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FUel FoR
CoMMeRCIal
Real eSTaTe
2009 Annual Report
Commercial real estate professionals are the
driving force behind CoStar’s commitment to being
the complete solution for information, analytics,
marketing and more. It gives them more control
over the deal. And that, in turn, drives their success.
The DRIvInG
FoRCe BehInD
SUCCeSS
CoStar subscribers are always thinking about the
deal. So are we. That’s why we’re dedicated to
providing everything our subscribers need to go
after more prospects, find more properties and
close more deals—faster than the competition.
ALWAYS
WORKING
IN DEAL-TIME
FINANCIAL
HIGHLIGHTS
In thousands, except per share data
2005
2006
2007
2008
2009
Operations
Revenues
Net income
Net income per share-diluted
Weighted average outstanding shares-diluted
$134,338
$6,457
$0.34
19,007
$158,889
$12,410
$0.65
19,165
$192,805
$15,951
$0.82
19,404
$212,428
$24,623
$1.26
19,550
$209,659
$18,693
$0.94
19,925
Balance Sheet
Cash, cash equivalents and investments
Total assets
Stockholders’ equity
$134,185
$248,059
$224,796
$158,148
$275,437
$250,110
$187,426
$321,843
$281,805
$224,590
$334,384
$303,421
$255,698
$404,579
$359,006
Five-Year Revenue Growth ($ in millions)
Comparison of Quarterly EBITDA and Net Income ($ in millions)
250
200
150
100
50
0
'05
'06
'07
'08
'09
20
15
10
5
0
EBITDA
NET INCOME
Q1 2008
Q2 2008
Q3 2008
Q4 2008
Q1 2009
Q2 2009
Q3 2009
Q4 2009
Reconciliation of Quarterly EBITDA with 2008-2009 Quarterly Net Income ($ in millions)
2008
2009
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Net income
$5.0
$5.4
$6.6
$7.5
$6.1
$4.6
$4.3
$3.6
Purchase amortization
1.8
1.9
1.8
1.7
Depreciation and other amortization
2.5
2.5
2.4
2.3
1.4
2.2
1.2
1.5
2.2
2.1
1.6
2.3
Interest income, net
(1.9)
(1.3)
(0.9)
(0.8)
(0.4)
(0.3)
(0.2)
(0.2)
Income tax expense, net
4.1
4.3
5.6
6.0
5.1
3.9
2.9
2.6
EBITDA
$11.5
$12.8
$15.5
$16.7
$14.4
$11.6
$10.6
$9.9
“
CoStar has experienced tremendous
growth over the past 20-plus years to become
the industry standard for commercial real
estate information. While we have come
far and enjoyed much success, I see great
opportunity in an improving economic
environment to add new clients and expand
our business in key areas to generate
consistently higher revenue and achieve
higher, organic earnings growth.”
CoStar Group CEO Andrew C. Florance standing in front of the unique
visual installation at CoStar headquarters. This display captures the
hundreds of thousands of listing updates, reported lease and sales
transactions, and property searches taking place in CoStar’s compre-
hensive database of commercial real estate information every day,
and displaying it as it happens.
In 2009, CoStar Group performed exceptionally
well under what can only be described as very challenging
circumstances. The company demonstrated the absolute
strength and resilience of our business model and the value
of our comprehensive, proprietary database by generating
consistently high revenue and strengthening the company’s
balance sheet throughout the year. We also continued to
take advantage of our strong financial position to invest in a
number of growth opportunities that we expect will expand
our industry-leading market position and build shareholder
value over the long term.
Among the most significant of the investments we made
in 2009 were the acquisitions of Property and Portfolio
Research, Inc. (PPR) and Resolve Technology, Inc. Both
expand CoStar’s presence in the finance and investment
information
segments of the commercial real estate
for
market, offering additional, value-added options
accessing and analyzing the commercial real estate
information CoStar provides.
The global economy appears to be beginning to emerge from
the recent prolonged downturn. We believe there will be a
significant opportunity as the economy and market conditions
improve to capitalize on our existing research assets and the
investments we have made. We intend to keep CoStar at the
forefront of this opportunity and position the company for
additional high-margin revenue growth.
Our products and services continue to serve as an
indispensable resource for our subscribers. As a result, our
core business continued to perform well throughout the
year, adding $31.1 million in cash to our balance sheet. At
the end of 2009, the company had a total of $255.7 million
in cash, cash equivalents and investments on hand, and no
long-term debt obligations.
As signs of economic recovery began to emerge over the
second half of the year, we saw a significant improvement
in our business, including a strong increase in net new
subscribers and customer renewal rates, an increase in
average contract value and, most importantly, a return to
positive quarterly net sales growth in the fourth quarter.
These improvements, combined with continued successful
integration of our recent acquisitions of PPR and Resolve
and disciplined operating performance across our entire
organization, resulted in a record amount of quarterly
revenue in the fourth quarter of 2009 totaling $54.6 million.
This exceeds the previous quarterly revenue high-water
mark for the company of $53.8 million achieved in the third
quarter of 2008. I believe the fact that our company continued
to generate earnings, attract new subscribers and achieve
high renewal rates through a period when many of our clients
endured extreme economic duress is a further testament to
the exceptional value of our products and services.
Throughout the year, CoStar Group continued to balance
investments with earnings, generating $18.7 million
in earnings on $209.7 million in revenue in 2009. We
delivered solid earnings even after making investments
throughout the year, including growing our sales force and
research organization, rolling out the highly successful
Showcase.com service, and expanding our investment
product platform through the strategic acquisitions of
PPR and Resolve Technology. Together with the sequential
quarterly improvement in our business over the second half
of 2009, we believe the company enjoys a very strong financial
position and remains well positioned to take advantage of
developing market opportunities.
DEMAND FOR COSTAR’S INFORMATION FUELS SUBSCRIBER SITE GROWTH
Subscriber Sites
18,000
16,000
14,000
12,000
10,000
8,000
6,000
4,000
2,000
0
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
Growth In Total CoStar Group Subscriber Sites Per Year
Throughout the United States and United Kingdom, an entire
industry has coalesced around CoStar as its primary information source.
The total number of CoStar subscription client sites nearly doubled over the
past five years and totaled more than 16,000 at the end of 2009.
During the year, CoStar Group’s financial performance was
recognized by Forbes magazine, which named CoStar one
of “America’s 200 Best Small Companies” in its November
2, 2009 issue. In an accompanying article entitled Small-
Cap Gems, our company was highlighted as an example of
a company with a strong balance sheet and market position
that had managed to thrive despite difficult economic
conditions.
Forbes based its rankings on earnings growth, sales growth
and return on equity in the past 12 months and over a five-
year period. It reported that CoStar Group’s sales grew 18%,
earnings per share rose 110% and return on equity increased
7% on average during the five-year period it analyzed.
All of us at CoStar were certainly gratified by this presti-
gious recognition. For shareholders, I believe this indepen-
dent assessment also validates the growth strategy we’ve
pursued over the past two decades to assemble the largest
aggregation of commercial property information within a re-
search database system anywhere in the world. The amount
and detail of information in our database, and the fact that
it is continuously updated through our proactive, ongoing
research, offers tremendous value for our subscribers.
With signs of an initial economic recovery at hand, the com-
pany is now focused on leveraging our extensive data, strong
balance sheet and highly effective sales channel in ways that
can further enhance the value of our services to subscribers.
In doing so, we expect to generate significant future revenue
and deliver long-term value to our shareholders.
Strategic Acquisitions
For more than 20 years, CoStar has focused on expanding
our research and market coverage to offer the most com-
prehensive source of commercial real estate information
available online. With our comprehensive research cover-
age largely completed across the U.S., we are increasingly
focused on opportunistic acquisitions that can help our sub-
scribers do more with the enormous amount of information
CoStar makes available to them.
With the acquisition of PPR in July
of 2009, we fulfilled our goal of
acquiring a leading provider of real
estate analytics, market forecasts
and credit risk analysis.
PPR’s suite of analytic tools provides strategic, market and
asset-level analysis in support of portfolio management,
acquisitions, dispositions and asset management activities.
Additionally, PPR provides risk management analysis,
including identification of market risks and a framework for
understanding mortgage credit defaults, produced by a team
of economists and market analysts.
Acquiring PPR provided CoStar with the expertise and ca-
pacity to support our client’s growing demand for premium
analytic services, supported by our detailed building-lev-
el, research-verified information. The combination also
strengthens PPR’s already successful business by enhanc-
ing its analysis and forecasting capabilities through access
to CoStar’s extensive research database and making its
services available across our much larger customer base.
Recent events have heightened interest among investors,
lenders, appraisers and government agencies to incorporate
more accurate forecasts and risk analysis in debt and equity
investments involving commercial real estate assets. Com-
bining the insight and analysis provided by PPR’s economists
and analysts with CoStar’s unmatched research capabilities
enables CoStar to offer what we believe to be the best pos-
sible solution for helping clients better understand risk and
return in commercial real estate investing.
With the widespread deterioration in asset values we’ve
seen across most commercial property types and markets
over the past two years, demand for this expert insight and
analysis among investors and lenders continues to grow and
makes this combination more compelling than ever.
Following the PPR acquisition, CoStar announced the second
acquisition of the year, acquiring Resolve in October 2009.
Resolve’s clients include some of the leading real estate
advisory and investment management firms, REITs, pension
funds, life insurance companies, and other institutional
investors with large commercial real estate holdings in their
investment portfolios.
Resolve’s software helps investment managers optimize
performance and maximize investor returns in their com-
mercial property portfolios. By integrating data from numer-
ous disconnected systems and spreadsheets into a single
data warehouse or dashboard, the software automatically
consolidates historical, budget and pro-forma financial and
property information, providing greater insight and reporting
capabilities for investment managers.
Resolve’s products also tie together information related
to assets, debt and partnerships so clients can quickly
understand the impact on performance and returns. The
software facilitates the analysis of historical and forecasted
performance of investments and enables ‘what-if’ scenarios
to further refine investment strategy and optimize the
performance of real estate portfolios.
Executing Our Growth Strategy
As with PPR, the acquisition of Resolve is consistent with
the growth strategy we have pursued to acquire successful
businesses that offer complementary capabilities that can
be enhanced through the integration with CoStar’s data. We
also look for companies capable of achieving stronger revenue
growth by having their services marketed through CoStar’s
extensive sales channels to our broader client base.
We have already begun to realize value from these
investments less than one year since acquiring them.
Together, PPR and Resolve accounted for approximately $9
million of the company’s total revenue for 2009. Not only
does this strong performance reflect the solid fundamental
business of each firm, it also includes the first of many cross-
selling opportunities we expect to pursue. Clients of all three
firms understand and appreciate the strategic value of these
acquisitions, and are eagerly awaiting new applications,
insights and tools we plan to provide as a single, unified
source.
We believe the current environment provides an excellent
opportunity to continue our growth strategy. And, similar to
PPR and Resolve, we intend to pursue acquisitions that meet
our criteria and possess what we believe to be the greatest
potential for supporting long-term revenue growth. CoStar’s
strong balance sheet puts us in a very favorable position for
taking advantage of opportunities that have the potential to
become major contributors to our future success.
Another cornerstone of our growth strategy can be found in
supporting the organic growth of new products and services
that leverage CoStar’s comprehensive data and thousands of
client relationships.
RESHApING THE MARKETpLACE
Expert Advice
Interpretive
Analysis
Market Data
H
T
P
E
D
L
A
C
I
T
Y
L
A
N
A
Client-Supplied
Portfolio Data
PPR
CoStar Group
Resolve
GEOGRAPHIC FOCUS
Expert Advice
Interpretive
Analysis
Market Data
H
T
P
E
D
L
A
C
I
T
Y
L
A
N
A
Client-Supplied
Portfolio Data
CoStar Group
GEOGRAPHIC FOCUS
Property-Specific
Sub-Market
Market
Macro
Property-Specific
Sub-Market
Market
Macro
CoStar is reshaping the analytic marketplace for commercial real estate. Through the acquisition of Property and Portfolio Research and Resolve Technology,
we now offer the most comprehensive coverage of micro and macro information insight.
SHOWCASE SUBSCRIBER GROWTH
MORE THAN DOUBLED IN 2009
Adding Scale to Achieve a
Sharper Competitive Edge
10,000
8,000
6,000
4,000
Q1 2009
Q2 2009
Q3 2009
Q4 2009
SHOWCASE.COM Subscribers
Our innovative Showcase.com service experienced excep-
tional growth during the year. In fact, the total number of
Showcase subscribers more than doubled during 2009. At
year-end, more than 8,800 brokers were marketing their
listings through Showcase.com. Even more impressive,
Showcase.com continued to gain market share and attract
subscribers at a time when the number of people paying to use
competitive services has fallen.
Following its successful debut and surge in subscriber counts
in the U.S., Showcase.com became the company’s first inte-
grated international software product as we launched the
service in the United Kingdom in the first quarter of 2010.
We also continue to invest in and roll out enhanced versions
of our subscription information products. These enhance-
ments provide even more ways to use CoStar’s information
to analyze trends, identify market risk and forecast future
investment performance more accurately.
We believe these and other analytic tools we are bringing to
the market enhance the value of becoming and remaining a
CoStar subscriber, support our long-term subscriber growth
and directly contribute to our high renewal rates.
One critically important but often overlooked area of our
business is the tremendous competitive advantage resulting
from CoStar’s advanced research operation. Our intensive,
highly evolved processes produce an unprecedented amount
of information each and every business day and are directly
responsible for the quality and scope of the information so
highly valued by our subscribers.
By refining our processes over more than 20 years and by
effectively using more technology to extend our advantage
in aggregating mountains of information, CoStar’s ongoing
research serves to continuously strengthen our competitive
position, making it extremely difficult to approach the quality
and scale of information we manage on a daily basis.
In 2009, CoStar’s research team continued to expand our
database to unprecedented levels. Having already doubled
in size over the previous three years, our research database
added a total of 726,000 gross new listings over the course
of 2009, providing a wealth of potential revenue-generating
opportunities for our subscribers. In addition to dominating
the for-lease market, our for-sale listings included property
valued at $523 billion in the U.S. at year-end 2009, a distinct
advantage over the next closest competitor.
Because of the integrated nature of our research, we’re able
to monitor and track these listings, potentially resulting
in hundreds of thousands of future tenants, comparable
transactions, renewal dates and effective rents that may be
added to our database, further enhancing the value of the
information we offer.
CoStar’s research operation actively collects these interre-
lated pieces of information in the course of conducting more
than three million telephone interviews and driving more
than one million miles canvassing markets each year, pro-
viding what we believe to be by far the most complete picture
of activity in the market.
A CLEAR AND DISTINCT ADvANTAGE
Millions
4.0
3.5
3.0
2.5
2.0
1.5
1.0
0.5
0.0
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
Growth In The Total Number Of Properties In CoStar’s Database (In Millions) Per Year
Our business is information. More information means more opportunity
for our subscribers. And with more than 3.6 million properties in our
database, no one offers more research-verified information on commercial
real estate than CoStar. Our success is due to the constant innovation
we bring to our research, and our unique ability to provide the tools and
information resources commercial real estate professionals need to
compete in an ever-changing marketplace.
As much as this growth speaks to the strength of our
research processes and the value we provide our customers
today, it is just as much about the continued value we expect
to provide CoStar subscribers tomorrow as we position our
information to become the primary source of accurate and
complete analytics for commercial real estate.
positioned for
Accelerated Growth
With signs of a strengthening economy and the positive
trends in our business at the end of 2009, I believe we have
turned the corner in this business cycle. While we fully ap-
preciate the challenges our business and the overall econo-
my face, we are also confident of the heightened prospects
for our business in 2010 and beyond.
Our confidence is based on the underlying strength of
our business model, our strong financial position and the
opportunities created by the investments we made in 2009.
In the coming months, we plan to leverage these strengths
to meet the challenges of today’s market to generate
consistently higher revenue and achieve higher, organic
earnings growth.
CoStar has experienced tremendous growth over the past 20-
plus years to become the industry standard for commercial
real estate information. While we have come far and enjoyed
much success, I believe we are still in the early stages of
penetrating the total market potential for our industry in
the U.S. and Europe. I see great opportunity in an improving
economic environment to add new clients and expand our
business in key areas, such as those presented by PPR and
Resolve, while leveraging the relatively fixed costs of our
research across multiple markets.
While the global economy has been on ‘pause’ for much
of 2008 and 2009, we took the opportunity ahead of the
expected recovery to invest in and expand our business on
a number of fronts. We grew and top-graded our sales force
and added staff to our research team to ensure the quality
of our data. We invested in growing the subscriber base of
the successful new Showcase.com product. We acquired
and are integrating PPR’s advanced analytic and forecasting
capabilities and Resolve Technology’s advanced software
with CoStar’s extensive information database.
If our experience emerging from previous downturns over the
past two decades is any indication, we expect the investments
we have made in preparation for the recovery will provide
shareholders with substantial returns as the economy
strengthens. Our information plays a crucial role for those
engaged in the business of marketing, leasing, analyzing,
valuing, buying and selling commercial real estate. As that
activity once again returns to the market, we expect demand
for CoStar’s information, marketing and analytic services to
increase as well, supporting sustained, high-margin growth
in our business.
Andrew C. Florance
Chief Executive Officer
CoStar Group
Q&A
ANDREW C. FLORANCE
Chief Executive Officer
CoStar Group
CoStar Group made a number of strategic
investments in its business during 2009, perhaps
none more significant than the acquisitions
of Property and Portfolio Research (PPR), a
leading provider of real estate analytics, market
forecasts and credit risk analysis, and Resolve
Technology, whose software enables invest-
ment managers to optimize performance and
maximize investor returns in their commercial
property portfolios. On the following pages,
CoStar Group CEO Andrew Florance outlines
how the two acquisitions fit into the company’s
growth strategy and discusses the impact both
are expected to have on CoStar’s platform.
Acquisitions have been a key part of CoStar’s
growth strategy. What is the current acquisition
strategy and what types of companies are you
focused on acquiring?
integrated
Acquisitions are a fundamental part of our overall
growth strategy to expand our business across different
product lines, markets and business segments within the
commercial real estate industry, with a focus on building
and growing
information, marketing and
analytic services. Once we acquire companies, we seek
to use our competitive advantages to create long-term
value. This includes applying CoStar’s subscription-based
business model, providing access to our comprehensive
research database, and integrating the new product or
service across CoStar’s extensive sales channel and
technology platform to grow revenue and
increase
profitability. At the same time, we’re able to draw
on the capabilities of the acquired companies to
help us penetrate and grow market share in new
segments and
industry classes. In the coming
years, we plan to integrate PPR and Resolve Technology
into our business, using these strategies to increase their
respective profitability and drive CoStar’s growth.
We plan to continue to identify attractive acquisition
targets that meet our criteria. The current economic
environment has generated a greater number of acquisition
opportunities at a more reasonable valuation than we
have seen in the past, and we believe CoStar is well
positioned, financially and operationally, to take advantage
of opportunities as they present themselves. Similar to
PPR and Resolve, we intend to pursue firms that meet our
criteria and possess what we believe to be the greatest
potential for supporting our long-term revenue growth.
How do the acquisitions of PPR and Resolve
Technology fit into CoStar’s growth strategy?
Much of our focus in the past has been on expanding our
geographic coverage and incorporating new property
types in order to increase the size of our database. Now
that we have firmly established this unparalleled data
resource, our acquisition strategy is focused on making
highly leveraged investments against this core asset,
adding products and services that offer more ways to use
and analyze the information in our database and create
more value for our clients. In the case of PPR, we have
a team of highly capable and respected economists
providing applied research in commercial real estate,
acting in a strategic advisory capacity for clients with real
estate equity and debt investments. Providing access to
the industry’s most comprehensive information source
enhances PPR’s financial modeling and forecasting
abilities, and enables them to extend their expert
analysis across more markets and expand their consulting
practice. Also, as part of CoStar, we can efficiently
offer PPR’s expertise through our sales channel to the
approximately 1,000 firms that fit the client profile for
PPR’s services, significantly scaling up from the number
of clients they serve.
Similarly, Resolve also offers new ways to leverage our
information. Today, clients can use Resolve’s software to
aggregate their internal information from a wide variety
of different repositories -- accounting systems, property
management systems, a discounted cash-flow system,
partnership structure systems -- and aggregate all that
information into a single, unified data warehouse. Our goal
is to integrate CoStar’s information with Resolve’s soft-
ware, enabling clients to utilize CoStar’s comprehensive
building and tenant data and PPR’s market research when
analyzing their specific portfolio or investment situation.
Imagine the additional insight and value from being able to
incorporate all the information we have on their buildings,
on their markets, and on competitive properties in their
internal portfolio analysis.
What impact will these acquisitions have
on the potential market for CoStar’s information?
Ten years ago, CoStar was focused almost entirely on
the commercial real estate brokerage market. At that
time, approximately 80% of our revenue was derived
from brokerage firms. That market segment is still very
important to our business, but today it accounts for
less than 50% of our total revenue. Having successfully
expanded our research and diversified our client base, we
now serve a much larger and broader potential market
for commercial real estate information, including lenders,
appraisers,
investment
advisors, government agencies, property owners and
many more. PPR’s consulting expertise and Resolve’s
specialized software enable us to make our solutions
much more relevant to those with debt, equity or ownership
interests in commercial property assets, as well as
government agencies, advisors and service providers.
We believe we can further diversify our client base and
significantly increase our market penetration among
investors, REITs,
institutional
the property ownership and lending segments through
these acquisitions.
Our investments in PPR and Resolve also enable us
to drive additional demand and
leverage revenue
across all our markets. When we invest in opening a
specific market such as Richmond, Virginia; Spokane,
Washington; or Bristol, England, the majority of revenue
we generate from that investment most likely comes
from subscribers located in that market, or from those
who have an invested interest in commercial property
there. When we invest in companies like Resolve and
PPR, we can generate revenue and value across our entire
platform, in the U.S., in Europe, and elsewhere. With
these investments, we can leverage our entire platform to
offer value to large numbers of our clients, regardless of
their location.
How has CoStar been able to continue to generate
strong revenue in such a challenging economic
environment?
The severity of the downturn has had a very adverse effect
on many of our clients. Fortunately, they continue to turn
to CoStar’s products as an indispensable resource that
directly supports their ability to complete transactions and
generate revenue. In terms of productivity, we estimate
that using our service can free up hundreds of hours per
year that can be devoted to closing transactions, advising
clients and other revenue-generating activities. Demand
for CoStar’s information among certain businesses has
actually increased during this downturn. For example,
certain investment funds are interested in researching
the market and analyzing the potential for opportunistic
investment in distressed property. Federal, state and
local government regulatory agencies required to monitor
market conditions have become clients or expanded their
subscriptions, as have accounting and other firms involved
in tax appeal work resulting from the steep decline in
property values. Demand for CoStar’s high quality research
and information is very durable, and not nearly as volatile
as fluctuations in the commercial real estate market.
Also we’re seeing a great deal of interest from those
who may not have placed much value in gaining a better
understanding of risk in investment and debt portfolios
in the past but now have a changed perception regarding
commercial real estate. Where they now perceive
volatility and risk, they want more information on what is
happening in their markets and in their portfolios. With the
reintroduction of negative cycles in real estate investment,
we’re finding many new customers for our information,
and we believe having PPR and Resolve will further
advance CoStar’s business in this area. Finally, having
largely completed the geographic coverage of the U.S. in
our research database, we believe these investments are
poised to deliver high margin earnings from additional
incremental revenue.
ABOUT
COSTAR
Standing from Left to Right: Frank Simuro, Craig Gomez,
Andrew Florance, John Stanfill, Frank Carchedi. Seated
Left to Right: Daniel Kimball, Susan Jeffress, Jonathan
Coleman, Brian Radecki, Jennifer Kitchen, Dean Violagis.
SHAREHOLDER INFORMATION
Stock Listing:
Symbol: CSGP, NASDAQ Listed
Transfer Agent and Registrar:
American Stock Transfer & Trust Co.
59 Maiden Lane
New York, NY 10038
Independent Auditors:
Ernst & Young LLP
8484 Westpark Drive
McLean, VA 22102
CORpORATE INFORMATION
Corporate Office:
CoStar Group, Inc.
1331 L Street, NW
Washington, DC 20005
Investor Relations:
Brian J. Radecki
Chief Financial Officer
(301) 664-9132
Timothy J. Trainor
Communications Director
(301) 280-7695
CoStar Group, Inc. (Nasdaq: CSGP) is the number one provider of information,
marketing and analytic services to commercial real estate professionals in
the United States and the United Kingdom. CoStar’s suite of services offers
customers access via the Internet to the most comprehensive database of
commercial real estate information throughout the U.S., as well as in the
United Kingdom and France. Headquartered in Washington DC, CoStar has
approximately 1,400 people working for the company worldwide, including
the largest professional research organization in the industry. For more
information, visit http://www.costar.com.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
Commission file number 0-24531
CoStar Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
52-2091509
(I.R.S. Employer Identification No.)
2 Bethesda Metro Center, 10th Floor
Bethesda, Maryland 20814
(Address of principal executive offices) (zip code)
(301) 215-8300
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $.01 par value
Name of Each Exchange on Which Registered
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No
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 of the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that registrant was required to submit and post such files.) Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities
Exchange Act of 1934.
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Based on the closing price of the common stock on June 30, 2009 on the Nasdaq Stock Market, Nasdaq Global Select Market, the aggregate
market value of registrant’s common stock held by non-affiliates of the registrant was approximately $641 million.
As of February 19, 2010, there were 20,581,462 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement, which is expected to be filed with the Securities and Exchange Commission within 120
days after the end of the registrant’s fiscal year ended December 31, 2009, are incorporated by reference into Part III of this Report.
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
TABLE OF CONTENTS
Business ............................................................................................................................................ 3
Risk Factors ...................................................................................................................................... 15
Unresolved Staff Comments ............................................................................................................. 21
Properties .......................................................................................................................................... 21
Legal Proceedings ............................................................................................................................. 22
Submission of Matters to a Vote of Security Holders ...................................................................... 22
Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer
Purchases of Equity Securities ...................................................................................................... 23
Selected Consolidated Financial and Operating Data ....................................................................... 26
Management’s Discussion and Analysis of Financial Condition and Results of Operations ........... 27
Quantitative and Qualitative Disclosures about Market Risk ........................................................... 41
Financial Statements and Supplementary Data ................................................................................. 42
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ........... 42
Controls and Procedures ................................................................................................................... 42
Other Information ............................................................................................................................. 43
Directors, Executive Officers and Corporate Governance ................................................................ 44
Executive Compensation .................................................................................................................. 44
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters....................................................................................................................... 44
Certain Relationships and Related Transactions, and Director Independence .................................. 44
Principal Accountant Fees and Services ........................................................................................... 44
Exhibits and Financial Statement Schedules .................................................................................... 44
Signatures ......................................................................................................................................... 46
Index to Exhibits ............................................................................................................................... 47
Index to Consolidated Financial Statements ..................................................................................... F-1
2
Item 1.
Business
PART I
(In this report, the words “we,” “our,” “us,” “CoStar” or the “Company” refer to CoStar Group, Inc. and its
direct and indirect subsidiaries. This report also refers to our websites, but information contained on those sites is
not part of this report).
CoStar Group, Inc., a Delaware corporation, is the number one provider of information, marketing and analytic
services 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, provide more information, marketing and analytic services than any of our competitors
and believe we generate more revenues than any of our competitors. CoStar’s integrated suite of services offers
customers online access to the most comprehensive database of commercial real estate information, which has been
researched and verified by our team of researchers, currently covering the U.S., as well as London and other parts of
the U.K. and parts of France. Prior to 2007, CoStar operated within one segment. Due to the increased size,
complexity and funding requirements associated with our international expansion, in 2007 we began to manage our
business geographically in two operating segments, with our primary areas of measurement and decision-making
being the U.S. and International, which includes the U.K. and France.
Since our founding in 1987, CoStar’s strategy has been to provide commercial real estate professionals with
critical knowledge to explore and complete transactions, by offering the most comprehensive, timely and
standardized information on U.S. commercial real estate. As a result of our January 2003 acquisition of Focus
Information Limited (now, CoStar U.K. Limited), June 2004 acquisition of Scottish Property Network, December
2006 acquisition of Grecam S.A.S., February 2007 acquisition of Property Investment Exchange Limited, and July
2009 acquisition of Property and Portfolio Research, Inc. (“PPR”) and its wholly owned U.K. subsidiary, Property
and Portfolio Research Ltd. (“PPR UK”) we have extended our offering of comprehensive commercial real estate
information to include London and other parts of the U.K. and parts of France. Information about CoStar’s revenues
from, and long-lived assets located in, foreign countries is included in Notes 2 and 12 to our consolidated financial
statements. CoStar’s revenues, net income, assets and liabilities, broken out by segment are set forth in Note 12 to
our consolidated financial statements. Information about risks attendant to our foreign operations is included in
“Item 7A. Quantitative and Qualitative Disclosures about Market Risk.”
We deliver our content to our U.S. customers primarily via an integrated suite of online service offerings that
includes information about space available for lease, comparable sales information, tenant information, information
about properties for sale, internet marketing services, property information for clients’ websites, information about
industry professionals and their business relationships, analytic information, data integration, and industry news.
We also provide market research and analysis for commercial real estate investors and lenders via our PPR service
offerings. We have created and are continually improving a standardized information platform where the
commercial real estate industry and related businesses can continuously interact and easily facilitate transactions due
to the efficient exchange of accurate information we have supplied.
We have a number of assets that provide a unique foundation for our standardized platform, including the most
comprehensive proprietary database in the industry; the largest research department in the industry; proprietary data
collection, information management and quality control systems; a large in-house product development team; a
broad suite of web-based information, marketing and analytic services; a large team of analysts and economists and
a large base of clients. Our database has been developed and enhanced for more than 22 years by a research
department that makes thousands of daily database updates. In addition to our internal efforts to grow the database,
we have obtained and assimilated over 51 proprietary databases.
