Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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, $0.00001 par value per share | |
Trading Symbol | COMP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 483,044,464 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001563190 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 220 | $ 361.9 |
Accounts receivable, net of allowance of $9.8 and $9.0, respectively | 41 | 36.6 |
Compass Concierge receivables, net of allowance of $13.5 and $14.7, respectively | 34.3 | 42.9 |
Other current assets | 62.5 | 76.5 |
Total current assets | 357.8 | 517.9 |
Property and equipment, net | 161.7 | 192.5 |
Operating lease right-of-use assets | 421.4 | 483.2 |
Intangible assets, net | 86.1 | 99.3 |
Goodwill | 208.8 | 198.4 |
Other non-current assets | 27.8 | 41.8 |
Total assets | 1,263.6 | 1,533.1 |
Current liabilities | ||
Accounts payable | 22.6 | 28.1 |
Commissions payable | 77.1 | 48 |
Accrued expenses and other current liabilities | 105.8 | 164.9 |
Current lease liabilities | 104.2 | 94.6 |
Total current liabilities | 337.6 | 517.5 |
Non-current lease liabilities | 426.1 | 486.5 |
Other non-current liabilities | 22.5 | 8.4 |
Total liabilities | 786.2 | 1,012.4 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity | ||
Common stock, $0.00001 par value, 13,850,000,000 shares authorized at September 30, 2023 and December 31, 2022; 477,843,818 shares issued and outstanding at September 30, 2023; 438,098,194 shares issued and outstanding at December 31, 2022 | 0 | 0 |
Additional paid-in capital | 2,908.1 | 2,713.6 |
Accumulated deficit | (2,434.1) | (2,196.5) |
Total Compass, Inc. stockholders’ equity | 474 | 517.1 |
Non-controlling interest | 3.4 | 3.6 |
Total stockholders' equity | 477.4 | 520.7 |
Total liabilities and stockholders’ equity | 1,263.6 | 1,533.1 |
Concierge credit facility | ||
Current liabilities | ||
Credit facility | 27.9 | 31.9 |
Revolving credit facility | ||
Current liabilities | ||
Credit facility | $ 0 | $ 150 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss on accounts receivable current | $ 9.8 | $ 9 |
Allowance for credit loss on financing receivable current | $ 13.5 | $ 14.7 |
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) | 477,843,818 | 438,098,194 |
Common stock shares outstanding (in shares) | 477,843,818 | 438,098,194 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,337.4 | $ 1,493.7 | $ 3,788.6 | $ 4,910.8 |
Operating expenses: | ||||
Commissions and other related expense | 1,096.2 | 1,218 | 3,111.1 | 4,017.3 |
Sales and marketing | 103.9 | 144.4 | 332.5 | 444.3 |
Operations and support | 83.2 | 95.1 | 247.3 | 308.9 |
Research and development | 45.8 | 81.5 | 140.1 | 296.9 |
General and administrative | 24.2 | 56.5 | 93.3 | 167 |
Restructuring costs | 1.7 | 29 | 27.7 | 47.9 |
Depreciation and amortization | 21.3 | 21 | 68.5 | 65.1 |
Total operating expenses | 1,376.3 | 1,645.5 | 4,020.5 | 5,347.4 |
Loss from operations | (38.9) | (151.8) | (231.9) | (436.6) |
Investment income, net | 1.5 | 1.1 | 6.9 | 1.5 |
Interest expense | (1.9) | (0.9) | (9.2) | (2.3) |
Loss before income taxes and equity in loss of unconsolidated entity | (39.3) | (151.6) | (234.2) | (437.4) |
Income tax benefit | 0.5 | 0 | 0.5 | 1.4 |
Equity in loss of unconsolidated entity | (0.4) | (2.5) | (2.6) | (7.5) |
Net loss | (39.2) | (154.1) | (236.3) | (443.5) |
Net (income) loss attributable to non-controlling interests | (0.2) | (0.1) | (1.3) | 0.1 |
Net loss attributable to Compass, Inc. | $ (39.4) | $ (154.2) | $ (237.6) | $ (443.4) |
Net loss per share attributable to Compass, Inc., basic (in dollars per share) | $ (0.08) | $ (0.36) | $ (0.52) | $ (1.04) |
Net loss per share attributable to Compass, Inc., diluted (in dollars per share) | $ (0.08) | $ (0.36) | $ (0.52) | $ (1.04) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., basic (in shares) | 470,945,736 | 432,459,739 | 460,730,792 | 425,338,530 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., diluted (in shares) | 470,945,736 | 432,459,739 | 460,730,792 | 425,338,530 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Millions | Total | 2021 Agent Equity Program | 2022 Agent Equity Program | Common Stock | Common Stock 2021 Agent Equity Program | Common Stock 2022 Agent Equity Program | Additional Paid-in Capital | Additional Paid-in Capital 2021 Agent Equity Program | Additional Paid-in Capital 2022 Agent Equity Program | Accumulated Deficit | Total Compass, Inc. Stockholders’ Equity | Total Compass, Inc. Stockholders’ Equity 2021 Agent Equity Program | Total Compass, Inc. Stockholders’ Equity 2022 Agent Equity Program | Non-controlling Interest |
Beginning balance (in shares) at Dec. 31, 2021 | 409,267,751 | |||||||||||||
Beginning balance at Dec. 31, 2021 | $ 847.6 | $ 2,438.8 | $ (1,595) | $ 843.8 | $ 3.8 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss | (443.5) | (443.4) | (443.4) | (0.1) | ||||||||||
Issuance of common stock in connection with acquisitions (in shares) | 335,252 | |||||||||||||
Issuance of common stock in connection with acquisitions | 2 | 2 | 2 | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 3,949,244 | |||||||||||||
Issuance of common stock upon exercise of stock options | 8.6 | 8.6 | 8.6 | |||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld (in shares) | 6,328,555 | |||||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld | (19.5) | (19.5) | (19.5) | |||||||||||
Vesting of early exercised stock options | 5.3 | 5.3 | 5.3 | |||||||||||
Issuance of common stock in connection with the Agent Equity Program (in shares) | 13,608,896 | |||||||||||||
Issuance of common stock in connection with the Agent Equity Program | $ 100 | $ 100 | $ 100 | |||||||||||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 578,921 | |||||||||||||
Issuance of common stock under the Employee Stock Purchase Plan | 2.3 | 2.3 | 2.3 | |||||||||||
Stock-based compensation | 138.8 | 138.8 | 138.8 | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 434,068,619 | |||||||||||||
Ending balance at Sep. 30, 2022 | 641.6 | 2,676.3 | (2,038.4) | 637.9 | 3.7 | |||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 429,957,017 | |||||||||||||
Beginning balance at Jun. 30, 2022 | 755.8 | 2,636.4 | (1,884.2) | 752.2 | 3.6 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss | (154.1) | (154.2) | (154.2) | 0.1 | ||||||||||
Issuance of common stock in connection with acquisitions (in shares) | 211,400 | |||||||||||||
Issuance of common stock in connection with acquisitions | 1.2 | 1.2 | 1.2 | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 417,056 | |||||||||||||
Issuance of common stock upon exercise of stock options | 0.9 | 0.9 | 0.9 | |||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld (in shares) | 2,904,225 | |||||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld | (5.7) | (5.7) | (5.7) | |||||||||||
Vesting of early exercised stock options | 3.1 | 3.1 | 3.1 | |||||||||||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 578,921 | |||||||||||||
Issuance of common stock under the Employee Stock Purchase Plan | 2.3 | 2.3 | 2.3 | |||||||||||
Stock-based compensation | 38.1 | 38.1 | 38.1 | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 434,068,619 | |||||||||||||
Ending balance at Sep. 30, 2022 | $ 641.6 | 2,676.3 | (2,038.4) | 637.9 | 3.7 | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 438,098,194 | 438,098,194 | ||||||||||||
Beginning balance at Dec. 31, 2022 | $ 520.7 | 2,713.6 | (2,196.5) | 517.1 | 3.6 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss | (236.3) | (237.6) | (237.6) | 1.3 | ||||||||||
Issuance of common stock in connection with acquisitions (in shares) | 3,215,610 | |||||||||||||
Issuance of common stock in connection with acquisitions | $ 10.6 | 10.6 | 10.6 | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 2,745,170 | 2,745,170 | ||||||||||||
Issuance of common stock upon exercise of stock options | $ 4.2 | 4.2 | 4.2 | |||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld (in shares) | 9,919,619 | |||||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld | (17.9) | (17.9) | (17.9) | |||||||||||
Vesting of early exercised stock options | 0.4 | 0.4 | 0.4 | |||||||||||
Issuance of common stock in connection with the Agent Equity Program (in shares) | 14,147,480 | |||||||||||||
Issuance of common stock in connection with the Agent Equity Program | $ 53.3 | $ 53.3 | $ 53.3 | |||||||||||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 759,835 | |||||||||||||
Issuance of common stock under the Employee Stock Purchase Plan | 2.5 | 2.5 | 2.5 | |||||||||||
Issuance of common stock in connection with the Strategic Transaction (in shares) | 8,957,910 | |||||||||||||
Issuance of common stock in connection with the Strategic Transaction | 30 | 30 | 30 | |||||||||||
Stock-based compensation | 111.4 | 111.4 | 111.4 | |||||||||||
Other activity related to non-controlling interests | $ (1.5) | (1.5) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 477,843,818 | 477,843,818 | ||||||||||||
