Cover page
Cover page - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 21, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 0-24531 | |
Entity Registrant Name | CoStar Group, Inc. | |
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 ($0.01 par value) | |
Trading Symbol | CSGP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 408,336,600 | |
Entity Central Index Key | 0001057352 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 605,906 | $ 536,308 | $ 1,190,272 | $ 1,052,133 |
Cost of revenues | 112,362 | 100,971 | 231,558 | 196,450 |
Gross profit | 493,544 | 435,337 | 958,714 | 855,683 |
Operating expenses: | ||||
Selling and marketing (excluding customer base amortization) | 250,026 | 181,344 | 476,260 | 325,341 |
Software development | 63,369 | 51,587 | 129,959 | 105,608 |
General and administrative | 90,563 | 77,345 | 180,071 | 155,306 |
Customer base amortization | 10,440 | 14,878 | 21,057 | 30,970 |
Total operating expenses | 414,398 | 325,154 | 807,347 | 617,225 |
Income from operations | 79,146 | 110,183 | 151,367 | 238,458 |
Interest income (expense), net | 51,911 | (3,399) | 95,459 | (11,117) |
Other income, net | 609 | 1,343 | 1,190 | 2,207 |
Income before income taxes | 131,666 | 108,127 | 248,016 | 229,548 |
Income tax expense | 31,146 | 24,654 | 60,365 | 56,757 |
Net income | $ 100,520 | $ 83,473 | $ 187,651 | $ 172,791 |
Net income per share - basic (in USD per share) | $ 0.25 | $ 0.21 | $ 0.46 | $ 0.44 |
Net income per share - diluted (in USD per share) | $ 0.25 | $ 0.21 | $ 0.46 | $ 0.44 |
Weighted-average outstanding shares - basic (in shares) | 405,429 | 393,342 | 404,960 | 393,119 |
Weighted-average outstanding shares - diluted (in shares) | 406,751 | 394,478 | 406,454 | 394,356 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 100,520 | $ 83,473 | $ 187,651 | $ 172,791 |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation gain (loss) | 3,377 | (17,842) | 7,471 | (24,198) |
Total other comprehensive income (loss), net of tax | 3,377 | (17,842) | 7,471 | (24,198) |
Total comprehensive income | $ 103,897 | $ 65,631 | $ 195,122 | $ 148,593 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 5,205,295 | $ 4,967,970 |
Accounts receivable | 196,255 | 166,140 |
Less: Allowance for credit losses | (15,042) | (12,195) |
Accounts receivable, net | 181,213 | 153,945 |
Prepaid expenses and other current assets | 58,376 | 63,952 |
Total current assets | 5,444,884 | 5,185,867 |
Deferred income taxes, net | 9,724 | 9,722 |
Property and equipment, net | 359,455 | 321,250 |
Lease right-of-use assets | 79,491 | 80,392 |
Goodwill | 2,321,205 | 2,314,759 |
Intangible assets, net | 295,022 | 329,306 |
Deferred commission costs, net | 162,391 | 142,482 |
Deposits and other assets | 17,497 | 16,687 |
Income tax receivable | 2,005 | 2,005 |
Total assets | 8,691,674 | 8,402,470 |
Current liabilities: | ||
Accounts payable | 61,546 | 28,460 |
Accrued wages and commissions | 100,915 | 104,988 |
Accrued expenses | 115,654 | 89,113 |
Income taxes payable | 11,100 | 10,438 |
Lease liabilities | 40,329 | 36,049 |
Deferred revenue | 113,231 | 103,567 |
Total current liabilities | 442,775 | 372,615 |
Long-term debt, net | 989,858 | 989,210 |
Deferred income taxes, net | 69,280 | 76,202 |
Income taxes payable | 16,978 | 14,001 |
Lease and other long-term liabilities | 71,711 | 80,321 |
Total liabilities | 1,590,602 | 1,532,349 |
Total stockholders' equity | 7,101,072 | 6,870,121 |
Total liabilities and stockholders' equity | $ 8,691,674 | $ 8,402,470 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2021 | 394,936 | ||||
Beginning balance at Dec. 31, 2021 | $ 5,711,672 | $ 3,946 | $ 4,253,318 | $ (5,758) | $ 1,460,166 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 89,318 | 89,318 | |||
Other comprehensive income | (6,356) | (6,356) | |||
Restricted stock grants (in shares) | 1,277 | ||||
Restricted stock grants | 0 | $ 13 | (13) | ||
Restricted stock grants surrendered (in shares) | (403) | ||||
Restricted stock grants surrendered | (19,459) | $ (4) | (19,455) | ||
Employee stock purchase plan (in shares) | 64 | ||||
Employee stock purchase plan | 4,118 | $ 1 | 4,117 | ||
Stock-based compensation expense | 18,005 | 18,005 | |||
Ending balance (in shares) at Mar. 31, 2022 | 395,874 | ||||
Ending balance at Mar. 31, 2022 | 5,797,298 | $ 3,956 | 4,255,972 | (12,114) | 1,549,484 |
Beginning balance (in shares) at Dec. 31, 2021 | 394,936 | ||||
Beginning balance at Dec. 31, 2021 | 5,711,672 | $ 3,946 | 4,253,318 | (5,758) | 1,460,166 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 172,791 | ||||
Other comprehensive income | (24,198) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 395,896 | ||||
Ending balance at Jun. 30, 2022 | 5,884,353 | $ 3,957 | 4,277,395 | (29,956) | 1,632,957 |
Beginning balance (in shares) at Mar. 31, 2022 | 395,874 | ||||
Beginning balance at Mar. 31, 2022 | 5,797,298 | $ 3,956 | 4,255,972 | (12,114) | 1,549,484 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 83,473 | 83,473 | |||
Other comprehensive income | (17,842) | (17,842) | |||
Restricted stock grants (in shares) | 65 | ||||
Restricted stock grants | 0 | $ 1 | (1) | ||
Restricted stock grants surrendered (in shares) | (108) | ||||
Restricted stock grants surrendered | (296) | $ (1) | (295) | ||
Employee stock purchase plan (in shares) | 65 | ||||
Employee stock purchase plan | 4,040 | $ 1 | 4,039 | ||
Stock-based compensation expense | 17,680 | 17,680 | |||
Ending balance (in shares) at Jun. 30, 2022 | 395,896 | ||||
Ending balance at Jun. 30, 2022 | 5,884,353 | $ 3,957 | 4,277,395 | (29,956) | 1,632,957 |
Beginning balance (in shares) at Dec. 31, 2022 | 406,671 | ||||
Beginning balance at Dec. 31, 2022 | 6,870,121 | $ 4,066 | 5,065,511 | (29,075) | 1,829,619 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 87,131 | 87,131 | |||
Other comprehensive income | 4,094 | 4,094 | |||
Exercise of stock options (in shares) | 24 | ||||
Exercise of stock options | 500 | $ 0 | 500 | ||
Restricted stock grants (in shares) | 1,262 | ||||
Restricted stock grants | 0 | $ 13 | (13) | ||
Restricted stock grants surrendered (in shares) | (480) | ||||
Restricted stock grants surrendered | (18,647) | $ (5) | (18,642) | ||
Employee stock purchase plan (in shares) | 79 | ||||
Employee stock purchase plan | 5,811 | $ 1 | 5,810 | ||
Management stock purchase plan (in shares) | 67 | ||||
Management stock purchase plan | (2,984) | $ 1 | (2,985) | ||
Stock-based compensation expense | 19,583 | 19,583 | |||
Ending balance (in shares) at Mar. 31, 2023 | 407,623 | ||||
Ending balance at Mar. 31, 2023 | 6,965,609 | $ 4,076 | 5,069,764 | (24,981) | 1,916,750 |
Beginning balance (in shares) at Dec. 31, 2022 | 406,671 | ||||
Beginning balance at Dec. 31, 2022 | 6,870,121 | $ 4,066 | 5,065,511 | (29,075) | 1,829,619 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 187,651 | ||||
Other comprehensive income | 7,471 | ||||
Ending balance (in shares) at Jun. 30, 2023 | 408,011 | ||||
Ending balance at Jun. 30, 2023 | 7,101,072 | $ 4,081 | 5,101,325 | (21,604) | 2,017,270 |
Beginning balance (in shares) at Mar. 31, 2023 | 407,623 | ||||
Beginning balance at Mar. 31, 2023 | 6,965,609 | $ 4,076 | 5,069,764 | (24,981) | 1,916,750 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 100,520 | 100,520 | |||
Other comprehensive income | 3,377 | 3,377 | |||
Exercise of stock options (in shares) | 396 | ||||
Exercise of stock options | 6,950 | $ 4 | 6,946 | ||
Restricted stock grants (in shares) | 9 | ||||
Restricted stock grants | 0 | $ 1 | (1) | ||
Restricted stock grants surrendered (in shares) | (67) | ||||
Restricted stock grants surrendered | (814) | $ (1) | (813) | ||
Employee stock purchase plan (in shares) | 50 | ||||
Employee stock purchase plan | 3,890 | $ 1 | 3,889 | ||
Stock-based compensation expense | 21,540 | 21,540 | |||
Ending balance (in shares) at Jun. 30, 2023 | 408,011 | ||||
Ending balance at Jun. 30, 2023 | $ 7,101,072 | $ 4,081 | $ 5,101,325 | $ (21,604) | $ 2,017,270 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities: | ||
Net income | $ 187,651 | $ 172,791 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 51,690 | 64,127 |
Amortization of deferred commissions costs | 45,267 | 35,996 |
Amortization of Senior Notes discount and issuance costs | 1,197 | 1,178 |
Non-cash lease expense | 14,147 | 15,080 |
Stock-based compensation expense | 41,871 | 35,959 |
Deferred income taxes, net | (6,989) | (14,946) |
Credit loss expense | 13,938 | 6,890 |
Other operating activities, net | 540 | (1,149) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (40,601) | (33,318) |
Prepaid expenses and other current assets | (4,220) | 3,152 |
Deferred commissions | (65,028) | (54,155) |
Accounts payable and other liabilities | 54,422 | 14,098 |
Lease liabilities | (16,559) | (15,932) |
Income taxes payable, net | 12,916 | (27,770) |
Deferred revenue | 8,873 | 8,520 |
Other assets | (735) | 1,578 |
Net cash provided by operating activities | 298,380 | 212,099 |
Investing activities: | ||
Proceeds from sale of property and equipment and other assets | 0 | 5,034 |
Purchase of Richmond assets | (45,621) | (25,664) |
Purchases of property and equipment and other assets | (8,801) | (30,746) |
Cash paid for acquisitions, net of cash acquired | 0 | (6,331) |
Net cash used in investing activities | (54,422) | (57,707) |
Financing activities: | ||
Repayments of long-term debt assumed in acquisition | 0 | (2,155) |
Repurchase of restricted stock to satisfy tax withholding obligations | (22,445) | (19,755) |
Proceeds from exercise of stock options and employee stock purchase plan | 16,175 | 7,340 |
Net cash used in financing activities | (6,270) | (14,570) |
Effect of foreign currency exchange rates on cash and cash equivalents | (363) | (2,832) |
Net increase in cash and cash equivalents | 237,325 | 136,990 |
Cash and cash equivalents at the beginning of period | 4,967,970 | 3,827,126 |
Cash and cash equivalents at the end of period | 5,205,295 | 3,964,116 |
Supplemental cash flow disclosures: | ||
Interest paid | 15,432 | 14,953 |
Income taxes paid | 63,725 | 99,507 |
Supplemental non-cash investing and financing activities: | ||
Consideration owed for acquisitions | 0 | 55 |
