1.61 | $ 1.74 | $ 3.60 | $ 4.09 |
Net income per share-diluted (in dollars per share) | $ 1.60 | $ 1.73 | $ 3.57 | $ 4.06 |
Weighted average outstanding shares-basic (in shares) | 37,524 | 36,310 | 36,998 | 36,273 |
Weighted average outstanding shares-diluted (in shares) | 37,734 | 36,627 | 37,256 | 36,597 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 60,360 | $ 63,248 | $ 133,153 | $ 148,417 |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustment | 863 | (767) | (12,086) | (387) |
Unrealized gain on investments | 0 | 0 | 189 | 0 |
Reclassification adjustment for realized loss on investments included in net income | 0 | 0 | 541 | 0 |
Total other comprehensive income (loss) | 863 | (767) | (11,356) | (387) |
Total comprehensive income | $ 61,223 | $ 62,481 | $ 121,797 | $ 148,030 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 3,548,405 | $ 1,070,731 |
Accounts receivable | 127,030 | 96,788 |
Less: Allowance for credit losses | (13,363) | (4,548) |
Accounts receivable | 113,667 | 92,240 |
Prepaid expenses and other current assets | 28,576 | 36,194 |
Total current assets | 3,690,648 | 1,199,165 |
Long-term investments | 0 | 10,070 |
Deferred income taxes, net | 4,372 | 5,408 |
Property and equipment, net | 104,316 | 107,529 |
Lease right-of-use assets | 112,641 | 115,084 |
Goodwill | 2,009,117 | 1,882,020 |
Intangible assets, net | 437,550 | 421,196 |
Deferred commission costs, net | 91,712 | 89,374 |
Deposits and other assets | 13,868 | 9,232 |
Income tax receivable | 14,806 | 14,908 |
Total assets | 6,479,030 | 3,853,986 |
Current liabilities: | ||
Accounts payable | 26,864 | 7,640 |
Accrued wages and commissions | 56,748 | 53,087 |
Accrued expenses | 45,726 | 38,680 |
Income taxes payable | 22,764 | 10,705 |
Lease liabilities | 30,905 | 29,670 |
Deferred revenue | 80,358 | 67,274 |
Total current liabilities | 263,365 | 207,056 |
Long-term debt | 745,000 | 0 |
Deferred income taxes, net | 93,934 | 87,096 |
Income taxes payable | 20,738 | 20,521 |
Lease and other long-term liabilities | 131,672 | 133,720 |
Total liabilities | 1,254,709 | 448,393 |
Total stockholders' equity | 5,224,321 | 3,405,593 |
Total liabilities and stockholders’ equity | $ 6,479,030 | $ 3,853,986 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock [Member] | Common Stock [Member]Cumulative Effect, Period of Adoption, Adjusted Balance | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Loss [Member] | Accumulated Other Comprehensive Loss [Member]Cumulative Effect, Period of Adoption, Adjusted Balance | Retained Earnings [Member] | Retained Earnings [Member]Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings [Member]Cumulative Effect, Period of Adoption, Adjusted Balance |
Balance (in shares) at Dec. 31, 2018 | 36,446 | |||||||||||
Beginning Balance at Dec. 31, 2018 | $ 3,021,942 | $ 12,057 | $ 3,033,999 | $ 364 | $ 364 | $ 2,419,812 | $ 2,419,812 | $ (11,688) | $ (11,688) | $ 613,454 | $ 12,057 | $ 625,511 |
Net income | 85,169 | 85,169 | ||||||||||
Other comprehensive income (loss) | 380 | 380 | ||||||||||
Exercise of stock options (in shares) | 79 | |||||||||||
Exercise of stock options | 10,638 | $ 1 | 10,637 | |||||||||
Restricted stock grants (in shares) | 132 | |||||||||||
Restricted stock grants | 0 | $ 1 | (1) | |||||||||
Restricted stock grants surrendered (in shares) | (43) | |||||||||||
Restricted stock grants surrendered | (18,679) | (18,679) | ||||||||||
Stock-based compensation expense | 12,034 | 12,034 | ||||||||||
Management stock purchase plan | 3,491 | 3,491 | ||||||||||
Employee stock purchase plan (in shares) | 4 | |||||||||||
Employee stock purchase plan | 1,582 | 1,582 | ||||||||||
Balance (in shares) at Mar. 31, 2019 | 36,618 | |||||||||||
Ending Balance at Mar. 31, 2019 | 3,128,614 | $ 366 | 2,428,876 | (11,308) | 710,680 | |||||||
Balance (in shares) at Dec. 31, 2018 | 36,446 | |||||||||||
Beginning Balance at Dec. 31, 2018 | 3,021,942 | $ 12,057 | $ 3,033,999 | $ 364 | $ 364 | 2,419,812 | $ 2,419,812 | (11,688) | $ (11,688) | 613,454 | $ 12,057 | $ 625,511 |
Net income | 148,417 | |||||||||||
Other comprehensive income (loss) | (387) | |||||||||||
Balance (in shares) at Jun. 30, 2019 | 36,624 | |||||||||||
Ending Balance at Jun. 30, 2019 | 3,204,071 | $ 366 | 2,441,852 | (12,075) | 773,928 | |||||||
Balance (in shares) at Mar. 31, 2019 | 36,618 | |||||||||||
Beginning Balance at Mar. 31, 2019 | 3,128,614 | $ 366 | 2,428,876 | (11,308) | 710,680 | |||||||
Net income | 63,248 | 63,248 | ||||||||||
Other comprehensive income (loss) | (767) | (767) | ||||||||||
Exercise of stock options (in shares) | 15 | |||||||||||
Exercise of stock options | 3,001 | 3,001 | ||||||||||
Restricted stock grants (in shares) | 4 | |||||||||||
Restricted stock grants | 0 | |||||||||||
Restricted stock grants surrendered (in shares) | (17) | |||||||||||
Restricted stock grants surrendered | (5,546) | (5,546) | ||||||||||
Stock-based compensation expense | 13,706 | 13,706 | ||||||||||
Employee stock purchase plan (in shares) | 4 | |||||||||||
Employee stock purchase plan | 1,815 | 1,815 | ||||||||||
Balance (in shares) at Jun. 30, 2019 | 36,624 | |||||||||||
Ending Balance at Jun. 30, 2019 | 3,204,071 | $ 366 | 2,441,852 | (12,075) | 773,928 | |||||||
Balance (in shares) at Dec. 31, 2019 | 36,668 | |||||||||||
Beginning Balance at Dec. 31, 2019 | 3,405,593 | $ 366 | 2,473,338 | (8,585) | 940,474 | |||||||
Net income | 72,793 | 72,793 | ||||||||||
Other comprehensive income (loss) | (12,219) | (12,219) | ||||||||||
Exercise of stock options (in shares) | 41 | |||||||||||
Exercise of stock options | 9,233 | $ 1 | 9,232 | |||||||||
Restricted stock grants (in shares) | 83 | |||||||||||
Restricted stock grants | 0 | $ 1 | (1) | |||||||||
Restricted stock grants surrendered (in shares) | (56) | |||||||||||
Restricted stock grants surrendered | (30,145) | $ (1) | (30,144) | |||||||||
Stock-based compensation expense | 15,006 | 15,006 | ||||||||||
Employee stock purchase plan (in shares) | 4 | |||||||||||
Employee stock purchase plan | 2,550 | 2,550 | ||||||||||
Balance (in shares) at Mar. 31, 2020 | 36,740 | |||||||||||
Ending Balance at Mar. 31, 2020 | 3,462,811 | $ 367 | 2,469,981 | (20,804) | 1,013,267 | |||||||
Balance (in shares) at Dec. 31, 2019 | 36,668 | |||||||||||
Beginning Balance at Dec. 31, 2019 | 3,405,593 | $ 366 | 2,473,338 | (8,585) | 940,474 | |||||||
Net income | 133,153 | |||||||||||
Other comprehensive income (loss) | (11,356) | |||||||||||
Balance (in shares) at Jun. 30, 2020 | 39,383 | |||||||||||
Ending Balance at Jun. 30, 2020 | 5,224,321 | $ 393 | 4,170,242 | (19,941) | 1,073,627 | |||||||
Balance (in shares) at Mar. 31, 2020 | 36,740 | |||||||||||
Beginning Balance at Mar. 31, 2020 | 3,462,811 | $ 367 | 2,469,981 | (20,804) | 1,013,267 | |||||||
Net income | 60,360 | 60,360 | ||||||||||
Other comprehensive income (loss) | 863 | 863 | ||||||||||
Exercise of stock options (in shares) | 11 | |||||||||||
Exercise of stock options | 2,924 | 2,924 | ||||||||||
Restricted stock grants (in shares) | 11 | |||||||||||
Restricted stock grants | 0 | 0 | ||||||||||
Restricted stock grants surrendered (in shares) | (17) | |||||||||||
Restricted stock grants surrendered | (3,509) | (3,509) | ||||||||||
Stock-based compensation expense | 8,609 | 8,609 | ||||||||||
Employee stock purchase plan (in shares) | 4 | |||||||||||
Employee stock purchase plan | 2,292 | 2,292 | ||||||||||
Stock issued for equity offering (in shares) | 2,634 | |||||||||||
Stock issued for equity offering, net of transaction costs | 1,689,971 | $ 26 | 1,689,945 | |||||||||
Balance (in shares) at Jun. 30, 2020 | 39,383 | |||||||||||
Ending Balance at Jun. 30, 2020 | $ 5,224,321 | $ 393 | $ 4,170,242 | $ (19,941) | $ 1,073,627 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities: | ||
Net income | $ 133,153 | $ 148,417 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 52,235 | 38,413 |
Amortization of deferred commissions costs | 29,662 | 25,550 |
Amortization of debt issuance costs | 508 | 438 |
Realized loss on investments | 541 | 0 |
Non-cash lease expense | 12,400 | 10,859 |
Stock-based compensation expense | 24,053 | 25,845 |
Deferred income taxes, net | 3,569 | 6,359 |
Credit loss expense | 15,688 | 5,224 |
Foreign currency, net | (789) | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (37,364) | (10,898) |
Income taxes payable | 12,328 | (5,577) |
Prepaid expenses and other current assets | 4,371 | 1,751 |
Deferred commissions | (32,122) | (33,397) |
Other assets | (6,757) | 236 |
Accounts payable and other liabilities | 37,793 | 22,691 |
Lease liabilities | (14,126) | (12,977) |
Deferred revenue | 13,503 | 10,633 |
Net cash provided by operating activities | 248,646 | 233,567 |
Investing activities: | ||
Proceeds from sale and settlement of investments | 10,259 | 0 |
Purchases of property and equipment and other assets | (12,782) | (14,387) |
Cash paid for acquisitions, net of cash acquired | 184,502 | 13,721 |
Net cash used in investing activities | (187,025) | (28,108) |
Financing activities: | ||
Proceeds from long-term debt | 745,000 | 0 |
Repurchase of restricted stock to satisfy tax withholding obligations | (33,653) | (24,225) |
Proceeds from equity offering, net of transaction costs | 1,690,148 | 0 |
Proceeds from exercise of stock options and employee stock purchase plan | 16,513 | 16,695 |
Other financing activities | (1,650) | (123) |
Net cash provided by (used in) financing activities | 2,416,358 | (7,653) |
Effect of foreign currency exchange rates on cash and cash equivalents | (305) | (410) |
Net increase in cash, cash equivalents and restricted cash | 2,477,674 | 197,396 |
Cash, cash equivalents and restricted cash at the beginning of period | 1,070,731 | 1,100,416 |
Cash, cash equivalents and restricted cash at the end of period | 3,548,405 | 1,297,812 |
Supplemental cash flow disclosures: | ||
Interest paid | 5,194 | 1,007 |
Income taxes paid | 6,558 | 28,484 |
Supplemental non-cash investing and financing activities: | ||
Consideration owed for acquisitions | $ 0 | $ 1,650 |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION CoStar Group, Inc. (the “Company” or “CoStar”) provides information, analytics, online marketplace and auction services to the commercial real estate and related business community through its comprehensive, proprietary database of commercial real estate information and related tools. The Company provides online marketplaces for commercial real estate, apartment rentals, lands for sale and businesses for sale, 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 at least one year. The Company operates within two operating segments, North America, which includes the United States ("U.S.") and Canada, and International, which primarily includes Europe, Asia-Pacific, and Latin America. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
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, consisting only of a normal recurring nature, necessary to present fairly the Company’s financial position at June 30, 2020 and December 31, 2019, the results of its operations for the three and six months ended June 30, 2020 and 2019, its comprehensive income for the three and six months ended June 30, 2020 and 2019, its changes in stockholders' equity for the three and six months ended June 30, 2020 and 2019, and its cash flows for the six months ended June 30, 2020 and 2019. 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, 2019. 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. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue recognition, allowance for credit losses, the useful lives and recoverability of long-lived and intangible assets, and goodwill, income taxes, accounting for business combinations, stock-based compensation, estimating the Company's incremental borrowing rate for its leases, and contingencies, among others. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses. Actual results could differ from these estimates. Revenue Recognition The Company derives revenues primarily by (i) providing access to its proprietary database of commercial real estate information and (ii) providing online marketplaces for professional property management companies, property owners, brokers and landlords, in each case typically through a fixed monthly fee for its subscription-based services. The Company's subscription-based services consist primarily of information, analytics and online marketplace services offered over the Internet to commercial real estate industry and related professionals. Subscription contract rates are based on the number of sites, number of users, organization size, the client’s business focus, geography, the number and types of services to which a client subscribes, the number of properties a client advertises and the prominence and placement of a client's advertised properties in the search results. The Company’s subscription-based license agreements typically renew automatically, and a majority have a term of at least one year. The Company also provides (i) market research, portfolio and debt analysis, management and reporting capabilities, (ii) real estate and lease management solutions, including lease administration and abstraction services, to commercial customers, real estate investors, and lenders via the Company’s other service offerings, (iii) benchmarking and analytics for the hospitality industry through STR, LLC (formerly known as STR, Inc.) and STR Global, Ltd. (together with STR, LLC, referred to as “STR”) and (iv) an online auction platform for commercial real estate through Ten-X Holding Company, Inc. which was acquired in June 2020. See Note 5 for details of the acquisition. The Company analyzes contracts to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers, (ii) identification of distinct performance obligations in the contract, (iii) determination of contract transaction price, (iv) allocation of contract transaction price to the performance obligations, and (v) determination of revenue recognition based on timing of satisfaction of the performance obligation(s). The Company recognizes revenues upon the satisfaction of its performance obligation(s) (upon transfer of control of promised services to its customers) in an amount that reflects the consideration to which it expects to be entitled to in exchange for those services. Revenues from subscription-based services are recognized on a straight-line basis over the term of the agreement. In limited circumstances, the Company's contracts with customers include promises to transfer multiple services, such as contracts for its subscription-based services and professional services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct, which involves the determination of the standalone selling price for each distinct performance obligation. Deferred revenue results from amounts billed in advance to customers or cash received from customers in advance of the Company's fulfillment of its performance obligation(s) and is recognized as those obligations are satisfied. Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from revenue recognition timing. Certain sales commissions are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions incurred for obtaining new contracts are deferred and then amortized as selling and marketing expenses on a straight-line basis over a period of benefit that the Company has determined to be three years. The three-year amortization period was determined based on several factors, including the nature of the technology and proprietary data underlying the services being purchased, customer contract renewal rates and industry competition. Certain commission costs are not capitalized as they do not represent incremental costs of obtaining a contract. See Note 3 for further discussion of the Company's revenue recognition. Cost of Revenues Cost of revenues principally consists of salaries, benefits, bonuses and stock-based compensation expenses and other indirect costs for the Company's researchers who collect and analyze the commercial real estate data that is the basis for the Company's information, analytics and online marketplaces and for employees that support these products. Additionally, cost of revenues includes the cost of data from third-party data sources, credit card and other transaction fees relating to processing customer transactions, which are expensed as incurred, and the amortization of acquired trade names, technology and other intangible assets. Advertising Costs The Company expenses advertising costs as incurred. Advertising costs include digital marketing, television, company-sponsored events, print and other media advertising. Advertising costs were approximately $70 million and $53 million for the three months ended June 30, 2020 and 2019, respectively, and $123 million and $86 million for the six months ended June 30, 2020 and 2019, respectively. Foreign Currency The Company’s reporting currency is the U.S. dollar. The functional currency for the majority of its operations is the local currency, with the exception of certain international locations of STR for which the functional currency is the British Pound. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars using the exchange rates in effect as of the balance sheet date. Gains and losses resulting from translation are included in accumulated other comprehensive loss. Currency g ains and losses on the translation of intercompany loans made to foreign subsidiaries that are of a long-term investment nature are also included in accumulated other comprehensive loss. Gains and losses resulting from transactions denominated in a currency other than the functional currency of the entity are included in other (expense) income in the condensed consolidated statements of operations using the average exchange rates in effect during the period. The Company recognized net foreign currency losses of $0.5 million and gains of $0.5 million for the three months ended June 30, 2020 and 2019, respectively, and net foreign currency gains of $0.9 million and $0.5 million for the six months ended June 30, 2020 and 2019, respectively, which are included in other (expense) income on the condensed consolidated statements of operations. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss were as follows (in thousands): June 30, December 31, Foreign currency translation adjustment $ (19,941) $ (7,855) Net unrealized loss on investments, net of tax — (730) Total accumulated other comprehensive loss $ (19,941) $ (8,585) During the six months ended June 30, 2020, the Company sold its long-term variable debt instruments with an auction reset feature, referred to as auction rate securities ("ARS") and reclassified out of accumulated other comprehensive loss a realized loss of $0.5 million to earnings which is included in other (expense) income in the condensed consolidated statements of operations. There were no amounts reclassified out of accumulated other comprehensive loss to the condensed consolidated statements of operations for the three and six months ended June 30, 2019 . See Note 6 for additional information regarding investments. Income Taxes Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and the basis reported in the Company’s condensed consolidated financial statements. Deferred tax liabilities and assets are determined based on the difference between the financial statement and the tax basis of assets and liabilities using enacted rates in effect during the year in which the Company expects differences to reverse. Valuation allowances are provided against assets, including net operating losses, if the Company determines it is more likely than not that some portion or all of an asset may not be realized. Interest and penalties related to income tax matters are recognized in income tax expense. See Note 11 for additional information regarding income taxes. Net Income Per Share Net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period on a basic and diluted basis. The following table sets forth the calculation of basic and diluted net income per share (in thousands, except per share data): Three Months Ended Six Months Ended Numerator: 2020 2019 2020 2019 Net income $ 60,360 $ 63,248 $ 133,153 $ 148,417 Denominator: Denominator for basic net income per share — weighted-average outstanding shares 37,524 36,310 36,998 36,273 Effect of dilutive securities: Stock options, restricted stock awards and restricted stock units 210 317 258 324 Denominator for diluted net income per share — weighted-average outstanding shares 37,734 36,627 37,256 36,597 Net income per share — basic $ 1.61 $ 1.74 $ 3.60 $ 4.09 Net income per share — diluted $ 1.60 $ 1.73 $ 3.57 $ 4.06 The Company’s potentially dilutive securities include outstanding stock options and unvested stock-based awards which include restricted stock awards that vest over a specific service period, restricted stock awards with a performance and a market condition, restricted stock units and awards of matching restricted stock units ("Matching RSUs") awarded under the Company's Management Stock Purchase Plan. Shares underlying unvested restricted stock awards that vest based on performance and market conditions that have not been achieved as of the end of the period are not included in the computation of basic or diluted net income per share. Diluted net income per share considers the impact of potentially dilutive securities except when the inclusion of the potentially dilutive securities would have an anti-dilutive effect. The following table summarizes the shares underlying the unvested performance-based restricted stock and anti-dilutive securities excluded from the basic and diluted earnings per share calculations (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Performance-based restricted stock awards 79 90 79 90 Anti-dilutive securities 70 99 83 120 Stock-Based Compensation Equity instruments issued in exchange for services performed by officers, employees, and directors of the Company are accounted for using a fair-value based method and the fair value of such equity instruments is recognized as expense in the consolidated statements of operations. For stock-based awards that vest over a specific service period, compensation expense is measured based on the fair value of the awards at the grant date, and is recognized on a straight-line basis over the vesting period of the awards, net of an estimated forfeiture rate. For equity instruments that vest based on achievement of a performance condition, stock-based compensation expense is recognized based on the expected achievement of the related performance conditions at the end of each reporting period over the vesting period of the awards. If the Company's initial estimates of the achievement of the performance conditions change, the related stock-based compensation expense and timing 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. For awards with both a performance and a market condition, the Company estimates the fair value of each equity instrument granted on the date of grant using a Monte-Carlo simulation model. This pricing model uses multiple simulations to evaluate the probability of achieving the market condition to calculate the fair value of the awards. Stock-based compensation expense for stock options, restricted stock awards and restricted stock units issued under equity incentive plans, stock purchases under the Employee Stock Purchase Plan, Deferred Stock Units (“DSUs”) and Matching RSUs awarded under the Company's Management Stock Purchase Plan included in the Company’s results of operations were as follows (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Cost of revenues $ 2,530 $ 2,560 $ 5,002 $ 4,618 Selling and marketing (excluding customer base amortization) 1,770 1,765 3,794 3,404 Software development 2,287 2,339 4,815 4,395 General and administrative 2,940 7,152 11,096 13,428 Total stock-based compensation expense (1) $ 9,527 $ 13,816 $ 24,707 $ 25,845 __________________________ (1) Includes $0.7 million of expense related to the cash settlement of stock options in connection with the acquisition of Ten-X Holding Company, Inc. See Note 5 for details of the acquisition. Allowance for Credit Losses On January 1, 2020, the Company adopted Accounting Standards Updates ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ; ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses ; ASU 2019-04, Codification Improvements to Financial Instruments - Credit Losses (Topic 326) ; ASU 2019-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrument ; ASU 2019-11, Codification Improvements to Financial Instruments - Credit Losses (Topic 326) and ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) , later codified as Accounting Standards Codification ("ASC") 326 ("ASC 326"), using the modified retrospective transition approach. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on February 26, 2020, for further details of the Company’s policy prior to the adoption of ASC 326. As of January 1, 2020, the Company maintained an allowance for credit losses to cover its current expected credit losses ("CECL") on its trade receivables and contract assets arising from the failure of customers to make contractual payments. The Company estimates credit losses expected over the life of its trade receivables and contract assets based on historical information combined with current conditions that may affect a customer’s ability to pay and reasonable and supportable forecasts. While the Company uses various credit quality metrics, it primarily monitors collectability by reviewing the duration of collection pursuits on its delinquent trade receivables. Based on the Company’s experience, the customer's delinquency status is the strongest indicator of the credit quality of the underlying trade receivables, which is analyzed monthly. In most instances, the Company’s policy is to write-off trade receivables when they are deemed uncollectible. A majority of the Company's trade receivables are less than 365 days. Under the CECL impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on four portfolio segments. The determination of portfolio segments is based primarily on the qualitative consideration of the nature of the Company’s business operations and the characteristics of the underlying trade receivables, as follows: • CoStar Suite Portfolio Segment - The CoStar Suite portfolio segment consists of two classes of trade receivables based on geographical location: CoStar Suite, North America and CoStar Suite, International. • Information Services Portfolio Segment - The information services portfolio segment consists of four classes of trade receivables: Real Estate Manager; information services, North America; STR, US; and STR, International. • Multifamily Portfolio Segment - The multifamily portfolio segment consists of one class of trade receivables. • Commercial Property and Land Portfolio Segment - The commercial property and land portfolio segment consists of two classes of trade receivables: LoopNet and other commercial property and land online marketplaces. See Note 4 for further discussion of the Company’s accounting for allowance for credit losses. Leases The determination of whether an arrangement contains a lease and the classification of a lease, if applicable, is made at lease commencement, at which time the Company also measures and recognizes a right-of-use ("ROU") asset, representing the Company’s right to use the underlying asset, and a lease liability, representing the Company’s obligation to make lease payments under the terms of the arrangement. For the purposes of recognizing ROU assets and lease liabilities associated with the Company’s leases, the Company has elected the practical expedient to not recognize a ROU asset or lease liability for short-term leases, which are leases with a term of twelve months or less. The lease term is defined as the noncancelable portion of the lease term, plus any periods covered by an option to extend the lease if it is reasonably certain that that the option will be exercised. In determining the amount of lease payments used in measuring ROU assets and lease liabilities, the Company has elected the practical expedient not to separate non-lease components from lease components for all classes of underlying assets. Consideration deemed part of the lease payments used to measure ROU assets and lease liabilities generally includes fixed payments and variable payments based on either an index or a rate, offset by lease incentives. The ROU asset also includes any lease prepayments. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The rates implicit within the Company's leases are generally not determinable. Therefore, the Company's incremental borrowing rate is used to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment and is determined at lease commencement, or as of January 1, 2019 for operating leases in existence upon adoption of ASC 842. The incremental borrowing rate is subsequently reassessed upon a modification to the lease arrangement. Lease costs related to the Company's operating leases are generally recognized as a single ratable lease cost over the lease term. See Note 7 for further discussion of the Company’s accounting for leases. Long-Lived Assets, Intangible Assets and Goodwill Long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Goodwill is tested annually for impairment by each reporting unit on October 1 of each year or more frequently if an event or other circumstance indicates that we may not recover the carrying value of the asset. The Company may first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount or elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or the Company elects to bypass such assessment, the Company then determines the fair value of each reporting unit. The fair value of each reporting unit is compared to the carrying amount of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference. Debt Issuance Costs Costs incurred in connection with the issuance of long-term debt are deferred and amortized as interest expense over the term of the related debt using the effective interest method for term debt and on a straight-line basis for revolving debt. The Company made a policy election to classify deferred issuance costs on the revolving credit facility as a long-term asset on its condensed consolidated balance sheets. Upon a refinancing or amendment, 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. See Note 10 for additional information regarding the Company's revolving credit facility. See Note 15 for information regarding the Company's 2020 Credit Agreement and Senior Notes issuance. Business Combinations The Company allocates the purchase consideration related to business combinations to the identifiable tangible and intangible assets acquired, and liabilities assumed based on their estimated fair values. The purchase consideration is determined based on the fair value of the assets transferred, liabilities incurred and equity interests issued, after considering any transactions that are separate from the business combination. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, acquired technology and acquired trade names and other intangible assets, useful lives, royalty rates and discount rates. Any adjustments to provisional amounts that are identified during the measurement period are recorded in the reporting period in which the adjustment amounts are determined. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether the Company includes these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, determine their estimated fair value. If the Company cannot reasonably determine the fair value of a pre-acquisition contingency (non-income tax related) by the end of the measurement period, which is generally the case given the nature of such matters, the Company will recognize an asset or a liability for such pre-acquisition contingency if: (i) it is probable that an asset existed or a liability had been assumed at the acquisition date and (ii) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in the Company's estimates of such contingencies will affect earnings and could have a material effect on its results of operations and financial position. In addition, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company reevaluates these items based upon facts and circumstances that existed as of the acquisition date with any adjustments to its preliminary estimates being recorded to goodwill, provided that the Company is within the measurement period. Subsequent to the measurement period, changes to these uncertain tax positions and tax related valuation allowances will affect the Company's provision for income taxes in its condensed consolidated statements of operations and comprehensive income and could have a material impact on its results of operations and financial position. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements On January 1, 2020, the Company adopted ASU 2019-12, Simplifying the Accounting for Income Taxes , on a prospective basis. The amounts related to the reclassification of franchise taxes from income from operations to income tax expense for the three and six months ended June 30, 2020 did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. On January 1, 2020, the Company adopted ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , on a prospective basis. ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to defer and recognize as an asset. The adoption did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. On January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , using the modified retrospective method. This accounting standard replaced the prior incurred loss accounting model with a current expected credit loss approach. As of January 1, 2020, no cumulative transition adjustment was recorded to the beginning balance of retained earnings, as the adoption did not result in a higher allowance for credit losses under the CECL impairment model. The adoption did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted On March 12, 2020, the Financial Accounting Standards Board issued ASU 2020-04, Reference Rate Reform (“ASC 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASC 848 contains optional expedients and exceptions for applying GAAP to debt, contracts, hedging relationships, and other transactions affected by reference rate reform. The provisions of ASC 848 must be applied to all contracts that are accounted for under a Topic, Subtopic or Industry Subtopic for all transactions other than derivatives, which may be applied at a hedging relationship level. This guidance is effective for fiscal years beginning after January 1, 2021, including interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on its financial statements and related disclosures. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregated Revenue The Company provides information, analytics and online marketplaces to the commercial real estate industry and related professionals. The revenues by operating segment and type of service consist of the following (in thousands): Three Months Ended June 30, 2020 2019 North America International Total North America International Total Information and analytics CoStar Suite $ 157,793 $ 7,260 $ 165,053 $ 145,910 $ 6,915 $ 152,825 Information services 25,022 5,514 30,536 18,659 2,118 20,777 Online marketplaces Multifamily 145,541 — 145,541 120,488 — 120,488 Commercial property and land 56,006 23 56,029 49,505 165 49,670 Total revenues $ 384,362 $ 12,797 $ 397,159 $ 334,562 $ 9,198 $ 343,760 Six Months Ended June 30, 2020 2019 North America International Total North America International Total Information and analytics CoStar Suite $ 315,128 $ 14,881 $ 330,009 $ 286,883 $ 13,643 $ 300,526 Information services 50,712 12,206 62,918 35,250 4,377 39,627 Online marketplaces Multifamily 283,001 — 283,001 234,756 — 234,756 Commercial property and land 112,968 110 113,078 96,910 366 97,276 Total revenues $ 761,809 $ 27,197 $ 789,006 $ 653,799 $ 18,386 $ 672,185 Deferred Revenue Changes in deferred revenue for the period were as follows (in thousands): Balance at December 31, 2019 $ 70,620 Revenue recognized in the current period from the amounts in the beginning balance (52,125) New deferrals, net of amounts recognized in the current period 65,628 Effects of foreign currency (773) Balance at June 30, 2020 (1) $ 83,350 __________________________ (1) Deferred revenue is comprised of $80 million of current liabilities and $3 million of noncurrent liabilities classified within lease and other long-term liabilities on the Company’s condensed consolidated balance sheet as of June 30, 2020. Contract Assets The Company had contract assets of $7 million and $4 million as of June 30, 2020 and December 31, 2019, respectively, which are generated when contractual billing schedules differ from revenue recognition timing. Contract assets represent a conditional right to consideration for satisfied performance obligations that becomes a receivable when the conditions are satisfied. Current contract assets are included in prepaid expenses and other current assets, and non-current contract assets are included in deposits and other assets on the Company's condensed consolidated balance sheets. The Company recognized revenue of $2 million and $3 million from contract assets for the three and six months ended June 30, 2020, respectively. Commissions Commissi ons expense is included in selling and marketing expense in the Company's condensed consolidated statements of operations. Commis sions expense activity for the three and six months ended June 30, 2020 and 2019 was as follows (in thousands). The Company determined that no deferred commissions were impaired as of June 30, 2020: Three Months Ended Six Months Ended 2020 2019 2020 2019 Commissions incurred $ 21,174 $ 23,844 $ 43,611 $ 42,395 Commissions capitalized in the current period (15,599) (19,668) (32,122) (33,397) Amortization of deferred commissions costs 14,915 13,143 29,662 25,550 Total commissions expense $ 20,490 $ 17,319 $ 41,151 $ 34,548 Unsatisfied Performance Obligations Remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations was approximately $281 million at June 30, 2020, which the Company expects to recognize over the next five years. This amount does not include contract consideration for contracts with a duration of one year or less. |
ALLOWANCE FOR CREDIT LOSSES
ALLOWANCE FOR CREDIT LOSSES | 6 Months Ended |
Jun. 30, 2020 | |
Credit Loss [Abstract] | |
ALLOWANCE FOR CREDIT LOSSES | ALLOWANCE FOR CREDIT LOSSES The following table details the activity related to the allowance for credit losses for trade receivables by portfolio segment (in thousands): Six Months Ended June 30, 2020 CoStar Suite Information services Multifamily Commercial property and land Total Beginning balance at December 31, 2019 $ 1,264 $ 624 $ 1,195 $ 1,465 $ 4,548 Current-period provision for expected credit losses (1), (2) 7,046 2,975 3,677 1,990 15,688 Write-offs charged against the allowance, net of recoveries and other (3,450) (76) (2,152) (1,195) (6,873) Ending balance at June 30, 2020 $ 4,860 $ 3,523 $ 2,720 $ 2,260 $ 13,363 __________________________ (1) Credit loss expense is included in general and administrative expenses on the condensed consolidated statement of operations. (2) |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Ten-X On June 24, 2020, pursuant to the Agreement and Plan of Merger, dated May 13, 2020, by and among CoStar Realty Information, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“CRI”), Crescendo Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CRI (“Merger Sub”), Ten-X Holding Company, Inc., a Delaware corporation (“Ten-X”), and Thomas H. Lee Equity Fund VII L.P., a Delaware limited partnership, solely in its capacity as representative thereunder, Merger Sub was merged with and into Ten-X (the “Merger”), with Ten-X surviving the Merger as a wholly-owned subsidiary of CRI. In connection with the Merger, the Company acquired all of the issued and outstanding equity interests in Ten-X for a purchase price of $187 million in cash. Ten-X operates an online auction platform for commercial real estate. This acquisition is expected to enable the Company to create a new end-to-end commercial real estate platform, combining LoopNet and our online audience of buyers with Ten-X’s leadership in online auctions for performing and distressed assets. The following table summarizes the amounts recorded for acquired assets and assumed liabilities recorded at their fair values as of the acquisition date (in thousands): Preliminary: Cash and cash equivalents $ 3,290 Accounts receivable 131 Lease right-of-use assets 4,945 Goodwill 135,446 Intangible assets 58,000 Lease liabilities (4,945) Deferred tax liabilities (4,810) Other assets and liabilities (4,697) Fair value of identifiable net assets acquired $ 187,360 The net assets of Ten-X were recorded at their estimated fair values. In valuing the acquired assets and assumed liabilities, fair value estimates were based primarily on future expected cash flows, market rate assumptions for contractual obligations and appropriate discount rates. The purchase price allocation is preliminary, subject to the final determination of net working capital as of the acquisition date, intangibles valuation and the Company's assessment of certain tax matters. The estimated fair value of the customer base assets incorporated significant assumptions that had a material impact on the estimated fair value, such as discount rates, projected revenue growth rates, customer attrition rates and profit margins. The following table summarizes the fair values (in thousands) of the identifiable intangible assets included in the Company's North America operating segment, their related estimated useful lives (in years) and their respective amortization methods: Estimated Fair Value Estimated Useful Life Amortization Method Customer base $ 46,000 6 Accelerated Technology 11,000 5 Straight-line Other intangible assets 1,000 2 Straight-line Total intangible assets $ 58,000 Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the Ten-X acquisition includes but is not limited to: (i) the expected synergies and other benefits that the Company believes will result from combining its operations with Ten-X's operations; and (ii) any intangible assets that do not qualify for separate recognition, such as the assembled workforce. The $135 million of goodwill recorded as part of the acquisition is associated with the Company's North America operating segment. Goodwill recorded in connection with this acquisition is not amortized, but is subject to an annual impairment test. Goodwill recognized is not deductible for income tax purposes. As of June 30, 2020, transaction costs associated with the Ten-X acquisition were not material. The Company paid $3 million in incentive compensation to Ten-X employees negotiated as part of the acquisition, the expense was recognized in the post-combination period. RentPath On February 11, 2020, RentPath Holdings, Inc. (“RentPath”), certain direct or indirect wholly-owned subsidiaries of RentPath (together with RentPath, the “Sellers”), and, solely for the purposes set forth therein, CSGP Holdings, LLC (“CSGP”), an indirect wholly owned subsidiary of the Company ("Buyer") entered into an asset purchase agreement (the “Asset Purchase Agreement”) dated as of February 12, 2020. Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions set forth therein, CSGP agreed to acquire for $588 million in cash all of the equity interests of RentPath, as reorganized following an internal restructuring of the Sellers (“Reorganized RentPath") pursuant to and under the joint chapter 11 plan of reorganization of the Sellers and certain of their affiliates to be filed in the U.S. Bankruptcy Court for the District of Delaware. Under the terms of the Asset Purchase Agreement, the Company agreed to guarantee the full and timely performance of CSGP’s obligations under the Asset Purchase Agreement. The completion of the transaction is subject to customary conditions, including the expiration or termination of the applicable waiting period under applicable antitrust laws and bankruptcy approvals. On April 29, 2020, the Company and RentPath each received a request for additional information from the U.S. Federal Trade Commission (“FTC”) with respect to the acquisition. The FTC’s additional request extends the waiting period imposed by the Hart-Scott Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) until the parties complete the compliance process and the FTC has had an opportunity to review and engage with the parties on the substance of their submission. Bankruptcy court approval was obtained on June 9, 2020. On July 29, 2020, the Company exercised its option pursuant to the Asset Purchase Agreement to extend the Outside Date under that agreement for an additional three months in exchange for a maximum potential payment of $7.5 million. The Company continues to expect the acquisition to close on or before February 12, 2021. As required by the Asset Purchase Agreement, the Company paid a $59 million break fee into a cash escrow account. In the event the Asset Purchase Agreement is terminated 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 transaction, this amount is not refundable to the Company. As the transaction had not closed as of June 30, 2020, the break fee is recorded as restricted cash within cash, cash equivalents and restricted cash on the Company's condensed consolidated balance sheets. STR, LLC and STR Global Ltd. On Octo ber 22, 2019, the Company acquired all of the issued and outstanding equity interests of STR for a purchase price of $435 million. STR is a global provider of benchmarking and analytics for the hospitality industry. The combination of STR's and CoStar's offerings is expected to allow for the creation of valuable new and improved tools for industry participants. The Company applied the acquisition method to account for the STR transaction, which requires that assets acquired and liabilities assumed be recorded at their fair values as of the acquisition date. The following table summarizes the amounts recorded for acquired assets and assumed liabilities recorded at their fair values as of the acquisition date (in thousands): Preliminary: Measurement Period Adjustments Updated Preliminary: Cash and cash equivalents $ 11,710 $ (90) $ 11,620 Accounts receivable 8,067 8,067 Lease right-of-use assets 7,306 7,306 Goodwill 261,436 432 261,868 Intangible assets 178,000 178,000 Lease liabilities (7,306) (7,306) Deferred revenue (10,966) (10,966) Deferred tax liabilities (7,980) (7,980) Other assets and liabilities (4,815) (4,815) Fair value of identifiable net assets acquired $ 435,452 $ 342 $ 435,794 The net assets of STR were recorded at their estimated fair values. In valuing the acquired assets and assumed liabilities, fair value estimates were based primarily on future expected cash flows, market rate assumptions for contractual obligations and appropriate discount rates. Measurement period adjustments primarily relate to the determination of working capital as of the acquisition date. The purchase price allocation is preliminary, subject to the completion of the Company's assessment of certain tax matters. The customer base assets incorporated significant assumptions that had a material impact on the estimated fair value, such as discount rates, projected revenue growth rates, customer attrition rates and projected profit margins. The following table summarizes the fair values (in thousands) of the identifiable intangible assets included in each of the Company's operating segments, their related estimated useful lives (in years) and their respective amortization methods: North America International Estimated Fair Value Estimated Useful Life Estimated Fair Value Estimated Useful Life Amortization Method Customer base $ 97,000 13 $ 42,000 10 Accelerated Trade name 24,000 15 Straight-line Other intangible assets 10,000 5 5,000 5 Straight-line Total intangible assets $ 131,000 $ 47,000 Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the STR acquisition includes but is not limited to: (i) the expected synergies and other benefits that the Company believes will result from combining its operations with STR's operations; and (ii) any intangible assets that do not qualify for separate recognition, such as the assembled workforce. Goodwill recorded in connection with this acquisition is not amortized, but is subject to an annual impairment test. Of the $262 million of goodwill recorded as part of the acquisition, $159 million and $103 million are associated with the Company's North America and International operating segments, respectively. The goodwill recognized in the North America operating segment is expected to be deductible for income tax purposes in future periods. As part of the STR acquisition, the Company incurred $2 million of transaction costs. Additionally, the Company paid $15 million into a cash escrow account for deferred compensation for certain STR employees, to be paid to active employees after a defined one year period following the acquisition or when earlier terminated by the Company without cause or by the employee for good reason. In the event some or all of those employees are not entitled to their retention bonus, the funds will be remitted to the seller. The Company is recognizing compensation expense for the deferred compensation over the one-year post-combination period. Off Campus Partners, LLC Acquisition On June 12, 2019, the Company acquired Off Campus Partners, LLC ("OCP"), a provider of student housing marketplace content and technology to U.S. universities for $16 million. The purchase agreement required an initial payment of $14 million, net of cash acquired, at the time of closing, with the remainder of the purchase price payable one year following the acquisition date, subject to offset for indemnification claims or adjustments to the purchase price after final determination of closing net working capital. During the three months ended June 30, 2020, the Company paid the remaining purchase price in full. As part of the acquisition, the Company recorded goodwill and intangibles assets of $8 million and $9 million, respectively. The net assets of OCP were recorded at their estimated fair value. Measurement period adjustments recognized in 2019 were not material. Pro Forma Financial Information The unaudited pro forma financial information presented below summarizes the combined results of operations for the Company, STR and Ten-X as though the companies were combined as of January 1, 2018 and January 1, 2019, respectively. The unaudited pro forma financial information for all periods presented includes amortization charges from acquired intangible assets, retention compensation, as referenced above, and the related tax effects, along with certain other accounting effects, but excludes the impacts of any expected operational synergies. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2018 and January 1, 2019, respectively. The unaudited pro forma financial information for the three and six months ended June 30, 2020 and 2019 combine the historical results of the Company, STR and Ten-X for the periods prior to the acquisition date, and the effects of the pro forma adjustments listed above. The unaudited pro forma financial information, in the aggregate, was as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenue $ 406,107 $ 375,999 $ 810,745 $ 725,691 Net income $ 50,373 $ 56,730 $ 120,240 $ 128,270 Net income per share - basic $ 1.34 $ 1.56 $ 3.25 $ 3.53 Net income per share - diluted $ 1.34 $ 1.55 $ 3.22 $ 3.51 |
