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ACQUISITIONS
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS ACQUISITIONS
Domain
On May 9, 2025, the Company entered into the Domain SID to acquire 100% of the issued capital of Domain not previously acquired by the Company by way of Scheme of Arrangement. Pursuant to the Domain SID, Domain shareholders will be entitled to receive total cash consideration of A$4.43 per Domain ordinary share, less any special dividend declared and paid by Domain after May 9, 2025, subject to all applicable conditions being satisfied (or waived) and the scheme being implemented. The Company expects to spend approximately A$2.4 billion ($1.5 billion) to acquire the remaining approximately 83% of Domain’s ordinary shares upon consummation of the Domain Transaction. The Domain Transaction remains subject to a number of conditions, including Domain shareholder approval, Australian Foreign Investment Review Board approval, as well as other customary conditions. Accordingly, there is no guarantee that the Domain Transaction will be completed.
Matterport
On February 28, 2025, the Company completed the Matterport Acquisition. Matterport is a leader in the digitization and datafication of the built world. Matterport’s pioneering technology has set the standard for digitizing, accessing and managing buildings, spaces, and places online. Matterport’s platform, comprised of innovative software, spatial data-driven data science, and 3D capture technology, has broken down the barriers that have kept the largest asset class in the world, buildings and physical spaces, offline and underutilized for so long. The Company intends to integrate Matterport's 3D digital twin
technology with its information service products and online marketplaces to allow buyers, sellers, and renters to explore properties with greater depth and insight.
Pursuant to the terms and conditions of the Matterport Merger Agreement, the Company acquired Matterport, with each share of Matterport Common Stock outstanding immediately prior to the closing of the Matterport Acquisition exchanged for (i) 0.03552 of a CoStar Group Share, the Matterport Merger Exchange Ratio, and (ii) $2.75 in cash (the "Matterport Acquisition Consideration"), with fractional shares of CoStar Group Shares paid in cash.
As part of the Matterport Acquisition, the Company issued certain rollover equity awards to the employees of Matterport, which included approximately 2.3 million shares of restricted stock units and approximately 1.8 million stock option awards. The total fair value of the rollover equity awards was $272.6 million, of which the portion attributable to services performed prior to the acquisition date was allocated to purchase consideration. The remaining fair value was allocated to future services and will be expensed over the remaining service periods as share-based compensation.
The total purchase consideration for the Matterport Acquisition was $1.9 billion, which consisted of the following (in millions):
Amount
Cash$902.1 
CoStar Group Shares (11.7 million shares)
881.2 
Fair value of rollover awards143.8 
Total$1,927.1 
The following table summarizes the amounts recorded for acquired assets and assumed liabilities recorded at their fair value as of the closing date of the Matterport Acquisition (in millions):
Preliminary: February 28, 2025Measurement Period Adjustments
Updated Preliminary: February 28, 2025
Cash and cash equivalents$55.1 $— $55.1 
Restricted cash97.0 — 97.0 
Accounts receivable13.3 0.4 13.7 
Available for sale investments203.7 — 203.7 
Deferred tax assets, net of valuation allowance24.6 0.5 25.1 
Goodwill1,136.4 1.0 1,137.4 
Intangible assets527.0 — 527.0 
Deferred revenue(32.1)— (32.1)
Litigation accrual(95.0)(1.7)(96.7)
Other assets and (liabilities), net(2.9)(0.2)(3.1)
Fair value of identifiable net assets acquired$1,927.1 $— $1,927.1 
Generally, the net assets of Matterport were recorded at their estimated fair values. In valuing the acquired assets and assumed liabilities, fair value estimates were based primarily on future expected cash flows, market rate assumptions for contractual obligations, and appropriate discount rates. The key assumptions used in the valuation include discount rates, royalty rates, projected revenue growth rates, customer attrition rates, and profit margins.
The purchase price allocation is preliminary and subject to change during the measurement period as additional information is obtained about the facts and circumstances that existed at closing. Any material adjustments to provisional amounts identified during the measurement period will be recognized and disclosed in the reporting period in which the adjustment amounts are determined. The primary areas that remain subject to additional information is the Company's assessment of certain tax matters;
contingencies, including those discussed in Note 12, Commitments and Contingencies; and fair value assessment of certain acquired intangibles.