Accrued capital expenditures and non-cash landlord incentives | $ 8,220 | $ 9,538 |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION CoStar Group (the “Company”) provides information, analytics, online marketplaces 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, residential real estate, land for sale and businesses for sale, and its services are typically distributed to its clients under subscription-based agreements that typically 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 U.S. and Canada, and International, which primarily includes Europe, Asia-Pacific and Latin America. The Company acquired Business Immo in April 2022. See Note 5 for further discussion of this acquisition. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
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 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, 2023 and December 31, 2022, the results of its operations for the three and six months ended June 30, 2023 and 2022, its comprehensive income for the three and six months ended June 30, 2023 and 2022, its changes in stockholders' equity for the three and six months ended June 30, 2023 and 2022 and its cash flows for the six months ended June 30, 2023 and 2022. Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Report. Therefore, these financial statements should be read in conjunction with the Company’s 2022 Form 10-K. 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, 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, real estate agents and brokers and landlords, in each case, typically through a fixed monthly fee for its subscription-based services. Other subscription-based services include (i) real estate and lease management solutions to commercial customers, real estate investors and lenders, (ii) access to applications to manage workflow and advertising and marketing services for residential real estate agents, (iii) benchmarking and analytics for the hospitality industry and (iv) market research, portfolio and debt analysis, management and reporting capabilities. Subscription contract rates are generally based on the number of sites, number of users, organization size, the client’s business focus, geography, the number of properties reported on or analyzed, 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. Revenues from our subscription-based contracts were approximately 95% and 93% of total revenues for the three months ended June 30, 2023 and 2022, respectively, and 95% and 93% of total revenues for the six months ended June 30, 2023 and 2022, respectively. The Company also derives revenues from transaction-based services including: (i) an online auction platform for commercial real estate through Ten-X, (ii) providing online tenant applications, including background and credit checks, and rental payment processing and (iii) ancillary products and services that are sold on an ad hoc basis. 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 obligations. 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. Revenues from transaction-based services are recognized when the promised product or services are delivered, which, in the case of Ten-X auctions, is at the time of a successful closing for the sale of a property. 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. Sales commissions that do not represent incremental costs of obtaining a contract, or that would otherwise be amortized over a period of one year or less, are not subject to capitalization. See Note 3 for further discussion of the Company's revenue recognition. Cost of Revenues Cost of revenues principally consists of salaries, benefits, bonuses, stock-based compensation expenses and other indirect costs for the Company's researchers who collect and analyze the 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, product hosting costs and costs related to advertising purchased on behalf of customers, 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 certain other intangible assets. Foreign Currency Translation 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 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 income, net in the condensed consolidated statements of operations using the average exchange rates in effect during the period. The Company recognized a net foreign currency loss of $0.4 million for the three months ended June 30, 2023 and a net foreign currency gain of $0.9 million for the three months ended June 30, 2022. The Company recognized a net foreign currency loss of $0.8 million for the six months ended June 30, 2023 and a net foreign currency gain of $1.3 million for the six months ended June 30, 2022. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss, net of tax, were as follows (in thousands): June 30, December 31, Foreign currency translation loss $ (21,604) $ (29,075) Total accumulated other comprehensive loss $ (21,604) $ (29,075) 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, 2023 and 2022. Advertising Costs The Company expenses advertising costs as incurred. Advertising costs include SEM, other digital marketing, television, radio, print and other media advertising. Advertising costs were $141 million and $92 million for the three months ended June 30, 2023 and 2022, respectively, and $253 million and $146 million for the six months ended June 30, 2023 and 2022, respectively. 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. The Company has elected to record the GILTI under the current-period cost method. See Note 11 for further discussion of 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: 2023 2022 2023 2022 Net income $ 100,520 $ 83,473 $ 187,651 $ 172,791 Denominator: Denominator for basic net income per share — weighted-average outstanding shares 405,429 393,342 404,960 393,119 Effect of dilutive securities: Stock options, restricted stock awards and restricted stock units 1,322 1,136 1,494 1,237 Denominator for diluted net income per share — weighted-average outstanding shares 406,751 394,478 406,454 394,356 Net income per share — basic $ 0.25 $ 0.21 $ 0.46 $ 0.44 Net income per share — diluted $ 0.25 $ 0.21 $ 0.46 $ 0.44 The Company’s potentially dilutive securities include outstanding stock options, unvested stock-based awards, which include restricted stock awards that vest over a specific service period, restricted stock awards with a performance and market condition, restricted stock units and Matching RSUs awarded under the Company's MSPP. Shares underlying unvested restricted stock awards that vest based on a performance and a market condition that have not been achieved as of the end of the period are not included in the computation of basic or diluted earnings per share. 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 2023 2022 2023 2022 Performance-based restricted stock awards 681 621 681 621 Anti-dilutive securities 502 1,620 1,082 1,342 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 condensed 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 service period of the awards, net of an estimated forfeiture rate. For equity instruments that vest based on achievement of both a performance and market condition, stock-based compensation expense is recognized over the service period of the awards based on the expected achievement of the related performance conditions at the end of each reporting period. If the Company's initial estimates of the achievement of the performance conditions change, the related stock-based compensation expense 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, which includes the recent market price and volatility of the Company's shares. When determining the grant date fair value of all stock-based awards, the Company considers whether it is in possession of any material, non-public information that upon its release would have a material effect on its share price, and if so, whether the observable share price or expected volatility assumptions used in determining the fair value of the awards should be adjusted. Stock-based compensation expense for stock options, restricted stock awards and restricted stock units issued under equity incentive plans, stock purchases under the ESPP, DSUs and Matching RSUs awarded under the MSPP included in the Company’s condensed consolidated statements of operations were as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Cost of revenues $ 3,522 $ 2,991 $ 6,905 $ 5,961 Selling and marketing (excluding customer base amortization) 2,375 1,985 4,589 3,648 Software development 4,335 2,998 8,361 6,104 General and administrative 11,594 10,138 22,016 20,246 Total stock-based compensation expense $ 21,826 $ 18,112 $ 41,871 $ 35,959 Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had no restricted cash as of June 30, 2023 and December 31, 2022. Allowance for Credit Losses The Company maintains an allowance for credit losses to cover its current expected credit losses 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 and historical write-off trends. Based on the Company’s experience, the customer's delinquency status, which is analyzed periodically, is the strongest indicator of the credit quality of the underlying trade receivables. 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 outstanding. Under the CECL impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on five 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 Portfolio Segment - The CoStar portfolio segment consists of two classes of trade receivables based on geographical location: North America and International. • Information Services Portfolio Segment - The Information Services portfolio segment consists of four classes of trade receivables: CoStar Real Estate Manager; Information Services, North America; STR, North America; and STR, International. • Multifamily Portfolio Segment - The Multifamily portfolio segment consists of one class of trade receivables. • LoopNet Portfolio Segment - The LoopNet portfolio segment consists of one class of trade receivables. • Other Marketplaces Portfolio Segment - The Other Marketplaces portfolio segment consists of two classes of trade receivables: Ten-X and other marketplaces. The majority of Residential revenues is e-commerce-based, where payments are collected at the time of sale, and does not result in accounts receivable. Residential accounts receivable and the related allowance for credit losses are not material. 