Ending balance at Sep. 30, 2023 | $ 477.4 | 2,908.1 | (2,434.1) | 474 | 3.4 | |||||||||
Beginning balance (in shares) at Jun. 30, 2023 | 462,987,617 | |||||||||||||
Beginning balance at Jun. 30, 2023 | 451.7 | 2,842.3 | (2,394.7) | 447.6 | 4.1 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss | (39.2) | (39.4) | (39.4) | 0.2 | ||||||||||
Issuance of common stock in connection with acquisitions (in shares) | 637,406 | |||||||||||||
Issuance of common stock in connection with acquisitions | 2.4 | 2.4 | 2.4 | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 648,062 | |||||||||||||
Issuance of common stock upon exercise of stock options | 1.3 | 1.3 | 1.3 | |||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld (in shares) | 4,221,908 | |||||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld | (7.6) | (7.6) | (7.6) | |||||||||||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 390,915 | |||||||||||||
Issuance of common stock under the Employee Stock Purchase Plan | 1.1 | 1.1 | 1.1 | |||||||||||
Issuance of common stock in connection with the Strategic Transaction (in shares) | 8,957,910 | |||||||||||||
Issuance of common stock in connection with the Strategic Transaction | 30 | 30 | 30 | |||||||||||
Stock-based compensation | 38.6 | 38.6 | 38.6 | |||||||||||
Other activity related to non-controlling interests | $ (0.9) | (0.9) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 477,843,818 | 477,843,818 | ||||||||||||
Ending balance at Sep. 30, 2023 | $ 477.4 | $ 2,908.1 | $ (2,434.1) | $ 474 | $ 3.4 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities | ||
Net loss | $ (236.3) | $ (443.5) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 68.5 | 65.1 |
Stock-based compensation | 121.9 | 173.1 |
Equity in loss of unconsolidated entity | 2.6 | 7.5 |
Change in acquisition related contingent consideration | 1.1 | (1.9) |
Bad debt expense | 4.6 | 5.2 |
Amortization of debt issuance costs | 0.6 | 0.7 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8.3) | 11.1 |
Compass Concierge receivables | 7.9 | (29.1) |
Other current assets | 13.6 | 1.8 |
Other non-current assets | 11.5 | 1.9 |
Operating lease right-of-use assets and operating lease liabilities | 7.6 | 5.8 |
Accounts payable | (5.8) | 5.9 |
Commissions payable | 29 | 2.2 |
Accrued expenses and other liabilities | (5.7) | 20.3 |
Net cash provided by (used in) operating activities | 12.8 | (173.9) |
Investing Activities | ||
Investment in unconsolidated entity | 0 | (15) |
Capital expenditures | (8.9) | (56.9) |
Cash acquired, net of payments for acquisitions | 0.7 | (15) |
Net cash used in investing activities | (8.2) | (86.9) |
Financing Activities | ||
Proceeds from exercise of stock options | 4.2 | 8.6 |
Proceeds from issuance of common stock under Employee Stock Purchase Plan | 2.5 | 2.3 |
Taxes paid related to net share settlement of equity awards | (17.9) | (19.5) |
Proceeds from issuance of common stock in connection with the Strategic Transaction | 32.3 | 0 |
Payments related to acquisitions, including contingent consideration | (12.1) | (13.9) |
Other | (1.5) | (0.4) |
Net cash used in financing activities | (146.5) | (2.6) |
Net decrease in cash and cash equivalents | (141.9) | (263.4) |
Cash and cash equivalents at beginning of period | 361.9 | 618.3 |
Cash and cash equivalents at end of period | 220 | 354.9 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 8 | 1.5 |
Supplemental non-cash information: | ||
Issuance of common stock for acquisitions | 10.6 | 2 |
Concierge credit facility | ||
Financing Activities | ||
Proceeds from drawdowns on credit facility | 44.7 | 47 |
Repayments of drawdowns on credit facility | (48.7) | (26.7) |
Revolving credit facility | ||
Financing Activities | ||
Proceeds from drawdowns on credit facility | 75 | 0 |
Repayments of drawdowns on credit facility | $ (225) | $ 0 |
Business and Basis of Presentat
Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Basis of Presentation | 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. 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”. 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. 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. The results of the interim periods presented are not necessarily indicative of the results expected for the full year. Certain information and notes normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted under the SEC’s rules and regulations. Accordingly, the unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the year ended December 31, 2022 included in the 2022 Form 10-K. Liquidity Since inception, the Company has primarily generated negative cash flows from operations and has primarily financed operations from net proceeds from the issuance of convertible preferred stock and common stock. In addition, a number of macroeconomic conditions, including rising inflation and rapidly rising mortgage interest rates, have contributed to a slowdown in the U.S. residential real estate market, which has had an adverse impact on the Company’s business and may continue to adversely impact the Company’s business in the future. During the year ended December 31, 2022 and the nine months ended September 30, 2023, the Company enacted various restructuring actions designed 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. As the residential real estate market and related transaction volumes may remain challenging for the fourth quarter of 2023 and throughout 2024, operating losses and negative cash flows from operations will continue for certain quarterly periods in the foreseeable future. The Company will continue to assess the impact that changing macroeconomic factors and the slowdown of the U.S. residential real estate market, as well as other factors such as litigation risks, will have on its business and may need to adjust its operations, including further operating expense reductions, as necessary. There is no assurance that the Company will be successful in further adjusting its operating expenses to align to the changing real estate market conditions. As of September 30, 2023 and December 31, 2022, the Company held cash and cash equivalents of approximately $220.0 million and $361.9 million, respectively. Additionally, the Company has a Revolving Credit Facility that matures in March 2026, which it can draw upon provided it maintains continued compliance with certain financial and non-financial covenants. As of September 30, 2023, the Company had $303.4 million available to be drawn under the Revolving Credit Facility. Further, the Company is in compliance with each of the financial and non-financial covenants. See Note 5 — "Debt" for further details. The Company's operating cash flows vary depending on the seasonality of the real estate business. The Company believes that it will have sufficient liquidity from cash on hand, its Revolving Credit Facility and future operations to sustain its business operations for at least the next twelve months and beyond. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of condensed 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 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 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, which the Company issues to employees, affiliated agents and in certain cases in connection with business combinations, 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. The Company also issues RSUs to employees, affiliated agents and in certain cases in connection with business combinations. In addition to the issuance of RSUs to agents as equity compensation for the provision of services, the Company offered RSUs to affiliated agents through its Agent Equity Program. The Agent Equity Program offered 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 were 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. The Company discontinued the Agent Equity Program following the issuance of RSUs during the first quarter of 2023 related to the 2022 Agent Equity Program. The Company's 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. The liquidity event-based vesting condition was met on March 31, 2021, the effective date of the Company’s registration statement filed in connection with the IPO, with subsequent expense recognized using the accelerated attribution method. 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 granted in connection with the 2021 and 2022 Agent Equity Programs, the Company determined the value of the stock-based compensation expense at the time the underlying commission was earned and recognized 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 was recorded as a liability throughout the service periods and was reclassified to Additional paid-in capital at the end of the vesting period when the underlying RSUs were issued. On a limited basis, the Company has issued stock options and RSUs that contain service, performance and market-based vesting conditions. Such awards were 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 U.S. GAAP to contracts or other transactions affected by reference rate reform if certain criteria are met. The guidance was issued on March 12, 2020 and may be applied prospectively through December 31, 2022. On December 21, 2022, the FASB issued ASU 2022-06, R eference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848, which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. 