INVESTMENTS AND FAIR VALUE MEAS
INVESTMENTS AND FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2020 | |
Investments And Fair Value Disclosures [Abstract] | |
INVESTMENTS AND FAIR VALUE MEASUREMENTS | INVESTMENTS AND FAIR VALUE MEASUREMENTS 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. As of June 30, 2020, the Company's financial assets comprise Level 1 cash equivalents with original maturities of three months or less in the amount of $3,252 million. As of June 30, 2020, the Company had no Level 2 or Level 3 financial assets measured at fair value. During the six months ended June 30, 2020, the Company sold its ARS investments for $10.3 million and recognized a realized loss of $0.5 million for the six months ended June 30, 2020 included in other (expense) income on the Company's condensed consolidated statements of operations. The following table represents the Company's investments in marketable securities and fair value measurements by investment category reported as cash equivalents and investments as of December 31, 2019 (in thousands): December 31, 2019 Amortized Gross Gross Fair Level 1 Level 2 Level 3 Cash equivalents $ 576,761 $ — $ — $ 576,761 $ 576,761 $ — $ — Auction rate securities 10,800 — (730) 10,070 — — 10,070 Total cash equivalents and long-term investments $ 587,561 $ — $ (730) $ 586,831 $ 576,761 $ — $ 10,070 The Company’s Level 3 assets consisted of ARS, whose underlying assets were primarily student loan securities supported by guarantees from the Federal Family Education Loan Program of the U.S. Department of Education. As of December 31, 2019, these investments were in an unrealized loss position for a period of twelve months or greater. The unrealized losses were generated primarily from changes in interest rates and ARS that failed to settle at auction due to adverse conditions in the global credit markets. The losses were 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. The Company had no realized gains or losses on its investments during the year ended December 31, 2019. |
INVESTMENTS AND FAIR VALUE MEASUREMENTS | INVESTMENTS AND FAIR VALUE MEASUREMENTS 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. As of June 30, 2020, the Company's financial assets comprise Level 1 cash equivalents with original maturities of three months or less in the amount of $3,252 million. As of June 30, 2020, the Company had no Level 2 or Level 3 financial assets measured at fair value. During the six months ended June 30, 2020, the Company sold its ARS investments for $10.3 million and recognized a realized loss of $0.5 million for the six months ended June 30, 2020 included in other (expense) income on the Company's condensed consolidated statements of operations. The following table represents the Company's investments in marketable securities and fair value measurements by investment category reported as cash equivalents and investments as of December 31, 2019 (in thousands): December 31, 2019 Amortized Gross Gross Fair Level 1 Level 2 Level 3 Cash equivalents $ 576,761 $ — $ — $ 576,761 $ 576,761 $ — $ — Auction rate securities 10,800 — (730) 10,070 — — 10,070 Total cash equivalents and long-term investments $ 587,561 $ — $ (730) $ 586,831 $ 576,761 $ — $ 10,070 The Company’s Level 3 assets consisted of ARS, whose underlying assets were primarily student loan securities supported by guarantees from the Federal Family Education Loan Program of the U.S. Department of Education. As of December 31, 2019, these investments were in an unrealized loss position for a period of twelve months or greater. The unrealized losses were generated primarily from changes in interest rates and ARS that failed to settle at auction due to adverse conditions in the global credit markets. The losses were 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. The Company had no realized gains or losses on its investments during the year ended December 31, 2019. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
LEASES | LEASES The Company has operating leases for its office facilities, data centers and certain vehicles, as well as finance leases for office equipment. The Company's leases have remaining terms of less than one year to nine years. The leases contain various renewal and termination options. The period that is subject to an option to extend the lease is included in the lease term if it is reasonably certain that the option will be exercised. The period that is subject to an option to terminate the lease is included if it is reasonably certain that the option will not be exercised. Lease costs related to the Company's operating leases included in the condensed consolidated statements of operations were as follows (in thousands): Three Months Ended Six Months Ended Operating lease costs: 2020 2019 2020 2019 Cost of revenues $ 2,846 $ 3,152 $ 5,740 $ 6,390 Software development 1,388 1,027 2,784 1,979 Selling and marketing (excluding customer base amortization) 2,550 2,179 5,089 4,370 General and administrative 1,176 950 2,350 1,242 Total operating lease costs $ 7,960 $ 7,308 $ 15,963 $ 13,981 The impact of lease costs related to finance leases and short-term leases was not material for the three and six months ended June 30, 2020. Supplemental balance sheet information related to operating leases was as follows (in thousands): Balance Balance Sheet Location June 30, 2020 December 31, 2019 Long-term lease liabilities Lease and other long-term liabilities $ 112,482 $ 120,153 Weighted-average remaining lease term in years 4.5 5.0 Weighted-average discount rate 3.8 % 4.0 % Balance sheet information related to finance leases was not material as of June 30, 2020 . Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 17,689 $ 15,849 ROU assets obtained in exchange for lease obligations: Operating leases $ 11,124 $ 5,585 Maturities of operating lease liabilities at June 30, 2020 were as follows (in thousands): Remainder of 2020 $ 18,935 2021 34,477 2022 32,930 2023 31,433 2024 25,754 Thereafter 13,041 Total lease payments 156,570 Less imputed interest (13,183) Present value of lease liabilities $ 143,387 |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill [Abstract] | |
GOODWILL | GOODWILL The changes in the carrying amount of goodwill by operating segment consist of the following (in thousands): North America International Total Goodwill, December 31, 2018 $ 1,573,088 $ 38,447 $ 1,611,535 Acquisitions, including measurement period adjustments (1) 165,272 102,532 267,804 Effect of foreign currency translation — 2,681 2,681 Goodwill, December 31, 2019 1,738,360 143,660 1,882,020 Acquisitions, including measurement period adjustments (2) 135,765 113 135,878 Effect of foreign currency translation (8,781) (8,781) Goodwill, June 30, 2020 $ 1,874,125 $ 134,992 $ 2,009,117 __________________________ (1) In connection with the acquisition of Cozy, during 2019 the Company recorded a measurement period adjustment which resulted in a $1 million reduction to the initial amount of goodwill of approximately $53 million. (2) Goodwill for the six months ended June 30, 2020 includes Ten-X goodwill recorded during the three months ended June 30, 2020 and STR measurement period adjustments of $0.3 million and $0.1 million recorded during the three months ended March 31, 2020 to the North America and International reporting segments, respectively. The Company recorded goodwill of approximately $135 million in connection with the June 24, 2020 acquisition of Ten-X, $262 million in connection with the October 22, 2019 acquisition of STR and approximately $8 million in connection with the June 2019 acquisition of OCP. No impairments of the Company's goodwill were recognized during the three and six months ended June 30, 2020 and 2019. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2020 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Intangible assets consist of the following (in thousands, except amortization period data): June 30, December 31, Weighted- Acquired technology and data $ 115,983 $ 105,168 5 Accumulated amortization (93,460) (90,542) Acquired technology and data, net 22,523 14,626 Acquired customer base 529,967 487,532 11 Accumulated amortization (258,703) (233,202) Acquired customer base, net 271,264 254,330 Acquired trade names and other intangible assets 238,804 236,358 12 Accumulated amortization (95,041) (84,118) Acquired trade names and other intangible assets, net 143,763 152,240 Intangible assets, net $ 437,550 $ 421,196 No impairments of the Company's intangible assets were recognized during the three and six months ended June 30, 2020 and 2019. |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT On July 1, 2020, the Company entered into a second amended and restated credit agreement (the "2020 Credit Agreement"), which amended and restated in its entirety the 2017 Credit Agreement. See Note 15 for information regarding the Company's 2020 Credit Agreement and Senior Notes issuance and related debt issuance costs. On October 19, 2017, the Company entered into an amended and restated credit agreement (the "2017 Credit Agreement"), which amended and restated in its entirety the then-existing credit agreement dated April 1, 2014. The 2017 Credit Agreement, through a syndicate of financial institutions as lenders and issuing banks, provided for a $750 million revolving credit facility with a term of five years, of which up to $20 million was available for the issuance of letters of credit. On March 25, 2020, the Company borrowed $745 million under the revolving credit facility. At June 30, 2020, $4.8 million of the revolving credit facility remained available. The Company had an irrevocable standby letter of credit outstanding totaling $0.2 million as of June 30, 2020 and December 31, 2019, which is required to secure its San Francisco office lease. The letter of credit was established in 2014 and automatically renews annually through January 31, 2025. The loans under the 2017 Credit Agreement bore interest, at the Company’s option, of 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 an initial spread of 1.25% per annum, subject to adjustment based on the Company’s First Lien Secured Leverage Ratio (as defined in the 2017 Credit Agreement) or (ii) at the greatest of (x) the prime rate from time to time announced by JPMorgan Chase Bank, N.A., (y) the New York Federal Reserve Bank rate, plus ½ of 1% and (z) LIBOR for a one-month interest period plus 1.00%, plus an initial spread of 0.25% per annum, subject to adjustment based on the Company’s First Lien Secured Leverage Ratio. If any principal or interest on any amount payable by the Borrower under the 2017 Credit Agreement was not paid when due, the applicable interest rate on overdue principal would increase by 2.00% per annum and any other overdue amount would bear interest at rate of 2.00% per annum plus the rate applicable to base rate revolving loans. The obligations under the 2017 Credit Agreement were guaranteed by all material subsidiaries of the Company and were secured by a lien on substantially all of the assets of the Company and its material subsidiaries, in each case subject to certain exceptions, pursuant to security and guarantee agreements. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The income tax provision reflects an effective tax rate of approximately 22% and 21% for the three months ended June 30, 2020 and 2019, respectively, and 14% and 16% for the six months ended June 30, 2020 and 2019, respectively. The decrease in the effective tax rate for the six months ended June 30, 2020 was primarily due to lower income before income taxes for the six months ended June 30, 2020, as well as an increase in excess tax benefits. The increase in the effective tax rate for the three months ended June 30, 2020 was primarily due to lower excess tax benefits for the three months ended June 30, 2020. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The CARES Act did not have a material impact on the Company's condensed consolidated financial statements for the six months ended June 30, 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company leases office facilities under various non-cancelable operating leases. The leases contain various renewal options. See Note 7 for further discussion of the Company's operating lease commitments. 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. 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, at this time management has concluded that the resolutions of these matters are not expected to have a material effect on the Company's consolidated financial position, future results of operations or liquidity. Legal defense costs are expensed as incurred. |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Segment Information The Company manages its business geographically in two operating segments, with the primary areas of measurement and decision-making being North America, which includes the U.S. and Canada, and International, which primarily includes Europe, Asia-Pacific and Latin America. Management relies on an internal management reporting process that provides revenue and operating segment net income before interest expense (income) and other expense (income), loss on debt extinguishment, income taxes, depreciation and amortization (“EBITDA”). 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 EBITDA information by operating segment consists of the following (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 North America $ 112,292 $ 95,001 $ 214,705 $ 210,269 International (2,994) (1,447) (5,287) (3,564) Total EBITDA $ 109,298 $ 93,554 $ 209,418 $ 206,705 The reconciliation of net income to EBITDA consists of the following (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Net income $ 60,360 $ 63,248 $ 133,153 $ 148,417 Amortization of acquired intangible assets in cost of revenues 6,054 5,033 12,059 10,546 Amortization of acquired intangible assets in operating expenses 14,935 7,175 26,419 14,857 Depreciation and other amortization 6,990 6,546 13,757 13,010 Interest expense (income) 3,596 (4,678) 1,945 (8,890) Other expense (income) 474 (538) (367) (539) Income tax expense 16,889 16,768 22,452 29,304 EBITDA $ 109,298 $ 93,554 $ 209,418 $ 206,705 Summarized information by operating segment consists of the following (in thousands): June 30, December 31, Property and equipment, net: North America $ 101,324 $ 103,383 International 2,992 4,146 Total property and equipment, net $ 104,316 $ 107,529 Goodwill: North America $ 1,874,125 $ 1,738,360 International 134,992 143,660 Total goodwill $ 2,009,117 $ 1,882,020 Assets: North America $ 6,260,750 $ 3,615,258 International 218,280 238,728 Total assets $ 6,479,030 $ 3,853,986 Liabilities: North America $ 1,208,740 $ 402,759 International 45,969 45,634 Total liabilities $ 1,254,709 $ 448,393 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Equity Offering On May 28, 2020, the Company completed a public equity offering of 2,633,587 shares of common stock for $655 per share. Net proceeds from the public equity offering were approximately $1.7 billion, after deducting approximately $35.0 million of underwriting fees, commissions and other stock issuance costs. The Company intends to use the net proceeds from the sale of the securities to fund all or a portion of the costs of any strategic acquisitions it pursues in the future, to finance the growth of its business and for working capital and other general corporate purposes. General corporate purposes may include additions to working capital, capital expenditures, repayment of debt, investments in the Company’s subsidiaries, and the repurchase, redemption or retirement of securities, including the Company’s common stock. Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on February 26, 2020, for further details on the Company's Stockholders' Equity. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Senior Notes due 2030 and 2020 Credit Agreement On July 1, 2020, the Company issued $1.0 billion aggregate principal amount of 2.800% Senior Notes due July 15, 2030 (the “Senior Notes”). The Senior Notes were sold to a group of financial institutions as initial purchasers who subsequently resold the Senior Notes to non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act at a purchase price equal to 99.921% of their principal amount. Interest on the Senior Notes is payable semi-annually in arrears beginning on January 15, 2021. The Senior Notes may be redeemed in whole or in part by the Company (a) at any time prior to April 15, 2030 at a redemption price equal to 100% of the principal amount of the Senior Notes, plus the Applicable Premium (as calculated in accordance with the indenture governing the Senior Notes) as of, and any accrued and unpaid interest, if any, on the principal amount of Senior Notes being redeemed to, but excluding, the redemption date, and (b) on or after April 15, 2030 at a redemption price equal to 100% of the principal amount of the Senior Notes, plus any accrued and unpaid interest, if any, on the principal amount of Senior Notes being redeemed to, but excluding, the redemption date. The Company used a portion of the net proceeds from the issuance of the Senior Notes to repay outstanding borrowings under the 2017 Credit Agreement, and intends to use the remaining proceeds to fund all or a portion of the costs of any strategic acquisitions the Company pursues in the future, to finance the growth of the Company's business and for working capital and other general corporate purposes. Other general corporate purposes may include additions to working capital, capital expenditures, repayment of debt, investments in the Company’s subsidiaries and the repurchase, redemption or retirement of securities, including the Company’s common stock. In connection with the issuance of the Senior Notes, the Company incurred approximately $13.2 million in debt issuance costs, $3.2 million of which was accrued as of June 30, 2020 and recorded as deposits and other assets on the Company's condensed consolidated balance sheets. On July 1, 2020, the Company also entered into the 2020 Credit Agreement, which amended, restated and replaced in its entirety the 2017 Credit Agreement. The 2020 Credit Agreement provides for a $750 million revolving credit facility with a term of five years and a letter of credit sublimit of $20 million from a syndicate of financial institutions as lenders and issuing banks. On July 1, 2020, the Company repaid in full the balance on its existing $750 million revolving credit facility under the 2017 Credit Agreement using the proceeds from the issuance of the Senior Notes. Subject to certain conditions, on no more than five occasions, the Company may request increases in the amount of revolving commitments and/or the establishment of term commitments under the 2020 Credit Agreement. Borrowings under the 2020 Credit Agreement will bear interest at a floating rate which can be, at the Company’s option, either (a) an alternate base rate plus an applicable rate ranging from 0.50% to 1.25% or (b) a LIBOR or EURIBOR (with a floor of 0%) for the specified interest period plus an applicable rate ranging from 1.50% to 2.25%, in each case depending on the Company's Total Leverage Ratio (as defined in the 2020 Credit Agreement). LIBOR may not always be available to the Company as a base interest rate for borrowings under the credit facility. The 2020 Credit Agreement is scheduled to mature on July 1, 2025. Funds drawn down on the revolving credit facility pursuant to the 2020 Credit Agreement may be used for working capital and other general corporate purposes of the Company and its restricted subsidiaries. In connection with the 2020 Credit Agreement, the Company incurred approximately $3.2 million in debt issuance costs, $0.5 million of which was accrued as of June 30, 2020 and recorded as deposits and other assets on the Company's condensed consolidated balance sheets. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe 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. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue recognition, allowance for credit losses, the useful lives and recoverability of long-lived and intangible assets, and goodwill, income taxes, accounting for business combinations, stock-based compensation, estimating the Company's incremental borrowing rate for its leases, and contingencies, among others. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses. Actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition The Company derives revenues primarily by (i) providing access to its proprietary database of commercial real estate information and (ii) providing online marketplaces for professional property management companies, property owners, brokers and landlords, in each case typically through a fixed monthly fee for its subscription-based services. The Company's subscription-based services consist primarily of information, analytics and online marketplace services offered over the Internet to commercial real estate industry and related professionals. Subscription contract rates are based on the number of sites, number of users, organization size, the client’s business focus, geography, the number and types of services to which a client subscribes, the number of properties a client advertises and the prominence and placement of a client's advertised properties in the search results. The Company’s subscription-based license agreements typically renew automatically, and a majority have a term of at least one year. The Company also provides (i) market research, portfolio and debt analysis, management and reporting capabilities, (ii) real estate and lease management solutions, including lease administration and abstraction services, to commercial customers, real estate investors, and lenders via the Company’s other service offerings, (iii) benchmarking and analytics for the hospitality industry through STR, LLC (formerly known as STR, Inc.) and STR Global, Ltd. (together with STR, LLC, referred to as “STR”) and (iv) an online auction platform for commercial real estate through Ten-X Holding Company, Inc. which was acquired in June 2020. See Note 5 for details of the acquisition. The Company analyzes contracts to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers, (ii) identification of distinct performance obligations in the contract, (iii) determination of contract transaction price, (iv) allocation of contract transaction price to the performance obligations, and (v) determination of revenue recognition based on timing of satisfaction of the performance obligation(s). The Company recognizes revenues upon the satisfaction of its performance obligation(s) (upon transfer of control of promised services to its customers) in an amount that reflects the consideration to which it expects to be entitled to in exchange for those services. Revenues from subscription-based services are recognized on a straight-line basis over the term of the agreement. In limited circumstances, the Company's contracts with customers include promises to transfer multiple services, such as contracts for its subscription-based services and professional services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct, which involves the determination of the standalone selling price for each distinct performance obligation. Deferred revenue results from amounts billed in advance to customers or cash received from customers in advance of the Company's fulfillment of its performance obligation(s) and is recognized as those obligations are satisfied. Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from revenue recognition timing. Certain sales commissions are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions incurred for obtaining new contracts are deferred and then amortized as selling and marketing expenses on a straight-line basis over a period of benefit that the Company has determined to be three years. The three-year amortization period was determined based on several factors, including the nature of the technology and proprietary data underlying the services being purchased, customer contract renewal rates and industry competition. Certain commission costs are not capitalized as they do not represent incremental costs of obtaining a contract. See Note 3 for further discussion of the Company's revenue recognition. |
Cost of Revenues | Cost of Revenues Cost of revenues principally consists of salaries, benefits, bonuses and stock-based compensation expenses and other indirect costs for the Company's researchers who collect and analyze the commercial real estate data that is the basis for the Company's information, analytics and online marketplaces and for employees that support these products. Additionally, cost of revenues includes the cost of data from third-party data sources, credit card and other transaction fees relating to processing customer transactions, which are expensed as incurred, and the amortization of acquired trade names, technology and other intangible assets. |
Advertising Costs | Advertising CostsThe Company expenses advertising costs as incurred. Advertising costs include digital marketing, television, company-sponsored events, print and other media advertising. |
Foreign Currency | Foreign Currency The Company’s reporting currency is the U.S. dollar. The functional currency for the majority of its operations is the local currency, with the exception of certain international locations of STR for which the functional currency is the British Pound. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars using the exchange rates in effect as of the balance sheet date. Gains and losses resulting from translation are included in accumulated other comprehensive loss. Currency g ains and losses on the translation of intercompany loans made to foreign subsidiaries that are of a long-term investment nature are also included |
Income Taxes | Income Taxes Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and the basis reported in the Company’s condensed consolidated financial statements. Deferred tax liabilities and assets are determined based on the difference between the financial statement and the tax basis of assets and liabilities using enacted rates in effect during the year in which the Company expects differences to reverse. Valuation allowances are provided against assets, including net operating losses, if the Company determines it is more likely than not that some portion or all of an asset may not be realized. Interest and penalties related to income tax matters are recognized in income tax expense. |
Net Income Per Share | Net Income Per Share Net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period on a basic and diluted basis. |
Stock-Based Compensation | Stock-Based Compensation Equity instruments issued in exchange for services performed by officers, employees, and directors of the Company are accounted for using a fair-value based method and the fair value of such equity instruments is recognized as expense in the consolidated statements of operations. For stock-based awards that vest over a specific service period, compensation expense is measured based on the fair value of the awards at the grant date, and is recognized on a straight-line basis over the vesting period of the awards, net of an estimated forfeiture rate. For equity instruments that vest based on achievement of a performance condition, stock-based compensation expense is recognized based on the expected achievement of the related performance conditions at the end of each reporting period over the vesting period of the awards. If the Company's initial estimates of the achievement of the performance conditions change, the related stock-based compensation expense and timing 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. For awards with both a performance and a market condition, the Company estimates the fair value of each equity instrument granted on the date of grant using a Monte-Carlo simulation model. This pricing model uses multiple simulations to evaluate the probability of achieving the market condition to calculate the fair value of the awards. |
Allowance for Credit Losses | Allowance for Credit Losses On January 1, 2020, the Company adopted Accounting Standards Updates ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ; ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses ; ASU 2019-04, Codification Improvements to Financial Instruments - Credit Losses (Topic 326) ; ASU 2019-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrument ; ASU 2019-11, Codification Improvements to Financial Instruments - Credit Losses (Topic 326) and ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) , later codified as Accounting Standards Codification ("ASC") 326 ("ASC 326"), using the modified retrospective transition approach. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on February 26, 2020, for further details of the Company’s policy prior to the adoption of ASC 326. As of January 1, 2020, the Company maintained an allowance for credit losses to cover its current expected credit losses ("CECL") on its trade receivables and contract assets arising from the failure of customers to make contractual payments. The Company estimates credit losses expected over the life of its trade receivables and contract assets based on historical information combined with current conditions that may affect a customer’s ability to pay and reasonable and supportable forecasts. While the Company uses various credit quality metrics, it primarily monitors collectability by reviewing the duration of collection pursuits on its delinquent trade receivables. Based on the Company’s experience, the customer's delinquency status is the strongest indicator of the credit quality of the underlying trade receivables, which is analyzed monthly. In most instances, the Company’s policy is to write-off trade receivables when they are deemed uncollectible. A majority of the Company's trade receivables are less than 365 days. Under the CECL impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on four portfolio segments. The determination of portfolio segments is based primarily on the qualitative consideration of the nature of the Company’s business operations and the characteristics of the underlying trade receivables, as follows: • CoStar Suite Portfolio Segment - The CoStar Suite portfolio segment consists of two classes of trade receivables based on geographical location: CoStar Suite, North America and CoStar Suite, International. • Information Services Portfolio Segment - The information services portfolio segment consists of four classes of trade receivables: Real Estate Manager; information services, North America; STR, US; and STR, International. • Multifamily Portfolio Segment - The multifamily portfolio segment consists of one class of trade receivables. • Commercial Property and Land Portfolio Segment - The commercial property and land portfolio segment consists of two classes of trade receivables: LoopNet and other commercial property and land online marketplaces. |
Leases | Leases The determination of whether an arrangement contains a lease and the classification of a lease, if applicable, is made at lease commencement, at which time the Company also measures and recognizes a right-of-use ("ROU") asset, representing the Company’s right to use the underlying asset, and a lease liability, representing the Company’s obligation to make lease payments under the terms of the arrangement. For the purposes of recognizing ROU assets and lease liabilities associated with the Company’s leases, the Company has elected the practical expedient to not recognize a ROU asset or lease liability for short-term leases, which are leases with a term of twelve months or less. The lease term is defined as the noncancelable portion of the lease term, plus any periods covered by an option to extend the lease if it is reasonably certain that that the option will be exercised. In determining the amount of lease payments used in measuring ROU assets and lease liabilities, the Company has elected the practical expedient not to separate non-lease components from lease components for all classes of underlying assets. Consideration deemed part of the lease payments used to measure ROU assets and lease liabilities generally includes fixed payments and variable payments based on either an index or a rate, offset by lease incentives. The ROU asset also includes any lease prepayments. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The rates implicit within the Company's leases are generally not determinable. Therefore, the Company's incremental borrowing rate is used to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment and is determined at lease commencement, or as of January 1, 2019 for operating leases in existence upon adoption of ASC 842. The incremental borrowing rate is subsequently reassessed upon a modification to the lease arrangement. |