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 the commencement of the arrangement, at which time the Company also measures and recognizes an 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 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. Upon commencement, the initial 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 and 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. The Company removes the cost and accumulated amortization of intangible assets as they become fully amortized. 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 the Company 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 further discussion of the Company's accounting for its outstanding debt, revolving credit facility and related issuance costs. Business Combinations The Company generally allocates the purchase consideration to the tangible assets acquired and liabilities assumed and intangible assets acquired based on their estimated fair values. The purchase price is, generally, determined based on the fair value of the assets transferred, liabilities assumed 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. The Company applies significant assumptions, estimates and judgments in determining the fair value of assets acquired and liabilities assumed on the acquisition date, 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, 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, to determine their estimated amounts. 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 In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 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. Originally, the guidance was effective for fiscal years beginning after January 1, 2021, including interim periods within those fiscal years. However, in response to the deferral of the cessation date for certain overnight LIBOR measures, the FASB issued ASU 2022-06 on December 21, 2022, which extends the sunset date of Topic 848 to December 31, 2024. The Company's 2020 Credit Agreement provides for a $750 million revolving credit facility and a letter of credit sublimit of $20 million, with interest rates previously benchmarked to LIBOR. The Company adopted this accounting pronouncement with the execution of the First Amendment to the 2020 Credit Agreement in May 2023. See Note 10 for further discussion of the Company's accounting for its outstanding debt, revolving credit facility and related issuance costs. This guidance provides an optional practical expedient that allows qualifying modifications to be |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 6 Months Ended |
Jun. 30, 2023 | |
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, hospitality industry, residential industry and related professionals. Revenues by operating segment and type of service consist of the following (in thousands): Three Months Ended June 30, 2023 2022 North America International Total North America International Total CoStar $ 219,573 $ 9,596 $ 229,169 $ 197,380 $ 9,186 $ 206,566 Information Services 32,213 9,708 41,921 30,511 7,991 38,502 Multifamily 224,291 — 224,291 182,359 — 182,359 LoopNet 63,268 2,295 65,563 54,603 1,694 56,297 Residential 12,708 — 12,708 20,154 — 20,154 Other Marketplaces 32,254 — 32,254 32,430 — 32,430 Total revenues $ 584,307 $ 21,599 $ 605,906 $ 517,437 $ 18,871 $ 536,308 Six Months Ended June 30, 2023 2022 North America International Total North America International Total CoStar $ 435,386 $ 18,796 $ 454,182 $ 386,484 $ 18,731 $ 405,215 Information Services 64,313 19,237 83,550 60,782 14,935 75,717 Multifamily 434,988 — 434,988 357,836 — 357,836 LoopNet 124,447 4,353 128,800 107,291 3,453 110,744 Residential 25,861 — 25,861 38,214 — 38,214 Other Marketplaces 62,891 — 62,891 64,407 — 64,407 Total revenues $ 1,147,886 $ 42,386 $ 1,190,272 $ 1,015,014 $ 37,119 $ 1,052,133 Deferred Revenue Deferred revenue as of June 30, 2023 and December 31, 2022 were as follows (in thousands): Balance Balance Sheet Caption June 30, December 31, Current portion Deferred revenue $ 113,231 $ 103,567 Non-current portion Lease and other long-term liabilities 227 215 Total deferred revenue $ 113,458 $ 103,782 Changes in deferred revenue for the period were as follows (in thousands): Balance at December 31, 2022 $ 103,782 Revenues recognized in the current period from the amounts in the beginning balance (82,503) New deferrals, net of amounts recognized in the current period 91,376 Effects of foreign currency 803 Balance at June 30, 2023 $ 113,458 Contract Assets Contract assets are generated when contractual billing schedules differ from revenue recognition timing and represent a conditional right to consideration for satisfied performance obligations that becomes a receivable when the conditions are satisfied. Contract assets as of June 30, 2023 and December 31, 2022 were as follows (in thousands): Balance Balance Sheet Caption June 30, December 31, Current portion Prepaid expenses and other current assets $ 4,786 $ 3,953 Non-current portion Deposits and other assets 8,541 8,464 Total contract assets $ 13,327 $ 12,417 Revenues recognized from contract assets for the three and six months ended June 30, 2023 were $0.4 million and $0.9 million, respectively. Revenues recognized from contract assets for the three and six months ended June 30, 2022 were negligible. Unsatisfied Performance Obligations Remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations was approximately $406 million at June 30, 2023, 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. Commissions Commissions expense is included in selling and marketing expense in the Company's condensed consolidated statements of operations. Commissions expense activity for the three and six months ended June 30, 2023 and 2022 was as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Commissions incurred $ 46,718 $ 38,423 $ 92,331 $ 75,238 Commissions capitalized in the current period (32,747) (28,326) (65,028) (54,155) Amortization of deferred commissions costs 23,378 18,413 45,267 35,996 Total commissions expense $ 37,349 $ 28,510 $ 72,570 $ 57,079 The Company determined that no deferred commissions were impaired as of June 30, 2023 and 2022. |
ALLOWANCE FOR CREDIT LOSSES
ALLOWANCE FOR CREDIT LOSSES | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
ALLOWANCE FOR CREDIT LOSSES | ALLOWANCE FOR CREDIT LOSSES The following tables detail the activity related to the allowance for credit losses for trade receivables by portfolio segment (in thousands): Six Months Ended June 30, 2023 CoStar Information Services Multifamily LoopNet Other Marketplaces Total Beginning balance at December 31, 2022 $ 4,510 $ 1,051 $ 4,347 $ 1,396 $ 891 $ 12,195 Current-period provision (release) for expected credit losses 8,781 504 2,092 2,603 (42) 13,938 Write-offs charged against the allowance, net of recoveries and other (8,072) (104) (910) (2,005) — (11,091) Ending balance at June 30, 2023 $ 5,219 $ 1,451 $ 5,529 $ 1,994 $ 849 $ 15,042 Six Months Ended June 30, 2022 CoStar Information Services Multifamily LoopNet Other Marketplaces Total Beginning balance at December 31, 2021 $ 5,380 $ 1,820 $ 3,393 $ 1,968 $ 813 $ 13,374 Current-period provision (release) for expected credit losses 3,422 (1,063) 2,676 1,805 50 6,890 Write-offs charged against the allowance, net of recoveries and other (4,708) 9 (2,849) (3,078) — (10,626) Ending balance at June 30, 2022 $ 4,094 $ 766 $ 3,220 $ 695 $ 863 $ 9,638 Credit loss expense is included in general and administrative expenses on the condensed consolidated statements of operations. Credit loss expense related to contract assets was not material for the six months ended June 30, 2023 and 2022. The majority of the Residential portfolio segment revenue is e-commerce-based and does not result in accounts receivable. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Business Immo In April 2022, the Company acquired Business Immo, a leading commercial real estate news service provider in France, for €5.8 million ($6.3 million), net of cash acquired, and the assumption of outstanding debt. As part of the Business Immo Acquisition, the Company recorded goodwill and intangible assets of $7.1 million and $3.9 million, respectively. The net assets of Business Immo were recorded at their estimated fair value. The Company retired the assumed debt in the second quarter of 2022. The impact of the Business Immo Acquisition on the Company's revenue and net income in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and related pro forma financial information was not material. |
INVESTMENTS AND FAIR VALUE MEAS
INVESTMENTS AND FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 and December 31, 2022, the Company's financial assets comprise Level 1 cash equivalents with original maturities of three months or less in the amount of $5.0 billion and $4.8 billion, respectively. The Company had no Level 2 or Level 3 financial assets measured at fair value. The Company holds other financial instruments, including cash deposits, accounts receivable, accounts payable, accrued expenses and Senior Notes. The carrying value for such financial instruments, other than the Senior Notes, each approximated their fair values as of June 30, 2023 and December 31, 2022. The estimated fair val ue of the Company's outstanding Senior Notes using quoted prices from the over-the-counter markets, considered Level 2 inputs, was $0.8 billion as of June 30, 2023 and December 31, 2022. |
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, 2023 and December 31, 2022, the Company's financial assets comprise Level 1 cash equivalents with original maturities of three months or less in the amount of $5.0 billion and $4.8 billion, respectively. The Company had no Level 2 or Level 3 financial assets measured at fair value. The Company holds other financial instruments, including cash deposits, accounts receivable, accounts payable, accrued expenses and Senior Notes. The carrying value for such financial instruments, other than the Senior Notes, each approximated their fair values as of June 30, 2023 and December 31, 2022. The estimated fair val ue of the Company's outstanding Senior Notes using quoted prices from the over-the-counter markets, considered Level 2 inputs, was $0.8 billion as of June 30, 2023 and December 31, 2022. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
