Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | 110 Fifth Avenue, 4th 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,110,343,315 | ||
Entity Common Stock, Shares Outstanding | 491,284,424 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The portions of the registrant’s proxy statement to be filed in connection with the registrant’s 2024 Annual Meeting of Stockholders that are responsive to the disclosure required by Part III of Form 10-K are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001563190 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 166.9 | $ 361.9 |
Accounts receivable, net of allowance of $8.6 and $9.0, respectively | 36.6 | 36.6 |
Compass Concierge receivables, net of allowance of $13.2 and $14.7, respectively | 24 | 42.9 |
Other current assets | 54.5 | 76.5 |
Total current assets | 282 | 517.9 |
Property and equipment, net | 151.7 | 192.5 |
Operating lease right-of-use assets | 408.5 | 483.2 |
Intangible assets, net | 77.6 | 99.3 |
Goodwill | 209.8 | 198.4 |
Other non-current assets | 30.7 | 41.8 |
Total assets | 1,160.3 | 1,533.1 |
Current liabilities | ||
Accounts payable | 18.4 | 28.1 |
Commissions payable | 59.6 | 48 |
Accrued expenses and other current liabilities | 90.8 | 164.9 |
Current lease liabilities | 98.9 | 94.6 |
Total current liabilities | 292.5 | 517.5 |
Non-current lease liabilities | 410.2 | 486.5 |
Other non-current liabilities | 25.6 | 8.4 |
Total liabilities | 728.3 | 1,012.4 |
Commitments and contingencies (Note 11) | ||
Common stock, outstanding (in shares) | 484,893,266 | 438,098,194 |
Stockholders’ equity | ||
Common stock, $0.00001 par value, 13,850,000,000 shares authorized at December 31, 2023 and 2022; 484,893,266 and 438,098,194 shares issued and outstanding at December 31, 2023 and 2022, respectively | $ 0 | $ 0 |
Additional paid-in capital | 2,946.5 | 2,713.6 |
Accumulated deficit | (2,517.8) | (2,196.5) |
Total Compass, Inc. stockholders’ equity | 428.7 | 517.1 |
Non-controlling interest | 3.3 | 3.6 |
Total stockholders’ equity | 432 | 520.7 |
Total liabilities and stockholders’ equity | 1,160.3 | 1,533.1 |
Concierge credit facility | ||
Current liabilities | ||
Credit facility | 24.8 | 31.9 |
Revolving credit facility | ||
Current liabilities | ||
Credit facility | $ 0 | $ 150 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss on accounts receivable, current | $ 8.6 | $ 9 |
Allowance for credit loss on financing receivable, current | $ 13.2 | $ 14.7 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized (in shares) | 13,850,000,000 | 13,850,000,000 |
Common stock, issued (in shares) | 484,893,266 | 438,098,194 |
Common stock, outstanding (in shares) | 484,893,266 | 438,098,194 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue | $ 4,885 | $ 6,018 | $ 6,421 |
Operating expenses: | |||
Commissions and other related expense | 4,007 | 4,936.1 | 5,310.5 |
Sales and marketing | 435.4 | 575.1 | 510.4 |
Operations and support | 326.9 | 392.4 | 374.9 |
Research and development | 184.5 | 360.3 | 365.3 |
General and administrative | 125.7 | 208.1 | 288.5 |
Restructuring costs | 30.4 | 49.1 | 0 |
Depreciation and amortization | 90 | 86.3 | 64.4 |
Total operating expenses | 5,199.9 | 6,607.4 | 6,914 |
Loss from operations | (314.9) | (589.4) | (493) |
Investment income, net | 8.5 | 2.8 | 0.1 |
Interest expense | (10.8) | (3.6) | (2.4) |
Loss before income taxes and equity in loss of unconsolidated entity | (317.2) | (590.2) | (495.3) |
Benefit from income taxes | 0.4 | 0.9 | 2.5 |
Equity in loss of unconsolidated entity | (3.3) | (12.2) | (1.3) |
Net loss | (320.1) | (601.5) | (494.1) |
Net income attributable to non-controlling interests | (1.2) | 0 | 0 |
Net loss attributable to Compass, Inc. | $ (321.3) | $ (601.5) | $ (494.1) |
Net loss per share attributable to Compass, Inc., basic (in dollars per share) | $ (0.69) | $ (1.40) | $ (1.51) |
Net loss per share attributable to Compass, Inc., diluted (in dollars per share) | $ (0.69) | $ (1.40) | $ (1.51) |
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic (in shares) | 466,522,935 | 428,169,180 | 326,336,128 |
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., diluted (in shares) | 466,522,935 | 428,169,180 | 326,336,128 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - 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 (Deficit) | Total Compass, Inc. Stockholders’ Equity (Deficit) 2021 Agent Equity Program | Total Compass, Inc. Stockholders’ Equity (Deficit) 2022 Agent Equity Program | Non-controlling Interest | Convertible Preferred Stock | Convertible Preferred Stock Convertible Preferred Stock | Series D | Series D Convertible Preferred Stock | Series D Common Stock | Series D Additional Paid-in Capital | Series D Total Compass, Inc. Stockholders’ Equity (Deficit) |