Long-Lived Assets, Intangible Assets | Long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Goodwill | Goodwill is tested annually for impairment by each reporting unit on October 1 of each year or more frequently if an event or other circumstance indicates that we may not recover the carrying value of the asset. The Company may first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount or elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or the Company elects to bypass such assessment, the Company then determines the fair value of each reporting unit. The fair value of each reporting unit is compared to the carrying amount of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference. |
Debt Issuance Costs | Debt Issuance CostsCosts incurred in connection with the issuance of long-term debt are deferred and amortized as interest expense over the term of the related debt using the effective interest method for term debt and on a straight-line basis for revolving debt. The Company made a policy election to classify deferred issuance costs on the revolving credit facility as a long-term asset on its condensed consolidated balance sheets. Upon a refinancing or amendment, 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. |
Business Combinations | Business Combinations The Company allocates the purchase consideration related to business combinations to the identifiable tangible and intangible assets acquired, and liabilities assumed based on their estimated fair values. The purchase consideration is determined based on the fair value of the assets transferred, liabilities incurred and equity interests issued, after considering any transactions that are separate from the business combination. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, acquired technology and acquired trade names and other intangible assets, useful lives, royalty rates and discount rates. Any adjustments to provisional amounts that are identified during the measurement period are recorded in the reporting period in which the adjustment amounts are determined. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether the Company includes these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, determine their estimated fair value. If the Company cannot reasonably determine the fair value of a pre-acquisition contingency (non-income tax related) by the end of the measurement period, which is generally the case given the nature of such matters, the Company will recognize an asset or a liability for such pre-acquisition contingency if: (i) it is probable that an asset existed or a liability had been assumed at the acquisition date and (ii) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in the Company's estimates of such contingencies will affect earnings and could have a material effect on its results of operations and financial position. In addition, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company reevaluates these items based upon facts and circumstances that existed as of the acquisition date with any adjustments to its preliminary estimates being recorded to goodwill, provided that the Company is within the measurement period. Subsequent to the measurement period, changes to these uncertain tax positions and tax related valuation allowances will affect the Company's provision for income taxes in its condensed consolidated statements of operations and comprehensive income and could have a material impact on its results of operations and financial position. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements On January 1, 2020, the Company adopted ASU 2019-12, Simplifying the Accounting for Income Taxes , on a prospective basis. The amounts related to the reclassification of franchise taxes from income from operations to income tax expense for the three and six months ended June 30, 2020 did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. On January 1, 2020, the Company adopted ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , on a prospective basis. ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to defer and recognize as an asset. The adoption did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. On January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , using the modified retrospective method. This accounting standard replaced the prior incurred loss accounting model with a current expected credit loss approach. As of January 1, 2020, no cumulative transition adjustment was recorded to the beginning balance of retained earnings, as the adoption did not result in a higher allowance for credit losses under the CECL impairment model. The adoption did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted On March 12, 2020, the Financial Accounting Standards Board issued ASU 2020-04, Reference Rate Reform (“ASC 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASC 848 contains optional expedients and exceptions for applying GAAP to debt, contracts, hedging relationships, and other transactions affected by reference rate reform. The provisions of ASC 848 must be applied to all contracts that are accounted for under a Topic, Subtopic or Industry Subtopic for all transactions other than derivatives, which may be applied at a hedging relationship level. This guidance is effective for fiscal years beginning after January 1, 2021, including interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on its financial statements and related disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of accumulated other comprehensive loss | The components of accumulated other comprehensive loss were as follows (in thousands): June 30, December 31, Foreign currency translation adjustment $ (19,941) $ (7,855) Net unrealized loss on investments, net of tax — (730) Total accumulated other comprehensive loss $ (19,941) $ (8,585) |
Calculation of basic and diluted net income (loss) per share | The following table sets forth the calculation of basic and diluted net income per share (in thousands, except per share data): Three Months Ended Six Months Ended Numerator: 2020 2019 2020 2019 Net income $ 60,360 $ 63,248 $ 133,153 $ 148,417 Denominator: Denominator for basic net income per share — weighted-average outstanding shares 37,524 36,310 36,998 36,273 Effect of dilutive securities: Stock options, restricted stock awards and restricted stock units 210 317 258 324 Denominator for diluted net income per share — weighted-average outstanding shares 37,734 36,627 37,256 36,597 Net income per share — basic $ 1.61 $ 1.74 $ 3.60 $ 4.09 Net income per share — diluted $ 1.60 $ 1.73 $ 3.57 $ 4.06 |
Schedule of anti-dilutive securities excluded from computation of earnings per share | The following table summarizes the shares underlying the unvested performance-based restricted stock and anti-dilutive securities excluded from the basic and diluted earnings per share calculations (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Performance-based restricted stock awards 79 90 79 90 Anti-dilutive securities 70 99 83 120 |
Stock-based compensation expense for stock options and restricted stock | Stock-based compensation expense for stock options, restricted stock awards and restricted stock units issued under equity incentive plans, stock purchases under the Employee Stock Purchase Plan, Deferred Stock Units (“DSUs”) and Matching RSUs awarded under the Company's Management Stock Purchase Plan included in the Company’s results of operations were as follows (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Cost of revenues $ 2,530 $ 2,560 $ 5,002 $ 4,618 Selling and marketing (excluding customer base amortization) 1,770 1,765 3,794 3,404 Software development 2,287 2,339 4,815 4,395 General and administrative 2,940 7,152 11,096 13,428 Total stock-based compensation expense (1) $ 9,527 $ 13,816 $ 24,707 $ 25,845 __________________________ (1) Includes $0.7 million of expense related to the cash settlement of stock options in connection with the acquisition of Ten-X Holding Company, Inc. See Note 5 for details of the acquisition. |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The revenues by operating segment and type of service consist of the following (in thousands): Three Months Ended June 30, 2020 2019 North America International Total North America International Total Information and analytics CoStar Suite $ 157,793 $ 7,260 $ 165,053 $ 145,910 $ 6,915 $ 152,825 Information services 25,022 5,514 30,536 18,659 2,118 20,777 Online marketplaces Multifamily 145,541 — 145,541 120,488 — 120,488 Commercial property and land 56,006 23 56,029 49,505 165 49,670 Total revenues $ 384,362 $ 12,797 $ 397,159 $ 334,562 $ 9,198 $ 343,760 Six Months Ended June 30, 2020 2019 North America International Total North America International Total Information and analytics CoStar Suite $ 315,128 $ 14,881 $ 330,009 $ 286,883 $ 13,643 $ 300,526 Information services 50,712 12,206 62,918 35,250 4,377 39,627 Online marketplaces Multifamily 283,001 — 283,001 234,756 — 234,756 Commercial property and land 112,968 110 113,078 96,910 366 97,276 Total revenues $ 761,809 $ 27,197 $ 789,006 $ 653,799 $ 18,386 $ 672,185 |
Contract with Customer, Asset and Liability | Changes in deferred revenue for the period were as follows (in thousands): Balance at December 31, 2019 $ 70,620 Revenue recognized in the current period from the amounts in the beginning balance (52,125) New deferrals, net of amounts recognized in the current period 65,628 Effects of foreign currency (773) Balance at June 30, 2020 (1) $ 83,350 __________________________ (1) Deferred revenue is comprised of $80 million of current liabilities and $3 million of noncurrent liabilities classified within lease and other long-term liabilities on the Company’s condensed consolidated balance sheet as of June 30, 2020. |
Schedule of Commissions Expense | Commis sions expense activity for the three and six months ended June 30, 2020 and 2019 was as follows (in thousands). The Company determined that no deferred commissions were impaired as of June 30, 2020: Three Months Ended Six Months Ended 2020 2019 2020 2019 Commissions incurred $ 21,174 $ 23,844 $ 43,611 $ 42,395 Commissions capitalized in the current period (15,599) (19,668) (32,122) (33,397) Amortization of deferred commissions costs 14,915 13,143 29,662 25,550 Total commissions expense $ 20,490 $ 17,319 $ 41,151 $ 34,548 |
ALLOWANCE FOR CREDIT LOSSES (Ta
ALLOWANCE FOR CREDIT LOSSES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Credit Loss [Abstract] | |
Financing Receivable, Allowance for Credit Loss | The following table details the activity related to the allowance for credit losses for trade receivables by portfolio segment (in thousands): Six Months Ended June 30, 2020 CoStar Suite Information services Multifamily Commercial property and land Total Beginning balance at December 31, 2019 $ 1,264 $ 624 $ 1,195 $ 1,465 $ 4,548 Current-period provision for expected credit losses (1), (2) 7,046 2,975 3,677 1,990 15,688 Write-offs charged against the allowance, net of recoveries and other (3,450) (76) (2,152) (1,195) (6,873) Ending balance at June 30, 2020 $ 4,860 $ 3,523 $ 2,720 $ 2,260 $ 13,363 __________________________ (1) Credit loss expense is included in general and administrative expenses on the condensed consolidated statement of operations. (2) |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the amounts recorded for acquired assets and assumed liabilities recorded at their fair values as of the acquisition date (in thousands): Preliminary: Cash and cash equivalents $ 3,290 Accounts receivable 131 Lease right-of-use assets 4,945 Goodwill 135,446 Intangible assets 58,000 Lease liabilities (4,945) Deferred tax liabilities (4,810) Other assets and liabilities (4,697) Fair value of identifiable net assets acquired $ 187,360 The following table summarizes the amounts recorded for acquired assets and assumed liabilities recorded at their fair values as of the acquisition date (in thousands): Preliminary: Measurement Period Adjustments Updated Preliminary: Cash and cash equivalents $ 11,710 $ (90) $ 11,620 Accounts receivable 8,067 8,067 Lease right-of-use assets 7,306 7,306 Goodwill 261,436 432 261,868 Intangible assets 178,000 178,000 Lease liabilities (7,306) (7,306) Deferred revenue (10,966) (10,966) Deferred tax liabilities (7,980) (7,980) Other assets and liabilities (4,815) (4,815) Fair value of identifiable net assets acquired $ 435,452 $ 342 $ 435,794 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the fair values (in thousands) of the identifiable intangible assets included in the Company's North America operating segment, their related estimated useful lives (in years) and their respective amortization methods: Estimated Fair Value Estimated Useful Life Amortization Method Customer base $ 46,000 6 Accelerated Technology 11,000 5 Straight-line Other intangible assets 1,000 2 Straight-line Total intangible assets $ 58,000 North America International Estimated Fair Value Estimated Useful Life Estimated Fair Value Estimated Useful Life Amortization Method Customer base $ 97,000 13 $ 42,000 10 Accelerated Trade name 24,000 15 Straight-line Other intangible assets 10,000 5 5,000 5 Straight-line Total intangible assets $ 131,000 $ 47,000 |
Business Acquisition, Pro Forma Information | The unaudited pro forma financial information, in the aggregate, was as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenue $ 406,107 $ 375,999 $ 810,745 $ 725,691 Net income $ 50,373 $ 56,730 $ 120,240 $ 128,270 Net income per share - basic $ 1.34 $ 1.56 $ 3.25 $ 3.53 Net income per share - diluted $ 1.34 $ 1.55 $ 3.22 $ 3.51 |
INVESTMENTS AND FAIR VALUE ME_2
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Investments And Fair Value Disclosures [Abstract] | |
Schedule of available for sale securities reconciliation | The following table represents the Company's investments in marketable securities and fair value measurements by investment category reported as cash equivalents and investments as of December 31, 2019 (in thousands): December 31, 2019 Amortized Gross Gross Fair Level 1 Level 2 Level 3 Cash equivalents $ 576,761 $ — $ — $ 576,761 $ 576,761 $ — $ — Auction rate securities 10,800 — (730) 10,070 — — 10,070 Total cash equivalents and long-term investments $ 587,561 $ — $ (730) $ 586,831 $ 576,761 $ — $ 10,070 |
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 investments in marketable securities and fair value measurements by investment category reported as cash equivalents and investments as of December 31, 2019 (in thousands): December 31, 2019 Amortized Gross Gross Fair Level 1 Level 2 Level 3 Cash equivalents $ 576,761 $ — $ — $ 576,761 $ 576,761 $ — $ — Auction rate securities 10,800 — (730) 10,070 — — 10,070 Total cash equivalents and long-term investments $ 587,561 $ — $ (730) $ 586,831 $ 576,761 $ — $ 10,070 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Components of lease expense | Lease costs related to the Company's operating leases included in the condensed consolidated statements of operations were as follows (in thousands): Three Months Ended Six Months Ended Operating lease costs: 2020 2019 2020 2019 Cost of revenues $ 2,846 $ 3,152 $ 5,740 $ 6,390 Software development 1,388 1,027 2,784 1,979 Selling and marketing (excluding customer base amortization) 2,550 2,179 5,089 4,370 General and administrative 1,176 950 2,350 1,242 Total operating lease costs $ 7,960 $ 7,308 $ 15,963 $ 13,981 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to operating leases was as follows (in thousands): Balance Balance Sheet Location June 30, 2020 December 31, 2019 Long-term lease liabilities Lease and other long-term liabilities $ 112,482 $ 120,153 Weighted-average remaining lease term in years 4.5 5.0 Weighted-average discount rate 3.8 % 4.0 % |
Schedule of Supplemental Cash Flow Information for Leases | Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 17,689 $ 15,849 ROU assets obtained in exchange for lease obligations: Operating leases $ 11,124 $ 5,585 |
Lessee, Operating Lease, Liability, Maturity | Maturities of operating lease liabilities at June 30, 2020 were as follows (in thousands): Remainder of 2020 $ 18,935 2021 34,477 2022 32,930 2023 31,433 2024 25,754 Thereafter 13,041 Total lease payments 156,570 Less imputed interest (13,183) Present value of lease liabilities $ 143,387 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill [Abstract] | |