We intend to continue to grow our standardized platform of commercial real estate information, marketing and
analytic services. In 2004, we began research for a 21-market U.S. expansion effort. By the end of the first quarter
of 2006, we had successfully launched service in each of those 21 markets. In addition, following our acquisition of
National Research Bureau in January 2005, we launched various research initiatives as part of our expansion into
real estate information for retail properties. We launched the new retail component of our flagship product, CoStar
Property Professional, in May 2006. In July 2006, we announced our intention to commence actively researching
3
commercial properties in approximately 81 new Core Based Statistical Areas (“CBSAs”) across the U.S. in an effort
to expand the geographical coverage of our service offerings, including our new retail service. In the fourth quarter
of 2007, we released our CoStar Property Professional service in the 81 new CBSAs across the U.S. In 2008, we
released CoStar Showcase, an internet marketing service that provides commercial real estate professionals the
opportunity to make their listings accessible to all visitors to our public website, www.CoStar.com.
During the second half of 2009, as part of our strategy for providing subscribers with tools for conducting
primary research and analysis on commercial real estate, we expanded subscribers’ capabilities to use our database
of research-verified commercial property information to conduct in-depth analysis and generate online reports of
trends in sales and leasing activity. Furthermore, in July 2009, we added analytic and market forecasting services to
our platform of research and marketing services with our acquisition of PPR and in October 2009 we acquired
Resolve Technology, Inc., (“Resolve Technology”) adding business intelligence and portfolio management software
used by institutional real estate investment companies.
We also intend to continue to grow and expand the coverage of our service offerings within our International
segment. In December 2006, our U.K. subsidiary, CoStar Limited, acquired Grecam S.A.S., a provider of
commercial property information and market-level surveys, studies and consulting services, located in Paris, France.
In February 2007, CoStar Limited also acquired Property Investment Exchange Limited, a provider of commercial
property information and operator of an online investment property exchange located in London, England. Our July
2009 acquisition of PPR and PPR UK also expanded the market research capabilities of our U.K. operations. CoStar
intends to integrate its U.K. and French operations more fully with its U.S. operations and eventually to introduce a
consistent international platform of service offerings. Further information about CoStar’s acquisitions is included in
Note 3 to our consolidated financial statements.
We intend to introduce a consistent worldwide platform of service offerings. Following our acquisitions of PPR
and Resolve Technology in 2009, we began integrating their respective product and service offerings with our own,
including the services we have successfully integrated following our prior acquisitions. In 2007, we introduced the
“CoStar Group” as the brand encompassing our worldwide operations. We believe that our recent U.S. and
International expansion and integration efforts have created a platform for long-term growth.
Our subscription-based information services, consisting primarily of CoStar Property Professional, CoStar
Tenant, CoStar COMPS Professional and FOCUS services, currently generate more than 95% of our total revenues.
Our contracts for our subscription-based information services typically have a minimum term of one year and renew
automatically. Upon renewal, subscription contract rates may increase 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 fees based on actual system usage. Contract rates are
based on the number of sites, number of users, organization size, the client’s business focus, geography and the
number of services to which a client subscribes. Our subscription clients generally pay contract fees on a monthly
basis, but in some cases may pay us on a quarterly or annual basis.
Industry Overview
The market for commercial real estate information and analysis is vast based on the variety, volume and value
of transactions related to commercial real estate. Each transaction has multiple participants and multiple information
requirements, and in order to facilitate transactions, industry participants must have extensive, accurate and current
information and analysis. Members of the commercial real estate and related business community require daily
access to current data such as space availability, properties for sale, rental rates, vacancy rates, tenant movements,
sales comparables, supply, new construction, absorption rates and other important market developments to carry out
their businesses effectively. Market research (including historical and forecast conditions) and applied analytics
have also become instrumental to the success of commercial real estate industry participants operating in the current
economic environment. There is a strong need for an efficient marketplace, where commercial real estate
professionals can exchange information, evaluate opportunities using standardized data and interpretive analyses,
and interact with each other on a continuous basis.
4
A large number of parties involved in the commercial real estate and related business community make use of
the services we provide in order to obtain information they need to conduct their businesses, including:
Sales and leasing brokers
Property owners
Property managers
•
•
•
• Design and construction professionals
• Real estate developers
• Real estate investment trust managers
•
Investment bankers
• Commercial bankers
• Mortgage bankers
• Mortgage brokers
• Retailers
Pension fund managers
• Government agencies
• Mortgage-backed security issuers
• Appraisers
•
• Reporters
• Tenant vendors
• Building services vendors
• Communications providers
•
•
•
Insurance companies’ managers
Institutional advisors
Investors and asset managers
The commercial real estate and related business community generally has operated in an inefficient marketplace
because of the fragmented approach to gathering and exchanging information within the marketplace. Various
organizations, including hundreds of brokerage firms, directory publishers and local research companies, collect
data on specific markets and develop software to analyze the information they have independently gathered. This
highly fragmented methodology has resulted in duplication of effort in the collection and analysis of information,
excessive internal cost and the creation of non-standardized data containing varying degrees of accuracy and
comprehensiveness, resulting in a formidable information gap.
The creation of a standardized information platform for commercial real estate requires an infrastructure
including a standardized database, accurate and comprehensive research capabilities, experienced analysts, easy to
use technology and intensive participant interaction. By combining its extensive database, over 975 researchers and
outside contractors, experienced team of analysts and economists, technological expertise and broad customer base,
we believe that we have created such a platform.
The U.S. and global economies have changed adversely over the past year or more, and the commercial real
estate industry has been negatively impacted. The commercial real estate market has seen a reduction in property
sales and leasing activity, lower absorption rates, climbing vacancy rates and decreases in rental rates and sales
prices. The full extent of the impact of our current financial crisis is not yet clear. As our customers continue to
look for ways to reduce spending, we may continue to see reduced demand for our information, marketing and
analytic services. However, we believe that even in a weakened economy there is a continuing need for accurate,
standardized commercial real estate information, marketing and analytic services. We believe that access to
continuously researched and verified commercial real estate information becomes even more valuable in a down
market, as industry players assess where market conditions are heading, how their businesses should adapt,
determine what properties are worth, and try to market their properties, among other things. Moreover, outsourcing
the labor-intensive task of conducting basic real estate research may result in cost savings for our clients.
CoStar’s Comprehensive Database
CoStar has spent more than 22 years building and acquiring a database of commercial real estate information,
which includes information on leasing, sales, comparable sales, tenants, and demand statistics, as well as digital
images.
As of January 29, 2010, our database of real estate information covered the U.S., as well as London, England
and other parts of the U.K. and parts of France, and contained:
• More than 1.4 million sale and lease listings;
• Approximately 3.7 million total properties;
• Approximately 10.5 billion square feet of sale and lease listings;
• Approximately 7.2 million tenants;
• Approximately 1.6 million sales transactions valued in the aggregate at approximately $3.4 trillion;
and
5
• More than 9.5 million digital attachments, including building photographs, aerial photographs, plat
maps and floor plans.
This highly complex database is comprised of hundreds of data fields, tracking such categories as:
Site and zoning information
• Location
•
• Building characteristics
•
Space availability
• Tax assessments
• Ownership
Sales and lease comparables
•
•
Space requirements
• Number of retail stores
For-sale information
Income and expense histories
• Mortgage and deed information
•
•
• Tenant names
• Lease expirations
• Contact information
• Historical trends
• Demographic information
• Retail sales per square foot
CoStar Research
We have developed a sophisticated data collection organization utilizing a multi-faceted research process. In
2009, our full time researchers and contractors drove millions of miles, conducted hundreds of thousands of on-site
building inspections, and conducted millions of interviews of brokers, owners and tenants.
Research Department. As of January 29, 2010, we have approximately 975 commercial real estate research
professionals and outside contractors performing research. Our research professionals undergo an extensive training
program so that we can maintain consistent research methods and processes throughout our research department.
Our researchers collect and analyze commercial real estate information through millions of phone calls, e-mails,
internet updates and faxes each year, in addition to field inspections, public records review, news monitoring and
direct mail. Each researcher is responsible for maintaining the accuracy and reliability of database information. As
part of their update process, researchers develop cooperative relationships with industry professionals that allow
them to gather useful information. Because of the importance commercial real estate professionals place on our data
and our prominent position in the industry, many of these professionals routinely take the initiative and proactively
report available space and transactions to our researchers.
CoStar has an extensive field research effort that includes physical inspection of properties in order to research
new markets, find additional inventory, photograph properties and verify existing information.
CoStar utilizes 146 high-tech field research vehicles in 39 states and the U.K. Of these vehicles, 99 are custom-
designed energy efficient hybrid cars that are equipped with computers, proprietary Global Positioning System
tracking software, high resolution digital cameras and handheld laser instruments to help precisely measure
buildings, geo-code them and position them on digital maps. Some of our researchers also use custom-designed
trucks with the same equipment as well as pneumatic masts that extend up to an elevation of twenty-five feet to
allow for unobstructed building photographs from “birds-eye” views. Each CoStar vehicle uses wireless technology
to track and transmit field data. A typical site inspection consists of photographing the building, measuring the
building, geo-coding the building, capturing “For Sale” or “For Lease” sign information, counting parking spaces,
assessing property condition and construction, and gathering tenant information. Certain researchers canvass
properties, interviewing tenants suite by suite. In addition, many of our field researchers are photographers who take
photographs of commercial real estate properties to add to CoStar’s database of digital images.
Data and Image Providers. We license a small portion of our data and images from public record providers and
third party data sources. Licensing agreements with these entities provide for our use of a variety of commercial real
estate information, including property ownership, tenant information, demographic information, maps and aerial
photographs, all of which enhance various CoStar services. These license agreements generally grant us a non-
exclusive license to use the data and images in the creation and supplementation of our information, marketing and
analytic services and include what we believe are standard terms, such as a contract term ranging from one to five
years, automatic renewal of the contract and fixed periodic license fees or a combination of fixed periodic license
fees plus additional fees based upon our usage.
6
Management and Quality Control Systems. Our research processes include automated and non-automated
controls to ensure the integrity of the data collection process. A large number of automated data quality tests check
for potential errors, including occupancy date conflicts, available square footage greater than building area, typical
floor space greater than land area and expired leases. We also monitor changes to critical fields of information to
ensure all information is kept in compliance with our standard definitions and methodology. Our non-automated
quality control procedures include:
•
•
•
•
calling our information sources on recently updated properties to re-verify information;
performing periodic research audits and field checks to determine if we correctly canvassed buildings;
providing training and retraining to our research professionals to ensure accurate data compilation; and
compiling measurable performance metrics for research teams and managers for feedback on data quality.
Finally, one of the most important and effective quality control measures we rely on is feedback provided by the
commercial real estate professionals using our data every day.
Proprietary Technology
As of January 29, 2010, CoStar had a staff of 122 product development, database and network professionals.
CoStar’s information technology professionals focus on developing new services for our customers and delivering
research automation tools that improve the quality of our data and increase the efficiency of our research analysts.
Our information technology team is responsible for developing and maintaining CoStar products, including
CoStar Property Professional, CoStar COMPS, CoStar Tenant, CoStar Showcase, CoStar Commercial MLS, CoStar
Connect, FOCUS, SPN, Shopproperty, PPR products and services, Resolve Portfolio Maximizer and Request. In
2007, to better support our retail customers, we added significant features to CoStar Property Professional including
tenant proximity and demographic search capability, mapping layers, detailed retail tenant information and
demographics. In 2008, CoStar released CoStar Showcase, an internet marketing service that provides commercial
real estate professionals the opportunity to make their listings accessible to all visitors to our public website,
www.CoStar.com.
Our information technology team is responsible for developing the infrastructure necessary to support CoStar’s
business processes, our comprehensive database of commercial real estate information, marketing and analytic
services and our extensive image library. The team implements technologies and systems that introduce efficient
workflows and controls that increase the production capacity of our research teams and improve the quality of our
data. Over the years, the team has developed data collection and quality control mechanisms that we believe are
unique to the commercial real estate industry. The team continues to develop and modify our enterprise information
management system that integrates CoStar sales, research, field research, customer support and accounting
information. We use this system to maintain our commercial real estate research information, manage contacts with
the commercial real estate community, provide research workflow automation and conduct daily automated quality
assurance checks. In addition, our information technology team has also developed fraud-detection technology to
detect and prevent unauthorized access to our services.
Our information technology professionals also maintain the servers and network components necessary to
support CoStar services and research systems. Our encrypted virtual private network provides remote researchers
and salespeople secure access to CoStar applications and network resources. CoStar maintains a comprehensive data
protection policy that provides for use of encrypted data fields and off-site storage of all system backups, among
other protective measures. CoStar’s services are continually monitored in an effort to ensure our customers fast and
reliable access.
Services
Our suite of information, marketing and analytic services is branded and marketed to our customers. Our
services are derived from a database of building-specific information and offer customers specialized tools for
accessing, analyzing and using our information. Over time, we expect to enhance our existing information,
marketing and analytic services and develop additional services that make use of our comprehensive database to
meet the needs of our existing customers as well as potential new categories of customers.
7
Our various information, marketing and analytic services are described in detail in the following paragraphs as
of January 29, 2010:
CoStar Property Professional® CoStar Property Professional, or “CoStar Property,” is the Company’s flagship
service. It provides subscribers a comprehensive inventory of office, industrial, retail and multifamily properties and
land in markets throughout the U.S., including for-lease and for-sale listings, historical data, building photographs,
maps and floor plans. Commercial real estate professionals use CoStar Property to identify available space for lease,
evaluate leasing and sale opportunities, value assets and position properties in the marketplace. Our clients also use
CoStar Property to analyze market conditions by calculating current vacancy rates, absorption rates or average rental
rates, and forecasting future trends based on user selected variables. CoStar Property provides subscribers with
powerful map-based search capabilities as well as a user controlled, password protected extranet (or electronic “file
cabinet”) where brokers may share space surveys and transaction-related documents online, in real time, with team
members. When used together with CoStar Connect, CoStar Property enables subscribers to share space surveys and
transaction-related documents with their clients, accessed through their corporate website. CoStar Property, along
with all of CoStar’s other core information, marketing and analytic services, is delivered solely via the internet.
CoStar COMPS Professional® CoStar COMPS Professional, or “COMPS Professional,” provides
comprehensive coverage of comparable sales information in the U.S. commercial real estate industry. It is the
industry’s most comprehensive database of comparable sales transactions and is designed for professionals who
need to research property comparables, identify market trends, expedite the appraisal process and support property
valuations. COMPS Professional offers subscribers numerous fields of property information, access to support
documents (e.g., deeds of trust) for new comparables, demographics and the ability to view for-sale properties
alongside sold properties in three formats – plotted on a map, aerial image or in a table.
CoStar Tenant® CoStar Tenant is a detailed online business-to-business prospecting and analytical tool
providing commercial real estate professionals with the most comprehensive commercial real estate-related U.S.
tenant information available. CoStar Tenant profiles tenants occupying space in commercial buildings across the
U.S. and provides updates on lease expirations - one of the service’s key features - as well as occupancy levels,
growth rates and numerous other facts. Delivering this information via the internet allows users to target prospective
clients quickly through a searchable database that identifies only those tenants meeting certain criteria.
CoStar Showcase® CoStar Showcase offers commercial real estate professionals a simple way to get their for-
sale and for-lease listings in front of a broad internet audience who search on Google, Yahoo, Bing, Showcase.com
and Costar.com to find commercial properties. When customers sign up for CoStar Showcase, their listings become
accessible to visitors to Showcase.com and Costar.com, who can search those listings for free. To drive traffic to
CoStar Showcase subscriber listings, CoStar invests in Google, Yahoo and Bing keyword based pay-per-click
advertising to capture the high volume traffic of users actively searching for commercial properties on those search
engines. As part of their CoStar Showcase subscription, subscribers also receive customized websites for each of
their brokers that displays their bio, photo, contact information and updated listings that they can use to promote
their services. CoStar Showcase can be purchased as a firm-wide annual subscription by firms who want all of their
brokers to be able to access the service, or it can be purchased by individual brokers on a month-to-month basis.
When individual brokers sign up for CoStar Showcase, they also receive access to CoStar Commercial MLS.
CoStar Property Express® CoStar Property Express provides access, via an annual subscription, to a “light” or
scaled down version of CoStar Property. Commercial real estate professionals use CoStar Property Express to look
up and search for-lease and for-sale listings in CoStar’s comprehensive national database. CoStar Property Express
provides base building information, photos, floor plans, maps and a limited number of reports.
CoStar Listings Express® CoStar Listings Express provides access via an annual subscription to a listings only
version of CoStar Property Express. Commercial real estate professionals use CoStar Listings Express to look up
and search for lease and for sale listings in CoStar’s comprehensive national database. CoStar Listings Express
provides base building information, photos, floor plans, maps and a limited number of reports on only properties that
are either for lease or for sale. CoStar Listings Express does not provide information on fully leased properties, as
found in CoStar Property Professional and CoStar Property Express.
8
CoStar COMPS Express® CoStar COMPS Express provides users with immediate, subscription free access
with payment by credit card to the CoStar COMPS Professional system on a report-by-report basis. Subscribers also
use this on-demand service to research comparable sales information outside of their subscription markets.
CoStar Connect® CoStar Connect allows commercial real estate firms to license CoStar’s technology and
information to market their U.S. property listings on their corporate websites. Customers enhance the quality and
depth of their listing information through access to CoStar’s database of content and digital images. The service
automatically updates via the CoStar Property database and manages customers’ online property information,
providing comprehensive listings coverage and significantly reducing the expense of building and maintaining their
websites’ content and functionality.
CoStar Commercial MLS® CoStar Commercial MLS is the industry’s most comprehensive collection of
researched for sale listings. CoStar Commercial MLS draws upon CoStar’s large database of digital images and
includes office, industrial, multifamily and retail properties, as well as shopping centers and raw land. CoStar
Commercial MLS represents an efficient means for sellers to market their properties to a large audience and for
buyers to easily identify target properties.
CoStar Advertising® CoStar Advertising offers property owners a highly targeted and cost effective way to
market a space for lease or a property for sale directly to the individuals looking for that type of space through
interactive advertising. Our advertising model is based on varying levels of exposure, enabling the advertiser to
target as narrowly or broadly as its budget permits. With the CoStar Advertising program, when the advertiser’s
listings appear in a results set, they receive priority positioning and are enhanced to stand out. The advertiser can
also purchase exposure in additional submarkets, or the entire market area so that this ad will appear even when this
listing would not be returned in a results set.
CoStar Professional Directory® CoStar Professional Directory, a service available exclusively to CoStar
Property Professional subscribers, provides detailed contact information for approximately 1.3 million commercial
real estate professionals, including specific information about an individual’s current and prior activities such as
completed transactions, current landlord representation assignments, sublet listings, major tenants and owners
represented and local and national affiliations. Commercial real estate brokers can input their biographical
information and credentials and upload their photo to create personal profiles. Subscribers use CoStar Professional
Directory to network with their peers, identify and evaluate potential business partners, and maintain accurate
mailing lists of other industry professionals for their direct mail marketing efforts.
CoStar Market Report™ The CoStar Market Report provides in-depth current and historical analytical
information covering office, industrial and retail properties across the U.S. Published quarterly, each market report
includes details such as absorption rates, vacancy rates, rental rates, average sales prices, capitalization rates,
existing inventory and current construction activity. This data is presented using standard definitions and
calculations developed by CoStar, and offers real estate professionals critical and unbiased information necessary to
make intelligent commercial real estate decisions. CoStar Market Reports are available to CoStar Property
Professional subscribers at no additional charge.
Metropolis™ The Metropolis service is a single interface that combines commercial real estate data from
multiple information providers into a comprehensive resource. The Metropolis service allows a user to input a
property address and then view detailed information on that property from multiple information providers, including
CoStar services. This technology offers commercial real estate professionals a simple and convenient solution for
integrating a wealth of third party information and proprietary data, and is currently available for the Southern
California markets.
PPR® Our subsidiary PPR, and its U.K. subsidiary, PPR UK, offer products and services designed to meet the
research needs of commercial real estate investors and lenders. PPR covers metropolitan areas throughout the United
States, the U.K., Europe, and Asia, with offerings including historical and forecast market data and analysis by
market and property type, and services including access to PPR’s analysts, economists, and strategists to develop
and deliver custom research solutions.
9
Resolve Portfolio Maximizer® Resolve Portfolio Maximizer is an industry leading real estate portfolio
management software solution. Resolve Portfolio Maximizer allows users to model partnership structures, calculate
waterfall distributions and fees, model and analyze debt obligations, and create multiple “what if” scenarios for
alternative investment decisions.
Request™ Request is the first business intelligence software solution built specifically for managing
commercial real estate investments. Request helps users eliminate some of the difficulties of consolidating real
estate investment data from disparate sources and facilitates standardization of information presentation and
reporting across an organization. Request also provides a platform for users to develop business intelligence and
reporting capabilities.
FOCUS™ CoStar’s U.K. subsidiary, CoStar U.K. Limited, offers several services; its primary service is
FOCUS. FOCUS is a digital online service offering information on the U.K. commercial real estate market. This
service seamlessly links data on individual properties and companies across the U.K., including comparable sales,
available space, requirements, tenants, lease deals, planning information, socio-economics and demographics, credit
ratings, photos and maps.
SPN™ SPN provides users online access to a comprehensive database of information for properties located in
Scotland, including available space, comparable sales and lease deals.
Propex™ Propex gives users access to the commercial property investment market. It is used by U.K.
investment agencies and professional investors and is a secure online exchange through which investment deals may
be introduced. It is a primary channel for the distribution of live transaction data and property research data in the
U.K. investment market. Propex also provides private investors with a gateway into the commercial property
investment market. It is a free-access listing website, which provides details of commercial property investments. It
is used by U.K. agencies to sell investments suitable for the private investor.
Shopproperty.co.uk™ Shopproperty is a listing database of available retail units across the U.K. on a free-
access website. Shopproperty.co.uk is the only specialist listing website with fully licensed Goad street-trader plans.
Grecam™ Our French subsidiary, Grecam S.A.S., provides commercial real estate information throughout the
Paris region through its Observatoire Immobilier D’ Entreprise (“OIE”) service offering. The OIE service provides
commercial property availability and transaction information to its subscribers through both an online service and
market reports.
Clients
We draw clients from across the commercial real estate and related business community. Commercial real estate
brokers have traditionally formed the largest portion of CoStar clients, however, we also provide services to owners,
landlords, financial institutions, retailers, vendors, appraisers, investment banks, governmental agencies, and other
parties involved in commercial real estate. The following chart lists U.S. and U.K. clients that are well known or
have the highest annual subscription fees in each of the various categories, each as of January 29, 2010.
10
Brokers
Lenders, Investment Bankers
Institutional Advisors, Asset Managers
CB Richard Ellis
CB Richard Ellis — U.K.
Colliers
Colliers Conrad Ritblat Erdman — U.K.
Cushman & Wakefield
Cushman & Wakefield — U.K.
Weichert Commercial Brokerage
Jones Lang LaSalle
Jones Lang LaSalle — U.K.
Grubb & Ellis
Gerald Eve — U.K.
Drivers Jonas — U.K.
Lambert Smith Hampton — U.K.
Charles Dunn Company, Inc.
Marcus & Millichap
Mohr Partners
Newmark & Company Real Estate
CRESA Partners
Studley
Coldwell Banker Commercial NRT
UGL Equis
FirstService Williams
Cassidy Turley BRE Commercial
Binswanger
Re/Max
Carter
USI Real Estate Brokerage Services
DAUM Commercial Real Estate Services
HFF
U.S. Equities Realty
Sperry Van Ness
DTZ — U.K.
Savillis Commercial — U.K.
NB Real Estate — U.K.
GVA Grimley — U.K.
Vail Williams — U.K.
Deutsche Bank
Wells Fargo
JP Morgan Chase Bank
Key Bank
TD Bank
Citibank
AEGON USA Realty Advisors, Inc.
Capmark Financial Group, Inc.
East West Bank
Q10 Bonneville Mortgage Company
BlackRock
Prudential
Prudential — U.K.
Metropolitan Life
ING Clarion Partners
Duke Realty Corporation
USAA Real Estate Company
NorthMarq Capital
AEW Capital Management LP
Progressive Casualty Insurance Co.
Owners, Developers
Appraisers, Accountants
Hines
LNR Property Corp
Shorenstein Company, LLC
Tishman Speyer
Manulife Financial
Industrial Developments International (IDI)
Land Securities — U.K.
Integra
Deloitte
Marvin F. Poer
KPMG
GE Capital
PGP Valuation
Thomson Reuters
Retailers
Government Agencies
Nationwide Insurance
In-N-Out Burger
Merle Norman Cosmetics, Inc.
Massage Envy
7-Eleven
Dollar General Corporation
Walgreens
Town Fair Tire
Rent-A-Center
Spencer Gifts LLC
U.S. General Services Administration
County of Los Angeles
Internal Revenue Service
City of Chicago
Cook County Assessor’s Office
U.S. Department of Housing and
Urban Development
Corporation of London — U.K.
Federal Reserve Bank of New York
Federal Deposit Insurance Corporation
REITs
Simon Property Group, Inc.
Brandywine Realty Trust
Brookfield Properties
Boston Properties
Liberty Property Trust
Kimco Realty Corporation
Vornado Realty Trust
Property Managers
Transwestern Commercial Services
Lincoln Property Company
PM Realty Group
Navisys Group
Osprey Management Company
Leggat McCall Properties
Asset Plus Corporation
Vendors
Turner Construction Company
Kastle Systems
Comcast Corporation
ADT Security
Cox Communications, Inc.
DirectTV
Verizon Communications, Inc.
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For the years ended December 31, 2007, 2008 and 2009, no single client accounted for more than 5% of our
revenues.
Sales and Marketing
As of January 29, 2010, we had 276 sales, marketing and customer support employees, with the majority of our
direct sales force located in field sales offices. Our sales teams are primarily located in 25 field sales offices
throughout the U.S. and in London, England; Manchester, England; Glasgow, Scotland and Paris, France. Our
inside sales team is located in our Bethesda, Maryland office. This team prospects for new clients and performs
service demonstrations exclusively by telephone and over the internet to support the direct sales force.
Our local offices typically serve as the platform for our in-market sales, customer support and field research
operations for their respective regions. The sales force is responsible for selling to new prospects, training new and
existing clients, providing ongoing customer support, renewing existing client contracts and identifying cross-selling
opportunities. In addition, the sales force has primary front line responsibility for customer care.
Our sales strategy is to aggressively attract new clients, while providing ongoing incentives for existing clients
to subscribe to additional services. We actively manage client accounts in order to retain clients by providing
frequent service demonstrations as well as company-client contact and communication. We place a premium on
training new and existing client personnel on the use of our services so as to promote maximum client utilization and
satisfaction with our services. Our strategy also involves entering into multi-year, multi-market license agreements
with our larger clients.
We seek to make our services essential to our clients’ businesses. To encourage clients to use our services
regularly, we generally charge a fixed monthly amount for our subscription-based services rather than fees based on
actual system usage. Contract rates are generally based on the number of sites, number of users, organization size,
the client’s business focus, geography and the number of services to which a client subscribes. Our subscription
clients generally pay contract fees on a monthly basis, but in some cases may pay us on a quarterly or annual basis.
In addition, through CoStar COMPS Express, clients can access our database of commercial real estate information
without a subscription on a pay per use basis.
Our customer service and support staff is charged with ensuring high client satisfaction by providing ongoing
customer support.
Our primary marketing methods include: service demonstrations; face to face networking; web-based
marketing; direct marketing; communication via our corporate website and news services; participation in trade
show and industry events; print advertising in trade magazines and other business publications; client referrals; and
CoStar Advisor™, the Company’s newsletter, which is distributed to our clients and prospects. Web-based
marketing and direct marketing are the most cost-effective means for us to find prospective clients. Our web-based
marketing efforts include paid advertising with major search engines and commercial real estate news sites and our
direct marketing efforts include direct mail, email and telemarketing, and make extensive use of our unique,
proprietary database. Once we have identified a prospective client, our most effective sales method is a service
demonstration. We use various forms of advertising to build brand identity and reinforce the value and benefits of
our services. We also sponsor and attend local association activities and events, and attend and/or exhibit at industry
trade shows and conferences to reinforce our relationships with our core user groups, including industry-leading
events for commercial brokers and retail and financial services institutions.
In May 2008, we released CoStar Showcase®, an internet marketing service that provides commercial real estate
professionals the opportunity to make their listings available to all visitors to our public websites, www.CoStar.com
and Showcase.com, and allows each visitor to search those property listings for free. CoStar Showcase draws
additional traffic to our website through searches on Google, Yahoo, and Bing. Commercial real estate listings are
derived from our database and are researched and verified by CoStar researchers. CoStar Showcase subscribers
need only designate their listings for inclusion in the free property search tool. In addition, CoStar Showcase
customers who have not subscribed for our other services, serve as leads for additional cross-selling opportunities.
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Competition
The market for information, marketing and analytic services generally is competitive and rapidly changing. In
the commercial real estate industry, the principal competitive factors for commercial real estate information,
marketing and analytic services and providers are:
•
•
•
•
•
•
•
•
•
•
•
•
quality and depth of the underlying databases;
ease of use, flexibility, and functionality of the software;
timeliness of the data;
breadth of geographic coverage and services offered;
client service and support;
perception that the service offered is the industry standard;
price;
effectiveness of marketing and sales efforts;
proprietary nature of methodologies, databases and technical resources;
vendor reputation;
brand loyalty among customers; and
capital resources.
