Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40291 | |
Entity Registrant Name | COMPASS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 30-0751604 | |
Entity Address, Address Line One | 90 Fifth Avenue, 3rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | 212 | |
Local Phone Number | 913-9058 | |
Title of 12(g) Security | Class A Common Stock, $0.00001 par value per share | |
Trading Symbol | COMP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 432,154,572 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001563190 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 430.5 | $ 618.3 |
Accounts receivable, net of allowance of $7.4 and $7.1, respectively | 61.4 | 48.5 |
Compass Concierge receivables, net of allowance of $16.3 and $17.3, respectively | 58.2 | 32.9 |
Other current assets | 109.7 | 94.9 |
Total current assets | 659.8 | 794.6 |
Property and equipment, net | 188.6 | 157.4 |
Operating lease right-of-use assets | 493.6 | 484.7 |
Intangible assets, net | 115.9 | 127.2 |
Goodwill | 198.3 | 188.3 |
Other non-current assets | 59.2 | 48.4 |
Total assets | 1,715.4 | 1,800.6 |
Current liabilities | ||
Accounts payable | 43.5 | 34.6 |
Commissions payable | 95.9 | 63.9 |
Accrued expenses and other current liabilities | 191.3 | 240.9 |
Current lease liabilities | 87.7 | 81.5 |
Concierge credit facility | 30.4 | 16.2 |
Total current liabilities | 448.8 | 437.1 |
Non-current lease liabilities | 495.5 | 483 |
Other non-current liabilities | 15.3 | 32.9 |
Total liabilities | 959.6 | 953 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity | ||
Common stock, $0.00001 par value, 13,850,000,000 shares authorized at June 30, 2022 and December 31, 2021; 429,957,017 shares issued and outstanding at June 30, 2022; 409,267,751 shares issued and outstanding at December 31, 2021 | 0 | 0 |
Additional paid-in capital | 2,636.4 | 2,438.8 |
Accumulated deficit | (1,884.2) | (1,595) |
Total Compass, Inc. stockholders’ equity | 752.2 | 843.8 |
Non-controlling interest | 3.6 | 3.8 |
Total stockholders' equity | 755.8 | 847.6 |
Total liabilities and stockholders’ equity | $ 1,715.4 | $ 1,800.6 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss on accounts receivable current | $ 7.4 | $ 7.1 |
Allowance for credit loss on financing receivable current | $ 16.3 | $ 17.3 |
Common stock par or stated value per share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock shares authorized (in shares) | 13,850,000,000 | 13,850,000,000 |
Common stock shares issued (in shares) | 429,957,017 | 409,267,751 |
Common stock shares outstanding (in shares) | 429,957,017 | 409,267,751 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,020.1 | $ 1,951.4 | $ 3,417.1 | $ 3,065.3 |
Operating expenses: | ||||
Commissions and other related expense | 1,652.9 | 1,590.4 | 2,799.3 | 2,532.6 |
Sales and marketing | 154.9 | 124.3 | 299.9 | 235.6 |
Operations and support | 104.9 | 96.7 | 213.8 | 166.7 |
Research and development | 107.2 | 73.5 | 215.4 | 170.1 |
General and administrative | 55.2 | 59.4 | 110.5 | 152.3 |
Restructuring costs | 18.9 | 0 | 18.9 | 0 |
Depreciation and amortization | 25.4 | 14.9 | 44.1 | 28.4 |
Total operating expenses | 2,119.4 | 1,959.2 | 3,701.9 | 3,285.7 |
Loss from operations | (99.3) | (7.8) | (284.8) | (220.4) |
Investment income, net | 0.3 | 0 | 0.4 | 0 |
Interest expense | (0.7) | (0.6) | (1.4) | (1.1) |
Loss before income taxes and equity in loss of unconsolidated entity | (99.7) | (8.4) | (285.8) | (221.5) |
Benefit from income taxes | 1.5 | 1.3 | 1.4 | 2 |
Equity in loss of unconsolidated entity | (2.9) | 0 | (5) | 0 |
Net loss | (101.1) | (7.1) | (289.4) | (219.5) |
Net (income) loss attributable to non-controlling interests | (0.1) | 0 | 0.2 | 0 |
Net loss attributable to Compass, Inc. | $ (101.2) | $ (7.1) | $ (289.2) | $ (219.5) |
Net loss per share attributable to Compass, Inc., basic (in dollars per share) | $ (0.24) | $ (0.02) | $ (0.69) | $ (0.87) |
Net loss per share attributable to Compass, Inc., diluted (in dollars per share) | $ (0.24) | $ (0.02) | $ (0.69) | $ (0.87) |
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic (in shares) | 427,987,083 | 377,615,338 | 421,719,718 | 252,958,956 |
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., diluted (in shares) | 427,987,083 | 377,615,338 | 421,719,718 | 252,958,956 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) | Total | 2021 Agent Equity Program | Common Stock | Common Stock 2021 Agent Equity Program | Additional Paid-in Capital | Additional Paid-in Capital 2021 Agent Equity Program | Accumulated Deficit | Total Compass, Inc. Stockholders’ Equity (Deficit) | Total Compass, Inc. Stockholders’ Equity (Deficit) 2021 Agent Equity Program | Non-controlling Interest | Preferred Stock Convertible preferred stock |
Beginning balance (in shares) at Dec. 31, 2020 | 237,047,550 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 122,971,900 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ (862,900,000) | $ 238,000,000 | $ (1,100,900,000) | $ (862,900,000) | $ 0 | $ 1,486,700,000 | |||||
Net loss | (219,500,000) | (219,500,000) | (219,500,000) | ||||||||
Issuance of common stock in connection with acquisitions (in shares) | 855,740 | ||||||||||
Issuance of common stock in connection with acquisitions | 10,100,000 | 10,100,000 | 10,100,000 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 5,341,714 | ||||||||||
Issuance of common stock upon exercise of stock options | 11,200,000 | 11,200,000 | 11,200,000 | ||||||||
Vesting of early exercised stock options | 2,500,000 | 2,500,000 | 2,500,000 | ||||||||
Stock-based compensation | 208,700,000 | 208,700,000 | 208,700,000 | ||||||||
Conversion of Series D convertible preferred stock (in shares) | 15,920,450 | (15,920,450) | |||||||||
Conversion of Series D convertible preferred stock | 67,600,000 | 67,600,000 | 67,600,000 | $ (67,600,000) | |||||||
Conversion of convertible preferred stock in connection with the initial public offering (in shares) | 223,033,725 | (221,127,100) | |||||||||
Conversion of convertible preferred stock in connection with the initial public offering | 1,419,100,000 | 1,419,100,000 | 1,419,100,000 | $ (1,419,100,000) | |||||||
Issuance of common stock in connection with the initial public offering, net of offering costs (in shares) | 26,296,438 | ||||||||||
Issuance of common stock in connection with the initial public offering, offering cost | 438,700,000 | 438,700,000 | 438,700,000 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 394,419,967 | ||||||||||
Ending balance at Jun. 30, 2021 | 1,075,500,000 | 2,395,900,000 | (1,320,400,000) | 1,075,500,000 | 0 | $ 0 | |||||
Beginning balance (in shares) at Mar. 31, 2021 | 221,127,100 | ||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 143,852,070 | ||||||||||
Beginning balance at Mar. 31, 2021 | (827,300,000) | 486,000,000 | (1,313,300,000) | (827,300,000) | $ 1,419,100,000 | ||||||
Net loss | (7,100,000) | (7,100,000) | (7,100,000) | ||||||||
Issuance of common stock in connection with acquisitions (in shares) | 606,510 | ||||||||||
Issuance of common stock in connection with acquisitions | 5,800,000 | 5,800,000 | 5,800,000 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 631,224 | ||||||||||
Issuance of common stock upon exercise of stock options | 1,300,000 | 1,300,000 | 1,300,000 | ||||||||
Vesting of early exercised stock options | 1,300,000 | 1,300,000 | 1,300,000 | ||||||||
Stock-based compensation | 43,700,000 | 43,700,000 | 43,700,000 | ||||||||
Conversion of convertible preferred stock in connection with the initial public offering (in shares) | 223,033,725 | (221,127,100) | |||||||||
Conversion of convertible preferred stock in connection with the initial public offering | 1,419,100,000 | 1,419,100,000 | 1,419,100,000 | $ (1,419,100,000) | |||||||
Issuance of common stock in connection with the initial public offering, net of offering costs (in shares) | 26,296,438 | ||||||||||
Issuance of common stock in connection with the initial public offering, offering cost | 438,700,000 | 438,700,000 | 438,700,000 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 394,419,967 | ||||||||||
Ending balance at Jun. 30, 2021 | $ 1,075,500,000 | 2,395,900,000 | (1,320,400,000) | 1,075,500,000 | 0 | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 409,267,751 | 409,267,751 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 847,600,000 | 2,438,800,000 | (1,595,000,000) | 843,800,000 | 3,800,000 | ||||||
Net loss | (289,400,000) | (289,200,000) | (289,200,000) | (200,000) | |||||||
Issuance of common stock in connection with acquisitions (in shares) | 123,852 | ||||||||||
Issuance of common stock in connection with acquisitions | $ 800,000 | 800,000 | 800,000 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 3,532,188 | 3,532,188 | |||||||||
Issuance of common stock upon exercise of stock options | $ 7,700,000 | 7,700,000 | 7,700,000 | ||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld (in shares) | 3,424,330 | ||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld | (13,800,000) | (13,800,000) | (13,800,000) | ||||||||
Vesting of early exercised stock options | 2,200,000 | 2,200,000 | 2,200,000 | ||||||||
Issuance of common stock in connection with the 2021 Agent Equity Program (in shares) | 13,608,896 | ||||||||||
Issuance of common stock in connection with the 2021 Agent Equity Program | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | ||||||||
Stock-based compensation | $ 100,700,000 | 100,700,000 | 100,700,000 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 429,957,017 | 429,957,017 | |||||||||
Ending balance at Jun. 30, 2022 | $ 755,800,000 | 2,636,400,000 | (1,884,200,000) | 752,200,000 | 3,600,000 | ||||||
Beginning balance (in shares) at Mar. 31, 2022 | 426,965,766 | ||||||||||
Beginning balance at Mar. 31, 2022 | 805,500,000 | 2,585,000,000 | (1,783,000,000) | 802,000,000 | 3,500,000 | ||||||
Net loss | (101,100,000) | (101,200,000) | (101,200,000) | 100,000 | |||||||
Issuance of common stock in connection with acquisitions (in shares) | 123,852 | ||||||||||
Issuance of common stock in connection with acquisitions | 800,000 | 800,000 | 800,000 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 937,599 | ||||||||||
Issuance of common stock upon exercise of stock options | 2,200,000 | 2,200,000 | 2,200,000 | ||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld (in shares) | 1,929,800 | ||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld | (6,400,000) | (6,400,000) | (6,400,000) | ||||||||
Vesting of early exercised stock options | 1,100,000 | 1,100,000 | 1,100,000 | ||||||||
Stock-based compensation | $ 53,700,000 | 53,700,000 | 53,700,000 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 429,957,017 | 429,957,017 | |||||||||
Ending balance at Jun. 30, 2022 | $ 755,800,000 | $ 2,636,400,000 | $ (1,884,200,000) | $ 752,200,000 | $ 3,600,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating Activities | ||
Net loss | $ (289.4) | $ (219.5) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 44.1 | 28.4 |
Stock-based compensation | 123 | 221.8 |
Equity in loss of unconsolidated entity | 5 | 0 |
Change in acquisition related contingent consideration | (0.3) | (0.5) |
Bad debt expense | 3.4 | 6.2 |
Amortization of debt issuance costs | 0.5 | 0.6 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (14.5) | (10.4) |
Compass Concierge receivables | (26.9) | (3.3) |
Other current assets | (15) | (18.2) |
Other non-current assets | (3.3) | (10.8) |
Operating lease right-of-use assets and operating lease liabilities | 3.9 | 2 |
Accounts payable | 10.6 | (5.6) |
Commissions payable | 31.9 | 27.8 |
Accrued expenses and other liabilities | 6.7 | 25.6 |
Net cash (used in) provided by operating activities | (120.3) | 44.1 |
Investing Activities | ||
Investment in unconsolidated entity | (12.5) | 0 |
Capital expenditures | (41.4) | (20.1) |
Payments for acquisitions, net of cash acquired | (15) | (103.8) |
Net cash used in investing activities | (68.9) | (123.9) |
Financing Activities | ||
Proceeds from exercise and early exercise of stock options | 7.7 | 16.2 |
Taxes paid related to net share settlement of equity awards | (13.8) | 0 |
Proceeds from drawdowns on Concierge credit facility | 26.7 | 15.5 |
Repayments of drawdowns on Concierge credit facility | (12.5) | (12.8) |
Payments related to acquisitions, including contingent consideration | (6.7) | (6.7) |
Payments of debt issuance costs for credit facilities | 0 | (1.4) |
Proceeds from issuance of common stock upon initial public offering, net of offering costs | 0 | 439.6 |
Net cash provided by financing activities | 1.4 | 450.4 |
Net (decrease) increase in cash and cash equivalents | (187.8) | 370.6 |
Cash and cash equivalents at beginning of period | 618.3 | 440.1 |
Cash and cash equivalents at end of period | 430.5 | 810.7 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0.9 | 0.5 |
Supplemental non-cash information: | ||
Issuance of common stock for acquisitions | 0.8 | 10.1 |
Conversion of convertible preferred stock in connection with initial public offering | 0 | 1,419.1 |
Conversion of Series D convertible preferred stock | $ 0 | $ 67.6 |
Business and Basis of Presentat
Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Basis of Presentation | 1. Business and Basis of Presentation Description of the Business Compass, Inc. (the “Company”) was incorporated in Delaware on October 4, 2012 under the name Urban Compass, Inc. On January 8, 2021, the board of directors approved a change to the Company’s name from Urban Compass, Inc. to Compass, Inc. The Company provides an end-to-end platform that empowers its residential real estate agents to deliver exceptional service to seller and buyer clients. The Company’s platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service and other critical functionality, all custom-built for the real estate industry, which enables the Company’s core brokerage services. The platform also uses proprietary data, analytics, artificial intelligence, and machine learning to deliver high value recommendations and outcomes for Compass agents and their clients. The Company’s agents are independent contractors who affiliate their real estate licenses with the Company, operating their businesses on the Company’s platform and under the Compass brand. The Company generates revenue from clients through its agents by assisting home sellers and buyers in listing, marketing, selling and finding homes as well as through the provision of services adjacent to the transaction, like title and escrow services, which comprise a smaller portion of the Company’s revenue to date. The Company currently generates substantially all of its revenue from commissions paid by clients at the time that a home is transacted. Initial Public Offering On April 6, 2021, the Company completed its initial public offering (“IPO”) and the Company’s Class A common stock began trading on the New York Stock Exchange on April 1, 2021 under the symbol “COMP”. In connection with the IPO, the Company issued and sold 26.3 million shares of its common stock at a public offering price of $18.00 per share. The Company received aggregate proceeds of $438.7 million from the IPO, net of the underwriting discount and offering costs of approximately $11.0 million (of which $0.9 million were paid in 2020). Offering costs, including the legal, accounting, printing and other IPO-related costs have been recorded in Additional paid-in capital against the proceeds from the offering. During April 2021, also in connection with the IPO, all series of the Company’s convertible preferred stock then outstanding were converted into 223.0 million shares of common stock and the Company reclassified $1.4 billion of Convertible preferred stock to Additional paid-in-capital. On March 31, 2021, in connection with the effectiveness of the Company’s IPO registration statement, the Company recognized $148.5 million in stock-based compensation expense for (i) certain RSUs that contained both service-based and liquidity event-based vesting conditions as the liquidity event-based vesting condition was satisfied upon effectiveness of the registration statement and (ii) certain stock options and RSU awards with service, performance and market-based vesting conditions that include stock price targets to be met after the listing of the Company’s stock on a public exchange. Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of all controlled subsidiaries. The condensed consolidated statements of operations include the results of entities acquired from the date of each respective acquisition. Interests held by third parties in consolidated subsidiaries are presented as non-controlling interests, which represents the non-controlling stockholders’ interests in the underlying net assets of the Company’s consolidated subsidiaries. For entities where the Company does not have a controlling interest (financial or operating), the investments in such entities are accounted for using the equity method. The Company applies the equity method of accounting when it has the ability to exercise significant influence over the operating and financial policies of an investee. The Company measures all other investments at fair value with changes in fair value recognized in net income or in the case that an equity investment does not have readily determinable fair values, at cost minus impairment (if any) plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. The unaudited interim condensed consolidated financial statements and related disclosures have been prepared by management on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary for a fair statement of the interim periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting periods covered by the condensed consolidated financial statements and accompanying notes. These judgments, estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and stock awards, (ii) fair value of acquired intangible assets and goodwill, (iii) fair value of contingent consideration arrangements in connection with business combinations, (iv) incremental borrowing rate used for the Company’s operating leases, (v) useful lives of long-lived assets, (vi) impairment of intangible assets and goodwill, (vii) allowance for Compass Concierge receivables and (viii) income taxes and certain deferred tax assets. The Company determines its estimates and judgments based on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates and these differences may be material. Business Combinations Business combinations are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the condensed consolidated statements of operations. Acquisition costs, consisting primarily of third-party legal and consulting fees, are expensed as incurred. Stock-Based Compensation The Company issues stock-based awards to employees, affiliated agents, service providers and board members. The Company measures compensation expense for all stock-based awards based on the estimated fair value of the awards on the date of grant. Compensation expense is generally recognized as expense on a straight-line basis over the service period based on the vesting requirements. The Company recognizes forfeitures as they occur. For stock options, the Company generally estimates the fair value using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (1) the fair value of common stock, (2) the expected stock price volatility, (3) the expected term of the award, (4) the risk-free interest rate and (5) expected dividends. In addition to the issuance of RSUs to affiliated agents as compensation for the provision of services, the Company offers RSUs to agents through its Agent Equity Program. The Agent Equity Program offers affiliated agents the ability to elect to have a portion of their commissions earned during a calendar year to be paid in the form of RSUs. RSUs issued in connection with the Agent Equity Program are granted at the beginning of the year following the calendar year in which the commissions were earned and are subject to the terms and conditions of the 2012 Stock Incentive Plan and the 2021 Equity Incentive Plan, as applicable. RSUs granted prior to December 2020 generally vest based upon the satisfaction of both a service-based condition and a liquidity event-based condition. The service-based vesting condition for these awards is generally satisfied over four years, except for the RSUs granted since 2020 associated with the Agent Equity Program, which vested immediately on the date of issuance. The liquidity event-based vesting condition is satisfied on the occurrence of a qualifying event, generally defined as a change in control or the effective date of the registration statement for the Company’s IPO. The fair value of these RSUs was measured based on the fair value of the Company’s common stock on the grant date and began to be recognized as expense when both the required service-based vesting condition and the liquidity event-based vesting condition had been achieved using the accelerated attribution method. The liquidity event-based vesting requirement was met on March 31, 2021, the effective date of the Company’s registration statement, see Note 1—“Business and Basis of Presentation—Initial Public Offering .” Beginning in December 2020, the Company began issuing RSUs that vest upon the satisfaction of only a service-based vesting condition that generally ranges from one For RSUs to be granted in connection with the Agent Equity Program, the Company determines the value of the stock-based compensation expense at the time the underlying commission is earned and begins to recognize the associated expense on a straight-line basis over the requisite service periods beginning on the closing date of the underlying real estate commission transactions. The stock-based compensation expense is recorded as a liability and will be reclassified to Additional paid-in capital at the end of the vesting period when the underlying RSUs are issued. RSUs granted in connection with the Agent Equity Program are issued in the first quarter of the calendar year following when the underlying commission was earned. On a limited basis, the Company has issued stock options and RSUs that contain service, performance and market-based vesting conditions that include stock price targets to be met after the listing of the Company’s stock on a public exchange. Such awards are valued using a Monte Carlo simulation and the underlying expense will be recognized as the associated vesting conditions are met. New Accounting Pronouncements In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . An update was also issued expanding the scope of this guidance. The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance became effective starting March 12, 2020 and may be applied prospectively through December 31, 2022. The Company is evaluating applicable contracts and transactions to determine whether to elect the optional guidance. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The guidance amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendment is effective for public companies with fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendment should be applied prospectively to business combinations occurring on or after the effective date. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) - Troubled Debt Restructurings and Vintage Disclosures, which requires enhanced disclosure of certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty while eliminating certain current recognition and measurement accounting guidance. This ASU also requires the disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this standard |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions During the three and six months ended June 30, 2022, the Company completed the acquisition of 100% of the ownership interests in a title insurance and escrow settlement services company and acquired the assets of a a small real estate brokerage. The purpose of these acquisitions was to expand the Company’s title and escrow offerings and to expand its existing brokerage business in key domestic markets. The Company has accounted for these acquisitions as business combinations. Total Consideration The total consideration for acquisitions completed during the three and six months ended June 30, 2022 comprised $12.1 million of cash, net of cash acquired, $0.8 million in Class A common stock of the Company and up to $3.6 million of additional cash that may be paid contingent on certain earnings-based targets being met through 2029. Future cash payments were recorded as Accrued expenses and other current liabilities and Other non-current liabilities in the condensed consolidated balance sheets. The fair value of the assets acquired and the liabilities assumed primarily resulted in the recognition of: customer relationships of $8.1 million; trademark intangible assets of $1.1 million; $1.0 million of other current and non-current assets; and $2.5 million of other current and non-current liabilities. The excess of the purchase price over the fair value of the acquired net assets was recorded as goodwill of $8.8 million. Acquired intangible assets are being amortized over their estimated useful lives of approximately 3 to 5 years. None of the goodwill recorded during the six months ended June 30, 2022 is deductible for tax purposes. The amount of tax-deductible goodwill may increase in the future to approximately $2.6 million dependent on the payment of certain holdbacks and acquisition related compensation arrangements. These amounts are not expected to have an impact on the income tax provision while the Company maintains a full valuation allowance on its U.S. deferred tax assets. The Company has recorded the preliminary purchase price allocation as of the acquisition dates and expects to finalize its analysis within the measurement period (up to one year from the acquisition date) of the respective transaction. Any adjustments during the measurement period would have a corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the consolidated statements of operations. Pro forma revenue and earnings for 2022 acquisitions have not been presented because they are not material to the Company’s consolidated revenue and results of operations, either individually or in the aggregate. Contingent Consideration Contingent consideration represents obligations of the Company to transfer cash and common stock to the sellers of certain acquired businesses in the event that certain targets and milestones are met. Approximately $8.7 million of the obligations as of June 30, 2022 are fixed in value. As of June 30, 2022, the undiscounted maximum payment under these arrangements was $21.7 million. Changes in contingent consideration measured at fair value on a recurring basis were as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Opening balance $ 22.8 $ 28.0 $ 24.4 $ 39.8 Acquisitions 3.6 2.7 3.6 4.7 Payments and issuances (4.0) (0.4) (6.0) (11.0) Fair value (gains) losses included in net loss (0.7) 2.7 (0.3) (0.5) Closing balance $ 21.7 $ 33.0 $ 21.7 $ 33.0 |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 4. Fair Value of Financial Assets and Liabilities The Company’s cash and cash equivalents of $430.5 million and $618.3 million as of June 30, 2022 and December 31, 2021, respectively, are held in cash and money market funds, which are classified as Level 1 within the fair value hierarchy because they are valued using quoted prices in active markets. These are the Company’s only Level 1 financial instruments. The Company does not hold any Level 2 financial instruments. The