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: 2023 2022 2023 2022 Cost of revenues $ 2,401 $ 1,725 $ 4,445 $ 4,278 Software development 1,482 1,345 3,015 3,129 Selling and marketing (excluding customer base amortization) 3,928 1,931 7,480 4,941 General and administrative 945 4,258 2,030 5,911 Total operating lease costs $ 8,756 $ 9,259 16,970 $ 18,259 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, 2023 and 2022. Supplemental balance sheet information related to operating leases was as follows (in thousands): Balance Balance Sheet Location June 30, December 31, 2022 Operating lease liabilities $ 115,945 $ 118,294 Less: imputed interest (7,091) (6,238) Present value of lease liabilities 108,854 112,056 Less: current portion of lease liabilities Lease liabilities 40,329 36,049 Long-term lease liabilities Lease and other long-term liabilities $ 68,525 $ 76,007 Weighted-average remaining lease term in years 3.8 3.6 Weighted-average discount rate 3.3 % 3.1 % Balance sheet information related to finance leases was not material as of June 30, 2023 and December 31, 2022. Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 19,382 $ 19,111 ROU assets obtained in exchange for lease obligations: Operating leases $ 10,496 $ 13,917 |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 30, 2023 | |
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, 2021 $ 2,145,846 $ 175,169 $ 2,321,015 Acquisitions, including measurement period adjustments (1) 3,401 7,095 10,496 Effect of foreign currency translation — (16,752) (16,752) Goodwill, December 31, 2022 2,149,247 165,512 2,314,759 Effect of foreign currency translation — 6,446 6,446 Goodwill, June 30, 2023 $ 2,149,247 $ 171,958 $ 2,321,205 __________________________ (1) North America goodwill recorded during the year ended December 31, 2022 relates to a measurement period adjustment for income taxes for Homes.com of $3.4 million. International goodwill recorded in connection with the Business Immo Acquisition was $7.1 million. No impairments of the Company's goodwill were recognized during the three and six months ended June 30, 2023 and 2022. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
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 $ 40,202 $ 40,422 5 Accumulated amortization (24,270) (20,693) Acquired technology and data, net 15,932 19,729 Acquired customer base 466,403 464,242 10 Accumulated amortization (309,209) (287,051) Acquired customer base, net 157,194 177,191 Acquired trade names and other intangible assets 247,907 247,361 13 Accumulated amortization (126,011) (114,975) Acquired trade names and other intangible assets, net 121,896 132,386 Intangible assets, net $ 295,022 $ 329,306 Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. No impairments of the Company's intangible assets were recognized during the six months ended June 30, 2023 and 2022. During the six months ended June 30, 2023, the Company removed $0.5 million of intangible assets that were fully amortized from the acquired intangible assets and accumulated amortization, which had no net impact on the Company's financial results. |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The table below presents the components of outstanding debt (in thousands): June 30, December 31, 2.800% Senior Notes due July 15, 2030 $ 1,000,000 $ 1,000,000 2020 Credit Agreement, due July 1, 2025 — — Total face amount of long-term debt 1,000,000 1,000,000 Senior Notes unamortized discount and issuance costs (10,142) (10,790) Long-term debt, net $ 989,858 $ 989,210 Senior Notes 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 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, 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 on January 15 and July 15. 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), 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’s obligations under the Senior Notes are guaranteed on a senior, unsecured basis by the Company’s domestic wholly owned subsidiaries, and the indenture governing the Senior Notes contains covenants, events of default and other customary provisions with which the Company was in compliance as of June 30, 2023. Revolving Credit Facility On July 1, 2020, the Company entered into the 2020 Credit Agreement, which provides for a $750 million revolving credit facility with a term of five years (maturing July 1, 2025) and a letter of credit sublimit of $20 million from a syndicate of financial institutions as lenders and issuing banks. A commitment fee of 0.25% to 0.30% per annum, depending on the Total Leverage Ratio (defined in 2020 Credit Agreement), is payable quarterly in arrears based on the unused revolving commitment. The Company and the syndicate of lenders and issuing banks entered into the First Amendment of the 2020 Credit Agreement in May 2023, which replaced LIBOR as the reference rate with Term SOFR for U.S. dollar denominated borrowings, SONIA rates for Sterling denominated borrowings and EURIBOR for Euro denominated borrowings. Borrowings under the 2020 Credit Agreement can be on a revolving basis or term basis, not to exceed the remaining term of the facility, and denominated in U.S. dollars, sterling, euros or other allowed currency at the Company's option, subject to a limit of $250 million U.S. dollar equivalent for non-U.S. dollar denominated borrowings. Borrowings 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 Term SOFR, SONIA rate or EURIBOR (with a floor of 0.0%) 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). Any borrowing with a Term SOFR reference rate includes an additional 0.10% credit spread adjustment. 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. The obligations under the 2020 Credit Agreement are guaranteed by each of the Company’s current and future direct or indirect wholly owned restricted domestic subsidiaries, other than certain excluded subsidiaries, in each case subject to certain exceptions, pursuant to guarantee agreements. 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. The 2020 Credit Agreement includes covenants, including ones that, subject to certain exceptions, restrict the ability of the Company and its subsidiaries to (i) merge and consolidate with other companies, (ii) incur indebtedness, (iii) grant liens or security interests on assets, (iv) make investments, acquisitions, loans or advances, (v) pay dividends and (vi) sell or otherwise transfer assets. As of June 30, 2023, the Company is in a Covenant Suspension Period. During any Covenant Suspension Period, the Company will not be subject to certain of these covenants such as restrictions on the ability to incur indebtedness. The 2020 Credit Agreement also requires the Company to maintain a Total Leverage Ratio (as defined in the 2020 Credit Agreement) not exceeding 4.50 to 1.00. The Company was in compliance with the covenants in the 2020 Credit Agreement as of June 30, 2023. As of June 30, 2023, the Company had no amounts drawn under this facility. The Company had $2.2 million and $2.7 million of deferred debt issuance costs as of June 30, 2023 and December 31, 2022, respectively, in connection with the 2020 Credit Agreement. These amounts are included in deposits and other assets on the Company's condensed consolidated balance sheets. The Company recognized interest expense as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Interest on outstanding borrowings $ 7,000 $ 7,000 $ 14,000 $ 14,000 Amortization of Senior Notes discount and issuance costs 600 590 1,197 1,178 Commitment fees and other 475 484 1,433 955 Total interest expense $ 8,075 $ 8,074 $ 16,630 $ 16,133 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe income tax provision reflects an effective tax rate of approximately 24% and 23% for the three months ended June 30, 2023 and 2022, respectively, and 24% and 25% for the six months ended June 30, 2023 and 2022, respectively. The increase in the effective tax rate for the three months ended June 30, 2023 was primarily due to higher income before income taxes for the three months ended June 30, 2023. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The following summarizes the Company's significant contractual obligations, including related payments due by period, as of June 30, 2023 (in thousands): Year Ending December 31, Operating lease obligations Long-term debt principal payments Long-term interest payments Remainder of 2023 $ 21,907 $ — $ 14,000 2024 39,989 — 28,000 2025 21,457 — 28,000 2026 11,273 — 28,000 2027 9,403 — 28,000 Thereafter 11,916 1,000,000 84,000 Total $ 115,945 $ 1,000,000 $ 210,000 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. 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, 2023 | |
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 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 2023 2022 2023 2022 North America $ 104,614 $ 138,527 $ 201,270 $ 294,489 International 595 1,481 1,787 3,949 Total EBITDA $ 105,209 $ 140,008 $ 203,057 $ 298,438 The reconciliation of net income to EBITDA consists of the following (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Net income $ 100,520 $ 83,473 $ 187,651 $ 172,791 Amortization of acquired intangible assets in cost of revenues 7,536 7,937 14,600 15,035 Amortization of acquired intangible assets in operating expenses 10,440 14,878 21,057 30,970 Depreciation and other amortization 8,087 7,010 16,033 13,975 Interest (income) expense, net (51,911) 3,399 (95,459) 11,117 Other income, net (609) (1,343) (1,190) (2,207) Income tax expense 31,146 24,654 60,365 56,757 EBITDA $ 105,209 $ 140,008 $ 203,057 $ 298,438 Summarized information by operating segment consists of the following (in thousands): June 30, December 31, Property and equipment, net: North America $ 356,058 $ 320,209 International 3,397 1,041 Total property and equipment, net $ 359,455 $ 321,250 Goodwill: North America $ 2,149,247 $ 2,149,247 International 171,958 165,512 Total goodwill $ 2,321,205 $ 2,314,759 Assets: North America $ 8,418,083 $ 8,146,239 International 273,591 256,231 Total assets $ 8,691,674 $ 8,402,470 Liabilities: North America $ 1,529,531 $ 1,486,237 International 61,071 46,112 Total liabilities $ 1,590,602 $ 1,532,349 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSThe Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the company did not identify any material subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net income | $ 100,520 | $ 87,131 | $ 83,473 | $ 89,318 | $ 187,651 | $ 172,791 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Accounting policies are consistent for each operating segment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. 