We compete directly and indirectly for customers with the following categories of companies:
•
•
•
•
•
online services or websites targeted to commercial real estate brokers, buyers and sellers of commercial
real estate properties, insurance companies, mortgage brokers and lenders, such as LoopNet, Inc.,
Cityfeet.com,
Information Limited, officespace.com, MrOfficeSpace.com,
TenantWise, Inc., WorkplaceIQ and RealPoint LLC;
Inc., Reed Business
publishers and distributors of information, marketing and analytic services, including regional providers
and national print publications, such as Black’s Guide, CBRE Economic Advisors, Marshall & Swift, Yale
Robbins, Inc., Reis, Inc., Real Capital Analytics, Inc. and The Smith Guide, Inc.;
locally controlled real estate boards, exchanges or associations sponsoring property listing services and the
companies with whom they partner, such as Xceligent, Catalyst, the National Association of Realtors,
CCIM Institute, Society of Industrial and Office Realtors (SIOR) the Commercial Association of Realtors
Data Services and the Association of Industrial Realtors (AIR);
in-house research departments operated by commercial real estate brokers; and
public record providers.
As the commercial real estate information, marketing and analytic services marketplace develops, additional
competitors (including companies which could have greater access to data, financial, product development,
technical, analytic or marketing resources than we do) may enter the market and competition may intensify. For
example, the National Association of Realtors and Bloomberg L.P. have moved into the commercial real estate
information business and intend to compete with us in the commercial real estate information space. Similarly, a
company like Google, which has a far-reaching web presence and substantial data aggregation capabilities, could
easily enter the commercial real estate marketing arena, something Google has already done with residential real
estate. While we believe that we have successfully differentiated ourselves from existing competitors, competition
could materially harm our business.
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Proprietary Rights
To protect our proprietary rights in our methodologies, database, software, trademarks and other intellectual
property, we depend upon a combination of:
•
•
•
•
•
trade secret, copyright, trademark, database protection and other laws;
nondisclosure, noncompetition and other contractual provisions with employees and consultants;
license agreements with customers;
patent protection; and
technical measures.
We seek to protect our software’s source code, our database and our photography as trade secrets and under
copyright law. Although copyright registration is not a prerequisite for copyright protection, we have filed for
copyright registration for many of our databases, photographs, software and other materials. Under current U.S.
copyright law, the arrangement and selection of data may be protected, but the actual data itself may not be. In
addition, with respect to our U.K. databases, certain database protection laws provide additional protections of these
databases. We license our services under license agreements that grant our clients non-exclusive, non-transferable
licenses. These agreements restrict the disclosure and use of our information and prohibit the unauthorized
reproduction or transfer of the information, marketing and analytic services we license.
We also attempt to protect the secrecy of our proprietary database, our trade secrets and our proprietary
information through confidentiality and noncompetition agreements with our employees and consultants. Our
services also include technical measures designed to discourage and detect unauthorized copying of our intellectual
property. We have established an internal antipiracy team that uses fraud-detection technology to continually
monitor our services to detect and prevent unauthorized access, and we actively prosecute individuals and firms that
engage in this unlawful activity.
We have filed trademark applications to register trademarks for a variety of names for CoStar services and other
marks, and have obtained registered trademarks for a variety of our marks, including “CoStar,” “COMPS,” “CoStar
Property,” “CoStar Tenant,” “CoStar Showcase” and “CoStar Group.” Depending upon the jurisdiction, trademarks
are generally valid as long as they are in use and/or their registrations are properly maintained and they have not
been found to become generic. We consider our trademarks in the aggregate to constitute a valuable asset. In
addition, we have filed several patent applications covering certain of our methodologies and software and currently
have one patent in the U.K. which expires in 2021 covering, among other things, certain of our field research
methodologies, and six patents in the U.S. which expire in 2020, 2021, 2022, 2023 (2 patents) and 2025, covering,
among other things, critical elements of CoStar’s proprietary field research technology and mapping tools. We
regard the rights under our patents as valuable to our business but do not believe that our business is materially
dependent on any single patent.
Employees
As of January 29, 2010, we employed 1,438 employees. None of our employees are represented by a labor
union. We have experienced no work stoppages. We believe that our employee relations are excellent.
Available Information
Our investor relations internet website is http://www.costar.com/investors.aspx. The reports we file with or
furnish to the Securities and Exchange Commission, including our annual report, quarterly reports and current
reports, are available free of charge on our internet website as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the Securities and Exchange Commission. You may review and copy any of
the information we file with the Securities and Exchange Commission at the Commission's Public Reference Room
at 100 F Street, NE, Washington, DC 20549. You may obtain information regarding the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The Securities and Exchange Commission maintains an
internet site that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the Commission at http://www.sec.gov.
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Item 1A. Risk Factors
Cautionary Statement Concerning Forward-Looking Statements
We have made forward-looking statements in this Report and make forward-looking statements in our press
releases and conference calls 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 2010 and beyond, our possible or assumed future results of operations generally, and other statements
and information regarding assumptions about our revenues, EBITDA, fully diluted net income, taxable income, cash
flow from operating activities, available cash, operating costs, amortization expense, intangible asset recovery, net
income per share, diluted net income per share, weighted-average outstanding shares, capital and other expenditures,
effective tax rate, equity compensation charges, future taxable income, purchase amortization, financing plans,
geographic expansion, acquisitions, contract renewal rate, capital structure, contractual obligations, legal
proceedings and claims, our database, database growth, services and facilities, employee relations, future economic
performance, our ability to liquidate or realize our long-term investments, management’s plans, goals and objectives
for future operations, and growth and markets for our stock. Sections of this Report which contain forward-looking
statements include “Business,” “Risk Factors,” “Properties,” “Legal Proceedings,” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About
Market Risk,” “Controls and Procedures” and the Financial Statements and related Notes.
Our forward-looking statements are also identified by words such as “believes,” “expects,” “thinks,”
“anticipates,” “intends,” “estimates” or similar expressions. 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: general economic conditions; commercial real
estate market conditions; changes or consolidations within the commercial real estate industry; customer retention;
our ability to attract new clients; our ability to sell additional services to existing clients; competition; foreign
currency fluctuations; our ability to identify, acquire and integrate acquisition candidates; our ability to obtain any
required financing on favorable terms; global credit market conditions affecting investments; our ability to integrate
our U.S. and international product offerings; our ability to continue to expand successfully; our ability to effectively
penetrate the market for retail real estate information and gain acceptance in that market; our ability to control costs;
litigation; changes in accounting policies or practices; release of new and upgraded services by us or our
competitors; data quality; development of our sales force; employee retention; technical problems with our services;
managerial execution; changes in relationships with real estate brokers and other strategic partners; legal and
regulatory issues; and successful adoption of and training on our services.
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 Report. 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 events or circumstances
after the date of this Report or to reflect the occurrence of unanticipated events.
Risk Factors
A continuing decline or consolidation in the commercial real estate industry may decrease customer demand
for our services. A continuing decline in the commercial real estate industry’s leasing activity, rental rates and
absorption rates or a sustained downturn in the commercial real estate market’s for sale activity may continue to
hamper our ability to generate revenues and may lead to more cancellations by our current or future customers,
either of which could cause our revenues to decline and reduce our profitability. A depressed commercial real estate
market has a negative impact on our core customer base, which could decrease demand for our information,
marketing and analytic services. Also, companies in this industry are consolidating, often in order to reduce
expenses. Consolidation, or other cost-cutting measures by our customers, may lead to more cancellations of our
15
information, marketing and analytic services by our customers, reduce the number of our existing clients, reduce the
size of our target market or increase our clients’ bargaining power, all of which could cause our revenues to decline
and reduce our profitability.
Negative general economic conditions could increase our expenses and reduce our revenues. Our business and
the commercial real estate industry are particularly affected by negative trends in the general economy. The success
of our business depends on a number of factors relating to general global, national, regional and local economic
conditions, including perceived and actual economic conditions, recessions, inflation, deflation, exchange rates,
interest rates, taxation policies, availability of credit, employment levels, and wage and salary levels. Negative
general economic conditions could continue to adversely affect our business by reducing our revenues and
profitability. Further, continuing bank failures and freezing of the credit markets generally, other adverse national
and global economic events, as well as any significant terrorist attack, are likely to have a further dampening effect
on the economy in general, which could negatively affect our financial performance and our stock price. Market
disruptions may also contribute to extreme price and volume fluctuations in the stock market that may affect our
stock price for reasons unrelated to our operating performance. In addition, a significant increase in inflation could
increase our expenses more rapidly than expected, the effect of which may not be offset by corresponding increases
in revenue. Conversely, deflation resulting in a decline of prices could reduce our revenues. In the current economic
environment, it is difficult to predict whether we will experience significant inflation or deflation in the near future.
A significant increase in either could have an adverse effect on our results of operations. As a result of the negative
economic conditions that have persisted for more than a year, we have seen increased customer cancellations,
reductions of services and failures to timely pay amounts due to us. If we continue to experience greater
cancellations and more reductions of services and failures to timely pay and we do not acquire new clients or sell
new services to our existing clients, our revenues may decline and our financial position would be adversely
affected.
Our revenues and financial position will be adversely affected if we are not able to attract and retain clients.
Our success and revenues depend on attracting and retaining subscribers to our information, marketing and analytic
services. Our subscription-based information, marketing and analytic services generate the largest portion of our
revenues. However, we may be unable to attract new clients, and our existing clients may decide not to add, not to
renew or to cancel subscription services. In addition, in order to increase our revenue, we must continue to attract
new customers, continue to keep our cancellation rate low and continue to sell new services to our existing
customers. We may not be able to continue to grow our customer base, keep the cancellation rate for customers and
services low or sell new services to existing customers as a result of several factors, including without limitation:
economic pressures, a decision that customers have no need for our services; a decision to use alternative services;
customers’ and potential customers’ pricing and budgetary constraints; consolidation in the real estate and/or
financial services industries; data quality; technical problems; or competitive pressures. If clients decide to cancel
services or not to renew their subscription agreements, and we do not sell new services to our existing clients or
attract new clients, then our renewal rate, and revenues may decline.
If we are unable to hire qualified persons for, or retain and continue to develop, our sales force, or if our sales
force is unproductive, our revenues could be adversely affected. In order to support revenues and future revenue
growth, we need to continue to develop, train and retain our sales force. Our ability to build and develop a strong
sales force may be affected by a number of factors, including: our ability to attract, integrate and motivate sales
personnel; our ability to effectively train our sales force; the ability of our sales force to sell an increased number of
services; our ability to manage effectively an outbound telesales group; the length of time it takes new sales
personnel to become productive; the competition we face from other companies in hiring and retaining sales
personnel; and our ability to effectively manage a multi-location sales organization. If we are unable to hire
qualified sales personnel and develop and retain the members of our sales force, including sales force management,
or if our sales force is unproductive, our revenues or growth rate could decline and our expenses could increase.
If we are unable to increase our revenues or our operating costs are higher than expected, our profitability may
continue to decline and our operating results may fluctuate significantly. We may not be able to accurately forecast
our revenues or future revenue growth rate. Many of our expenses, particularly personnel costs and occupancy
costs, are relatively fixed. As a result, we may not be able to adjust spending quickly enough to offset any
unexpected increase in expenses or revenue shortfall. We may experience higher than expected operating costs,
including increased personnel costs, occupancy costs, selling and marketing costs, investments in geographic
16
expansion, acquisition costs, communications costs, travel costs, software development costs, professional fees and
other costs. If operating costs exceed our expectations and cannot be adjusted accordingly, our profitability may be
reduced and our results of operations and financial position will be adversely affected. In 2009, we were unable to
sustain our historic revenue growth rates, and in fact, our annual revenues declined in 2009 compared to 2008. We
may not be able to return to our historic revenue growth rates and our revenues may continue to decline. Our ability
to increase our revenues and operating profit will depend on increased demand for our services. Our sales are
affected by, among other things, general economic and commercial real estate conditions. Reduced demand,
whether due to changes in customer preference, a further weakening of the U.S. or global economy, competition or
other reasons, may result in decreased revenue and growth, adversely affecting our operating results.
Competition could render our services uncompetitive. The market for information systems and services in
general is highly competitive and rapidly changing. Competition in this market may increase further as a result of
current recessionary economic conditions, as customer bases and customer spending decrease and service providers
are competing for fewer customer resources. Our existing competitors, or future competitors, may have greater
name recognition, larger customer bases, better technology or data, lower prices, easier access to data, greater user
traffic or greater financial, technical or marketing resources than we have. Our competitors may be able to undertake
more effective marketing campaigns, obtain more data, adopt more aggressive pricing policies, make more attractive
offers to potential employees, subscribers, distribution partners and content providers or may be able to respond
more quickly to new or emerging technologies or changes in user requirements. If we are unable to retain customers
or obtain new customers, our revenues could decline. Increased competition could result in lower revenues and
higher expenses, which would reduce our profitability.
Litigation or government investigations in which we become involved may significantly increase our expenses
and adversely affect our stock price. Currently and from time to time, we are a party to various lawsuits. Any
lawsuits, threatened lawsuits or government investigations in which we are involved could cost us a significant
amount of time and money to defend, could distract management’s attention away from operating our business,
could result in negative publicity, and could adversely affect our stock price. In addition, if any claims are
determined against us or if a settlement requires us to pay a large monetary amount or take other action that
materially restricts or impedes our operations, our profitability could be significantly reduced and our financial
position could be adversely affected. We cannot make assurances that we will have any or sufficient insurance to
cover any litigation claims.
Fluctuating foreign currencies may negatively impact our business, results of operations and financial position.
Due to our acquisitions of CoStar U.K. Limited (formerly FOCUS Information Limited), SPN, Grecam S.A.S.,
Propex, and Property and Portfolio Research Ltd. a portion of our business is denominated in the British Pound and
Euro and as a result, fluctuations in foreign currencies may have an impact on our business, results of operations and
financial position. Foreign currency exchange rates have fluctuated and may continue to fluctuate. Significant
foreign currency exchange rate fluctuations may negatively impact our international revenue, which in turn affects
our consolidated revenue. Currencies may be affected by internal factors, general economic conditions and external
developments in other countries, all of which can have an adverse impact on a country’s currency. Currently, we are
not party to any hedging transactions intended to reduce our exposure to exchange rate fluctuations. We may seek to
enter into hedging transactions in the future, but we may be unable to enter into these transactions successfully, on
acceptable terms or at all. We cannot predict whether we will incur foreign exchange losses in the future. Further,
significant foreign exchange fluctuations resulting in a decline in the British Pound or Euro may decrease the value
of our foreign assets, as well as decrease our revenues and earnings from our foreign subsidiaries, which would
reduce our profitability and adversely affect our financial position.
We may be subject to legal liability for collecting, displaying or distributing information. Because the content in
our database is collected from various sources and distributed to others, we may be subject to claims for breach of
contract, defamation, negligence, unfair competition or copyright or trademark infringement or claims based on
other theories. We could also be subject to claims based upon the content that is accessible from our website through
links to other websites or information on our website supplied by third parties. Even if these claims do not result in
liability to us, we could incur significant costs in investigating and defending against any claims. Our potential
liability for information distributed by us to others could require us to implement measures to reduce our exposure to
such liability, which may require us to expend substantial resources and limit the attractiveness of our information,
marketing and analytic services to users.
17
An impairment in carrying value of goodwill could negatively impact our consolidated results of operations and
net worth. Goodwill and identifiable intangible assets not subject to amortization are tested annually by each
reporting unit on October 1st of each year for impairment and are tested for impairment more frequently based upon
the existence of one or more indicators. We consider our operating segments, U.S. and International, as our
reporting units under Financial Accounting Standards Board (“FASB”) authoritative guidance for consideration of
potential impairment of goodwill. We assess the impairment of long-lived assets, identifiable intangibles and
goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The
existence of one or more of the following indicators could cause us to test for impairment prior to the annual
assessment.
• Significant underperformance relative to historical or projected future operating results;
• Significant changes in the manner of our use of acquired assets or the strategy for our overall business;
• Significant negative industry or economic trends; or
• Significant decline in our market capitalization relative to net book value for a sustained period.
These types of events or indicators and the resulting impairment analysis could result in goodwill impairment
charges in the future, which would reduce our profitability. Impairment charges could negatively affect our financial
results in the periods of such charges, which may reduce our profitability. As of December 31, 2009, we had $80.3
million of goodwill, $55.2 million in our U.S. segment and $25.1 million in our International segment.
Our stock price may be negatively affected by fluctuations in our financial results. Our operating results,
revenues and expenses may fluctuate as a result of changes in general economic conditions and also for many other
reasons, many of which are outside of our control, such as: cancellations or non-renewals of our services;
competition; our ability to control expenses; loss of clients or revenues; technical problems with our services;
changes or consolidation in the real estate industry; our investments in geographic expansion and to increase
coverage in existing markets; interest rate fluctuations; the timing and success of new service introductions and
enhancements; successful execution of our expansion plans; data quality; the development of our sales force;
managerial execution; employee retention; foreign currency and exchange rate fluctuations; inflation; successful
adoption of and training on our services; litigation; acquisitions of other companies or assets; sales, brand
enhancement and marketing promotional activities; client support activities; changes in client budgets; or our
investments in other corporate resources. In addition, changes in accounting policies or practices may affect our
level of net income. Fluctuations in our financial results, revenues and expenses may cause the market price of our
common stock to decline.
Market volatility may have an adverse effect on our stock price. The trading price of our common stock has
fluctuated widely in the past, and we expect that it will continue to fluctuate in the future. The price could fluctuate
widely based on numerous factors, including: economic factors; quarter-to-quarter variations in our operating
results; changes in analysts’ estimates of our earnings; announcements by us or our competitors of technological
innovations or new services; general conditions in the commercial real estate industry; developments or disputes
concerning copyrights or proprietary rights or other legal proceedings; and regulatory developments. In addition, in
recent years, the stock market in general, and the shares of internet-related and other technology companies in
particular, have experienced extreme price fluctuations. This volatility has had a substantial effect on the market
prices of securities issued by many companies for reasons unrelated to the operating performance of the specific
companies and may have the same effect on the market price of our common stock.
Negative conditions in the global credit markets may affect the liquidity of a portion of our long-term
investments. Currently, our long-term investments include mostly AAA rated auction rate securities (“ARS”), which
are primarily student loan securities supported by guarantees from the Federal Family Education Loan Program
(“FFELP”) of the U.S. Department of Education. Continuing negative conditions in the global credit markets have
prevented some investors from liquidating their holdings of auction rate securities because the amount of securities
submitted for sale has exceeded the amount of purchase orders for such securities. As of December 31, 2009, we
held $32.8 million par value of ARS, all of which failed to settle at auctions. When an auction fails for ARS in
which we have invested, we may be unable to liquidate some or all of these securities at par. In the event we need or
desire to immediately access these funds, we will not be able to do so until a future auction on these investments is
successful, a buyer is found outside the auction process or an alternative action is determined. If a buyer is found but
18
is unwilling to purchase the investments at par, we may incur a loss, which would reduce our profitability and
adversely affect our financial position.
Our ARS investments are not currently trading and therefore do not currently have a readily determinable
market value. Accordingly, the estimated fair value of the ARS no longer approximates par value. We have used a
discounted cash flow model to determine the estimated fair value of our investment in ARS as of December 31,
2009. The assumptions used in preparing the discounted cash flow model include estimates for interest rates, credit
spreads, timing and amount of cash flows, liquidity risk premiums, expected holding periods and default risk of the
ARS. Based on this assessment of fair value, as of December 31, 2009, we determined there was a decline in the
fair value of our ARS investments of approximately $3.0 million. The decline was deemed to be a temporary
impairment and recorded as an unrealized loss in accumulated other comprehensive loss in stockholders’ equity. If
the issuers of these ARS are unable to successfully close future auctions and their credit ratings deteriorate, we may
be required to record additional unrealized losses in accumulated other comprehensive loss or an other-than-
temporary impairment charge to earnings on these investments, which would reduce our profitability and adversely
affect our financial position.
International operations expose us to additional business risks, which may reduce our profitability. Our
international operations and expansion subject us to additional business risks, including: currency exchange rate
fluctuations; adapting to the differing business practices and laws in foreign countries; difficulties in managing
foreign operations; limited protection for intellectual property rights in some countries; difficulty in collecting
accounts receivable and longer collection periods; costs of enforcing contractual obligations; impact of recessions in
economies outside the U.S.; and potentially adverse tax consequences. In addition, international expansion imposes
additional burdens on our executive and administrative personnel, systems development, research and sales
departments, and general managerial resources. If we are not able to manage our international operations
successfully, we may incur higher expenses and our profitability may be reduced. Finally, the investment required
for additional international expansion could exceed the profit generated from such expansion, which would reduce
our profitability and adversely affect our financial position.
Our expansion into the commercial real estate analytics sector may not be successful or may not result in
increased revenues, which may negatively impact our business, results of operations and financial position.
Expanding into the commercial real estate market research and forecasting arena imposes additional burdens on our
research, systems development, sales, marketing and general management resources. During 2010, we expect to
continue to expand our presence in the commercial real estate analytics sector. If we are unable to manage this
expansion effectively or if our costs for this effort exceed our expectations, our financial position could be adversely
affected. In addition, if we incur additional costs to expand our analytics services and we are not successful in
marketing or selling these expanded services, our expansion may have a material adverse effect on our financial
position by increasing our expenses without increasing our revenues, adversely affecting our profitability.
If we are unable to enforce or defend our ownership and use of intellectual property, our business, competitive
position and operating results could be harmed. The success of our business depends in large part on the intellectual
property involved in our methodologies, database, services and software. We rely on a combination of trade secret,
patent, copyright and other laws, nondisclosure and noncompetition provisions, license agreements and other
contractual provisions and technical measures to protect our intellectual property rights. However, current law may
not provide for adequate protection of our databases and the actual data. In addition, legal standards relating to the
validity, enforceability and scope of protection of proprietary rights in internet related businesses are uncertain and
evolving, and we cannot assure you of the future viability or value of any of our proprietary rights. Our business
could be significantly harmed if we are not able to protect our content and our other intellectual property. The same
would be true if a court found that our services infringe other persons’ intellectual property rights. Any intellectual
property lawsuits or threatened lawsuits in which we are involved, either as a plaintiff or as a defendant, could cost
us a significant amount of time and money and distract management’s attention from operating our business. In
addition, if we do not prevail on any intellectual property claims, this could result in a change to our methodology or
information, marketing and analytic services and could reduce our profitability.
Our current or future geographic expansion plans may not result in increased revenues, which may negatively
impact our business, results of operations and financial position. Expanding into new markets and investing
resources towards increasing the depth of our coverage within existing markets imposes additional burdens on our
19
research, systems development, sales, marketing and general managerial resources. During 2010, we plan to
continue to increase the depth of our coverage in the U.S. and U.K. If we are unable to manage our expansion
efforts effectively, if our expansion efforts take longer than planned or if our costs for these efforts exceed our
expectations, our financial position could be adversely affected. In addition, if we incur significant costs to improve
data quality within existing markets, or are not successful in marketing and selling our services in these markets or
in new markets, our expansion may have a material adverse effect on our financial position by increasing our
expenses without increasing our revenues, adversely affecting our profitability.
We may not be able to successfully introduce new or upgraded information, marketing and analytic services,
which could decrease our revenues and our profitability. Our future business and financial success will depend on
our ability to continue to introduce new and upgraded services into the marketplace. To be successful, we must
adapt to rapid technological changes by continually enhancing our information, marketing and analytic services.
Developing new services and upgrades to services imposes heavy burdens on our systems department, management
and researchers. This process is costly, and we cannot assure you that we will be able to successfully develop and
enhance our services. In addition, successfully launching and selling a new service puts pressure on our sales and
marketing resources. If we are unable to develop new or upgraded services, then our customers may choose a
competitive service over ours and our revenues may decline and our profitability may be reduced. In addition, if we
incur significant costs in developing new or upgraded services, are not successful in marketing and selling these new
services or upgrades, or our customers fail to accept these new services, it could have a material adverse effect on
our results of operations by decreasing our revenues and reducing our profitability.
Our continuing expansion into the retail real estate sector may not be completed successfully or may not result
in increased revenues, which may negatively impact our business, results of operations and financial position.
Expanding into the retail real estate sector imposed and continues to impose additional burdens on our research,
systems development, sales, marketing and general managerial resources. During the next year, we expect to
continue to expand the number of retail properties contained within our database. If we are unable to manage this
expansion effectively, if this expansion effort takes longer than planned or if our costs for this effort exceed our
expectations, our financial position could be adversely affected. In addition, if we incur significant costs to expand
our retail sector services and we are not successful in marketing and selling these expanded services, or customers
fail to accept these new services, our expansion may have a material adverse effect on our financial position by
increasing our expenses without increasing our revenues, adversely affecting our profitability.
Technical problems that affect either our customers’ ability to access our services, or the software, internal
applications and systems underlying our services, could lead to reduced demand for our information, marketing and
analytic services, lower revenues and increased costs. Our business increasingly depends upon the satisfactory
performance, reliability and availability of our website, the internet and our service providers. Problems with our
website, the internet or the services provided by our local exchange carriers or internet service providers could result
in slower connections for our customers or interfere with our customers’ access to our information, marketing and
analytic services. If we experience technical problems in distributing our services, we could experience reduced
demand for our information, marketing and analytic services. In addition, the software, internal applications and
systems underlying our services are complex and may not be efficient or error-free. Our careful development and
testing may not be sufficient to ensure that we will not encounter technical problems when we attempt to enhance
our software, internal applications and systems. Any inefficiencies, errors or technical problems with our software,
internal applications and systems could reduce the quality of our services or interfere with our customers’ access to
our information, marketing and analytic services, which could reduce the demand for our services, lower our
revenues and increase our costs.
If we are not able to obtain and maintain accurate, comprehensive or reliable data, we could experience
reduced demand for our information, marketing and analytic services. Our success depends on our clients’
confidence in the comprehensiveness, accuracy and reliability of the data and analysis we provide. The task of
establishing and maintaining accurate and reliable data and analysis is challenging. If our data, including the data
we obtain from third parties, or analysis is not current, accurate, comprehensive or reliable, we could experience
reduced demand for our services or legal claims by our customers, which could result in lower revenues and higher
expenses. Our U.S. researchers use integrated internal research processes to update our database. Any
inefficiencies, errors, or technical problems with this application could reduce the quality of our data, which could
result in reduced demand for our services, lower revenues and higher costs.
20
If we are not able to successfully identify, finance and/or integrate acquisitions, our business operations and
financial position could be adversely affected. We have expanded our markets and services in part through
acquisitions of complementary businesses, services, databases and technologies, and expect to continue to do so in
the future. Our strategy to acquire complementary companies or assets depends on our ability to identify, and the
availability of, suitable acquisition candidates. In addition, acquisitions involve numerous risks, including managing
the integration of personnel and products; including those of PPR and Resolve Technology; managing
geographically remote operations, such as SPN in Scotland, Grecam S.A.S. in France, CoStar U.K. Limited, Propex
and Property and Portfolio Research Ltd. in the U.K.; the diversion of management’s attention from other business
concerns; the inherent risks in entering markets and sectors in which we have either limited or no direct experience;
and the potential loss of key employees or clients of the acquired companies. We may not successfully integrate any
acquired businesses or assets and may not achieve anticipated benefits of any acquisition. Acquisitions could result
in dilutive issuances of equity securities, the incurrence of debt, one-time write-offs of goodwill and substantial
amortization expenses of other intangible assets. Obtaining credit in the current economic environment may be
difficult and cost prohibitive. We may be unable to obtain financing on favorable terms, or at all, if necessary to
finance future acquisitions making it impossible or more costly to acquire complementary businesses. If we are able
to obtain financing, the terms may be onerous and restrict our operations.
Temporary or permanent outages of our computers, software or telecommunications equipment could lead to
reduced demand for our information, marketing and analytic services, lower revenues and increased costs. Our
operations depend on our ability to protect our database, computers and software, telecommunications equipment
and facilities against damage from potential dangers such as fire, power loss, security breaches, computer viruses
and telecommunications failures. Any temporary or permanent loss of one or more of these systems or facilities
from an accident, equipment malfunction or some other cause could harm our business. If we experience a failure
that prevents us from delivering our information, marketing and analytic services to clients, we could experience
reduced demand for our information, marketing and analytic services, lower revenues and increased costs.
Changes in accounting and reporting policies or practices may affect our financial results or presentation of
results, which may affect our stock price. Changes in accounting and reporting policies or practices could reduce our
net income, which reductions may be independent of changes in our operations. These reductions in reported net
income could cause our stock price to decline. For example, in 2006, we adopted authoritative guidance for stock
compensation, which required us to expense the value of granted stock options.
Our business depends on retaining and attracting highly capable management and operating personnel. Our
success depends in large part on our ability to retain and attract management and operating personnel, including our
President and Chief Executive Officer, Andrew Florance, and our other officers and key employees. Our business
requires highly skilled technical, sales, management, web development, marketing and research personnel, who are
in high demand and are often subject to competing offers. To retain and attract key personnel, we use various
measures, including employment agreements, awards under a stock incentive plan and incentive bonuses for key
executive officers. These measures may not be enough to retain and attract the personnel we need or to offset the
impact on our business of the loss of the services of Mr. Florance or other key officers or employees.
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
Our corporate headquarters currently is located in Bethesda, Maryland, where we occupy approximately 60,000
square feet of office space. This facility is used primarily by our U.S. segment. Our main lease for our Bethesda,
Maryland headquarters expires on October 15, 2010.
In February 2010, we purchased a 169,429 square-foot LEED Gold certified office building located at 1331 L
Street, NW in downtown Washington, D.C. together with the tenancy in the underlying ground lease for the
property. This facility will be used primarily by our U.S. segment. We intend to begin relocating our Bethesda-based
employees and infrastructure to our new building starting in the second quarter of 2010. We currently expect to
complete our relocation by October 2010 and allow the lease for our Bethesda property to expire.