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. The Company adopted this standard as of January 1, 2023, and the adoption did not 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 guidance 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 guidance are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this standard as of January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions During the nine months ended September 30, 2023, the Company completed the acquisition of 100% of the ownership interests in two residential real estate brokerages and acquired the assets of a smaller residential real estate brokerage. The purpose of these acquisitions was to expand the Company’s existing brokerage business in key domestic markets. The Company has accounted for these acquisitions as business combinations. The consideration for the acquisition completed during the three months ended March 31, 2023 is comprised of contingent consideration payable in the form of the Company's Class A common stock and cash at various payment dates through 2033 dependent on the future performance of the acquired business. At the time of acquisition, the purchase price was estimated to be $8.8 million and was calculated at net present value using a variety of inputs and assumptions, the most significant of which were the forecasted future results of the acquired business. The consideration for the acquisitions completed during the three months ended September 30, 2023 is comprised of For the nine months ended September 30, 2023, the fair value of the assets acquired and the liabilities assumed, related to the 2023 acquisitions, primarily resulted in the recognition of: $10.8 million of customer relationships; $5.1 million of other current and non-current assets; and $6.1 million of other current and non-current liabilities. The excess of the aggregate purchase price over the aggregate fair value of the acquired net assets was recorded as goodwill of $10.2 million. The acquired customer relationships are being amortized over the estimated useful lives of approximately 5 years. Approximately $0.6 million of the goodwill recorded during the nine months ended September 30, 2023 is deductible for tax purposes. The amount of tax-deductible goodwill may increase in the future to approximately $9.0 million dependent on the payment of certain contingent consideration 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 date 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 this acquisition have not been presented because the acquisitions are not material to the Company’s consolidated revenue and results of operations. 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 $1.6 million of the obligations as of September 30, 2023 are fixed in value. As of September 30, 2023, the undiscounted estimated payment under these arrangements was $34.2 million. Changes in contingent consideration measured at fair value on a recurring basis were as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Opening balance $ 17.6 $ 21.7 $ 14.0 $ 24.4 Acquisitions 4.0 — 12.8 3.6 Payments (3.3) (4.6) (9.1) (10.6) Changes in fair value included in net loss 0.5 (1.6) 1.1 (1.9) Closing balance $ 18.8 $ 15.5 $ 18.8 $ 15.5 Other Acquisition-Related Arrangements In connection with the Company’s acquisitions, certain amounts paid or to be paid to selling shareholders are subject to clawback and forfeiture dependent on certain employees and agents providing continued service to the Company. These retention-based payments are accounted for as compensation for future services and the Company recognizes the expenses over the service period. As of September 30, 2023, the Company expects to pay up to an additional $4.5 million in future compensation to such selling shareholders in connection with these arrangements. For the three months ended September 30, 2023 and 2022, the Company recognized expense of $0.1 million and $3.2 million, respectively, and for the nine months ended September 30, 2023 and 2022, the Company recognized expense of $2.1 million and $14.6 million, respectively, within Operations and support in the condensed consolidated statements of operations related to these arrangements. During the nine months ended September 30, 2023, certain acquisition-related compensation arrangements and holdbacks were settled in the form of Class A common stock. In connection with these settlements, the Company issued 2.7 million shares of Class A common stock. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities The Company’s cash and cash equivalents of $220.0 million and $361.9 million as of September 30, 2023 and December 31, 2022, 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 $18.8 million and $14.0 million as of September 30, 2023 and December 31, 2022, respectively, are the Company’s only Level 3 financial instruments. See Note 3 – “Acquisitions” for changes in contingent consideration for the three and nine months ended September 30, 2023 and 2022. The following table presents the balances of contingent consideration as presented in the condensed consolidated balance sheets (in millions): September 30, 2023 December 31, 2022 Accrued expenses and other current liabilities $ 5.1 $ 10.0 Other non-current liabilities 13.7 4.0 Total contingent consideration $ 18.8 $ 14.0 There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented. Level 3 Financial Liabilities The Company’s Level 3 financial liabilities relate to acquisition-related contingent consideration arrangements. Contingent consideration represents obligations of the Company to transfer cash or the Company's common stock to the sellers of certain acquired entities in the event that certain targets and milestones are met. The Company estimated the fair value of the contingent consideration using a variety of inputs, the most significant of which were the forecasted future results of the acquired businesses, not observable in the market. The impact of changes in these assumptions is not expected to result in material changes to the fair value of the Level 3 financial liabilities. Changes in the fair value of Level 3 financial liabilities |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 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, which was subsequently amended on July 29, 2021, August 5, 2022 and August 4, 2023. 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. Borrowings under the Concierge Facility bear interest at the term SOFR rate plus a margin of 2.75%. The two year commitment fee is 0.35% if the Concierge Facility is utilized greater than 50% and 0.50%, if the Concierge Facility is utilized less than 50%. On August 4, 2023, the revolving period under the Concierge Facility was extended to August 3, 2025. The interest rate on the Concierge Facility was 8.90% as of September 30, 2023. Pursuant to the Concierge Facility, the principal amount, if any, is payable in full in January 2026, unless earlier terminated or extended. The Company has the option to repay the borrowings under the Concierge Facility without premium or penalty prior to maturity. The Concierge Facility contains customary affirmative covenants, such as financial statement reporting requirements, as well as covenants that restrict the Company's 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 Concierge Facility will automatically be reduced to zero and the Company will be required to repay any outstanding loans under the Concierge Facility. As of September 30, 2023, the Company was in compliance with the covenants under the Concierge Facility. The Concierge Facility includes customary events of default that include, among other things, nonpayment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, bankruptcy and insolvency events, material judgments and change of control. The occurrence of an event of default could result in the acceleration of the obligations and/or the increase in the applicable interest rate under the 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 (the "Administrative Agent"), and certain other lenders, which was subsequently amended on May 1, 2023. The Revolving Credit Facility provides for a $350.0 million revolving credit facility, 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 rate per annum equal to the secured overnight financing rate ("SOFR") 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 SOFR term rate for a one-month interest period plus 1.00% and (d) 1.00%. The SOFR term rate is determined by the Administrative Agent as the forward-looking term rate plus a 0.10% adjustment. 