UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2020~~March 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 0-24531

CoStar Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware						52-2091509
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


1331 L Street, NW
Washington,	DC	20005

(Address of principal executive offices) (Zip Code)

(202) 346-6500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock ($0.01 par value)	CSGP	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of ~~October~~April 23, ~~2020,~~2021, there were ~~39,418,077~~39,493,550 shares of the registrant’s common stock outstanding.

COSTAR GROUP, INC.

FORM 10-Q

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Condensed Consolidated Statements of Operations	4

	Condensed Consolidated Statements of Comprehensive Income	5

	Condensed Consolidated Balance Sheets	6

	Condensed Consolidated Statements of Changes in Stockholders’ Equity	7

	Condensed Consolidated Statements of Cash Flows	9

	Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3130

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4943

Item 4.	Controls and Procedures	5044

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	5145

Item 1A.	Risk Factors	5145

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5246

Item 3.	Defaults Upon Senior Securities	5246

Item 4.	Mine Safety Disclosures	5246

Item 5.	Other Information	5246

Item 6.	Exhibits	5347

Signatures		5448

PART I — FINANCIAL INFORMATION

Item 1.Financial Statements

COSTAR GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Revenues	Revenues	$	425,620	$	352,808	$	1,214,626	$	1,024,993	Revenues	$	457,697	$	391,847
Cost of revenues	Cost of revenues	77,865		71,172		230,814		214,243		Cost of revenues	88,748		78,909
Gross profit	Gross profit	347,755		281,636		983,812		810,750		Gross profit	368,949		312,938

Operating expenses:	Operating expenses:									Operating expenses:
Selling and marketing (excluding customer base amortization)	Selling and marketing (excluding customer base amortization)	146,634		101,582		402,202		308,751		Selling and marketing (excluding customer base amortization)	138,687		125,107
Software development	Software development	40,732		32,639		121,343		89,022		Software development	46,784		41,610
General and administrative	General and administrative	65,322		45,530		181,598		127,943		General and administrative	63,850		58,873
Customer base amortization	Customer base amortization	18,258		7,616		44,677		22,473		Customer base amortization	18,419		11,484
		270,946		187,367		749,820		548,189			267,740		237,074
Income from operations	Income from operations	76,809		94,269		233,992		262,561		Income from operations	101,209		75,864
Interest (expense) income	Interest (expense) income	(7,537)		4,414		(9,482)		13,304		Interest (expense) income	(7,878)		1,651
Other (expense) income	Other (expense) income	(338)		240		29		779		Other (expense) income	(50)		841
Income before income taxes	Income before income taxes	68,934		98,923		224,539		276,644		Income before income taxes	93,281		78,356
Income tax expense	Income tax expense	10,748		20,304		33,200		49,608		Income tax expense	19,069		5,563
Net income	Net income	$	58,186	$	78,619	$	191,339	$	227,036	Net income	$	74,212	$	72,793

Net income per share - basic	Net income per share - basic	$	1.49	$	2.16	$	5.07	$	6.26	Net income per share - basic	$	1.90	$	2.00
Net income per share - diluted	Net income per share - diluted	$	1.48	$	2.15	$	5.04	$	6.20	Net income per share - diluted	$	1.88	$	1.98

Weighted-average outstanding shares - basic	Weighted-average outstanding shares - basic	39,159		36,333		37,718		36,293		Weighted-average outstanding shares - basic	39,158		36,471
Weighted-average outstanding shares - diluted	Weighted-average outstanding shares - diluted	39,401		36,652		37,970		36,615		Weighted-average outstanding shares - diluted	39,371		36,776

See accompanying notes.

COSTAR GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Net income	Net income	$	58,186	$	78,619	$	191,339	$	227,036	Net income	$	74,212	$	72,793
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax									Other comprehensive income (loss), net of tax
Foreign currency translation adjustment	Foreign currency translation adjustment	7,535		(2,161)		(4,551)		(2,548)		Foreign currency translation adjustment	323		(12,949)
Unrealized gain on investments	Unrealized gain on investments	0		0		189		0		Unrealized gain on investments	0		189
Reclassification adjustment for realized loss on investments included in net income	Reclassification adjustment for realized loss on investments included in net income	0		0		541		0		Reclassification adjustment for realized loss on investments included in net income	0		541
Total other comprehensive income (loss)	Total other comprehensive income (loss)	7,535		(2,161)		(3,821)		(2,548)		Total other comprehensive income (loss)	323		(12,219)
Total comprehensive income	Total comprehensive income	$	65,721	$	76,458	$	187,518	$	224,488	Total comprehensive income	$	74,535	$	60,574

See accompanying notes.

COSTAR GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash	$	3,867,805	$	1,070,731	Cash, cash equivalents and restricted cash	$	3,690,296	$	3,755,912

Accounts receivable	Accounts receivable	119,219		96,788		Accounts receivable	124,361		119,059
Less: Allowance for credit losses	Less: Allowance for credit losses	(14,205)		(4,548)		Less: Allowance for credit losses	(14,563)		(15,110)
Accounts receivable, net	Accounts receivable, net	105,014		92,240		Accounts receivable, net	109,798		103,949

Prepaid expenses and other current assets	Prepaid expenses and other current assets	34,414		36,194		Prepaid expenses and other current assets	22,233		28,651

Total current assets	Total current assets	4,007,233		1,199,165		Total current assets	3,822,327		3,888,512

Long-term investments		0		10,070

Deferred income taxes, net	Deferred income taxes, net	3,891		5,408		Deferred income taxes, net	3,633		4,983
Property and equipment, net	Property and equipment, net	127,280		107,529		Property and equipment, net	239,480		126,325
Lease right-of-use assets	Lease right-of-use assets	106,320		115,084		Lease right-of-use assets	90,949		108,740
Goodwill	Goodwill	2,015,079		1,882,020		Goodwill	2,210,976		2,235,999
Intangible assets, net	Intangible assets, net	414,608		421,196		Intangible assets, net	450,341		426,745
Deferred commission costs, net	Deferred commission costs, net	93,006		89,374		Deferred commission costs, net	93,056		93,274
Deposits and other assets	Deposits and other assets	15,102		9,232		Deposits and other assets	16,223		15,856
Income tax receivable	Income tax receivable	14,806		14,908		Income tax receivable	14,986		14,986

Total assets	Total assets	$	6,797,325	$	3,853,986	Total assets	$	6,941,971	$	6,915,420
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:

Accounts payable	Accounts payable	$	20,266	$	7,640	Accounts payable	$	16,870	$	15,732
Accrued wages and commissions	Accrued wages and commissions	63,341		53,087		Accrued wages and commissions	68,590		80,998
Accrued expenses	Accrued expenses	54,753		38,680		Accrued expenses	58,290		110,305

Income taxes payable	Income taxes payable	256		10,705		Income taxes payable	28,757		16,316

Lease liabilities	Lease liabilities	31,494		29,670		Lease liabilities	27,932		32,648
Deferred revenue	Deferred revenue	75,001		67,274		Deferred revenue	89,696		74,851
Total current liabilities	Total current liabilities	245,111		207,056		Total current liabilities	290,135		330,850

Long-term debt, net	Long-term debt, net	986,413		0		Long-term debt, net	987,018		986,715

Deferred income taxes, net	Deferred income taxes, net	97,022		87,096		Deferred income taxes, net	86,081		72,991
Income taxes payable	Income taxes payable	21,114		20,521		Income taxes payable	25,387		25,282
Lease and other long-term liabilities	Lease and other long-term liabilities	129,607		133,720		Lease and other long-term liabilities	106,425		124,223
Total liabilities	Total liabilities	1,479,267		448,393		Total liabilities	1,495,046		1,540,061

Total stockholders' equity	Total stockholders' equity	$	5,318,058	$	3,405,593	Total stockholders' equity	5,446,925		5,375,359
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	6,797,325	$	3,853,986	Total liabilities and stockholders’ equity	$	6,941,971	$	6,915,420

See accompanying notes.

COSTAR GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


		Common Stock			Additional Paid-In Capital				Accumulated Other Comprehensive Loss		Retained Earnings					Total Stockholders’ Equity					Common Stock			Additional Paid-In Capital				Accumulated Other Comprehensive Loss				Retained Earnings				Total Stockholders’ Equity
		Shares	Amount												Shares				Amount
Balance at December 31, 2019		36,668	$	366			$	2,473,338					$	(8,585)				$	940,474		$	3,405,593
Balance at December 31, 2020																				Balance at December 31, 2020	39,414		394			$	4,208,252			$	(889)			$	1,167,602			$	5,375,359

Net income	Net income	—	—		—				—		72,793					72,793				Net income	—		—	—				—				74,212				74,212

Other comprehensive loss		—	—		—				(12,219)		—					(12,219)
Other comprehensive income																				Other comprehensive income	—		—	—				323				—				323
Exercise of stock options	Exercise of stock options	41	1		9,232				—		—					9,233				Exercise of stock options	21		0	6,341				—				—				6,341
Restricted stock grants	Restricted stock grants	83	1		(1)				—		—					—				Restricted stock grants	77		1	—				—				—				1
Restricted stock grants surrendered	Restricted stock grants surrendered	(56)	(1)		(30,144)				—		—					(30,145)				Restricted stock grants surrendered	(37)		0	(27,667)				—				—				(27,667)
Stock-based compensation expense	Stock-based compensation expense	—	—		15,006				—		—					15,006				Stock-based compensation expense	—		—	15,264				—				—				15,264

Employee stock purchase plan	Employee stock purchase plan	4	—		2,550				—		—					2,550				Employee stock purchase plan	4		—	3,092				—				—				3,092

Balance at March 31, 2020		36,740	$	367	$	2,469,981			$	(20,804)	$	1,013,267				$	3,462,811
Net income		—	—		—				—		60,360					60,360

Other comprehensive income		—	—		—				863		—					863
Exercise of stock options		11	—		2,924				—		—					2,924
Restricted stock grants		11	—		—				—		—					—
Restricted stock grants surrendered		(17)	—		(3,509)				—		—					(3,509)
Stock-based compensation expense		—	—		8,609				—		—					8,609
Employee stock purchase plan		4	—		2,292				—		—					2,292

Stock issued for equity offerings, net of transaction costs		2,634	26		1,689,945				—		—					1,689,971

Balance at June 30, 2020		39,383	$	393	$	4,170,242			$	(19,941)	$	1,073,627				$	5,224,321
Net income		—	—		—				—		58,186					58,186

Other comprehensive income		—	—		—				7,535		—					7,535
Exercise of stock options		44	—		9,714				—		—					9,714
Restricted stock grants		3	—		—				—		—					—
Restricted stock grants surrendered		(3)	—		(398)				—		—					(398)
Stock-based compensation expense		—	—		16,542				—		—					16,542
Employee stock purchase plan		3	—		2,158				—		—					2,158
Balance at March 31, 2021																				Balance at March 31, 2021	39,479		395	$	4,205,282			$	(566)			$	1,241,814			$	5,446,925

Balance at September 30, 2020		39,430	$	393	$	4,198,258			$	(12,406)	$	1,131,813				$	5,318,058

See accompanying notes.

COSTAR GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


		Common Stock			Additional Paid-In Capital				Accumulated Other Comprehensive Loss		Retained Earnings					Total Stockholders’ Equity					Common Stock			Additional Paid-In Capital				Accumulated Other Comprehensive Loss				Retained Earnings				Total Stockholders’ Equity
		Shares	Amount												Shares				Amount
Balance at December 31, 2018		36,446	$	364			$	2,419,812					$	(11,688)				$	613,454		$	3,021,942
Cumulative effect of adoption of new accounting standard, net of tax		—	—		—				—		12,057					12,057
Balance at January 1, 2019		36,446	$	364	$	2,419,812			$	(11,688)	$	625,511				$	3,033,999
Net income		—	—		—				—		85,169					85,169
Balance at December 31, 2019																				Balance at December 31, 2019	36,668		366			$	2,473,338			$	(8,585)			$	940,474			$	3,405,593

Other comprehensive income		—	—		—				380		—					380
Exercise of stock options		79	1		10,637				—		—					10,638
Restricted stock grants		132	1		(1)				—		—					—
Restricted stock grants surrendered		(43)	0		(18,679)				—		—					(18,679)
Stock-based compensation expense		—	—		12,034				—		—					12,034
Management stock purchase plan		—	—		3,491				—		—					3,491
Employee stock purchase plan		4	—		1,582				—		—					1,582

Balance at March 31, 2019		36,618	$	366	$	2,428,876			$	(11,308)	$	710,680				$	3,128,614
Net income	Net income	—	—		—				—		63,248					63,248				Net income	—		—	—				—				72,793				72,793

Other comprehensive loss	Other comprehensive loss	—	—		—				(767)		—					(767)				Other comprehensive loss	—		—	—				(12,219)				—				(12,219)
Exercise of stock options	Exercise of stock options	15	0		3,001				—		—					3,001				Exercise of stock options	41		1	9,232				—				—				9,233
Restricted stock grants	Restricted stock grants	4	—		—				—		—					—				Restricted stock grants	83		1	(1)				—				—				0
Restricted stock grants surrendered	Restricted stock grants surrendered	(17)	0		(5,546)				—		—					(5,546)				Restricted stock grants surrendered	(56)		(1)	(30,144)				—				—				(30,145)
Stock-based compensation expense	Stock-based compensation expense	—	—		13,706				—		—					13,706				Stock-based compensation expense	—		—	15,006				—				—				15,006

Employee stock purchase plan	Employee stock purchase plan	4	—		1,815				—		—					1,815				Employee stock purchase plan	4		—	2,550				—				—				2,550
Balance at June 30, 2019		36,624	$	366	$	2,441,852			$	(12,075)	$	773,928				$	3,204,071
Net income		—	—		—				—		78,619					78,619

Other comprehensive loss		—	—		—				(2,161)		—					(2,161)
Exercise of stock options		20	0		4,697				—		—					4,697
Restricted stock grants		8	—		—				—		—					—
Restricted stock grants surrendered		(5)	0		(815)				—		—					(815)
Stock-based compensation expense		—	—		13,002				—		—					13,002
Employee stock purchase plan		3	—		1,753				—		—					1,753
Balance at September 30, 2019		36,650	$	366	$	2,460,489			$	(14,236)	$	852,547				$	3,299,166
Balance at March 31, 2020																				Balance at March 31, 2020	36,740		367	$	2,469,981			$	(20,804)			$	1,013,267			$	3,462,811

See accompanying notes.

COSTAR GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	191,339	$	227,036	Net income	$	74,212	$	72,793
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	83,911		57,235		Depreciation and amortization	35,410		24,256

Amortization of deferred commissions costs	Amortization of deferred commissions costs	45,017		39,189		Amortization of deferred commissions costs	15,317		14,747
Amortization of senior notes discount and issuance costs		1,082		657
Amortization of Senior Notes discount and issuance costs						Amortization of Senior Notes discount and issuance costs	578		292

Non-cash lease expense	Non-cash lease expense	18,801		16,369		Non-cash lease expense	6,483		6,261

Stock-based compensation expense	Stock-based compensation expense	40,783		38,984		Stock-based compensation expense	15,545		15,180
Deferred income taxes, net	Deferred income taxes, net	6,812		13,288		Deferred income taxes, net	5,464		2,825
Credit loss expense	Credit loss expense	21,395		7,458		Credit loss expense	1,820		6,183
Other operating activities, net	Other operating activities, net	(12)		0		Other operating activities, net	(136)		541

Changes in operating assets and liabilities, net of acquisitions:	Changes in operating assets and liabilities, net of acquisitions:					Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	Accounts receivable	(34,131)		(8,797)		Accounts receivable	(7,609)		(26,613)
Income taxes payable		(9,838)		7,784
Prepaid expenses and other current assets	Prepaid expenses and other current assets	4,145		(754)		Prepaid expenses and other current assets	(2,823)		1,838
Deferred commissions	Deferred commissions	(48,704)		(48,791)		Deferred commissions	(15,078)		(16,523)
Other assets		1,521		(43)
Accounts payable and other liabilities	Accounts payable and other liabilities	47,341		7,664		Accounts payable and other liabilities	(63,051)		15,564
Lease liabilities	Lease liabilities	(21,247)		(19,787)		Lease liabilities	(7,788)		(6,967)
Income taxes payable						Income taxes payable	12,556		1,624
Deferred revenue	Deferred revenue	7,123		12,525		Deferred revenue	14,680		18,248
Other assets						Other assets	2,273		1,215
Net cash provided by operating activities	Net cash provided by operating activities	355,338		350,017		Net cash provided by operating activities	87,853		131,464

Investing activities:	Investing activities:					Investing activities:
Proceeds from sale and settlement of investments	Proceeds from sale and settlement of investments	10,259		0		Proceeds from sale and settlement of investments	0		10,259
Purchase of Richmond assets						Purchase of Richmond assets	(123,259)		0
Purchases of property and equipment and other assets	Purchases of property and equipment and other assets	(42,137)		(44,162)		Purchases of property and equipment and other assets	(10,619)		(7,133)
Cash paid for acquisitions, net of cash acquired	Cash paid for acquisitions, net of cash acquired	(192,002)		(13,721)		Cash paid for acquisitions, net of cash acquired	(442)		(432)
Net cash used in investing activities		(223,880)		(57,883)
Net cash (used in) provided by investing activities						Net cash (used in) provided by investing activities	(134,320)		2,694

Financing activities:	Financing activities:					Financing activities:
Proceeds from long-term debt	Proceeds from long-term debt	1,744,210		0		Proceeds from long-term debt	0		745,000
Payments of debt issuance costs		(15,747)		0
Payments of long-term debt		(745,000)		0

Repurchase of restricted stock to satisfy tax withholding obligations	Repurchase of restricted stock to satisfy tax withholding obligations	(34,051)		(25,040)		Repurchase of restricted stock to satisfy tax withholding obligations	(27,667)		(30,144)
Proceeds from equity offering, net of transaction costs		1,689,971		0

Proceeds from exercise of stock options and employee stock purchase plan	Proceeds from exercise of stock options and employee stock purchase plan	28,169		22,970		Proceeds from exercise of stock options and employee stock purchase plan	9,124		10,295
Other financing activities		(1,650)		(123)
Net cash provided by (used in) financing activities		2,665,902		(2,193)

Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(18,543)		725,151

Effect of foreign currency exchange rates on cash and cash equivalents	Effect of foreign currency exchange rates on cash and cash equivalents	(286)		(738)		Effect of foreign currency exchange rates on cash and cash equivalents	(606)		(2,117)
Net increase in cash, cash equivalents and restricted cash		2,797,074		289,203
Net (decrease) increase in cash, cash equivalents and restricted cash						Net (decrease) increase in cash, cash equivalents and restricted cash	(65,616)		857,192
Cash, cash equivalents and restricted cash at the beginning of period	Cash, cash equivalents and restricted cash at the beginning of period	1,070,731		1,100,416		Cash, cash equivalents and restricted cash at the beginning of period	3,755,912		1,070,731
Cash, cash equivalents and restricted cash at the end of period	Cash, cash equivalents and restricted cash at the end of period	$	3,867,805	$	1,389,619	Cash, cash equivalents and restricted cash at the end of period	$	3,690,296	$	1,927,923

Supplemental cash flow disclosures:	Supplemental cash flow disclosures:					Supplemental cash flow disclosures:
Interest paid	Interest paid	$	5,948	$	1,500	Interest paid	$	16,037	$	499
Income taxes paid	Income taxes paid	$	36,475	$	41,699	Income taxes paid	$	1,042	$	1,111

Supplemental non-cash investing and financing activities:	Supplemental non-cash investing and financing activities:					Supplemental non-cash investing and financing activities:
Consideration owed for acquisitions	Consideration owed for acquisitions	$	0	$	1,650	Consideration owed for acquisitions	$	385	$	0

See accompanying notes.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1.ORGANIZATION

CoStar Group, Inc. (the “Company” or “CoStar”) provides information, analytics, online marketplace and auction services to the commercial real estate and related business community through its comprehensive, proprietary database of commercial real estate information and related tools. The Company provides online marketplaces for commercial real estate, apartment rentals, lands for sale and businesses for sale, and its services are typically distributed to its clients under subscription-based license agreements that renew automatically, a majority of which have a term of at least one year. The Company operates within 2 operating segments, North America, which includes the United States ("U.S.") and Canada, and International, which primarily includes Europe, Asia-Pacific, and Latin America.