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, 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, real estate agents and brokers and landlords, in each case, typically through a fixed monthly fee for its subscription-based services. Other subscription-based services include (i) real estate and lease management solutions to commercial customers, real estate investors and lenders, (ii) access to applications to manage workflow and advertising and marketing services for residential real estate agents, (iii) benchmarking and analytics for the hospitality industry and (iv) market research, portfolio and debt analysis, management and reporting capabilities. Subscription contract rates are generally based on the number of sites, number of users, organization size, the client’s business focus, geography, the number of properties reported on or analyzed, 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. Revenues from our subscription-based contracts were approximately 95% and 93% of total revenues for the three months ended June 30, 2023 and 2022, respectively, and 95% and 93% of total revenues for the six months ended June 30, 2023 and 2022, respectively. The Company also derives revenues from transaction-based services including: (i) an online auction platform for commercial real estate through Ten-X, (ii) providing online tenant applications, including background and credit checks, and rental payment processing and (iii) ancillary products and services that are sold on an ad hoc basis. 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 obligations. 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. Revenues from transaction-based services are recognized when the promised product or services are delivered, which, in the case of Ten-X auctions, is at the time of a successful closing for the sale of a property. 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. Sales commissions that do not represent incremental costs of obtaining a contract, or that would otherwise be amortized over a period of one year or less, are not subject to capitalization. |
Cost of Revenues | Cost of Revenues Cost of revenues principally consists of salaries, benefits, bonuses, stock-based compensation expenses and other indirect costs for the Company's researchers who collect and analyze the 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, product hosting costs and costs related to advertising purchased on behalf of customers, 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 certain other intangible assets. |
Foreign Currency Translation | Foreign Currency Translation 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 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 income, net in the condensed consolidated statements of operations using the average exchange rates in effect during the period. The Company recognized a net foreign currency loss of $0.4 million for the three months ended June 30, 2023 and a net foreign currency gain of $0.9 million for the three months ended June 30, 2022. The Company recognized a net foreign currency loss of $0.8 million for the six months ended June 30, 2023 and a net foreign currency gain of $1.3 million for the six months ended June 30, 2022. |
Advertising Costs | Advertising CostsThe Company expenses advertising costs as incurred. Advertising costs include SEM, other digital marketing, television, radio, print and other media advertising. |
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. The Company has elected to record the GILTI under the current-period cost method. |
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 condensed 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 service period of the awards, net of an estimated forfeiture rate. For equity instruments that vest based on achievement of both a performance and market condition, stock-based compensation expense is recognized over the service period of the awards based on the expected achievement of the related performance conditions at the end of each reporting period. If the Company's initial estimates of the achievement of the performance conditions change, the related stock-based compensation expense 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, which includes the recent market price and volatility of the Company's shares. When |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Allowance for Credit Losses | Allowance for Credit Losses The Company maintains an allowance for credit losses to cover its current expected credit losses 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 and historical write-off trends. Based on the Company’s experience, the customer's delinquency status, which is analyzed periodically, is the strongest indicator of the credit quality of the underlying trade receivables. 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 outstanding. Under the CECL impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on five 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 Portfolio Segment - The CoStar portfolio segment consists of two classes of trade receivables based on geographical location: North America and International. • Information Services Portfolio Segment - The Information Services portfolio segment consists of four classes of trade receivables: CoStar Real Estate Manager; Information Services, North America; STR, North America; and STR, International. • Multifamily Portfolio Segment - The Multifamily portfolio segment consists of one class of trade receivables. • LoopNet Portfolio Segment - The LoopNet portfolio segment consists of one class of trade receivables. • Other Marketplaces Portfolio Segment - The Other Marketplaces portfolio segment consists of two classes of trade receivables: Ten-X and other marketplaces. The majority of Residential revenues is e-commerce-based, where payments are collected at the time of sale, and does not result in accounts receivable. Residential accounts receivable and the related allowance for credit losses are not material. |
Leases | Leases The determination of whether an arrangement contains a lease and the classification of a lease, if applicable, is made at the commencement of the arrangement, at which time the Company also measures and recognizes an 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 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. Upon commencement, the initial 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 and 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. |
Long-Lived Assets, Intangible Assets and Goodwill | 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. The Company removes the cost and accumulated amortization of intangible assets as they become fully amortized. 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 the Company 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 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 |
Business Combinations | Business Combinations The Company generally allocates the purchase consideration to the tangible assets acquired and liabilities assumed and intangible assets acquired based on their estimated fair values. The purchase price is, generally, determined based on the fair value of the assets transferred, liabilities assumed 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. The Company applies significant assumptions, estimates and judgments in determining the fair value of assets acquired and liabilities assumed on the acquisition date, 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, 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, to determine their estimated amounts. 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 In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 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. Originally, the guidance was effective for fiscal years beginning after January 1, 2021, including interim periods within those fiscal years. However, in response to the deferral of the cessation date for certain overnight LIBOR measures, the FASB issued ASU 2022-06 on December 21, 2022, which extends the sunset date of Topic 848 to December 31, 2024. The Company's 2020 Credit Agreement provides for a $750 million revolving credit facility and a letter of credit sublimit of $20 million, with interest rates previously benchmarked to LIBOR. The Company adopted this accounting pronouncement with the execution of the First Amendment to the 2020 Credit Agreement in May 2023. See Note 10 for further discussion of the Company's accounting for its outstanding debt, revolving credit facility and related issuance costs. This guidance provides an optional practical expedient that allows qualifying modifications to be |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss, net of tax, were as follows (in thousands): June 30, December 31, Foreign currency translation loss $ (21,604) $ (29,075) Total accumulated other comprehensive loss $ (21,604) $ (29,075) |
Schedule of 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: 2023 2022 2023 2022 Net income $ 100,520 $ 83,473 $ 187,651 $ 172,791 Denominator: Denominator for basic net income per share — weighted-average outstanding shares 405,429 393,342 404,960 393,119 Effect of dilutive securities: Stock options, restricted stock awards and restricted stock units 1,322 1,136 1,494 1,237 Denominator for diluted net income per share — weighted-average outstanding shares 406,751 394,478 406,454 394,356 Net income per share — basic $ 0.25 $ 0.21 $ 0.46 $ 0.44 Net income per share — diluted $ 0.25 $ 0.21 $ 0.46 $ 0.44 |
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 2023 2022 2023 2022 Performance-based restricted stock awards 681 621 681 621 Anti-dilutive securities 502 1,620 1,082 1,342 |