Schedule of goodwill | The changes in the carrying amount of goodwill by operating segment consist of the following (in thousands): North America International Total Goodwill, December 31, 2018 $ 1,573,088 $ 38,447 $ 1,611,535 Acquisitions, including measurement period adjustments (1) 165,272 102,532 267,804 Effect of foreign currency translation — 2,681 2,681 Goodwill, December 31, 2019 1,738,360 143,660 1,882,020 Acquisitions, including measurement period adjustments (2) 135,765 113 135,878 Effect of foreign currency translation (8,781) (8,781) Goodwill, June 30, 2020 $ 1,874,125 $ 134,992 $ 2,009,117 __________________________ (1) In connection with the acquisition of Cozy, during 2019 the Company recorded a measurement period adjustment which resulted in a $1 million reduction to the initial amount of goodwill of approximately $53 million. (2) Goodwill for the six months ended June 30, 2020 includes Ten-X goodwill recorded during the three months ended June 30, 2020 and STR measurement period adjustments of $0.3 million and $0.1 million recorded during the three months ended March 31, 2020 to the North America and International reporting segments, respectively. |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of acquired finite-lived intangible assets by major class | Intangible assets consist of the following (in thousands, except amortization period data): June 30, December 31, Weighted- Acquired technology and data $ 115,983 $ 105,168 5 Accumulated amortization (93,460) (90,542) Acquired technology and data, net 22,523 14,626 Acquired customer base 529,967 487,532 11 Accumulated amortization (258,703) (233,202) Acquired customer base, net 271,264 254,330 Acquired trade names and other intangible assets 238,804 236,358 12 Accumulated amortization (95,041) (84,118) Acquired trade names and other intangible assets, net 143,763 152,240 Intangible assets, net $ 437,550 $ 421,196 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Expense | For the three and six months ended June 30, 2020 and 2019, the Company recognized interest expense as follows (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Interest on outstanding borrowings $ 4,233 $ — $ 4,509 $ — Amortization of debt issuance costs 216 219 508 438 Commitment fees and other 37 478 641 991 Total interest expense $ 4,486 $ 697 $ 5,658 $ 1,429 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Summarized information by operating segment | Summarized EBITDA information by operating segment consists of the following (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 North America $ 112,292 $ 95,001 $ 214,705 $ 210,269 International (2,994) (1,447) (5,287) (3,564) Total EBITDA $ 109,298 $ 93,554 $ 209,418 $ 206,705 |
Reconciliation of net income to EBITDA | The reconciliation of net income to EBITDA consists of the following (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Net income $ 60,360 $ 63,248 $ 133,153 $ 148,417 Amortization of acquired intangible assets in cost of revenues 6,054 5,033 12,059 10,546 Amortization of acquired intangible assets in operating expenses 14,935 7,175 26,419 14,857 Depreciation and other amortization 6,990 6,546 13,757 13,010 Interest expense (income) 3,596 (4,678) 1,945 (8,890) Other expense (income) 474 (538) (367) (539) Income tax expense 16,889 16,768 22,452 29,304 EBITDA $ 109,298 $ 93,554 $ 209,418 $ 206,705 |
Summarized information by operating segment, assets and liabilities | Summarized information by operating segment consists of the following (in thousands): June 30, December 31, Property and equipment, net: North America $ 101,324 $ 103,383 International 2,992 4,146 Total property and equipment, net $ 104,316 $ 107,529 Goodwill: North America $ 1,874,125 $ 1,738,360 International 134,992 143,660 Total goodwill $ 2,009,117 $ 1,882,020 Assets: North America $ 6,260,750 $ 3,615,258 International 218,280 238,728 Total assets $ 6,479,030 $ 3,853,986 Liabilities: North America $ 1,208,740 $ 402,759 International 45,969 45,634 Total liabilities $ 1,254,709 $ 448,393 |
ORGANIZATION (Details)
ORGANIZATION (Details) | 6 Months Ended |
Jun. 30, 2020operating_segments | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Term of subscription-based license agreements | 1 year |
Number of business segments | 2 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, REVENUE RECOGNITION AND ADVERTISING COSTS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accounting Policies [Abstract] | ||||
Term of subscription-based license agreements | 1 year | |||
Deferred sales commission, amortization period | 3 years | |||
Advertising expense | $ 70 | $ 53 | $ 123 | $ 86 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, FOREIGN CURRENCY AND ACCUMULATED OTHER COMPREHENSIVE LOSS, NET OF TAX (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||||
Unrealized foreign currency transaction gains | $ 500,000 | $ 500,000 | $ 900,000 | $ 500,000 | |
Foreign currency, net | 789,000 | 0 | |||
Accumulated Other Comprehensive Loss Net of Tax [Abstract] | |||||
Foreign currency translation adjustment | $ (7,855,000) | ||||
Net unrealized loss on investments, net of tax | 0 | 0 | (730,000) | ||
Total accumulated other comprehensive loss | $ (19,941,000) | $ (19,941,000) | $ (8,585,000) | ||
Reclassification out of accumulated other comprehensive loss | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NET INCOME PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||||
Net income | $ 60,360 | $ 72,793 | $ 63,248 | $ 85,169 | $ 133,153 | $ 148,417 |
Denominator: | ||||||
Denominator for basic net income per share - weighted-average outstanding shares (in shares) | 37,524 | 36,310 | 36,998 | 36,273 | ||
Effect of dilutive securities: | ||||||
Stock options and restricted stock awards (in shares) | 210 | 317 | 258 | 324 | ||
Denominator for diluted net income per share — weighted average outstanding shares (in shares) | 37,734 | 36,627 | 37,256 | 36,597 | ||
Net income per share - basic (in dollars per share) | $ 1.61 | $ 1.74 | $ 3.60 | $ 4.09 | ||
Net income per share - diluted (in dollars per share) | $ 1.60 | $ 1.73 | $ 3.57 | $ 4.06 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share | 70 | 99 | 83 | 120 | ||
Performance Based Restricted Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share | 79 | 90 | 79 | 90 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, STOCK BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | $ 9,527 | $ 13,816 | $ 24,707 | $ 25,845 |
Ten-X [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | 700 | |||
Cost of Revenues [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | 2,530 | 2,560 | 5,002 | 4,618 |
Selling and Marketing (excluding customer base amortization) [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | 1,770 | 1,765 | 3,794 | 3,404 |
Software Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | 2,287 | 2,339 | 4,815 | 4,395 |
General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | $ 2,940 | $ 7,152 | $ 11,096 | $ 13,428 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS , DISAGGREGATED REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 397,159 | $ 343,760 | $ 789,006 | $ 672,185 |
Information And Analytics [Member] | CoStar Suite [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 165,053 | 152,825 | 330,009 | 300,526 |
Information And Analytics [Member] | Information services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 30,536 | 20,777 | 62,918 | 39,627 |
Online Marketplaces [Member] | Multifamily Online Marketplace [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 145,541 | 120,488 | 283,001 | 234,756 |
Online Marketplaces [Member] | Commercial property and land [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 56,029 | 49,670 | 113,078 | 97,276 |
North America [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 384,362 | 334,562 | 761,809 | 653,799 |
North America [Member] | Information And Analytics [Member] | CoStar Suite [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 157,793 | 145,910 | 315,128 | 286,883 |
North America [Member] | Information And Analytics [Member] | Information services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 25,022 | 18,659 | 50,712 | 35,250 |
North America [Member] | Online Marketplaces [Member] | Multifamily Online Marketplace [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 145,541 | 120,488 | 283,001 | 234,756 |
North America [Member] | Online Marketplaces [Member] | Commercial property and land [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 56,006 | 49,505 | 112,968 | 96,910 |
International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,797 | 9,198 | 27,197 | 18,386 |
International [Member] | Information And Analytics [Member] | CoStar Suite [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,260 | 6,915 | 14,881 | 13,643 |
International [Member] | Information And Analytics [Member] | Information services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,514 | 2,118 | 12,206 | 4,377 |
International [Member] | Online Marketplaces [Member] | Multifamily Online Marketplace [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
International [Member] | Online Marketplaces [Member] | Commercial property and land [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 23 | $ 165 | $ 110 | $ 366 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS , CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Change in Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 70,620 | |
Revenue recognized in the current period from the amounts in the beginning balance | (52,125) | |
New deferrals, net of amounts recognized in the current period | 65,628 | |
Effects of foreign currency | (773) | |
Ending balance | 83,350 | |
Current liability | 80,358 | $ 67,274 |
Noncurrent liability | $ 3,000 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS , CONTRACT ASSETS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Contract with customer, asset, gross | $ 7 | $ 7 | $ 4 |
Revenue recognized | $ 2 | $ 3 |
REVENUE FROM CONTRACTS WITH C_6
REVENUE FROM CONTRACTS WITH CUSTOMERS , COMMISSIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Commissions incurred | $ 21,174 | $ 23,844 | $ 43,611 | $ 42,395 |
Commissions capitalized in the current period | (15,599) | (19,668) | (32,122) | (33,397) |
Amortization of deferred commissions costs | 14,915 | 13,143 | 29,662 | 25,550 |
Total commissions expense | $ 20,490 | $ 17,319 | $ 41,151 | $ 34,548 |
REVENUE FROM CONTRACTS WITH C_7
REVENUE FROM CONTRACTS WITH CUSTOMERS , UNSATISFIED PERFORMANCE OBLIGATIONS (Details) $ in Millions | Jun. 30, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation | $ 281 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 5 years |
ALLOWANCE FOR CREDIT LOSSES (De
ALLOWANCE FOR CREDIT LOSSES (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance at December 31, 2019 | $ 4,548 |
Current-period provision for expected credit losses | 15,688 |
Write-offs charged against the allowance, net of recoveries and other | (6,873) |
Ending balance at June 30, 2020 | 13,363 |
CoStar Suite [Member] | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance at December 31, 2019 | 1,264 |
Current-period provision for expected credit losses | 7,046 |
Write-offs charged against the allowance, net of recoveries and other | (3,450) |
Ending balance at June 30, 2020 | 4,860 |
Information services [Member] | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance at December 31, 2019 | 624 |
Current-period provision for expected credit losses | 2,975 |
Write-offs charged against the allowance, net of recoveries and other | (76) |
Ending balance at June 30, 2020 | 3,523 |
Multifamily [Member] | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance at December 31, 2019 | 1,195 |
Current-period provision for expected credit losses | 3,677 |
Write-offs charged against the allowance, net of recoveries and other | (2,152) |
Ending balance at June 30, 2020 | 2,720 |
Commercial property and land [Member] | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance at December 31, 2019 | 1,465 |
Current-period provision for expected credit losses | 1,990 |
Write-offs charged against the allowance, net of recoveries and other | (1,195) |
Ending balance at June 30, 2020 | $ 2,260 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Jun. 24, 2020 | Feb. 11, 2020 | Oct. 22, 2019 | Jun. 12, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jul. 29, 2020 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 2,009,117,000 | $ 1,882,020,000 | $ 1,611,535,000 | ||||||
Cash paid for acquisitions, net of cash acquired | 184,502,000 | $ 13,721,000 | |||||||
Goodwill acquired | 135,878,000 | $ 267,804,000 | |||||||
Ten-X [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate purchase price | $ 187,000,000 | ||||||||
Goodwill | 135,446,000 | ||||||||
Transaction costs | 3,000,000 | ||||||||
RentPath [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate purchase price | $ 588,000,000 | ||||||||
Restricted cash | $ 59,000,000 | ||||||||
RentPath [Member] | Subsequent Event [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Maximum potential payment for agreement extension | $ 7,500,000 | ||||||||
STR Inc and STR Global Ltd [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate purchase price | $ 435,000,000 | ||||||||
Goodwill | 261,868,000 | ||||||||
Transaction costs | 2,000,000 | ||||||||
Employee retention bonus | $ 15,000,000 | ||||||||
Requisite service period | 1 year | ||||||||
Off Campus Partners [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid for acquisitions, net of cash acquired | $ 16,000,000 | ||||||||
Initial payments to acquire businesses, net of cash acquired | 14,000,000 | ||||||||
Goodwill acquired | 8,000,000 | ||||||||
Finite-lived intangible assets acquired | $ 9,000,000 | ||||||||
North America [Member] | Ten-X [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 58,000,000 | ||||||||
North America [Member] | STR Inc and STR Global Ltd [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 159,000,000 | ||||||||
Finite-lived intangible assets acquired | 131,000 | ||||||||
International [Member] | STR Inc and STR Global Ltd [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | 103,000,000 | ||||||||
Finite-lived intangible assets acquired | $ 47,000 |
ACQUISITIONS , SCHEDULE OF IDEN
ACQUISITIONS , SCHEDULE OF IDENTIFIED ASSETS AND LIABILITIES ASSUMED (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 24, 2020 | Dec. 31, 2019 | Oct. 22, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,009,117 | $ 1,882,020 | $ 1,611,535 | ||
Ten-X [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 3,290 | ||||
Accounts receivable | 131 | ||||
Lease right-of-use assets | 4,945 | ||||
Goodwill | 135,446 | ||||
Intangible assets | 58,000 | ||||
Lease liabilities | (4,945) | ||||
Deferred tax liabilities | (4,810) | ||||
Other assets and liabilities | (4,697) | ||||
Fair value of identifiable net assets acquired | $ 187,360 | ||||
STR Inc and STR Global Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 11,620 | ||||
Accounts receivable | 8,067 | ||||
Lease right-of-use assets | 7,306 | ||||
Goodwill | 261,868 | ||||
Intangible assets | 178,000 | ||||
Lease liabilities | (7,306) | ||||
Deferred revenue | (10,966) | ||||
Deferred tax liabilities | (7,980) | ||||
Other assets and liabilities | (4,815) | ||||
Fair value of identifiable net assets acquired | 435,794 | ||||
STR Inc and STR Global Ltd [Member] | International [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 103,000 | ||||
Previously Reported [Member] | STR Inc and STR Global Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | 11,710 | ||||
Accounts receivable | 8,067 | ||||
Lease right-of-use assets | 7,306 | ||||
Goodwill | 261,436 | ||||
Intangible assets | 178,000 | ||||
Lease liabilities | (7,306) | ||||
Deferred revenue | (10,966) | ||||
Deferred tax liabilities | (7,980) | ||||
Other assets and liabilities | (4,815) | ||||
Fair value of identifiable net assets acquired | 435,452 | ||||
Restatement Adjustment [Member] | STR Inc and STR Global Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | (90) | ||||
Goodwill | 432 | ||||
Fair value of identifiable net assets acquired | $ 342 |
ACQUISITIONS , FINITE LIVED ASS
ACQUISITIONS , FINITE LIVED ASSETS (Details) - USD ($) | Jun. 24, 2020 | Oct. 22, 2019 |
North America [Member] | Ten-X [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 58,000,000 | |
North America [Member] | Ten-X [Member] | Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 46,000,000 | |
Estimated Useful Life | 6 years | |
North America [Member] | Ten-X [Member] | Technology Service [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 11,000,000 | |
Estimated Useful Life | 5 years | |
North America [Member] | Ten-X [Member] | Other Intangible Assets [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 1,000,000 | |