21
Our principal facility in the U.K. is located in London, England, where we occupy approximately 11,000 square
feet of office space. Our lease for this facility has a maximum term ending October 20, 2018, with early termination
at our option on October 18, 2013, with advance notice. This facility is used primarily by our International segment.
In addition to our Bethesda, Maryland, Washington, D.C. and London, England facilities, our research
operations are principally run out of leased spaces in San Diego, California; Columbia, Maryland; White Marsh,
Maryland; Glasgow, Scotland; and Paris, France. Additionally, we lease office space in a variety of other
metropolitan areas, which generally house our field sales offices. These locations include, without limitation, the
following: New York; Los Angeles; Chicago; San Francisco; Boston; Manchester, England; Orange County,
California; Philadelphia; Houston; Atlanta; Phoenix; Detroit; Pittsburgh; Iselin, New Jersey; Fort Lauderdale;
Denver; Dallas; Kansas City; Cleveland; Cincinnati; Indianapolis; Austin; Salt Lake City; Seattle; and St. Louis.
We believe these facilities are suitable and appropriately support our business needs.
Item 3.
Legal Proceedings
Currently, and from time to time, we are involved in litigation incidental to the conduct of our business. We are
not 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.
Item 4.
Submission of Matters to a Vote of Security Holders
We did not submit any matters to a vote of our security holders during the quarter ended December 31, 2009.
22
PART II
Item 5.
Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases
of Equity Securities
Price Range of Common Stock. Our common stock is traded on the Nasdaq Global Select Market under the
symbol “CSGP.” The following table sets forth, for the periods indicated, the high and low daily closing prices per
share of our common stock, as reported by the Nasdaq Global Select Market.
Year Ended December 31, 2008
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Year Ended December 31, 2009
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
$ 45.31
$ 51.36
$ 56.70
$ 45.20
$ 35.93
$ 40.09
$ 41.57
$ 44.43
$ 36.55
$ 44.39
$ 43.57
$ 27.00
$ 24.23
$ 31.10
$ 33.97
$ 38.35
As of February 1, 2010, there were 359 holders of record of our common stock.
Dividend Policy. We have never declared or paid any dividends on our common stock. Any future
determination to pay dividends will be at the discretion of our Board of Directors, subject to applicable limitations
under Delaware law, and will be dependent upon our results of operations, financial position and other factors
deemed relevant by our Board of Directors. We do not anticipate paying any dividends on our common stock during
the foreseeable future, but intend to retain any earnings for future growth of our business.
Recent Issues of Unregistered Securities. On July 17, 2009, we acquired all of the issued and outstanding capital
stock of PPR from DMG Information, Inc., a Delaware corporation (“DMGI”), the sole stockholder of PPR, in
exchange for an aggregate of 572,999 shares of CoStar common stock, which had a value of approximately $20.9
million as of that date. On July 17, 2009, we issued 433,667 shares of common stock as initial consideration, and on
September 28, 2009, we issued the remaining 139,332 shares of common stock as deferred purchase price after
taking into account post-closing adjustments. We issued the shares of common stock in reliance upon the exemption
from registration under Section 4(2) of the Securities Act of 1933 as issuances not involving a public offering based
upon the fact that, among other things, PPR had only one stockholder and there was no general solicitation.
On October 19, 2009, we issued 25,886 shares of common stock to an individual as the stock portion of the
consideration in exchange for all of the issued and outstanding capital stock of Resolve Technology. The stock
portion of the purchase price was approximately $1.1 million, and the shares are subject to a three-year lockup
period. We issued the shares of common stock in reliance upon the exemption from registration under Section 4(2)
of the Securities Act of 1933 as issuances not involving a public offering based upon the fact that, among other
things, Resolve Technology had only one stockholder and there was no general solicitation.
23
Issuer Purchases of Equity Securities. The following table is a summary of our repurchases of common stock
during each of the three months in the quarter ended December 31, 2009:
ISSUER PURCHASES OF EQUITY SECURITIES
Total
Number of
Shares
Purchased
4,070(1)
4,070
Average Price Paid
per Share
$41.96
$41.96
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
Month, 2009
October 1 through 31
November 1 through 30
December 1 through 31
Total
(1) The number of shares purchased consists of shares of common stock tendered by employees to the Company
to satisfy the employees’ tax withholding obligations arising as a result of vesting of restricted stock grants under the
Company’s 1998 Stock Incentive Plan, as amended, and the Company’s 2007 Stock Incentive Plan, as amended,
which shares were purchased by the Company based on their fair market value on the vesting date. None of these
share purchases were part of a publicly announced program to purchase common stock of the Company.
Stock Price Performance Graph
The stock performance graph below shows how an initial investment of $100 in our common stock would have
compared to:
• An equal investment in the Standards & Poor's Stock 500 (“S&P 500”) Index.
• An equal investment in the S&P 500 Application Software Index.
The comparison covers the period beginning December 31, 2004, and ending on December 31, 2009, and
assumes the reinvestment of any dividends. You should note that this performance is historical and is not necessarily
indicative of future price performance.
24
COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURN
CoStar Group, Inc.
S&P 500 Index
S&P 500 Application Software Index
200
150
100
50
0
S
R
A
L
L
O
D
12/31/04
12/31/05
12/31/06
12/31/07
12/31/08
12/31/09
Company / Index
CoStar Group, Inc.
S&P 500 Index
S&P 500 Application Software Index
12/31/04 12/31/05
93.48
104.91
110.69
100
100
100
12/31/06
115.98
121.48
116.59
12/31/07 12/31/08 12/31/09
71.33
102.32
80.74
128.16
70.79
129.51
90.45
102.11
113.14
25
Item 6.
Selected Consolidated Financial and Operating Data
Selected Consolidated Financial and Operating Data
(in thousands, except per share data and other operating data)
The following table provides selected consolidated financial and other operating data for the five years ended
December 31, 2009. The consolidated statement of operations data shown below for each of the three years ended
December 31, 2007, 2008, and 2009 and the consolidated balance sheet data as of December 31, 2008 and 2009 are
derived from audited consolidated financial statements that are included in this report. The consolidated statement of
operations data for each of the years ended December 31, 2005 and 2006 and the consolidated balance sheet data as
of December 31, 2005, 2006, and 2007 shown below are derived from audited consolidated financial statements for
those years that are not included in this report.
Year Ended December 31,
Consolidated Statement of Operations Data:
Revenues .................................................................. $
Cost of revenues ......................................................
Gross margin ............................................................
Operating expenses ..................................................
Income from operations ...........................................
Interest and other income, net ..................................
Income before income taxes ....................................
Income tax expense , net ..........................................
Net income .............................................................. $
Net income per share − basic ................................... $
Net income per share − diluted ................................ $
Weighted average shares outstanding − basic ..........
Weighted average shares outstanding − diluted .......
2007
2006
2005
134,338 $ 158,889 $ 192,805
76,704
116,101
98,249
17,852
8,045
25,897
9,946
15,951
0.84
56,136
102,753
88,672
14,081
6,845
20,926
8,516
12,410 $
0.66 $
44,286
90,052
82,710
7,342
3,455
10,797
4,340
6,457 $
0.35 $
2008
212,428
73,408
139,020
99,232
39,788
4,914
44,702
20,079
24,623
1.27
2009
$ 209,659
73,714
135,945
104,110
31,835
1,253
33,088
14,395
18,693
0.95
$
$
$
$
$
0.34 $
0.65 $
0.82
$
1.26
$
0.94
18,453
19,007
18,751
19,165
19,044
19,404
19,372
19,550
19,780
19,925
Consolidated Balance Sheet Data:
Cash, cash equivalents, short-term and long-term
investments .......................................................... $
Working capital .......................................................
Total assets ..............................................................
Total liabilities .........................................................
Stockholders’ equity ................................................
2005
2006
2007
2008
2009
As of December 31,
134,185 $
124,501
248,059
23,263
224,796
158,148 $
154,606
275,437
25,327
250,110
187,426
167,441
321,843
40,038
281,805
$
224,590 $
183,347
334,384
30,963
303,421
255,698
203,660
404,579
45,573
359,006
Other Operating Data:
Number of subscription client sites ..........................
Millions of properties in database ............................
2005
11,464
1.8
2006
13,257
2.1
2007
14,467
2.7
2008
15,920
3.2
2009
16,020
3.6
As of December 31,
26
Item 7.
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 stated above in Item 1A. under the headings “Risk
Factors Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors,” as well as those
described from time to time in our filings with the Securities and Exchange Commission.
All forward-looking statements are based on information available to us on the date of this filing and we assume
no obligation to update such statements. The following discussion should be read in conjunction with our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the
Securities and Exchange Commission and the consolidated financial statements and related notes in this Annual
Report on Form 10-K.
Overview
CoStar Group, Inc. (“CoStar”) is the number one provider of information, marketing and analytic services to the
commercial real estate industry in the U.S. and the 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, provide more
information, marketing and analytic services than any of our competitors and believe we generate more revenues
than any of our competitors. We have created a standardized information, marketing and analytic platform where
members of the commercial real estate and related business community can continuously interact and facilitate
transactions by efficiently exchanging accurate and standardized commercial real estate information. Our integrated
suite of online service offerings includes information about space available for lease, comparable sales information,
tenant information, information about properties for sale, internet marketing services, information for clients'
websites, information about industry professionals and their business relationships, data integration, and industry
news. We also provide market research and analysis for commercial real estate investors and lenders via our PPR
service offerings. Our service offerings span all commercial property types, including office, industrial, retail, land,
mixed-use, hospitality and multifamily.
Since 1994, we have expanded the geographical coverage of our existing information and marketing services
and developed new information, marketing and analytic services. In addition to internal growth, this expansion
included the acquisitions of Chicago ReSource, Inc. in Chicago in 1996 and New Market Systems, Inc. in
San Francisco in 1997. In August 1998, we expanded into the Houston region through the acquisition of Houston-
based real estate information provider C Data Services, Inc. In January 1999, we expanded further into the Midwest
and Florida by acquiring LeaseTrend, Inc. and into Atlanta and Dallas/Fort Worth by acquiring Jamison Research,
Inc. In February 2000, we acquired COMPS.COM, Inc., a San Diego-based provider of commercial real estate
information. In November 2000, we acquired First Image Technologies, Inc., a California-based provider of
commercial real estate software. In September 2002, we expanded further into Portland, Oregon through the
acquisition of certain assets of Napier Realty Advisors (doing business as REAL-NET). In January 2003, we
established a base in the U.K. with our acquisition of London-based FOCUS Information Limited. In May 2004, we
expanded into Tennessee through the acquisition of Peer Market Research, Inc., and in September 2004, we
extended our coverage of the U.K. through the acquisition of Scottish Property Network. In September 2004, we
strengthened our position in Denver, Colorado through the acquisition of substantially all of the assets of RealComp,
Inc., a local comparable sales information provider.
In January 2005, we acquired National Research Bureau, a Connecticut-based provider of U.S. shopping center
information. In December 2006, our U.K. subsidiary, CoStar Limited, acquired Grecam S.A.S. (“Grecam”), a
provider of commercial property information and market-level surveys, studies and consulting services located in
Paris, France. In February 2007, CoStar Limited also acquired Property Investment Exchange Limited (“Propex”), a
provider of commercial property information and operator of an electronic platform that facilitates the exchange of
investment property located in London, England. In April 2008, we acquired the assets of First CLS, Inc. (doing
business as the Dorey Companies and DoreyPRO), an Atlanta-based provider of local commercial real estate
information. Most recently, in July 2009, we acquired Massachusetts-based Property and Portfolio Research, Inc.
27
(“PPR”), a provider of real estate analysis, market forecasts and credit risk analytics to the commercial real estate
industry, and its wholly owned U.K. subsidiary Property and Portfolio Research Ltd., and in October 2009, we
acquired Massachusetts-based Resolve Technology, Inc. (“Resolve Technology”), a provider of business
intelligence and portfolio management software serving the institutional real estate investment industry. The First
CLS, Inc., PPR and Resolve Technology acquisitions are discussed later in this section under the heading “Recent
Acquisitions.”
In 2004, we began our expansion into 21 new metropolitan markets throughout the U.S. and began expanding
the geographical coverage of many of our existing U.S. and U.K. markets. We completed our expansion into the 21
new markets in the first quarter of 2006. In early 2005, in conjunction with the acquisition of National Research
Bureau, we launched a major effort to expand our coverage of retail real estate information. The retail component of
our flagship product, CoStar Property Professional, was unveiled in May 2006 at the International Council of
Shopping Centers’ convention in Las Vegas.
During the second half of 2006, in order to expand the geographical coverage of our service offerings, we began
actively researching commercial properties in 81 new Core Based Statistical Areas (“CBSAs”) in the U.S., we
increased our U.S. field research fleet by adding 89 vehicles and we hired researchers to staff these vehicles. We
released our CoStar Property Professional service in the 81 new CBSAs across the U.S. in the fourth quarter of
2007. Throughout our recent expansion efforts, we have remained focused on ensuring that CoStar continues to
provide the quality of information our customers expect. As such, in 2009 we expanded our research operations, and
we plan to continue to grow our research operations slightly in 2010, in order to continue to meet customer
expectations.
During the second half of 2009, as a part of our strategy to provide subscribers with tools for conducting
primary research and analysis on commercial real estate, we expanded subscribers’ capabilities to use CoStar’s
database of research-verified commercial property information to conduct in-depth analysis and generate reports on
trends in sales and leasing activity online. Further, in July 2009, we acquired PPR and its wholly owned subsidiary,
providers of real estate investment analysis and market forecasting services.
In connection with our acquisitions of Propex, Grecam and PPR’s wholly owned subsidiary Property and
Portfolio Research Ltd., we intend to expand the coverage of our service offerings within the U.K. and to integrate
our international operations more fully with those in the U.S. We have gained operational efficiencies as a result of
consolidating a majority of our U.K. research operations in one location in Glasgow and combining the majority of
our remaining U.K. operations in one central location in London.
We intend to eventually introduce a consistent international platform of service offerings. In 2007, we
introduced the “CoStar Group” as the brand encompassing our international operations. We believe that our recent
U.S. and international expansion and integration efforts have created a platform for long-term growth.
We expect to continue to develop and distribute new services, expand existing services within our current
platform, consider strategic acquisitions and expand and develop our sales and marketing organization. For instance,
in May 2008, we released CoStar Showcase®, an internet marketing service that provides commercial real estate
professionals the opportunity to make their listings accessible to all visitors to our public website, www.CoStar.com.
More recently, in July 2009, we expanded subscribers’ analytic capabilities to use our online database to conduct in-
depth analysis and generate reports on sales and leasing activity through our acquisition of PPR and in October
2009, we acquired Resolve Technology, which enabled us to provide our customers with additional tools for
analyzing commercial real estate markets. Any future expansion could reduce our profitability and increase our
capital expenditures. Therefore, while we expect current service offerings to remain profitable, driving overall
earnings throughout 2010 and providing substantial cash flow for our business, it is possible that any new
investments could cause us to generate losses and negative cash flow from operations in the future.
Current general economic conditions in the U.S. and the world are negatively affecting business operations for
our clients and are resulting in more business consolidations and, in certain circumstances, failures. As a result of
these economic conditions, we continue to see customer cancellations, reductions of services and failures to pay
amounts due to us, although at a slower pace than in previous quarters. If cancellations, reductions of services and
failures to pay continue at the current rate or increase, and we are unable to offset the resulting decrease in revenue
28
by increasing sales to new or existing customers, our revenues may decline or grow at reduced rates. Additionally,
current economic conditions may cause customers to reduce expenses, and customers may be forced to purchase
fewer services from us or cancel all services. We compete against many other commercial real estate information,
marketing and analytic service providers for business. If customers choose to cancel our services for cost-cutting or
other reasons, our revenue could decline. The extent and duration of any future continued weakening of the
economy is unknown. The extent and duration of any benefits resulting from any of the governmental or private
sector initiatives designed to strengthen the economy are currently unknown and there can be no assurance that those
initiatives will be successful in the future. Because of these uncertainties, we may not be able to accurately forecast
our revenue or earnings. However, we continue to believe that the Company is positioned to generate continued,
sustained earnings in 2010.
Our financial reporting currency is the U.S. dollar. Changes in exchange rates can significantly affect our
reported results and consolidated trends. We believe that our increasing diversification beyond the U.S. economy
through our international businesses benefits our stockholders over the long term. We also believe it is important to
evaluate our operating results before and after the effect of currency changes, as it may provide a more accurate
comparison of our results of operations over historical periods. Currency volatility may continue, which may impact
(either positively or negatively) our reported financial results and consolidated trends and comparisons.
We currently issue stock options and/or restricted stock to our officers, directors and employees, and as a result
we record additional compensation expense in our consolidated statements of operations. We plan to continue the
use of stock-based compensation for our officers, directors and employees, which may include, among other things,
restricted stock or stock option grants that typically will require us to record additional compensation expense in our
consolidated statements of operations and reduce our net income.
Our subscription-based information services, consisting primarily of CoStar Property Professional, CoStar
Tenant, CoStar COMPS Professional, and FOCUS services currently generate more than 95% of our total revenues.
CoStar Property Professional, CoStar Tenant, and CoStar COMPS Professional are generally sold as a suite of
similar services and comprise our primary service offering in our U.S. operating segment. FOCUS is our primary
service offering in our International operating segment. The majority of our contracts for our subscription-based
information services typically have a minimum term of one year and renew automatically. 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 information services rather than fees based on actual system usage. Contract rates are
generally based on the number of sites, number of users, organization size, the client’s business focus, geography
and the number of services to which a client subscribes. Our subscription clients generally pay contract fees on a
monthly basis, but in some cases may pay us on a quarterly or annual basis. We recognize this revenue on a straight-
line basis over the life of the contract. Annual and quarterly advance payments result in deferred revenue,
substantially reducing the working capital requirements generated by accounts receivable.
For the twelve months ended December 31, 2009 and 2008, our contract renewal rate was approximately 85%
and 89%, respectively. As discussed above, our trailing twelve-month contract renewal rate may continue to decline
if continuing negative economic conditions lead to greater business failures and/or consolidations, further reductions
in customer spending or decreases in the customer base.
Application of Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with generally accepted
accounting principles (“GAAP”) in the United States of America 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 estimates reasonably could have been used in the current period. Changes in the accounting
estimates we use are reasonably likely to occur from period to period, which may have a material impact on the
29
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.
Valuation of Long-Lived and Intangible Assets and Goodwill
We assess the impairment of long-lived assets, identifiable intangibles and goodwill whenever events or
changes in circumstances indicate that the carrying value may not be recoverable. Judgments made by management
relate to the expected useful lives of long-lived assets and our ability to realize any undiscounted cash flows of the
carrying amounts of such assets. The accuracy of these judgments may be adversely affected by several factors,
including the factors listed below:
• Significant underperformance relative to historical or projected future operating results;
• Significant changes in the manner of our use of the acquired assets or the strategy for our overall business;
• Significant negative industry or economic trends; or
• Significant decline in our market capitalization relative to net book value for a sustained period.
When we determine that the carrying value of long-lived and identifiable intangible assets may not be recovered
based upon the existence of one or more of the above indicators, we test for impairment.
Goodwill and identifiable intangible assets not subject to amortization are tested annually by each reporting unit
on October 1 of each year for impairment and are tested for impairment more frequently based upon the existence of
one or more of the above indicators. We consider our operating segments, U.S. and International, as our reporting
units under FASB authoritative guidance for consideration of potential impairment of goodwill.
The goodwill impairment test is a two-step process. The first step is to determine the fair value of each
reporting unit. We estimate the fair value of each reporting unit based on a projected discounted cash flow model
that includes significant assumptions and estimates including our future financial performance and a weighted
average cost of capital. 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 the second step of the process is
performed to measure the impairment loss. We measure impairment loss based on a projected discounted cash flow
method using a discount rate determined by our management to be commensurate with the risk in our current
business model. A 50% decrease in the fair value of our International reporting unit as of December 31, 2009 would
have no impact on the carrying value of our goodwill.
Accounting for Income Taxes
As part of the process of preparing our consolidated financial statements, we are required to estimate our
income taxes in each of the jurisdictions in which we operate. This process requires us to estimate our actual current
tax exposure and assess the temporary differences resulting from differing treatment of items, such as deferred
revenue or deductibility of certain intangible assets, for tax and accounting purposes. These differences result in
deferred tax assets and liabilities, which are included within our consolidated balance sheets. We must then also
assess the likelihood that our deferred tax assets will be recovered from future taxable income, and, to the extent we
believe that it is more-likely-than not that some portion or all of our deferred tax assets will not be realized, we must
establish a valuation allowance. To the extent we establish a valuation allowance or change the allowance in a
period, we must reflect the corresponding increase or decrease within the tax provision in the statements of
operations.
Non-GAAP Financial Measures
We prepare and publicly release quarterly unaudited financial statements prepared in accordance with GAAP.
We also disclose and discuss certain non-GAAP financial measures in our public releases. Currently, the non-GAAP
financial measure that we disclose is EBITDA, which is our net income (loss) before interest, income taxes,
depreciation and amortization. We 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. 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
30
investors more meaningfully evaluate and compare our future results of operations to our previously reported results
of operations.
We view EBITDA as an operating performance measure and as such we believe that the GAAP financial
measure most directly comparable to it is net income (loss). In calculating EBITDA, we exclude from net income
(loss) 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 this non-GAAP financial measure as a result of these
exclusions. EBITDA is not a measurement of financial performance under GAAP and should not be considered as a
measure of liquidity, as an alternative to net income (loss) 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 as
a substitute for any GAAP financial measure, including net income (loss). In addition, we urge investors and
potential investors in our securities to carefully review the reconciliation of EBITDA to net income (loss) set forth
below, in our earnings releases and in other filings with the Securities and Exchange Commission and to carefully
review the GAAP financial information included as part of our Quarterly Reports on Form 10-Q and our Annual
Reports on Form 10-K 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.
EBITDA is used by management to internally measure our operating and management performance and by
investors as a supplemental financial measure to evaluate the performance of our business that, when viewed with
our GAAP results and the accompanying reconciliation, we believe provides additional information that is useful to
gain an understanding of the factors and trends affecting our business. We have spent more than 22 years building
our database of commercial real estate information and expanding our markets and services partially through
acquisitions of complementary businesses. Due to the expansion of our information, marketing and analytic services,
which included acquisitions, our net income (loss) has included significant charges for purchase amortization,
depreciation and other amortization. EBITDA excludes these charges and provides meaningful information about
the operating performance of our business, apart from charges for purchase amortization, depreciation and other
amortization. We believe the disclosure of EBITDA helps investors meaningfully evaluate and compare our
performance from quarter to quarter and from year to year. We also believe EBITDA is a measure of our ongoing
operating performance because the isolation of non-cash charges, such as amortization and depreciation, and non-
operating items, such as interest and income taxes, 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 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 the financial items that have been excluded from our net income (loss) to
calculate EBITDA and the material limitations associated with using this non-GAAP financial measure as compared
to net income (loss):
• Purchase amortization in cost of revenues may be useful for investors to consider because it represents the
use of our acquired database 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.
• Purchase amortization in operating expenses may be useful for investors to consider because it represents
the estimated attrition of our acquired customer base and the diminishing value of any acquired trade
names. 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 net interest income we generate may be useful for investors to consider and may result in
current cash inflows or outflows. However, we do not consider the amount of net interest income to be a
representative component of the day-to-day operating performance of our business.
31
•
Income tax expense (benefit) 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 (benefit) to be a representative component of the day-to-day operating
performance of our business.
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 gain an
understanding of the factors and trends affecting our business.
The following table shows our EBITDA reconciled to our net income and our cash flows from operating,
investing and financing activities for the indicated periods (in thousands):
Year Ended December 31,
2007
Net income ........................................................................................ $ 15,951
2,170
Purchase amortization in cost of revenues ........................................
5,063
Purchase amortization in operating expenses ...................................
8,914
Depreciation and other amortization.................................................
(8,045)
Interest income, net...........................................................................
Income tax expense, net ....................................................................
9,946
EBITDA ........................................................................................... $ 33,999
2008
2009
$ 24,623
2,284
4,880
9,637
(4,914)
20,079
$ 56,589
$ 18,693
2,389
3,412
8,875
(1,253)
14,395
$ 46,511
Cash flows provided by (used in)
Operating activities ....................................................................... $ 51,732
Investing activities ........................................................................ $ (40,331)
8,161
Financing activities ....................................................................... $
$ 40,908
$ 52,430
$ 11,475
$ 39,569
3,408
$
2,172
$
Consolidated Results of Operations
The following table provides our selected consolidated results of operations for the indicated periods (in
thousands of dollars and as a percentage of total revenue):
2007
Year Ended December 31,
2008
2009
Revenues................................................. $ 192,805
Cost of revenues ..................................... 76,704
Gross margin .......................................... 116,101
Operating expenses:
Selling and marketing ......................... 51,777
Software development ......................... 12,453
General and administrative ................. 36,569
(7,613)
Gain on lease settlement, net ...............
5,063
Purchase amortization .........................
Total operating expenses ........................ 98,249
Income from operations .......................... 17,852
Interest and other income, net .................
8,045
Income before income taxes ................... 25,897
9,946
Income tax expense, net ..........................
Net income ............................................. $ 15,951
100.0 % $ 212,428
73,408
39.8
139,020
60.2
100.0 % $ 209,659
73,714
34.6
135,945
65.4
100.0 %
35.2
64.8
26.9
6.5
19.0
(3.9)
2.6
51.0
9.3
4.2
13.4
5.2
8.3 %
41,705
12,759
39,888
4,880
99,232
39,788
4,914
44,702
20,079
$ 24,623
19.6
6.0
18.8
0.0
2.3
46.7
18.7
2.3
21.0
9.5
42,508
13,942
44,248
3,412
104,110
31,835
1,253
33,088
14,395
11.6 % $ 18,693
20.3
6.6
21.1
0.0
1.6
49.7
15.2
0.6
15.8
6.9
8.9 %
32
Comparison of Year Ended December 31, 2009 and Year Ended December 31, 2008
Revenues. Revenues decreased to $209.7 million in 2009, from $212.4 million in 2008. Revenues from
customers in our International operations decreased $4.3 million primarily due to foreign currency fluctuations. The
decrease in International revenues was partially offset by an increase in U.S. revenues of approximately $1.5
million. The increase in U.S. revenues is primarily due to additional revenue of approximately $8.5 million from
our July 2009 acquisition of PPR partially offset by decreased sales resulting from a difficult commercial real estate
and economic environment. Our subscription-based information services consist primarily of CoStar Property
Professional, CoStar Tenant, CoStar COMPS Professional, FOCUS services and Propex services. As of December
31, 2009, our subscription-based information services represented more than 95% of our total revenues.
Gross Margin. Gross margin decreased to $135.9 million in 2009, from $139.0 million in 2008. The gross
margin percentage decreased to 64.8% in 2009, from 65.4% in 2008. The decrease in the amount and percentage of
gross margin was principally due to a $2.8 million decrease in revenue in 2009.
Selling and Marketing Expenses. Selling and marketing expenses increased to $42.5 million in 2009, from
$41.7 million in 2008, and increased as a percentage of revenues to 20.3% in 2009, from 19.6% in 2008. The
increase in the amount and percentage of selling and marketing expenses was primarily due to additional selling and
marketing expenses of approximately $1.7 million incurred by PPR and included as a result of our July 2009
acquisition of PPR. The increase was offset by an approximately $900,000 decrease due to foreign currency
fluctuations.
Software Development Expenses. Software development expenses increased to $13.9 million in 2009, from
$12.8 million in 2008, and increased as a percentage of revenues to 6.6% in 2009, from 6.0% in 2008. The increase
in the amount and percentage of software development expenses was due to additional software development
expenses of approximately $600,000 incurred by PPR and included as a result of our July 2009 acquisition of PPR
as well as additional development expenses of approximately $400,000 incurred by Resolve Technology, and
included as a result of our October 2009 acquisition of Resolve Technology.
General and Administrative Expenses. General and administrative expenses increased to $44.2 million in 2009,
from $39.9 million in 2008, and increased as a percentage of revenues to 21.1% in 2009, from 18.8% in 2008. The
increase in the amount and percentage of general and administrative expenses was principally a result of an increase
of acquisition and deal related costs of approximately $700,000, an increase in legal fees of $2.0 million and
additional general and administrative expenses of approximately $1.1 million incurred by PPR and included as a
result of our July 2009 acquisition of PPR.
Purchase Amortization. Purchase amortization decreased to $3.4 million in 2009, from $4.9 million in 2008,
and decreased as a percentage of revenues to 1.6% in 2009, from 2.3% in 2008. The decrease in purchase
amortization expense is due to the completion of amortization for certain identifiable intangible assets in 2009.
Interest and Other Income, Net. Interest and other income, net decreased to $1.3 million in 2009, from $4.9
million in 2008. Interest and other income, net decreased due to lower average interest rates in 2009 compared to
2008.
Income Tax Expense, Net. Income tax expense, net decreased to $14.4 million in 2009, from $20.1 million in
2008. This decrease was due to lower income before income taxes as a result of our decreased profitability.
Comparison of Business Segment Results for Year Ended December 31, 2009 and Year Ended December 31,
2008
We manage our business geographically in two operating segments, with our primary areas of measurement and
decision-making being the U.S. and International, which includes the U.K. and France. Management relies on an
internal management reporting process that provides segment revenue and EBITDA, which is our net income before
interest, income taxes, depreciation and amortization. Management believes that segment EBITDA is an appropriate
measure for evaluating the operational performance of our segments. EBITDA is used by management to internally
measure our operating and management performance and to evaluate the performance of our business. However, this
33
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. CoStar Property Professional, CoStar Tenant, and CoStar COMPS Professional are
generally sold as a suite of similar services and comprise our primary service offering in our U.S. operating segment.