Company’s contingent consideration liabilities of $21.7 million and $24.4 million as of June 30, 2022 and December 31, 2021, respectively, are the Company’s only Level 3 financial instruments. See Note 3 – “Acquisitions” for changes in contingent consideration for the three and six months ended June 30, 2022 and 2021. The following table presents the balances of contingent consideration as presented in the condensed consolidated balance sheets (in millions): June 30, 2022 December 31, 2021 Accrued expenses and other current liabilities $ 15.8 $ 12.9 Other non-current liabilities 5.9 11.5 Total contingent consideration $ 21.7 $ 24.4 There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented. Level 3 Financial Liabilities |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt Concierge Credit Facility In July 2020, the Company entered into a Revolving Credit and Security Agreement (the “Concierge Facility”) with Barclays Bank PLC, as administrative agent, and the several lenders party thereto. The Concierge Facility provides for a $75.0 million revolving credit facility and is solely used to finance, in part, the Company’s Compass Concierge Program. The Concierge Facility is secured primarily by the Concierge Receivables and cash of the Compass Concierge Program. On July 29, 2021, the Company amended and restated the Concierge Facility (the “A&R Concierge Facility”) to among other things, extend the revolving period to July 28, 2022, lower the interest rate to LIBOR plus a margin of 1.85%, which may be adjusted, and lower the annual commitment fee to 0.35% if the A&R Concierge Facility is utilized greater than 50% (the annual commitment fee remained the same, at 0.50%, if the Concierge Facility is utilized less than 50%). On August 5, 2022, the Company further amended and restated the Concierge Facility (the “Second A&R Concierge Facility”) to among other things extend the revolving period to August 4, 2023, replace the LIBOR benchmark with Term SOFR plus a credit adjustment spread of 0.11448% and make certain other technical adjustments. The applicable margin on the Second A&R Concierge Facility increased from 1.85% to 2.35%. The annual commitment fee as described in the preceding sentences remained the same. The interest rate on the Concierge Facility was 3.96% as of June 30, 2022. Pursuant to the Second A&R Concierge Facility, the principal amount, if any, is payable in full in February 2024, unless earlier terminated or extended. The Company has the option to repay the borrowings under the Second A&R Concierge Facility without premium or penalty prior to maturity. The Second A&R Concierge Facility contains customary affirmative covenants, such as financial statement reporting requirements, as well as covenants that restrict its ability to, among other things, incur additional indebtedness, sell certain receivables, declare dividends or make certain distributions, and undergo a merger or consolidation or certain other transactions. Additionally, in the event that the Company fails to comply with certain financial covenants that require the Company to meet certain liquidity-based measures, the commitments under the Second A&R Concierge Facility will automatically be reduced to zero and the Company will be required to repay any outstanding loans under the Second A&R Concierge Facility. As of June 30, 2022, the Company was in compliance with the covenants under the A&R Concierge Facility. Revolving Credit Facility In March 2021, the Company entered into a Revolving Credit and Guaranty Agreement (the “Revolving Credit Facility”) with Barclays Bank PLC, as administrative agent and as collateral agent, and certain other lenders. The Revolving Credit Facility provides for a $350.0 million revolving credit facility, which may be increased by the greater of $250.0 million and 18.5% of the Company’s consolidated total assets, plus such additional amount so long as the Company’s total net leverage ratio does not exceed 4.50:1.00 on a pro forma basis, subject to the terms and conditions of the Revolving Credit Facility. The Revolving Credit Facility also includes a letter of credit sublimit, which is the lesser of (i) $125.0 million and (ii) the aggregate unused amount of the revolving commitments then in effect under the Revolving Credit Facility. The Company’s obligations under the Revolving Credit Facility are guaranteed by certain of the Company’s subsidiaries and are secured by a first priority security interest in substantially all of the assets of the Company and the Company’s subsidiary guarantors. Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (i) a floating rate per annum equal to the base rate plus a margin of 0.50% or (ii) a floating rate per annum equal to the rate at which dollar deposits are offered in the London interbank market plus a margin of 1.50%. The base rate is equal to the highest of (a) the prime rate as quoted by The Wall Street Journal, (b) the federal funds effective rate plus 0.50%, (c) the rate at which dollar deposits are offered in the London interbank market for a one-month interest period plus 1.00% and (d) 1.00%. During an event of default under the Revolving Credit Facility, the applicable interest rates are increased by 2.0% per annum. The Company is also obligated to pay other customary fees for a credit facility of this type, including a commitment fee on a quarterly basis based on amounts committed but unused under the Revolving Credit Facility of 0.175% per annum, fees associated with letters of credit and administrative and arrangement fees. The principal amount, if any, is payable in full on March 4, 2026, unless earlier terminated or extended. The Company has the option to repay the Company’s borrowings, and to permanently reduce the loan commitments in whole or in part, under the Revolving Credit Facility without premium or penalty prior to maturity. As of June 30, 2022, there were no borrowings outstanding under the Revolving Credit Facility and outstanding letters of credit under the Revolving Credit Facility totaled approximately $31.5 million. The Revolving Credit Facility contains customary representations, warranties, financial covenants applicable to the Company and to the Company’s restricted subsidiaries, affirmative covenants, such as financial statement reporting requirements, and negative covenants which restrict their ability, among other things, to incur liens and indebtedness, make certain investments, declare dividends, dispose of, transfer or sell assets, make stock repurchases and consummate certain other matters, all subject to certain exceptions. The financial covenants require that the Company maintain certain liquidity-based measures and total revenue requirements. As of June 30, 2022, the Company was in compliance with the financial covenants under the Revolving Credit Facility. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Legal Proceedings From time to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the Company’s business, taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim and an estimate of the loss or range of loss, if such an estimate can reasonably be made. Legal costs related to the defense of loss contingencies are expensed as incurred. Claims or regulatory actions against the Company, whether meritorious or not, could have an adverse impact on the Company due to legal costs, diversion of management resources and other elements. Except as identified with respect to the matters below, the Company does not believe that the outcome of any individual existing legal or regulatory proceeding to which it is a party will have a material adverse effect on its results of operations, financial condition or overall business in each case, taken as a whole. Realogy Holdings Corp., et al v. Urban Compass, Inc. and Compass Inc. In July 2019, Realogy Holdings Corp., NRT New York LLC (“Corcoran”) and many of its related entities (collectively, “Plaintiffs”) filed a complaint against the Company in the New York Supreme Court. The complaint alleges various violations of New York and California state law related to claims of unfair competition and seeks unspecified damages. The Company filed a Motion to Dismiss in September 2019. In September 2019, Plaintiffs filed an amended complaint, removing one claim and adding a claim for defamation. In November 2019, the Company moved to compel arbitration related to claims asserted by Corcoran and moved to dismiss all of the counts. In June 2020, the Court denied the motion to dismiss and denied the motion to compel arbitration as moot, granting Plaintiffs leave to amend the complaint as to claims asserted by Corcoran without prejudice to Defendants’ ability to move to compel or dismiss the second amended complaint. On July 3, 2020, Plaintiffs filed their second amended complaint. On December 18, 2020, the Court denied the Company’s motion to compel arbitration on Plaintiffs’ second amended complaint without prejudice. Defendants’ answer to the second amended complaint and counterclaims were filed on January 28, 2021. Additionally, the Company filed its appeal of the lower Court’s denial of the Company’s motion to dismiss and motion to compel arbitration on February 1, 2021. On June 1, 2021, the First Department affirmed the lower Court’s denial of the Company’s motion to compel arbitration. Discovery is proceeding, with an end date set for October 3, 2022. The Company is currently engaged in settlement discussions with Plaintiffs, but there has been no definitive agreement to resolve the matter as of the time of this filing. The Company is unable to predict the outcome of this action or to reasonably estimate the possible loss or range of loss, if any, arising from the claims asserted therein. Letter of Credit Agreements The Company has irrevocable letters of credit with various financial institutions, primarily related to security deposits for leased facilities. As of June 30, 2022 and December 31, 2021, the Company was contingently liable for $50.5 million and $54.5 million, respectively, under these letters of credit. As of June 30, 2022, $31.5 million and $19.0 million of these letters of credit were collateralized by the Revolving Credit Facility and cash and cash equivalents, respectively. As of December 31, 2021, $30.3 million and $24.2 million of these letters of credit were collateralized by the Revolving Credit Facility and cash and cash equivalents, respectively. Escrow and Trust Deposits As a service to its home buyers and sellers, the Company administers escrow and trust deposits which represent undistributed amounts for the settlement of real estate transactions. The escrow and trust deposits totaled $259.0 million and $172.1 million as of June 30, 2022 and December 31, 2021, respectively. These deposits are not assets of the Company and therefore are excluded from the accompanying condensed consolidated balance sheets. However, the Company remains contingently liable for the disposition of these deposits. |
Preferred Stock and Common stoc
Preferred Stock and Common stock | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Preferred Stock and Common stock | 7. Preferred Stock and Common Stock Undesignated Preferred Stock In April 2021, the Company adopted a restated certificate of incorporation, which authorizes the Company to issue up to 25.0 million shares of undesignated preferred stock with a $0.00001 par value per share. As of June 30, 2022, there are no shares of the Company’s preferred stock issued and outstanding. Common Stock In February 2021, the Company approved the establishment of Class C common stock and an agreement with the Company’s Chief Executive Officer to exchange his Class A common stock for Class C common stock. On March 31, 2021, in connection with the effectiveness of the registration statement for the Company’s IPO, 15.2 million shares of Class A common stock held by the Company’s Chief Executive Officer were automatically exchanged for an equivalent number of shares of Class C common stock. In addition, any Class A common stock issued to the Company’s Chief Executive Officer from RSU awards granted prior to February 2021 are able to be exchanged for Class C common stock. Each share of Class C common stock is entitled to twenty votes per share and will be convertible at any time into one share of Class A common stock and will automatically convert into Class A common stock under certain “sunset” provisions. Other than certain permitted transfers for estate planning purposes, upon a transfer of Class C common stock, the Class C common stock will automatically convert into Class A common stock. In April 2021, the Company adopted a restated certificate of incorporation and changed its authorized capital stock to consist of 12,500 million shares of Class A common stock, 1,250 million shares of Class B common stock and 100 million shares of Class C common stock. As of June 30, 2022 and December 31, 2021, the Company has three classes of common stock: Class A common stock, Class B common stock and Class C common stock. Each class has par value of $0.00001. The following tables reflect the authorized, issued and outstanding shares for each of the classes of common stock as of June 30, 2022 and December 31, 2021: June 30, 2022 Shares Shares Shares Class A common stock 12,500,000,000 412,247,156 412,247,156 Class B common stock 1,250,000,000 — — Class C common stock 100,000,000 17,709,861 17,709,861 Total 13,850,000,000 429,957,017 429,957,017 December 31, 2021 Shares Shares Shares Class A common stock 12,500,000,000 391,912,514 391,912,514 Class B common stock 1,250,000,000 — — Class C common stock 100,000,000 17,355,237 17,355,237 Total 13,850,000,000 409,267,751 409,267,751 Holders of Class A common stock are entitled to one vote per share. Holders of Class B common stock are not entitled to vote. Holders of Class C common stock are entitled to twenty votes per share. Each share of Class C common stock is convertible at any time at the option of the holder into one share of Class A common stock. Each share of Class C common stock will automatically convert into a share of Class A common stock upon sale or transfer, except for certain permitted transfers. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation 2012 Stock Incentive Plan In October 2012, the Company adopted the 2012 Stock Incentive Plan (the “2012 Plan”). Under the 2012 Plan, employees and non-employees could be granted stock options, RSUs and other stock-based awards, including awards earned in connection with the Agent Equity Program. Generally, these awards were based on stock agreements with a maximum ten-year term for stock options and a maximum seven-year term for RSUs, subject to board approval. 2021 Equity Incentive Plan In February 2021, the Company’s board of directors and stockholders adopted and approved the 2021 Equity Incentive Plan (the “2021 Plan”), with an initial pool of 29.7 million shares of common stock available for granting stock-based awards plus any reserved shares of common stock not issued or subject to outstanding awards granted under the 2012 Plan. In addition, on January 1 st of each year beginning in 2022 and continuing through 2031, the aggregate number of shares of common stock authorized for issuance under the 2021 Plan shall be increased automatically by the number of shares equal to 5% of the total number of outstanding shares of common stock and outstanding shares of preferred stock (on an as converted to common stock basis) on the immediately preceding December 31 st , although the Company’s board of directors or one of its committees may reduce the amount of such increase in any particular year. The 2021 Plan became effective on March 30, 2021 and as of that date, the Company ceased granting new awards under the 2012 Plan and all remaining shares available under the 2012 Plan were transferred to the 2021 Plan. Effective January 1, 2022, the shares available for future grants were increased by an additional 20.5 million shares as a result of the annual increase provision described above. As of June 30, 2022, there were 25.5 million shares available for future grants under the 2021 Plan, inclusive of those shares transferred from the 2012 Plan. 2021 Employee Stock Purchase Plan In February 2021, the Company’s board of directors and stockholders adopted and approved the 2021 Employee Stock Purchase Plan (the “ESPP”) which authorized purchase rights to the Company’s employees or to employees of its designated affiliates. In addition, on January 1 st of each year beginning in 2022 and continuing through 2031, the aggregate number of shares of common stock authorized for issuance under the ESPP shall be increased automatically by the number of shares equal to 1% of the total number of outstanding shares of common stock and outstanding shares of preferred stock (on an as converted to common stock basis) on the immediately preceding December 31 st , although the Company’s board of directors or one of its committees may reduce the amount of the increase in any particular year. No more than 150.0 million shares of common stock may be issued over the term of the ESPP, subject to certain exceptions set forth in the ESPP. The ESPP initially authorized the issuance of 7.4 million shares of common stock and effective January 1, 2022, the authorized shares increased by 3.9 million shares as a result of the annual increase provision described above. The ESPP permits employees to purchase shares of the Company’s Class A common stock through payroll deductions accumulated during six-month offering periods up to a maximum value of $12,500 per offering period. The offering periods begin each February and August, or such other period determined by the Compensation Committee. The Company’s first offering began in February 2022 and will continue for six months until the purchase date in August 2022. On each purchase date, eligible employees may purchase the shares at a price per share equal to 85% of the lesser of (1) the fair market value of the Company’s Class A common stock on the first trading day of the offering period, or (2) the fair market value of the Company’s Class A common stock on the purchase date, as defined in the ESPP. As of the date of this filing, no shares have been purchased under the ESPP. The Company recognized $0.6 million and $1.0 million of stock-based compensation expense related to the ESPP during the three and six months ended June 30, 2022, respectively. As of June 30, 2022, $3.3 million has been withheld on behalf of employees for a future purchase under the ESPP. Stock Options A summary of stock option activity under the 2012 Plan and the 2021 Plan, including 1.1 million stock options that were granted outside of the 2012 Plan in 2019, is presented below (in millions, except share and per share amounts): Number of Weighted Average Weighted Average Aggregate Intrinsic Value (1) Balances as of December 31, 2021 54,525,539 $ 5.30 7.1 $ 221.3 Granted 215,027 5.89 Exercised (3,532,188) 2.14 Forfeited (1,315,060) 6.96 Balances as of June 30, 2022 49,893,318 $ 5.49 6.6 $ 25.7 Exercisable and vested at June 30, 2022 34,382,199 $ 4.49 5.9 $ 25.7 (1) The aggregate intrinsic values have been calculated using the Company’s closing stock prices of $3.61 and $9.09 as of June 30, 2022 and December 31, 2021, respectively. During the six months ended June 30, 2022 and 2021, the intrinsic value of options exercised was $19.5 million and $88.5 million, respectively. As of June 30, 2022, included in the table above are 1.2 million options with an exercise price of $6.44 that only vest upon the satisfaction of both (i) a service-based vesting condition and (ii) the achievement of performance-based vesting conditions. The performance-based conditions provide that 25% of the options will vest subject to the achievement of a market price per share of $23.14 of the Company's Class A common stock (the "reference price"). An additional 25% of the options will vest upon the achievement of a market price per share of the Company's Class A common stock at each of 200%, 250% and 300% of the reference price. Early Exercise of Stock Options A majority of the stock options granted under the 2012 Plan provide option holders the right to elect to exercise unvested options in exchange for restricted common stock. Shares received from such early exercises are subject to repurchase in the event of the optionee’s termination of service until the stock options are fully vested at the lesser of the original issuance price or the fair value the Company’s common stock. As of June 30, 2022, 0.7 million shares of common stock received by holders from an early exercise were subject to repurchase. The cash proceeds received for unvested shares of common stock recorded within Accrued expenses and other current liabilities and Other non-current liabilities in the condensed consolidated balance sheets was $1.3 million and $2.7 million, respectively, as of June 30, 2022. Amounts recorded are transferred into Common stock and Additional paid-in capital within the condensed consolidated balance sheets as the shares vest. During the six months ended June 30, 2022, no stock options were early exercised. Restricted Stock Units A summary of RSU activity under the 2012 Plan and the 2021 Plan is presented below: Number of Awards Weighted Average Balances as of December 31, 2021 54,517,930 $ 10.29 Granted 31,015,818 7.21 Vested and converted to common stock (1) (18,926,274) 8.64 Forfeited (6,869,161) 12.49 Balances as of June 30, 2022 59,738,313 $ 8.96 (1) During the six months ended June 30, 2022, the Company net settled all RSUs through which it issued an aggregate of 18.9 million shares of Class A common stock and withheld an aggregate of 1.9 million shares of Class A common st ock to satisfy $13.8 million million of tax withholding obligations on behalf of the Company’s employees. Included in the table above, 17.2 million RSUs that only vest upon the satisfaction of both (i) a service-based vesting condition and (ii) the achievement of performance-based vesting conditions remain outstanding as of June 30, 2022. The performance-based vesting conditions provide that 12.5% of the shares subject to the RSU will vest subject to the achievement of a market price per share of $23.14 of the Company's Class A common stock. An additional 12.5% of the shares subject to the RSU will vest upon the achievement of a market price per share of the Company's Class A common stock at each of 200%, 250%, 300%, 350%, 400%, 450% and 500% of the reference price. Agent Equity Program In connection with the 2021 Agent Equity Program, the Company recognized a total of $100.0 million in stock-based compensation expense of which $84.8 million was recognized during the year ended December 31, 2021 and $15.2 million was recognized during the six months ended June 30, 2022. In February 2022, the Company granted 13.6 million RSUs which immediately vested and converted to Class A common stock in connection with the 2021 Agent Equity Program. Prior to the issuance of the underlying RSUs, the stock-based compensation expense associated with these awards was recorded as a liability and $100.0 million was ultimately reclassified to Additional paid-in capital at the end of the vesting period when the underlying RSUs were granted. For the six months ended June 30, 2022, the Company recognized stock-based compensation expense and an associated liability of $7.2 million in connection with RSUs earned as a part of the 2022 Agent Equity Program. The associated liability is recorded within Accrued expenses and other current liabilities in the condensed consolidated balance sheets. Stock-Based Compensation Expense Total stock-based compensation expense included in the condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 is as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Commissions and other related expense $ 6.4 $ 11.7 $ 23.4 $ 56.3 Sales and marketing 11.2 8.6 21.9 17.6 Operations and support 4.1 2.8 8.4 7.8 Research and development 18.9 13.5 35.8 63.0 General and administrative 18.6 17.7 33.5 77.1 Total stock-based compensation expense $ 59.2 $ 54.3 $ 123.0 $ 221.8 As more fully described in Note 1 – “Business and Basis of Presentation”, the Company recognized $148.5 million in stock-based compensation expense in connection with the effectiveness of the Company’s IPO registration statement on March 31, 2021. Stock-based compensation expense for the six months ended June 30, 2021 includes the following amounts related to a one-time acceleration of stock-based compensation expense in connection with the IPO (in millions): IPO Related Commissions and other related expense $ 41.7 Sales and marketing 1.8 Operations and support 3.1 Research and development 46.9 General and administrative 55.0 Total stock-based compensation expense $ 148.5 As of June 30, 2022, unrecognized stock-based compensation expense totaled $518.8 million and is expected to be recognized over a weighted-average period of 2.8 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company recognized a benefit from income taxes of $1.5 million and $1.4 million for the three and six months ended June 30, 2022, respectively. This benefit resulted from a partial reduction in the valuation allowance related to the carryover tax basis in deferred tax liabilities from acquisitions. Additionally, the Company incurred current tax expense from its operations in India, which was fully offset by a deferred tax benefit for future alternative minimum tax credits. The Company recognized a benefit from income taxes of $1.3 million and $2.0 million for the three and six months ended June 30, 2021, respectively. The Company continues to maintain a full valuation allowance on all domestic net deferred tax assets based on numerous factors including estimated future taxable income and historic profitability. The Company does not have any amount recorded related to uncertain tax positions as of the period ended June 30, 2022 nor does it expect a substantial increase in the next 12 months. If applicable, the Company recognizes interest and penalties related to uncertain tax positions in the income tax provision. The U.S. is the Company’s only material tax jurisdiction. The Company is generally no longer subject to U.S. federal examination by the Internal Revenue Service (“IRS”) for years before 2015. The IRS and state taxing authorities can subject the Company to audit dating back to 2012 when the Company begins to utilize its net operating loss carryforwards. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Compass, Inc. | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Compass, Inc. | 10. Net Loss Per Share Attributable to Compass, Inc. The Company computes net loss per share under the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock, Class B common stock and Class C common stock are substantially identical, other than voting rights. Accordingly, the net loss per share attributable to Compass, Inc. will be the same for Class A common stock, Class B common stock and Class C common stock on an individual or combined basis. The following table sets forth the computation of basic and diluted net loss per share attributable to Compass, Inc. (in millions, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss attributable to Compass, Inc. $ (101.2) $ (7.1) $ (289.2) $ (219.5) Denominator: Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., basic and diluted 427,987,083 377,615,338 421,719,718 252,958,956 Net loss per share attributable to Compass, Inc., basic and diluted $ (0.24) $ (0.02) $ (0.69) $ (0.87) The following participating securities were excluded from the computation of diluted net loss per share attributable to Compass, Inc. for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Outstanding stock options 49,893,318 59,767,636 49,893,318 59,767,636 Outstanding RSUs 59,738,313 55,268,499 59,738,313 55,268,499 Shares subject to the employee stock purchase plan 1,521,265 — 1,521,265 — Unvested early exercised options 657,100 1,431,410 657,100 1,431,410 Unvested common stock 173,612 689,316 173,612 689,316 Total 111,983,608 117,156,861 111,983,608 117,156,861 |