On June 24, 2020, the Company acquired Ten-X Holding Company, Inc. and its subsidiaries ("Ten-X"), which operate an online auction platform for commercial real estate. On October 26, 2020, the Company acquired Emporis GmbH, a Germany-based provider of international commercial real estate data and images. On December 22, 2020, the Company acquired Homesnap, Inc. (“Homesnap”), which operates an online mobile software platform for residential real estate agents and brokers. See Notes 5 and 8 to the accompanying Notes to the Condensed Consolidated Financial Statements for further discussion of these acquisitions.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Accounting policies are consistent for each operating segment.

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. In the opinion of the Company’s management, the financial statements reflect all adjustments, consisting only of a normal recurring nature, necessary to present fairly the Company’s financial position at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the results of its operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ its comprehensive income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ its changes in stockholders' equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ and its cash flows for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on ~~Form��~~Form 10-Q. Therefore, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue recognition, allowance for credit losses, the useful lives and recoverability of long-lived and intangible assets, and goodwill, income taxes, accounting for business combinations, stock-based compensation, estimating the Company's incremental borrowing rate for its leases, and contingencies, among others. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses. Actual results could differ from these estimates.

Revenue Recognition

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Company derives revenues primarily by (i) providing access to its proprietary database of commercial real estate information and (ii) providing online marketplaces for professional property management companies, property owners, brokers and landlords, in each case, typically through a fixed monthly fee for its subscription-based services. The Company's subscription-based services consist primarily of information, analytics and online marketplace services offered over the Internet to commercial real estate industry and related professionals. Subscription contract rates are based on the number of sites, number of users, organization size, the client’s business focus, geography, the number and types of services to which a client subscribes, the number of properties a client advertises and the prominence and placement of a client's advertised properties in

~~COSTAR GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

the search results. The Company’s subscription-based license agreements typically renew automatically, and a majority have a term of at least one year.

The Company also provides (i) market research, portfolio and debt analysis, management and reporting capabilities, (ii) real estate and lease management solutions, including lease administration and abstraction services, to commercial customers, real estate investors, and lenders via the Company’s other service offerings, (iii) benchmarking and analytics for the hospitality industry through STR, LLC and STR Global, Ltd. (together with STR, LLC, referred to as “STR”)~~and~~, (iv) an online auction platform for commercial real estate through Ten-X, LLC and its subsidiaries, which were acquired in June 2020, and (v) an online and mobile software platform that provides applications to optimize residential real estate agent workflow through Homesnap, which was acquired in December 2020. See Note 5 for details of the ~~acquisition.~~Homesnap and Ten-X acquisitions.

The Company analyzes contracts to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers, (ii) identification of distinct performance obligations in the contract, (iii) determination of contract transaction price, (iv) allocation of contract transaction price to the performance obligations, and (v) determination of revenue recognition based on timing of satisfaction of the performance ~~obligation(s).~~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.

In limited circumstances, the Company's contracts with customers include promises to transfer multiple services, such as contracts for its subscription-based services and professional services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct, which involves the determination of the standalone selling price for each distinct performance obligation.

Deferred revenue results from amounts billed in advance to customers or cash received from customers in advance of the Company's fulfillment of its performance obligation(s) and is recognized as those obligations are satisfied.

Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from revenue recognition timing.

Certain sales commissions are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions incurred for obtaining new contracts are deferred and then amortized as selling and marketing expenses on a straight-line basis over a period of benefit that the Company has determined to be three years. The three-year amortization period was determined based on several factors, including the nature of the technology and proprietary data underlying the services being purchased, customer contract renewal rates and industry competition. Certain commission costs are not capitalized as they do not represent incremental costs of obtaining a contract.

See Note 3 for further discussion of the Company's revenue recognition.

Cost of Revenues

Cost of revenues principally consists of salaries, benefits, bonuses and stock-based compensation expenses and other indirect costs for the Company's researchers who collect and analyze the commercial real estate data that is the basis for the Company's information, analytics and online marketplaces and for employees that support these products. Additionally, cost of revenues includes the cost of data from third-party data sources and costs related to advertising purchased on behalf of

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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 other intangible assets.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs include digital marketing, television, ~~company-sponsored events,~~radio, print and other media advertising. Advertising costs were approximately ~~$79~~$65 million and ~~$44~~$54 million for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $202 million and $130 million for the nine months ended September 30, 2020 and 2019,~~ respectively.

~~COSTAR GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

Foreign Currency

The Company’s reporting currency is the U.S. dollar. The functional currency for the majority of its operations is the local currency, with the exception of certain international locations of STR for which the functional currency is the British Pound. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars using the exchange rates in effect as of the balance sheet date. Gains and losses resulting from translation are included in accumulated other comprehensive loss. Currency gains and losses on the translation of intercompany loans made to foreign subsidiaries that are of a long-term investment nature are also included in accumulated other comprehensive loss. Gains and losses resulting from transactions denominated in a currency other than the functional currency of the entity are included in other (expense) income in the condensed consolidated statements of operations using the average exchange rates in effect during the period. The Company recognized net foreign currency losses of $0.2 million and gains of ~~$0.2~~$1.4 million for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and net foreign currency gains of $0.7 million and $0.2 million for the nine months ended September 30, 2020 and 2019,~~ respectively, which are included in other (expense) income on the condensed consolidated statements of operations.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss were as follows (in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Foreign currency translation adjustment	Foreign currency translation adjustment	$	(12,406)	$	(7,855)	Foreign currency translation adjustment	$	(566)	$	(889)
Net unrealized loss on investments, net of tax		0		(730)

Total accumulated other comprehensive loss	Total accumulated other comprehensive loss	$	(12,406)	$	(8,585)	Total accumulated other comprehensive loss	$	(566)	$	(889)

There were 0 amounts reclassified out of accumulated other comprehensive loss to the condensed consolidated statements of operations for the three months ended March 31, 2021.During the ~~nine~~three months ended ~~September 30,~~March 31, 2020, the Company sold its long-term variable debt instruments with an auction reset feature, referred to as auction rate securities ("ARS") and reclassified out of accumulated other comprehensive loss a realized loss of $0.5 million to earnings which is included in other (expense) income in the condensed consolidated statements of operations. ~~There were 0 amounts reclassified out of accumulated other comprehensive loss to the condensed consolidated statements of operations for the three and nine months ended September 30, 2019~~.

~~See Note 6 for additional information regarding investments.~~

Income Taxes

Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and the basis reported in the Company’s condensed consolidated financial statements. Deferred tax liabilities and assets are determined based on the difference between the financial statement and the tax basis of assets and liabilities using enacted rates in effect during the year in which the Company expects differences to reverse. Valuation allowances are provided against assets, including net operating losses, if the Company determines it is more likely than not that some portion or all of an asset may not be realized. Interest and penalties related to income tax matters are recognized in income tax expense.

See Note 11 for additional information regarding income taxes.

Net Income Per Share

Net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period on a basic and diluted basis.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table sets forth the calculation of basic and diluted net income per share (in thousands, except per share data):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
Numerator:	Numerator:	2020		2019		2020		2019		Numerator:	2021		2020

Net income	Net income	$	58,186	$	78,619	$	191,339	$	227,036	Net income	$	74,212	$	72,793
Denominator:	Denominator:									Denominator:
Denominator for basic net income per share — weighted-average outstanding shares	Denominator for basic net income per share — weighted-average outstanding shares	39,159		36,333		37,718		36,293		Denominator for basic net income per share — weighted-average outstanding shares	39,158		36,471
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Stock options, restricted stock awards and restricted stock units	Stock options, restricted stock awards and restricted stock units	242		319		252		322		Stock options, restricted stock awards and restricted stock units	213		305
Denominator for diluted net income per share — weighted-average outstanding shares	Denominator for diluted net income per share — weighted-average outstanding shares	39,401		36,652		37,970		36,615		Denominator for diluted net income per share — weighted-average outstanding shares	39,371		36,776

Net income per share — basic	Net income per share — basic	$	1.49	$	2.16	$	5.07	$	6.26	Net income per share — basic	$	1.90	$	2.00
Net income per share — diluted	Net income per share — diluted	$	1.48	$	2.15	$	5.04	$	6.20	Net income per share — diluted	$	1.88	$	1.98

The Company’s potentially dilutive securities include outstanding stock options and unvested stock-based awards which include restricted stock awards that vest over a specific service period, restricted stock awards with a performance and a market condition, restricted stock units and awards of matching restricted stock units ("Matching RSUs") awarded under the Company's Management Stock Purchase Plan. Shares underlying unvested restricted stock awards that vest based on performance and market conditions that have not been achieved as of the end of the period are not included in the computation of basic or diluted net income per share. Diluted net income per share considers the impact of potentially dilutive securities except when the inclusion of the potentially dilutive securities would have an anti-dilutive effect.

The following table summarizes the shares underlying the unvested performance-based restricted stock and anti-dilutive securities excluded from the basic and diluted earnings per share calculations (in thousands):


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
		2020	2019	2020	2019		2021	2020
Performance-based restricted stock awards	Performance-based restricted stock awards	79	60	79	90	Performance-based restricted stock awards	72	84
Anti-dilutive securities	Anti-dilutive securities	37	7	71	82	Anti-dilutive securities	90	96

Stock-Based Compensation

Equity instruments issued in exchange for services performed by officers, employees, and directors of the Company are accounted for using a fair-value based method and the fair value of such equity instruments is recognized as expense in the consolidated statements of operations.

For stock-based awards that vest over a specific service period, compensation expense is measured based on the fair value of the awards at the grant date and is recognized on a straight-line basis over the vesting period of the awards, net of an estimated forfeiture rate. For equity instruments that vest based on achievement of a performance and market condition, stock-based compensation expense is recognized based on the expected achievement of the related performance and market conditions at the end of each reporting period over the vesting period of the awards. If the Company's initial estimates of the achievement of the performance conditions change, the related stock-based compensation expense and timing may fluctuate from period to period based on those estimates. If the performance conditions are not met, no stock-based compensation expense will be recognized, and any previously recognized stock-based compensation expense will be reversed. For awards with both a performance and a market condition, the Company estimates the fair value of each equity instrument granted on the date of grant using a Monte-Carlo simulation model. This pricing model uses multiple simulations to evaluate the probability of achieving the market condition to calculate the fair value of the awards.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Stock-based compensation expense for stock options, restricted stock awards and restricted stock units issued under equity incentive plans, stock purchases under the Employee Stock Purchase Plan, Deferred Stock Units (“DSUs”) and Matching RSUs awarded under the Company's Management Stock Purchase Plan included in the Company’s results of operations were as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Cost of revenues	Cost of revenues	$	3,007	$	2,281	$	8,009	$	6,899	Cost of revenues	$	2,969	$	2,472
Selling and marketing (excluding customer base amortization)	Selling and marketing (excluding customer base amortization)	2,091		1,646		5,886		5,049		Selling and marketing (excluding customer base amortization)	1,462		2,024
Software development	Software development	2,821		2,243		7,635		6,638		Software development	2,914		2,528
General and administrative	General and administrative	8,811		6,969		19,907		20,398		General and administrative	8,200		8,156
Total stock-based compensation expense ~~(1)~~	Total stock-based compensation expense ~~(1)~~	$	16,730	$	13,139	$	41,437	$	38,984	Total stock-based compensation expense ~~(1)~~	$	15,545	$	15,180
__________________________
(1) Stock-based compensation expense for the nine months ended September 30, 2020 includes $0.7 million of expense related to the cash settlement of stock options in connection with the acquisition of Ten-X recorded during the three months ended June 30, 2020. See Note 5 for details of the acquisition.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash, cash equivalents, and restricted cash consisted of the following as of March 31, 2021 and December 31, 2020 (in thousands):


	March 31, 2021		December 31, 2020
Cash and cash equivalents	$	3,686,947	$	3,693,813
Restricted cash:
RentPath termination fee held in escrow under the terms of the Asset Purchase Agreement	0		58,750
Other restricted cash related to acquisitions	3,349		3,349
Total restricted cash	3,349		62,099
Cash, cash equivalents and restricted cash	$	3,690,296	$	3,755,912

Allowance for Credit Losses

~~On January 1, 2020, the~~The Company ~~adopted Accounting Standards Updates ("ASU") 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments; ASU 2018-19,~~ ~~Codification Improvements to Topic 326, Financial Instruments - Credit Losses; ASU 2019-04,~~ ~~Codification Improvements to Financial Instruments - Credit Losses (Topic 326); ASU 2019-05,~~ ~~Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrument; ASU 2019-11,~~ ~~Codification Improvements to Financial Instruments - Credit Losses (Topic 326)~~ ~~and ASU 2020-02,~~ ~~Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842)~~, later codified as Accounting Standards Codification ("ASC") 326 ("ASC 326"), using the modified retrospective transition approach. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on February 26, 2020, for further details of the Company’s policy prior to the adoption of ASC 326.

~~As of January 1, 2020, the Company maintained~~maintains an allowance for credit losses to cover its current expected credit losses ("CECL") on its trade receivables and contract assets arising from the failure of customers to make contractual payments. The Company estimates credit losses expected over the life of its trade receivables and contract assets based on historical information combined with current conditions that may affect a customer’s ability to pay and reasonable and supportable forecasts. While the Company uses various credit quality metrics, it primarily monitors collectability by reviewing the duration of collection pursuits on its delinquent trade receivables. Based on the Company’s experience, the customer's delinquency status is the strongest indicator of the credit quality of the underlying trade receivables, which is analyzed monthly. ~~In most instances, the~~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 four portfolio segments. The determination of portfolio segments is based primarily on the qualitative consideration of the nature of the Company’s business operations and the characteristics of the underlying trade receivables, as follows:

•CoStar Suite Portfolio Segment - The CoStar Suite portfolio segment consists of two classes of trade receivables based on geographical location: CoStar Suite, North America and CoStar Suite, International.

•Information Services Portfolio Segment - The information services portfolio segment consists of four classes of trade receivables: Real Estate Manager; information services, North America; STR, US; and STR, International.

•Multifamily Portfolio Segment - The multifamily portfolio segment consists of one class of trade receivables.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

•Commercial Property and Land Portfolio Segment - The commercial property and land portfolio segment consists of ~~two~~four classes of trade receivables: LoopNet; Ten-X; Homesnap; and other commercial property and land online marketplaces.

See Note 4 for further discussion of the Company’s accounting for allowance for credit losses.

Leases

The determination of whether an arrangement contains a lease and the classification of a lease, if applicable, is made at lease commencement, at which time the Company also measures and recognizes a right-of-use ("ROU") asset, representing the Company’s right to use the underlying asset, and a lease liability, representing the Company’s obligation to make lease payments under the terms of the arrangement. For the purposes of recognizing ROU assets and lease liabilities associated with the Company’s leases, the Company has elected the practical expedient to not recognize a ROU asset or lease liability for short-term leases, which are leases with a term of twelve months or less. The lease term is defined as the noncancelable portion of the lease term, plus any periods covered by an option to extend the lease if it is reasonably certain that ~~that~~ the option will be exercised.

In determining the amount of lease payments used in measuring ROU assets and lease liabilities, the Company has elected the practical expedient not to separate non-lease components from lease components for all classes of underlying assets. Consideration deemed part of the lease payments used to measure ROU assets and lease liabilities generally includes fixed payments and variable payments based on either an index or a rate, offset by lease incentives. The ROU asset also includes any lease prepayments. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The rates implicit within the Company's leases are generally not determinable. Therefore, the Company's incremental borrowing rate is used to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment and is determined at lease commencement, or as of January 1, 2019 for operating leases in existence upon adoption of ~~ASC~~Accounting Standards Codification ("ASC") 842. The incremental borrowing rate is subsequently reassessed upon a modification to the lease arrangement.

Lease costs related to the Company's operating leases are generally recognized as a single ratable lease cost over the lease term.

See Note 7 for further discussion of the Company’s accounting for leases.

Long-Lived Assets, Intangible Assets and Goodwill

Long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Goodwill is tested annually for impairment by each reporting unit on October 1 of each year or more frequently if an event or other circumstance indicates that we may not recover the carrying value of the asset. The Company may first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or the Company elects to bypass such assessment, the Company then determines the fair value of each reporting unit. The fair value of each reporting unit is compared to the carrying amount of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Debt Issuance Costs

Costs incurred in connection with the issuance of long-term debt are deferred and amortized as interest expense over the term of the related debt using the effective interest method for term debt and on a straight-line basis for revolving debt. The Company made a policy election to classify deferred issuance costs on the revolving credit facility as a long-term asset on its condensed consolidated balance sheets. Upon a refinancing or amendment, previously capitalized debt issuance costs are expensed and included in loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt. If the Company determines that there has not been a substantial modification of the related debt, any previously capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument.

See Note 10 for additional information regarding the Company's ~~2020 Credit Agreement~~accounting for its outstanding debt, revolving credit facility, and ~~Senior Notes issuance.~~related issuance costs.

Business Combinations

The Company allocates the purchase consideration related to business combinations to the identifiable tangible and intangible assets acquired, and liabilities assumed based on their estimated fair values. The purchase consideration is determined based on the fair value of the assets transferred, liabilities incurred and equity interests issued, after considering any transactions that are separate from the business combination. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, acquired technology and acquired trade names and other intangible assets, useful lives, royalty rates and discount rates. Any adjustments to provisional amounts that are identified during the measurement period are recorded in the reporting period in which the adjustment amounts are determined. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether the Company includes these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, determine their estimated fair value.

If the Company cannot reasonably determine the fair value of a pre-acquisition contingency (non-income tax related) by the end of the measurement period, which is generally the case given the nature of such matters, the Company will recognize an asset or a liability for such pre-acquisition contingency if: (i) it is probable that an asset existed or a liability had been assumed at the acquisition date and (ii) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in the Company's estimates of such contingencies will affect earnings and could have a material effect on its results of operations and financial position.

In addition, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company reevaluates these items based upon facts and circumstances that existed as of the acquisition date with any adjustments to its preliminary estimates being recorded to goodwill, provided that the Company is within the measurement period. Subsequent to the measurement period, changes to these uncertain tax positions and tax related valuation allowances will affect the Company's provision for income taxes in its condensed consolidated statements of operations and comprehensive income and could have a material impact on its results of operations and financial position.

~~Recent Accounting Pronouncements~~

~~Recently Adopted Accounting Pronouncements~~

~~On January 1, 2020, the Company adopted ASU 2019-12,~~ ~~Simplifying the Accounting for Income Taxes~~, on a prospective basis. The amounts related to the reclassification of franchise taxes from income from operations to income tax expense for the three and nine months ended September 30, 2020 did not have a material impact on the Company's condensed consolidated financial statements and related disclosures.

~~COSTAR GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

~~On January 1, 2020, the Company adopted ASU 2018-15,~~ ~~Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~,on a prospective basis. ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to defer and recognize as an asset. The adoption did not have a material impact on the Company's condensed consolidated financial statements and related disclosures.

~~On January 1, 2020, the Company adopted ASU 2016-13,~~ ~~Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~,using the modified retrospective method. This accounting standard replaced the prior incurred loss accounting model with a current expected credit loss approach. As of January 1, 2020, no cumulative transition adjustment was recorded to the beginning balance of retained earnings, as the adoption did not result in a higher allowance for credit losses under the CECL impairment model. The adoption did not have a material impact on the Company's condensed consolidated financial statements and related disclosures.

~~Recent Accounting Pronouncements Not Yet Adopted~~

~~On March 12, 2020, the Financial Accounting Standards Board issued ASU 2020-04,~~ ~~Reference Rate Reform (“ASC 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~. ASC 848 contains optional expedients and exceptions for applying GAAP to debt, contracts, hedging relationships, and other transactions affected by reference rate reform. The provisions of ASC 848 must be applied to all contracts that are accounted for under a Topic, Subtopic or Industry Subtopic for all transactions other than derivatives, which may be applied at a hedging relationship level. This guidance is effective for fiscal years beginning after January 1, 2021, including interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on its condensed consolidated financial statements and related disclosures.