U.S. revenues increased to $191.6 million from $190.1 million for the years ended December 31, 2009 and 2008,
respectively. This increase in U.S. revenue is due to additional revenues of approximately $8.5 million included as a
result of our July 2009 acquisition of PPR, partially offset by a decrease of approximately $7.0 million in U.S.
revenues due to decreased sales resulting from a difficult commercial real estate and economic environment.
FOCUS is our primary service offering in our International operating segment. International revenues decreased
approximately $4.3 million primarily due to foreign currency fluctuations, partially offset by intersegment revenues
of approximately $900,000 attributable to services performed by Property and Portfolio Research Ltd. for PPR.
Intersegment revenues are eliminated from total revenues.
Segment EBITDA. U.S. EBITDA decreased to $47.7 million from $58.8 million for the years ended December
31, 2009 and 2008, respectively. The decrease in U.S. EBITDA was due primarily to additional costs incurred by
PPR, which we acquired in July of 2009 and increased legal fees. International EBITDA decreased to a loss of $1.2
million for the year ended December 31, 2009 from a $2.2 million loss for the year ended December 31, 2008. This
decreased loss is primarily due to a lower corporate allocation in 2009 as compared to 2008. International EBITDA
includes a corporate allocation of approximately $500,000 and $1.1 million for the years ended December 31, 2009
and 2008, respectively. The corporate allocation represents costs incurred for U.S. employees involved in
international management and expansion activities.
Comparison of Year Ended December 31, 2008 and Year Ended December 31, 2007
Revenues. Revenues grew to $212.4 million in 2008, from $192.8 million in 2007. This increase in revenue was
due to further penetration of our subscription-based information and marketing services, and successful cross-selling
of our services to our customers in existing markets, combined with continued high renewal rates. Our subscription-
based information services consist primarily of CoStar Property Professional, CoStar Tenant, CoStar COMPS
Professional, FOCUS services and Propex services. As of December 31, 2008, our subscription-based information
and marketing services represented more than 90% of our total revenues.
Gross Margin. Gross margin increased to $139.0 million in 2008, from $116.1 million in 2007. The gross
margin percentage increased to 65.4% in 2008, from 60.2% in 2007. The increase in the gross margin resulted
principally from revenue growth from our subscription-based information and marketing services and a decrease in
cost of revenues. Cost of revenues decreased to $73.4 million for the year ended December 31, 2008, from $76.7
million for the year ended December 31, 2007 principally due to expansion costs that were incurred in 2007 that
were not incurred in 2008.
Selling and Marketing Expenses. Selling and marketing expenses decreased to $41.7 million in 2008, from
$51.8 million in 2007, and decreased as a percentage of revenues to 19.6% in 2008, from 26.9% in 2007. The
decrease was principally due to a reduction in personnel costs of approximately $5.4 million primarily due to the
fact that the sales force sold services with a smaller average price point in 2008, which resulted in lower average
contract values compared to 2007. Additionally, there was a decrease in marketing initiatives of approximately $2.3
million in 2008.
Software Development Expenses. Software development expenses slightly increased to $12.8 million in 2008,
from $12.5 million in 2007, and slightly decreased as a percentage of revenues to 6.0% in 2008, from 6.5% in
2007. The decrease in the percentage was primarily due to increased revenues in 2008.
General and Administrative Expenses. General and administrative expenses increased to $39.9 million in 2008,
from $36.6 million in 2007, and decreased slightly as a percentage of revenues to 18.8% in 2008, from 19.0% in
2007. The increase in the amount of general and administrative expenses was principally a result of an increase of
approximately $2.5 million in legal fees and an increase of $1.6 million in bad debt expense.
34
Gain on Lease Settlement, Net. On September 14, 2007, CoStar U.K Limited, a wholly owned U.K. subsidiary
of CoStar, entered into an agreement with Trafigura Limited to assign to Trafigura our leasehold interest in our
office space located in London. The lease assignment was effective on December 19, 2007. As a result, CoStar U.K.
Limited was paid $7.6 million, net of expenses, for the assignment of the lease. There were no gains on lease
settlements in 2008.
Purchase Amortization. Purchase amortization slightly decreased to $4.9 million in 2008, from $5.1 million in
2007, and slightly decreased as a percentage of revenues to 2.3% in 2008, from 2.6% in 2007.
Interest and Other Income, Net. Interest and other income, net decreased to $4.9 million in 2008, from $8.0
million in 2007. Although, cash and cash equivalents, short-term and long-term investments were higher in 2008
than in 2007, our interest and other income decreased due to lower average interest rates in 2008 compared to 2007.
Income Tax Expense, Net. Income tax expense, net increased to $20.1 million in 2008, from $9.9 million in
2007. This increase was primarily due to higher income before income taxes for 2008 due to our growth and
profitability, in addition to a higher effective tax rate in 2008. The effective tax rate was lower in 2007 due to the
gain on lease settlement in the U.K. that was completed in December 2007. The lease settlement resulted in income
in the U.K., which reduced the overall effective tax rate.
Comparison of Business Segment Results for Year Ended December 31, 2008 and Year Ended December 31,
2007
Due to the increased size, complexity and funding requirements associated with our international expansion, in
2007 we began to manage our business geographically in two operating segments, with our primary areas of
measurement and decision-making being the U.S. and International, which includes the U.K. and France.
Management relies on an internal management reporting process that provides segment revenue and EBITDA,
which is our net income before interest, income taxes, depreciation and amortization. Management believes that
segment EBITDA is an appropriate measure for evaluating the operational performance of our 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. CoStar Property Professional, CoStar Tenant, and CoStar COMPS Professional are
generally sold as a suite of similar services and comprise our primary service offering in our U.S. operating segment.
U.S. revenues increased to $190.1 million from $170.3 million for the years ended December 31, 2008 and 2007,
respectively. This increase in U.S. revenue is due to further penetration of our U.S. subscription-based information
and marketing services and the successful cross-selling of our service to our customers, combined with a continued
high renewal rate. FOCUS is our primary service offering in our International operating segment. International
revenues slightly decreased to $22.4 million from $22.5 million for the years ended December 31, 2008 and 2007,
respectively. This decrease is due to foreign currency fluctuations. In their functional currency, International
revenues increased 7.2% for the year ended December 31, 2008 compared to the year ended December 31, 2007.
Segment EBITDA. U.S. EBITDA increased to $58.8 million from $32.9 million for the years ended December
31, 2008 and 2007, respectively. The increase in U.S. EBITDA was due to increased revenues, and lower sales and
marketing personnel costs, partially offset by an increase in legal fees and bad debt expense. International EBITDA
decreased to a loss of $2.2 million from $1.1 million earnings for the years ended December 31, 2008 and 2007,
respectively. This decrease is primarily due to gain on lease settlement of $7.6 million in 2007 that did not occur in
2008. International EBITDA also includes a corporate allocation of approximately $1.1 million and $2.6 million for
the years ended December 31, 2008 and 2007, respectively. The corporate allocation represents costs incurred for
U.S. employees involved in international management and expansion activities.
35
Consolidated Quarterly Results of Operations
The following tables summarize our consolidated results of operations on a quarterly basis for the indicated
periods (in thousands, except per share amounts, and as a percentage of total revenues):
Mar. 31
Revenues ......................... $ 52,264
19,721
Cost of revenues ..............
32,543
Gross margin ...................
25,313
Operating expenses .........
Income from operations...
7,230
Interest and other income,
net ...............................
1,938
Jun. 30
$ 53,478
18,341
35,137
26,627
8,510
2008
Sep. 30
$ 53,757
17,613
36,144
24,864
11,280
2009
Dec. 31
$ 52,929
17,733
35,196
22,428
12,768
Mar. 31
$ 51,370
16,894
34,476
23,735
10,741
Jun. 30
Sep. 30
$ 50,064 $ 53,590
19,149
34,441
27,490
6,951
16,744
33,320
25,129
8,191
Dec. 31
$ 54,635
20,927
33,708
27,756
5,952
1,243
951
782
442
322
263
226
Income before income
taxes ............................
Income tax expense, net ..
Net income ..................... $
Net income per share −
9,168
4,126
5,042
9,753
4,318
5,435
$
12,231
5,586
$ 6,645
13,550
6,049
7,501
$
11,183
5,077
6,106
$
basic ............................
$
0.26
$
0.28
$
0.34
$
0.39
$
0.31
Net income per share −
diluted .........................
$
0.26
$
0.28
$
0.34
$
0.38
$
0.31
7,214
8,513
3,897
2,889
4,616 $ 4,325
$
6,178
2,532
3,646
0.24
$
0.22
$
0.18
0.24
$
0.22
$
0.18
$
$
$
2008
2009
Mar. 31
100.0 %
37.7
62.3
48.5
13.8
Jun. 30
100.0 %
34.3
65.7
49.8
15.9
Sep. 30
100.0 %
32.8
67.2
46.2
21.0
Dec. 31
Mar. 31
Jun. 30
Sep. 30
Dec. 31
100.0 %
33.5
66.5
42.4
24.1
100.0 %
32.9
67.1
46.2
20.9
100.0 %
33.4
66.6
50.2
16.4
100.0 %
35.7
64.3
51.3
13.0
100.0 %
38.3
61.7
50.8
10.9
3.7
2.3
1.8
1.5
0.9
0.6
0.5
0.4
17.5
7.9
9.6 %
18.2
8.0
10.2 %
22.8
10.4
12.4 %
25.6
11.4
14.2 %
21.8
9.9
11.9 %
17.0
7.8
9.2 %
13.5
5.4
8.1 %
11.3
4.6
6.7 %
Revenues .........................
Cost of revenues ..............
Gross margin ...................
Operating expenses .........
Income from operations...
Interest and other income,
net ...............................
Income before income
taxes ............................
Income tax expense, net ...
Net income ......................
Recent Acquisitions
First CLS, Inc. On April 1, 2008, we acquired certain assets of First CLS, Inc. (doing business as the Dorey
Companies and DoreyPRO), an Atlanta-based provider of local commercial real estate information for $3.0 million
in initial cash consideration and deferred consideration of $1.7 million paid during the third quarter of 2009.
PPR. On July 17, 2009, we acquired all of the issued and outstanding equity securities of PPR, and its wholly
owned subsidiary Property and Portfolio Research Ltd., providers of real estate analysis, market forecasts and credit
risk analytics to the commercial real estate industry. We acquired PPR from DMG Information, Inc. (“DMGI”) in
exchange for 572,999 shares of CoStar common stock, which had an aggregate value of approximately $20.9 million
as of the closing date. On July 17, 2009, 433,667 shares of our common stock were issued to DMGI, and the
remaining 139,332 shares were issued to DMGI on September 28, 2009 after taking into account post-closing
purchase price adjustments.
Resolve Technology. On October 19, 2009, we acquired all of the outstanding capital stock of Resolve
Technology, a Delaware corporation, for approximately $4.5 million, consisting of approximately $3.4 million in
cash and 25,886 shares, or approximately $1.1 million, of CoStar restricted common stock, which shares are subject
to a three-year lockup. The purchase price is subject to certain post-closing adjustments. Additionally, the seller
may be entitled to receive (i) a potential deferred cash payout two years after closing based on the incremental
growth of Resolve Technology’s revenue, and (ii) other potential deferred cash payouts for successful completion of
36
operational and sales milestones during the period from closing through June 30, 2013, which period may be subject
to extension to a date no later than December 31, 2014.
Accounting Treatment. These acquisitions were accounted for using purchase accounting. The purchase price
for the First CLS, Inc. acquisition was primarily allocated to acquired customer base and goodwill. For each of the
PPR and Resolve Technology acquisitions, the purchase price was allocated to various working capital accounts,
developed technology, customer base, trademarks, non-competition agreements and goodwill. The acquired
customer base for the acquisitions, which consists of one distinct intangible asset for each acquisition and is
composed of acquired customer contracts and the related customer relationships, is being amortized on a 125%
declining balance method over ten years. The identified intangibles will be amortized over their estimated useful
lives. Goodwill for these acquisitions will not be amortized, but is subject to annual impairment tests. The results of
operations of First CLS, Inc., PPR, and Resolve Technology have been consolidated with those of the Company
since the respective dates of the acquisitions and are not considered material to our consolidated financial
statements. Accordingly, pro forma financial information has not been presented for any of the acquisitions.
Liquidity and Capital Resources
Our principal sources of liquidity are cash, cash equivalents and short-term investments. Total cash, cash
equivalents and short-term investments were $226.0 million at December 31, 2009 compared to $195.3 million at
December 31, 2008. The increase in cash, cash equivalents and short-term investments for the year ended December
31, 2009 was primarily due to net cash from operating activities of approximately $39.6 million, net cash provided
from financing activities of approximately $2.2 million, partially offset by purchases of property and equipment and
other assets of approximately $10.5 million, and net cash paid for acquisitions of approximately $3.2 million.
Net cash provided by operating activities for the year ended December 31, 2009 was $39.6 million compared to
$40.9 million for the year ended December 31, 2008. The $1.3 million decrease in net cash provided by operating
activities is primarily due to a decrease of approximately $5.5 million from net income plus non-cash items, a
decrease of approximately $4.7 million due to changes in prepaid expenses and deposits, and decreased cash receipts
for deferred revenue of $1.1 million, partially offset by decreased payments for accounts payable and other liabilities
of approximately $5.7 million and $4.3 million in increased cash receipts on receivables.
Net cash provided by investing activities was $3.4 million for the year ended December 31, 2009, compared to
net cash provided by investing activities of $52.4 million for the year ended December 31, 2008. This $49.0 million
decrease in net cash provided by investing activities was primarily due to the decision in 2008 to invest in money
market funds and U.S. treasuries instead of short-term investment instruments, which resulted in a net sale of
investments of approximately $59.1 million for the year ended December 31, 2008 compared to sales of investments
of approximately $17.2 million for the year ended December 31, 2009.
Net cash provided by financing activities was $2.2 million for the year ended December 31, 2009 compared to
$11.5 million for the year ended December 31, 2008. The change is due to decreased proceeds from exercise of
stock options.
Contractual Obligations. The following table summarizes our principal contractual obligations at December 31,
2009 and the effect such obligations are expected to have on our liquidity and cash flows in future periods (in
thousands):
Operating leases ............................................................ $ 26,225 $ 10,530 $
Purchase obligations(1) .................................................
Total contractual principal cash obligations.................. $ 33,261 $ 13,457 $
2,927
7,036
11,751 $
2,746
14,497 $
Total
2010
2011-2012
2013-2014
2015 and
thereafter
883
600
1,483
3,061 $
763
3,824 $
(1)Amounts do not include (i) contracts with initial terms of twelve months or less, or (ii) multi-year contracts that may be
terminated by a third party or us. Amounts do not include unrecognized tax benefits of $1.9 million due to uncertainty
regarding the timing of future cash payments.
37
In February 2010, we purchased a 169,429 square-foot LEED Gold certified office building located at 1331 L
Street, NW in downtown Washington, D.C. for a purchase price of $41.25 million in cash.
During 2009, we incurred capital expenditures of approximately $10.5 million. We expect to make capital
expenditures in 2010 of approximately $20.0 million to $25.0 million.
To date, we have grown in part by acquiring other companies and we may continue to make acquisitions. Our
acquisitions may vary in size and could be material to our current operations. We may use cash, stock, debt or other
means of funding to make these acquisitions. We paid $3.0 million in initial cash consideration in April 2008 and
$1.7 million in deferred consideration in August 2009 for the online commercial real estate information assets of
First CLS, Inc., an Atlanta-based provider of local commercial real estate information. In the third quarter of 2009,
we issued 572,999 shares of common stock to DMGI, Inc. for all of the issued and outstanding capital stock of PPR
and its wholly owned subsidiary. In October 2009, we acquired Resolve Technology for approximately $3.4 million
($2.9 million was paid upon acquisition and $450,000 was deferred until February 2010) in cash and 25,886 shares
of CoStar common stock. Additionally, the seller may be entitled to receive (i) a potential deferred cash payout two
years after closing based on the incremental growth of Resolve Technology’s revenue, and (ii) other potential
deferred cash payouts for successful completion of additional operational and sales milestones during the period
from closing through June 30, 2013, which period may be subject to extension to a date no later than December 31,
2014.
Based on current plans, we believe that our available cash combined with positive cash flow provided by
operating activities should be sufficient to fund our operations for at least the next 12 months.
As of December 31, 2009, we had $32.8 million par value of long-term investments in student loan auction rate
securities (“ARS”), which failed to settle at auctions. The majority of these investments are of high credit quality
with AAA credit ratings and are primarily securities supported by guarantees from the Federal Family Education
Loan Program (“FFELP”) of the U.S. Department of Education. While we continue to earn interest on these
investments, the investments are not liquid in the short term. In the event we need to immediately access these
funds, we may have to sell these securities at an amount below par value. Based on our ability to access our cash,
cash equivalents and other short-term investments and our expected operating cash flows, we do not anticipate
having to sell these investments below par value in order to operate our business in the foreseeable future.
On December 23, 2008, the Company initiated a Financial Industry Regulatory Authority (“FINRA”)
arbitration against Credit Suisse First Boston (“CSFB”) related to CSFB’s purchase of ARS for the Company’s
account. Our complaint asserts breach of contract, fraud, breach of fiduciary duty and other causes of action. An
arbitration hearing was originally scheduled to begin during the week beginning December 7, 2009, but was
rescheduled at the request of CSFB and is now set to begin on March 8, 2010. We expect to receive a ruling on its
claim during the second quarter of 2010. Since the outcome of this legal proceeding is uncertain at this time, we
cannot estimate the amount of gain or loss, if any, that could result from the resolution of this matter.
Recent Accounting Pronouncements
In February 2007, the FASB issued authoritative guidance on the fair value option for financial assets and
financial liabilities, which permits entities to choose to measure many financial instruments and certain other items
at fair value that are not currently required to be measured at fair value. This guidance is effective for fiscal years
beginning on or after December 31, 2007. We adopted this guidance on January 1, 2008 and have not elected to
apply the fair value option to any of our financial instruments. The adoption of this guidance did not have a material
impact on our results of operations or financial position.
In December 2007, the FASB issued authoritative guidance on business combinations, which changes the
accounting for any business combination we enter into with an acquisition date after December 31, 2008. Under this
guidance, an acquiring entity is required to recognize all the assets acquired and liabilities assumed in a transaction
at the acquisition date fair value with limited exceptions. This guidance changes the accounting treatment and
disclosure for certain specific items in a business combination. We adopted this guidance on January 1, 2009 and
have recorded assets acquired and liabilities assumed at fair value.
38
In December 2007, the FASB issued authoritative guidance on non-controlling interest, which establishes new
accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a
subsidiary. This guidance is effective for fiscal years beginning on or after December 15, 2008. We adopted this
guidance on January 1, 2009. The adoption of this guidance did not have a material impact on our results of
operations or financial position.
In April 2008, the FASB issued authoritative guidance on existing intangibles or expected future cash flows
from those intangibles, which is effective for all fiscal years and interim periods beginning after December 15, 2008.
Early adoption of this guidance is not permitted. This guidance requires additional footnote disclosures about the
impact of our ability or intent to renew or extend agreements related to existing intangibles or expected future cash
flows from those intangibles, how we account for costs incurred to renew or extend such agreements, the time until
the next renewal or extension period by asset class, and the amount of renewal or extension costs capitalized, if any.
For any intangibles acquired after December 31, 2008, this guidance requires that we consider our experience
regarding renewal and extensions of similar arrangements in determining the useful life of such intangibles. If we do
not have experience with similar arrangements, this guidance requires that we use the assumptions of a market
participant putting the intangible to its highest and best use in determining the useful life. We adopted this guidance
on January 1, 2009. The adoption of this guidance did not have a material impact on our results of operations or
financial position.
In June 2008, the FASB issued authoritative guidance related to determining whether instruments granted in
share-based payment transactions are participating securities. This guidance clarifies that unvested share-based
payment awards with a right to receive non-forfeitable dividends are participating securities. This guidance is
effective for all annual and interim periods beginning after December 15, 2008. Adoption of this standard will
require the two-class method of calculating basic earnings per share to the extent that unvested share-based
payments have the right to receive non-forfeitable dividends. We adopted this guidance on January 1, 2009. The
adoption of this guidance did not have a material impact on our results of operations or financial position.
In April 2009, the FASB issued authoritative guidance related to the initial recognition, measurement and
subsequent accounting for assets and liabilities arising from pre-acquisition contingencies in a business combination.
It requires that such assets acquired or liabilities assumed be initially recognized at fair value at the acquisition date
if fair value can be determined during the measurement period. When fair value cannot be determined, companies
should typically account for the acquired contingencies using existing guidance. This guidance requires that
companies expense acquisition and deal-related costs that were previously allowed to be capitalized. This guidance
also requires that a systematic and rational basis for subsequently measuring and accounting for the assets or
liabilities be developed depending on their nature. This guidance was effective for contingent assets or liabilities
arising from business combinations with an acquisition date on or after January 1, 2009. The adoption of this
guidance changes the accounting treatment and disclosure for certain specific items in a business combination with
an acquisition date subsequent to December 31, 2008. We adopted this guidance on January 1, 2009, and expensed
acquisition and deal-related costs associated primarily with the acquisitions of PPR and Resolve Technology.
In April 2009, the FASB issued authoritative guidance for determining whether a market is active or inactive,
and whether a transaction is distressed. This guidance is applicable to all assets and liabilities (financial and non-
financial) and will require enhanced disclosures. We adopted this guidance for our interim period ending June 30,
2009. The adoption of this guidance did not have a material impact on our results of operations or financial position,
but did require additional disclosures in our financial statements.
In April 2009, the FASB issued authoritative guidance requiring disclosures in interim reporting periods
concerning the fair value of financial instruments that were previously only required in the annual financial
statements. We adopted the provisions of this guidance for our interim period ending June 30, 2009. The adoption of
this guidance did not have a material impact on our results of operations or financial position, but did require
additional disclosures in our financial statements.
In April 2009, the FASB issued authoritative guidance that redefines what constitutes an other-than-temporary
impairment, defines credit and non-credit components of an other-than-temporary impairment, prescribes their
financial statement treatment, and requires enhanced disclosures relating to such impairments. We adopted this
39
guidance for our interim period ending June 30, 2009. The adoption of this guidance did not have a material impact
on our results of operations or financial position, but did require additional disclosures in our financial statements.
In May 2009, the FASB issued authoritative guidance which establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before financial statements are issued. This guidance
was effective for all interim and annual reporting periods ending after June 15, 2009. This guidance has not and is
not expected to result in significant changes in the subsequent events that we report, either through recognition or
disclosure, in our financial statements.
In June 2009, the FASB issued authoritative guidance to amend the manner in which entities evaluate whether
consolidation is required for variable interest entities (VIE). Previously, variable interest holders were required to
determine whether they had a controlling financial interest in a VIE based on a quantitative analysis of the expected
gains and/or losses of the entity. The new guidance requires an enterprise with a variable interest in a VIE to
qualitatively assess whether it has a controlling financial interest in the entity, and if so, whether it is the primary
beneficiary. This guidance also requires that companies continually evaluate VIEs for consolidation, rather than
assessing whether consolidation is required based upon the occurrence of triggering events. This guidance enhances
disclosures to provide financial statement users with greater transparency about transfers of financial assets and a
transferor’s continuing involvement with transferred financial assets. This guidance will be effective for the first
annual reporting period beginning after November 15, 2009. This guidance is not expected to materially impact our
results of operations, financial position or related disclosures.
In June 2009, the FASB issued authoritative guidance which replaced the previous hierarchy of U.S. GAAP and
establishes the FASB Codification as the single source of authoritative U.S. GAAP recognized by the FASB to be
applied by nongovernmental entities. This guidance is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. This guidance did not materially impact our results of operations or
financial position, but did require changes to our disclosures in our financial statements.
In July 2009, the FASB issued authoritative guidance to improve the consistency with which companies apply
fair value measurements guidance to liabilities. This guidance is effective for interim and annual periods beginning
after September 30, 2009. This guidance is not expected to materially impact our results of operations, financial
position or related disclosures.
In October 2009, the FASB issued authoritative guidance that amends existing guidance for identifying separate
deliverables in a revenue-generating transaction where multiple deliverables exist, and provides guidance for
measuring and allocating revenue to one or more units of accounting. In addition, the FASB issued authoritative
guidance on arrangements that include software elements. Under this guidance, tangible products containing
software components and non-software components that are essential to the functionality of the tangible product will
no longer be within the scope of the software revenue recognition guidance. This guidance is effective using the
prospective application or the retrospective application for revenue arrangements entered into or materially modified
in fiscal years beginning on or after June 15, 2010 with earlier application permitted. We are currently assessing the
impacts adoption of this guidance may have on our financial statements.
In January 2010, the FASB issued authoritative guidance that amends the disclosure requirements related to
recurring and nonrecurring fair value measurements. This guidance requires new disclosures on the transfers of
assets and liabilities between Level 1 (assets and liabilities measured using observable inputs such as quoted prices
in active markets) and Level 2 (assets and liabilities measured using inputs other than quoted prices in active
markets that are either directly or indirectly observable) of the fair value measurement hierarchy, including the
amount and reason of the transfers. Additionally, this guidance requires a roll forward of activities on purchases,
sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3
fair value measurements). This guidance is effective for interim and annual reporting periods beginning after
December 15, 2009, with the exception of the additional disclosure for Level 3 assets and liabilities, which is
effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. This
guidance is not expected to materially impact our results of operations or financial position, but will require changes
to our disclosures in our interim and annual financial statements.
40
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We provide information, marketing and analytic services to the commercial real estate and related business
community in the U.S., U.K. and France. Our functional currency for our operations in the U.K. and France is the
local currency. As such, fluctuations in the British Pound and Euro may have an impact on our business, results of
operations and financial position. For the year ended December 31, 2009, revenue denominated in foreign currencies
was approximately 9.1% of total revenue. For the year ended December 31, 2009, our revenue would have
decreased by approximately $1.9 million if the U.S. dollar exchange rate used strengthened by 10%. In addition, we
have assets and liabilities denominated in foreign currencies. A 10% strengthening of the U.S. dollar exchange rate
against all currencies with which we have exposure at December 31, 2009 would have resulted in an increase of
approximately $210,000 in the carrying amount of net assets. For the year ended December 31, 2009, our revenue
would have increased by approximately $1.9 million if the U.S. dollar exchange rate used weakened by 10%. In
addition, we have assets and liabilities denominated in foreign currencies. A 10% weakening of the U.S. dollar
exchange rate against all currencies with which we have exposure at December 31, 2009 would have resulted in a
decrease of approximately $210,000 in the carrying amount of net assets. 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 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 December 31, 2009,
accumulated other comprehensive loss included a loss from foreign currency translation adjustments of
approximately $4.9 million.
We do not have material exposure to market risks associated with changes in interest rates related to cash
equivalent securities held as of December 31, 2009. As of December 31, 2009, we had $226.0 million of cash, cash
equivalents and short-term investments. 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, cash equivalents and short-term
investments. Based on our ability to access our cash, cash equivalents and short-term investments, and our expected
operating cash flows, we do not believe that increases or decreases in interest rates will impact our ability to operate
our business in the foreseeable future.
Included within our long-term investments are investments in mostly AAA rated student loan ARS. These
securities are primarily securities supported by guarantees from the FFELP of the U.S. Department of Education.
As of December 31, 2009, auctions for $32.8 million of our investments in auction rate securities failed. As a result,
we may not be able to sell these investments at par value until a future auction on these investments is successful. In
the event we need to immediately liquidate these investments, we may have to locate a buyer outside the auction
process, who may be unwilling to purchase the investments at par, resulting in a loss. Based on an assessment of
fair value of these investments in ARS as of December 31, 2009, we determined that there was a decline in the fair
value of our ARS investments of approximately $3.0 million, which was deemed to be a temporary impairment and
recorded as an unrealized loss in accumulated other comprehensive loss in stockholders’ equity. If the issuers are
unable to successfully close future auctions and their credit ratings deteriorate, we may be required to adjust the
carrying value of these investments as a temporary impairment and recognize a greater unrealized loss in
accumulated other comprehensive loss or as an other-than-temporary impairment charge to earnings. Based on our
ability to access our cash, cash equivalents and short-term investments, and our expected operating cash flows, we
do not anticipate having to sell these securities below par value in order to operate our business in the foreseeable
future. See Note 2 to the consolidated financial statements for further discussion.
We have approximately $103.7 million in intangible assets as of December 31, 2009. As of December 31, 2009,
we believe our intangible assets will be recoverable, however, changes in the economy, the business 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.
41
Item 8.
Financial Statements and Supplementary Data
Financial Statements meeting the requirements of Regulation S-X are set forth beginning at page F-1.
Supplementary data is set forth in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” under the caption “Consolidated Results of Operations.”
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. 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 Exchange Act 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 December 31, 2009, 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 and were operating
at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Management of CoStar is responsible for establishing and maintaining adequate internal control over financial
reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the
Securities and Exchange Commission, internal control over financial reporting is a process designed by, or
supervised by, the Company’s principal executive and principal financial officers, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements in accordance with
generally accepted accounting principles.
The Company’s internal control over financial reporting is supported by written policies and procedures, that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s
management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In connection with the preparation of the Company's annual financial statements, management of the
Company has undertaken an assessment of the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2009 based on criteria established in Internal Control – Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO Framework”).
42
Management's assessment included an evaluation of the design of the Company's internal control over financial
reporting and testing of the operational effectiveness of the Company's internal control over financial reporting.
Based on this assessment, management did not identify any material weakness in the Company's internal
control, and management has concluded that the Company's internal control over financial reporting was effective
as of December 31, 2009.