Schedule of 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 ESPP, DSUs and Matching RSUs awarded under the MSPP included in the Company’s condensed consolidated statements of operations were as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Cost of revenues $ 3,522 $ 2,991 $ 6,905 $ 5,961 Selling and marketing (excluding customer base amortization) 2,375 1,985 4,589 3,648 Software development 4,335 2,998 8,361 6,104 General and administrative 11,594 10,138 22,016 20,246 Total stock-based compensation expense $ 21,826 $ 18,112 $ 41,871 $ 35,959 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Revenues by operating segment and type of service consist of the following (in thousands): Three Months Ended June 30, 2023 2022 North America International Total North America International Total CoStar $ 219,573 $ 9,596 $ 229,169 $ 197,380 $ 9,186 $ 206,566 Information Services 32,213 9,708 41,921 30,511 7,991 38,502 Multifamily 224,291 — 224,291 182,359 — 182,359 LoopNet 63,268 2,295 65,563 54,603 1,694 56,297 Residential 12,708 — 12,708 20,154 — 20,154 Other Marketplaces 32,254 — 32,254 32,430 — 32,430 Total revenues $ 584,307 $ 21,599 $ 605,906 $ 517,437 $ 18,871 $ 536,308 Six Months Ended June 30, 2023 2022 North America International Total North America International Total CoStar $ 435,386 $ 18,796 $ 454,182 $ 386,484 $ 18,731 $ 405,215 Information Services 64,313 19,237 83,550 60,782 14,935 75,717 Multifamily 434,988 — 434,988 357,836 — 357,836 LoopNet 124,447 4,353 128,800 107,291 3,453 110,744 Residential 25,861 — 25,861 38,214 — 38,214 Other Marketplaces 62,891 — 62,891 64,407 — 64,407 Total revenues $ 1,147,886 $ 42,386 $ 1,190,272 $ 1,015,014 $ 37,119 $ 1,052,133 |
Schedule of Contract with Customer, Asset and Liability | Deferred revenue as of June 30, 2023 and December 31, 2022 were as follows (in thousands): Balance Balance Sheet Caption June 30, December 31, Current portion Deferred revenue $ 113,231 $ 103,567 Non-current portion Lease and other long-term liabilities 227 215 Total deferred revenue $ 113,458 $ 103,782 Changes in deferred revenue for the period were as follows (in thousands): Balance at December 31, 2022 $ 103,782 Revenues recognized in the current period from the amounts in the beginning balance (82,503) New deferrals, net of amounts recognized in the current period 91,376 Effects of foreign currency 803 Balance at June 30, 2023 $ 113,458 Balance Balance Sheet Caption June 30, December 31, Current portion Prepaid expenses and other current assets $ 4,786 $ 3,953 Non-current portion Deposits and other assets 8,541 8,464 Total contract assets $ 13,327 $ 12,417 |
Schedule of Commissions Expense | Commissions expense activity for the three and six months ended June 30, 2023 and 2022 was as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Commissions incurred $ 46,718 $ 38,423 $ 92,331 $ 75,238 Commissions capitalized in the current period (32,747) (28,326) (65,028) (54,155) Amortization of deferred commissions costs 23,378 18,413 45,267 35,996 Total commissions expense $ 37,349 $ 28,510 $ 72,570 $ 57,079 |
ALLOWANCE FOR CREDIT LOSSES (Ta
ALLOWANCE FOR CREDIT LOSSES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
Schedule of Financing Receivable, Allowance for Credit Loss | The following tables detail the activity related to the allowance for credit losses for trade receivables by portfolio segment (in thousands): Six Months Ended June 30, 2023 CoStar Information Services Multifamily LoopNet Other Marketplaces Total Beginning balance at December 31, 2022 $ 4,510 $ 1,051 $ 4,347 $ 1,396 $ 891 $ 12,195 Current-period provision (release) for expected credit losses 8,781 504 2,092 2,603 (42) 13,938 Write-offs charged against the allowance, net of recoveries and other (8,072) (104) (910) (2,005) — (11,091) Ending balance at June 30, 2023 $ 5,219 $ 1,451 $ 5,529 $ 1,994 $ 849 $ 15,042 Six Months Ended June 30, 2022 CoStar Information Services Multifamily LoopNet Other Marketplaces Total Beginning balance at December 31, 2021 $ 5,380 $ 1,820 $ 3,393 $ 1,968 $ 813 $ 13,374 Current-period provision (release) for expected credit losses 3,422 (1,063) 2,676 1,805 50 6,890 Write-offs charged against the allowance, net of recoveries and other (4,708) 9 (2,849) (3,078) — (10,626) Ending balance at June 30, 2022 $ 4,094 $ 766 $ 3,220 $ 695 $ 863 $ 9,638 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of 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: 2023 2022 2023 2022 Cost of revenues $ 2,401 $ 1,725 $ 4,445 $ 4,278 Software development 1,482 1,345 3,015 3,129 Selling and marketing (excluding customer base amortization) 3,928 1,931 7,480 4,941 General and administrative 945 4,258 2,030 5,911 Total operating lease costs $ 8,756 $ 9,259 16,970 $ 18,259 |
Schedule of 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, December 31, 2022 Operating lease liabilities $ 115,945 $ 118,294 Less: imputed interest (7,091) (6,238) Present value of lease liabilities 108,854 112,056 Less: current portion of lease liabilities Lease liabilities 40,329 36,049 Long-term lease liabilities Lease and other long-term liabilities $ 68,525 $ 76,007 Weighted-average remaining lease term in years 3.8 3.6 Weighted-average discount rate 3.3 % 3.1 % |
Schedule of Supplemental Cash Flow Information for Leases | Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 19,382 $ 19,111 ROU assets obtained in exchange for lease obligations: Operating leases $ 10,496 $ 13,917 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2021 $ 2,145,846 $ 175,169 $ 2,321,015 Acquisitions, including measurement period adjustments (1) 3,401 7,095 10,496 Effect of foreign currency translation — (16,752) (16,752) Goodwill, December 31, 2022 2,149,247 165,512 2,314,759 Effect of foreign currency translation — 6,446 6,446 Goodwill, June 30, 2023 $ 2,149,247 $ 171,958 $ 2,321,205 __________________________ (1) North America goodwill recorded during the year ended December 31, 2022 relates to a measurement period adjustment for income taxes for Homes.com of $3.4 million. International goodwill recorded in connection with the Business Immo Acquisition was $7.1 million. |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 $ 40,202 $ 40,422 5 Accumulated amortization (24,270) (20,693) Acquired technology and data, net 15,932 19,729 Acquired customer base 466,403 464,242 10 Accumulated amortization (309,209) (287,051) Acquired customer base, net 157,194 177,191 Acquired trade names and other intangible assets 247,907 247,361 13 Accumulated amortization (126,011) (114,975) Acquired trade names and other intangible assets, net 121,896 132,386 Intangible assets, net $ 295,022 $ 329,306 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The table below presents the components of outstanding debt (in thousands): June 30, December 31, 2.800% Senior Notes due July 15, 2030 $ 1,000,000 $ 1,000,000 2020 Credit Agreement, due July 1, 2025 — — Total face amount of long-term debt 1,000,000 1,000,000 Senior Notes unamortized discount and issuance costs (10,142) (10,790) Long-term debt, net $ 989,858 $ 989,210 |
Schedule of Interest Expense | The Company recognized interest expense as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Interest on outstanding borrowings $ 7,000 $ 7,000 $ 14,000 $ 14,000 Amortization of Senior Notes discount and issuance costs 600 590 1,197 1,178 Commitment fees and other 475 484 1,433 955 Total interest expense $ 8,075 $ 8,074 $ 16,630 $ 16,133 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lessee, Operating Lease, Liability, Maturity | The following summarizes the Company's significant contractual obligations, including related payments due by period, as of June 30, 2023 (in thousands): Year Ending December 31, Operating lease obligations Long-term debt principal payments Long-term interest payments Remainder of 2023 $ 21,907 $ — $ 14,000 2024 39,989 — 28,000 2025 21,457 — 28,000 2026 11,273 — 28,000 2027 9,403 — 28,000 Thereafter 11,916 1,000,000 84,000 Total $ 115,945 $ 1,000,000 $ 210,000 |
Schedule of Maturities of Long-term Debt | The following summarizes the Company's significant contractual obligations, including related payments due by period, as of June 30, 2023 (in thousands): Year Ending December 31, Operating lease obligations Long-term debt principal payments Long-term interest payments Remainder of 2023 $ 21,907 $ — $ 14,000 2024 39,989 — 28,000 2025 21,457 — 28,000 2026 11,273 — 28,000 2027 9,403 — 28,000 Thereafter 11,916 1,000,000 84,000 Total $ 115,945 $ 1,000,000 $ 210,000 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Summarized Information by Operating Segment | Summarized EBITDA information by operating segment consists of the following (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 North America $ 104,614 $ 138,527 $ 201,270 $ 294,489 International 595 1,481 1,787 3,949 Total EBITDA $ 105,209 $ 140,008 $ 203,057 $ 298,438 |
Schedule of 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 2023 2022 2023 2022 Net income $ 100,520 $ 83,473 $ 187,651 $ 172,791 Amortization of acquired intangible assets in cost of revenues 7,536 7,937 14,600 15,035 Amortization of acquired intangible assets in operating expenses 10,440 14,878 21,057 30,970 Depreciation and other amortization 8,087 7,010 16,033 13,975 Interest (income) expense, net (51,911) 3,399 (95,459) 11,117 Other income, net (609) (1,343) (1,190) (2,207) Income tax expense 31,146 24,654 60,365 56,757 EBITDA $ 105,209 $ 140,008 $ 203,057 $ 298,438 |
Schedule of 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 $ 356,058 $ 320,209 International 3,397 1,041 Total property and equipment, net $ 359,455 $ 321,250 Goodwill: North America $ 2,149,247 $ 2,149,247 International 171,958 165,512 Total goodwill $ 2,321,205 $ 2,314,759 Assets: North America $ 8,418,083 $ 8,146,239 International 273,591 256,231 Total assets $ 8,691,674 $ 8,402,470 Liabilities: North America $ 1,529,531 $ 1,486,237 International 61,071 46,112 Total liabilities $ 1,590,602 $ 1,532,349 |
ORGANIZATION (Details)
ORGANIZATION (Details) | 6 Months Ended |
Jun. 30, 2023 operating_segment | |
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) (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Term of subscription-based license agreements | 1 year | |||
Percentage of total revenue | 0.95 | 0.93 | 0.95 | 0.93 |
Amortization period of deferred sales commissions | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Foreign Currency Translation and Accumulated Other Comprehensive Loss) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||||
Foreign currency transaction gain (loss), realized | $ 400,000 | $ (900,000) | $ 800,000 | $ (1,300,000) | |
Accumulated Other Comprehensive Loss Net of Tax [Abstract] | |||||
Foreign currency translation loss | (21,604,000) | (21,604,000) | $ (29,075,000) | ||