The following table summarizes the fair values (in millions) of the identifiable intangible assets acquired in the Matterport Acquisition included in the Company's North America operating segment, their related estimated useful lives (in years), and their respective amortization methods:
Estimated Fair ValueEstimated Useful LifeAmortization Method
Developed technology$295.0 9Straight-line
Customer relationships140.0 5Accelerated
Trade names92.0 15Straight-line
Total intangible assets$527.0 
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the Matterport Acquisition includes but is not limited to: (i) the expected synergies and other benefits that the Company believes will result from combining Matterport's operations with the Company's operations and (ii) any intangible assets that do not qualify for separate recognition, such as the assembled workforce. The $1.1 billion of goodwill recorded as part of the Matterport Acquisition is associated with the Company's North America operating segment, of which none is expected to be deductible for income tax purposes. Transaction costs associated with the Matterport Acquisition were $17.6 million during the six months ended June 30, 2025, and consist primarily of legal, accounting, and other professional service costs. These costs are included within general and administrative expenses on the condensed consolidated statements of operations.
Visual Lease
In November 2024, CoStar acquired Visual Lease for total consideration of $276.0 million, in accordance with the terms under the Visual Lease Merger Agreement. Visual Lease is the operator of a SaaS platform for integrated lease management and lease accounting.
The following table summarizes the amounts recorded for acquired assets and assumed liabilities recorded at their fair value as of the closing date of the acquisition (in millions):
Preliminary: November 1, 2024Measurement Period Adjustments
Updated Preliminary: November 1, 2024
Cash and cash equivalents$5.2 $— $5.2 
Accounts receivable4.2 — 4.2 
Deferred tax assets5.3 0.5 5.8 
Goodwill148.0 1.5 149.5 
Intangible assets135.9 — 135.9 
Deferred revenue(22.4)— (22.4)
Other assets and (liabilities), net(0.2)(2.0)(2.2)
Fair value of identifiable net assets acquired$276.0 $— $276.0 
The net assets of Visual Lease were recorded at their estimated fair values. In valuing the acquired assets and assumed liabilities, fair value estimates were based primarily on future expected cash flows, market rate assumptions for contractual obligations, and appropriate discount rates. The purchase price allocation is preliminary, subject primarily to the Company's assessment of certain tax matters and contingencies. The key assumptions used in the valuation include discount rates, projected revenue growth rates, customer attrition rates, and profit margins.
The following table summarizes the fair values (in millions) of the identifiable intangible assets acquired in the Visual Lease Acquisition included in the Company's North America operating segment, their related estimated useful lives (in years), and their respective amortization methods:
Estimated Fair ValueEstimated Useful LifeAmortization Method
Customer base$119.3 15Accelerated
Trade name1.3 5Straight-line
Software technology1.5 3 Straight-line
Database technology13.8 7.5 Straight-line
Total intangible assets$135.9 
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the Visual Lease Acquisition includes, but is not limited to: (i) the expected synergies and other benefits that the Company believes will result from (i) increasing anonymized leasing data in CoStar, (ii) combining its operations with CoStar Real Estate Manager's operations, and (iii) any intangible assets that do not qualify for separate recognition, such as the assembled workforce. The $149.5 million of goodwill recorded as part of the acquisition is associated with the Company's North America operating segment, of which $132.7 million is expected to be deductible for income tax purposes. Transaction costs associated with the Visual Lease Acquisition were $6.8 million.
Pro Forma Financial Information (unaudited)
The unaudited pro forma financial information presented below reflects the condensed consolidated results of operations of the Company assuming the Matterport Acquisition had taken place on January 1, 2024 and was as follows (in millions, except per share data):
Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
Revenue$781.3 $718.9 $1,539.0 $1,414.2 
Net income (loss)
$16.8 $(125.4)$(48.3)$(203.3)
Net income (loss) per share - basic
$0.04 $(0.30)$(0.12)$(0.49)
Net income (loss) per share - diluted
$0.04 $(0.30)$(0.12)$(0.49)
The material pro forma adjustments primarily consist of incremental amortization expense based on the preliminary fair value of the intangible assets acquired, increased compensation expense relating to the issuance of certain equity plans in connection with the Matterport Acquisition, accounting policy alignment adjustments, and the income tax impact of the aforementioned pro forma adjustments. The unaudited pro forma financial information has also been adjusted to reflect $17.6 million of acquisition-related costs incurred during the six months ended June 30, 2025 as having occurred on January 1, 2024.
The impact of the Matterport Acquisition on the Company's revenue was $44.0 million and $59.9 million for the three and six months ended June 30, 2025, respectively. The impact of the Matterport Acquisition on the Company's net income (loss) in the condensed consolidated statements of operations was a loss of $37.6 million and $50.8 million for the three and six months ended June 30, 2025, respectively.