Estimated Useful Life | 2 years | |
North America [Member] | STR Inc and STR Global Ltd [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 131,000 | |
North America [Member] | STR Inc and STR Global Ltd [Member] | Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 97,000 | |
Estimated Useful Life | 13 years | |
North America [Member] | STR Inc and STR Global Ltd [Member] | Trade Names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 24,000 | |
Estimated Useful Life | 15 years | |
North America [Member] | STR Inc and STR Global Ltd [Member] | Other Intangible Assets [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 10,000 | |
Estimated Useful Life | 5 years | |
International [Member] | STR Inc and STR Global Ltd [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 47,000 | |
International [Member] | STR Inc and STR Global Ltd [Member] | Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 42,000 | |
Estimated Useful Life | 10 years | |
International [Member] | STR Inc and STR Global Ltd [Member] | Other Intangible Assets [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 5,000 | |
Estimated Useful Life | 5 years |
ACQUISITIONS , SCHEDULE OF PRO
ACQUISITIONS , SCHEDULE OF PRO FORMA INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Business Combinations [Abstract] | ||||
Revenue | $ 406,107 | $ 375,999 | $ 810,745 | $ 725,691 |
Net income | $ 50,373 | $ 56,730 | $ 120,240 | $ 128,270 |
Net income per share - basic (usd per share) | $ 1.34 | $ 1.56 | $ 3.25 | $ 3.53 |
Net income per share - diluted (usd per share) | $ 1.34 | $ 1.55 | $ 3.22 | $ 3.51 |
INVESTMENTS AND FAIR VALUE ME_3
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Proceeds from sale of investments | $ 10,300,000 | |||
Reclassification out of accumulated other comprehensive loss | $ 0 | $ 0 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value disclosure | $ 576,761,000 | |||
Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value disclosure | 3,252,000,000 | 576,761,000 | ||
Auction Rate Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Reclassification out of accumulated other comprehensive loss | $ 500,000 | |||
Auction Rate Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value disclosure | $ 0 |
INVESTMENTS AND FAIR VALUE ME_4
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Investments And Fair Value Disclosures [Line Items] | ||
Amortized Cost | $ 587,561 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (730) | |
Fair Value | 586,831 | |
Cash Equivalents [Member] | ||
Investments And Fair Value Disclosures [Line Items] | ||
Amortized Cost | 576,761 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 576,761 | |
Auction Rate Securities [Member] | ||
Investments And Fair Value Disclosures [Line Items] | ||
Amortized Cost | 10,800 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (730) | |
Fair Value | 10,070 | |
Fair Value, Inputs, Level 1 [Member] | ||
Investments And Fair Value Disclosures [Line Items] | ||
Assets, fair value disclosure | 576,761 | |
Fair Value, Inputs, Level 1 [Member] | Cash Equivalents [Member] | ||
Investments And Fair Value Disclosures [Line Items] | ||
Assets, fair value disclosure | $ 3,252,000 | 576,761 |
Fair Value, Inputs, Level 1 [Member] | Auction Rate Securities [Member] | ||
Investments And Fair Value Disclosures [Line Items] | ||
Assets, fair value disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Investments And Fair Value Disclosures [Line Items] | ||
Assets, fair value disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | Auction Rate Securities [Member] | ||
Investments And Fair Value Disclosures [Line Items] | ||
Assets, fair value disclosure | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Investments And Fair Value Disclosures [Line Items] | ||
Assets, fair value disclosure | 10,070 | |
Fair Value, Inputs, Level 3 [Member] | Auction Rate Securities [Member] | ||
Investments And Fair Value Disclosures [Line Items] | ||
Assets, fair value disclosure | $ 10,070 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) | Jun. 30, 2020 |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 1 year |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 9 years |
LEASES (Lease Cost) (Details)
LEASES (Lease Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Total operating lease costs | $ 7,960 | $ 7,308 | $ 15,963 | $ 13,981 |
Cost of Revenues [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Total operating lease costs | 2,846 | 3,152 | 5,740 | 6,390 |
Software Development [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Total operating lease costs | 1,388 | 1,027 | 2,784 | 1,979 |
Selling and Marketing [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Total operating lease costs | 2,550 | 2,179 | 5,089 | 4,370 |
General and Administrative [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Total operating lease costs | $ 1,176 | $ 950 | $ 2,350 | $ 1,242 |
LEASES (Supplemental Balance Sh
LEASES (Supplemental Balance Sheet Information Related to Leases) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Operating leases | ||
Long-term lease liabilities | $ 112,482 | $ 120,153,000 |
Weighted-average remaining lease term in years | 4 years 6 months | 5 years |
Weighted-average discount rate | 3.80% | 4.00% |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | cspg:LeaseAndOtherLiabilitiesNoncurrent |
LEASES (Supplemental Cash Flow
LEASES (Supplemental Cash Flow Information Related to Leases) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used in operating leases | $ 17,689 | $ 15,849 |
ROU assets obtained in exchange for lease obligations: | ||
Operating leases | $ 11,124 | $ 5,585 |
LEASES (Maturities of Operating
LEASES (Maturities of Operating Lease Liabilities) (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
Remainder of 2020 | $ 18,935 |
2021 | 34,477 |
2022 | 32,930 |
2023 | 31,433 |
2024 | 25,754 |
Thereafter | 13,041 |
Total lease payments | 156,570 |
Less imputed interest | (13,183) |
Present value of lease liabilities | $ 143,387 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 24, 2020 | |
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | $ 1,882,020 | $ 1,882,020 | $ 1,611,535 | ||
Acquisitions, including measurement period adjustments | 135,878 | 267,804 | |||
Effect of foreign currency translation | (8,781) | 2,681 | |||
Goodwill, ending balance | $ 2,009,117 | 2,009,117 | 1,882,020 | ||
Goodwill | 2,009,117 | 1,882,020 | 1,882,020 | 1,882,020 | |
Cozy Services Ltd [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | 53,000 | 53,000 | |||
Goodwill, ending balance | 53,000 | ||||
Goodwill increase (decrease) | (1,000) | ||||
Goodwill | 53,000 | 53,000 | 53,000 | ||
Ten-X [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill | $ 135,446 | ||||
North America [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | 1,738,360 | 1,738,360 | 1,573,088 | ||
Acquisitions, including measurement period adjustments | 135,765 | 165,272 | |||
Effect of foreign currency translation | 0 | ||||
Goodwill, ending balance | 1,874,125 | 1,874,125 | 1,738,360 | ||
Goodwill | 1,874,125 | 1,738,360 | 1,874,125 | 1,738,360 | |
North America [Member] | Ten-X [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill increase (decrease) | 300 | ||||
International [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | 143,660 | 143,660 | 38,447 | ||
Acquisitions, including measurement period adjustments | 113 | 102,532 | |||
Effect of foreign currency translation | (8,781) | 2,681 | |||
Goodwill, ending balance | 134,992 | 134,992 | 143,660 | ||
Goodwill | $ 134,992 | 143,660 | $ 134,992 | $ 143,660 | |
International [Member] | Ten-X [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill increase (decrease) | $ 100 |
GOODWILL (Narrative) (Details)
GOODWILL (Narrative) (Details) - USD ($) | Jun. 12, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jun. 24, 2020 | Oct. 22, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 2,009,117,000 | $ 2,009,117,000 | $ 1,882,020,000 | $ 1,611,535,000 | |||||
Goodwill acquired | 135,878,000 | 267,804,000 | |||||||
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 | $ 0 | |||||
STR Inc and STR Global Ltd [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 261,868,000 | ||||||||
Off Campus Partners [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill acquired | $ 8,000,000 | ||||||||
Cozy Services Ltd [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 53,000,000 | ||||||||
Ten-X [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 135,446,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, net | $ 437,550,000 | $ 437,550,000 | $ 421,196,000 | ||
Impairment of intangible assets, finite-lived | 0 | $ 0 | 0 | $ 0 | |
Acquired database technology [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross | 115,983,000 | 115,983,000 | 105,168,000 | ||
Finite-lived intangible assets, accumulated amortization | (93,460,000) | (93,460,000) | (90,542,000) | ||
Finite-lived intangible assets, net | 22,523,000 | $ 22,523,000 | 14,626,000 | ||
Weighted-average amortization period | 5 years | ||||
Acquired customer base [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross | 529,967,000 | $ 529,967,000 | 487,532,000 | ||
Finite-lived intangible assets, accumulated amortization | (258,703,000) | (258,703,000) | (233,202,000) | ||
Finite-lived intangible assets, net | 271,264,000 | $ 271,264,000 | 254,330,000 | ||
Weighted-average amortization period | 11 years | ||||
Acquired trade names and other intangible assets [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross | 238,804,000 | $ 238,804,000 | 236,358,000 | ||
Finite-lived intangible assets, accumulated amortization | (95,041,000) | (95,041,000) | (84,118,000) | ||
Finite-lived intangible assets, net | $ 143,763,000 | $ 143,763,000 | $ 152,240,000 | ||
Weighted-average amortization period | 12 years |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) | Oct. 19, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 25, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||
Interest expense, debt | $ 4,486,000 | $ 697,000 | $ 5,658,000 | $ 1,429,000 | |||
Amortization of debt issuance costs | 216,000 | 219,000 | 508,000 | 438,000 | |||
Commitment fee | 37,000 | 478,000 | 641,000 | 991,000 | |||
Capitalized debt issuance costs | 2,000,000 | 2,000,000 | $ 2,000,000 | ||||
Borrowings [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense, debt | 4,233,000 | $ 0 | 4,509,000 | $ 0 | |||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, amount outstanding | $ 745,000,000 | $ 745,000,000 | $ 745,000,000 | 0 | |||
Debt, Weighted Average Interest Rate | 2.20% | 2.20% | |||||
Revolving Credit Facility [Member] | 2017 Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 750,000,000 | ||||||
Term of loan | 5 years | ||||||
Covenant compliance, secured leverage ratio | 3.50 | ||||||
Covenant compliance, total leverage ratio | 4.50 | ||||||
Letter of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Remaining borrowing capacity | $ 20,000,000 | $ 20,000,000 | |||||
Long-term debt | 200,000 | 200,000 | |||||
Line of credit facility, amount outstanding | $ 200,000 | ||||||
Letter of Credit [Member] | 2017 Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Remaining borrowing capacity | $ 4,800,000 | $ 4,800,000 | |||||
Interest rate, increase (decrease) | 2.00% | ||||||
Letter of Credit [Member] | 2017 Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 1.00% | ||||||
Letter of Credit [Member] | 2017 Credit Agreement [Member] | Federal Funds Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 0.50% | ||||||
Letter of Credit [Member] | 2017 Credit Agreement [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 2.00% | ||||||
Initial Basis Spread [Member] | Letter of Credit [Member] | 2017 Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 1.25% | ||||||
Initial Basis Spread One Month LIBOR [Member] | Letter of Credit [Member] | 2017 Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 0.25% |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 22.00% | 21.00% | 14.00% | 16.00% |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2020USD ($)operating_segments | Jun. 30, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||||||
Number of business segments | operating_segments | 2 | |||||
Reconciliation of EBITDA to net income (loss) [Abstract] | ||||||
Net income | $ 60,360 | $ 72,793 | $ 63,248 | $ 85,169 | $ 133,153 | $ 148,417 |
Amortization of acquired intangible assets in cost of revenues | 6,054 | 5,033 | 12,059 | 10,546 | ||
Amortization of acquired intangible assets in operating expenses | 14,935 | 7,175 | 26,419 | 14,857 | ||
Depreciation and other amortization | 6,990 | 6,546 | 13,757 | 13,010 | ||
Interest expense (income) | 3,596 | (4,678) | 1,945 | (8,890) | ||
Other expense (income) | 474 | (538) | (367) | (539) | ||
Income tax expense | 16,889 | 16,768 | 22,452 | 29,304 | ||
EBITDA | 109,298 | 93,554 | 209,418 | 206,705 | ||
North America [Member] | ||||||
Reconciliation of EBITDA to net income (loss) [Abstract] | ||||||
EBITDA | 112,292 | 95,001 | 214,705 | 210,269 | ||
International [Member] | ||||||
Reconciliation of EBITDA to net income (loss) [Abstract] | ||||||
EBITDA | $ (2,994) | $ (1,447) | $ (5,287) | $ (3,564) |
SEGMENT REPORTING, ASSETS AND L
SEGMENT REPORTING, ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | |||
Property and equipment, net | $ 104,316 | $ 107,529 | |
Goodwill | 2,009,117 | 1,882,020 | $ 1,611,535 |
Reconciliation of operating segment assets to total assets [Abstract] | |||
Total assets | 6,479,030 | 3,853,986 | |
Reconciliation of operating segment liabilities to total liabilities [Abstract] | |||
Total liabilities | 1,254,709 | 448,393 | |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 1,874,125 | 1,738,360 | 1,573,088 |
International [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 134,992 | 143,660 | $ 38,447 |
Operating Segments [Member] | North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | 101,324 | 103,383 | |
Goodwill | 1,874,125 | 1,738,360 | |
Reconciliation of operating segment assets to total assets [Abstract] | |||
Total assets | 6,260,750 | 3,615,258 | |
Reconciliation of operating segment liabilities to total liabilities [Abstract] | |||
Total liabilities | 1,208,740 | 402,759 | |
Operating Segments [Member] | International [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | 2,992 | 4,146 | |
Goodwill | 134,992 | 143,660 | |
Reconciliation of operating segment assets to total assets [Abstract] | |||
Total assets | 218,280 | 238,728 | |
Reconciliation of operating segment liabilities to total liabilities [Abstract] | |||
Total liabilities | $ 45,969 | $ 45,634 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Public Offering [Member] $ / shares in Units, $ in Millions | May 28, 2020USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares issued in transaction (in shares) | shares | 2,633,587 |
Sale of stock (usd per share) | $ / shares | $ 655 |
Consideration received on transaction | $ 1,700 |
Payments of stock issuance costs | $ 35 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jul. 01, 2020 | Jun. 30, 2020 |
2.800% Senior Notes [Member] | ||
Subsequent Event [Line Items] | ||
Debt issuance costs | $ 3,200,000 | |
2.800% Senior Notes [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument, face amount | $ 1,000,000,000 | |
Stated interest rate | 2.80% | |
Discounted rate par value | 99.921% | |
Redemption price rate | 100.00% | |
Debt issuance costs | $ 13,200,000 | |
New Credit Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Debt issuance costs | $ 500,000 | |
New Credit Agreement [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Debt issuance costs | 3,200,000 | |
Revolving Loans and Letters of Credit [Member] | New Credit Agreement [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 750,000,000 | |
Term of credit facility | 5 years | |
Letter of Credit [Member] | New Credit Agreement [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 20,000,000 | |
Letter of Credit [Member] | New Credit Agreement [Member] | Subsequent Event [Member] | Alternate Base Rate [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Basis spread | 0.50% | |
Letter of Credit [Member] | New Credit Agreement [Member] | Subsequent Event [Member] | Alternate Base Rate [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Basis spread | 1.25% | |
Letter of Credit [Member] | New Credit Agreement [Member] | Subsequent Event [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Subsequent Event [Line Items] | ||
Basis spread | 0.00% | |
Letter of Credit [Member] | New Credit Agreement [Member] | Subsequent Event [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Basis spread | 1.50% | |
Letter of Credit [Member] | New Credit Agreement [Member] | Subsequent Event [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Basis spread | 2.25% |