1716

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

3.REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregated Revenue

The Company provides information, analytics and online marketplaces to the commercial real estate industry and related professionals. ~~The revenues~~Revenues by operating segment and type of service consist of the following (in thousands):


		Three Months Ended September 30,													Three Months Ended March 31,
		2020						2019							2021						2020
		North America		International		Total		North America		International		Total			North America		International		Total		North America		International		Total
Information and analytics	Information and analytics													Information and analytics
CoStar Suite	CoStar Suite	$	158,235	$	7,753	$	165,988	$	149,187	$	6,826	$	156,013	CoStar Suite	$	163,554	$	8,630	$	172,184	$	157,335	$	7,621	$	164,956
Information services	Information services	26,357		6,817		33,174		17,382		2,089		19,471		Information services	27,686		7,010		34,696		25,690		6,692		32,382
Online marketplaces	Online marketplaces													Online marketplaces
Multifamily	Multifamily	155,184		0		155,184		125,707		0		125,707		Multifamily	166,147		0		166,147		137,460		0		137,460
Commercial property and land	Commercial property and land	71,128		146		71,274		51,508		109		51,617		Commercial property and land	84,376		294		84,670		56,962		87		57,049
Total revenues	Total revenues	$	410,904	$	14,716	$	425,620	$	343,784	$	9,024	$	352,808	Total revenues	$	441,763	$	15,934	$	457,697	$	377,447	$	14,400	$	391,847

Nine Months Ended September 30,
2020 2019
North America International Total North America International Total
Information and analytics
CoStar Suite $ 473,363 $ 22,634 $ 495,997 $ 436,070 $ 20,469 $ 456,539
Information services 77,069 19,023 96,092 52,632 6,466 59,098
Online marketplaces
Multifamily 438,185 0 438,185 360,463 0 360,463
Commercial property and land 184,096 256 184,352 148,418 475 148,893
Total revenues $ 1,172,713 $ 41,913 $ 1,214,626 $ 997,583 $ 27,410 $ 1,024,993

Deferred Revenue

Changes in deferred revenue for the period were as follows (in thousands):


Balance at December 31, ~~2019~~2020	$	~~70,620~~77,363
Revenue recognized in the current period from the amounts in the beginning balance	~~(62,687)~~(45,988)
New deferrals, net of amounts recognized in the current period	~~69,810~~60,668
Effects of foreign currency	~~(178)~~82

Balance at ~~September 30, 2020~~March 31, 2021(1)	$	~~77,565~~92,125
__________________________

(1) Deferred revenue is comprised of ~~$75~~$90 million of current liabilities and $3$2 million of noncurrent liabilities classified within lease and other long-term liabilities on the Company’s condensed consolidated balance sheet as of ~~September 30, 2020.~~March 31, 2021.

~~COSTAR GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

Contract Assets

The Company had contract assets of $9 million ~~and $4 million~~ as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019, respectively,~~2020, which are generated when contractual billing schedules differ from revenue recognition timing. Contract assets represent a conditional right to consideration for satisfied performance obligations that becomes a receivable when the conditions are satisfied. Current contract assets are included in prepaid expenses and other current assets, and non-current contract assets are included in deposits and other assets on the Company's condensed consolidated balance sheets. The ~~Company~~revenue recognized ~~revenue of $2 million and $5 million~~ from contract assets for the three ~~and nine~~ months ended ~~September 30, 2020, respectively.~~March 31, 2021 was not material.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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 nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019~~2020 was as follows (in thousands). The Company determined that no deferred commissions were impaired as of ~~September 30, 2020:~~March 31, 2021:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Commissions incurred	Commissions incurred	$	25,436	$	20,371	$	69,047	$	62,766	Commissions incurred	$	26,347	$	22,437
Commissions capitalized in the current period	Commissions capitalized in the current period	(16,582)		(15,394)		(48,704)		(48,791)		Commissions capitalized in the current period	(15,078)		(16,523)
Amortization of deferred commissions costs	Amortization of deferred commissions costs	15,355		13,639		45,017		39,189		Amortization of deferred commissions costs	15,317		14,747
Total commissions expense	Total commissions expense	$	24,209	$	18,616	$	65,360	$	53,164	Total commissions expense	$	26,586	$	20,661

Unsatisfied Performance Obligations

Remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations was approximately ~~$279~~$271 million at ~~September 30, 2020,~~March 31, 2021, 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.

4.ALLOWANCE FOR CREDIT LOSSES

The following table details the activity related to the allowance for credit losses for trade receivables by portfolio segment (in thousands):


		Nine Months Ended September 30, 2020								Three Months Ended March 31, 2021
		CoStar Suite		Information services		Multifamily		Commercial property and land			Total			CoStar Suite		Information services		Multifamily		Commercial property and land		Total
Beginning balance at December 31, 2019		$	1,264	$	624	$	1,195	$	1,465		$	4,548
Beginning balance at December 31, 2020													Beginning balance at December 31, 2020	$	5,531	$	2,739	$	4,387	$	2,453	$	15,110
Current-period provision for expected credit losses(1), (2)	Current-period provision for expected credit losses(1), (2)	9,616		2,634		6,579		2,566			21,395		Current-period provision for expected credit losses(1), (2)	924		11		291		594		1,820
Write-offs charged against the allowance, net of recoveries and other	Write-offs charged against the allowance, net of recoveries and other	(5,457)		(350)		(4,135)		(1,796)			(11,738)		Write-offs charged against the allowance, net of recoveries and other	(1,117)		0		(778)		(472)		(2,367)
Ending balance at September 30, 2020		$	5,423	$	2,908	$	3,639	$	2,235		$	14,205
Ending balance at March 31, 2021													Ending balance at March 31, 2021	$	5,338	$	2,750	$	3,900	$	2,575	$	14,563
__________________________	__________________________												__________________________

(1) Credit loss expense is included in general and administrative expenses on the condensed consolidated statement of operations.

(2) Credit loss expense related to contract assets was not material for the ~~nine~~three months ended ~~September 30,~~March 31, 2021.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


	Three Months Ended March 31, 2020
	CoStar Suite		Information services		Multifamily		Commercial property and land		Total
Beginning balance at December 31, 2019	$	1,264	$	624	$	1,195	$	1,465	$	4,548
Current-period provision for expected credit losses(1), (2)	2,634		1,247		1,403		899		6,183
Write-offs charged against the allowance, net of recoveries and other	(1,372)		0		(565)		(483)		(2,420)
Ending balance at March 31, 2020	$	2,526	$	1,871	$	2,033	$	1,881	$	8,311
__________________________

(1)Credit loss expense is included in general and administrative expenses on the condensed consolidated statement of operations.

(2)Credit loss expense related to contract assets was not material for the three months ended March 31, 2020.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

5.ACQUISITIONS

Homesnap

On December 22, 2020, pursuant to the Agreement and Plan of Merger, dated November 20, 2020, by and among CoStar Realty Information, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“CRI”), Snapped Halo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of CRI (“Merger Sub”), and Homesnap, Inc., a Delaware corporation ("Homesnap"), Merger Sub was merged with and into Homesnap (the “Homesnap Merger”), with Homesnap surviving the merger as a wholly-owned subsidiary of CRI. In connection with the Homesnap Merger, the Company acquired all of the issued and outstanding equity interests in Homesnap for a purchase price of $250 million in cash. Homesnap is an industry-leading online and mobile software platform that provides user-friendly applications to optimize residential real estate agent workflow and reinforce the agent-client relationship. Homesnap has relationships, data, software, and tools for residential real estate professionals that are complementary to CoStar’s existing offerings.

The following table summarizes the amounts recorded for acquired assets and assumed liabilities recorded at their fair values as of the acquisition date (in thousands):


	Preliminary: December 22, 2020		Measurement Period Adjustments		Updated Preliminary: December 22, 2020
Cash, cash equivalents and restricted cash	$	10,225	$	—	$	10,225
Accounts receivable	595		67		662
Lease right-of-use assets	3,437		—		3,437
Goodwill	211,114		(25,805)		185,309
Intangible assets	32,000		35,000		67,000
Deferred tax assets (liabilities)	7,502		(8,925)		(1,423)
Lease liabilities	(3,375)		—		(3,375)
Deferred revenue	(4,000)		—		(4,000)
Other assets and liabilities	(7,144)		(337)		(7,481)
Fair value of identifiable net assets acquired	$	250,354	$	0	$	250,354

The net assets of Homesnap were recorded at their estimated fair values. In valuing the acquired assets and assumed liabilities, fair value estimates were based primarily on future expected cash flows, market rate assumptions for contractual obligations and appropriate discount rates. The purchase price allocation is preliminary, subject primarily to the Company's assessment of certain tax matters. The estimated fair value of the customer base assets incorporated significant assumptions that had a material impact on the estimated fair value, such as discount rates, projected revenue growth rates, customer attrition rates and profit margins. See Note 8 for measurement period impact on goodwill.

The following table summarizes the fair values (in thousands) of the identifiable intangible assets acquired in the Homesnap acquisition included in the Company's North America operating segment, their related estimated useful lives (in years) and their respective amortization methods:


	Estimated Fair Value		Estimated Useful Life	Amortization Method
Customer base	$	45,000	10	Accelerated
Trade name	7,000		10	Straight-line
Technology	15,000		6	Straight-line
Total intangible assets	$	67,000

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

intangible assets that do not qualify for separate recognition, such as the assembled workforce. The $185 million of goodwill recorded as part of the acquisition is associated with the Company's North America operating segment. Goodwill recorded in connection with this acquisition is not amortized, but is subject to an annual impairment test. Goodwill recognized is not deductible for income tax purposes.

As of March 31, 2021, transaction costs associated with the Homesnap acquisition were not material.

Ten-X

On June 24, 2020, pursuant to the Agreement and Plan of Merger, dated May 13, 2020, by and among CoStar Realty Information, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“CRI”), Crescendo Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CRI (“Merger Sub”), Ten-X Holding Company, Inc., a Delaware corporation ("Ten-X Holding"), and Thomas H. Lee Equity Fund VII L.P., a Delaware limited partnership, solely in its capacity as representative thereunder, Merger Sub was merged with and into Ten-X Holding (the “Merger”), with Ten-X Holding surviving the Merger as a wholly-owned subsidiary of CRI. In connection with the Merger, the Company acquired all of the issued and outstanding equity interests in Ten-X Holding and Ten-X Holding's subsidiaries (collectively, "Ten-X") for a purchase price of ~~$187~~$188 million in cash. Ten-X operates an online auction platform for commercial real estate. The Ten-X acquisition is expected to enable the Company to create a new end-to-end commercial real estate platform, combining LoopNet and ~~our~~CoStar's online audience of buyers with Ten-X’s leadership in online auctions for performing and distressed assets.

The following table summarizes the amounts recorded for acquired assets and assumed liabilities recorded at their fair values as of the acquisition date (in thousands):



	Preliminary: June 24, 2020
Cash and cash equivalents		$	3,290
Accounts receivable		131
Lease right-of-use assets		4,945
Goodwill	~~135,446~~			135,700
Intangible assets		58,000
Lease liabilities		(4,945)
Deferred tax liabilities	~~(4,810)~~			(4,816)
Other assets and liabilities	~~(4,697)~~			(4,590)
Fair value of identifiable net assets acquired		$	~~187,360~~187,715

The net assets of Ten-X were recorded at their estimated fair values. In valuing the acquired assets and assumed liabilities, fair value estimates were based primarily on future expected cash flows, market rate assumptions for contractual obligations and appropriate discount rates. The purchase price allocation is preliminary, subject to ~~the final determination of net working capital as of the acquisition date, and~~ the Company's assessment of certain tax matters. The estimated fair value of the customer base assets incorporated significant assumptions that had a material impact on the estimated fair value, such as discount rates, projected revenue growth rates, customer attrition rates and profit margins.

The following table summarizes the fair values (in thousands) of the identifiable intangible assets acquired in the Ten-X acquisition included in the Company's North America operating segment, their related estimated useful lives (in years) and their respective amortization methods:


	Estimated Fair Value		Estimated Useful Life	Amortization Method
Customer base	$	46,000	6	Accelerated
Technology	11,000		5	Straight-line
Other intangible assets	1,000		2	Straight-line
Total intangible assets	$	58,000

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~COSTAR GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

intangible assets that do not qualify for separate recognition, such as the assembled workforce. The ~~$135.4~~$136 million of goodwill recorded as part of the acquisition is associated with the Company's North America operating segment. Goodwill recorded in connection with this acquisition is not amortized, but is subject to an annual impairment test. Goodwill recognized is not deductible for income tax purposes.

As of ~~September 30, 2020,~~March 31, 2021, transaction costs associated with the Ten-X acquisition were not material. The Company paid $3 million in incentive compensation to Ten-X employees negotiated as part of the acquisition, ~~the~~and this expense was recognized in the post-combination ~~period.~~

~~RentPath~~

On February 11, 2020, RentPath Holdings, Inc. (“RentPath”), certain direct or indirect wholly-owned subsidiaries of RentPath (together with RentPath, the “Sellers”), and, solely for the purposes set forth therein, CSGP Holdings, LLC (“CSGP”), an indirect wholly owned subsidiary of the Company ("Buyer") entered into an asset purchase agreement (the “Asset Purchase Agreement”) dated as of February 12, 2020. Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions set forth therein, CSGP agreed to acquire for $588 million in cash all of the equity interests of RentPath, as reorganized following an internal restructuring of the Sellers (“Reorganized RentPath") pursuant to and under the joint chapter 11 plan of reorganization of the Sellers and certain of their affiliates to be filed in the U.S. Bankruptcy Court for the District of Delaware. Under the terms of the Asset Purchase Agreement, the Company agreed to guarantee the full and timely performance of CSGP’s obligations under the Asset Purchase Agreement. The completion of the transaction is subject to customary conditions, including the expiration or termination of the applicable waiting period under applicable antitrust laws and bankruptcy approvals. On April 29, 2020, the Company and RentPath each received a request for additional information from the U.S. Federal Trade Commission (“FTC”) with respect to the acquisition. The FTC’s additional request extends the waiting period imposed by the Hart-Scott Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) until the parties complete the compliance process and the FTC completes its review of the substance of the parties' submission. Bankruptcy court approval was obtained on June 9, 2020. On July 29, 2020, the Company exercised its option pursuant to the Asset Purchase Agreement to extend the date after which either the Sellers or the Buyer may terminate the Asset Purchase Agreement if the transaction has not closed (the “Outside Date”) for an additional three months until November 12, 2020 in exchange for payment of $7.5 million. As required by the Asset Purchase Agreement, the Company paid a $59 million break fee into a cash escrow account. In the event the Asset Purchase Agreement is terminated under specified circumstances and either certain antitrust approvals are not obtained or a governmental order related to antitrust or competition matters prohibits the consummation of the transaction, this amount is not refundable to the Company. As the transaction had not closed as of September 30, 2020, the break fee is recorded as restricted cash within cash, cash equivalents and restricted cash ~~on the Company's condensed consolidated balance sheets.~~

~~STR, LLC and STR Global Ltd.~~

~~On Octo~~ber 22, 2019, the Company acquired all of the issued and outstanding equity interests of STR for a purchase price of $436 million. STR is a global provider of benchmarking and analytics for the hospitality industry. The combination of STR's and CoStar's offerings is expected to allow for the creation of valuable new and improved tools for industry participants. The Company applied the acquisition method to account for the STR transaction, which requires that assets acquired and liabilities assumed be recorded at their fair values as of the acquisition date.

~~COSTAR GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

~~The following table summarizes the amounts recorded for acquired assets and assumed liabilities recorded at their fair values as of the acquisition date (in thousands):~~

Final:
October 22, 2019

~~Cash and cash equivalents~~

~~11,620~~

~~Accounts receivable~~

~~8,067~~

~~Lease right-of-use assets~~

~~7,306~~

~~Goodwill~~

~~261,868~~

~~Intangible assets~~

~~178,000~~

~~Lease liabilities~~

~~(7,306)~~

~~Deferred revenue~~

~~(10,966)~~

~~Deferred tax liabilities~~

~~(7,980)~~

~~Other assets and liabilities~~

~~(4,815)~~

~~Fair value of identifiable net assets acquired~~

~~435,794~~

The net assets of STR were recorded at their estimated fair values. In valuing the acquired assets and assumed liabilities, fair value estimates were based primarily on future expected cash flows, market rate assumptions for contractual obligations and appropriate discount rates. Measurement period adjustments primarily relate to the determination of working capital as of the acquisition date. The customer base assets incorporated significant assumptions that had a material impact on the estimated fair value, such as discount rates, projected revenue growth rates, customer attrition rates and projected profit margins. The following table summarizes the fair values (in thousands) of the identifiable intangible assets included in each of the Company's operating segments, their related estimated useful lives (in years) and their respective amortization methods:

North America International
Estimated Fair Value Estimated Useful Life Estimated Fair Value Estimated Useful Life Amortization Method
Customer base $ 97,000 13 $ 42,000 10 Accelerated
Trade name 24,000 15 — Straight-line
Other intangible assets 10,000 5 5,000 5 Straight-line
Total intangible assets $ 131,000 $ 47,000

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the STR acquisition includes but is not limited to: (i) the expected synergies and other benefits that the Company believes will result from combining its operations with STR's operations; and (ii) any intangible assets that do not qualify for separate recognition, such as the assembled workforce. Goodwill recorded in connection with this acquisition is not amortized, but is subject to an annual impairment test. Of the $262 million of goodwill recorded as part of the acquisition, $159 million and $103 million are associated with the Company's North America and International operating segments, respectively. The goodwill recognized in the North America operating segment is expected to be deductible for income tax purposes in future periods.

As part of the STR acquisition, the Company incurred $2 million of transaction costs. Additionally, the Company paid $15 million into a cash escrow account for deferred compensation for certain STR employees, to be paid to active employees after a defined one year period following the acquisition or if and when the employment of such employees is earlier terminated by the Company without cause or by the employee for good reason. In the event some or all of those employees are not entitled to their retention bonus, the funds will be remitted to the seller. The Company is recognizing compensation expense for the deferred compensation over the one-year post-combination period.

~~COSTAR GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

~~Off Campus Partners, LLC Acquisition~~

On June 12, 2019, the Company acquired Off Campus Partners, LLC ("OCP"), a provider of student housing marketplace content and technology to U.S. universities for $16 million. The purchase agreement required an initial payment of $14 million, net of cash acquired, at the time of closing, with the remainder of the purchase price payable one year following the acquisition date, subject to offset for indemnification claims or adjustments to the purchase price after final determination of closing net working capital. Duringduring the three months ended ~~June~~September 30, 2020, the Company paid the remaining purchase price in full. As part of the acquisition, the Company recorded goodwill and intangibles assets of $8 million and $9 million, respectively. The net assets of OCP were recorded at their estimated fair value. Measurement period adjustments recognized in 2019 were not material.2020.

Pro Forma Financial Information

The unaudited pro forma financial information presented below summarizes the combined results of operations for the Company, ~~STR~~Ten-X and ~~Ten-X~~Homesnap as though the companies were combined as of January 1, ~~2018 and January 1, 2019, respectively.~~2019. The unaudited pro forma financial information for all periods presented includes amortization charges from acquired intangible assets, retention compensation, as referenced above, and the related tax effects, along with certain other accounting effects, but excludes the impacts of any expected operational synergies. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the ~~acquisition~~acquisitions had taken place on January 1, ~~2018 and January 1, 2019, respectively.~~2019.

The unaudited pro forma financial information for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 ~~and 2019~~ combine the historical results of the Company, ~~STR~~Ten-X and ~~Ten-X~~Homesnap for the periods prior to the acquisition date, and the effects of the pro forma adjustments listed above.

The unaudited pro forma financial information, in the aggregate, was as follows (in thousands, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Revenue $ 425,620 $ 385,221 $ 1,237,544 $ 1,110,912
Net income $ 60,897 $ 68,809 $ 178,591 $ 195,854
Net income per share - basic $ 1.56 $ 1.89 $ 4.73 $ 5.40
Net income per share - diluted $ 1.55 $ 1.88 $ 4.70 $ 5.35


	Three Months Ended March 31, 2020

Revenue	$	411,289
Net income	$	64,244
Net income per share - basic	$	1.76
Net income per share - diluted	$	1.75

6.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 ~~September 30, 2020,~~March 31, 2021, the Company's financial assets comprise Level 1 cash equivalents with original maturities of three months or less in the amount of ~~$3,512 million.~~$3.4 billion. As of ~~September 30, 2020,~~March 31, 2021, the Company had no Level 2 or Level 3 financial assets measured at fair value.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2020, the Company sold its ARS investments for $10.3 million and recognized a realized loss of $0.5 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 included in other (expense) income on the Company's condensed consolidated statements of operations.

~~COSTAR GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

The following table represents the Company's investments in marketable securities and fair value measurements by investment category reported as cash equivalents and investments as of December 31, 2019 (in thousands):

December 31, 2019
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value Level 1 Level 2 Level 3
Cash equivalents $ 576,761 $ 0 $ 0 $ 576,761 $ 576,761 $ — $ —
Auction rate securities 10,800 0 (730) 10,070 0 0 10,070
Total cash equivalents and long-term investments $ 587,561 $ 0 $ (730) $ 586,831 $ 576,761 $ 0 $ 10,070

The Company’s Level 3 assets consisted of ARS; whose underlying assets were primarily student loan securities supported by guarantees from the Federal Family Education Loan Program of the U.S. Department of Education. As of December 31, 2019, these investments were in an unrealized loss position for a period of twelve months or greater. The unrealized losses were generated primarily from changes in interest rates and ARS that failed to settle at auction due to adverse conditions in the global credit markets. The losses were considered temporary, as the contractual terms of these investments do not permit the issuer to settle the security at a price less than the amortized cost of the investment. The Company had no realized gains or losses on its investments during the year ended December 31, 2019.