Compass Concierge Receivables a
Compass Concierge Receivables and Allowance for Credit Losses | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Compass Concierge Receivables and Allowance for Credit Losses | 11. Compass Concierge Receivables and Allowance for Credit Losses In 2018, the Company launched the Compass Concierge Program for home sellers who have engaged Compass as their exclusive listing agent. The initial program is based on a services model (“Concierge Classic”) provided by Compass Concierge, LLC (“Compass Concierge”), which includes items such as consultation on suggested cosmetic updates or modifications to a specific property or guidance on securing licensed contractors or vendors to perform non-structural property improvements. The Concierge Classic program provides for the payment of the up-front costs of specified home improvement services provided by unrelated vendors. In 2019, the Compass Concierge Program was expanded to include a loan program underwritten by an independent third-party lender (the “Lender”) through a commercial arrangement with Compass Concierge (“Concierge Capital”). Under the Concierge Capital program, the Lender originates and services unsecured consumer loans to home sellers following its independent underwriting process pursuant to program-level criteria provided by the Company. Pursuant to the Company’s agreement with the Lender, the consumer loans are unsecured, interest-free and have no associated fees except for late fees that the Lender may charge in its sole discretion. The Company has no right or obligation with respect to any individual consumer loan originated by the Lender. Under the agreement, the Company has repayment rights against the Lender in connection with a corporate loan. Payment to the Company for these services under the Concierge Classic model or repayment of the loan funds under the Concierge Capital model is due upon the earlier of a successful home sale, the termination of the listing agreement or one year from the date in which costs were originally funded. Compass Concierge receivables (“Concierge Receivables”) are stated at the amount advanced to the home sellers, net of an estimated allowance for credit losses (“ACL”) in the accompanying condensed consolidated balance sheets. For the three and six months ended June 30, 2022 and 2021, the Company did not recognize any revenue or earn any fees from the Compass Concierge Program. The Company incurs service fees payable to the Lender and incurs bad debt expense in connection with the Compass Concierge Program. The Company manages its credit risk by establishing a comprehensive credit policy for the approval of new loans while monitoring and reviewing the performance of its existing Concierge Receivables. Factors considered include but not limited to: • No negative liens or judgements on the property; • Seller’s available equity on the property; • Loan to listing price ratio; • FICO score (only for Concierge Capital program); and • Macroeconomic conditions. Credit Quality The Company monitors credit quality by evaluating various attributes and utilizes such information in its evaluation of the appropriateness of the ACL. Based on the Company’s experience, the key credit quality indicator is whether the underlying properties associated with the Concierge Receivables will be sold or not. Concierge Receivables associated with properties that are eventually sold have a lower credit risk than those that are associated with properties that are not sold. As of June 30, 2022 and December 31, 2021, the amount of outstanding Concierge Receivables related to unsold properties was approximately 97% and 96%, respectively. For Concierge Receivables where repayments have not been triggered (i.e., earlier of (i) sale of the property, (ii) termination of a listing agreement or (iii) 12 months from the date costs were originally funded), the Company establishes an estimate as to the percentage of underlying properties that will be sold based on historical data. This estimate is updated as of the end of each reporting period. Allowance for credit losses The Company maintains an ACL for the expected credit losses over the contractual life of the Concierge Receivables. The amount of ACL is based on ongoing, quarterly assessments by management. Historical loss experience is generally the starting point when the Company estimates the expected credit losses. The Company then considers whether (i) current conditions, such as the impact of COVID-19 and related economic uncertainty surrounding the pandemic, (ii) future economic conditions and (iii) any potential changes in the Compass Concierge Program that are reasonable and supportable would impact its ACL. The following table summarizes the activity of the ACL for Concierge Receivables for the three and six months ended June 30, 2022 (in millions): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Beginning of period $ 16.1 $ 17.3 Allowances 0.8 1.6 Net write-offs and other (0.6) (2.6) End of period $ 16.3 $ 16.3 Aging Status The Company generally considers Concierge Receivables to be past due after being outstanding for over 30 days after the initial billing. Changes in the Company’s estimate to the ACL is recorded through bad debt expense as Sales and marketing expense in the condensed consolidated statements of operations and individual accounts are charged against the allowance when all reasonable collection efforts are exhausted. The following table presents the aging analysis of Concierge Receivables as of June 30, 2022 (in millions): June 30, 2022 Current $ 67.8 31-90 days past due 1.0 Over 90 days past due 5.7 Total $ 74.5 |
Restructuring Activities
Restructuring Activities | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | 12. Restructuring Activities On June 14, 2022, the Company committed to and communicated a workforce reduction plan and a wind-down of Modus Technologies, Inc. (“Modus”), a wholly-owned title and escrow software company (collectively, the “Q2 2022 Strategic Actions”). The Q2 2022 Strategic Actions included the elimination of approximately 10% of the Company’s current workforce consisting of approximately 450 positions across the Company. The Q2 2022 Strategic Actions are part of a broader plan by the Company to take meaningful actions to improve the alignment between the Company’s organizational structure and its long-term business strategy, drive cost efficiencies enabled by the Company’s technology and other competitive advantages and continue to drive toward profitability and positive free cash flow (“Transformation Plan”). In addition to the Q2 2022 Strategic Actions, the Transformation Plan is expected to include, but not be limited to, a series of actions such as a reduction in U.S. hiring and backfills resulting from attrition occurring both in the first half of 2022 and anticipated for the remainder of the year; a review of occupancy costs with a view to consolidating offices and reducing related costs; and a planned pause in M&A activity and new market expansion for the remainder of 2022. In August 2022, the Company announced an additional cost reduction program with a goal of reducing operating expenses during the second half of 2022 with the majority concentrated in the areas of technology spend and incentives to acquire agents. As a result of restructuring actions taken in connection with the Q2 2022 Strategic Actions during the three months ended June 30, 2022, the Company incurred $18.9 million of restructuring costs. These costs were primarily comprised of $14.8 million of severance and other termination benefits for employees whose roles are being eliminated, $1.6 million of lease terminations costs as result of the accelerated amortization of Modus' right-of-use assets and $0.2 million of other restructuring costs. These costs have been presented within the Restructuring costs line in the condensed consolidated statements of operations. In addition, the Company incurred additional non-cash charges of approximately $4.6 million associated with the discontinued use of certain intangible assets associated with Modus and $0.4 million related to the write-down of Modus' fixed assets for certain real estate leases that have been exited, or partially exited during the three months ended June 30, 2022. These costs have been included within the Depreciation and amortization line in the condensed consolidated statements of operations. In connection with actions taken by the Company related to the broader Transformation Plan, the Company incurred $2.3 million of lease terminations costs and $1.2 million in depreciation expense as a result of the accelerated amortization of right-of-use assets and the write-down of fixed assets, respectively, for certain additional real estate leases that have been exited or partially exited during the three months ended June 30, 2022. These expenses were included within Restructuring costs and Depreciation and amortization, respectively, in the condensed consolidated statements of operations. As of June 30, 2022, the Company's remaining liability related to restructuring activities was $10.4 million, primarily related to unpaid severance costs, which is included in Accrued expenses and other current liabilities in the condensed consolidated balance sheet as of June 30, 2022. The following table summarizes the total costs incurred and expected to be incurred in connection with the Q2 2022 Strategic Actions and other restructuring actions taken during the three and six months ended June 30, 2022 (in millions): Total amount expected to be incurred Amount incurred as of June 30, 2022 Total amount remaining to be incurred Q2 2022 Strategic Actions: Severance related personnel costs $ 14.8 $ 14.8 $ — Modus lease termination costs 4.3 1.6 2.7 Accelerated amortization of Modus intangible assets 4.6 4.6 — Other Modus restructuring costs 0.2 0.2 — Write-down of Modus fixed assets 0.6 0.4 0.2 Total expense - Q2 2022 Strategic Actions $ 24.5 $ 21.6 $ 2.9 Other restructuring activities: Other lease termination costs 2.4 2.3 0.1 Write-down of fixed assets 1.2 1.2 — Total expense - other restructuring activities $ 3.6 $ 3.5 $ 0.1 Total expense $ 28.1 $ 25.1 $ 3.0 The total costs incurred and expected to be incurred in connection with the Q2 2022 Strategic Actions and other restructuring actions taken during the three and six months ended June 30, 2022 were included in the consolidated statements of operations for the three and six months ended June 30, 2022, as follows (in millions): Total expected costs Amount expensed as of June 30, 2022 Remaining expected expense Restructuring costs $ 21.7 $ 18.9 $ 2.8 Depreciation and amortization 6.4 6.2 0.2 Total expense $ 28.1 $ 25.1 $ 3.0 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of all controlled subsidiaries. The condensed consolidated statements of operations include the results of entities acquired from the date of each respective acquisition. Interests held by third parties in consolidated subsidiaries are presented as non-controlling interests, which represents the non-controlling stockholders’ interests in the underlying net assets of the Company’s consolidated subsidiaries. For entities where the Company does not have a controlling interest (financial or operating), the investments in such entities are accounted for using the equity method. The Company applies the equity method of accounting when it has the ability to exercise significant influence over the operating and financial policies of an investee. The Company measures all other investments at fair value with changes in fair value recognized in net income or in the case that an equity investment does not have readily determinable fair values, at cost minus impairment (if any) plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. The unaudited interim condensed consolidated financial statements and related disclosures have been prepared by management on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary for a fair statement of the interim periods presented. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting periods covered by the condensed consolidated financial statements and accompanying notes. These judgments, estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and stock awards, (ii) fair value of acquired intangible assets and goodwill, (iii) fair value of contingent consideration arrangements in connection with business combinations, (iv) incremental borrowing rate used for the Company’s operating leases, (v) useful lives of long-lived assets, (vi) impairment of intangible assets and goodwill, (vii) allowance for Compass Concierge receivables and (viii) income taxes and certain deferred tax assets. The Company determines its estimates and judgments based on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates and these differences may be material. |