Total accumulated other comprehensive loss | (21,604,000) | (21,604,000) | $ (29,075,000) | ||
Reclassification out of accumulated other comprehensive loss | $ 0 | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Advertising Costs) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Advertising costs | $ 141 | $ 92 | $ 253 | $ 146 |
SUMMARY OF SIGNIFICANT ACCOUN_7
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, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net income | $ 100,520 | $ 87,131 | $ 83,473 | $ 89,318 | $ 187,651 | $ 172,791 |
Denominator: | ||||||
Denominator for basic net income per share - weighted-average outstanding shares (in shares) | 405,429 | 393,342 | 404,960 | 393,119 | ||
Effect of dilutive securities: | ||||||
Stock options, restricted stock awards and restricted stock units (in shares) | 1,322 | 1,136 | 1,494 | 1,237 | ||
Denominator for diluted net income per share — weighted average outstanding shares (in shares) | 406,751 | 394,478 | 406,454 | 394,356 | ||
Net income per share - basic (in dollars per share) | $ 0.25 | $ 0.21 | $ 0.46 | $ 0.44 | ||
Net income per share - diluted (in USD per share) | $ 0.25 | $ 0.21 | $ 0.46 | $ 0.44 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Anti-dilutive Shares) (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 502 | 1,620 | 1,082 | 1,342 |
Performance-based restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 681 | 621 | 681 | 621 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Stock-Based Compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | $ 21,826 | $ 18,112 | $ 41,871 | $ 35,959 |
Cost of revenues | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | 3,522 | 2,991 | 6,905 | 5,961 |
Selling and marketing (excluding customer base amortization) | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | 2,375 | 1,985 | 4,589 | 3,648 |
Software development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | 4,335 | 2,998 | 8,361 | 6,104 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | $ 11,594 | $ 10,138 | $ 22,016 | $ 20,246 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cash, Cash Equivalents and Restricted Cash Narrative) (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Restricted cash | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Allowance for Credit Losses) (Details) | Jun. 30, 2023 numberOfReceivable operating_segment |
Accounting Policies [Abstract] | |
Number of portfolio segments | operating_segment | 5 |
Number of classes of trade receivables based on location | 2 |
Number of trade receivables in information services portfolio | 4 |
Number of trade receivables in multifamily portfolio | 1 |
Number of trade receivables in loop net portfolio | 1 |
Number of trade receivables in other marketplaces portfolio segment | 2 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Recent Accounting Pronouncements) (Details) - 2020 Credit Agreement - USD ($) | Jun. 30, 2023 | Jul. 01, 2020 |
Revolving Loans and Letters of Credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, amount outstanding | $ 0 | $ 750,000,000 |
Maximum borrowing capacity | 750,000,000 | |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 20,000,000 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 605,906 | $ 536,308 | $ 1,190,272 | $ 1,052,133 |
CoStar | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 229,169 | 206,566 | 454,182 | 405,215 |
Information Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 41,921 | 38,502 | 83,550 | 75,717 |
Multifamily | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 224,291 | 182,359 | 434,988 | 357,836 |
LoopNet | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 65,563 | 56,297 | 128,800 | 110,744 |
Residential | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,708 | 20,154 | 25,861 | 38,214 |
Other Marketplaces | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 32,254 | 32,430 | 62,891 | 64,407 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 584,307 | 517,437 | 1,147,886 | 1,015,014 |
North America | CoStar | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 219,573 | 197,380 | 435,386 | 386,484 |
North America | Information Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 32,213 | 30,511 | 64,313 | 60,782 |
North America | Multifamily | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 224,291 | 182,359 | 434,988 | 357,836 |
North America | LoopNet | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 63,268 | 54,603 | 124,447 | 107,291 |
North America | Residential | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,708 | 20,154 | 25,861 | 38,214 |
North America | Other Marketplaces | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 32,254 | 32,430 | 62,891 | 64,407 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 21,599 | 18,871 | 42,386 | 37,119 |
International | CoStar | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,596 | 9,186 | 18,796 | 18,731 |
International | Information Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,708 | 7,991 | 19,237 | 14,935 |
International | Multifamily | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
International | LoopNet | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,295 | 1,694 | 4,353 | 3,453 |
International | Residential | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
International | Other Marketplaces | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS (Deferred Revenue) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 113,231 | $ 103,567 |
Lease and other long-term liabilities | 227 | 215 |
Total deferred revenue | $ 113,458 | $ 103,782 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS (Contract Assets and Liabilities) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Change in Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 103,782 | |
Revenues recognized in the current period from the amounts in the beginning balance | (82,503) | |
New deferrals, net of amounts recognized in the current period | 91,376 | |
Effects of foreign currency | 803 | |
Ending balance | 113,458 | |
Current liability | 113,231 | $ 103,567 |
Lease and other long-term liabilities | $ 227 | $ 215 |
REVENUE FROM CONTRACTS WITH C_6
REVENUE FROM CONTRACTS WITH CUSTOMERS (Contract Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Current portion | $ 4,786 | $ 3,953 |
Non-current portion | 8,541 | 8,464 |
Total contract assets | $ 13,327 | $ 12,417 |
REVENUE FROM CONTRACTS WITH C_7
REVENUE FROM CONTRACTS WITH CUSTOMERS (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | $ 400,000 | $ 900,000 | |
Revenue, remaining performance obligation | $ 406,000,000 | 406,000,000 | |
Deferred sales commissions of impaired | $ 0 | $ 0 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 5 years | 5 years |
REVENUE FROM CONTRACTS WITH C_8
REVENUE FROM CONTRACTS WITH CUSTOMERS (Commissions) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Commissions incurred | $ 46,718 | $ 38,423 | $ 92,331 | $ 75,238 |
Commissions capitalized in the current period | (32,747) | (28,326) | (65,028) | (54,155) |
Amortization of deferred commissions costs | 23,378 | 18,413 | 45,267 | 35,996 |
Total commissions expense | $ 37,349 | $ 28,510 | $ 72,570 | $ 57,079 |
ALLOWANCE FOR CREDIT LOSSES (De
ALLOWANCE FOR CREDIT LOSSES (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 12,195 | $ 13,374 |
Current-period provision (release) for expected credit losses | 13,938 | 6,890 |
Write-offs charged against the allowance, net of recoveries and other | (11,091) | (10,626) |
Ending balance | 15,042 | 9,638 |
CoStar | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | 4,510 | 5,380 |
Current-period provision (release) for expected credit losses | 8,781 | 3,422 |
Write-offs charged against the allowance, net of recoveries and other | (8,072) | (4,708) |
Ending balance | 5,219 | 4,094 |
Information Services | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | 1,051 | 1,820 |
Current-period provision (release) for expected credit losses | 504 | (1,063) |
Write-offs charged against the allowance, net of recoveries and other | (104) | 9 |
Ending balance | 1,451 | 766 |
Multifamily | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | 4,347 | 3,393 |
Current-period provision (release) for expected credit losses | 2,092 | 2,676 |
Write-offs charged against the allowance, net of recoveries and other | (910) | (2,849) |
Ending balance | 5,529 | 3,220 |
LoopNet | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | 1,396 | 1,968 |
Current-period provision (release) for expected credit losses | 2,603 | 1,805 |
Write-offs charged against the allowance, net of recoveries and other | (2,005) | (3,078) |
Ending balance | 1,994 | 695 |
Other Marketplaces | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | 891 | 813 |
Current-period provision (release) for expected credit losses | (42) | 50 |
Write-offs charged against the allowance, net of recoveries and other | 0 | 0 |
Ending balance | $ 849 | $ 863 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) $ in Thousands, € in Millions | 1 Months Ended | 6 Months Ended | ||
Apr. 30, 2022 USD ($) | Apr. 30, 2022 EUR (€) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||
Cash paid for acquisitions, net of cash acquired | $ 0 | $ 6,331 | ||
Business Immo | ||||
Business Acquisition [Line Items] | ||||
Cash paid for acquisitions, net of cash acquired | $ 6,300 | € 5.8 | ||
Goodwill acquired | 7,100 | |||
Business combination, identifiable assets acquired and liabilities assumed | $ 3,900 |
INVESTMENTS AND FAIR VALUE ME_2
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt outstanding, fair value | $ 800,000,000 | $ 800,000,000 |
Cash Equivalents | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 5,000,000,000 | 4,800,000,000 |
Cash Equivalents | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 0 | 0 |
Cash Equivalents | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 0 | $ 0 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) | Jun. 30, 2023 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 1 year |
Maximum | |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Total operating lease costs | $ 8,756 | $ 9,259 | $ 16,970 | $ 18,259 |
Cost of revenues | ||||
Lessee, Lease, Description [Line Items] | ||||
Total operating lease costs | 2,401 | 1,725 | 4,445 | 4,278 |
Software development | ||||