In addition to the financial instruments listed above, the Company holds other financial instruments, including cash equivalents, cash deposits, accounts receivable, accounts payable, accrued expenses and ~~senior notes.~~Senior Notes. The carrying value for

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

such financial instruments, other than the ~~senior notes,~~Senior Notes, each approximated their fair values as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. The estimated fair value of the Company's outstanding ~~senior notes~~Senior Notes using quoted prices from the over-the-counter markets, considered Level 2 inputs, was ~~$1.03~~$0.97 billion as of ~~September 30, 2020.~~March 31, 2021.

7.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 eight 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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
Operating lease costs:	Operating lease costs:	2020		2019		2020		2019		Operating lease costs:	2021				2020

Cost of revenues	Cost of revenues	$	2,992	$	2,690	$	8,732	$	9,080		Cost of revenues		$	2,324			$	2,894
Software development	Software development	1,628		1,091		4,412		3,070		Software development	1,393				1,396
Selling and marketing (excluding customer base amortization)	Selling and marketing (excluding customer base amortization)	2,636		2,198		7,725		6,568		Selling and marketing (excluding customer base amortization)	2,650				2,539
General and administrative	General and administrative	1,259		995		3,609		2,237		General and administrative	1,308				1,174
Total operating lease costs	Total operating lease costs	$	8,515	$	6,974	$	24,478	$	20,955	Total operating lease costs	$	7,675			$	8,003

The impact of lease costs related to finance leases and short-term leases was not material for the three ~~and nine~~ months ended ~~September 30, 2020.~~March 31, 2021.

Supplemental balance sheet information related to operating leases was as follows (in thousands):


Balance	Balance Sheet Location	March 31, 2021			December 31, 2020




Operating lease liabilities		$	124,904		$	148,975
Less: imputed interest		(8,799)			(10,998)
Present value of lease liabilities		116,105			137,977
Less: current portion of lease liabilities	Lease liabilities	27,932			32,648
Long-term lease liabilities	Lease and other long-term liabilities	$	88,173		$	105,329

Weighted-average remaining lease term in years		4.0			4.0
Weighted-average discount rate		3.6		%	3.6		%

Balance sheet information related to finance leases was not material as of March 31, 2021.

Supplemental cash flow information related to leases was as follows (in thousands):


	Three Months Ended March 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases	$	8,980	$	8,709

ROU assets obtained in exchange for lease obligations:
Operating leases	$	1,864	$	5,080

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~Supplemental balance sheet information related to operating leases was as follows (in thousands):~~

Balance Balance Sheet Location September 30, 2020 December 31, 2019
Operating lease liabilities $ 148,503 $ 165,542
Less: imputed interest (11,978) (15,719)
Present value of lease liabilities 136,525 149,823
Less: current portion of lease liabilities Lease liabilities 31,494 29,670
Long-term lease liabilities Lease and other long-term liabilities $ 105,031 $ 120,153
Weighted-average remaining lease term in years 4.3 5.0
Weighted-average discount rate 3.8 % 4.0 %

~~Balance sheet information related to finance leases was not material as of~~ ~~September 30, 2020~~.

~~Supplemental cash flow information related to leases was as follows (in thousands):~~

Nine Months Ended
September 30,
2020 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases $ 26,924 $ 24,114
ROU assets obtained in exchange for lease obligations:
Operating leases $ 11,124 $ 7,048

8.GOODWILL

The changes in the carrying amount of goodwill by operating segment consist of the following (in thousands):


		North America		International		Total			North America		International		Total
Goodwill, December 31, 2018		$	1,573,088	$	38,447	$	1,611,535
Goodwill, December 31, 2019								Goodwill, December 31, 2019	$	1,738,360	$	143,660	$	1,882,020
Acquisitions, including measurement period adjustments(1)	Acquisitions, including measurement period adjustments(1)	165,272		102,532		267,804		Acquisitions, including measurement period adjustments(1)	347,134		1,273		348,407
Effect of foreign currency translation	Effect of foreign currency translation	0		2,681		2,681		Effect of foreign currency translation	0		5,572		5,572
Goodwill, December 31, 2019		1,738,360		143,660		1,882,020
Goodwill, December 31, 2020								Goodwill, December 31, 2020	2,085,494		150,505		2,235,999
Acquisitions, including measurement period adjustments(2)	Acquisitions, including measurement period adjustments(2)	135,765		113		135,878		Acquisitions, including measurement period adjustments(2)	(25,805)		0		(25,805)
Effect of foreign currency translation	Effect of foreign currency translation	0		(2,819)		(2,819)		Effect of foreign currency translation	0		782		782
Goodwill, September 30, 2020		$	1,874,125	$	140,954	$	2,015,079
Goodwill, March 31, 2021								Goodwill, March 31, 2021	$	2,059,689	$	151,287	$	2,210,976
__________________________	__________________________							__________________________

(1) ~~In connection with the acquisition of Cozy Services, LLC, during 2019 the Company recorded a measurement period adjustment which resulted in a $1 million reduction to the initial amount of~~North America goodwill ~~of approximately $53 million.~~

~~(2)~~ ~~Goodwill~~ for the ~~nine months~~year ended ~~September 30,~~December 31, 2020, includes goodwill recorded in connection with the ~~acquisition~~acquisitions of Ten-X and Homesnap, as well as STR measurement period adjustments to goodwill of $0.3 million. International goodwill for the year ended December 31, 2020 includes goodwill recorded in connection with the acquisition of Emporis GmbH of $1.2 million and STR measurement period adjustments of $0.1 ~~million recorded~~million.

(2) North America goodwill during the three months ended March 31, ~~2020 to the North America and International reporting segments, respectively.~~2021, includes Homesnap measurement period adjustments of $25.8 million. See Note 5 for acquisition details.

The Company recorded goodwill of approximately ~~$135~~$185 million and $136 million in connection with the December 2020 Homesnap and June ~~24,~~ 2020 ~~acquisition of~~ Ten-X ~~$262 million in connection with the October 22, 2019 acquisition of STR and approximately $8 million in connection with the June 2019 acquisition of OCP.~~acquisitions, respectively.

NaN impairments of the Company's goodwill were recognized during the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

~~COSTAR GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

9.INTANGIBLE ASSETS

Intangible assets consist of the following (in thousands, except amortization period data):


		September 30, 2020		December 31, 2019		Weighted- Average Amortization Period (in years)		March 31, 2021		December 31, 2020		Weighted- Average Amortization Period (in years)

Acquired technology and data	Acquired technology and data	$	116,235	$	105,168	5	Acquired technology and data	$	131,433	$	131,551	5
Accumulated amortization	Accumulated amortization	(95,607)		(90,542)			Accumulated amortization	(100,013)		(97,791)
Acquired technology and data, net	Acquired technology and data, net	20,628		14,626			Acquired technology and data, net	31,420		33,760

Acquired customer base	Acquired customer base	532,315		487,532		11	Acquired customer base	581,041		545,643		10
Accumulated amortization	Accumulated amortization	(277,716)		(233,202)			Accumulated amortization	(314,819)		(296,758)
Acquired customer base, net	Acquired customer base, net	254,599		254,330			Acquired customer base, net	266,222		248,885

Acquired trade names and other intangible assets	Acquired trade names and other intangible assets	239,325		236,358		12	Acquired trade names and other intangible assets	264,674		249,465		11
Accumulated amortization	Accumulated amortization	(99,944)		(84,118)			Accumulated amortization	(111,975)		(105,365)
Acquired trade names and other intangible assets, net	Acquired trade names and other intangible assets, net	139,381		152,240			Acquired trade names and other intangible assets, net	152,699		144,100

Intangible assets, net	Intangible assets, net	$	414,608	$	421,196		Intangible assets, net	$	450,341	$	426,745

NaN impairments of the Company's intangible assets were recognized during the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

10.LONG-TERM DEBT

The table below presents the components of outstanding debt (in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
2.800% Senior Notes due July 15, 2030	2.800% Senior Notes due July 15, 2030	$	1,000,000	$	0	2.800% Senior Notes due July 15, 2030	$	1,000,000	$	1,000,000
2020 Credit Agreement, due July 2025		0		0
2020 Credit Agreement, due July 1, 2025						2020 Credit Agreement, due July 1, 2025	0		0
Total face amount of long-term debt	Total face amount of long-term debt	1,000,000		0		Total face amount of long-term debt	1,000,000		1,000,000
Senior notes unamortized discount and issuance costs		(13,587)
Senior Notes unamortized discount and issuance costs						Senior Notes unamortized discount and issuance costs	(12,982)		(13,285)
Long-term debt, net	Long-term debt, net	$	986,413	$	0	Long-term debt, net	$	987,018	$	986,715

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”). The Senior Notes were sold to a group of financial institutions as initial purchasers who subsequently resold the Senior Notes to non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act at a purchase price equal to 99.921% of their principal amount. Interest on the Senior Notes is payable semi-annually in arrears beginning on January 15, 2021. The Senior Notes may be redeemed in whole or in part by the Company (a) at any time prior to April 15, 2030 at a redemption price equal to 100% of the principal amount of the Senior Notes, plus the Applicable Premium (as calculated in accordance with the indenture governing the Senior Notes) as of, and any accrued and unpaid interest, if any, on the principal amount of Senior Notes being redeemed to, but excluding, the redemption date, and (b) on or after April 15, 2030 at a redemption price equal to 100% of the principal amount of the Senior Notes, plus any accrued and unpaid interest, if any, on the principal amount of Senior Notes being redeemed to, but excluding, the redemption date. The Company’s obligations under the Senior Notes are guaranteed on a senior, unsecured basis by the Company’s domestic wholly owned ~~subsidiaries.~~subsidiaries and contain covenants and other customary provisions with which the Company was in compliance with as of March 31, 2021.

~~In connection with the issuance of the Senior Notes, the Company incurred approximately $13 million in debt issuance costs.~~

~~COSTAR GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

Revolving Credit Facility

On July 1, 2020, the Company also entered into a second amended and restated credit agreement (the "2020 Credit Agreement"), which amended and restated in its entirety the then-existing credit agreement originally entered into in April 1, 2014 and amended and restated on October 19, 2017 (the “2017 Credit Agreement”). The 2020 Credit Agreement 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. On July 1, 2020, the Company repaid in full the balance on its existing $750 million revolving credit facility under the 2017 Credit Agreement using the proceeds from the issuance of the Senior Notes. 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.

Subject to certain conditions, on no more than five occasions, the Company may request increases in the amount of revolving commitments and/or the establishment of term commitments under the 2020 Credit Agreement. Borrowings under the 2020 Credit Agreement will bear interest at a floating rate which can be, at the Company’s option, either (a) an alternate base rate plus an applicable rate ranging from 0.50% to 1.25% or (b) a LIBOR or EURIBOR (with a floor of 0.00%) 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). As LIBOR may not always be available to the Company as a base interest rate for borrowings under the credit ~~facility.~~facility, the 2020 Credit Agreement allows the Company and the administrative agent under the 2020 Credit Agreement to amend the 2020 Credit Agreement to replace LIBOR with one or more Secured Overnight Financing Rate (“SOFR”) based rates or another alternative benchmark rate. 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.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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. During any period of time that the Company has obtained and maintained a corporate investment grade rating from at least two designated rating agencies and no Event of Default is continuing, the Company is not subject to certain covenants, such as restrictions on the ability to incur indebtedness (such period, a “Covenant Suspension Period”). As of ~~September 30, 2020,~~March 31, 2021, the Company is in a Covenant Suspension Period. 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 ~~September 30, 2020.~~March 31, 2021.

~~In connection with the 2020 Credit Agreement, the Company incurred approximately $3.6 million in debt issuance costs.~~ As of ~~September 30, 2020,~~March 31, 2021, the Company had not drawn any amounts under this facility.

The Company had an irrevocable standby letter of credit outstanding totaling $0.2 million as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, which is required to secure its San Francisco office lease. The letter of credit was established in 2014 and automatically renews annually through January 31, 2025.

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the Company recognized interest expense as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Interest on outstanding borrowings	Interest on outstanding borrowings	$	7,000	$	0	$	11,509	$	0	Interest on outstanding borrowings	$	7,000	$	276
Amortization of senior notes discount and issuance costs		574		218		1,082		657
Amortization of Senior Notes discount and issuance costs										Amortization of Senior Notes discount and issuance costs	578		292
Commitment fees and other	Commitment fees and other	492		479		1,133		1,422		Commitment fees and other	511		604
Total interest expense	Total interest expense	$	8,066	$	697	$	13,724	$	2,079	Total interest expense	$	8,089	$	1,172

The Company had ~~$5.2~~$4.7 million and ~~$2.5~~$4.9 million of deferred debt issuance costs as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 in connection with the 2020 Credit ~~Agreement and 2017 Credit Agreement, respectively.~~Agreement. These amounts are included in deposits and other assets on the Company's condensed consolidated balance sheets.

11.INCOME TAXES

The income tax provision reflects an effective tax rate of approximately 20% and 7% for the three months ended March 31, 2021 and 2020, respectively. The increase in the effective tax rate for the three months ended March 31, 2021 was due to higher income before income taxes, as well as a decrease in excess tax benefits.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~11.INCOME TAXES~~

The income tax provision reflects an effective tax rate of approximately 16% and 21% for the three months ended September 30, 2020 and 2019, respectively, and 15% and 18% for the nine months ended September 30, 2020 and 2019, respectively. The decrease in the effective tax rate for the three and nine months ended September 30, 2020 was primarily due to lower income before income taxes for the three and nine months ended September 30, 2020, as well as an increase in excess tax benefits.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The CARES Act did not have a material impact on the Company's condensed consolidated financial statements for the nine months ended September 30, 2020.

12.COMMITMENTS AND CONTINGENCIES

The following summarizes ~~our~~the Company's significant contractual obligations, including related payments due by period, as of ~~September 30, 2020~~March 31, 2021 (in thousands):


Year Ending December 31,	Year Ending December 31,	Operating lease obligations		Long-term debt principal payments		Long-term debt principal interest payments		Year Ending December 31,	Operating lease obligations		Long-term debt principal payments		Long-term debt principal interest payments
Remainder of 2020		$	9,792	$	0	$	0
2021		34,982		0		29,089
Remainder of 2021								Remainder of 2021	$	23,766	$	0	$	14,000
2022	2022	33,073		0		28,000		2022	31,066		0		28,000
2023	2023	31,575		0		28,000		2023	29,494		0		28,000
2024	2024	25,887		0		28,000		2024	26,162		0		28,000
2025								2025	10,931		0		28,000
Thereafter	Thereafter	13,194		1,000,000		168,000		Thereafter	3,485		1,000,000		140,000
Total	Total	$	148,503	$	1,000,000	$	281,089	Total	$	124,904	$	1,000,000	$	266,000

Currently, and from time to time, the Company is involved in litigation incidental to the conduct of its business. In accordance with GAAP, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. While it is reasonably possible that an unfavorable outcome may occur as a result of one or more of the Company’s current litigation matters, at this time, management has concluded that the resolutions of these matters are not expected to have a material effect on the Company's consolidated financial position, future results of operations or liquidity. Legal defense costs are expensed as incurred.

13.SEGMENT REPORTING

Segment Information

The Company manages its business geographically in 2 operating segments, with the primary areas of measurement and decision-making being North America, which includes the U.S. and Canada, and International, which primarily includes Europe, Asia-Pacific and Latin America. Management relies on an internal management reporting process that provides revenue and operating segment net income before interest expense (income) and other expense (income), loss on debt extinguishment, income taxes, depreciation and amortization (“EBITDA”). Management believes that operating segment EBITDA is an appropriate measure for evaluating the operational performance of the Company’s operating segments. EBITDA is used by management to internally measure operating and management performance and to evaluate the performance of the business. However, this measure should be considered in addition to, not as a substitute for or superior to, income from operations or other measures of financial performance prepared in accordance with GAAP.

Summarized EBITDA information by operating segment consists of the following (in thousands):


	Three Months Ended March 31,
	2021		2020

North America	$	135,858	$	102,413
International	(322)		(2,293)
Total EBITDA	$	135,536	$	100,120

The reconciliation of net income to EBITDA consists of the following (in thousands):

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~Summarized EBITDA information by operating segment consists of the following (in thousands):~~


	Three Months Ended March 31,
	2021		2020
Net income	$	74,212	$	72,793
Amortization of acquired intangible assets in cost of revenues	7,408		6,005
Amortization of acquired intangible assets in operating expenses	18,419		11,484
Depreciation and other amortization	8,500		6,767
Interest expense (income)	7,878		(1,651)
Other expense (income)	50		(841)

Income tax expense	19,069		5,563
EBITDA	$	135,536	$	100,120

Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
North America $ 107,906 $ 115,973 $ 322,611 $ 326,648
International 579 (2,882) (4,708) (6,852)
Total EBITDA $ 108,485 $ 113,091 $ 317,903 $ 319,796

~~The reconciliation of net income to EBITDA consists of the following (in thousands):~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
Net income $ 58,186 $ 78,619 $ 191,339 $ 227,036
Amortization of acquired intangible assets in cost of revenues 6,612 4,957 18,671 15,503
Amortization of acquired intangible assets in operating expenses 18,258 7,586 44,677 22,443
Depreciation and other amortization 6,806 6,279 20,563 19,289
Interest expense (income) 7,537 (4,414) 9,482 (13,304)
Other expense (income) 338 (240) (29) (779)
Income tax expense 10,748 20,304 33,200 49,608
EBITDA $ 108,485 $ 113,091 $ 317,903 $ 319,796

Summarized information by operating segment consists of the following (in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Property and equipment, net:	Property and equipment, net:					Property and equipment, net:
North America	North America	$	124,320	$	103,383	North America	$	237,112	$	123,634
International	International	2,960		4,146		International	2,368		2,691
Total property and equipment, net	Total property and equipment, net	$	127,280	$	107,529	Total property and equipment, net	$	239,480	$	126,325

Goodwill:	Goodwill:					Goodwill:
North America	North America	$	1,874,125	$	1,738,360	North America	$	2,059,689	$	2,085,494
International	International	140,954		143,660		International	151,287		150,505
Total goodwill	Total goodwill	$	2,015,079	$	1,882,020	Total goodwill	$	2,210,976	$	2,235,999

Assets:	Assets:					Assets:
North America	North America	$	6,561,083	$	3,615,258	North America	$	6,695,270	$	6,674,974
International	International	236,242		238,728		International	246,701		240,446
Total assets	Total assets	$	6,797,325	$	3,853,986	Total assets	$	6,941,971	$	6,915,420

Liabilities:	Liabilities:					Liabilities:
North America	North America	$	1,433,164	$	402,759	North America	$	1,446,580	$	1,496,894
International	International	46,103		45,634		International	48,466		43,167
Total liabilities	Total liabilities	$	1,479,267	$	448,393	Total liabilities	$	1,495,046	$	1,540,061

14.PURCHASE OF BUILDING

On January 22, 2021, the Company purchased an office building located in Richmond, Virginia (the "Richmond building"), together with the land and assumed an existing lease for a purchase price of $131 million, inclusive of property taxes, title insurance and other transaction costs. The purchase of the Richmond building was accounted for as an asset acquisition, including an intangible asset for the assumed lease. For the three months ended March 31, 2021, the net impact from the lease arrangement is recorded in other (expense) income on the condensed consolidated statements of operations and was not material to the Company.

COSTAR GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

15. SUBSEQUENT EVENTS

Homes.com

On April 14, 2021, CRI, a wholly-owned subsidiary of the Company, Landmark Media Enterprises, LLC (“Landmark”), and Homes Group, LLC ("Homes") entered into a securities purchase agreement, pursuant to which CRI agreed to acquire all of the outstanding equity interests in Homes from Landmark for $156 million in cash subject to a customary working capital and other post-closing adjustments. Homes operates Homes.com, a residential property listing and marketing portal that supports residential agents and brokers in the home sale process. The transaction is subject to customary closing conditions and regulatory review. The Company currently expects the transaction to close in the first half of 2021.

~~14.STOCKHOLDERS' EQUITY~~

~~Equity Offering~~

On May 28, 2020, the Company completed a public equity offering of 2,633,587 shares of common stock for $655 per share. Net proceeds from the public equity offering were approximately $1.7 billion, after deducting approximately $35.0 million of underwriting fees, commissions and other stock issuance costs. The Company intends to use the net proceeds from the sale of the securities to fund all or a portion of the costs of any strategic acquisitions it pursues in the future, to finance the growth of its business and for working capital and other general corporate purposes. General corporate purposes may include additions to working capital, capital expenditures, repayment of debt, investments in the Company’s subsidiaries, and the repurchase, redemption or retirement of securities, including the Company’s common stock.

Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on February 26, 2020, for further details on the Company's Stockholders' Equity.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward-looking statements,” including statements about our beliefs and expectations. There are many risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements. Potential factors that could cause actual results to differ materially from those discussed in any forward-looking statements include, but are not limited to, those discussed in “Cautionary Statement Concerning Forward-Looking Statements” at the end of this Item 2 and “Risk Factors” in Item 1A of Part III of ~~this Quarterly~~our Annual Report on Form ~~10-Q,~~10-K for the year ended December 31, 2020, as well as those described from time to time in our filings with the Securities and Exchange Commission.

All forward-looking statements in this filing are based on information available to us on the date of this filing, and we assume no obligation to update such statements, whether as a result of new information, future events or otherwise, except as required by law. The following discussion should be read in conjunction with our Annual Report on Form 10-K ~~Quarterly Reports on Form 10-Q,~~for the year ended December 31, 2020, our subsequent Current Reports on Form 8-K and other filings with the Securities and Exchange Commission and the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.

Overview

CoStar Group, Inc. (the “Company” or “CoStar”) is the number one provider of information, analytics and online marketplaces to the commercial real estate industry in the United States (“U.S.”) and United Kingdom (“U.K.”) based on the fact that we offer the most comprehensive commercial real estate database available; have the largest research department in the industry; own and operate leading online marketplaces for commercial real estate and apartment listings in the U.S. based on the numbers of unique visitors and site visits per month; and provide more information, analytics and marketing services than any of our competitors. We have created and compiled a standardized platform of information, analytics and online marketplace services where industry professionals and consumers of commercial real estate, including apartments, and the related business communities, can continuously interact and facilitate transactions by efficiently accessing and exchanging accurate and standardized real estate-related information. Our service offerings span all commercial property types, including office, retail, industrial, multifamily, commercial land, mixed-use and hospitality. With our recent acquisition of Homesnap, Inc. (“Homesnap”) we also offer an online mobile software platform for residential real estate agents and brokers.

We manage our business geographically in two operating segments, with our 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. ~~On June 24, 2020, we acquired~~Our most recent strategic acquisitions include Ten-X Holding Company, Inc. and its subsidiaries ("Ten-X"), which operate an online auction platform for commercial real ~~estate.~~estate; Emporis GmbH, a Germany-based provider of international commercial real estate data and images, and Homesnap. See ~~Note~~Notes 5 and 8 to the accompanying Notes to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for further discussion of ~~this acquisition.~~the Ten-X and Homesnap acquisitions.

Our services are typically distributed to our clients under subscription-based license agreements that renew automatically, a majority of which have a term of at least one year. Upon renewal, many of the subscription contract rates may change in accordance with contract provisions or as a result of contract renegotiations. To encourage clients to use our services regularly, we generally charge a fixed monthly amount for our subscription-based services rather than charging fees based on actual system usage or number of paid clicks. Depending on the type of service, contract rates are generally based on one or more of the following factors: the number of sites, number of users, organization size, the client's business focus, the client's geographic location, 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. Our subscription clients generally pay contract fees on a monthly basis, but in some cases may pay us on a quarterly or annual basis. WeAuction transaction fees from our newly acquired online auction platform, Ten-X, are generally ~~see higher sales~~charged upon the successful closure of ~~Apartments.com listing services during the peak summer rental season and higher CoStar Suite sales towards the end~~an auction as a percentage of the ~~year; however, sales fluctuate from period-to-period and year-to-year and our revenue is not generally seasonal because our services are typically sold on a subscription basis.~~winning buyer's offer price for the commercial real estate property sold.

Our primary brands include ~~CoStar, LoopNet,~~CoStar®, LoopNet®, Apartments.com ~~STR, Ten-X, BizBuySell~~TM, STR®, Ten-X®, BizBuySell®, LandsofAmericaTM, and ~~LandsofAmerica. We also provide other services that complement those offered~~HomeSnap®, which are accessible via the Internet and through our primary brands. These include real estate and lease management solutions, lease administration and abstraction services through our CoStar Real Estate Manager service offerings; and market research, consulting and analysis, portfolio and debt analysis, and management and reporting capabilities through our CoStar Investment Analysis and CoStar Risk Analytics service offerings.mobile applications. Our principal service offerings are discussed in more detail below.

Impact of the COVID-19 Pandemic

A novel strain of coronavirus known as "COVID-19" was first identified in Wuhan, China in December 2019, and was subsequently declared a pandemic by the World Health Organization on March 11, 2020. COVID-19 has surfaced in nearly all

regions around the world and resulted in travel restrictions and business slowdowns or shutdowns in affected areas. The full impact of the COVID-19 pandemic is unknown and is evolving as the pandemic continues. ~~The COVID-19 pandemic did not materially affect the Company's condensed consolidated financial statements for the three and nine months ended September 30, 2020.~~

We are closely and continually monitoring the impact of the COVID-19 pandemic on our business, employees, customers, and communities. To protect the health and safety of our employees and to help stop the spread of the disease, we shifted to a digital, remote workplace in mid-March 2020. As of that time, nearly all of our employees began to work from ~~home and continue~~home. As our employees receive COVID-19 vaccinations, we are planning for a safe return to ~~do so as of~~ the ~~date of this filing. We have temporarily shifted certain employees’~~office in the upcoming months for those job ~~responsibilities so they can work from home and modified our in-person research and sales processes so~~activities that ~~they can~~may be ~~conducted~~done safely and in compliance with social distancing guidelines to protect our employees, our customers and our communities. We ~~believe~~incurred and expect to continue to incur expenses to help protect the health and safety of our employees ~~are~~and visitors. In response to the COVID-19 pandemic, we took steps to manage our costs, including minimizing hiring to essential positions, restricting business travel and canceling in-person marketing events. We expect to continue to minimize travel and restrict in-person marketing events during the first half of 2021. Overall, the increased direct spend related to the COVID-19 pandemic, including office reconfiguration, has not been material to date and has had minimal impact on our financial position and operating ~~at near normal levels of productivity in this digital environment.~~ results as these expenses have been generally offset by the cost savings described above.

We continue to monitor events related to the pandemic, as well as the guidelines and mandates provided by governmental and health authorities. We plan to continue adapting our business operations when and as deemed appropriate to comply with these guidelines and mandates and to respond to changing circumstances.

~~In connection with~~ The global workforce has been operating in an extraordinary and mostly digital and remote manner as the ~~shift~~world adapted to ~~work from home,~~protect individuals’ health and safety during the COVID-19 pandemic. During this time, many working adults have moved to different locations and adjusted to a different way of living. As a result, as we ~~incurred and may continue~~begin to ~~incur expenses~~transition our business back to ~~help employees perform their jobs effectively and securely.~~ ~~In preparation for an eventual return to work in~~ the office, we have ~~also incurred~~experienced and expect to continue to ~~incur expenses~~experience attrition among our workforce resulting in disruption and the potential for increased costs.

During 2020, we experienced the effects of the COVID-19 pandemic on our business, results of operations and overall financial performance. Such effects included, among others, a decrease in new customer sales, increases in customer cancellations, service reductions and failures to ~~help protect~~pay or delays in payments of amounts owed to us. During the ~~health~~first quarter of 2021, our company-wide net new bookings of subscription-based services and ~~safety of our employees and visitors.~~ renewal rates returned to pre-pandemic levels. In ~~response~~addition, we saw some improvements in collection trends along with improvements in the economy which has led to some reduction in the allowance for credit losses previously taken. Due to the uncertainty associated with the COVID-19 pandemic, we ~~had taken steps to manage our costs, including minimizing hiring to essential positions, restricting business travel and canceling in-person marketing events.~~ ~~We expect to~~will continue to ~~minimize travel and restrict in-person marketing events during the remainder of the year.~~ ~~Overall, the increased direct spend related to COVID-19 has not been material to date and has had minimal impact as~~monitor these ~~expenses have been generally offset by the cost savings of COVID-19 operational changes. As the situation evolves, we may implement additional cost reductions.~~

Current general economic conditions in the U.S. and the world as a result of the COVID-19 pandemic are negatively affecting business operations for our clients and are expected to result in business consolidations and, in certain circumstances, failures. In general, customers are seeking to reduce expenses as a result of current economic conditions. The extent and duration of any future continued weakening of the global economy is unknown. There can be no assurance that any of the governmental or private sector initiatives designed to strengthen the U.S. and other economies will ultimately be successful or available to us and our customers, and, if successful, when the benefits will be available or seen. ~~Because of the rapidly evolving nature of the COVID-19 pandemic and responses to it by,~~trends and the impact on ~~global economies,~~ our ~~revenue or earnings forecasts may not prove to be accurate.~~ results of operations. Any expected changes in financial results discussed in this report ~~including any expected impact of COVID-19,~~ are based on our current observations and experience and involve estimates and assumptions. As the extent and duration of the impacts from COVID-19 remain unclear, the ~~Company's~~Company’s estimates and assumptions may evolve as conditions change. ~~Our current observations and past experience and results may not be an indicator of ongoing trends or future results, and actual results could differ significantly from our estimates and expectations.~~

Our near-term revenues are relatively predictable as a result of our subscription-based business model; however, we expect that we will continue to experience the effects of the COVID-19 pandemic on our business, results of operations and overall financial performance. Such effects may include, among others, a decrease in new customer sales and increases in customer cancellations, suspensions, service reductions and failures to pay or delays in payments of amounts owed to us. We are more likely to incur asset impairment charges or restructuring charges, or further increase our allowance for credit losses, as a result of this crisis and related economic downturn, which could adversely affect our results of operations. The amount and frequency of such actions will be affected by the severity and duration of the COVID-19 pandemic. We experienced an increase in customer requests for cancellations and suspensions towards the end of the first quarter of 2020 that continued through May 2020; however, those requests have eased since then, and sales related to marketplace service offerings have returned to pre-pandemic levels. During the first three quarters of 2020, we increased the allowance for credit loss as a result of increased write-off trends and increased the forecasted credit loss estimate on high credit risk customers to reflect the uncertainty around the duration and speed of an economic recovery. Due to the uncertainty associated with the COVID-19 pandemic, we will continue to monitor customer behavior and its impact on our results of operations. See Note 4 to the accompanying Notes to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q and the "Comparison of Three Months Ended ~~September 30, 2020~~March 31, 2021 and Three Months Ended ~~September 30, 2019"~~March 31, 2020" below for further discussion.

It is currently unclear how the commercial real estate industry will ultimately be impacted by the virus as businesses formulate plans to return to the office, implement hybrid work arrangements – allowing work from the office or home, or switch to all work from home. If the demand for office space decreases significantly, there could be a downturn in the real estate market and many of our clients could be materially adversely affected. A depressed real estate market has a negative impact on our core customer base, which could impact our customers’ ability to subscribe and pay for our services and reduce demand for our services. Reduced demand and increased cancellations could cause our revenues or our revenue growth rate to decline and reduce our profitability. The COVID-19 pandemic did not materially affect our consolidated financial statements during 2020 or the three months ended March 31, 2021.

We strengthened our liquidity position through an equity offering of common stock in May 2020 and an offering of Senior Notes and amendment and restatement of our credit facility in early July 2020. See Note 10 ~~and Note~~ 14to the accompanying Notes to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q and the “Development, Investments and Expansion” below for further discussion of our recent equity and Senior Notes offerings and the 2020 Credit Agreement. ~~Overall, the~~The effects of the pandemic have not affected our ability to date to access funding on reasonably similar terms as were available to us prior to March 2020. We discuss the current and potential impact of select provisions of the CARES Act (defined below) in our liquidity discussion.

Service Offerings

Our principal information, analytics and online marketplace services are described in the following paragraphs by type of service:

Information and Analytics

CoStar Suite®. Our subscription-based information services consist primarily of CoStar Suite services. CoStar Suite is sold as a platform of service offerings consisting of CoStar Property®, CoStar COMPS®, CoStar Market Analytics, CoStar Tenant®, CoStar Lease Comps and CoStar Public Record through our online and mobile applications. Our integrated suite of online service offerings includes information about space available for lease, comparable sales information, information about properties for sale, tenant information, Internet marketing services, analytical capabilities, information for clients' websites, information about industry professionals and their business relationships, and industry news. ~~Our commercial real estate sales force is currently responsible for selling multiple product lines, including~~ CoStar Suite and LoopNet. Sales initiatives commenced in late 2019 shifted the focus of our sales force to sales of LoopNet Signature Ads, a premium listing service. As a result of this shift, as well as the continued impact of COVID-19 on our current and potential customer base,~~we have seen a decline in CoStar~~first quarter 2021 revenue growth rates ~~in 2020 and currently anticipate CoStar Suite~~remained relatively flat when compared to the first quarter of 2020. We expect revenue growth rates to ~~continue~~increase throughout 2021 as both subscription renewal rates and net new bookings of subscription-based services returned to ~~decline through~~2019 pre-pandemic levels in the ~~remainder~~first quarter of ~~the year. In the coming months, we plan to separate the CoStar and LoopNet sales teams and build out a dedicated LoopNet sales force.~~2021.

Information services. We provide real estate and lease management technology solutions, including lease administration, lease accounting and abstraction services, through our CoStar Real Estate Manager® service offerings, as well as portfolio and debt analysis, management and reporting capabilities through our CoStar Investment Analysis and CoStar Risk Analytics® service offerings. STR, Inc. and STR Global, Ltd. (together with STR, Inc., "STR") provides benchmarking and analytics for the hospitality industry. STR sells the majority of its services on a subscription basis, but also receives one-time or ad hoc transaction fee revenues. We provide information services internationally, through our Grecam, Belbex and Thomas Daily businesses in France, Spain and Germany, respectively. Sales of CoStar Real Estate Manager represent a significant portion of our information services revenue. CoStar Real Estate Manager's revenue growth rates increased significantly in 2018 as new clients adopted, and existing clients expanded their use of, CoStar Real Estate Manager to manage compliance with new lease accounting and reporting requirements that became effective for public companies for financial reporting periods beginning after December 15, 2018. CoStar Real Estate Manager continued to experience high revenue growth rates for most of 2019. In the first half of 2020, growth rates began to decline as the surge of the demand eased as companies passed the implementation date for the new requirements and customer behavior began to change in response to economic conditions, including delays in implementation of new services resulting in a reduction of implementation fees. During the third quarter of 2020, we experienced moderate increases in revenue growth rates compared to the second quarter of 2020 due to additional professional fees.

~~On October 22, 2019, we acquired~~ ~~STR and we now also provide STR’s complementary~~ benchmarking and analytics services to the hospitality industry. Sales of STR's services also represent a significant portion of our information services revenue. STR sells the majority of its services on a subscription basis, but also has one-time or ad hoc transaction fee revenues. The hospitality industry ~~has been severely impacted by COVID-19. As~~is slowly recovering from the impacts of COVID-19, as a result, STR revenue ~~for STR declined in~~was relatively flat during the ~~second~~first quarter asof 2021 when compared to the first ~~quarter. However, we saw a moderate increase in revenue in the third~~ quarter of 2020, ~~as compared~~but we expect it to improve during the second ~~quarter~~half of ~~2020. During~~2021. Overall, we expect moderate increases in information services revenue growth for the ~~first three quarters~~remainder of 2020, we provided payment extensions to certain STR customers and in the third quarter of 2020, we saw slight improvements in collections as hotels reopened. We will continue to monitor customer behavior and any resulting impact to our financial condition and results of operations. See Note 5 to the accompanying Notes to the ~~Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for further discussion~~ ~~of this acquisition.~~2021.

Online Marketplaces

Multifamily. Apartments.comTMis part of our network of apartment marketing sites, which primarily includes ApartmentFinder®, ForRent.com®, ApartmentHomeLiving.comTM, Apartamentos.comTM, Westside Rentals, and Off Campus Partners, LLC ("OCP"). Our network of subscription-based advertising services provides property management companies and landlords with a comprehensive advertising destination for their available rental units and offers renters a platform for searching for available rentals. InDuring the ~~third~~first quarter of ~~2020,~~2021, multifamily revenue growth rates ~~continued to increase relative to 2019~~remained relatively consistent with 2020 revenue growth rates as tenants, property owners and landlords continued to transact in our digital environment. ~~See Note 5~~We expect multifamily revenue growth rates to ~~the accompanying Notes to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for further discussion~~ ~~of the OCP acquisition.~~remain relatively consistent throughout 2021.

Commercial property and land. Our LoopNet.com network of commercial real estate websites offer subscription-based, online marketplace services that enable commercial property owners, landlords and real estate agents working on their behalf to ~~list~~advertise properties for sale or for lease and to submit detailed information about property listings. Commercial real estate agents,

buyers and tenants use the LoopNet.com network of online marketplace services to search for available property listings that meet their criteria. Loopnet.com represents a majority of the commercial property and land revenue. As part of our rebuild and launch of the LoopNet Signature Ads product, we rolled out new ad packages in the fourth quarter of 2019 and shifted the focus of our commercial real estate sales force to LoopNet Signature Ads. As a result, the LoopNet revenue growth rate increased in the fourth quarter of 2019 and in the first quarter of 2020. As a result of COVID-19 and its impact on the commercial real estate industry, LoopNet.com sales volumes declined and cancellations increased in the second quarter of 2020. In the third quarter ofOn June 24, 2020, we saw a significant increase in sales and a decline in cancellations. Overall, revenues in commercial property and land increased compared to the third quarter of 2019 primarily due to revenue from our newly acquired Ten-X, an online auction platform ~~Ten-X~~for commercial real estate. On December 22, 2020, we acquired Homesnap, an online and mobile software platform that provides user-friendly applications to ~~a lesser extent, revenue growth from LoopNet. Accordingly, we expect~~optimize residential real estate agent workflow and reinforce the ~~revenue growth rates will continue to increase for the reminder of the year relative to 2019 growth rates.~~agent-client relationship. Our BizBuySell network, which includes BizQuest® and FindaFranchise, and our Land.com network of sites, which includes LandsofAmerica, LandAndFarm and LandWatch®, are also included in our commercial property and land service revenue. The BizBuySell network provides online marketplaces for businesses for-sale and our Land.com network of sites provide online marketplaces for rural lands for-sale. Revenues in commercial property and land increased during the first quarter of 2021 compared to the first quarter of 2020 primarily due to revenue from our recent Ten-X and Homesnap acquisitions and, to a lesser extent, revenue growth from LoopNet.com. Overall, we expect commercial property and land revenue growth rates to increase in 2021 primarily due to the Homesnap acquisition and the continued impact of the Ten-X acquisition.

As of ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ our annualized net new bookings of subscription-based services on all contracts were approximately ~~$53~~$52 million and ~~$50~~$48 million, respectively, calculated based on the annualized amount of change in our sales resulting from all new subscription-based contracts or upsales on all existing subscription-based contracts, less write-downs and cancellations, for the period reported. ~~The factors resulting in this year-over-year change are discussed above.~~ We recognize subscription revenues on a straight-line basis over the life of the contract. Net bookings is considered a key indicator of future subscription revenue growth and is also used as a metric of salesforce productivity by management and investors.

For the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ our contract renewal rates for existing CoStar subscription-based services on annual contracts for both periods were approximately ~~89% and~~ 90%, ~~respectively,~~ and therefore our cancellation ~~rate~~rates for those services for the same periods were approximately ~~11% and~~ 10%~~, respectively.~~. Our contract renewal rate is a quantitative measurement that is typically closely

correlated with our revenue results. As a result, management believes that the rate may be a reliable indicator of short-term and long-term performance absent extraordinary circumstances. Our trailing twelve-month contract renewal rate may decline ~~in light~~as a result of COVID-19 developments, ~~and~~particularly if the resulting negative economic conditions ~~leading~~lead to greater business failures and/or consolidations among our clients, reductions in customer spending, or decreases in our customer base.

Development, Investments and Expansion

We plan to continue to invest in our business and our services, evaluate strategic growth opportunities, and pursue our key priorities as described below, while we closely monitor the economic developments from the COVID-19 pandemic and manage our response to such developments. We are committed to supporting, improving and enhancing our information, analytics and online marketplace solutions, including expanding and improving our offerings for our client base and site users, including property owners, property managers, buyers, commercial tenants, brokers, agents and residential renters. We expect to continue our software development efforts to improve existing services, introduce new services, integrate and cross-sell services, integrate recently completed acquisitions and expand and develop supporting technologies for our research, sales and marketing organizations. We reevaluate our priorities on a regular basis and may reevaluate our priorities as the COVID-19 pandemic continues to evolve.