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 in March 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 September 30, 2023, there were no borrowings outstanding under the Revolving Credit Facility and outstanding letters of credit under the Revolving Credit Facility totaled approximately $46.6 million. The Revolving Credit Facility contains customary representations, warranties, financial covenants applicable to the Company and its 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 (i) the Company maintains liquidity of at least $150.0 million as of the last day of each fiscal quarter and each date of a credit extension and (ii) the Company’s consolidated total revenue as of the last day of each fiscal quarter be equal to or greater than the specified amount corresponding to such period. The minimum required consolidated revenue threshold for the trailing four fiscal quarters is $3,799.0 million during 2023 and $4,668.0 million thereafter. As of September 30, 2023, the Company was in compliance with the financial covenants under the Revolving Credit Facility. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. 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. Don Gibson, Lauren Criss, and John Meiners v. National Association of Realtors, Compass, Inc., eXp World Holdings, Inc., Redfin Corporation, Weichert Realtors, United Real Estate, Howard Hanna Real Estate Services, and Douglas Elliman, Inc. On October 31, 2023, counsel for Don Gibson, Lauren Criss, and John Meiners filed a putative class action complaint against the Company, the National Association of Realtors, eXp World Holdings, Inc., Redfin Corporation, Weichert Realtors, United Real Estate, Howard Hanna Real Estate, and Douglas Elliman, Inc. (collectively, "Gibson Defendants") in the United States District Court for the Western District of Missouri (the "Gibson Lawsuit"). The complaint alleges that Gibson Defendants engaged in a continuing contract, combination, or conspiracy to unreasonable restrain interstate trade and commerce in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1 by entering into a continuing agreement to require sellers of residential property to make inflated payments to brokers representing buyers. 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 claim asserted therein. The Company plans to vigorously defend itself against all claims. Mya Batton, Aaron Bolton, Michael Brace, Do Yeon Irene Kim, Anna James, James Mullis, and Theodore Bisbicos v. Compass, Inc., eXp World Holdings, Inc., Redfin Corporation, Weichert Realtors, United Real Estate Group, Howard Hanna Real Estate Services, and Douglas Elliman, Inc. On November 2, 2023, counsel for Mya Batton, Aaron Bolton, Michael Brace, Do Yeon Irene Kim, Anna James, James Mullis, and Theodore Bisbicos filed a putative class action against the Company, eXp World Holdings, Inc., Redfin Corporation, Weichert Realtors, United Real Estate Group, Howard Hanna Real Estate Services, and Douglas Elliman, Inc. (collectively, “Batton Defendants”) in the United States District Court for the Northern District of Illinois (together with the “Gibson Lawsuit,” the “Antitrust Lawsuits”). The complaint alleges that the Batton Defendants entered into a continuing contract, combination, or conspiracy to unreasonably restrain interstate trade and commerce in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1 and state law antitrust statutes, violated state consumer protection statutes, and were unjustly enriched by industry rules that set the manner by which buyer’s brokers are compensated. 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 claim asserted therein. The Company plans to vigorously defend itself against all claims. 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 September 30, 2023 and December 31, 2022, the Company was contingently liable for $54.4 million and $48.0 million, respectively, under these letters of credit. As of September 30, 2023, $46.6 million and $7.8 million of these letters of credit were collateralized by the Revolving Credit Facility and cash and cash equivalents, respectively. As of December 31, 2022, $33.0 million and $15.0 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 $153.5 million and $136.7 million as of September 30, 2023 and December 31, 2022, 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 | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Preferred Stock and Common stock | 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 September 30, 2023 and December 31, 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 CEO 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 CEO 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 CEO 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 12.5 billion shares of Class A common stock, 1.25 billion shares of Class B common stock and 100 million shares of Class C common stock. Shares of each class of common stock have a 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 September 30, 2023 and December 31, 2022: September 30, 2023 Shares Shares Shares Class A common stock 12,500,000,000 458,904,462 458,904,462 Class B common stock 1,250,000,000 — — Class C common stock 100,000,000 18,939,356 18,939,356 Total 13,850,000,000 477,843,818 477,843,818 December 31, 2022 Shares Shares Shares Class A common stock 12,500,000,000 419,842,991 419,842,991 Class B common stock 1,250,000,000 — — Class C common stock 100,000,000 18,255,203 18,255,203 Total 13,850,000,000 438,098,194 438,098,194 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. Strategic Transaction In August 2023, the Company entered into a definitive asset purchase agreement with a Canadian real estate proptech company (the "Strategic Transaction") under which the Company received $32.3 million of cash in exchange for 9.0 million shares of Class A common stock and committed to make an additional contingent payment in the form of Class A common stock or cash, as determined by the Company. The contingent payment is dependent on a volume-weighted stock price target for the Company's Class A common stock and is payable up to a maximum of $5.5 million in May 2025 (unless the volume-weighted stock price target is triggered). As of September 30, 2023, the Company has estimated a liability of $2.3 million in connection with this contingent arrangement and has included the amount in the Accrued expenses and other current liabilities line of its condensed consolidated balance sheet. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 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, 2023, the shares available for future grants were increased by an additional 21.9 million shares as a result of the annual increase provision described above. As of September 30, 2023, there were 33.7 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. Effective January 1, 2023, the authorized shares increased by 4.2 million shares as a result of the annual increase provision described above. As of September 30, 2023, 14.1 million shares of Class A common stock remain available for grant under the ESPP. 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. 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. During the nine months ended September 30, 2023, the Company issued 0.8 million shares of Class A common stock under the ESPP. The Company recognized $0.4 million and $1.0 million of stock-based compensation expense related to the ESPP during the three and nine months ended September 30, 2023, respectively, and $0.7 million and $1.7 million during the three and nine months ended September 30, 2022, respectively. As of September 30, 2023, $0.4 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) Balance as of December 31, 2022 46,694,237 $ 5.44 5.9 $ 8.5 Granted 220,680 3.86 Exercised (2,745,170) 1.51 Forfeited (2,729,899) 6.76 Balance as of September 30, 2023 41,439,848 $ 5.60 5.4 $ 10.9 Exercisable and vested at September 30, 2023 35,211,540 $ 5.12 5.1 $ 10.9 (1) The aggregate intrinsic values have been calculated using the Company’s closing stock prices of $2.90 and $2.33 as of September 30, 2023 and December 31, 2022, respectively. During the nine months ended September 30, 2023 and 2022, the intrinsic value of options exercised was $5.9 million and $20.1 million, respectively. Restricted Stock Units A summary of RSU activity under the 2012 Plan and the 2021 Plan is presented below: Number of Awards Weighted Average Grant Date Fair Value Balance as of December 31, 2022 47,189,837 $ 7.10 Granted 36,924,173 3.41 Vested and converted to common stock (1) (29,399,902) 4.90 Forfeited (6,232,581) 7.49 Balance as of September 30, 2023 48,481,527 $ 5.57 (1) During the nine months ended September 30, 2023, the Company net settled all RSUs through which it issued an aggregate of 29.4 million shares of Class A common stock and withheld an aggregate of 