Lessee, Lease, Description [Line Items] | ||||
Total operating lease costs | 1,482 | 1,345 | 3,015 | 3,129 |
Selling and marketing (excluding customer base amortization) | ||||
Lessee, Lease, Description [Line Items] | ||||
Total operating lease costs | 3,928 | 1,931 | 7,480 | 4,941 |
General and administrative | ||||
Lessee, Lease, Description [Line Items] | ||||
Total operating lease costs | $ 945 | $ 4,258 | $ 2,030 | $ 5,911 |
LEASES (Supplemental Balance Sh
LEASES (Supplemental Balance Sheet Information Related to Leases) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Total | $ 115,945 | $ 118,294 |
Less: imputed interest | (7,091) | (6,238) |
Present value of lease liabilities | 108,854 | 112,056 |
Lease liabilities | 40,329 | 36,049 |
Long-term lease liabilities | $ 68,525 | $ 76,007 |
Weighted-average remaining lease term in years | 3 years 9 months 18 days | 3 years 7 months 6 days |
Weighted-average discount rate | 3.30% | 3.10% |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Lease and other long-term liabilities | Lease and other long-term liabilities |
LEASES (Supplemental Cash Flow
LEASES (Supplemental Cash Flow Information Related to Leases) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used in operating leases | $ 19,382 | $ 19,111 |
ROU assets obtained in exchange for lease obligations: | ||
Operating leases | $ 10,496 | $ 13,917 |
GOODWILL (Goodwill by Segment)
GOODWILL (Goodwill by Segment) (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Apr. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 2,314,759 | $ 2,321,015 | |
Acquisitions, including measurement period adjustments | 10,496 | ||
Effect of foreign currency translation | 6,446 | (16,752) | |
Goodwill, ending balance | 2,321,205 | 2,314,759 | |
North America | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 2,149,247 | 2,145,846 | |
Acquisitions, including measurement period adjustments | 3,401 | ||
Effect of foreign currency translation | 0 | 0 | |
Goodwill, ending balance | 2,149,247 | 2,149,247 | |
International | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 165,512 | 175,169 | |
Acquisitions, including measurement period adjustments | 7,095 | ||
Effect of foreign currency translation | 6,446 | (16,752) | |
Goodwill, ending balance | $ 171,958 | 165,512 | |
Homes.com | North America | |||
Goodwill [Roll Forward] | |||
Goodwill, measuring period adjustment | 3,400 | ||
Business Immo | |||
Goodwill [Roll Forward] | |||
Goodwill acquired | $ 7,100 | ||
Business Immo | International | |||
Goodwill [Roll Forward] | |||
Goodwill acquired | $ 7,100 |
GOODWILL (Narrative) (Details)
GOODWILL (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill [Abstract] | ||||
Impairment loss | $ 0 | $ 0 | $ 0 | $ 0 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 295,022,000 | $ 329,306,000 | |
Impairment of intangible assets, finite-lived | 0 | $ 0 | |
Indefinite-lived intangible assets, written off | 500,000 | ||
Acquired technology and data | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 40,202,000 | 40,422,000 | |
Accumulated amortization | (24,270,000) | (20,693,000) | |
Intangible assets, net | $ 15,932,000 | 19,729,000 | |
Weighted- Average Amortization Period (in years) | 5 years | ||
Acquired customer base | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $ 466,403,000 | 464,242,000 | |
Accumulated amortization | (309,209,000) | (287,051,000) | |
Intangible assets, net | $ 157,194,000 | 177,191,000 | |
Weighted- Average Amortization Period (in years) | 10 years | ||
Acquired trade names and other intangible assets | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $ 247,907,000 | 247,361,000 | |
Accumulated amortization | (126,011,000) | (114,975,000) | |
Intangible assets, net | $ 121,896,000 | $ 132,386,000 | |
Weighted- Average Amortization Period (in years) | 13 years |
LONG-TERM DEBT (Schedule of Deb
LONG-TERM DEBT (Schedule of Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jul. 01, 2020 |
Debt Instrument [Line Items] | |||
Total face amount of long-term debt | $ 1,000,000 | $ 1,000,000 | |
Senior Notes unamortized discount and issuance costs | (10,142) | (10,790) | |
Long-term debt, net | 989,858 | 989,210 | |
2.800% Senior Notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.80% | ||
Total face amount of long-term debt | 1,000,000 | 1,000,000 | $ 1,000,000 |
2020 Credit Agreement | |||
Debt Instrument [Line Items] | |||
Total face amount of long-term debt | $ 0 | $ 0 |
LONG-TERM DEBT (Narrative) (Det
LONG-TERM DEBT (Narrative) (Details) | 6 Months Ended | ||
Jul. 01, 2020 USD ($) occasion | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||
Total face amount of long-term debt | $ 1,000,000,000 | $ 1,000,000,000 | |
Number of allowable increase requests | occasion | 5 | ||
2.800% Senior Notes | |||
Debt Instrument [Line Items] | |||
Total face amount of long-term debt | $ 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Stated interest rate | 2.80% | ||
Discounted rate par value | 99.921% | ||
Redemption price rate | 100% | ||
2020 Credit Agreement | |||
Debt Instrument [Line Items] | |||
Total face amount of long-term debt | 0 | 0 | |
2020 Credit Agreement | Other Assets | |||
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 2,200,000 | $ 2,700,000 | |
2020 Credit Agreement | Revolving Loans and Letters of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 750,000,000 | ||
Term of credit facility | 5 years | ||
Total leverage ratio | 4.50 | ||
Line of credit facility, amount outstanding | $ 750,000,000 | $ 0 | |
2020 Credit Agreement | Revolving Loans and Letters of Credit | Minimum | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.25% | ||
2020 Credit Agreement | Revolving Loans and Letters of Credit | Maximum | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.30% | ||
2020 Credit Agreement | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 20,000,000 | ||
2020 Credit Agreement | Letter of Credit | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Basis spread | 0% | ||
2020 Credit Agreement | Letter of Credit | Adjustment to SOFR | |||
Debt Instrument [Line Items] | |||
Basis spread | 0.10% | ||
2020 Credit Agreement | Letter of Credit | Minimum | Alternate Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread | 0.50% | ||
2020 Credit Agreement | Letter of Credit | Minimum | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Basis spread | 1.50% | ||
2020 Credit Agreement | Letter of Credit | Maximum | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 250,000,000 | ||
2020 Credit Agreement | Letter of Credit | Maximum | Alternate Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread | 1.25% | ||
2020 Credit Agreement | Letter of Credit | Maximum | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Basis spread | 2.25% |
LONG-TERM DEBT (Interest) (Deta
LONG-TERM DEBT (Interest) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Total interest expense | $ 8,075 | $ 8,074 | $ 16,630 | $ 16,133 |
Amortization of Senior Notes discount and issuance costs | 600 | 590 | 1,197 | 1,178 |
Commitment fees and other | 475 | 484 | 1,433 | 955 |
Borrowings | ||||
Debt Instrument [Line Items] | ||||
Total interest expense | $ 7,000 | $ 7,000 | $ 14,000 | $ 14,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 24% | 23% | 24% | 25% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Operating lease obligations | ||
Remainder of 2023 | $ 21,907 | |
2024 | 39,989 | |
2025 | 21,457 | |
2026 | 11,273 | |
2027 | 9,403 | |
Thereafter | 11,916 | |
Total | 115,945 | $ 118,294 |
Long-term debt principal payments | ||
Remainder of 2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 1,000,000 | |
Total | 1,000,000 | |
Long-term interest payments | ||
Remainder of 2023 | 14,000 | |
2024 | 28,000 | |
2025 | 28,000 | |
2026 | 28,000 | |
2027 | 28,000 | |
Thereafter | 84,000 | |
Total | $ 210,000 |
SEGMENT REPORTING (Narrative) (
SEGMENT REPORTING (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2023 operating_segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
SEGMENT REPORTING (EBITDA) (Det
SEGMENT REPORTING (EBITDA) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total EBITDA | $ 105,209 | $ 140,008 | $ 203,057 | $ 298,438 |
North America | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total EBITDA | 104,614 | 138,527 | 201,270 | 294,489 |
International | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total EBITDA | $ 595 | $ 1,481 | $ 1,787 | $ 3,949 |
SEGMENT REPORTING (Reconciliati
SEGMENT REPORTING (Reconciliation of Net Income (Loss) to EBITDA) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting [Abstract] | ||||||
Net income | $ 100,520 | $ 87,131 | $ 83,473 | $ 89,318 | $ 187,651 | $ 172,791 |
Amortization of acquired intangible assets in cost of revenues | 7,536 | 7,937 | 14,600 | 15,035 | ||
Amortization of acquired intangible assets in operating expenses | 10,440 | 14,878 | 21,057 | 30,970 | ||
Depreciation and other amortization | 8,087 | 7,010 | 16,033 | 13,975 | ||
Interest (income) expense, net | (51,911) | 3,399 | (95,459) | 11,117 | ||
Other income, net | (609) | (1,343) | (1,190) | (2,207) | ||
Income tax expense | 31,146 | 24,654 | 60,365 | 56,757 | ||
EBITDA | $ 105,209 | $ 140,008 | $ 203,057 | $ 298,438 |
SEGMENT REPORTING (Summarized I
SEGMENT REPORTING (Summarized Information) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | |||
Total property and equipment, net | $ 359,455 | $ 321,250 | |
Total goodwill | 2,321,205 | 2,314,759 | $ 2,321,015 |
Total assets | 8,691,674 | 8,402,470 | |
Total liabilities | 1,590,602 | 1,532,349 | |
North America | |||
Segment Reporting Information [Line Items] | |||
Total goodwill | 2,149,247 | 2,149,247 | 2,145,846 |
International | |||
Segment Reporting Information [Line Items] | |||
Total goodwill | 171,958 | 165,512 | $ 175,169 |
Operating Segments | North America | |||
Segment Reporting Information [Line Items] | |||
Total property and equipment, net | 356,058 | 320,209 | |
Total goodwill | 2,149,247 | 2,149,247 | |
Total assets | 8,418,083 | 8,146,239 | |
Total liabilities | 1,529,531 | 1,486,237 | |
Operating Segments | International | |||
Segment Reporting Information [Line Items] | |||
Total property and equipment, net | 3,397 | 1,041 | |
Total goodwill | 171,958 | 165,512 | |
Total assets | 273,591 | 256,231 | |
Total liabilities | $ 61,071 | $ 46,112 |