Our key priorities for the remainder of ~~2020~~2021 currently include:

•Integrating and developing service offerings of recently completed acquisitions, including STR, Ten-X and ~~Ten-X,~~Homesnap, with our business operations. We are consolidating STR data and services with CoStar Suite ~~to create~~and creating an integrated platform. We expect that the combination of STR's and CoStar's offerings will allow us to create valuable new and improved tools for industry participants. We plan to drive international expansion, in part, through STR's global operations and to apply STR's benchmarking expertise to other commercial real estate segments we serve. We ~~also recently acquired Emporis, a Germany-based provider of international commercial real estate data and images that we plan to integrate into CoStar. We~~ are working on integrating the Ten-X platform ~~into~~with both LoopNet and CoStar, to expand the audience for Ten-X auctions to include our online commercial real estate users. To increase exposure, we have upgraded LoopNet listings for properties to be auctioned on Ten-X and are allocating banner space on both our CoStar and LoopNet sites to Ten-X to cross-market our services. The acquisition of Homesnap enables us to enter the residential real estate market and expand the markets in which we compete. Our Homesnap team is creating new and improved tools to help agents promote their residential listings, connect with buyers and sellers and streamline their daily workflow. We are currently evaluating potential increased investments in residential marketplace services and assessing and formulating our business plan and go-forward strategies. We believe the pending acquisition of Homes.com is an important part of our residential investment and growth strategy.

•Continuing to invest in the LoopNet marketplace byand the Ten-X auction platform. We are enhancing the content on ~~the site~~LoopNet.com (including high-quality imagery), seeking targeted advertisements, providing premium listing services (such as LoopNet ~~Signature~~Diamond, Platinum, and Gold Ads) that increase a property listing’s exposure, and adding more content for premium listings to better meet the needs of a broader cross section of the commercial real estate industry. ~~We plan~~Our plans to ~~create~~recruit and develop a dedicated LoopNet sales team to help support ~~the~~

~~expected growth within~~and grow the ~~business.~~business were interrupted by the COVID-19 pandemic, however we plan to resume our recruiting and training activities when it is safe to do so in-person. To support the LoopNet marketplace, we implemented training and incentive programs for our existing sales team to increase sales of LoopNet ~~Signature~~ Ads, with a focus on brokers and property owners. We plan to expand the Ten-X sales force during 2021 and focus on increasing the number of qualified bidders and the number of owners bringing properties to the site. To generate brand awareness and site traffic for the LoopNet.com network and Ten-X, we plan to significantly increase our investment in marketing in 2021, as compared to 2020, and utilize a multi-media marketing campaign, reinforced with search engine optimization efforts. We expect to continue to work to determine the optimal level of marketing investment for each of these services for future periods.

•Continuing to invest in CoStar Suite, including capabilities that allow us to broaden the reach of CoStar Suite internationally by offering ~~multiple languages and currencies on the platform. We~~a global CoStar platform for all users of CoStar Suite. As we begin to offer a global platform, we plan to ~~enhance~~expand our international presence. We enhanced CoStar Suite by ~~making additional investments in analytical~~integrating STR hospitality information and ~~service~~commercial mortgage-backed securities ("CMBS") data and expect to further enhance these capabilities ~~focused on lenders and owners~~during the year. We recently acquired Emporis GmbH, a Germany-based provider of international commercial real ~~estate. In addition,~~estate data and images and we ~~plan to invest in the technology and infrastructure of our other existing service offerings.~~are integrating this content into CoStar Suite.

•Continuing to develop, improve and market our Apartments.com service offerings ~~that focus on~~to create the best and most comprehensive consumer rental search experience as well as continuing to advance the digital rental experience ~~and enable~~that allows renters to apply for leases and make rent payments, and for landlords to run tenant credit and background checks, all online through a single platform. We seek user feedback as we work to improve our services and continue to aggressively market our multifamily listing services in an effort to provide more value to ~~advertisers~~consumers and, in turn, to

attract advertisers. Our Apartments.com marketing investment is focused on enhanced brand awareness and search engine ~~marketing and enhanced brand awareness.~~marketing. As we continue to assess the success and effectiveness of our marketing campaign, we will continue to work to determine the optimal level and focus of our marketing investment for our services for future periods and may adjust our marketing spend and focus as we deem appropriate.

•Obtaining necessary regulatory approvals to close the pending acquisition of RentPath and integrating RentPath with the Apartments.com network post-closing. Our wholly owned subsidiary entered into an asset purchase agreement (the "Asset Purchase Agreement") dated February 12, 2020, to acquire all of the equity interests of RentPath Holdings, Inc. for $588 million in cash, as reorganized following an internal restructuring pursuant to and under the joint chapter 11 plan of reorganization of RentPath and certain of its subsidiaries. The completion of the transaction is subject to customary conditions, including the expiration or termination of the applicable waiting period under applicable antitrust laws and bankruptcy approvals. On April 29, 2020, we and RentPath each received a request for additional information from the U.S. Federal Trade Commission (“FTC”) with respect to the acquisition. The FTC’s additional request extends the waiting period imposed by the Hart-Scott Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) until the parties complete the compliance process and the FTC completes its review of the substance of the parties' submission. Bankruptcy court approval was obtained on June 9, 2020. On July 29, 2020, we exercised our option pursuant to the Asset Purchase Agreement to extend the date after which either party may terminate the Asset Purchase Agreement if the transaction has not closed (the "Outside Date") for an additional three months until November 12, 2020 in exchange for a payment of $7.5 million. We continue to engage with the FTC on the substance of its review, which we expect to conclude in the fourth quarter of 2020. S~~ee Note~~ 5 ~~to the accompanying Notes to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for further discussion.~~

To support our continued expansion and development, in 2020 we ~~recently~~ completed a public equity offering, a senior notes offering and the refinancing of our revolving credit facility. In May 2020, we completed a public equity offering of 2,633,587 shares of common stock for $655 per share. Net proceeds from the public equity offering were approximately $1.7 billion, after deducting approximately $35 million of underwriting fees, commissions and other stock issuance costs. We continue to expect to use the net proceeds from the public equity offering to fund all or a portion of the costs of any strategic acquisitions we pursue in the future, to finance the growth of our business and/or for working capital and other general corporate purposes. General corporate purposes may include additions to working capital, capital expenditures, repayment of debt, investments in our subsidiaries, and the repurchase, redemption or retirement of securities, including our common stock.

On July 1, 2020, we issued $1.0 billion aggregate principal amount of 2.800% Senior Notes due July 15, 2030 (the “Senior Notes”). Interest on the Senior Notes is payable semi-annually in arrears beginning on January 15, 2021. We may redeem the Senior Notes in whole or in part (a) at any time prior to April 15, 2030, at a redemption price equal to 100% of the principal amount of the Senior Notes, plus the Applicable Premium (as calculated in accordance with the indenture governing the Senior Notes) as of, and any accrued and unpaid interest, if any, on the principal amount of Senior Notes being redeemed to, but excluding, the redemption date, and (b) on or after April 15, 2030, at a redemption price equal to 100% of the principal amount of the Senior Notes, plus any accrued and unpaid interest, if any, on the principal amount of Senior Notes being redeemed to, but excluding, the redemption date. We used a portion of the net proceeds from the issuance of the Senior Notes to repay outstanding borrowings under the 2017 Credit Agreement, and we intend to use the remaining proceeds to fund all or a portion of the costs of any strategic acquisitions we pursue in the future, to finance the growth of our business and/or for working capital and other general corporate purposes.

On July 1, 2020, we also entered into a second amended and restated credit agreement (the “2020 Credit Agreement”), which amended and restated in its entirety our existing credit agreement (the "2017 Credit Agreement"). The 2020 Credit Agreement provides for a $750 million revolving credit facility with a term of five years and a letter of credit sublimit of $20

million from a syndicate of financial institutions as lenders and issuing banks. On July 1, 2020, we repaid the outstanding borrowings under our existing $750 million revolving credit facility pursuant to the 2017 Credit Agreement using the proceeds from the issuance of the Senior Notes. 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. The 2020 Credit Agreement, along with the proceeds from the May equity offering, the July Senior Notes offering and cash generated by our business are expected to support our continued growth and give us flexibility to act on strategic acquisition opportunities that may arise. See Note 10 ~~and Note~~ 14 to the accompanying Notes to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for further discussion of our ~~recent equity and~~ Senior Notes offerings and our 2020 Credit Agreement.

We intend to continue to assess the need for additional investments in our business, in addition to the investments discussed above, in order to develop and distribute new services and functionality within our current platform or expand the reach of, or otherwise improve, our current service offerings. Any future product development or expansion of services, combination and coordination of services or elimination of services or corporate expansion, development or restructuring efforts could reduce our profitability and increase our capital expenditures. Any new investments, changes to our service offerings or other unforeseen events could cause us to experience reduced revenues or generate losses and negative cash flow from operations in the future. Any development efforts must comply with our credit facility, which contains restrictive covenants that restrict our operations and use of our cash flow and may prevent us from taking certain actions that we believe could increase our profitability or otherwise enhance our business.

Non-GAAP Financial Measures

We prepare and publicly release quarterly unaudited financial statements prepared in accordance with generally accepted accounting principles (“GAAP”). We also disclose and discuss certain non-GAAP financial measures in our public releases, investor conference calls and filings with the Securities and Exchange Commission. The non-GAAP financial measures that we may disclose include net income before interest (expense) income and other (expense) income, loss on debt extinguishment, income taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income and non-GAAP net income per diluted share. ~~EBITDA is our net income before interest (expense) income and other (expense) income, loss on debt extinguishment, income taxes, depreciation and amortization.~~ We typically disclose EBITDA on a consolidated and an operating segment basis in our earnings releases, investor conference calls and filings with the Securities and Exchange Commission. Adjusted EBITDA is different from EBITDA because we further adjust EBITDA for stock-based compensation expense, acquisition- and integration-related costs, ~~for pending and completed acquisitions,~~ restructuring costs and settlements and impairments incurred outside our ordinary course of business. Adjusted EBITDA margin represents adjusted EBITDA divided by revenues for the period. Non-GAAP net income is determined by adjusting our net income for stock-based compensation expense, acquisition- and integration-related

costs, ~~for pending and completed acquisitions,~~ restructuring costs, settlement and impairment costs incurred outside our ordinary course of business and loss on debt extinguishment, as well as amortization of acquired intangible assets and other related costs, and then subtracting an assumed provision for income taxes. Non-GAAP net income per diluted share is a non-GAAP financial measure that represents non-GAAP net income divided by the number of diluted shares outstanding for the period used in the calculation of GAAP net income per diluted share.

We may disclose adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income and non-GAAP net income per diluted share on a consolidated basis in our earnings releases, investor conference calls and filings with the Securities and Exchange Commission. The non-GAAP financial measures that we use may not be comparable to similarly titled measures reported by other companies. Also, in the future, we may disclose different non-GAAP financial measures in order to help our investors meaningfully evaluate and compare our results of operations to our previously reported results of operations or to those of other companies in our industry.

We view EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income and non-GAAP net income per diluted share as operating performance measures. We believe that the most directly comparable GAAP financial measure to EBITDA, adjusted EBITDA and non-GAAP net income is net income. We believe the most directly comparable GAAP financial measures to non-GAAP net income per diluted share and adjusted EBITDA margin are net income per diluted share and net income divided by revenue, respectively. In calculating EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income and non-GAAP net income per diluted share, we exclude from net income the financial items that we believe should be separately identified to provide additional analysis of the financial components of the day-to-day operation of our business. We have outlined below the type and scope of these exclusions and the material limitations on the use of these non-GAAP financial measures as a result of these exclusions. EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income and non-GAAP net income per diluted share are not measurements of financial performance under GAAP and should not be considered as a measure of liquidity, as an alternative to net income or as an indicator of any other measure of performance derived in accordance with GAAP. Investors and potential investors in our securities should not rely on EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income and non-GAAP net income per diluted share as a substitute for any GAAP financial measure, including net income and net income per diluted share. In addition, we urge investors and potential investors in our securities to carefully review the GAAP financial information included as part of our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q that are filed with the Securities and Exchange

Commission, as well as our quarterly earnings releases, and compare the GAAP financial information with our EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income and non-GAAP net income per diluted share.

EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income and non-GAAP net income per diluted share may be used by management to internally measure our operating and management performance and may be used by investors as supplemental financial measures to evaluate the performance of our business. We believe that these non-GAAP measures, when viewed with our GAAP results and accompanying reconciliations, provide additional information to investors that is useful to understand the factors and trends affecting our business without the impact of certain acquisition-related items. We have spent more than 30 years building our database of commercial real estate information and expanding our markets and services partially through acquisitions of complementary businesses. Due to these acquisitions, our net income has included significant charges for amortization of acquired intangible assets, depreciation and other amortization, acquisition- and integration-related costs, ~~for pending and completed acquisitions,~~ restructuring costs, and loss on debt extinguishment. Adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income and non-GAAP net income per diluted share exclude these charges and provide meaningful information about the operating performance of our business, apart from charges for amortization of acquired intangible assets, depreciation and other amortization, acquisition- and integration-related costs, ~~for pending and completed acquisitions,~~ restructuring costs; settlement and impairment costs incurred outside our ordinary course of business. We believe the disclosure of non-GAAP measures can help investors meaningfully evaluate and compare our performance from quarter to quarter and from year to year without the impact of these items. We also believe the non-GAAP measures we disclose are measures of our ongoing operating performance because the isolation of non-cash charges, such as amortization and depreciation, and other items, such as interest (expense) income and other (expense) income, income taxes, stock-based compensation expenses, acquisition- and integration-related costs, ~~for pending and completed acquisitions,~~ restructuring costs, loss on debt extinguishment and settlement and impairment costs incurred outside our ordinary course of business, provides additional information about our cost structure, and, over time, helps track our operating progress. In addition, investors, securities analysts and others have regularly relied on EBITDA and may rely on adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income or non-GAAP net income per diluted share to provide a financial measure by which to compare our operating performance against that of other companies in our industry.

Set forth below are descriptions of financial items that have been excluded from net income to calculate EBITDA and the material limitations associated with using this non-GAAP financial measure as compared to net income:

•Amortization of acquired intangible assets in cost of revenues may be useful for investors to consider because it represents the diminishing value of any acquired trade names and other intangible assets and the use of our acquired technology, which is one of the sources of information for our database of commercial real estate information. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.

•Amortization of acquired intangible assets in operating expenses may be useful for investors to consider because it represents the estimated attrition of our acquired customer base. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.

•Depreciation and other amortization may be useful for investors to consider because they generally represent the wear and tear on our property and equipment used in our operations. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.

•The amount of interest (expense) income and other (expense) income we generate and incur may be useful for investors to consider and may result in current cash inflows and outflows. However, we do not consider the amount of interest (expense) income and other (expense) income to be a representative component of the day-to-day operating performance of our business.

•Income tax expense may be useful for investors to consider because it generally represents the taxes which may be payable for the period and the change in deferred income taxes during the period and may reduce the amount of funds otherwise available for use in our business. However, we do not consider the amount of income tax expense to be a representative component of the day-to-day operating performance of our business.

•The amount of loss on our debt extinguishment may be useful for investors to consider because it generally represents losses from the early extinguishment of debt. However, we do not consider the amount of the loss on debt extinguishment to be a representative component of the day-to-day operating performance of our business.

Set forth below are descriptions of additional financial items that have been excluded from EBITDA to calculate adjusted EBITDA and the material limitations associated with using this non-GAAP financial measure as compared to net income:

•Stock-based compensation expense may be useful for investors to consider because it represents a portion of the compensation of our employees and executives. Determining the fair value of the stock-based instruments involves a high degree of judgment and estimation and the expenses recorded may bear little resemblance to the actual value realized upon the future exercise or termination of the related stock-based awards. Therefore, we believe it is useful to exclude stock-based compensation in order to better understand the long-term performance of our core business.

•The amount of acquisition- and integration-related costs ~~for pending and completed acquisitions~~ incurred may be useful for investors to consider because such costs generally represent professional service fees and direct expenses related to acquisitions. Because we do not acquire businesses on a predictable cycle, we do not consider the amount of acquisition- and integration-related costs ~~for pending and completed acquisitions~~ to be a representative component of the day-to-day operating performance of our business.

•The amount of settlement and impairment costs incurred outside of our ordinary course of business may be useful for investors to consider because they generally represent gains or losses from the settlement of litigation matters or impairments on acquired intangible assets. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.

•The amount of restructuring costs incurred may be useful for investors to consider because they generally represent costs incurred in connection with a change in a contract or a change in the makeup of our properties or personnel. We do not consider the amount of restructuring related costs to be a representative component of the day-to-day operating performance of our business.

The financial items that have been excluded from our net income to calculate non-GAAP net income and non-GAAP net income per diluted share are amortization of acquired intangible assets and other related costs, stock-based compensation, acquisition- and integration-related costs, ~~for pending and completed acquisitions,~~ restructuring and related costs and settlement and impairment costs incurred outside our ordinary course of business. These items are discussed above with respect to the calculation of adjusted EBITDA together with the material limitations associated with using this non-GAAP financial measure as compared to net income. In addition to these exclusions from net income, we subtract an assumed provision for income taxes to calculate non-GAAP net income. In

2021 and 2020, ~~and 2019,~~ we assumed a 25% tax rate, which approximated our historical long-term statutory corporate tax rate, excluding the impact of discrete items.

~~Adjusted EBITDA margin represents adjusted EBITDA divided by revenues for the period.~~

Non-GAAP net income per diluted share is a non-GAAP financial measure that represents non-GAAP net income divided by the number of diluted shares outstanding for the period used in the calculation of GAAP net income per diluted share.

Management compensates for the above-described limitations of using non-GAAP measures by using a non-GAAP measure only to supplement our GAAP results and to provide additional information that is useful to investors to understand the factors and trends affecting our business.