Ernst & Young, LLP, the independent registered public accounting firm that audited the Company's financial
statements included in this report, has issued an attestation report on the effectiveness of internal control over
financial reporting, a copy of which is included in this Annual Report on Form 10-K.
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.
Item 9B. Other Information.
None.
43
Item 10.
Directors, Executive Officers and Corporate Governance
PART III
The information required by this Item is incorporated by reference to our Proxy Statement for our 2010 annual
meeting of stockholders.
Item 11.
Executive Compensation
The information required by this Item is incorporated by reference to our Proxy Statement for our 2010 annual
meeting of stockholders.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this Item is incorporated by reference to our Proxy Statement for our 2010 annual
meeting of stockholders.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to our Proxy Statement for our 2010 annual
meeting of stockholders.
Item 14.
Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to our Proxy Statement for our 2010 annual
meeting of stockholders.
Item 15.
Exhibits and Financial Statement Schedules
PART IV
(a)(1) The following financial statements are filed as a part of this report: CoStar Group, Inc. Consolidated
Financial Statements.
(a)(2) Financial statement schedules:
Schedule II – Valuation and Qualifying Accounts
Years Ended December 31, 2009, 2008, and 2007 (in thousands):
Allowance for doubtful accounts and
billing adjustments (1)
Year ended December 31, 2009 ......................................................
$
Year ended December 31, 2008 ......................................................
$
$
Year ended December 31, 2007 ..................................................................
Charged to
Expense
4,172
4,042
2,464
3,213
2,959
1,966
$
$
$
Balance at
Beginning
of Year
Write-offs,
Net of
Recoveries
4,522
$
3,788
$
1,471
$
Balance at End
of Year
2,863
3,213
2,959
$
$
$
(1) Additions to the allowance for doubtful accounts are charged to bad debt expense. Additions to the
allowance for billing adjustments are charged against revenues.
44
Additional financial statement schedules are omitted because they are not applicable or not required or because
the required information is incorporated herein by reference or included in the financial statements or related notes
included elsewhere in this report.
(a)(3) The documents required to be filed as exhibits to this Report under Item 601 of Regulation S-K are listed
in the Exhibit Index included elsewhere in this report, which list is incorporated herein by reference.
45
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Act of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda,
State of Maryland, on the 25th day of February 2010.
COSTAR GROUP, INC.
By:
/s/ Andrew C. Florance
Andrew C. Florance
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Andrew C. Florance and Brian J. Radecki, and each of them individually, as their true and
lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto and to
all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could
do in person, herein by ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1934, as amended, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Capacity
Date
/s/ Michael R. Klein
Michael R. Klein
/s/ Andrew C. Florance
Andrew C. Florance
/s/ Brian J. Radecki
Brian J. Radecki
/s/ David Bonderman
David Bonderman
/s/ Warren H. Haber
Warren H. Haber
/s/ Josiah O. Low, III
Josiah O. Low, III
/s/ Christopher Nassetta
Christopher Nassetta
/s/ Michael Glosserman
Michael Glosserman
Chairman of the Board
February 25, 2010
Chief Executive Officer and
President and a Director
(Principal Executive Officer)
February 25, 2010
Chief Financial Officer
February 25, 2010
(Principal Financial and Accounting Officer)
February 25, 2010
February 25, 2010
February 25, 2010
February 25, 2010
February 25, 2010
Director
Director
Director
Director
Director
46
INDEX TO EXHIBITS
Exhibit
No.
2.1
Description
Offer Document by CoStar Limited for the share capital of Focus Information Limited (Incorporated by
reference to Exhibit 2.1 to Amendment No. 2 to the Registration Statement on Form S-3 of the
Registrant (Reg. No. 333-106769) filed with the Commission on August 14, 2003).
3.1
Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 the Registration
Statement on Form S-1 of the Registrant (Reg. No. 333-47953) filed with the Commission on March 13,
1998 (the “1998 Form S-1”)).
3.2
Certificate of Amendment of Restated Certificate of Incorporation (Incorporated by reference to Exhibit
3.1 to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 1999).
3.3
Amended and Restated By-Laws (Incorporated by reference to Exhibit 3.3 to the Registrant’s Report on
Form 10-K for the year ended December 31, 2008).
4.1
Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Report
on Form 10-K for the year ended December 31, 1999).
*10.1
CoStar Group, Inc. 1998 Stock Incentive Plan, as amended (Incorporated by reference to Exhibit 10.1 to
the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2005).
*10.2
CoStar Group, Inc. 2007 Stock Incentive Plan, as amended (Incorporated by reference to Exhibit 10.2 to
the Registrant’s Report on Form 10-K for the year ended December 31, 2008).
*10.3
CoStar Group, Inc. 2007 Stock Incentive Plan French Sub-Plan (Incorporated by reference to Exhibit
10.3 to the Registrant’s Report on Form 10-K for the year ended December 31, 2007).
*10.4
*10.5
*10.6
*10.7
*10.8
*10.9
Form of Stock Option Agreement between the Registrant and certain of its officers, directors and
employees (Incorporated by reference to Exhibit 10.8 to the Registrant’s Report on Form 10-K for the
year ended December 31, 2004).
Form of Stock Option Agreement between the Registrant and Andrew C. Florance (Incorporated by
reference to Exhibit 10.8.1 to the Registrant’s Report on Form 10-K for the year ended December 31,
2004).
Form of Restricted Stock Agreement between the Registrant and certain of its officers, directors and
employees (Incorporated by reference to Exhibit 10.9 to the Registrant’s Report on Form 10-K for the
year ended December 31, 2004).
Form of 2007 Plan Restricted Stock Grant Agreement between the Registrant and certain of its officers,
directors and employees (Incorporated by reference to Exhibit 99.1 to the Registrant’s Report on Form 8-
K filed June 22, 2007).
Form of 2007 Plan Incentive Stock Option Grant Agreement between the Registrant and certain of its
officers and employees (Incorporated by reference to Exhibit 10.8 to the Registrant’s Report on Form
10-K for the year ended December 31, 2008).
Form of 2007 Plan Incentive Stock Option Grant Agreement between the Registrant and Andrew C.
Florance (Incorporated by reference to Exhibit 10.9 to the Registrant’s Report on Form 10-K for the year
ended December 31, 2008).
*10.10 Form of 2007 Plan Nonqualified Stock Option Grant Agreement between the Registrant and certain of
its officers and employees (Incorporated by reference to Exhibit 10.10 to the Registrant’s Report on
Form 10-K for the year ended December 31, 2008).
*10.11 Form of 2007 Plan Nonqualified Stock Option Grant Agreement between the Registrant and certain of
its directors (Incorporated by reference to Exhibit 10.11 to the Registrant’s Report on Form 10-K for the
year ended December 31, 2008).
*10.12 Form of 2007 Plan Nonqualified Stock Option Grant Agreement between the Registrant and Andrew C.
Florance (Incorporated by reference to Exhibit 10.12 to the Registrant’s Report on Form 10-K for the
year ended December 31, 2008).
47
INDEX TO EXHIBITS (Continued)
Exhibit
No.
Description
*10.13 Form of 2007 Plan French Sub-Plan Restricted Stock Agreement between the Registrant and certain of
its employees (Incorporated by reference to Exhibit 10.10 to the Registrant’s Report on Form 10-K for
the year ended December 31, 2007).
*10.14 CoStar Group, Inc. Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006).
*10.15 Employment Agreement for Andrew C. Florance (Incorporated by reference to Exhibit 10.2 to
Amendment No. 1 to the Registration Statement on Form S-1 of the Registrant (Reg. No. 333-47953)
filed with the Commission on April 27, 1998).
*10.16 First Amendment to Andrew C. Florance Employment Agreement, effective January 1, 2009
(Incorporated by reference to Exhibit 10.16 to the Registrant’s Report on Form 10-K for the year ended
December 31, 2008).
*10.17 Executive Service Contract dated February 16, 2007, between Property Investment Exchange Limited
and Paul Marples (Incorporated by reference to Exhibit 10.14 to the Registrant’s Report on Form 10-K
for the year ended December 31, 2007).
*10.18 Form of Indemnification Agreement between the Registrant and each of its officers and directors
(Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 10-Q for the quarter
ended March 31, 2004).
10.19
10.20
10.21
10.22
10.23
10.24
10.25
Office Lease, dated August 12, 1999, between CoStar Realty Information, Inc. and Newlands Building
Ventures, LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 10-Q for
the quarter ended September 30, 1999).
Office Sublease, dated June 14, 2002, between CoStar Realty Information, Inc., CoStar Group, Inc. and
Gateway, Inc. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 10-Q for
the quarter ended June 30, 2002).
Exercise of option to extend lease term and sublease amendment, dated February 22, 2007 between
Gateway, Inc. and CoStar Realty Information, Inc. and CoStar Group, Inc. (Incorporated by reference to
Exhibit 10.11 to the Registrant’s Report on Form 10-K for the year ended December 31, 2006).
Addendum No. 3 to Office Lease, dated as of May 12, 2004, between Newlands Building Venture,
LLC, and CoStar Realty Information, Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant’s
Report on Form 10-Q for the quarter ended June 30, 2004).
Office Lease, dated as of February 23, 2005, between CoStar Realty Information, Inc. and Crestpointe
III, LLC. (Incorporated by reference to Exhibit 10.13 to the Registrant’s Report on Form 10-K for the
year ended December 31, 2004).
Office Lease Agreement, dated March 16, 2007, between Corporate Place I Business Trust and CoStar
Group, Inc. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 10-Q for the
quarter ended March 31, 2007).
Agreement for Lease among Nokia U.K. Limited, Focus Information Limited and CoStar Group, Inc.,
dated November 23, 2007 (Incorporated by reference to Exhibit 10.22 to the Registrant’s Report on
Form 10-K for the year ended December 31, 2007).
10.26
Agreement for Lease between CoStar UK Limited and Wells Fargo & Company, dated August 25,
2009 (filed herewith).
10.27
Addendum No. 5 to Office Lease, dated as of October 23, 2009, between Newlands Building Venture,
LLC, and CoStar Realty Information, Inc. (filed herewith).
10.28
Sub-Underlease between CoStar UK Limited and Wells Fargo & Company, dated November 18, 2009
(filed herewith).
48
INDEX TO EXHIBITS (Continued)
Description
Contract for Sale and Purchase between Focus Information Limited and Trafigura Limited, dated
September 14, 2007 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 10-Q
for the quarter ended September 30, 2007).
Subsidiaries of the Registrant (filed herewith).
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith).
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith).
Exhibit
No.
10.29
21.1
23.1
31.1
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).
* Management Contract or Compensatory Plan or Arrangement.
49
COSTAR GROUP, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm .......................................................................... F-2
Consolidated Statements of Operations for the years ended December 31, 2007, 2008 and 2009 ................ F-4
Consolidated Balance Sheets as of December 31, 2008 and 2009 .................................................................. F-5
F-6
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2007, 2008 and 2009
Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2008 and 2009 ................ F-7
Notes to Consolidated Financial Statements ................................................................................................... F-8
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of CoStar Group, Inc.
We have audited the accompanying consolidated balance sheets of CoStar Group, Inc. as of December 31, 2009
and 2008, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the
three years in the period ended December 31, 2009. Our audits also included the financial statement schedule listed
in the Index at Item 15(a). The financial statements and schedule are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the financial statements and schedule based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of CoStar Group, Inc. at December 31, 2009 and 2008, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended December 31, 2009 in conformity U.S
generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the
information set forth therein.
As also discussed in Note 9 to the consolidated financial statements, under the heading Income Taxes, the
Company adopted FASB authoritative guidance regarding Accounting for Uncertainty in Income Taxes effective
January 1, 2007.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), CoStar’s internal control over financial reporting as of December 31, 2009, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission and our report dated February 25, 2010 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
McLean, Virginia
February 25, 2010
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of CoStar Group, Inc.
We have audited CoStar Group, Inc.’s (“CoStar”) internal control over financial reporting as of December 31,
2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (the COSO criteria). CoStar’s management is responsible
for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, CoStar maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2009, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets as of December 31, 2009 and 2008 and the related consolidated
statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended
December 31, 2009 of CoStar Group, Inc. and our report dated February 25, 2010 expressed an unqualified opinion
thereon.
/s/ Ernst & Young LLP
McLean, Virginia
February 25, 2010
F-3
COSTAR GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Year Ended December 31,
2007
2008
2009
Revenues ............................................................................................... $ 192,805 $ 212,428 $
Cost of revenues .................................................................................... 76,704
116,101
Gross margin .........................................................................................
73,408
139,020
209,659
73,714
135,945
Operating expenses:
Selling and marketing ........................................................................ 51,777
Software development ....................................................................... 12,453
General and administrative ................................................................ 36,569
Gain on lease settlement, net .............................................................. (7,613)
5,063
Purchase amortization ........................................................................
98,249
Income from operations ......................................................................... 17,852
8,045
Interest income, net ...............................................................................
25,897
Income before income taxes ..................................................................
9,946
Income tax expense, net.........................................................................
15,951 $
Net income ............................................................................................. $
41,705
12,759
39,888
4,880
99,232
39,788
4,914
44,702
20,079
24,623 $
42,508
13,942
44,248
3,412
104,110
31,835
1,253
33,088
14,395
18,693
Net income per share basic ............................................................... $
Net income per share diluted ............................................................ $
0.84 $
0.82 $
1.27 $
1.26 $
0.95
0.94
Weighted average outstanding shares basic ...................................... 19,044
Weighted average outstanding shares diluted ................................... 19,404
19,372
19,550
19,780
19,925
See accompanying notes.
F-4
COSTAR GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands except per share data)
ASSETS
Current assets:
Cash and cash equivalents .......................................................................................... $
Short-term investments ..............................................................................................
Accounts receivable, less allowance for doubtful accounts of approximately
$3,213 and $2,863 as of December 31, 2008 and 2009, respectively .....................
Deferred income taxes, net .........................................................................................
Prepaid expenses and other current assets ..................................................................
Total current assets ........................................................................................................
December 31,
2008
2009
159,982
35,268
$
205,786
20,188
12,294
2,036
2,903
212,483
Long-term investments ..................................................................................................
Deferred income taxes, net ............................................................................................
Property and equipment, net ..........................................................................................
Goodwill ........................................................................................................................
Intangibles and other assets, net ....................................................................................
Deposits and other assets ...............................................................................................
Total assets .................................................................................................................... $
29,340
3,392
16,876
54,328
16,421
1,544
334,384
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable ....................................................................................................... $
Accrued wages and commissions ...............................................................................
Accrued expenses .......................................................................................................
Income taxes payable .................................................................................................
Deferred revenue ........................................................................................................
Deferred rent ..............................................................................................................
Total current liabilities ...................................................................................................
1,636
7,217
7,754
1,907
9,442
1,180
29,136
Deferred income taxes, net ............................................................................................
Income taxes payable .....................................................................................................
132
1,695
$
$
Commitments and contingencies ...................................................................................
Stockholders’ equity:
Preferred stock, $0.01 par value; 2,000 shares authorized; none outstanding ............
Common stock, $0.01 par value; 30,000 shares authorized; 19,733 and 20,617
issued and outstanding as of December 31, 2008 and 2009, respectively ..............
Additional paid-in capital ...........................................................................................
Accumulated other comprehensive loss .....................................................................
Retained earnings (accumulated deficit) ....................................................................
Total stockholders’ equity .............................................................................................
Total liabilities and stockholders’ equity ....................................................................... $
See accompanying notes.
F-5
197
333,983
(13,796)
(16,963)
303,421
334,384
$
206
364,635
(7,565)
1,730
359,006
404,579
12,855
3,450
5,128
247,407
29,724
1,978
19,162
80,321
23,390
2,597
404,579
3,667
9,696
14,167
14,840
1,377
43,747
1,826
COSTAR GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
Comprehensive
Income
15,951
Common Stock
Shares
19,081
19,081
Amount
$ 191
191
$
Additional
Paid-In
Capital
302,936
26
302,962
$
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
(Accumulated
Deficit)
Total
Stockholders’
Equity
Balance at December 31, 2006
Tax benefit adjustment
Balance at January 1, 2007
Net income
Foreign currency translation
adjustment
Net unrealized gain on
investments
Comprehensive income
$
Exercise of stock options
Restricted stock grants
Restricted stock grants
surrendered
Consideration for Propex
Stock compensation expense, net
of forfeitures
ESPP
Excess tax benefit for exercised
stock options
Balance at December 31, 2007
Net income
Foreign currency translation
adjustment
Net unrealized loss on
investments
Comprehensive income
$
Exercise of stock options
Restricted stock grants
Restricted stock grants
surrendered
Stock compensation expense, net
of forfeitures
ESPP
Excess tax benefit for exercised
stock options
Balance at December 31, 2008
Net income
Foreign currency translation
adjustment
Net unrealized gain on
investments
Comprehensive income
Exercise of stock options
Restricted stock grants
Restricted stock grants
surrendered
Stock compensation expense, net
of forfeitures
ESPP
Consideration for PPR
Consideration for Resolve
Technology
Excess tax benefit for exercised
stock options
Balance at December 31, 2009
873
233
17,057
289
131
3
1
(58)
22
9
8,127
(1)
(635)
1,010
5,399
448
19,474
195
24,623
260
317,570
(14,061)
(5,361)
5,201
198
102
2
1
(49)
(1)
8
19,733
197
18,693
3,671
2,560
24,924
$
85
237
2
6,555
(695)
4,907
329
5,317
333,983
2,232
(44)
(672)
7
573
6
26
1
6,438
230
20,897
1,124
20,617
$
See accompanying notes.
364,635
$
403
206
$
F-6
4,520
4,520
873
233
5,626
(14,061)
(5,361)
(13,796)
3,671
2,560
$
$
(57,537)
(57,537)
15,951
250,110
26
250,136
15,951
(41,586)
24,623
(16,963)
18,693
873
233
8,130
(635)
1,010
5,399
448
260
281,805
24,623
(14,061)
(5,361)
6,557
1
(696)
4,907
329
5,317
303,421
18,693
3,671
2,560
2,232
2
(672)
6,438
230
20,903
1,125
403
(7,565)
$
1,730
$
359,006
COSTAR GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Operating activities:
Net income ............................................................................................. $
Adjustments to reconcile net income to net cash provided by
operating activities:
Year Ended December 31,
2008
2009
2007
15,951
$
24,623
$
18,693
Depreciation ...................................................................................
Amortization ...................................................................................
Deferred income tax expense, net ...................................................
Provision for losses on accounts receivable ...................................
Excess tax benefit from stock options ............................................
Stock-based compensation expense ................................................
Leasehold write-off ........................................................................
7,778
8,369
9,946
2,464
(260)
5,440
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable........................................................................
Interest receivable ...........................................................................
Prepaid expenses and other current assets ......................................
Deposits and other assets ................................................................
Accounts payable and other liabilities ............................................
Deferred revenue ............................................................................
Net cash provided by operating activities ..........................................
(2,944)
(67)
(755)
(670)
6,981
(501)
51,732
8,360
8,441
2,148
4,042
(5,317)
4,940
(6,196)
533
1,464
652
(3,044)
262
40,908
7,583
7,093
(2,428)
4,172
(403)
6,460
603
(1,610)
97
(1,521)
(1,013)
2,655
(812)
39,569
Investing activities:
Purchases of investments ................................................................
Sales of investments .......................................................................
Purchases of property and equipment and other assets ...................
Acquisitions, net of cash acquired ..................................................
Net cash (used in) provided by investing activities ............................
(116,609)
107,286
(14,271)
(16,737)
(40,331)
(4,839)
63,949
(3,656)
(3,024)
52,430
17,159
(10,544)
(3,207)
3,408
Financing activities:
Excess tax benefit from stock options ............................................
Repurchase of restricted stock to satisfy tax withholding
obligations ...................................................................................
Proceeds from exercise of stock options ........................................
Net cash provided by financing activities ..........................................
260
(635)
8,536
8,161
5,317
(695)
6,853
11,475
403
(672)
2,441
2,172
Effect of foreign currency exchange rates on cash and cash
equivalents .........................................................................................
Net increase in cash and cash equivalents .............................................
Cash and cash equivalents at beginning of year ....................................
Cash and cash equivalents at end of year .............................................. $
64
19,626
38,159
57,785
(2,616)
102,197
57,785
$ 159,982
$
655
45,804
159,982
205,786
See accompanying notes.
F-7
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009
1. ORGANIZATION
CoStar Group, Inc. (the “Company”) has created a comprehensive, proprietary database of commercial real
estate information covering the United States, as well as parts of the United Kingdom and France. Based on its
unique database, the Company provides information, marketing and analytic services to the commercial real estate
and related business community and operates within two segments, U.S. and International. The Company’s
information, marketing and analytic services are typically distributed to its clients under subscription-based license
agreements, which typically have a minimum term of one year and renew automatically.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
All significant intercompany balances and transactions have been eliminated in consolidation. Accounting policies
are consistent for each operating segment.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”)
in the United States of America requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Reclassifications
Certain previously reported amounts on the consolidated statements of cash flows have been reclassified to
conform to the Company’s current presentation.
Revenue Recognition
The Company primarily derives revenues from providing access to its proprietary database of commercial real
estate information. The Company generally charges a fixed monthly amount for its subscription-based services.
Subscription contract rates are based on the number of sites, number of users, organization size, the client’s business
focus and the number of services to which a client subscribes. Subscription-based license agreements typically have
a minimum term of one year and renew automatically.
Revenue is recognized when (1) there is persuasive evidence of an arrangement, (2) the fee is fixed and
determinable, (3) services have been rendered and payment has been contractually earned and (4) collectability is
reasonably assured.
Revenues from subscription-based services are recognized on a straight-line basis over the term of the
agreement. Deferred revenue results from advance cash receipts from customers or amounts billed in advance to
customers from the sales of subscription licenses and is recognized over the term of the license agreement.
Cost of Revenues
Cost of revenues principally consists of salaries and related expenses for the Company’s researchers who collect
and analyze the commercial real estate data that is the basis for the Company’s information, marketing and analytic
services. Additionally, cost of revenues includes the cost of data from third party data sources, which is expensed as
incurred, and the amortization of database technology.
F-8
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Significant Customers
No single customer accounted for more than 5% of the Company’s revenues for each of the years ended
December 31, 2007, 2008 and 2009.
Foreign Currency Translation
The Company’s functional currency in its foreign locations is the local currency. Assets and liabilities are
translated into U.S. dollars as of the balance sheet date. Revenues, expenses, gains and losses are translated at the
average exchange rates in effect during each period. Gains and losses resulting from translation are included in
accumulated other comprehensive income (loss). Net gains or losses resulting from foreign currency exchange
transactions are included in the consolidated statements of operations. There were no material gains or losses from
foreign currency exchange transactions for the years ended December 31, 2009 and 2008.
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss were as follows (in thousands):
Foreign currency translation adjustment ...................................................... $
Accumulated net unrealized loss on investments, net of tax ........................
Total accumulated other comprehensive loss ............................................... $
Advertising Costs
Year Ended December 31,
2009
2008
(4,850)
(8,521)
(2,715)
(5,275)
(7,565)
(13,796)
$
$
The Company expenses advertising costs as incurred. Advertising expenses were approximately $2.3 million,
$2.8 million and $3.3 million for the years ended December 31, 2007, 2008 and 2009, respectively.
Income Taxes
Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and the
basis reported in the Company’s 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
expected to be in effect during the year in which the differences reverse. Valuation allowances are provided against
assets, including net operating losses, if it is anticipated that some or all of an asset may not be realized through
future taxable earnings or implementation of tax planning strategies.
Net Income Per Share
Net income per share is computed by dividing net income by the weighted average number of common shares
outstanding during the period on a basic and diluted basis. The Company’s potentially dilutive securities include
stock options and restricted stock. Diluted net income per share considers the impact of potentially dilutive securities
except in periods in which there is a net loss, as the inclusion of the potential common shares would have an anti-
dilutive effect.
Stock-Based Compensation
Equity instruments issued in exchange for employee services are accounted for using a fair-value based method
and the fair value of such equity instruments is recognized as expense in the consolidated statements of operations.
F-9
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-Based Compensation (Continued)
Stock-based compensation cost is measured at the grant date of the share-based awards based on their fair
values, and is recognized on a straight line basis as expense over the vesting periods of the awards, net of an
estimated forfeiture rate.
Cash flows resulting from excess tax benefits are classified as part of cash flows from operating and financing
activities. Excess tax benefits represent tax benefits related to stock based compensation in excess of the associated
deferred tax asset for such equity compensation. Net cash proceeds from the exercise of stock options were
approximately $8.5 million; $6.9 million and $2.4 million for the years ended December 31, 2007, 2008 and 2009,
respectively. There were approximately $260,000, $5.3 million and $403,000 of excess tax benefits realized from
stock option exercises for the years ended December 31, 2007, 2008 and 2009.
Stock-based compensation expense for stock options, restricted stock and the employee stock purchase plan
included in the Company's results of operations for the years ended December 31, was as follows (in thousands):
Cost of revenues ................................................................................................... $
Selling and marketing ..........................................................................................
Software development ..........................................................................................
General and administrative ..................................................................................
926
1,118
340
3,056
Total ............................................................................................................... $ 5,440
2007
$
Year Ended December 31,
2009
2008
547 $ 888
1,125
588
3,859
$ 4,940 $ 6,460
400
423
3,570
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents. Cash equivalents consist of money market fund investments and U.S. Government
Securities. As of December 31, 2008 and 2009, cash of approximately $518,000 and $519,000, respectively, was
held to support letters of credit for security deposits.
Investments
The Company determines the appropriate classification of debt and equity investments at the time of purchase
and reevaluates such designation as of each balance sheet date. The Company considers all of its investments to be
available-for-sale. Short-term investments consist of commercial paper, government/federal notes and bonds and
corporate obligations with maturities greater than 90 days at the time of purchase. Available-for-sale short-term
investments with contractual maturities beyond one year are classified as current in the Company’s consolidated
balance sheets because they represent the investment of cash that is available for current operations. Long-term
investments consist of auction rate securities. Investments are carried at fair market value.
Concentration of Credit Risk and Financial Instruments
The Company performs ongoing credit evaluations of its customers’ financial condition and generally does not
require that its customers’ obligations to the Company be secured. The Company maintains reserves for credit
losses, and such losses have been within management’s expectations. The large size and widespread nature of the
Company’s customer base and lack of dependence on individual customers mitigate the risk of nonpayment of the
Company’s accounts receivable. The carrying amount of the accounts receivable approximates the net realizable
value. The carrying value of the Company’s financial instruments including cash and cash equivalents, short-term
investments, long-term investments, accounts receivable, accounts payable, and accrued expenses approximates fair
value.
F-10
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Allowance for Doubtful Accounts
The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer
accounts. The Company regularly reviews the allowance by considering factors such as historical experience, the
aging of the balances, and current economic conditions that may affect a customer’s ability to pay.
Property and Equipment
Property and equipment are stated at cost. All repairs and maintenance costs are expensed as incurred.
Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives of the
assets:
Leasehold improvements
Furniture and office equipment
Research vehicles
Computer hardware and software
Shorter of lease term or useful life
Five to seven years
Five years
Two to five years
Qualifying internal-use software costs incurred during the application development stage, which consist
primarily of outside services and purchased software license costs, are capitalized and amortized over the estimated
useful life of the asset. All other costs are expensed as incurred.
Goodwill, Intangibles and Other Assets
Goodwill represents the excess of costs over the fair value of assets of businesses acquired. Goodwill and
intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are
not amortized, but instead tested for impairment at least annually by reporting unit. The Company’s operating
segments, U.S. and International, are the reporting units tested for potential impairment. The goodwill impairment
test is a two-step process. The first step is to determine the fair value of each reporting unit. The estimate of the fair
value of each reporting unit is based on a projected discounted cash flow model that includes significant
assumptions and estimates including the Company’s future financial performance and a weighted average cost of
capital. 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 the second step of the process is performed to measure the
impairment loss. The impairment loss is measured based on a projected discounted cash flow method using a
discount rate determined by the Company’s management to be commensurate with the risk in its current business
model.
Intangible assets with estimable useful lives that arose from acquisitions on or after July 1, 2001, are amortized
over their respective estimated useful lives using a method of amortization that reflects the pattern in which the
economic benefits of the intangible assets are consumed or otherwise used up, and reviewed for impairment.
Acquired database technology, customer base and trade names and other are related to the Company’s
acquisitions (See Notes 3, 7 and 8). Acquired database technology and trade names and other are amortized on a
straight-line basis over periods ranging from two to ten years. The acquired intangible asset characterized as
customer base consists of one distinct intangible asset composed of acquired customer contracts and the related
customer relationships. Acquired customer bases that arose from acquisitions prior to July 1, 2001 are amortized on
a straight-line basis principally over a period of ten years. Acquired customer bases that arose from acquisitions on
or after July 1, 2001 are amortized on a 125% declining balance method over ten years. The cost of capitalized
building photography is amortized on a straight-line basis over five years.
F-11
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Long-Lived Assets
Long-lived assets, such as property, plant, 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 estimate undiscounted future cash flows expected to be generated by the asset or asset
group. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount for which the carrying amount of the asset exceeds the fair value of the asset.
Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the
carrying amount or fair value less costs to sell, and would no longer be depreciated. The assets and liabilities of a
disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections
of the balance sheet.
Recent Accounting Pronouncements
In February 2007, the FASB issued authoritative guidance on the fair value option for financial assets and
financial liabilities, which permits entities to choose to measure many financial instruments and certain other items
at fair value that are not currently required to be measured at fair value. This guidance is effective for fiscal years
beginning on or after December 31, 2007. The Company adopted this guidance on January 1, 2008 and has not
elected to apply the fair value option to any of its financial instruments. The adoption of this guidance did not have
a material impact on the Company’s results of operations or financial position.