5.3 million shares of Class A common st ock to satisfy $17.9 million of tax withholding obligations on behalf of the Company’s employees. Included in the table above are 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 that remain outstanding as of September 30, 2023. The performance-based vesting conditions provide that 12.5% of the shares subject to the RSUs 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 RSUs 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 nine months ended September 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. In connection with the 2022 Agent Equity Program, the Company recognized a total of $53.3 million in stock-based compensation expense of which $41.7 million was recognized during the year ended December 31, 2022 and $11.6 million was recognized during the nine months ended September 30, 2023. In January 2023, the Company granted 14.1 million RSUs, which immediately vested and converted to Class A common stock in connection with the 2022 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 $53.3 million was ultimately reclassified to Additional paid-in capital at the end of the vesting period when the underlying RSUs were granted. Following the issuance of these RSUs, the Company discontinued the Agent Equity Program. Stock-Based Compensation Expense Total stock-based compensation expense included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 is as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Commissions and other related expense $ — $ 12.7 $ 11.6 $ 36.1 Sales and marketing 8.8 10.8 26.4 32.7 Operations and support 4.5 3.9 11.6 12.3 Research and development 11.4 9.4 34.4 45.2 General and administrative 13.3 13.3 37.9 46.8 Total stock-based compensation expense $ 38.0 $ 50.1 $ 121.9 $ 173.1 As of September 30, 2023, unrecognized stock-based compensation expense totaled $202.4 million and is expected to be recognized over a weighted-average period of 2.1 years. The Company has not recognized any tax benefits from stock-based compensation as a result of the full valuation allowance maintained on its deferred tax assets. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company recognized $0.5 million of income tax benefit for the three and nine months ended September 30, 2023. This benefit resulted from a partial reduction in the valuation allowance related to the carryover tax basis in deferred tax liabilities from an acquisition netted with state income tax expense. Additionally, the Company incurred current tax expense from its operations in India, which was offset by a deferred tax benefit for future alternative minimum tax credits. The Company recognized no benefit from income taxes for the three months ended September 30, 2022 and a benefit of $1.4 million for the nine months ended September 30, 2022. 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 had no material uncertain tax positions as of the period ended September 30, 2023 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. | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Compass, Inc. | 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net loss attributable to Compass, Inc. $ (39.4) $ (154.2) $ (237.6) $ (443.4) Denominator: Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., basic and diluted 470,945,736 432,459,739 460,730,792 425,338,530 Net loss per share attributable to Compass, Inc., basic and diluted $ (0.08) $ (0.36) $ (0.52) $ (1.04) 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Outstanding stock options 41,439,848 47,553,271 41,439,848 47,553,271 Outstanding RSUs 48,481,527 46,357,027 48,481,527 46,357,027 Shares subject to the Employee Stock Purchase Plan 685,943 733,515 685,943 733,515 Unvested early exercised stock options 29,070 135,360 29,070 135,360 Unvested common stock — 156,252 — 156,252 Contingent common stock to be issued in connection with the Strategic Transaction 1,791,802 — 1,791,802 — Total 92,428,190 94,935,425 92,428,190 94,935,425 |
Compass Concierge Receivables a
Compass Concierge Receivables and Allowance for Credit Losses | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Compass Concierge Receivables and Allowance for Credit Losses | 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 was based on a services model (“Concierge Classic”) provided by Compass Concierge, LLC (“Compass Concierge”), which included 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 provided for the payment of the up-front costs of specified home improvement services provided by unrelated vendors. During 2022, the Company substantially ceased providing new payments under the Concierge Classic program. 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. 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 program or repayment of the loan funds under the Concierge Capital program 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 nine months ended September 30, 2023 and 2022, the Company did not recognize any material income 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 are 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 September 30, 2023 and December 31, 2022, the amount of outstanding Concierge Receivables related to unsold properties was approximately 97% and 98%, 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 and economic conditions, (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 nine months ended September 30, 2023 (in millions): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Beginning of period $ 14.2 $ 14.7 Allowances 0.2 0.7 Net write-offs and other (0.9) (1.9) End of period $ 13.5 $ 13.5 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 are 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 September 30, 2023 (in millions): September 30, 2023 Current $ 38.3 31-90 days past due 2.7 Over 90 days past due 6.8 Total $ 47.8 |
Restructuring Activities
Restructuring Activities | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring Activities During the year ended December 31, 2022, the Company enacted certain workforce reductions, wound down Modus and terminated certain of its operating leases. The workforce reductions were 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. In addition to the workforce reductions, restructuring actions have included and are expected to include, but not be limited to, a reduction in U.S. hiring and backfills resulting from attrition; a reduction in spend through third-party vendors; eliminating the use of incentives when recruiting new agents and reducing incentives for existing agents; a planned slow down in new market expansion; and a review of occupancy costs with a view to consolidating offices and reducing related costs. During the three months ended March 31, 2023, the Company implemented a further workforce reduction. During the nine months ended September 30, 2023, the Company took actions to reduce its occupancy costs, the most significant being the scaling down of its New York administrative office. For the three and nine months ended September 30, 2023, the Company incurred restructuring costs of $1.7 million and $27.7 million, respectively, in connection with these actions. These costs are a result of severance and other termination benefits for employees whose roles were eliminated and lease termination costs as a result of the accelerated amortization of various right-of-use assets and other lease-related costs. These expenses have been presented within the Restructuring costs line in the condensed consolidated statements of operations. The Company incurred additional non-cash charges of approximately $5.3 million during the nine months ended September 30, 2023, respectively, associated with the write-down of fixed assets for certain real estate leases that have been exited, or partially exited. These costs have been included within the Depreciation and amortization line in the condensed consolidated statements of operations. The following table summarizes the total costs incurred in connection with the Company's restructuring activities taken during the three and nine months ended September 30, 2023 (in millions): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Severance related personnel costs $ — $ 8.9 Lease termination costs 1.7 18.8 Write-down of fixed assets — 5.3 Total expense $ 1.7 $ 33.0 The total costs incurred in connection with the Company's restructuring activities taken during the three and nine months ended September 30, 2023 were included in the condensed consolidated statements of operations as follows (in millions): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Restructuring costs $ 1.7 $ 27.7 Depreciation and amortization — 5.3 Total expense $ 1.7 $ 33.0 The following table summarizes the estimated timing of the Company's future lease and lease-related payments, net of amounts contractually subleased, related to restructuring activities for lease termination costs as of September 30, 2023 (in millions): Payment Due by Period Remaining 2023 $ 4.4 2024 14.7 2025 6.9 2026 2.8 Thereafter 2.0 Total $ 30.8 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (39.4) | $ (154.2) | $ (237.6) | $ (443.4) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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. The results of the interim periods presented are not necessarily indicative of the results expected for the full year. Certain information and notes normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted under the SEC’s rules and regulations. Accordingly, the unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the year ended December 31, 2022 included in the 2022 Form 10-K. |