Business Combinations | Business Combinations Business combinations are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the condensed consolidated statements of operations. Acquisition costs, consisting primarily of third-party legal and consulting fees, are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company issues stock-based awards to employees, affiliated agents, service providers and board members. The Company measures compensation expense for all stock-based awards based on the estimated fair value of the awards on the date of grant. Compensation expense is generally recognized as expense on a straight-line basis over the service period based on the vesting requirements. The Company recognizes forfeitures as they occur. For stock options, the Company generally estimates the fair value using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (1) the fair value of common stock, (2) the expected stock price volatility, (3) the expected term of the award, (4) the risk-free interest rate and (5) expected dividends. In addition to the issuance of RSUs to affiliated agents as compensation for the provision of services, the Company offers RSUs to agents through its Agent Equity Program. The Agent Equity Program offers affiliated agents the ability to elect to have a portion of their commissions earned during a calendar year to be paid in the form of RSUs. RSUs issued in connection with the Agent Equity Program are granted at the beginning of the year following the calendar year in which the commissions were earned and are subject to the terms and conditions of the 2012 Stock Incentive Plan and the 2021 Equity Incentive Plan, as applicable. RSUs granted prior to December 2020 generally vest based upon the satisfaction of both a service-based condition and a liquidity event-based condition. The service-based vesting condition for these awards is generally satisfied over four years, except for the RSUs granted since 2020 associated with the Agent Equity Program, which vested immediately on the date of issuance. The liquidity event-based vesting condition is satisfied on the occurrence of a qualifying event, generally defined as a change in control or the effective date of the registration statement for the Company’s IPO. The fair value of these RSUs was measured based on the fair value of the Company’s common stock on the grant date and began to be recognized as expense when both the required service-based vesting condition and the liquidity event-based vesting condition had been achieved using the accelerated attribution method. The liquidity event-based vesting requirement was met on March 31, 2021, the effective date of the Company’s registration statement, see Note 1—“Business and Basis of Presentation—Initial Public Offering .” Beginning in December 2020, the Company began issuing RSUs that vest upon the satisfaction of only a service-based vesting condition that generally ranges from one For RSUs to be granted in connection with the Agent Equity Program, the Company determines the value of the stock-based compensation expense at the time the underlying commission is earned and begins to recognize the associated expense on a straight-line basis over the requisite service periods beginning on the closing date of the underlying real estate commission transactions. The stock-based compensation expense is recorded as a liability and will be reclassified to Additional paid-in capital at the end of the vesting period when the underlying RSUs are issued. RSUs granted in connection with the Agent Equity Program are issued in the first quarter of the calendar year following when the underlying commission was earned. |
New Accounting Pronouncements | New Accounting Pronouncements In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . An update was also issued expanding the scope of this guidance. The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance became effective starting March 12, 2020 and may be applied prospectively through December 31, 2022. The Company is evaluating applicable contracts and transactions to determine whether to elect the optional guidance. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The guidance amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendment is effective for public companies with fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendment should be applied prospectively to business combinations occurring on or after the effective date. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) - Troubled Debt Restructurings and Vintage Disclosures, which requires enhanced disclosure of certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty while eliminating certain current recognition and measurement accounting guidance. This ASU also requires the disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this standard |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Changes in Contingent Consideration Measured at Fair Value on a Recurring Basis | Changes in contingent consideration measured at fair value on a recurring basis were as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Opening balance $ 22.8 $ 28.0 $ 24.4 $ 39.8 Acquisitions 3.6 2.7 3.6 4.7 Payments and issuances (4.0) (0.4) (6.0) (11.0) Fair value (gains) losses included in net loss (0.7) 2.7 (0.3) (0.5) Closing balance $ 21.7 $ 33.0 $ 21.7 $ 33.0 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements of Our Financial Instruments | The following table presents the balances of contingent consideration as presented in the condensed consolidated balance sheets (in millions): June 30, 2022 December 31, 2021 Accrued expenses and other current liabilities $ 15.8 $ 12.9 Other non-current liabilities 5.9 11.5 Total contingent consideration $ 21.7 $ 24.4 |
Preferred Stock and Common st_2
Preferred Stock and Common stock (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Stock by Class | The following tables reflect the authorized, issued and outstanding shares for each of the classes of common stock as of June 30, 2022 and December 31, 2021: June 30, 2022 Shares Shares Shares Class A common stock 12,500,000,000 412,247,156 412,247,156 Class B common stock 1,250,000,000 — — Class C common stock 100,000,000 17,709,861 17,709,861 Total 13,850,000,000 429,957,017 429,957,017 December 31, 2021 Shares Shares Shares Class A common stock 12,500,000,000 391,912,514 391,912,514 Class B common stock 1,250,000,000 — — Class C common stock 100,000,000 17,355,237 17,355,237 Total 13,850,000,000 409,267,751 409,267,751 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity under the 2012 Plan and the 2021 Plan, including 1.1 million stock options that were granted outside of the 2012 Plan in 2019, is presented below (in millions, except share and per share amounts): Number of Weighted Average Weighted Average Aggregate Intrinsic Value (1) Balances as of December 31, 2021 54,525,539 $ 5.30 7.1 $ 221.3 Granted 215,027 5.89 Exercised (3,532,188) 2.14 Forfeited (1,315,060) 6.96 Balances as of June 30, 2022 49,893,318 $ 5.49 6.6 $ 25.7 Exercisable and vested at June 30, 2022 34,382,199 $ 4.49 5.9 $ 25.7 |
Summary of Restricted Stock Units Activity | A summary of RSU activity under the 2012 Plan and the 2021 Plan is presented below: Number of Awards Weighted Average Balances as of December 31, 2021 54,517,930 $ 10.29 Granted 31,015,818 7.21 Vested and converted to common stock (1) (18,926,274) 8.64 Forfeited (6,869,161) 12.49 Balances as of June 30, 2022 59,738,313 $ 8.96 (1) During the six months ended June 30, 2022, the Company net settled all RSUs through which it issued an aggregate of 18.9 million shares of Class A common stock and withheld an aggregate of 1.9 million shares of Class A common st ock to satisfy $13.8 million million of tax withholding obligations on behalf of the Company’s employees. |
Summary of Share-based Payment Arrangement, Expensed and Capitalized, Amount | Total stock-based compensation expense included in the condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 is as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Commissions and other related expense $ 6.4 $ 11.7 $ 23.4 $ 56.3 Sales and marketing 11.2 8.6 21.9 17.6 Operations and support 4.1 2.8 8.4 7.8 Research and development 18.9 13.5 35.8 63.0 General and administrative 18.6 17.7 33.5 77.1 Total stock-based compensation expense $ 59.2 $ 54.3 $ 123.0 $ 221.8 IPO Related Commissions and other related expense $ 41.7 Sales and marketing 1.8 Operations and support 3.1 Research and development 46.9 General and administrative 55.0 Total stock-based compensation expense $ 148.5 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Compass, Inc. (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to Compass, Inc. (in millions, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss attributable to Compass, Inc. $ (101.2) $ (7.1) $ (289.2) $ (219.5) Denominator: Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., basic and diluted 427,987,083 377,615,338 421,719,718 252,958,956 Net loss per share attributable to Compass, Inc., basic and diluted $ (0.24) $ (0.02) $ (0.69) $ (0.87) |
Summary of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following participating securities were excluded from the computation of diluted net loss per share attributable to Compass, Inc. for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Outstanding stock options 49,893,318 59,767,636 49,893,318 59,767,636 Outstanding RSUs 59,738,313 55,268,499 59,738,313 55,268,499 Shares subject to the employee stock purchase plan 1,521,265 — 1,521,265 — Unvested early exercised options 657,100 1,431,410 657,100 1,431,410 Unvested common stock 173,612 689,316 173,612 689,316 Total 111,983,608 117,156,861 111,983,608 117,156,861 |
Compass Concierge Receivables_2
Compass Concierge Receivables and Allowance for Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Summary of ACL for Concierge Receivables | The following table summarizes the activity of the ACL for Concierge Receivables for the three and six months ended June 30, 2022 (in millions): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Beginning of period $ 16.1 $ 17.3 Allowances 0.8 1.6 Net write-offs and other (0.6) (2.6) End of period $ 16.3 $ 16.3 |
Summary of Aging Analysis of Concierge Receivables | The following table presents the aging analysis of Concierge Receivables as of June 30, 2022 (in millions): June 30, 2022 Current $ 67.8 31-90 days past due 1.0 Over 90 days past due 5.7 Total $ 74.5 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of restructuring costs | The following table summarizes the total costs incurred and expected to be incurred in connection with the Q2 2022 Strategic Actions and other restructuring actions taken during the three and six months ended June 30, 2022 (in millions): Total amount expected to be incurred Amount incurred as of June 30, 2022 Total amount remaining to be incurred Q2 2022 Strategic Actions: Severance related personnel costs $ 14.8 $ 14.8 $ — Modus lease termination costs 4.3 1.6 2.7 Accelerated amortization of Modus intangible assets 4.6 4.6 — Other Modus restructuring costs 0.2 0.2 — Write-down of Modus fixed assets 0.6 0.4 0.2 Total expense - Q2 2022 Strategic Actions $ 24.5 $ 21.6 $ 2.9 Other restructuring activities: Other lease termination costs 2.4 2.3 0.1 Write-down of fixed assets 1.2 1.2 — Total expense - other restructuring activities $ 3.6 $ 3.5 $ 0.1 Total expense $ 28.1 $ 25.1 $ 3.0 The total costs incurred and expected to be incurred in connection with the Q2 2022 Strategic Actions and other restructuring actions taken during the three and six months ended June 30, 2022 were included in the consolidated statements of operations for the three and six months ended June 30, 2022, as follows (in millions): Total expected costs Amount expensed as of June 30, 2022 Remaining expected expense Restructuring costs $ 21.7 $ 18.9 $ 2.8 Depreciation and amortization 6.4 6.2 0.2 Total expense $ 28.1 $ 25.1 $ 3.0 |
Business and Basis of Present_2
Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Apr. 01, 2021 | Mar. 31, 2021 | Apr. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | |
Date of incorporation | Oct. 04, 2012 | |||||||
Proceeds from issuance of common stock upon initial public offering, net of offering costs | $ 0 | $ 439.6 | ||||||
Conversion of convertible preferred stock to common stock in connection with the initial public offering (in shares) | 223,000,000 | |||||||
Stock based compensation expense | $ 59.2 | $ 54.3 | $ 123 | 221.8 | ||||
IPO Related Expense | ||||||||
Stock based compensation expense | $ 148.5 | $ 148.5 | ||||||
Additional Paid-in Capital | ||||||||
Conversion of convertible preferred stock to common stock in connection with the initial public offering | $ 1,400 | |||||||
IPO | ||||||||
Issuance of common stock in connection with the initial public offering, net of offering costs (in shares) | 26,300,000 | |||||||
Sale of stock issue price per share (in dollars per share) | $ 18 | |||||||
Proceeds from issuance of common stock upon initial public offering, net of offering costs | $ 438.7 | |||||||
Payments of deferred offering costs | $ 11 | |||||||
Deferred offering costs | $ 0.9 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - Restricted Stock Units | 6 Months Ended | |
Nov. 30, 2020 | Jun. 30, 2022 | |
Accounting Policies [Line Items] | ||
Share based compensation by share based payment arrangement service based vesting period | 4 years | |
Minimum | ||
Accounting Policies [Line Items] | ||
Share based compensation by share based payment arrangement service based vesting period | 1 year | |
Maximum | ||
Accounting Policies [Line Items] | ||
Share based compensation by share based payment arrangement service based vesting period | 5 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Payment to acquire business net of cash acquired | $ 15,000,000 | $ 103,800,000 | ||||
Goodwill | $ 198,300,000 | 198,300,000 | $ 188,300,000 | |||
Contingent consideration liability fixed in value | 8,700,000 | 8,700,000 | ||||
Contingent liabilities undiscounted maximum payment | 21,700,000 | 21,700,000 | ||||
Future consideration to be paid to the acquirees | 43,100,000 | 43,100,000 | ||||