The following table shows our net income reconciled to our EBITDA and our net cash flows from operating, investing and financing activities for the indicated periods (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Net income	Net income	$	58,186	$	78,619	$	191,339	$	227,036	Net income	$	74,212	$	72,793
Amortization of acquired intangible assets in cost of revenues	Amortization of acquired intangible assets in cost of revenues	6,612		4,957		18,671		15,503		Amortization of acquired intangible assets in cost of revenues	7,408		6,005
Amortization of acquired intangible assets in operating expenses	Amortization of acquired intangible assets in operating expenses	18,258		7,586		44,677		22,443		Amortization of acquired intangible assets in operating expenses	18,419		11,484
Depreciation and other amortization	Depreciation and other amortization	6,806		6,279		20,563		19,289		Depreciation and other amortization	8,500		6,767
Interest expense (income)	Interest expense (income)	7,537		(4,414)		9,482		(13,304)		Interest expense (income)	7,878		(1,651)
Other expense (income)	Other expense (income)	338		(240)		(29)		(779)		Other expense (income)	50		(841)
Income tax expense	Income tax expense	10,748		20,304		33,200		49,608		Income tax expense	19,069		5,563
EBITDA	EBITDA	$	108,485	$	113,091	$	317,903	$	319,796	EBITDA	$	135,536	$	100,120

Net cash flows provided by (used in)	Net cash flows provided by (used in)									Net cash flows provided by (used in)
Operating activities	Operating activities	$	106,692	$	116,451	$	355,338	$	350,017	Operating activities	$	87,853	$	131,464
Investing activities	Investing activities	(36,855)		(29,775)		(223,880)		(57,883)		Investing activities	(134,320)		2,694
Financing activities	Financing activities	249,544		5,460		2,665,902		(2,193)		Financing activities	(18,543)		725,151

3937

Comparison of Three Months Ended ~~September 30, 2020~~March 31, 2021 and Three Months Ended ~~September 30, 2019~~March 31, 2020

The following table provides a comparison of our selected consolidated results of operations for the three months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (in thousands):


		Three Months Ended September 30,								Three Months Ended March 31,
		2020		2019		Increase (Decrease) ($)		Increase (Decrease) (%)				2021		2020		Increase (Decrease) ($)		Increase (Decrease) (%)
Revenues:	Revenues:										Revenues:
CoStar Suite	CoStar Suite	$	165,988	$	156,013	$	9,975	6	%		CoStar Suite	$	172,184	$	164,956	$	7,228	4	%
Information services	Information services	33,174		19,471		13,703		70			Information services	34,696		32,382		2,314		7
Multifamily	Multifamily	155,184		125,707		29,477		23			Multifamily	166,147		137,460		28,687		21
Commercial property and land	Commercial property and land	71,274		51,617		19,657		38			Commercial property and land	84,670		57,049		27,621		48
Total revenues	Total revenues	425,620		352,808		72,812		21			Total revenues	457,697		391,847		65,850		17
Cost of revenues	Cost of revenues	77,865		71,172		6,693		9			Cost of revenues	88,748		78,909		9,839		12
Gross profit		347,755		281,636		66,119		23
Gross profit ��											Gross profit ��	368,949		312,938		56,011		18
Operating expenses:	Operating expenses:										Operating expenses:
Selling and marketing (excluding customer base amortization)	Selling and marketing (excluding customer base amortization)	146,634		101,582		45,052		44			Selling and marketing (excluding customer base amortization)	138,687		125,107		13,580		11
Software development	Software development	40,732		32,639		8,093		25			Software development	46,784		41,610		5,174		12
General and administrative	General and administrative	65,322		45,530		19,792		43			General and administrative	63,850		58,873		4,977		8
Customer base amortization	Customer base amortization	18,258		7,616		10,642		NM			Customer base amortization	18,419		11,484		6,935		60
Total operating expenses	Total operating expenses	270,946		187,367		83,579		45			Total operating expenses	267,740		237,074		30,666		13
Income from operations	Income from operations	76,809		94,269		(17,460)		(19)			Income from operations	101,209		75,864		25,345		33
Interest (expense) income	Interest (expense) income	(7,537)		4,414		(11,951)		NM			Interest (expense) income	(7,878)		1,651		(9,529)		NM
Other (expense) income	Other (expense) income	(338)		240		(578)		NM			Other (expense) income	(50)		841		(891)		NM
Income before income taxes	Income before income taxes	68,934		98,923		(29,989)		(30)			Income before income taxes	93,281		78,356		14,925		19
Income tax expense	Income tax expense	10,748		20,304		(9,556)		(47)			Income tax expense	19,069		5,563		13,506		NM
Net income	Net income	$	58,186	$	78,619	$	(20,433)	(26)	%		Net income	$	74,212	$	72,793	$	1,419	2
__________________________	__________________________										__________________________
NM - Not meaningful	NM - Not meaningful										NM - Not meaningful

Revenues. Revenues increased to ~~$426~~$458 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from ~~$353~~$392 million for the three months ended ~~September 30, 2019.~~March 31, 2020. The ~~$73~~$66 million increase was attributable to increases in revenues for several of our services, including a $29 million, or ~~23%~~21%, increase in multifamily revenue. The increase in multifamily revenues was primarily due to higher sales volume as a result of recent investments in marketing and ~~upsells~~upgrades of existing customer packages to higher value advertising packages. Commercial property and land revenue increased ~~$20~~$28 million, or ~~38%~~48%, ~~due to revenue~~driven by the acquisitions of ~~$12~~Homesnap and Ten-X, which contributed revenues of $11 million ~~from the acquisition of Ten-X,~~and $10 million, respectively, in addition to growth in sales of our LoopNet online marketplace services as a result of stronger traffic, ~~driving~~which drove sales of higher value advertisements as compared to the prior year. CoStar Suite revenues increased $7 million, or 4%, primarily due to an increase in the average revenue per subscriber due to different factors, including changes in product and customer mix. Information services revenue increased ~~$14~~$2 million, or ~~70%~~7%, primarily due to increased revenue of ~~$13~~$2 million from ~~STR, which was acquired in the fourth quarter of 2019.~~ CoStar ~~Suite revenues increased $10 million, or 6%, primarily due to renewal price increases from prior periods and, to a lesser extent, higher sales volume.~~Real Estate Manager service offerings.

Gross Profit. Gross profit increased to ~~$348~~$369 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from ~~$282~~$313 million for the three months ended ~~September 30, 2019,~~March 31, 2020, and the gross profit percentage was ~~82%~~81% for the three months ended ~~September 30, 2020,~~March 31, 2021, compared to 80% for the three months ended ~~September 30, 2019.~~March 31, 2020. The increase in gross profit was due to higher revenues partially impacted by an increase in cost of revenues of $7$10 million, or 9%12%, primarily due to ~~higher personnel~~a combined increase of $7 million for data and content costs and customer base amortization driven by the acquisition of ~~$4 million~~Homesnap, and ~~intangible asset amortization~~to a lesser extent, increases in bank and merchant fees of $2 ~~million, primarily due to the acquisitions of STR and Ten-X.~~million.

Selling and Marketing Expenses. Selling and marketing expenses increased to ~~$147~~$139 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from ~~$102~~$125 million for the three months ended ~~September 30, 2019.~~March 31, 2020. The ~~$45~~$14 million increase was primarily attributable to a ~~$17~~$11 million increase in marketing expenses, driven by a $7 million increase in marketing agency spending, ~~and a $15 million increase in search engine~~

~~marketing,~~ primarily for ~~multifamily, as well as~~Ten-X and LoopNet, and a $3 million increase in ~~other forms of~~digital marketing ~~and~~spending, as well as, a ~~$13~~$7 million increase in personnel ~~costs. The increase in personnel~~ costs ~~was~~ driven by ~~increased headcount, as a result of~~ the acquisitions of ~~STR~~Homesnap and ~~Ten-X, as well as higher sales commissions.~~Ten-X. These increases were partially offset by adecreases of $3 million ~~decrease~~ in conference and event spending and travel and entertainment expense.

Software Development Expenses. Software development expenses increased to ~~$41~~$47 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from ~~$33~~$42 million for the three months ended ~~September 30, 2019,~~March 31, 2020, and ~~increased~~decreased as a percentage of revenues to 10% for the three months ended ~~September 30, 2020~~March 31, 2021, from 9%11% for the three months ended ~~September 30, 2019.~~March 31, 2020. The $8$5 million increase was primarily due to a $7$5 million increase in personnel costs driven by the acquisitions of Homesnap and Ten-X, as well as increased headcount to enhance our product ~~offerings, including $3 million due to the acquisitions of STR and Ten-X, as well as a $1 million increase in occupancy costs.~~offerings.

General and Administrative Expenses. General and administrative expenses increased to ~~$65~~$64 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from ~~$46~~$59 million for the three months ended ~~September 30, 2019,~~March 31, 2020, and ~~increased~~decreased as a percentage of revenues to 14% for the three months ended March 31, 2021 from 15% for the three months ended ~~September 30, 2020 from 13% for the three months ended September 30, 2019.~~March 31, 2020. The ~~$19~~$5 million increase in the amount of general and administrative expense was primarily due to a ~~$11 million increase in personnel costs as a result of increased headcount driven by the acquisitions of STR and Ten-X, a $4~~$6 million increase in professional services, driven by ~~acquisitions, a $3 million increase~~expenses in ~~credit loss expense primarily due to~~connection with the Company's ~~expectation that~~bid to acquire CoreLogic and termination of the ~~economic downturn caused by the COVID-19 pandemic will increase delinquent trade receivables,~~Asset Purchase Agreement with RentPath, and a $2 million increase in software and ~~equipment costs.~~equipment. These increases were offset by a $4 million decrease in credit loss expense driven by better than expected collections resulting in updated assumptions on reserves previously taken due to the COVID-19 pandemic.

Customer Base Amortization Expense. Customer base amortization expense increased to $18 million for the three months ended ~~September 30, 2020~~March 31, 2021 from $8$11 million for the three months ended ~~September 30, 2019,~~March 31, 2020, and increased as a percentage of revenues to 4% for the three months ended ~~September 30, 2020~~March 31, 2021 from 2%3% for the three months ended ~~September 30, 2019.~~March 31, 2020. The increase in customer base amortization expense was primarily due to the ~~STR~~Ten-X and ~~Ten-X~~Homesnap acquisitions.

Interest (Expense) Income. Interest (expense) income was a net expense of $8 million for the three months ended ~~September 30, 2020~~March 31, 2021, as compared to net ~~interest~~ income of $4$2 million for the three months ended ~~September 30, 2019.~~March 31, 2020. The decrease for the three months ended ~~September 30, 2020~~March 31, 2021 was primarily due to interest expense of $7 million on our Senior Notes issued on July 1, 2020, as well as a decrease of $5$3 million in interest income caused by lower rates of return on our cash and cash equivalent balances compared to the prior year.

Other (Expense) Income. Other (expense) income, which is comprised primarily of foreign exchange gains and losses and other non-operating income and expenses, did not change materially for the three months ended ~~September 30, 2020~~March 31, 2021 and ~~September 30, 2019.~~March 31, 2020.

Income Tax Expense. Income tax expense ~~decreased~~increased to ~~$11~~$19 million for the three months ended ~~September 30, 2020~~March 31, 2021, from ~~$20~~$6 million for the three months ended ~~September 30, 2019.~~March 31, 2020. The ~~decrease~~increase was primarily due to ~~lower~~a decrease in excess tax benefits, as well as, higher income before income ~~taxes, as well as an increase in excess tax benefits.~~taxes.

Comparison of Business Segment Results for Three Months Ended ~~September 30, 2020~~March 31, 2021 and Three Months Ended ~~September 30, 2019~~March 31, 2020

We manage our business geographically in two operating segments, with our 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, which is our net income before interest (expense) income and other (expense) income, loss on debt extinguishment, income taxes, depreciation and amortization. Management believes that operating segment EBITDA is an appropriate measure for evaluating the operational performance of our operating segments. EBITDA is used by management to internally measure our operating and management performance and to evaluate the performance of our 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.

Segment Revenues. North America revenues increased to ~~$411~~$442 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from ~~$344~~$377 million for the three months ended ~~September 30, 2019.~~March 31, 2020. The increase in North America revenues was attributable to increases in revenues for several of our services, including a $29 million increase in multifamily revenues driven by higher sales volume as a result of recent investments in marketing and upgrades of existing customer packages to higher value advertising ~~packages. Commercial~~packages, and an increase in commercial property and land revenues ~~increased $20~~of $27 million, ~~primarily due to~~driven by the ~~acquisition~~acquisitions of Homesnap and Ten-X,

and to a lesser extent, stronger traffic, ~~driving~~which drove sales of higher value advertisements in our LoopNet service offering. CoStar Suite ~~and~~

~~information services~~ revenue increased ~~$9 million. The increase in CoStar Suite revenue was~~$6 million, primarily due to ~~renewal price increases and to a lesser extent, higher sales volume. The~~an increase in ~~information~~the average revenue per subscriber due to different factors, including changes in product and customer mix. Information services ~~was~~increased by $2 million, primarily due to ~~the acquisition~~growth in sales of ~~STR.~~our CoStar Real Estate Manager service offerings. International revenues increased to ~~$15~~$16 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from $9$14 million for the three months ended ~~September 30, 2019.~~March 31, 2020. The increase in International revenues was primarily due to changes in foreign exchange rates, and to a lesser extent, growth in the ~~acquisition of STR.~~CoStar Suite product.

Segment EBITDA. North America EBITDA ~~decreased~~increased to ~~$108~~$136 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from ~~$116~~$102 million for the three months ended ~~September 30, 2019.~~March 31, 2020. The ~~decrease~~increase in North America EBITDA was primarily due to an increase in revenue, partially offset by increases in personnel, marketing and general and administrative ~~costs, partially offset by an increase in revenue.~~costs. International EBITDA for the three months ended ~~September 30, 2020~~March 31, 2021 was ~~income~~a loss of ~~$0.6~~$0.3 million, as compared to a loss of $3$2 million for the three months ended ~~September 30, 2019,~~March 31, 2020, as a result of increased revenue ~~offset by increases in personnel~~ and ~~general and administrative costs due to the acquisition of STR.~~

~~Comparison of Nine Months Ended September 30, 2020 and Nine Months Ended September 30, 2019~~

~~The following table provides a comparison of our selected consolidated results of operations for the nine months ended September 30, 2020 and 2019 (in thousands):~~

Nine Months Ended
September 30,
2020 2019 Increase (Decrease) ($) Increase (Decrease) (%)
Revenues:
    CoStar Suite $ 495,997 $ 456,539 $ 39,458 9 %
    Information services 96,092 59,098 36,994 63
    Multifamily 438,185 360,463 77,722 22
    Commercial property and land 184,352 148,893 35,459 24
Total revenues                 1,214,626 1,024,993 189,633 19
Cost of revenues                                                  230,814 214,243 16,571 8
Gross profit                                                  983,812 810,750 173,062 21
Operating expenses:
Selling and marketing (excluding customer base amortization) 402,202 308,751 93,451 30
Software development 121,343 89,022 32,321 36
General and administrative 181,598 127,943 53,655 42
Customer base amortization 44,677 22,473 22,204 99
Total operating expenses                                                  749,820 548,189 201,631 37
Income from operations 233,992 262,561 (28,569) (11)
Interest (expense) income (9,482) 13,304 (22,786) NM
Other income 29 779 (750) (96)
Income before income taxes 224,539 276,644 (52,105) (19)
Income tax expense 33,200 49,608 (16,408) (33)
Net income $ 191,339 $ 227,036 $ (35,697) (16) %
__________________________
NM - Not meaningful

~~Revenues.~~ Revenues increased to $1,215 million for the nine months ended September 30, 2020, from $1,025 million for the nine months ended September 30, 2019. The $190 million increase was attributable to increases in revenues for several of our services, including, a $78 million, or 22%, increase in multifamily revenue. The multifamily increase was due to higher sales volume as a result of recent investments in marketing and upsells of existing customer packages to higher value advertising packages. CoStar Suite revenues increased $39 million, or 9%, primarily due to renewal price increases from prior periods, and to a lesser extent, higher sales volume. Information services revenue increased $37 million, or 63%, primarily due to revenue of $39 million from STR, which was acquired in the fourth quarter of 2019, partially offset by a decrease in revenue from Real Estate Manager of $2 million. Commercial property and land revenue increased $35 million, or 24%, primarily due to growth in our LoopNet online marketplace services of $22 million as a result of stronger traffic, driving sales of higher value advertisements, and revenue of $12 million from the acquisition of Ten-X.

~~Gross Profit~~. Gross profit increased to $984 million for the nine months ended September 30, 2020, from $811 million for the nine months ended September 30, 2019, and the gross profit percentage was 81% for the nine months ended September 30, 2020, compared to 79% for the nine months ended September 30, 2019. The increase in gross profit was due to higher revenues partially offset by an increase in cost of revenues of $17 million, or 8%, primarily due to higher personnel costs of $10 million, including $8 million from the acquisitions of STR and Ten-X, merchant fees of $3 million, amortization of $3 million, IT equipment of $2 million and software maintenance costs of $2 million, partially offset by lower travel and entertainment costs of $2 million during the current year.

~~Selling and Marketing Expenses~~. Selling and marketing expenses increased to $402 million for the nine months ended September 30, 2020, from $309 million for the nine months ended September 30, 2019. The $93 million increase was attributable to increases of $43 million in search engine marketing and $23 million in marketing agency fees, primarily related to multifamily, and a $34 million increase in personnel costs driven by increased headcount, primarily due to additional multifamily sales personnel and the acquisitions of STR and Ten-X, as well as higher sales commissions. These increases were partially offset by a decrease of $4 million in other forms of marketing, driven by a decrease in spending on events.

~~Software Development Expenses~~. Software development expenses increased to $121 million for the nine months ended September 30, 2020, from $89 million for the nine months ended September 30, 2019, and increased as a percentage of revenues to 10% for the nine months ended September 30, 2020 from 9% for the nine months ended September 30, 2019. The $32 million increase in the amount of software development expense was primarily due to a $28 million increase in personnel costs as a result of increased headcount to enhance our product offerings, including $8 million due to the acquisitions of STR and Ten-X, as well as increases of $2 million in both supplies and office services and occupancy costs.

~~General and Administrative Expenses~~. General and administrative expenses increased to $182 million for the nine months ended September 30, 2020, from $128 million for the nine months ended September 30, 2019, and increased as a percentage of revenues to 15% for the nine months ended September 30, 2020 from 12% for the nine months ended September 30, 2019. The $54 million increase in the amount of general and administrative expense was primarily due to a $25 million increase in personnel costs as a result of increased headcount, including $16 million as a result of the acquisitions of STR and Ten-X, a $14 million increase in credit loss expense primarily due to the Company's expectations that the economic downturn caused by the COVID-19 pandemic will increase delinquent trade receivables, a $10 million increase in professional services related to acquisitions, and, to a lesser extent, additional increases in both software and equipment and occupancy costs.

~~Customer Base Amortization Expense~~. Customer base amortization expense increased to $45 million for the nine months ended September 30, 2020 from $22 million for the nine months ended September 30, 2019, and increased as a percentage of revenues to 4% for the nine months ended September 30, 2020 from 2% for the nine months ended September 30, 2019. The increase in customer base amortization expense was primarily due to the STR and Ten-X acquisitions.

~~Interest (Expense) Income~~. Interest (expense) income was a net expense of $9 million for the nine months ended September 30, 2020, as compared to net income of $13 million for the nine months ended September 30, 2019. The decrease during the nine months ended September 30, 2020 was due to an increase in interest expense of $12 million, of which, $5 million and $7 million was related to the $745 million draw on the 2017 Credit Agreement in the first quarter of 2020 and our Senior Notes issued on July 1, 2020, respectively. In addition, there was a decrease of $11 million in interest income caused by lower rates of return on our cash and cash equivalent balances compared to the prior year.

~~Other Income.~~ Other income, which is comprised primarily of foreign exchange gains and losses and other non-operating income and expenses, did not change materially for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.

~~Income Tax Expense. Income tax expense~~ decreased to $33 million for the nine months ended September 30, 2020 from $50 million for the nine months ended September 30, 2019. The decrease was primarily due to lower income before income taxes for the nine months ended September 30, 2020, as well as an increase in excess tax benefits.

~~Comparison of Business Segment Results for Nine Months Ended September 30, 2020 and Nine Months Ended September 30, 2019~~

~~Segment Revenues~~. North America revenues increased to $1.2 billion for the nine months ended September 30, 2020, from $1.0 billion for the nine months ended September 30, 2019. The increase in North America revenues was attributable to increases in revenues for several of our services, including a $78 million increase in multifamily revenues driven by higher sales as a result of recent investments in marketing and upsells of existing customer packages to higher value advertising packages, and increases in CoStar Suite revenues of $37 million primarily due to price increases upon renewal of subscriptions in the past nine months, and to a lesser extent, higher sales. Commercial property and land revenues increased $36 million primarily due to growth in our LoopNet service offering and the acquisition of Ten-X. Information services increased $24 million due to the acquisition of STR. International revenues increased to $42 million for the nine months ended September 30, 2020, from $27 million for the nine months ended September 30, 2019. The increase in International revenues was primarily due to the acquisition of STR.

~~Segment EBITDA~~. North America EBITDA decreased to $323 million for the nine months ended September 30, 2020, from $327 million for the nine months ended September 30, 2019. The decrease in North America EBITDA was primarily due

~~to increases in personnel, marketing and~~ general and administrative costs, partially offset by an increase in revenue. International EBITDA increased to a loss of $5 million for the nine months ended September 30, 2020 from a loss of $7 million for the nine months ended September 30, 2019, primarily as a result of increased revenue, offset by increases in personnel and ~~general and administrative~~marketing costs.

Liquidity and Capital Resources

Our principal sources of ongoing liquidity are cash from operations and ~~more recently,~~ proceeds from our debt and equity offerings. Total cash, cash equivalents and restricted cash ~~increased~~decreased to approximately ~~$3.9~~$3.7 billion as of ~~September 30, 2020,~~March 31, 2021, compared to cash and cash equivalents of approximately ~~$1.1~~$3.8 billion as of December 31, ~~2019.~~2020. The ~~increase~~decrease in cash, cash equivalents and restricted cash for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was primarily due to ~~proceeds from our May 2020 equity offering, net~~purchases of ~~transaction costs,~~property and equipment of ~~$1.7 billion,~~$134 million, which includes $123 million for the purchase of an office building and the underlying land located in Richmond, Virginia, as well as, ~~proceeds from the July 2020 issuance~~repurchases of ~~our Senior Notes, net~~restricted stock to satisfy tax withholding obligations of ~~transaction costs, of $983~~$28 million. ~~In addition,~~These cash outflows were partially offset by cash generated from operations ~~contributed $355 million, partially offset by cash paid for acquisitions, net~~ of ~~cash acquired, of $192~~$88 million.

In May 2020, we completed a public equity offering of 2,633,587 shares of common stock for $655 per share and on July 1, 2020, we issued $1.0 billion aggregate principal amount of Senior Notes, entered into the 2020 Credit Agreement, which amended and restated in its entirety the 2017 Credit Agreement, and repaid in full the balance on the existing $750 million revolving credit facility under the 2017 Credit Agreement. For further discussion of our recent equity and Senior Notes offerings and our 2020 Credit Agreement, see “—Overview—Development, Investments and Expansion” and Note 10 and Note 14 to the accompanying Notes to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for further discussion.