Use of Estimates | Use of Estimates The preparation of condensed 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 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 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, which the Company issues to employees, affiliated agents and in certain cases in connection with business combinations, 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. The Company also issues RSUs to employees, affiliated agents and in certain cases in connection with business combinations. In addition to the issuance of RSUs to agents as equity compensation for the provision of services, the Company offered RSUs to affiliated agents through its Agent Equity Program. The Agent Equity Program offered 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 were 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. The Company discontinued the Agent Equity Program following the issuance of RSUs during the first quarter of 2023 related to the 2022 Agent Equity Program. The Company's 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. The liquidity event-based vesting condition was met on March 31, 2021, the effective date of the Company’s registration statement filed in connection with the IPO, with subsequent expense recognized using the accelerated attribution method. 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 granted in connection with the 2021 and 2022 Agent Equity Programs, the Company determined the value of the stock-based compensation expense at the time the underlying commission was earned and recognized 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 was recorded as a liability throughout the service periods and was reclassified to Additional paid-in capital at the end of the vesting period when the underlying RSUs were issued. |
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 U.S. GAAP to contracts or other transactions affected by reference rate reform if certain criteria are met. The guidance was issued on March 12, 2020 and may be applied prospectively through December 31, 2022. On December 21, 2022, the FASB issued ASU 2022-06, R eference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848, which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. 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. The Company adopted this standard as of January 1, 2023, and the adoption did not 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 guidance 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 guidance are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this standard as of January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Opening balance $ 17.6 $ 21.7 $ 14.0 $ 24.4 Acquisitions 4.0 — 12.8 3.6 Payments (3.3) (4.6) (9.1) (10.6) Changes in fair value included in net loss 0.5 (1.6) 1.1 (1.9) Closing balance $ 18.8 $ 15.5 $ 18.8 $ 15.5 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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): September 30, 2023 December 31, 2022 Accrued expenses and other current liabilities $ 5.1 $ 10.0 Other non-current liabilities 13.7 4.0 Total contingent consideration $ 18.8 $ 14.0 |
Preferred Stock and Common st_2
Preferred Stock and Common stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022: September 30, 2023 Shares Shares Shares Class A common stock 12,500,000,000 458,904,462 458,904,462 Class B common stock 1,250,000,000 — — Class C common stock 100,000,000 18,939,356 18,939,356 Total 13,850,000,000 477,843,818 477,843,818 December 31, 2022 Shares Shares Shares Class A common stock 12,500,000,000 419,842,991 419,842,991 Class B common stock 1,250,000,000 — — Class C common stock 100,000,000 18,255,203 18,255,203 Total 13,850,000,000 438,098,194 438,098,194 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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) Balance as of December 31, 2022 46,694,237 $ 5.44 5.9 $ 8.5 Granted 220,680 3.86 Exercised (2,745,170) 1.51 Forfeited (2,729,899) 6.76 Balance as of September 30, 2023 41,439,848 $ 5.60 5.4 $ 10.9 Exercisable and vested at September 30, 2023 35,211,540 $ 5.12 5.1 $ 10.9 |
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 Grant Date Fair Value Balance as of December 31, 2022 47,189,837 $ 7.10 Granted 36,924,173 3.41 Vested and converted to common stock (1) (29,399,902) 4.90 Forfeited (6,232,581) 7.49 Balance as of September 30, 2023 48,481,527 $ 5.57 (1) During the nine months ended September 30, 2023, the Company net settled all RSUs through which it issued an aggregate of 29.4 million shares of Class A common stock and withheld an aggregate of 5.3 million shares of Class A common st ock to satisfy $17.9 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 nine months ended September 30, 2023 and 2022 is as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Commissions and other related expense $ — $ 12.7 $ 11.6 $ 36.1 Sales and marketing 8.8 10.8 26.4 32.7 Operations and support 4.5 3.9 11.6 12.3 Research and development 11.4 9.4 34.4 45.2 General and administrative 13.3 13.3 37.9 46.8 Total stock-based compensation expense $ 38.0 $ 50.1 $ 121.9 $ 173.1 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Compass, Inc. (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net loss attributable to Compass, Inc. $ (39.4) $ (154.2) $ (237.6) $ (443.4) Denominator: Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., basic and diluted 470,945,736 432,459,739 460,730,792 425,338,530 Net loss per share attributable to Compass, Inc., basic and diluted $ (0.08) $ (0.36) $ (0.52) $ (1.04) |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Outstanding stock options 41,439,848 47,553,271 41,439,848 47,553,271 Outstanding RSUs 48,481,527 46,357,027 48,481,527 46,357,027 Shares subject to the Employee Stock Purchase Plan 685,943 733,515 685,943 733,515 Unvested early exercised stock options 29,070 135,360 29,070 135,360 Unvested common stock — 156,252 — 156,252 Contingent common stock to be issued in connection with the Strategic Transaction 1,791,802 — 1,791,802 — Total 92,428,190 94,935,425 92,428,190 94,935,425 |
Compass Concierge Receivables_2
Compass Concierge Receivables and Allowance for Credit Losses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Summary of ACL for Concierge Receivables | The following table summarizes the activity of the ACL for Concierge Receivables for the three and nine months ended September 30, 2023 (in millions): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Beginning of period $ 14.2 $ 14.7 Allowances 0.2 0.7 Net write-offs and other (0.9) (1.9) End of period $ 13.5 $ 13.5 |
Summary of Aging Analysis of Concierge Receivables | The following table presents the aging analysis of Concierge Receivables as of September 30, 2023 (in millions): September 30, 2023 Current $ 38.3 31-90 days past due 2.7 Over 90 days past due 6.8 Total $ 47.8 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of restructuring costs | The following table summarizes the total costs incurred in connection with the Company's restructuring activities taken during the three and nine months ended September 30, 2023 (in millions): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Severance related personnel costs $ — $ 8.9 Lease termination costs 1.7 18.8 Write-down of fixed assets — 5.3 Total expense $ 1.7 $ 33.0 The total costs incurred in connection with the Company's restructuring activities taken during the three and nine months ended September 30, 2023 were included in the condensed consolidated statements of operations as follows (in millions): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Restructuring costs $ 1.7 $ 27.7 Depreciation and amortization — 5.3 Total expense $ 1.7 $ 33.0 |
Other Commitments | The following table summarizes the estimated timing of the Company's future lease and lease-related payments, net of amounts contractually subleased, related to restructuring activities for lease termination costs as of September 30, 2023 (in millions): Payment Due by Period Remaining 2023 $ 4.4 2024 14.7 2025 6.9 2026 2.8 Thereafter 2.0 Total $ 30.8 |
Business and Basis of Present_2
Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business [Line Items] | ||
Date of incorporation | Oct. 04, 2012 | |
Cash and cash equivalents | $ 220 | $ 361.9 |
Revolving credit facility | ||