Compensation expenses | $ 3,700,000 | $ 7,200,000 | $ 11,400,000 | $ 11,400,000 | ||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest acquired (in percent) | 100% | 100% | ||||
Payment to acquire business net of cash acquired | $ 12,100,000 | |||||
Additional cash payable | $ 3,600,000 | 3,600,000 | ||||
Recognized identifiable assets and liabilities assumed, other assets | 1,000,000 | 1,000,000 | ||||
Recognized identifiable assets and liabilities assumed, other liabilities | 2,500,000 | 2,500,000 | ||||
Goodwill | 8,800,000 | 8,800,000 | ||||
Goodwill, expected tax deductible amount | 0 | $ 0 | ||||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | Forecast | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill, expected tax deductible amount | $ 2,600,000 | |||||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Useful life (in years) | 3 years | |||||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Useful life (in years) | 5 years | |||||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Recognized identifiable assets and liabilities assumed, intangible assets, other than goodwill | 8,100,000 | $ 8,100,000 | ||||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Recognized identifiable assets and liabilities assumed, intangible assets, other than goodwill | $ 1,100,000 | 1,100,000 | ||||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | Common Class A | ||||||
Business Acquisition [Line Items] | ||||||
Equity interest issued or issuable | $ 800,000 |
Acquisitions - Summary of Chang
Acquisitions - Summary of Changes in Contingent Consideration Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Opening balance | $ 22.8 | $ 28 | $ 24.4 | $ 39.8 |
Acquisitions | 3.6 | 2.7 | 3.6 | 4.7 |
Payments and issuances | (4) | (0.4) | (6) | (11) |
Fair value (gains) losses included in net loss | (0.7) | 2.7 | (0.3) | (0.5) |
Closing balance | $ 21.7 | $ 33 | $ 21.7 | $ 33 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 3 | ||
Contingent consideration fair value disclosure | $ 21.7 | $ 24.4 |
Cash And Money Market Funds [Member] | Fair Value, Inputs, Level 1 | ||
Cash and cash Equivalents, fair value disclosure | $ 430.5 | $ 618.3 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Balances of Contingent Consideration (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||||||
Accrued expenses and other current liabilities | $ 15.8 | $ 12.9 | ||||
Other non-current liabilities | 5.9 | 11.5 | ||||
Total contingent consideration | $ 21.7 | $ 22.8 | $ 24.4 | $ 33 | $ 28 | $ 39.8 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 6 Months Ended | |||||
Aug. 05, 2022 | Jul. 29, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Jul. 31, 2020 | |
Debt [Line Items] | ||||||
Letters of credit | $ 50,500,000 | $ 54,500,000 | ||||
Concierge Revolving Credit Facility | ||||||
Debt [Line Items] | ||||||
Maximum borrowing capacity | $ 75,000,000 | |||||
Line of credit facility expiration month and year | 2024 | |||||
Debt instrument interest rate (in percent) | 3.96% | |||||
Covenant compliance | the Company was in compliance with the covenants under the A&R Concierge Facility. | |||||
Concierge Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||
Debt [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.85% | |||||
Concierge Revolving Credit Facility | Concierge Facility Used Greater Than Fifty Percent | ||||||
Debt [Line Items] | ||||||
Unused capacity commitment fee (in percent) | 0.35% | |||||
Line of credit facility, unused capacity, commitment fee, threshold | 50% | |||||
Concierge Revolving Credit Facility | Concierge Facility Used Less Than Fifty Percent | ||||||
Debt [Line Items] | ||||||
Unused capacity commitment fee (in percent) | 0.50% | |||||
Line of credit facility, unused capacity, commitment fee, threshold | 50% | |||||
Revolving Credit Facility | ||||||
Debt [Line Items] | ||||||
Maximum borrowing capacity | $ 350,000,000 | |||||
Debt instrument, basis spread on variable rate | 1% | |||||
Unused capacity commitment fee (in percent) | 0.175% | |||||
Line of credit facility expiration month and year | 2026 | |||||
Additional borrowing capacity | $ 250,000,000 | |||||
Additional borrowing capacity percentage threshold to assets (in percent) | 18.50% | |||||
Net leverage ratio | 4.50 | |||||
Line of credit facility maximum borrowing capacity sublimit | $ 125,000,000 | |||||
Outstanding borrowings | $ 0 | |||||
Revolving Credit Facility | Other Current Assets | ||||||
Debt [Line Items] | ||||||
Covenant compliance | the Company was in compliance with the financial covenants under the Revolving Credit Facility. | |||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||
Debt [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.50% | |||||
Revolving Credit Facility | Base Rate | ||||||
Debt [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||
Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||
Debt [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) Swap Rate | ||||||
Debt [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1% | |||||
Revolving Credit Facility | Debt Default Interest Rate | ||||||
Debt [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2% | |||||
Letter of Credit | ||||||
Debt [Line Items] | ||||||
Letters of credit | $ 31,500,000 | |||||
Second A&R Concierge Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Subsequent Event | ||||||
Debt [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.35% | |||||
Credit spread on variable rate (in percent) | 0.11448% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Letters of credit | $ 50.5 | $ 54.5 |
Escrow and trust deposits | 259 | 172.1 |
Revolving Credit Facility | ||
Letters of credit | 31.5 | 30.3 |
Cash and Cash Equivalents | ||
Letters of credit | $ 19 | $ 24.2 |
Preferred Stock and Common st_3
Preferred Stock and Common stock - Additional Information (Detail) | 6 Months Ended | ||||
Mar. 31, 2021 shares | Feb. 28, 2021 vote | Jun. 30, 2022 stockClass vote shares | Dec. 31, 2021 shares | Apr. 30, 2021 $ / shares shares | |
Preferred stock shares outstanding (in shares) | 0 | ||||
Preferred stock, shares issued (in shares) | 0 | ||||
Common stock shares authorized (in shares) | 13,850,000,000 | 13,850,000,000 | |||
Number of classes of common stock | stockClass | 3 | ||||
Common Class A | |||||
Common stock shares authorized (in shares) | 12,500,000,000 | 12,500,000,000 | |||
Voting rights, number of votes for each share | vote | 1 | ||||
Common Class B | |||||
Common stock shares authorized (in shares) | 1,250,000,000 | 1,250,000,000 | |||
Common Class C | |||||
Conversion of stock, shares issued (in shares) | 15,200,000 | ||||
Common Stock voting rights | Each share of Class C common stock is entitled to twenty votes | ||||
Common stock shares authorized (in shares) | 100,000,000 | 100,000,000 | |||
Voting rights, number of votes for each share | vote | 20 | ||||
Number of votes per share of common stock | vote | 20 | ||||
Restated Certificate Of Incorporation [Member] | Undesignated Preferred Stock | |||||
Preferred stock, shares authorized (in shares) | 25,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||
Restated Certificate Of Incorporation [Member] | Common Class A | |||||
Common stock shares authorized (in shares) | 12,500,000,000 | ||||
Restated Certificate Of Incorporation [Member] | Common Class B | |||||
Common stock shares authorized (in shares) | 1,250,000,000 | ||||
Restated Certificate Of Incorporation [Member] | Common Class C | |||||
Common stock shares authorized (in shares) | 100,000,000 |
Preferred Stock and Common st_4
Preferred Stock and Common stock - Schedule of Stock by Class (Detail) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Shares authorized (in shares) | 13,850,000,000 | 13,850,000,000 |
Shares issued (in shares) | 429,957,017 | 409,267,751 |
Shares outstanding (in shares) | 429,957,017 | 409,267,751 |
Common stock par or stated value per share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Class A common stock | ||
Class of Stock [Line Items] | ||
Shares authorized (in shares) | 12,500,000,000 | 12,500,000,000 |
Shares issued (in shares) | 412,247,156 | 391,912,514 |
Shares outstanding (in shares) | 412,247,156 | 391,912,514 |
Class B common stock | ||
Class of Stock [Line Items] | ||
Shares authorized (in shares) | 1,250,000,000 | 1,250,000,000 |
Shares issued (in shares) | 0 | 0 |
Shares outstanding (in shares) | 0 | 0 |
Class C common stock | ||
Class of Stock [Line Items] | ||
Shares authorized (in shares) | 100,000,000 | 100,000,000 |
Shares issued (in shares) | 17,709,861 | 17,355,237 |
Shares outstanding (in shares) | 17,709,861 | 17,355,237 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 18 Months Ended | |||||||
Jan. 01, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of additional shares available for grant (in shares) | 20,500,000 | ||||||||||
Shares purchased under ESPP plan (in shares) | 215,027 | ||||||||||
Stock based compensation expense | $ 59,200,000 | $ 54,300,000 | $ 123,000,000 | $ 221,800,000 | |||||||
Award vesting rights conditions | The performance-based conditions provide that 25% of the options will vest subject to the achievement of a market price per share of $23.14 of the Company's Class A common stock (the "reference price"). An additional 25% of the options will vest upon the achievement of a market price per share of the Company's Class A common stock at each of 200%, 250% and 300% of the reference price. | ||||||||||
Intrinsic value of options | $ 19,500,000 | $ 88,500,000 | |||||||||
Nonvested stock options (in shares) | 1,200,000 | 1,200,000 | 1,200,000 | ||||||||
Weighted average exercise price of nonvested options (in dollars per share) | $ 6.44 | $ 6.44 | $ 6.44 | ||||||||
Percentage of options (in percent) | 25% | ||||||||||
Market price per share (in dollars per share) | $ 3,610,000 | $ 3,610,000 | $ 3,610,000 | $ 9,090,000 | |||||||
Shares authorized to be repurchased (in shares) | 700,000 | 700,000 | 700,000 | ||||||||
Options early exercised (in shares) | 0 | ||||||||||
Unrecognized stock-based compensation expense | $ 518,800,000 | $ 518,800,000 | $ 518,800,000 | ||||||||
Unrecognized stock-based compensation, period of recognition | 2 years 9 months 18 days | ||||||||||
Accrued Expenses And Other Current Liabilities | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Proceeds received for unvested shares of common stock | $ 1,300,000 | ||||||||||
Other Current Liabilities | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Proceeds received for unvested shares of common stock | $ 2,700,000 | ||||||||||
Common Class A | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Market price per share (in dollars per share) | $ 23.14 | $ 23.14 | $ 23.14 | ||||||||
Common Class A | Share-based Payment Arrangement, Tranche One | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights threshold (in percent) | 200% | ||||||||||
Common Class A | Share-based Payment Arrangement, Tranche Two | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights threshold (in percent) | 250% | ||||||||||
Common Class A | Share-based Payment Arrangement, Tranche Three | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights threshold (in percent) | 300% | ||||||||||
2021 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares available for grant (in shares) | 29,700,000 | 25,500,000 | 25,500,000 | 25,500,000 | |||||||
2021 Agent Equity Program | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock based compensation expense | $ 84,800,000 | $ 15,200,000 | $ 100,000,000 | ||||||||
Outstanding stock options | 2012 Stock Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expiration period | 10 years | ||||||||||
Restricted Stock Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Nonvested stock options (in shares) | 59,738,313 | 59,738,313 | 59,738,313 | 54,517,930 | |||||||
Award vesting rights conditions | The performance-based vesting conditions provide that 12.5% of the shares subject to the RSU will vest subject to the achievement of a market price per share of $23.14 of the Company's Class A common stock. An additional 12.5% of the shares subject to the RSU will vest upon the achievement of a market price per share of the Company's Class A common stock at each of 200%, 250%, 300%, 350%, 400%, 450% and 500% of the reference price. | ||||||||||
Percentage of options (in percent) | 12.50% | ||||||||||
Granted (in shares) | 31,015,818 | ||||||||||
Restricted Stock Units | Service-based and Performance-based | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Nonvested stock options (in shares) | 17,200,000 | 17,200,000 | 17,200,000 | ||||||||
Restricted Stock Units | Common Class A | Share-based Payment Arrangement, Tranche One | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights threshold (in percent) | 200% | ||||||||||
Restricted Stock Units | Common Class A | Share-based Payment Arrangement, Tranche Two | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights threshold (in percent) | 250% | ||||||||||
Restricted Stock Units | Common Class A | Share-based Payment Arrangement, Tranche Three | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights threshold (in percent) | 300% | ||||||||||
Restricted Stock Units | Common Class A | Share-based Payment Arrangement, Tranche Four | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights threshold (in percent) | 350% | ||||||||||
Restricted Stock Units | Common Class A | Share-based Payment Arrangement, Tranche Five | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights threshold (in percent) | 400% | ||||||||||
Restricted Stock Units | Common Class A | Share-based Payment Arrangement, Tranche Six | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights threshold (in percent) | 450% | ||||||||||