Net cash provided by operating activities for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was approximately ~~$355~~$88 million compared to approximately ~~$350~~$131 million for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. The $5$44 million ~~increase~~decrease was primarily due to a decrease in net working capital of $55 million, driven by payment of the $52 million termination fee pursuant to the Asset Purchase Agreement with RentPath. These decreases were partially offset by an increase in net income excluding certain non-cash expenses such as depreciation and ~~amortization and credit loss expense, partially offset by a decrease in the change in working capital.~~amortization.

Net cash used in investing activities for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was approximately ~~$224~~$134 million compared to approximately ~~$58~~$3 million of cash ~~used in~~provided by investing activities for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. The ~~$166~~$137 million increase in cash used in investing activities during the three months ended March 31, 2021 was primarily due to an increase in ~~cash paid~~purchases of property, equipment and other assets which included $123 million for ~~acquisitions, net~~the purchase of ~~cash acquired, as a result of~~an office building and the ~~acquisition of Ten-X for $184 million during the nine months ended September 30, 2020 as compared to $14 million used~~underlying land located in ~~the nine months ended September 30, 2019. The increase was partially offset by~~Richmond, Virginia, and proceeds from the sale of our ARS investments of $10 million received during the ~~nine~~three months ended ~~September 30, 2020, as well as, a decrease~~March 31, 2020.

Net cash used in ~~capital expenditures to $42~~financing activities for the three months ended March 31, 2021 was approximately $19 million compared to ~~$44~~approximately $725 million ~~in the nine months ended September 30, 2019.~~

~~Net cash~~ provided by financing activities for the ~~nine~~three months ended ~~September 30, 2020 was approximately $2.7 billion compared to approximately $2~~March 31, 2020. The $744 million increase in cash used in financing activities ~~for the nine months ended September 30, 2019. The $2.7 billion increase~~ is primarily due to ~~proceeds from~~a $745 million draw on our ~~May 2020 equity offering, net of transaction costs, of $1.7 billion, as well as, proceeds from~~revolving credit facility made during the issuance of our July 1, 2020 Senior Notes, net of transaction costs, of $983 million. We expect to use the proceeds from these transactions to fund all or a portion of the costs of any strategic acquisitions we pursue in the future, to finance the growth of our business and for working capital and other general corporate purposes. The increased cash position allows for greater financial flexibility in light of ongoing uncertainty in the global markets resulting from the COVID-19 pandemic. See Notes 10 ~~and~~ 14 ~~to the accompanying Notes to the Condensed Consolidated Financial Statements~~ ~~included in Part I of this Quarterly Report on Form 10-Q~~ ~~for further discussion of our equity offering and Senior Notes.~~three months ended March 31, 2020.

Our future capital requirements will depend on many factors, including, among others, our operating results, expansion and integration efforts, and our level of acquisition activity or other strategic ~~transactions, and the future impact of the COVID-19 pandemic.~~transactions. To date, we have grown in part by acquiring other companies, and we expect to continue to make other acquisitions in the future. For example, on June 24, 2020, we acquired Ten-X for a purchase price of $187 million in cash. Our wholly owned subsidiary entered into an Asset Purchase Agreement to acquire all of the equity interests of reorganized RentPath, following an internal restructuring pursuant to a chapter 11 plan of reorganization, for $588 million in cash. On July 29, 2020, we exercised our option pursuant to the asset purchase agreement for the RentPath acquisition to extend the Outside Date under that agreement for an additional three months until November 12, 2020, in exchange for payment of $7.5 million. In accordance with the Asset Purchase Agreement, we paid a $59 million break fee into a cash escrow account. In the event the Asset Purchase Agreement is terminated under specified circumstances and either certain antitrust approvals are not obtained, or a governmental order related to antitrust or competition matters prohibits the consummation of the transaction, this amount is not refundable to us. As the transaction had not closed as of September 30, 2020, the break fee is recorded as restricted cash within cash, cash equivalents and restricted cash ~~on the Company's condensed consolidated balance sheets.~~ ~~See Note 5 to the~~

~~accompanying Notes to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for further discussion.~~acquisitions.

On March 27, 2020, ~~President Trump signed into law~~the U.S. Congress passed the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The CARES Act, among other things, includes provisions relating to the deferral of taxes, valuation allowances, and balance sheet classifications, as well as provisions relating to refundable payroll tax credits, deferral of employer social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. As permitted under the CARES Act, we ~~are currently deferring~~deferred payroll taxes due in 2020 to the end of 2021 and 2022.

As of the filing date of this Quarterly Report on Form 10-Q, we believe that our available cash combined with positive cash ~~flows~~flow provided by operating activities should be sufficient for us to maintain and fund our operations for at least the next twelve months. Our ability to maintain adequate capital for our operations in the future ~~is dependent~~depends upon numerous rapidly evolving factors, many of which we cannot accurately predict or assess, including, among others, the length and severity of the economic downturn associated with the COVID-19 pandemic, related disruption of the international and national economy and credit markets; actions taken by governments, businesses and individuals in response to the pandemic such as office and other

workplace closures, worker turn over, worker absenteeism, remote work policies, quarantines, mass-transit disruptions or other travel or health-related restrictions; how quickly economies, including the commercial real estate industry in particular, recover after the pandemic subsidies; sales of our services; and collection of accounts receivables. We plan to continue to monitor and evaluate the financial impact of the COVID-19 pandemic as it evolves.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. The following accounting policies involve a “critical accounting estimate” because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. In addition, while we have used our best estimates based on facts and circumstances available to us at the time, different acceptable assumptions would yield different results. Changes in the accounting estimates are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. We review these estimates and assumptions periodically and reflect the effects of revisions in the period that they are determined to be necessary. We consider policies relating to the following matters to be critical accounting policies:

•Long-lived assets, intangible assets and goodwill

•Revenue recognition

•Income taxes

•Business combinations

For an in-depth discussion of each of our significant accounting policies, including our critical accounting policies and further information regarding estimates and assumptions involved in their application, see our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 and Note 2 to the accompanying Notes to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

~~See Note 2 to the accompanying Notes to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for information on recent accounting pronouncements, including the expected dates of adoption.~~None.

Cautionary Statement Concerning Forward-Looking Statements

We have made forward-looking statements in this Quarterly Report on Form 10-Q and make forward-looking statements in our press releases, investor conference calls, Annual Reports on Form 10-K, other Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission that are subject to risks and uncertainties. Forward-looking statements include information that is not purely historic fact and include, without limitation, statements concerning our financial outlook for ~~the remainder of 2020~~2021 and beyond, our possible or assumed future results of operations generally, and other statements and information regarding assumptions or expectations about our revenues, revenue growth rates, gross margin percentage, net income, net income per share, fully diluted net income per share, EBITDA, adjusted EBITDA, adjusted EBITDA margin, ~~non-~~

~~GAAP~~non-generally accepted accounting principles (“GAAP”) net income, non-GAAP net income per share, weighted-average outstanding shares, cash flow from operating activities, operating costs, capital and other expenditures, the current and future impacts of COVID-19 on our operations, our actions in response to the COVID-19 pandemic, key priorities for ~~the remainder of 2020,~~2021, trends in customer behavior, legal proceedings and claims, legal costs, effective tax rate, pending acquisitions, the anticipated benefits of completed or proposed acquisitions, the anticipated timing of acquisition closings and ~~integration,~~integrations, the anticipated benefits of cross-selling efforts, product development and release, geographic and product expansion, planned service enhancements, planned sales and marketing activities and investments, the impact or results of sales and marketing initiatives, product integrations, elimination and de-emphasizing of services, plans related to the Ten-X business, potential increased investments in residential marketplace services, net new sales, contract renewal rates, use of proceeds from equity and debt offerings, the use of proceeds of any draws under our $750 million credit facility ~~under the 2020~~(the “2020 Credit ~~Agreement, expectations regarding our compliance with financial~~Agreement”), employee relations and ~~restrictive covenants in the 2020 Credit Agreement, employee relations,~~retention, management’s plans, goals and objectives for future operations, deferral of tax payments, ~~and~~ sources and adequacy of ~~liquidity.~~liquidity, and growth and markets for our stock. Sections of this Report which contain forward-looking statements include the Financial Statements and related Notes, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk,” “Controls and Procedures,” “Legal Proceedings” and “Risk Factors.”

Our forward-looking statements are also identified by words such as “hope,” “anticipate,” “may,” “believe,” “expect,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other

comparable terminology. You should understand that these forward-looking statements are estimates reflecting our judgment, beliefs and expectations, not guarantees of future performance. They are subject to a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. The following important factors, in addition to those discussed or referred to under the heading “Risk Factors,” and other unforeseen events or circumstances, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements: the effects of and uncertainty surrounding the COVID-19 pandemic, including the length and severity of the economic downturn associated with the COVID-19 pandemic, including disruption of the international and national economy and credit markets; actions taken by governments, businesses and individuals in response to the COVID-19 pandemic such as office and other workplace closures, worker absenteeism or decreased productivity, quarantines, mass-transit disruptions or other travel or health-related restrictions; how quickly economies, including the ~~commercial~~ real estate industry in particular, recover after the COVID-19 pandemic subsides; real estate market conditions, including commercial real estate ~~market conditions;~~office vacancies; general economic conditions, both domestic and international, including the impacts of “Brexit” and uncertainty from the expected discontinuance of LIBOR and the transition to any other interest rate ~~benchmark;~~benchmarks; our ability to identify, acquire and ~~acquire~~integrate additional acquisition candidates; ~~the possibility that the acquisition of RentPath does not close when expected or at all; the risk that the bankruptcy process may cause greater business disruption for RentPath than expected;~~ our ability to realize the expected benefits, cost savings or other synergies from acquisitions, including STR, Ten-X and ~~RentPath,~~Homesnap, on a timely basis or at all; our ability to combine acquired businesses successfully or in a timely and cost-efficient manner; the possibility that the acquisition of Homes Group, LLC does not close when expected or at all; business disruption relating to integration of acquired ~~businesses;~~businesses or other business initiatives; the risk that expected investments in acquired businesses, or the timing of any such investments, may change or may not produce the expected results; our ability to transition acquired service platforms to our model in a timely manner or at all; changes and developments in business plans ~~and~~or operations; theft of any personally identifiable information we, or the businesses that we acquire, maintain, store or process; any actual or perceived failure to comply with privacy or data protection laws, regulations or standards; any disruption of our systems, including due to any cyberattack or other similar event; the amount of investment for sales and marketing and our ability to realize a return on investments in sales and marketing; our ability to effectively and strategically combine, eliminate or de-emphasize service offerings; reductions in revenues as a result of service changes; the time and resources required to develop upgraded or new services and to expand service offerings; changes or consolidations within the ~~commercial~~ real estate industry; customer retention; our ability to attract new clients and to sell additional services to existing clients; our ability to develop, successfully introduce and cross-sell new products or upgraded services in U.S. and foreign markets; our ability to attract consumers to our online marketplaces; our ability to increase traffic on our network of sites; the success of our marketing campaigns in generating brand awareness and site traffic; our ability to protect and defend our intellectual property, including against unauthorized or unlicensed use of our services; competition; foreign currency fluctuations; global credit market conditions affecting investments; our ability to continue to expand successfully, timely and in a cost-efficient manner, including internationally; our ability to effectively penetrate and gain acceptance in new sectors and geographies; our ability to control costs; litigation or government investigations in which we become involved; changes in accounting policies or practices; release of new and upgraded services or entry into new markets by us or our competitors; data quality; ~~expansion, growth, development~~our ability to expand, develop or ~~reorganization~~reorganize or reorient of our sales force; employee retention, including retention of key employees and employees of acquired businesses; technical problems with our services; managerial execution; changes in relationships with real estate agents, brokers, owners, property managers and other strategic partners; legal and regulatory issues, including any actual or perceived failure to comply with U.S. or international laws, rules or regulations; ~~and~~ successful adoption of and training on our services; ~~competitive conditions;~~ and the availability of capital.

Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of, and are based on information available to us on, the date of this Quarterly Report on Form 10-Q (unless otherwise indicated). All subsequent

written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to update any such statements or release publicly any revisions to these forward-looking statements to reflect new information or events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

4842

Item 3.Quantitative and Qualitative Disclosures About Market Risk

We provide information, analytics and online marketplace services to commercial real estate and related business communities within the regions where we operate which primarily include, North America, Europe, Asia-Pacific and Latin America. The functional currency for a majority of our operations is the local currency, with the exception of certain STR international locations for which the functional currency is the British Pound.

Fluctuations in the British Pound, Canadian dollar and Euro may have an impact on ~~our~~our business, results of operations and financial position. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~revenues~~revenues denominated in foreign currencies ~~was~~were approximately 4% and 5%, ~~respectively, of total revenue,~~ respectively. For the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021 our revenues would have decreased by approximately ~~$1.9~~$2 million, ~~and $5.6 million, respectively,~~ if the U.S. dollar exchange rate used strengthened by 10%. For the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, our revenues would have increased by approximately ~~$1.9~~$2 million, ~~and $5.6 million, respectively,~~ if the U.S. dollar exchange rate used weakened by 10%. In addition, we have assets and liabilities denominated in foreign currencies. We currently do not use financial instruments to hedge our exposure to exchange rate fluctuations with respect to our foreign subsidiaries. We may seek to enter into hedging transactions in the future to reduce our exposure to exchange rate fluctuations, but we may be unable to enter into hedging transactions successfully, on acceptable terms or at all. As of ~~September 30, 2020,~~March 31, 2021, accumulated other comprehensive loss included a loss from foreign currency translation adjustments of approximately ~~$12~~$0.6 million.

We do not have material exposure to market risks associated with changes in interest rates related to cash equivalent securities held as of ~~September 30, 2020.~~March 31, 2021. As of ~~September 30, 2020,~~March 31, 2021, we had ~~$3.9~~$3.7 billion of cash, cash equivalents and restricted cash. If there is an increase or decrease in interest rates, there will be a corresponding increase or decrease in the amount of interest earned on our cash and cash equivalents. We currently diversify our cash and cash equivalents holdings amongst multiple financial ~~institutions.~~institutions and AAA rated Government and Treasury Money Market Funds.

We are subject to interest rate market risk in connection with our ~~new~~ revolving credit facility. On July 1, 2020, we entered into the 2020 Credit Agreement, which provides for variable rate borrowings of up to $750 million. On July 1, 2020, we issued $1.0 billion aggregate principal amount of 2.800% Senior Notes due July 15, 2030. Changes in interest rates would not have a material impact to our current interest and debt financing expense, as all our borrowings except for our credit facility are fixed rate, and our credit facility is currently undrawn as of ~~September 30, 2020.~~March 31, 2021. See Note 10 to the accompanying Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for information regarding our 2020 Credit Agreement.

We had approximately ~~$2.4~~$2.7 billion of goodwill and intangible assets as of ~~September 30, 2020.~~March 31, 2021. As of ~~September 30, 2020,~~March 31, 2021, we believe our intangible assets will be recoverable; however, changes in the economy, including due to the COVID-19 pandemic, the ~~business~~industry in which we operate and our own relative performance could change the assumptions used to evaluate intangible asset recoverability. In the event that we determine that an asset has been impaired, we would recognize an impairment charge equal to the amount by which the carrying amount of the assets exceeds the fair value of the asset. We continue to monitor these assumptions and their effect on the estimated recoverability of our intangible assets.

4943

Item 4.Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of ~~September 30, 2020,~~March 31, 2021, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~September 30, 2020~~March 31, 2021 and were operating at a reasonable assurance level.

We continue to implement a financial system that is designed to improve the efficiency and effectiveness of our operational and financial accounting processes. This implementation is expected to continue beyond ~~2020.~~2021. Consistent with any process change that we implement, the design of the internal controls has and will continue to be evaluated for effectiveness as part of our overall assessment of the effectiveness of our disclosure controls and procedures. We expect that the implementation of this system will further improve our internal controls over financial reporting.

Other than the implementation of a new financial system noted above, there have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We continue to monitor and assess the effects of the COVID-19 pandemic and our response to the pandemic on our internal controls so we can take appropriate actions to minimize any impact on the design and operating effectiveness.

5044

PART II — OTHER INFORMATION

Item 1.Legal Proceedings

Currently, and from time to time, we are involved in litigation incidental to the conduct of our business. We are not currently a party to any lawsuit or proceeding that, in the opinion of our management based on consultations with legal counsel, is likely to have a material adverse effect on our financial position or results of operations. See Note 12 of the Notes to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for further discussion.

Item 1A.Risk Factors

~~Except as updated in our Quarterly Reports for the periods ended March 31, 2020 and June 30, 2020, there have been no material changes~~In addition to the ~~Risk Factors as previously~~other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors disclosed in Part I, “Item 1A Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (the ~~“2019~~“2020 Form 10-K”), which could materially affect our business, financial condition or future results. The risks described in our ~~2019~~2020 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or results of operations. There have been no material changes to the Risk Factors as previously disclosed in Part I, “Item 1A Risk Factors” in our 2020 Form 10-K.

5145

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

The following table is a summary of our repurchases of common stock during each of the three months in the quarter ended ~~September 30, 2020:~~March 31, 2021:

ISSUER PURCHASES OF EQUITY SECURITIES

Month, 2020 Total Number of
Shares
Purchased Average
Price Paid
per Share Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs Maximum
Number of Shares
that May Yet Be
Purchased Under
the Plans or
Programs
July 1 through July 31 102 $ 691.63 — —
August 1 through August 31 — — — —
September 1 through September 30 370 856.85 — —
Total 472 (1) $ 849.67 — —
__________________________


2021	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 through 31	4		$	924.28	—	—
February 1 through 28	22,519		830.96		—	—
March 1 through 31	10,160		817.84		—	—
Total	32,683	(1)	$	821.40	—	—
__________________________

(1) The number of shares purchased consists of shares of common stock tendered by employees to the Company to satisfy the employees' minimum tax withholding obligations arising as a result of vesting of restricted stock grants under ~~the Company's 2007 Stock Incentive Plan, as amended, and~~ the Company’s 2016 Stock Incentive Plan, as amended, which shares were purchased by the Company based on their fair market value on the trading day immediately preceding the vesting date. None of these share purchases were part of a publicly announced program to purchase common stock of the Company.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None.

5246

Item 6.Exhibits


Exhibit No.						Description
3.1						Third Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on June 6, 2013).
3.2						Third Amended and Restated By-Laws (Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on September 24, 2013).

~~4.1~~						Indenture, dated as of July 1, 2020, by and among CoStar Group, Inc., as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee, relating to the 2.800% Senior Notes due 2030, including the form of 2.800% Senior Notes due 2030 (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 1, 2020).
~~10.1~~						Second Amended and Restated Credit Agreement, dated as of July 1, 2020, by and among CoStar Group, Inc., as borrower, CoStar Realty Information, Inc., as co-borrower, the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 1, 2020).
31.1						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1						Certification of Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2						Certification of Principal Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

101.INS						~~XBRL Instance Document -~~The following financial statements from the ~~instance document does not appear~~Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in ~~the Interactive Data File because its XBRL tags are embedded within the~~ Inline ~~XBRL document.~~XBRL: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
104						The cover page from the Registrant's Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2020,~~March 31, 2021, formatted in Inline XBRL (included as Exhibit 101).

5347

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COSTAR GROUP, INC.

Date:

~~October~~April 28, ~~2020~~2021

By:

/s/ Scott T. Wheeler

Scott T. Wheeler
Chief Financial Officer
(Principal Financial and Accounting Officer and Duly Authorized Officer)

5448


	Nine Months Ended September 30,
	2020						2019
	North America		International		Total		North America		International		Total
Information and analytics
CoStar Suite	$	473,363	$	22,634	$	495,997	$	436,070	$	20,469	$	456,539
Information services	77,069		19,023		96,092		52,632		6,466		59,098
Online marketplaces
Multifamily	438,185		0		438,185		360,463		0		360,463
Commercial property and land	184,096		256		184,352		148,418		475		148,893
Total revenues	$	1,172,713	$	41,913	$	1,214,626	$	997,583	$	27,410	$	1,024,993


	December 31, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Level 1		Level 2		Level 3
Cash equivalents	$	576,761	$	0	$	0	$	576,761	$	576,761	$	—	$	—
Auction rate securities	10,800		0		(730)		10,070		0		0		10,070
Total cash equivalents and long-term investments	$	587,561	$	0	$	(730)	$	586,831	$	576,761	$	0	$	10,070


Month, 2020	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 through July 31	102		$	691.63	—	—
August 1 through August 31	—		—		—	—
September 1 through September 30	370		856.85		—	—
Total	472	(1)	$	849.67	—	—
__________________________