Business [Line Items] | ||
Line of credit facility, available borrowing capacity | $ 303.4 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - Restricted Stock Units | 1 Months Ended | |
Nov. 30, 2020 | Dec. 31, 2020 | |
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) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) business shares | Sep. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||
Payment to acquire business net of cash acquired | $ (0.7) | $ 15 | ||||
Goodwill | $ 208.8 | 208.8 | $ 198.4 | |||
Contingent consideration liability fixed in value | 1.6 | 1.6 | ||||
Contingent liabilities undiscounted maximum payment | 34.2 | 34.2 | ||||
Future consideration to be paid to the acquirees | 4.5 | 4.5 | ||||
Compensation expenses, future services | $ 0.1 | $ 3.2 | $ 2.1 | $ 14.6 | ||
Common Class A | ||||||
Business Acquisition [Line Items] | ||||||
Common stock granted to sellers (in shares) | shares | 2.7 | |||||
Real Estate Brokerage | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest acquired (in percent) | 100% | 100% | ||||
Number of businesses acquired | business | 2 | |||||
Purchase price at time of acquisition | $ 8.8 | |||||
Payment to acquire business net of cash acquired | $ 0.4 | |||||
Equity interest issued or issuable | 6.8 | |||||
Contingent consideration payable, common stock | 4 | 4 | ||||
Recognized identifiable assets and liabilities assumed, other assets | 5.1 | 5.1 | ||||
Recognized identifiable assets and liabilities assumed, other liabilities | 6.1 | 6.1 | ||||
Goodwill | 10.2 | 10.2 | ||||
Goodwill, expected tax deductible amount | 0.6 | 0.6 | ||||
Real Estate Brokerage | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Recognized identifiable assets and liabilities assumed, intangible assets, other than goodwill | $ 10.8 | $ 10.8 | ||||
Useful life (in years) | 5 years | 5 years | ||||
Real Estate Brokerage | Forecast | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill, expected tax deductible amount | $ 9 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Changes In Contingent Consideration Measured At Fair Value On A Recurring Basis [Roll Forward] | ||||
Opening balance | $ 17.6 | $ 21.7 | $ 14 | $ 24.4 |
Acquisitions | 4 | 0 | 12.8 | 3.6 |
Payments | (3.3) | (4.6) | (9.1) | (10.6) |
Changes in fair value included in net loss | 0.5 | (1.6) | 1.1 | (1.9) |
Closing balance | $ 18.8 | $ 15.5 | $ 18.8 | $ 15.5 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration fair value disclosure | $ 18.8 | $ 14 |
Cash And Money Market Funds | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash Equivalents, fair value disclosure | $ 220 | $ 361.9 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Balances of Contingent Consideration (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||||||
Accrued expenses and other current liabilities | $ 5.1 | $ 10 | ||||
Other non-current liabilities | 13.7 | 4 | ||||
Total contingent consideration | $ 18.8 | $ 17.6 | $ 14 | $ 15.5 | $ 21.7 | $ 24.4 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | ||||
Aug. 04, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2021 | Jul. 31, 2020 | |
Debt [Line Items] | |||||
Letters of credit | $ 54.4 | $ 48 | |||
Concierge credit facility | |||||
Debt [Line Items] | |||||
Maximum borrowing capacity | $ 75 | ||||
Debt instrument interest rate (in percent) | 8.90% | ||||
Concierge 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 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% | ||||
Concierge credit facility | Secured Overnight Financing Rate (SOFR) | |||||
Debt [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.75% | ||||
Revolving credit facility | |||||
Debt [Line Items] | |||||
Maximum borrowing capacity | $ 350 | ||||
Debt instrument, basis spread on variable rate | 1% | ||||
Unused capacity commitment fee (in percent) | 0.175% | ||||
Line of credit facility maximum borrowing capacity sublimit | $ 125 | ||||
Outstanding borrowings | $ 0 | ||||
Revolving credit facility | Minimum | |||||
Debt [Line Items] | |||||
Liquidity required by financial covenants | 150 | ||||
Revolving credit facility | Four Fiscal Quarters Thereafter | Minimum | |||||
Debt [Line Items] | |||||
Required consolidated revenue threshold | 4,668 | ||||
Revolving credit facility | Four Fiscal Quarters of 2023 | Minimum | |||||
Debt [Line Items] | |||||
Required consolidated revenue threshold | $ 3,799 | ||||
Revolving credit facility | Secured Overnight Financing Rate (SOFR) | |||||
Debt [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.50% | ||||
Debt instrument, basis spread on variable rate, adjustment | 0.10% | ||||
Revolving credit facility | Secured Overnight Financing Rate (SOFR) Term Rate | |||||
Debt [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1% | ||||
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 | Debt Default Interest Rate | |||||
Debt [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2% | ||||
Letter of Credit | |||||
Debt [Line Items] | |||||
Letters of credit | $ 46.6 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Loss Contingencies [Line Items] | ||
Letters of credit | $ 54.4 | $ 48 |
Escrow and trust deposits | 153.5 | 136.7 |
Revolving credit facility | ||
Loss Contingencies [Line Items] | ||
Letters of credit | 46.6 | 33 |
Cash and Cash Equivalents | ||
Loss Contingencies [Line Items] | ||
Letters of credit | $ 7.8 | $ 15 |
Preferred Stock and Common st_3
Preferred Stock and Common stock - Additional Information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | |||||
Mar. 31, 2021 shares | Feb. 28, 2021 vote | Aug. 31, 2023 USD ($) shares | Sep. 30, 2023 vote $ / shares shares | Dec. 31, 2022 $ / shares shares | Apr. 30, 2021 $ / shares shares | |
Class of Stock [Line Items] | ||||||
Preferred stock shares outstanding (in shares) | 0 | 0 | ||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||
Common stock par or stated value per share (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||||
Common stock shares authorized (in shares) | 13,850,000,000 | 13,850,000,000 | ||||
Strategic transaction, consideration received | $ | $ 32.3 | |||||
Strategic transaction, number of shares issued | 9,000,000 | |||||
Strategic transaction, contingent consideration, range of outcomes, value, high | $ | $ 5.5 | |||||
Strategic transaction, contingent consideration liability | $ | $ 2.3 | |||||
Common Class C | ||||||
Class of Stock [Line Items] | ||||||
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 | |||||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Common stock conversion ratio | 1 | |||||
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 | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized (in shares) | 1,250,000,000 | 1,250,000,000 | ||||
Voting rights, number of votes for each share | vote | 0 | |||||
Restated Certificate Of Incorporation [Member] | Undesignated Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
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 C | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized (in shares) | 100,000,000 | |||||
Restated Certificate Of Incorporation [Member] | Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized (in shares) | 12,500,000,000 | |||||
Restated Certificate Of Incorporation [Member] | Common Class B | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized (in shares) | 1,250,000,000 |
Preferred Stock and Common st_4
Preferred Stock and Common stock - Schedule of Stock by Class (Detail) - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Shares authorized (in shares) | 13,850,000,000 | 13,850,000,000 |
Shares issued (in shares) | 477,843,818 | 438,098,194 |
Shares outstanding (in shares) | 477,843,818 | 438,098,194 |
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) | 458,904,462 | 419,842,991 |
Shares outstanding (in shares) | 458,904,462 | 419,842,991 |
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) | 18,939,356 | 18,255,203 |
Shares outstanding (in shares) | 18,939,356 | 18,255,203 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | |||||||
Feb. 28, 2021 | Jan. 31, 2023 | Feb. 28, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 01, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of additional shares available for grant (in shares) | 21,900,000 | |||||||||||
Stock based compensation expense | $ 38,000,000 | $ 50,100,000 | $ 121,900,000 | $ 173,100,000 | ||||||||
Intrinsic value of options | $ 5,900,000 | 20,100,000 | ||||||||||
Closing stock price (in dollars per share) | $ 2,900,000 | $ 2,900,000 | $ 2,330,000 | $ 2,900,000 | ||||||||
Unrecognized stock-based compensation expense | $ 202,400,000 | $ 202,400,000 | $ 202,400,000 | |||||||||
Unrecognized stock-based compensation, period of recognition | 2 years 1 month 6 days | |||||||||||
Common Class A | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Closing stock price (in dollars per share) | $ 23.14 | $ 23.14 | $ 23.14 | |||||||||