Restricted Stock Units | Common Class A | Share-based Payment Arrangement, Tranche Seven | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights threshold (in percent) | 500% | ||||||||||
Restricted Stock Units | 2012 Stock Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expiration period | 7 years | ||||||||||
Restricted Stock Units | 2021 Agent Equity Program | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Deferred compensation share-based arrangements, liability | $ 100,000,000 | ||||||||||
Restricted Stock Units | 2021 Agent Equity Program | Common Class A | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted (in shares) | 13,600,000 | ||||||||||
Restricted Stock Units | 2022 Agent Equity Program | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Deferred compensation share-based arrangements, liability | $ 7,200,000 | $ 7,200,000 | $ 7,200,000 | ||||||||
Shares subject to the employee stock purchase plan | 2021 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Increase in the shares authorized for issuance as a percentage of shares outstanding (in percent) | 5% | ||||||||||
Shares subject to the employee stock purchase plan | 2021 Employee Stock Purchase Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Increase in the shares authorized for issuance as a percentage of shares outstanding (in percent) | 1% | ||||||||||
Number of ESPP shares authorized (in shares) | 7,400,000 | ||||||||||
Number of additional ESPP shares authorized (in shares) | 3,900,000 | ||||||||||
Purchase period | 6 months | ||||||||||
Purchase price of common stock, percent of market price (in percent) | 85% | ||||||||||
Shares purchased under ESPP plan (in shares) | 0 | ||||||||||
Stock based compensation expense | 600,000 | $ 1,000,000 | |||||||||
Employee withholdings for future purchases under the ESPP | $ 3,300,000 | $ 3,300,000 | $ 3,300,000 | ||||||||
Shares subject to the employee stock purchase plan | 2021 Employee Stock Purchase Plan | Common Class A | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum employee subscription amount | $ 12,500 | ||||||||||
Shares subject to the employee stock purchase plan | 2021 Employee Stock Purchase Plan | Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of ESPP shares authorized (in shares) | 150,000,000 | ||||||||||
IPO Based Restricted Stock Units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock based compensation expense | $ 148,500,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Number of Options | |||
Balance, beginning of period (in shares) | 54,525,539 | ||
Shares purchased under ESPP plan (in shares) | 215,027 | ||
Options exercised (in shares) | (3,532,188) | ||
Options forfeited (in shares) | (1,315,060) | ||
Balance, end of period (in shares) | 49,893,318 | 54,525,539 | |
Exercisable and vested at end of period (in shares) | 34,382,199 | ||
Weighted Average Exercise Price | |||
Balance, beginning of period (in dollars per share) | $ 5.30 | ||
Options granted (in dollars per share) | 5.89 | ||
Options exercised (in dollars per share) | 2.14 | ||
Options forfeited (in dollars per share) | 6.96 | ||
Balance, end of period (in dollars per share) | 5.49 | $ 5.30 | |
Exercisable and vested at end of period (in dollars per shares) | $ 4.49 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Balance, weighted-average remaining contractual life (in years) | 6 years 7 months 6 days | 7 years 1 month 6 days | |
Exercisable at end of period, weighted-average remaining contractual life (in years) | 5 years 10 months 24 days | ||
Balance, aggregate intrinsic value | $ 25.7 | $ 221.3 | |
Exercisable and vested at end of period, aggregate intrinsic value | $ 25.7 | ||
Closing stock price (in dollars per share) | $ 3,610,000 | $ 9,090,000 | |
Outside of 2012 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options early exercised (in shares) | 1,100,000 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Weighted Average Grant Date Fair Value | |||
Taxes paid related to net share settlement of equity | $ 13.8 | $ 0 | |
Restricted Stock Units | |||
Number of Awards | |||
Balance as of the beginning of the period (in shares) | 54,517,930 | ||
Granted (in shares) | 31,015,818 | ||
Vested and converted to common stock (in shares) | (18,926,274) | ||
Forfeited (in shares) | (6,869,161) | ||
Balance as of the end of period (in shares) | 59,738,313 | ||
Weighted Average Grant Date Fair Value | |||
Balance as of the beginning of the period (in dollars per share) | $ 8.96 | $ 10.29 | |
Granted (in dollars per share) | 7.21 | ||
Vested (in dollars per share) | 8.64 | ||
Forfeited (in dollars per share) | 12.49 | ||
Balance as of the end of period (in dollars per share) | $ 8.96 | ||
Taxes paid related to net share settlement of equity | $ 13.8 | ||
Common Class A | Restricted Stock Units | |||
Weighted Average Grant Date Fair Value | |||
Shares issued in period (in shares) | 18,900,000 | ||
Shares withheld for tax withholding obligation (in shares) | 1,900,000 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock based compensation expense | $ 59.2 | $ 54.3 | $ 123 | $ 221.8 | |
IPO Related Expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock based compensation expense | $ 148.5 | 148.5 | |||
Commissions and other related expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock based compensation expense | 6.4 | 11.7 | 23.4 | 56.3 | |
Commissions and other related expense | IPO Related Expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock based compensation expense | 41.7 | ||||
Sales and marketing | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock based compensation expense | 11.2 | 8.6 | 21.9 | 17.6 | |
Sales and marketing | IPO Related Expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock based compensation expense | 1.8 | ||||
Operations and support | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock based compensation expense | 4.1 | 2.8 | 8.4 | 7.8 | |
Operations and support | IPO Related Expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock based compensation expense | 3.1 | ||||
Research and development | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock based compensation expense | 18.9 | 13.5 | 35.8 | 63 | |
Research and development | IPO Related Expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock based compensation expense | 46.9 | ||||
General and administrative | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock based compensation expense | $ 18.6 | $ 17.7 | $ 33.5 | 77.1 | |
General and administrative | IPO Related Expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock based compensation expense | $ 55 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Benefit from income taxes | $ 1.5 | $ 1.3 | $ 1.4 | $ 2 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Compass, Inc. - Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net loss attributable to Compass, Inc. | $ (101.2) | $ (7.1) | $ (289.2) | $ (219.5) |
Denominator: | ||||
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic (in shares) | 427,987,083 | 377,615,338 | 421,719,718 | 252,958,956 |
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., diluted (in shares) | 427,987,083 | 377,615,338 | 421,719,718 | 252,958,956 |
Net loss per share attributable to Compass, Inc., basic (in dollars per share) | $ (0.24) | $ (0.02) | $ (0.69) | $ (0.87) |
Net loss per share attributable to Compass, Inc., diluted (in dollars per share) | $ (0.24) | $ (0.02) | $ (0.69) | $ (0.87) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Compass, Inc. - Schedule of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 111,983,608 | 117,156,861 | 111,983,608 | 117,156,861 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 49,893,318 | 59,767,636 | 49,893,318 | 59,767,636 |
Outstanding RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 59,738,313 | 55,268,499 | 59,738,313 | 55,268,499 |
Shares subject to the employee stock purchase plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,521,265 | 0 | 1,521,265 | 0 |
Unvested early exercised options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 657,100 | 1,431,410 | 657,100 | 1,431,410 |
Unvested common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 173,612 | 689,316 | 173,612 | 689,316 |
Compass Concierge Receivables_3
Compass Concierge Receivables and Allowance for Credit Losses - Additional Information (Detail) | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Financing receivables related to unsold properties (in percent) | 97% | 96% |
Compass Concierge Receivables_4
Compass Concierge Receivables and Allowance for Credit Losses - Summary of ACL for Concierge Receivables (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning of period | $ 16.1 | $ 17.3 |
Allowances | 0.8 | 1.6 |
Net write-offs and other | (0.6) | (2.6) |
End of period | $ 16.3 | $ 16.3 |
Compass Concierge Receivables_5
Compass Concierge Receivables and Allowance for Credit Losses - Summary of Aging Analysis of Concierge Receivables (Detail) $ in Millions | Jun. 30, 2022 USD ($) |
Financing Receivable, Past Due [Line Items] | |
Concierge receivables | $ 74.5 |
Current | |
Financing Receivable, Past Due [Line Items] | |
Concierge receivables | 67.8 |
31-90 days past due | |
Financing Receivable, Past Due [Line Items] | |
Concierge receivables | 1 |
Over 90 days past due | |
Financing Receivable, Past Due [Line Items] | |
Concierge receivables | $ 5.7 |
Restructuring Activities - Narr
Restructuring Activities - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 18,900,000 | $ 0 | $ 18,900,000 | $ 0 |
Incurred cost | $ 25,100,000 | |||
Q2 2022 Strategic Actions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of positions eliminated | 10% | |||
Positions eliminated (in percent) | 450 | |||
Restructuring costs | $ 18,900,000 | |||
Incurred cost | 21,600,000 | |||
Q2 2022 Strategic Actions | Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Incurred cost | 14,800,000 | |||
Q2 2022 Strategic Actions | Lease Termination Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Incurred cost | 1,600,000 | |||
Q2 2022 Strategic Actions | Other Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Incurred cost | 200,000 | |||
Q2 2022 Strategic Actions | Accelerated Amortization of Intangible Assets | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Incurred cost | 4,600,000 | |||
Q2 2022 Strategic Actions | Write-down of Fixed Assets | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Incurred cost | 400,000 | |||
Q2 2022 Strategic Actions | Unpaid Severance Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related costs, liabilities remaining | 10,400,000 | |||
Other Restructuring Activities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Incurred cost | 3,500,000 | |||
Other Restructuring Activities | Write-down of Fixed Assets | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Incurred cost | 1,200,000 | |||
Other Restructuring Activities | Other Lease Termination Cost | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Incurred cost | $ 2,300,000 |
Restructuring Activities - Tota
Restructuring Activities - Total Costs Incurred and Expected to be Incurred (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Total amount expected to be incurred | $ 28.1 |
Amount incurred as of June 30, 2022 | 25.1 |
Total amount remaining to be incurred | 3 |
Restructuring Charges | |
Restructuring Cost and Reserve [Line Items] | |
Total amount expected to be incurred | 21.7 |
Amount incurred as of June 30, 2022 | 18.9 |
Total amount remaining to be incurred | 2.8 |
Depreciation and Amortization | |
Restructuring Cost and Reserve [Line Items] | |
Total amount expected to be incurred | 6.4 |
Amount incurred as of June 30, 2022 | 6.2 |
Total amount remaining to be incurred | 0.2 |
Q2 2022 Strategic Actions | |
Restructuring Cost and Reserve [Line Items] | |
Total amount expected to be incurred | 24.5 |
Amount incurred as of June 30, 2022 | 21.6 |
Total amount remaining to be incurred | 2.9 |
Other Restructuring Activities | |
Restructuring Cost and Reserve [Line Items] | |
Total amount expected to be incurred | 3.6 |
Amount incurred as of June 30, 2022 | 3.5 |
Total amount remaining to be incurred | 0.1 |
Employee Severance | Q2 2022 Strategic Actions | |
Restructuring Cost and Reserve [Line Items] | |
Total amount expected to be incurred | 14.8 |
Amount incurred as of June 30, 2022 | 14.8 |
Total amount remaining to be incurred | 0 |
Lease Termination Costs | Q2 2022 Strategic Actions | |
Restructuring Cost and Reserve [Line Items] | |
Total amount expected to be incurred | 4.3 |
Amount incurred as of June 30, 2022 | 1.6 |
Total amount remaining to be incurred | 2.7 |
Accelerated Amortization of Intangible Assets | Q2 2022 Strategic Actions | |
Restructuring Cost and Reserve [Line Items] | |
Total amount expected to be incurred | 4.6 |
Amount incurred as of June 30, 2022 | 4.6 |
Total amount remaining to be incurred | 0 |
Other Restructuring | Q2 2022 Strategic Actions | |
Restructuring Cost and Reserve [Line Items] | |
Total amount expected to be incurred | 0.2 |
Amount incurred as of June 30, 2022 | 0.2 |
Total amount remaining to be incurred | 0 |
Write-down of Fixed Assets | Q2 2022 Strategic Actions | |
Restructuring Cost and Reserve [Line Items] | |
Total amount expected to be incurred | 0.6 |
Amount incurred as of June 30, 2022 | 0.4 |
Total amount remaining to be incurred | 0.2 |
Write-down of Fixed Assets | Other Restructuring Activities | |
Restructuring Cost and Reserve [Line Items] | |
Total amount expected to be incurred | 1.2 |
Amount incurred as of June 30, 2022 | 1.2 |
Total amount remaining to be incurred | 0 |
Other Lease Termination Cost | Other Restructuring Activities | |
Restructuring Cost and Reserve [Line Items] | |
Total amount expected to be incurred | 2.4 |
Amount incurred as of June 30, 2022 | 2.3 |
Total amount remaining to be incurred | $ 0.1 |