In December 2007, the FASB issued authoritative guidance on business combinations, which changes the
accounting for any business combination the Company enters into with an acquisition date after December 31, 2008.
Under this guidance, an acquiring entity is required to recognize all the assets acquired and liabilities assumed in a
transaction at the acquisition date fair value with limited exceptions. This guidance changes the accounting
treatment and disclosure for certain specific items in a business combination. The Company adopted this guidance
on January 1, 2009 and has recorded assets acquired and liabilities assumed at fair value.
In December 2007, the FASB issued authoritative guidance on non-controlling interest, which establishes new
accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a
subsidiary. This guidance is effective for fiscal years beginning on or after December 15, 2008. The Company
adopted this guidance on January 1, 2009. The adoption of this guidance did not have a material impact on the
Company’s results of operations or financial position.
In April 2008, the FASB issued authoritative guidance on existing intangibles or expected future cash flows
from those intangibles, which is effective for all fiscal years and interim periods beginning after December 15, 2008.
Early adoption of this guidance is not permitted. This guidance requires additional footnote disclosures about the
impact of the Company’s ability or intent to renew or extend agreements related to existing intangibles or expected
future cash flows from those intangibles, how the Company accounts for costs incurred to renew or extend such
agreements, the time until the next renewal or extension period by asset class, and the amount of renewal or
extension costs capitalized, if any. For any intangibles acquired after December 31, 2008, this guidance requires that
the Company consider its experience regarding renewal and extensions of similar arrangements in determining the
useful life of such intangibles. If the Company does not have experience with similar arrangements, this guidance
requires that the Company use the assumptions of a market participant putting the intangible to its highest and best
use in determining the useful life. The Company adopted this guidance on January 1, 2009. The adoption of this
guidance did not have a material impact on the Company’s results of operations or financial position.
F-12
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (Continued)
In June 2008, the FASB issued authoritative guidance related to determining whether instruments granted in
share-based payment transactions are participating securities. This guidance clarifies that unvested share-based
payment awards with a right to receive non-forfeitable dividends are participating securities. This guidance is
effective for all annual and interim periods beginning after December 15, 2008. Adoption of this standard will
require the two-class method of calculating basic earnings per share to the extent that unvested share-based
payments have the right to receive non-forfeitable dividends. The Company adopted this guidance on January 1,
2009. The adoption of this guidance did not have a material impact on the Company’s results of operations or
financial position.
In April 2009, the FASB issued authoritative guidance related to the initial recognition, measurement and
subsequent accounting for assets and liabilities arising from pre-acquisition contingencies in a business combination.
It requires that such assets acquired or liabilities assumed be initially recognized at fair value at the acquisition date
if fair value can be determined during the measurement period. When fair value cannot be determined, companies
should typically account for the acquired contingencies using existing guidance. This guidance requires that
companies expense acquisition and deal-related costs that were previously allowed to be capitalized. This guidance
also requires that a systematic and rational basis for subsequently measuring and accounting for the assets or
liabilities be developed depending on their nature. This guidance was effective for contingent assets or liabilities
arising from business combinations with an acquisition date on or after January 1, 2009. The adoption of this
guidance changes the accounting treatment and disclosure for certain specific items in a business combination with
an acquisition date subsequent to December 31, 2008. The Company adopted this guidance on January 1, 2009,
and expensed acquisition and deal-related costs of approximately $700,000 associated primarily with the
acquisitions of Property and Portfolio Research, Inc. (“PPR”) and Resolve Technology, Inc. (“Resolve
Technology”).
In April 2009, the FASB issued authoritative guidance for determining whether a market is active or inactive,
and whether a transaction is distressed. This guidance is applicable to all assets and liabilities (financial and non-
financial) and will require enhanced disclosures. The Company adopted this guidance for its interim period ending
June 30, 2009. The adoption of this guidance did not have a material impact on the Company’s results of operations
or financial position, but did require additional disclosures in the Company’s financial statements.
In April 2009, the FASB issued authoritative guidance requiring disclosures in interim reporting periods
concerning the fair value of financial instruments that were previously only required in the annual financial
statements. The Company adopted the provisions of this guidance for the interim period ending June 30, 2009. The
adoption of this guidance did not have a material impact on the Company’s results of operations or financial
position, but did require additional disclosures in the Company’s financial statements.
In April 2009, the FASB issued authoritative guidance that redefines what constitutes an other-than-temporary
impairment, defines credit and non-credit components of an other-than-temporary impairment, prescribes their
financial statement treatment, and requires enhanced disclosures relating to such impairments. The Company
adopted this guidance for the interim period ending June 30, 2009. The adoption of this guidance did not have a
material impact on the Company’s results of operations or financial position, but did require additional disclosures
in the Company’s financial statements.
In May 2009, the FASB issued authoritative guidance which establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before financial statements are issued. This guidance
was effective for all interim and annual reporting periods ending after June 15, 2009. This guidance has not and is
not expected to result in significant changes in the subsequent events that the Company reports, either through
recognition or disclosure, in its financial statements.
F-13
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (Continued)
In June 2009, the FASB issued authoritative guidance to amend the manner in which entities evaluate whether
consolidation is required for variable interest entities (VIE). Previously, variable interest holders were required to
determine whether they had a controlling financial interest in a VIE based on a quantitative analysis of the expected
gains and/or losses of the entity. The new guidance requires an enterprise with a variable interest in a VIE to
qualitatively assess whether it has a controlling financial interest in the entity, and if so, whether it is the primary
beneficiary. This guidance also requires that companies continually evaluate VIEs for consolidation, rather than
assessing whether consolidation is required based upon the occurrence of triggering events. This guidance enhances
disclosures to provide financial statement users with greater transparency about transfers of financial assets and a
transferor’s continuing involvement with transferred financial assets. This guidance will be effective for the first
annual reporting period beginning after November 15, 2009. This guidance is not expected to materially impact the
Company’s results of operations, financial position or related disclosures.
In June 2009, the FASB issued authoritative guidance which replaced the previous hierarchy of U.S. GAAP and
establishes the FASB Codification as the single source of authoritative U.S. GAAP recognized by the FASB to be
applied by nongovernmental entities. This guidance is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. This guidance did not materially impact the Company’s results of
operations or financial position, but did require changes to the disclosures in the Company’s financial statements.
In July 2009, the FASB issued authoritative guidance to improve the consistency with which companies apply
fair value measurements guidance to liabilities. This guidance is effective for interim and annual periods beginning
after September 30, 2009. This guidance is not expected to materially impact the Company’s results of operations,
financial position or related disclosures.
In October 2009, the FASB issued authoritative guidance that amends existing guidance for identifying separate
deliverables in a revenue-generating transaction where multiple deliverables exist, and provides guidance for
measuring and allocating revenue to one or more units of accounting. In addition, the FASB issued authoritative
guidance on arrangements that include software elements. Under this guidance, tangible products containing
software components and non-software components that are essential to the functionality of the tangible product will
no longer be within the scope of the software revenue recognition guidance. This guidance is effective using the
prospective application or the retrospective application for revenue arrangements entered into or materially modified
in fiscal years beginning on or after June 15, 2010 with earlier application permitted. The Company is currently
assessing the impacts adoption of this guidance may have on its financial statements.
In January 2010, the FASB issued authoritative guidance that amends the disclosure requirements related to
recurring and nonrecurring fair value measurements. This guidance requires new disclosures on the transfers of
assets and liabilities between Level 1 (assets and liabilities measured using observable inputs such as quoted prices
in active markets) and Level 2 (assets and liabilities measured using inputs other than quoted prices in active
markets that are either directly or indirectly observable) of the fair value measurement hierarchy, including the
amount and reason of the transfers. Additionally, this guidance requires a roll forward of activities on purchases,
sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3
fair value measurements). This guidance is effective for interim and annual reporting periods beginning after
December 15, 2009, with the exception of the additional disclosure for Level 3 assets and liabilities, which is
effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. This
guidance is not expected to materially impact the Company’s results of operations or financial position, but will
require changes to the disclosures in its interim and annual financial statements.
F-14
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. ACQUISITIONS
On April 1, 2008, the Company acquired certain assets of First CLS, Inc. (doing business as the Dorey
Companies and DoreyPRO), an Atlanta-based provider of local commercial real estate information for $3.0 million
in initial cash consideration and deferred consideration of $1.7 million paid during the third quarter of 2009.
On July 17, 2009, the Company acquired all of the issued and outstanding equity securities of PPR, and its
wholly owned subsidiary Property and Portfolio Research Ltd., providers of real estate analysis, market forecasts
and credit risk analytics to the commercial real estate industry. The Company acquired PPR from DMG Information,
Inc. (“DMGI”) in exchange for 572,999 shares of CoStar common stock, which had an aggregate value of
approximately $20.9 million as of the closing date. On July 17, 2009, 433,667 shares of the Company’s common
stock were issued to DMGI, and the remaining 139,332 shares were issued to DMGI on September 28, 2009 after
taking into account post-closing purchase price adjustments. The purchase accounting is preliminary and is subject
to change upon completion of the purchase accounting.
The purchase price for the PPR acquisition was allocated as follows (in thousands):
Working capital ..................................................................................................................................... $
Acquired trade names and other ............................................................................................................
Acquired customer base ........................................................................................................................
Acquired database technology .............................................................................................................
Goodwill ..............................................................................................................................................
Total purchase consideration ............................................................................................................ $
(5,479)
810
5,300
3,700
16,572
20,903
On October 19, 2009, the Company acquired all of the outstanding capital stock of Resolve Technology, a
Delaware corporation, for approximately $4.5 million, consisting of approximately $3.4 million in cash and 25,886
shares, or approximately $1.1 million, of CoStar common stock, which shares are subject to a three-year
lockup. Additionally, the seller may be entitled to receive (i) a potential deferred cash payout two years after
closing based on the incremental growth of Resolve Technology’s revenue, and (ii) other potential deferred cash
payouts for successful completion of operational and sales milestones during the period from closing through June
30, 2013, which period may be subject to extension to a date no later than December 31, 2014. The purchase
accounting is preliminary and is subject to change upon completion of the purchase accounting.
The purchase price for the Resolve Technology acquisition was allocated as follows (in thousands):
Purchase price in cash and stock ........................................................................................................... $
Deferred consideration ..........................................................................................................................
Total purchase consideration ............................................................................................................. $
Working capital ..................................................................................................................................... $
Acquired trade names and other ............................................................................................................
Acquired customer base ........................................................................................................................
Acquired database technology .............................................................................................................
Goodwill ..............................................................................................................................................
Total purchase consideration ............................................................................................................ $
4,499
3,052
7,551
(550)
430
890
1,200
5,581
7,551
F-15
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. ACQUISITIONS (CONTINUED)
These acquisitions were accounted for using purchase accounting. The purchase price for the First CLS, Inc.
acquisition was primarily allocated to acquired customer base and goodwill. For each of the PPR and Resolve
Technology acquisitions, the purchase price was allocated to various working capital accounts, developed
technology, customer base, trademarks, non-competition agreements and goodwill. The acquired customer base for
the acquisitions, which consists of one distinct intangible asset for each acquisition and is composed of acquired
customer contracts and the related customer relationships, is being amortized on a 125% declining balance method
over ten years. The identified intangibles will be amortized over their estimated useful lives. Goodwill for these
acquisitions will not be amortized, but is subject to annual impairment tests. Goodwill is comprised of acquired
workforce. The results of operations of First CLS, Inc., PPR, and Resolve Technology have been consolidated with
those of the Company since the respective dates of the acquisitions and are not considered material to the
Company’s consolidated financial statements. Accordingly, pro forma financial information has not been presented
for any of the acquisitions.
4. INVESTMENTS
The Company determines the appropriate classification of debt and equity investments at the time of purchase
and reevaluates such designation as of each balance sheet date. The Company considers all of its investments to be
available-for-sale. Short-term investments consist of commercial paper, government/federal notes and bonds and
corporate obligations with maturities greater than 90 days at the time of purchase. Available-for-sale short-term
investments with contractual maturities beyond one year are classified as current in the Company’s consolidated
balance sheets because they represent the investment of cash that is available for current operations. Long-term
investments consist of auction rate securities. Investments are carried at fair market value.
Scheduled maturities of investments classified as available-for-sale as of December 31, 2009 are as follows (in
thousands):
Maturity
Due in:
Fair Value
2010 ............................................................................................................................................. $
2011-2014 ....................................................................................................................................
2015-2019 ....................................................................................................................................
2020 and thereafter ......................................................................................................................
Available-for-sale investments ......................................................................................................... $
3,072
16,634
106
30,100
49,912
The realized gains on the Company’s investments for the years ended December 31, 2008 and 2009 were
approximately $329,000 and $4,000, respectively. The realized losses on the Company’s investments for the years
ended December 31, 2008 and 2009 were approximately $489,000 and $5,000, respectively.
Unrealized holding gains and losses, net of the related tax effect, on available-for-sale securities are excluded
from earnings and are reported as a separate component of accumulated other comprehensive income (loss) in
stockholders’ equity until realized. Realized gains and losses from the sale of available-for-sale securities are
determined on a specific-identification basis. A decline in market value of any available-for-sale security below cost
that is deemed to be other than temporary results in a reduction in carrying amount to fair value. The impairment is
charged to earnings and a new cost basis for the security is established. Dividend and interest income are
recognized when earned.
F-16
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. INVESTMENTS (CONTINUED)
As of December 31, 2009, the amortized cost basis and fair value of investments classified as available-for-sale
are as follows (in thousands):
Amortized
Cost
Gross
Unrealized
Gains
$
12,987
Collateralized debt obligations ........................................................
Corporate debt securities ................................................................. 6,396
Residential mortgage-backed securities ......................................................
394
Government-sponsored enterprise obligations ............................................
97
32,750
Auction rate securities ..................................................................................
52,624
Available-for-sale investments .....................................................................
$
$
$
5
331
336
Gross
Unrealized
Losses
Fair Value
$
(14) $ 12,978
6,727
387
96
29,724
$ 49,912
(7)
(1)
(3,026)
$ (3,048)
The unrealized losses on the Company’s investments as of December 31, 2008 and 2009 were generated
primarily from changes in interest rates. The losses are considered temporary, as the contractual terms of these
investments do not permit the issuer to settle the security at a price less than the amortized cost of the investment.
Because the Company does not intend to sell these instruments and it is not more likely than not that the Company
will be required to sell these instruments prior to anticipated recovery, which may be maturity, it does not consider
these investments to be other-than-temporarily impaired as of December 31, 2008 and 2009. See Note 5 to the
consolidated financial statements for further discussion on the fair value of the Company’s financial assets.
The components of the Company’s investments in an unrealized loss position for more than twelve months
consists of the following (in thousands):
December 31,
2008
2009
Collateralized debt obligations ..............................................................
Corporate debt securities .......................................................................
Residential mortgage-backed securities .................................................
Government-sponsored enterprise obligations ......................................
Auction rate securities ...........................................................................
$
Aggregate
Fair
Value
19,151
2,558
427
22,136
Gross
Unrealized
Losses
Aggregate
Fair
Value
$
(1,323) $
(156)
(15)
7,578 $
387
96
29,724
$
(1,494) $ 37,785 $
Gross
Unrealized
Losses
(14)
(7)
(1)
(3,026)
(3,048)
$
The components of the Company’s investments in an unrealized loss position for less than twelve months
consists of the following (in thousands):
December 31,
2008
2009
Collateralized debt obligations ..............................................................
Corporate debt securities .......................................................................
Residential mortgage-backed securities .................................................
Government-sponsored enterprise obligations ......................................
Auction rate securities ...........................................................................
$
Aggregate
Fair
Value
3,022
3,807
36
130
29,340
36,335
Gross
Unrealized
Losses
Aggregate
Fair
Value
$
$
(84) $
(268)
(1)
(14)
(3,710)
(4,077) $
$
$
Gross
Unrealized
Losses
$
F-17
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. INVESTMENTS (CONTINUED)
The gross unrealized gains on the Company’s investments as of December 31, 2008 and 2009 were
approximately $128,000 and $336,000, respectively.
5. FAIR VALUE
In September 2006, the FASB issued authoritative guidance which defines fair value, establishes a framework
for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. The
Company adopted this guidance as of January 1, 2008 for financial instruments. Although the adoption of the
guidance did not materially impact its financial position, results of operations, or cash flow, the Company is now
required to provide additional disclosures as part of its financial statements.
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; 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 in which little or no market data exists, therefore requiring an entity to develop its own
assumptions.
The following table represents the Company's fair value hierarchy for its financial assets (cash, cash equivalents
and investments) and liabilities measured at fair value on a recurring basis as of December 31, 2009 (in thousands):
Assets:
Level 1
Level 2
Level 3
Total
$
Cash ........................................................................................... $ 38,721
Money market funds .................................................................. 167,065
Collateralized debt obligations ................................................................
Corporate debt securities .........................................................................
Residential mortgage-backed securities ..................................................
Government-sponsored enterprise obligations ........................................
Auction rate securities .............................................................................
Total assets measured at fair value ...............................................................
Liabilities:
12,978
6,727
387
96
$ 205,786 $ 20,188
$
29,724
$ 29,724
$ 38,721
167,065
12,978
6,727
387
96
29,724
$ 255,698
Deferred consideration ............................................................................
Total liabilities measured at fair value .........................................................
$
$
$
$
$
$
3,082
3,082
$
$
3,082
3,082
The Company’s Level 2 assets consist of collateralized debt obligations, corporate debt securities, residential
mortgage-backed securities and government-sponsored enterprise obligations, which do not have directly observable
quoted prices in active markets. The Company’s Level 2 assets are valued using matrix pricing.
The Company’s Level 3 assets consist of auction rate securities (“ARS”), whose underlying assets are primarily
student loan securities supported by guarantees from the Federal Family Education Loan Program (“FFELP”) of the
U.S. Department of Education.
F-18
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. FAIR VALUE (CONTINUED)
The following table summarizes changes in fair value of the Company’s Level 3 assets from December 31,
2007 to December 31, 2009 (in thousands):
Auction
Rate
Securities
Balance at December 31, 2007 ................................................................................................................... $
Unrealized loss included in other comprehensive loss ...........................................................................
Net settlements .......................................................................................................................................
Balance at December 31, 2008 ...................................................................................................................
Unrealized gain included in other comprehensive loss ..........................................................................
Net settlements .......................................................................................................................................
Balance at December 31, 2009 ................................................................................................................... $
53,975
(3,710)
(20,925)
29,340
684
(300)
29,724
ARS are variable rate debt instruments whose interest rates are reset approximately every 28 days. The
underlying securities have contractual maturities greater than twenty years. The ARS are recorded at fair value.
As of December 31, 2009, the Company held ARS with $32.8 million par value, all of which failed to settle at
auction. The majority of these investments are of high credit quality with AAA credit ratings and are primarily
student loan securities supported by guarantees from the FFELP of the U.S. Department of Education. The
Company may not be able to liquidate and fully recover the carrying value of the ARS in the near term. As a result,
these securities are classified as long-term investments in the Company’s consolidated balance sheet as of December
31, 2009.
While the Company continues to earn interest on its ARS investments at the contractual rate, these investments
are not currently trading and therefore do not currently have a readily determinable market value. Accordingly, the
estimated fair value of the ARS no longer approximates par value. The Company has used a discounted cash flow
model to determine the estimated fair value of its investment in ARS as of December 31, 2009. The assumptions
used in preparing the discounted cash flow model include estimates for interest rates, credit spreads, timing and
amount of cash flows, liquidity risk premiums, expected holding periods, and default risk. Based on this assessment
of fair value, as of December 31, 2009, the Company determined there was a decline in the fair value of its ARS
investments of approximately $3.0 million. The decline was deemed to be a temporary impairment and recorded as
an unrealized loss in accumulated other comprehensive loss in stockholders’ equity. In addition, while a majority of
the ARS are currently rated AAA, if the issuers are unable to successfully close future auctions and their credit
ratings deteriorate, the Company may be required to record additional unrealized losses in accumulated other
comprehensive loss or an other-than-temporary impairment charge to earnings on these investments.
The Company’s Level 3 liabilities consist of a $3.1 million liability for deferred consideration related to the
October 19, 2009 acquisition of Resolve Technology. The deferred consideration is for (i) a potential deferred cash
payout two years after closing based on the incremental growth of Resolve Technology’s revenue, and (ii) other
potential deferred cash payouts for successful completion of operational and sales milestones during the period from
closing through June 30, 2013, which period may be subject to extension to a date no later than December 31, 2014.
The following table summarizes changes in fair value of the Company’s Level 3 liabilities from December 31,
2008 to December 31, 2009 (in thousands):
Balance at December 31, 2008 ................................................................................................................... $
Deferred consideration upon acquisition ................................................................................................
Accretion for 2009 .................................................................................................................................
Balance at December 31, 2009 ................................................................................................................... $
Deferred
Consideration
3,052
30
3,082
F-19
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. FAIR VALUE (CONTINUED)
The Company has used a discounted cash flow model to determine the estimated fair value of its Level 3
liabilities as of December 31, 2009. The significant assumptions used in preparing the discounted cash flow model
include the discount rate, estimates for future incremental revenue growth and probabilities for completion of
operational and sales milestones.
6. PROPERTY AND EQUIPMENT
Property and equipment consists of the following (in thousands):
December 31,
2008
2009
Leasehold improvements ............................................................................................... $
7,808
Furniture, office equipment and research vehicles ......................................................... 19,305
Computer hardware and software .................................................................................. 27,938
55,051
Accumulated depreciation and amortization .................................................................. (38,175)
Property and equipment, net .......................................................................................... $ 16,876
$ 10,333
20,279
28,259
58,871
(39,709)
$ 19,162
7. GOODWILL
The changes in the carrying amount of goodwill by operating segment consist of the following (in thousands):
United States
30,428
Goodwill, December 31, 2007 .....................................................................
$
1,119
Acquisitions ............................................................................................
Effect of foreign currency translation .....................................................
31,547
Goodwill, December 31, 2008 .....................................................................
23,858
Acquisitions ............................................................................................
Effect of foreign currency translation .....................................................
(145)
Purchase accounting adjustment .............................................................
55,260
Goodwill, December 31, 2009 .....................................................................
$
International
$
31,426
(8,645)
22,781
2,280
25,061
$
Total
61,854
1,119
(8,645)
54,328
23,858
2,280
(145)
80,321
$
$
The Company recorded goodwill of approximately $1.1 million in connection with the First CLS, Inc.
acquisition in April 2008, which was decreased by $145,000 in 2009, upon completion of purchase
accounting. Approximately $1.7 million in additional goodwill was recorded in connection with the First CLS, Inc.
acquisition as a result of the payment of deferred consideration of $1.7 million in August 2009. The Company
recorded goodwill of approximately $16.6 million in connection with the July 2009 acquisition of PPR. Initially in
July 2009, the Company had recorded $12.1 million in goodwill for the PPR acquisition, that was increased by $4.5
million in December 2009 upon completion of the Company’s review of the income tax attributes and deferred taxes
related to the PPR purchase accounting. The Company recorded goodwill of approximately $5.6 million in
connection with the Resolve Technology acquisition in October 2009.
During the fourth quarters of 2008 and 2009, the Company completed the annual impairment test of goodwill
and concluded that goodwill was not impaired.
F-20
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. INTANGIBLES AND OTHER ASSETS
Intangibles and other assets consist of the following (in thousands, except amortization period data):
December 31,
2008
2009
Weighted-Average
Amortization
Period (in years)
Building photography .........................................................................
Accumulated amortization .................................................................
Building photography, net ..................................................................
11,011
(7,711)
3,300
$
Acquired database technology............................................................
Accumulated amortization .................................................................
Acquired database technology, net .....................................................
20,711
(20,361)
350
Acquired customer base .....................................................................
Accumulated amortization .................................................................
Acquired customer base, net ..............................................................
48,198
(37,192)
11,006
Acquired trade names and other .........................................................
Accumulated amortization .................................................................
Acquired trade names and other, net
7,744
(5,979)
1,765
Intangibles and other assets, net .........................................................
16,421
$
5
4
10
7
$
11,504
(9,089)
2,415
25,790
(21,144)
4,646
55,770
(41,208)
14,562
9,755
(7,988)
1,767
$
23,390
Amortization expense for intangibles and other assets was approximately $8.4 million for the years ended
December 31, 2007 and 2008, respectively and $7.1 million for the year ended December 31, 2009.
In the aggregate, amortization for intangibles and other assets existing as of December 31, 2009 for future
periods is expected to be approximately $3.8 million, $3.4 million, $3.3 million, $2.3 million and $1.8 million for
the years ending December 31, 2010, 2011, 2012, 2013 and 2014, respectively.
F-21
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. INCOME TAXES
The components of the provision (benefit) for income taxes attributable to operations consist of the following
(in thousands):
Current:
Year Ended December 31,
2008
2007
2009
Federal ...............................................................................................
State ...................................................................................................
Foreign ...............................................................................................
Total current ...........................................................................................
Deferred:
$
574
821
1,395
Federal ...............................................................................................
State ...................................................................................................
Foreign ...............................................................................................
Total deferred .........................................................................................
Total provision for income taxes ............................................................
9,716
72
(1,237)
8,551
9,946
$
$ 18,289
3,842
22,131
$ 15,194
1,593
26
16,813
(408)
(52)
(1,592)
(2,052)
$ 20,079
(2,097)
(199)
(122)
(2,418)
$ 14,395
The components of deferred tax assets and liabilities consists of the following (in thousands):
December 31,
2008
2009
Deferred tax assets:
Reserve for bad debts ................................................................................................. $
Accrued compensation ...............................................................................................
Stock compensation ...................................................................................................
Net operating losses ...................................................................................................
Accrued reserve..........................................................................................................
Capital loss carryovers ...............................................................................................
Unrealized loss on securities ......................................................................................
Other liabilities ...........................................................................................................
928
2,144
2,115
3,077
345
2,088
1,401
Total deferred tax assets ................................................................................... 12,098
$
1,093
3,156
3,168
2,985
238
348
1,076
317
12,381
Deferred tax liabilities:
Prepaids ......................................................................................................................
Depreciation ...............................................................................................................
Intangibles ..................................................................................................................
Total deferred tax liabilities ..............................................................................
(522)
(626)
(2,607)
(3,755)
Net deferred tax asset .................................................................................................
Valuation allowance ...................................................................................................
Net deferred taxes ...................................................................................................... $
8,343
(3,047)
5,296
$
(638)
(587)
(2,743)
(3,968)
8,413
(2,985)
5,428
The net long-term deferred tax liability shown on the balance sheet includes deferred tax liabilities and assets
related to the international operations of the Company.
F-22
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. INCOME TAXES (CONTINUED)
For the years ended December 31, 2008 and 2009, a valuation allowance has been established for certain
deferred tax assets due to the uncertainty of realization. The Company’s change in valuation allowance was an
increase of approximately $3.0 million for the year ended December 31, 2008 and a decrease of approximately
$62,000 for the year ended December 31, 2009. The decrease for the year ended December 31, 2009 is primarily
due to the decrease in unrealized losses on securities, which was offset by an increase in the valuation allowance for
foreign loss carryforwards. The valuation allowance for the deferred tax asset for unrealized losses has been
recorded as an adjustment to accumulated other comprehensive loss. The valuation allowance for the years ended
December 31, 2008 and 2009 also includes an allowance for capital loss carryforwards and for state net operating
loss carryforwards.
For the year ended December 31, 2009, the Company had income of approximately $39.0 million subject to
applicable U.S. federal and state income tax laws and a loss of approximately $5.9 million subject to applicable
international tax laws.
The Company’s provision for income taxes resulted in effective tax rates that varied from the statutory federal
income tax rate as follows (in thousands):
Year Ended December 31,
2008
2007
2009
$
Expected federal income tax provision at statutory rate.........................
State income taxes, net of federal benefit...............................................
Foreign income taxes, net effect ............................................................
Stock compensation ..............................................................................
(Decrease) increase in valuation allowance ...........................................
Disregarded entity election ....................................................................
Other adjustments ..................................................................................
Income tax expense, net .........................................................................
8,805
841
156
146
(274)
272
9,946
$
$ 15,646
2,505
497
87
1,023
321
$ 20,079
$ 11,581
1,778
347
300
1,446
(1,477)
420
$ 14,395
The Company paid approximately $1.1 million, $13.4 million, and $19.4 million in income taxes for the years
ended December 31, 2007, 2008 and 2009, respectively.
The Company has net operating loss carryforwards for international income tax purposes of approximately
$12.6 million, which do not expire.
The Company adopted FASB authoritative guidance for uncertain income tax positions on January 1, 2007. As
a result of the implementation of this guidance, the Company recognized no material adjustment in the liability for
unrecognized income tax benefits. At the adoption date of January 1, 2007, the Company had $217,000 of
unrecognized tax benefits, all of which would favorably affect the effective tax rate if recognized in future periods,
and $52,000 of accrued penalties and $47,000 of accrued interest. The Company’s continuing practice is to
recognize interest and penalties related to income tax matters in income tax expense.
The following tables summarize the activity related to the Company’s unrecognized tax benefits (in thousands):
Unrecognized tax benefit as of January 1, 2007 .............................................................................. $
Increase for current year tax positions ......................................................................................
Decrease for prior year tax positions ........................................................................................
Expiration of the statute of limitation for assessment of taxes ...................................................
Unrecognized tax benefit as of December 31, 2007 ........................................................................ $
217
44
(6)
(22)
233
F-23
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. INCOME TAXES (CONTINUED)
Unrecognized tax benefit as of December 31, 2007 ........................................................................ $
Increase for current year tax positions ......................................................................................
Decrease for prior year tax positions ........................................................................................
Expiration of the statute of limitation for assessment of taxes ...................................................
Unrecognized tax benefit as of December 31, 2008 ........................................................................
Increase for current year tax positions .......................................................................................
Increase for prior year tax positions ...........................................................................................