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 | 33,700,000 | 33,700,000 | 33,700,000 | ||||||||
2021 Agent Equity Program | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock based compensation expense | 15,200,000 | $ 84,800,000 | $ 100,000,000 | |||||||||
2022 Agent Equity Program | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock based compensation expense | $ 11,600,000 | $ 41,700,000 | $ 53,300,000 | |||||||||
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) | 48,481,527 | 48,481,527 | 47,189,837 | 48,481,527 | ||||||||
Percentage of options (in percent) | 12.50% | |||||||||||
Granted (in shares) | 36,924,173 | |||||||||||
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 Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares issued in period (in shares) | 29,400,000 | |||||||||||
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 | $ 53,300,000 | |||||||||||
Restricted Stock Units | 2022 Agent Equity Program | Common Class A | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted (in shares) | 14,100,000 | |||||||||||
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 additional shares available for grant (in shares) | 4,200,000 | |||||||||||
Purchase period | 6 months | |||||||||||
Purchase price of common stock, percent of market price (in percent) | 85% | |||||||||||
Stock based compensation expense | $ 400,000 | $ 700,000 | $ 1,000,000 | $ 1,700,000 | ||||||||
Employee withholdings for future purchases under the ESPP | $ 400,000 | $ 400,000 | $ 400,000 | |||||||||
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] | ||||||||||||
Number of shares available for grant (in shares) | 14,100,000 | 14,100,000 | 14,100,000 | |||||||||
Maximum employee subscription amount | $ 12,500 | |||||||||||
Shares issued in period (in shares) | 800,000 | |||||||||||
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 (no more than) (in shares) | 150,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2019 | |
Number of Options | |||
Balance, beginning of period (in shares) | 46,694,237 | ||
Options granted (in shares) | 220,680 | ||
Options exercised (in shares) | (2,745,170) | ||
Options forfeited (in shares) | (2,729,899) | ||
Balance, end of period (in shares) | 41,439,848 | 46,694,237 | |
Exercisable and vested at end of period (in shares) | 35,211,540 | ||
Weighted Average Exercise Price | |||
Balance, beginning of period (in dollars per share) | $ 5.44 | ||
Options granted (in dollars per share) | 3.86 | ||
Options exercised (in dollars per share) | 1.51 | ||
Options forfeited (in dollars per share) | 6.76 | ||
Balance, end of period (in dollars per share) | 5.60 | $ 5.44 | |
Exercisable and vested at end of period (in dollars per shares) | $ 5.12 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Balance, weighted-average remaining contractual life (in years) | 5 years 4 months 24 days | 5 years 10 months 24 days | |
Exercisable at end of period, weighted-average remaining contractual life (in years) | 5 years 1 month 6 days | ||
Balance, aggregate intrinsic value | $ 10.9 | $ 8.5 | |
Exercisable and vested at end of period, aggregate intrinsic value | $ 10.9 | ||
Closing stock price (in dollars per share) | $ 2,900,000 | $ 2,330,000 | |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Weighted Average Grant Date Fair Value | |||
Taxes paid related to net share settlement of equity | $ 17.9 | $ 19.5 | |
Restricted Stock Units | |||
Number of Awards | |||
Balance as of the beginning of the period (in shares) | 47,189,837 | ||
Granted (in shares) | 36,924,173 | ||
Vested and converted to common stock (in shares) | (29,399,902) | ||
Forfeited (in shares) | (6,232,581) | ||
Balance as of the end of period (in shares) | 48,481,527 | ||
Weighted Average Grant Date Fair Value | |||
Balance as of the beginning of the period (in dollars per share) | $ 5.57 | $ 7.10 | |
Granted (in dollars per share) | 3.41 | ||
Vested and converted to common stock (in dollars per share) | 4.90 | ||
Forfeited (in dollars per share) | 7.49 | ||
Balance as of the end of period (in dollars per share) | $ 5.57 | ||
Taxes paid related to net share settlement of equity | $ 17.9 | ||
Common Class A | Restricted Stock Units | |||
Weighted Average Grant Date Fair Value | |||
Shares issued in period (in shares) | 29,400,000 | ||
Shares withheld for tax withholding obligation (in shares) | 5,300,000 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | $ 38 | $ 50.1 | $ 121.9 | $ 173.1 |
Commissions and other related expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 0 | 12.7 | 11.6 | 36.1 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 8.8 | 10.8 | 26.4 | 32.7 |
Operations and support | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 4.5 | 3.9 | 11.6 | 12.3 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 11.4 | 9.4 | 34.4 | 45.2 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | $ 13.3 | $ 13.3 | $ 37.9 | $ 46.8 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (0.5) | $ 0 | $ (0.5) | $ (1.4) |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net loss attributable to Compass, Inc. | $ (39.4) | $ (154.2) | $ (237.6) | $ (443.4) |
Denominator: | ||||
Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., basic (in shares) | 470,945,736 | 432,459,739 | 460,730,792 | 425,338,530 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., diluted (in shares) | 470,945,736 | 432,459,739 | 460,730,792 | 425,338,530 |
Net loss per share attributable to Compass, Inc., basic (in dollars per share) | $ (0.08) | $ (0.36) | $ (0.52) | $ (1.04) |
Net loss per share attributable to Compass, Inc., diluted (in dollars per share) | $ (0.08) | $ (0.36) | $ (0.52) | $ (1.04) |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 92,428,190 | 94,935,425 | 92,428,190 | 94,935,425 |
Outstanding stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 41,439,848 | 47,553,271 | 41,439,848 | 47,553,271 |
Outstanding RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 48,481,527 | 46,357,027 | 48,481,527 | 46,357,027 |
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) | 685,943 | 733,515 | 685,943 | 733,515 |
Unvested early exercised stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 29,070 | 135,360 | 29,070 | 135,360 |
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) | 0 | 156,252 | 0 | 156,252 |
Contingent common stock to be issued in connection with the Strategic Transaction | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,791,802 | 0 | 1,791,802 | 0 |
Compass Concierge Receivables_3
Compass Concierge Receivables and Allowance for Credit Losses - Additional Information (Detail) | Sep. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Financing receivables related to unsold properties (in percent) | 97% | 98% |
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 | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning of period | $ 14.2 | $ 14.7 |
Allowances | 0.2 | 0.7 |
Net write-offs and other | (0.9) | (1.9) |
End of period | $ 13.5 | $ 13.5 |
Compass Concierge Receivables_5
Compass Concierge Receivables and Allowance for Credit Losses - Summary of Aging Analysis of Concierge Receivables (Detail) $ in Millions | Sep. 30, 2023 USD ($) |
Financing Receivable, Past Due [Line Items] | |
Concierge receivables | $ 47.8 |
Current | |
Financing Receivable, Past Due [Line Items] | |
Concierge receivables | 38.3 |
31-90 days past due | |
Financing Receivable, Past Due [Line Items] | |
Concierge receivables | 2.7 |
Over 90 days past due | |
Financing Receivable, Past Due [Line Items] | |
Concierge receivables | $ 6.8 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | $ 1.7 | $ 33 |
Restructuring costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | 1.7 | 27.7 |
Depreciation and amortization | ||
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | $ 0 | $ 5.3 |
Restructuring Activities - Tota
Restructuring Activities - Total Costs Incurred and Expected to be Incurred (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | $ 1.7 | $ 33 |
Severance related personnel costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | 0 | 8.9 |
Lease termination costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | 1.7 | 18.8 |
Write-down of fixed assets | ||
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | $ 0 | $ 5.3 |
Restructuring Activities - To_2
Restructuring Activities - Total Costs Incurred in Connection to Restructuring Activities Included in Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | $ 1.7 | $ 33 |
Restructuring costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | 1.7 | 27.7 |
Depreciation and amortization | ||
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | $ 0 | $ 5.3 |
Restructuring Activities - Rema
Restructuring Activities - Remaining Liability For Lease Termination Costs (Details) - Lease termination costs $ in Millions | Sep. 30, 2023 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Remaining 2023 | $ 4.4 |
2024 | 14.7 |
2025 | 6.9 |
2026 | 2.8 |
Thereafter | 2 |
Total | $ 30.8 |