Expiration of the statute of limitation for assessment of taxes ...................................................
Unrecognized tax benefit as of December 31, 2009 ........................................................................ $
233
1,451
(9)
(117)
1,558
69
257
(28)
1,856
Approximately $217,000 and $142,000 of the unrecognized tax benefit as of December 31, 2009, and 2008,
respectively, would favorably affect the annual effective tax rate, if recognized in future periods. During 2009, the
Company recognized approximately $(10,000) of interest and $20,000 of penalties, and had total accruals of
approximately $164,000 for interest and $54,000 for penalties as of December 31, 2009. During 2008, the Company
recognized approximately $145,000 of interest and $9,000 of penalties, and had total accruals of approximately
$173,000 for interest and $34,000 for penalties as of December 31, 2008. The Company does not anticipate the
amount of the unrecognized tax benefits to change significantly over the next twelve months.
The Company’s federal and state income tax returns for tax years 2006 through 2008 remain open to
examination. The Company’s U.K. income tax returns for tax years 2003 through 2008 remain open to examination.
10. GAIN ON LEASE SETTLEMENT, NET
On September 14, 2007, CoStar Limited, a wholly owned U.K. subsidiary of CoStar, entered into an agreement
with Trafigura Limited to assign to Trafigura the leasehold interest in the office space located in London. The lease
assignment was completed on December 19, 2007. As a result, CoStar U.K. was paid approximately $7.6 million,
net of expenses, for the assignment of the lease. The expenses associated with the lease settlement included legal,
moving and the disposal of assets.
11. COMMITMENTS AND CONTINGENCIES
The Company leases office facilities and office equipment under various noncancelable-operating leases. The
leases contain various renewal options. Rent expense for the years ended December 31, 2007, 2008 and 2009 was
approximately $8.1 million, $8.0 million and $9.1 million, respectively.
Future minimum lease payments as of December 31, 2009 are as follows (in thousands):
2010 ......................................................................................................................................................
2011 ......................................................................................................................................................
2012 ......................................................................................................................................................
2013 ......................................................................................................................................................
2014 ......................................................................................................................................................
2015 and thereafter ................................................................................................................................
$
$
10,530
6,840
4,911
2,410
651
883
26,225
F-24
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company and its wholly owned subsidiary CoStar U.K. Limited are defendants in legal proceedings filed in
England by Nokia U.K. Limited (“Nokia”) related to obligations under an agreement to sublease certain office space
from Nokia. Nokia served its complaint upon the Company in September 2009, and the litigation is in its very early
stages. If there is a trial, it is not expected to occur until October 2010. The Company has filed a response asserting
that Nokia’s claim is without merit. The Company intends to defend itself vigorously against Nokia’s claim. Since
the outcome of these legal proceedings is uncertain at this time and because Nokia has requested equitable relief as
an alternative to financial relief, the Company cannot estimate the amount of liability, if any, that could result from
an adverse resolution of this matter.
On December 23, 2008, the Company initiated a Financial Industry Regulatory Authority (“FINRA”)
arbitration against Credit Suisse First Boston (“CSFB”) related to CSFB’s purchase of auction rate securities for the
Company’s account. An arbitration hearing was originally scheduled to begin during the week beginning December
7, 2009, but was rescheduled at the request of CSFB and is now set to begin on March 8, 2010. The Company
expects to receive a ruling on its claim during the second quarter of 2010. Since the outcome of this legal
proceeding is uncertain at this time, the Company cannot estimate the amount of gain or loss, if any, that could result
from the resolution of this matter.
On December 8, 2009, a former employee filed a lawsuit against the Company in the United States District
Court for the Southern District of California alleging violations of the Fair Labor Standards Act and California state
wage-and-hour laws and seeking unspecified damages under those laws. The complaint also seeks to declare a class
of all similarly situated employees to pursue similar claims. The Company believes that the lawsuit is meritless and
intends to defend itself vigorously against these claims and any certification of class status. Nevertheless, because
the lawsuit is in its early stages, the outcome of the claim is uncertain at this time and the Company cannot estimate
the amount of liability, if any, that could result from an adverse resolution of this matter.
In December 2009, the Company and LoopNet, Inc. settled all pending litigation between the companies. No
monetary consideration was involved in the settlement.
Currently, and from time to time, the Company is involved in litigation incidental to the conduct of its
business. In accordance with GAAP, the Company records a provision for a liability when it is both probable that a
liability has been incurred and the amount can be reasonably estimated. At the present time, while it is reasonably
possible that an unfavorable outcome may occur as a result of the Company’s current litigation, management has
concluded that it is not probable that a loss has been incurred in connection with the Company’s current
litigation. In addition, the Company is unable to estimate the possible loss or range of loss that could result from an
unfavorable outcome in the Company’s current litigation and accordingly, the Company has not recognized any
liability in the consolidated financial statements for unfavorable results, if any. Legal defense costs are expensed as
incurred.
F-25
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)
12. SEGMENT REPORTING
Due to the increased size, complexity, and funding requirements associated with the Company’s international
expansion, in 2007 the Company began to manage the business geographically in two operating segments, with the
primary areas of measurement and decision-making being the U.S. and International, which includes the U.K. and
France. The Company’s subscription-based information services, consisting primarily of CoStar Property
Professional®, CoStar Tenant®, CoStar COMPS Professional®, and FOCUSTM services, currently generate more than
95% of the Company’s total revenues. CoStar Property Professional, CoStar Tenant, and CoStar COMPS
Professional are generally sold as a suite of similar services and comprise the Company’s primary service offering in
the U.S. operating segment. FOCUS is the Company’s primary service offering in the International operating
segment. Management relies on an internal management reporting process that provides revenue and segment
EBITDA, which is the Company’s net income before interest, income taxes, depreciation and amortization.
Management believes that segment EBITDA is an appropriate measure for evaluating the operational performance
of our segments. EBITDA is used by management to internally measure operating and management performance
and to evaluate the performance of the business. However, this measure should be considered in addition to, not as a
substitute for or superior to, income from operations or other measures of financial performance prepared in
accordance with GAAP.
Summarized information by segment was as follows (in thousands):
Year Ended December 31,
2008
2007
2009
Revenues
United States ........................................................................................................
International
$ 170,298
$ 190,075
External customers ..........................................................................................
Intersegment revenue ......................................................................................
Total international revenue ...................................................................................
Intersegment eliminations ....................................................................................
Total revenues ....................................................................................................
22,507
22,507
$ 192,805
22,353
22,353
$ 212,428
$ 191,556
18,103
898
19,001
(898)
$ 209,659
EBITDA
United States ........................................................................................................
International .........................................................................................................
Total EBITDA ....................................................................................................
32,872
1,127
33,999
$
$
$
$
58,813
(2,224)
56,589
$
$
47,697
(1,186)
46,511
Reconciliation of EBITDA to net income
EBITDA ...............................................................................................................
Purchase amortization in cost of revenues ...........................................................
Purchase amortization in operating expenses .......................................................
Depreciation and other amortization ....................................................................
Interest income, net ..............................................................................................
Income tax expense, net .......................................................................................
Net income .........................................................................................................
$ 33,999
(2,170)
(5,063)
(8,914)
8,045
(9,946)
15,951
$
$
56,589
(2,284)
(4,880)
(9,637)
4,914
(20,079)
24,623
$
$
46,511
(2,389)
(3,412)
(8,875)
1,253
(14,395)
18,693
$
Intersegment revenue is attributable to services performed by Property and Portfolio Research Ltd., a wholly
owned subsidiary of PPR, for PPR. Intersegment revenue is recorded at cost plus an agreed margin, which the
Company believes approximates fair value. U.S. EBITDA includes a corresponding cost for the services performed
by Property and Portfolio Research Ltd. for PPR.
F-26
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)
12. SEGMENT REPORTING — (CONTINUED)
International EBITDA includes a corporate allocation of approximately $2.6 million, $1.1 million and $500,000
for the years ended December 31, 2007, 2008 and 2009, respectively.
Summarized information by segment consists of the following (in thousands):
December 31,
2008
2009
Property and equipment, net
United States .......................................................................................................... $
International ...........................................................................................................
Total property and equipment, net ....................................................................... $
Goodwill
United States .......................................................................................................... $
International ...........................................................................................................
Total goodwill..................................................................................................... $
13,927
2,949
16,876
31,547
22,781
54,328
Assets
United States .......................................................................................................... $
International ...........................................................................................................
Total segment assets ............................................................................................. $
353,084
43,474
396,558
Reconciliation of segment assets to total assets
Total segment assets ............................................................................................... $
Investment in subsidiaries ......................................................................................
Intercompany receivables .......................................................................................
Total assets ........................................................................................................... $
396,558
(18,343)
(43,831)
334,384
Liabilities
United States .......................................................................................................... $
International ...........................................................................................................
Total segment liabilities ....................................................................................... $
24,180
40,053
64,233
Reconciliation of segment liabilities to total liabilities
Total segment liabilities ......................................................................................... $
Intercompany payables ...........................................................................................
Total liabilities ..................................................................................................... $
64,233
(33,270)
30,963
$
$
$
$
$
$
$
$
$
$
$
$
14,851
4,311
19,162
55,260
25,061
80,321
424,479
44,558
469,037
469,037
(18,344)
(46,114)
404,579
37,838
46,678
84,516
84,516
(38,943)
45,573
F-27
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has 2,000,000 shares of preferred stock, $0.01 par value, authorized for issuance. The Board of
Directors may issue the preferred stock from time to time as shares of one or more classes or series.
Common Stock
The Company has 30,000,000 shares of common stock, $0.01 par value, authorized for issuance. Dividends
may be declared and paid on the common stock, subject in all cases to the rights and preferences of the holders of
preferred stock and authorization by the Board of Directors. In the event of liquidation or winding up of the
Company and after the payment of all preferential amounts required to be paid to the holders of any series of
preferred stock, any remaining funds shall be distributed among the holders of the issued and outstanding common
stock.
14. NET INCOME PER SHARE
The following table sets forth the calculation of basic and diluted net income per share (in thousands except per
share data):
Numerator:
Year Ended December 31,
2008
2009
2007
Net income ......................................................................................... $ 15,951
$ 24,623
$ 18,693
Denominator:
Denominator for basic net income per share weighted-
average outstanding shares .............................................................
19,044
19,372
19,780
Effect of dilutive securities:
Stock options and restricted stock ......................................................
Denominator for diluted net income per share weighted-
360
178
145
average outstanding shares .............................................................
19,404
19,550
19,925
Net income per share basic ............................................................... $
Net income per share diluted ............................................................. $
0.84
0.82
$
$
1.27
1.26
$
$
0.95
0.94
Stock options to purchase approximately 80,400, 250,200 and 483,800 shares were outstanding as of December
31, 2007, 2008 and 2009, respectively, but were not included in the computation of diluted earnings per share
because the exercise price of the stock options was greater than the average share price of the common shares and,
therefore, the effect would have been anti-dilutive.
F-28
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. EMPLOYEE BENEFIT PLANS
Stock Incentive Plans
In June 1998, the Company’s Board of Directors adopted the 1998 Stock Incentive Plan (as amended, the “1998
Plan”) prior to consummation of the Company’s initial public offering. In April 2007, the Company’s Board of
Directors adopted the CoStar Group, Inc. 2007 Stock Incentive Plan (as amended, the “2007 Plan”), subject to
stockholder approval, which was obtained on June 7, 2007. All shares of common stock that were authorized for
issuance under the 1998 Plan that, as of June 7, 2007, remained available for issuance under the 1998 Plan
(excluding shares subject to outstanding awards) were rolled into the 2007 Plan and, as of that date, no shares of
common stock were available under the 1998 Plan. The 1998 Plan continues to govern unexercised and unexpired
awards issued under the 1998 Plan prior to June 7, 2007. The 1998 Plan provides for the grant of stock and stock
options to officers, directors and employees of the Company and its subsidiaries. Stock options granted under the
1998 Plan might be incentive or non-qualified. The exercise price for an incentive stock option may not be less than
the fair market value of the Company’s common stock on the date of grant. The vesting period of the options and
restricted stock grants is determined by the Board of Directors and is generally three to four years. Upon the
occurrence of a Change of Control, as defined in the 1998 Plan, all outstanding unexercisable options and restricted
stock grants under the 1998 Plan immediately become exercisable.
The 2007 Plan provides for the grant of stock options, restricted stock, restricted stock units, and stock
appreciation rights to officers, employees, directors and consultants of the Company and its subsidiaries. Stock
options granted under the 2007 Plan may be non-qualified or may qualify as incentive stock options. Except in
limited circumstances related to a merger or other acquisition, the exercise price for an option may not be less than
the fair market value of the Company’s common stock on the date of grant. The vesting period for each grant of
options, restricted stock, restricted stock units and stock appreciation rights under the 2007 Plan is determined by the
Board of Directors and is generally three to four years, subject to minimum vesting periods for restricted stock and
restricted stock units of at least one year. The Company has reserved the following shares of common stock for
issuance under the 2007 Plan: (a) 1,000,000 shares of common stock, plus (b) 121,875 shares of common stock that
were authorized for issuance under the 1998 Plan that, as of June 7, 2007, remained available for issuance under the
1998 Plan (not including any Shares that were subject as of such date to outstanding awards under the 1998 Plan),
and (c) any shares of common stock subject to outstanding awards under the 1998 Plan as of June 7, 2007 that on or
after such date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of
the awards to the extent they are exercised for or settled in vested and nonforfeitable shares). Unless terminated
sooner, the 2007 Plan will terminate in April 2017, but will continue to govern unexercised and unexpired awards
issued under the 2007 Plan prior to that date. Approximately 880,000 and 430,000 shares were available for future
grant under the 2007 Plan as of December 31, 2008 and 2009, respectively.
F-29
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. EMPLOYEE BENEFIT PLANS (CONTINUED)
Stock Incentive Plans (Continued)
Option activity was as follows:
Number of
Shares
Range of
Exercise Price
Weighted-
Average
Remaining
Contract
Life (in
years)
Weighted-
Average
Exercise
Price
Aggregate
Intrinsic
Value
(in thousands)
Outstanding at December 31, 2006 ...............
1,274,477
$ 9.00 - $52.13
Granted .................................................... 7,000 $48.25 - $54.12
(288,757) $ 9.00 - $45.18
Exercised .................................................
(24,875) $21.28 - $51.92
Canceled or expired .................................
Outstanding at December 31, 2007 ...............
967,845
$16.20 - $54.12
Granted .................................................... 93,900 $43.99 - $55.07
(198,434) $17.77 - $45.18
Exercised .................................................
(47,725) $39.00 - $52.13
Canceled or expired .................................
Outstanding at December 31, 2008 ...............
Granted ....................................................
Exercised .................................................
Canceled or expired .................................
815,586
267,756 $25.00 - $40.13
(85,228) $17.35 - $36.38
(44,818) $30.06 - $46.81
$16.20 - $55.07
$32.23
$50.77
$28.16
$44.82
$33.25
$45.76
$33.05
$46.36
$33.98
$31.05
$26.20
$39.40
Outstanding at December 31, 2009 ...............
953,296
$16.20 - $55.07
$33.60
5.54
$9,119
Exercisable at December 31, 2007 ................
826,782
$16.20 - $52.13
$31.07
Exercisable at December 31, 2008 ................
701,975
$16.20 - $54.12
$31.84
Exercisable at December 31, 2009 ................
650,063
$16.20 - $55.07
$33.60
3.87
$6,376
The aggregate intrinsic value is calculated as the difference between (i) the closing price of the common stock at
December 31, 2007, 2008 and 2009 and (ii) the exercise prices of the underlying awards, multiplied by the shares
underlying options as of December 31, 2007, 2008 and 2009, that had an exercise price less than the closing price on
that date. Options to purchase 288,757, 198,434, and 85,228 shares were exercised for the years ended December
31, 2007, 2008, and 2009, respectively. The aggregate intrinsic value of options exercised, determined as of the date
of option exercise, was $7.5 million, $3.4 million and $1.2 million, respectively.
At December 31, 2009, there was $11.3 million of unrecognized compensation cost related to stock-based
payments, net of forfeitures, which is expected to be recognized over a weighted-average-period of 2.2 years.
The weighted-average grant date fair value of each option granted during the years ended December 2007, 2008
and 2009 was $32.70, $27.81and $12.72, respectively.
F-30
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. EMPLOYEE BENEFIT PLANS (CONTINUED)
Stock Incentive Plans (Continued)
The Company estimated the fair value of each option granted on the date of grant using the Black-Scholes
option-pricing model, using the assumptions noted in the following table:
Year Ended December 31,
2008
2009
2007
Dividend yield ........................................................................................ 0%
Expected volatility ................................................................................. 61%
Risk-free interest rate ............................................................................. 4.7%
Expected life (in years) .......................................................................... 5
0%
59%
3.0%
5
0%
43%
2.2%
3
The assumptions above and the estimation of expected forfeitures are based on multiple facts, including
historical employee behavior patterns of exercising options and post-employment termination behavior, expected
future employee option exercise patterns, and the historical volatility of the Company’s stock price.
The following table summarizes information regarding options outstanding at December 31, 2009:
Options Outstanding
Options Exercisable
Range of
Exercise Price
$16.20 - $20.30
$20.60 - $24.88
$25.00 - $25.00
$25.01 - $30.06
$30.75 - $37.42
$38.63 - $39.53
$39.81 - $43.99
$44.06 - $51.92
$54.12 - $54.12
$55.07 - $55.07
$16.20 - $55.07
Number of
Shares
146,522
44,000
133,600
139,516
108,276
106,057
106,375
150,950
3,000
15,000
953,296
Weighted-Average
Remaining
Contractual Life
(in years)
2.13
2.33
9.16
3.26
8.93
4.00
7.31
5.74
7.42
8.67
5.54
Weighted-
Average
Exercise Price
$18.85
$23.13
$25.00
$28.71
$36.62
$39.10
$43.00
$47.89
$54.12
$55.07
$33.60
Number of
Shares
146,522
44,000
0
139,516
7,063
106,057
50,289
149,616
2,000
5,000
650,063
Weighted-
Average
Exercise Price
$18.85
$23.13
$0.00
$28.71
$31.86
$39.10
$42.56
$47.88
$54.12
$55.07
$33.60
The following table presents unvested restricted stock awards activity for the year ended December 31, 2009:
Number
of
Shares
Unvested restricted stock at December 31, 2008 ......................................... 273,353
Granted ................................................................................................... 236,661
Vested .....................................................................................................
Canceled .................................................................................................
(67,433)
(23,234)
Unvested restricted stock at December 31, 2009 ......................................... 419,347
Weighted-Average
Grant Date
Fair Value per Share
$49.12
$29.43
$45.52
$34.33
$39.40
F-31
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. EMPLOYEE BENEFIT PLANS (CONTINUED)
Employee 401(k) Plan
The Company maintains a 401(k) Plan (the “401(k)”) as a defined contribution retirement plan for all eligible
employees. The 401(k) provides for tax-deferred contributions of employees’ salaries, limited to a maximum annual
amount as established by the Internal Revenue Service. In 2007and 2008, the Company matched 100% of employee
contributions up to a maximum of 6% of total compensation. In 2009, the Company matched 50% of employee
contributions up to a maximum of 6% of total compensation. Amounts contributed to the 401(k) by the Company to
match employee contributions for the years ended December 31, 2007, 2008 and 2009 were approximately $2.3
million, $2.6 million and $1.4 million, respectively. The Company paid administrative expenses in connection with
the 401(k) plan of approximately $22,000, $28,000 and $0 for the years ended December 31, 2007, 2008 and 2009,
respectively.
Employee Pension Plan
The Company maintains a company personal pension plan for all eligible employees in the Company’s London,
England office. The plan is a defined contribution plan. Employees are eligible to contribute a portion of their
salaries, subject to a maximum annual amount as established by the Inland Revenue. The Company contributes a
match subject to the percentage of the employees’ contribution. Amounts contributed to the plan by the Company to
match employee contributions for the years ended December 31, 2007, 2008 and 2009 were approximately
$281,000, $265,000 and $130,000, respectively.
Employee Stock Purchase Plan
As of August 1, 2006, the Company introduced an Employee Stock Purchase Plan (“ESPP”), pursuant to which
eligible employees participating in the plan authorize the Company to withhold from the employees’ compensation
and use the withheld amounts to purchase shares of the Company's common stock at 90% of the market price.
Participating employees are able to purchase common stock under this plan during the offering period. The offering
period begins the second Saturday before each of the Company’s regular pay dates and ends on each of the
Company’s regular pay dates. There were 78,840 and 72,237 shares available for purchase under the plan as of
December 31, 2008 and 2009, respectively and approximately 7,400 and 6,600 shares of the Company’s common
stock were purchased during 2008 and 2009, respectively.
16. RELATED PARTY TRANSACTIONS
In April 2009, the Company entered into an engagement with ghSMART & Company, Inc. (“ghSMART”), a
management consulting firm, to evaluate the Company’s sales force senior management and provide guidance with
respect to hiring and recruiting best practices for the Company’s sales force. Randy Street, a Partner of ghSMART,
is the brother-in-law of the Company’s Chief Executive Officer. Mr. Street has acted and will continue to act as the
senior client manager on this project. He has a less than 0.5 percent equity stake in ghSMART. Mr. Street is paid 25
percent of the amounts paid by the Company pursuant to the engagement. Pursuant to the engagement, the Company
paid ghSMART approximately $202,000 plus expenses. The Audit Committee reviewed and approved the
engagement with ghSMART prior to commencement of the engagement. In October 2009, the Audit Committee
reviewed and approved phase II of the engagement for an additional amount of approximately $255,000 plus
expenses. Mr. Street will act in the same capacity during phase II and receive the same percentage compensation for
this portion of the engagement. The Company may enter into additional engagements with ghSMART in the future.
F-32
COSTAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
17. SUBSEQUENT EVENTS
In February 2010, the Company purchased a 169,429 square-foot LEED Gold certified office building located
at 1331 L Street, NW in downtown Washington, D.C. together with the tenancy in the underlying ground lease for
the property for a purchase price of $41.25 million in cash. This facility will be used primarily by the Company’s
U.S. segment. The Company intends to begin relocating its Bethesda-based employees and infrastructure to the new
building starting in the second quarter of 2010. The Company currently expects to complete its relocation by
October 2010 and allow the lease of its Bethesda property to expire.
In February 2010, the Company assumed the ground lease for the parcel of land under a building purchased in
Washington, D.C. The lease, which expires February 29, 2088, requires the payment of minimum annual rent of
$778,000 through February 29, 2012, then $918,040 annually to February 29, 2024. Thereafter, the minimum rate is
adjusted to fair market value, as defined in the lease, once every 7 years.
Subsequent events have been evaluated through February 25, 2010, the date these financial statements were
issued.
F-33
SUBSIDIARIES OF THE REGISTRANT
EXHIBIT 21.1
a) CoStar Realty Information, Inc., a Delaware corporation
b) CoStar Limited, a U.K. company
c) CoStar U.K. Limited, a U.K. company
d) Property Investment Exchange Limited, a U.K. company
e) Grecam S.A.S., a France Societée par Actions Simplifiée
f) Property and Portfolio Research, Inc., a Delaware corporation
g) Property and Portfolio Research Ltd., a U.K. company
h) Resolve Technology, Inc., a Delaware corporation
i) 1331 L Street Holdings, LLC, a Delaware limited liability company
Consent of Independent Registered Public Accounting Firm
EXHIBIT 23.1
We consent to the incorporation by reference in the following Registration Statements of CoStar Group, Inc.
and in the related Prospectuses:
(1) Registration Statement Number 333-82599 on Form S-8
(2) Registration Statement Number 333-92165 on Form S-8
(3) Registration Statement Number 333-45770 on Form S-8
(4) Registration Statement Number 333-69548 on Form S-8
(5) Registration Statement Number 333-135709 on Form S-8
(6) Registration Statement Number 333-143968 on Form S-8
of our reports dated February 25, 2010, with respect to the consolidated financial statements of CoStar Group, Inc.,
incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2009, and the
financial statement schedule of CoStar Group, Inc., and the effectiveness of internal control over financial reporting
of CoStar Group, Inc included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
February 25, 2010
EXHIBIT 31.1
CERTIFICATION
I, Andrew C. Florance, certify that:
1. I have reviewed this annual report on Form 10-K of CoStar Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: February 25, 2010
By:
/s/ Andrew C. Florance
Andrew C. Florance
Chief Executive Officer
(Principal Executive Officer and
Duly Authorized Officer)
EXHIBIT 31.2
CERTIFICATION
I, Brian J. Radecki, certify that:
1. I have reviewed this annual report on Form 10-K of CoStar Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: February 25, 2010
By:
/s/ Brian J. Radecki
Brian J. Radecki
Chief Financial Officer
(Principal Financial and Accounting
Officer and Duly Authorized Officer)
EXHIBIT 32.1
CoStar Group, Inc.
2 Bethesda Metro Center, 10th floor
Bethesda, MD 20814
February 25, 2010
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Re: Certification Of Principal Executive Officer Pursuant To 18 U.S.C. Sec. 1350
Dear Ladies and Gentlemen:
In connection with the accompanying Annual Report on Form 10-K of CoStar Group, Inc., for the year ended
December 31, 2009, I, Andrew C. Florance, Chief Executive Officer of CoStar Group, Inc., hereby certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1) such Annual Report on Form 10-K of CoStar Group, Inc., for the year ended December 31, 2009, fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m or
78o (d)); and
2) the information contained in such Annual Report on Form 10-K of CoStar Group, Inc., for the year ended
December 31, 2009, fairly presents, in all material respects, the financial condition and results of operations of
CoStar Group, Inc.
By:
/s/ Andrew C. Florance
Andrew C. Florance
Chief Executive Officer
(Principal Executive Officer and
Duly Authorized Officer)
A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to CoStar Group, Inc. and will be retained by CoStar
Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
In accordance with Item 601 of Regulation S-K, this certification is being “furnished” as Exhibit 32.1 to CoStar
Group, Inc.’s annual report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
EXHIBIT 32.2
CoStar Group, Inc.
2 Bethesda Metro Center, 10th floor
Bethesda, MD 20814
February 25, 2010
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Re: Certification Of Principal Financial Officer Pursuant To 18 U.S.C. Sec. 1350
Dear Ladies and Gentlemen:
In connection with the accompanying Annual Report on Form 10-K of CoStar Group, Inc., for the year ended
December 31, 2009, I, Brian J. Radecki, Chief Financial Officer of CoStar Group, Inc., hereby certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1) such Annual Report on Form 10-K of CoStar Group, Inc., for the year ended December 31, 2009, fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
78o (d)); and
2) the information contained in such Annual Report on Form 10-K of CoStar Group, Inc., for the year ended
December 31, 2009, fairly presents, in all material respects, the financial condition and results of operations of
CoStar Group, Inc.
By:
/s/ Brian J. Radecki
Brian J. Radecki
Chief Financial Officer
(Principal Financial and Accounting
Officer and Duly Authorized Officer)
A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to CoStar Group, Inc. and will be retained by CoStar
Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
In accordance with Item 601 of Regulation S-K, this certification is being “furnished” as Exhibit 32.2 to CoStar
Group, Inc.’s annual report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Michael R. Klein
Andrew C. Florance*
David Bonderman
Michael J. Glosserman
Warren H. Haber
Josiah O. Low, III
Christopher J. Nassetta
Brian J. Radecki*
John L. Stanfill*
Jennifer L. Kitchen*
Paul Marples*
Frank A. Carchedi
Jonathan M. Coleman
Simon A. Durkin
Craig S. Farrington
Craig F. Gomez
Susan E. Jeffress
Daniel M. Kimball
Frank A. Simuro
Dean L. Violagis
BoaRD oF DIReCToRS
ManaGeMenT TeaM
Michael R. Klein
Chairman of the Board, CoStar Group, Inc.
and Chairman of the Board of
The Sunlight Foundation
andrew C. Florance*
President & Chief Executive Officer
Craig F. Gomez
Chief Human Resources Officer
Brian J. Radecki*
Chief Financial Officer
Susan e. Jeffress
Vice President, Customer Service
andrew C. Florance*
President & Chief Executive Officer,
CoStar Group, Inc.
David Bonderman
Founding Partner, TPG Capital, L.P.
Michael J. Glosserman
Managing Partner
The JBG Companies
John l. Stanfill*
Senior Vice President, Sales &
Customer Service
Jennifer l. Kitchen*
Senior Vice President, Research
Paul Marples*
Managing Director, CoStar UK Limited
Daniel M. Kimball
Vice President, Marketing
Frank a. Simuro
Chief Information Officer
Dean l. violagis
Vice President, Research
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*
Warren h. haber
Chairman of the Board & Chief
Executive Officer, Founders Equity Inc.
Frank a. Carchedi
Senior Vice President,
Corporate Development
Josiah o. low, III
Senior Advisor, Catterton Partners L.P.
Jonathan M. Coleman
General Counsel & Secretary
Christopher J. nassetta
President & Chief Executive Officer,
Hilton Worldwide
Simon a. Durkin
Director of Analytics,
CoStar UK Limited
Craig S. Farrington
Vice President, Research
This report contains “forward-looking statements,”
including, without limitation, statements regarding
CoStar’s expectations, beliefs, intentions or strate-
gies regarding the future. These statements are
subject to many risks and uncertainties that could
cause actual results to differ materially from these
statements. Please review the section entitled “Risk
Factors” in CoStar’s Form 10-K for the year ended
December 31, 2009 for potential factors that could
cause actual results to differ materially from these
forward-looking statements. All forward-looking
statements are based on information available to
CoStar on the date of this report, and we assume no
obligation to update such statements.
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CoSTaR GRoUP, InC
1331 L Street, NW
Washington DC, 20005
1.800.811.4798
www.costar.com
©2010 COSTAR GROUP, INC.