Beginning balance (in shares) at Dec. 31, 2020 | 237,047,550 | 237,047,550 | 15,920,450 | ||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 1,486.7 | $ 1,486.7 | $ 67.6 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Conversion of Series D convertible preferred stock (in shares) | (15,920,450) | ||||||||||||||||||||
Conversion of Series D convertible preferred stock | $ (67.6) | ||||||||||||||||||||
Conversion of convertible preferred stock to common stock in connection with the initial public offering (in shares) | 223,033,725 | (221,127,100) | |||||||||||||||||||
Conversion of convertible preferred stock to common stock in connection with the initial public offering | 1,419.1 | $ 1,419.1 | $ 1,419.1 | $ (1,419.1) | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 122,971,900 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (862.9) | 238 | $ (1,100.9) | (862.9) | $ 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net loss | (494.1) | (494.1) | (494.1) | ||||||||||||||||||
Acquisition related non-controlling interest | 3.8 | 3.8 | |||||||||||||||||||
Conversion of Series D convertible preferred stock (in shares) | 15,920,450 | ||||||||||||||||||||
Conversion of Series D convertible preferred stock | $ 67.6 | $ 67.6 | $ 67.6 | ||||||||||||||||||
Conversion of convertible preferred stock to common stock in connection with the initial public offering (in shares) | 223,033,725 | (221,127,100) | |||||||||||||||||||
Conversion of convertible preferred stock to common stock in connection with the initial public offering | 1,419.1 | 1,419.1 | 1,419.1 | $ (1,419.1) | |||||||||||||||||
Issuance of common stock in connection with the initial public offering, net of issuance costs (in shares) | 26,296,438 | ||||||||||||||||||||
Issuance of common stock in connection with the initial public offering, net of issuance costs | 438.7 | 438.7 | 438.7 | ||||||||||||||||||
Issuance of shares in connection with acquisitions (in shares) | 855,740 | ||||||||||||||||||||
Issuance of shares in connection with acquisitions | 10.1 | 10.1 | 10.1 | ||||||||||||||||||
Exercise of stock options (in shares) | 9,318,012 | ||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 21.3 | 21.3 | 21.3 | ||||||||||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld (in shares) | 10,871,486 | ||||||||||||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld | (62.4) | (62.4) | (62.4) | ||||||||||||||||||
Vesting of early exercised stock options | 5 | 5 | 5 | ||||||||||||||||||
Stock-based compensation | 301.4 | 301.4 | 301.4 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 409,267,751 | ||||||||||||||||||||
Ending balance at Dec. 31, 2021 | 847.6 | 2,438.8 | (1,595) | 843.8 | 3.8 | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net loss | (601.5) | (601.5) | (601.5) | ||||||||||||||||||
Other activity related to non-controlling interests | (0.2) | (0.2) | |||||||||||||||||||
Issuance of shares in connection with acquisitions (in shares) | 1,033,340 | ||||||||||||||||||||
Issuance of shares in connection with acquisitions | 3.6 | 3.6 | 3.6 | ||||||||||||||||||
Exercise of stock options (in shares) | 4,145,127 | ||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 9 | 9 | 9 | ||||||||||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld (in shares) | 9,464,159 | ||||||||||||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld | (23.5) | (23.5) | (23.5) | ||||||||||||||||||
Vesting of early exercised stock options | 5.5 | 5.5 | 5.5 | ||||||||||||||||||
Issuance of common stock in connection with the 2021 Agent Equity Program (in shares) | 13,608,896 | ||||||||||||||||||||
Issuance of common stock in connection with the 2022 Agent Equity Program | $ 100 | $ 100 | $ 100 | ||||||||||||||||||
Issuance of common stock under the ESPP (in shares) | 578,921 | ||||||||||||||||||||
Issuance of common stock under the ESPP | 2.3 | 2.3 | 2.3 | ||||||||||||||||||
Stock-based compensation | $ 177.9 | 177.9 | 177.9 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 438,098,194 | 438,098,194 | |||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 520.7 | 2,713.6 | (2,196.5) | 517.1 | 3.6 | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 0 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net loss | (320.1) | (321.3) | (321.3) | 1.2 | |||||||||||||||||
Other activity related to non-controlling interests | (1.5) | (1.5) | |||||||||||||||||||
Issuance of shares in connection with acquisitions (in shares) | 5,737,060 | ||||||||||||||||||||
Issuance of shares in connection with acquisitions | $ 17.9 | 17.9 | 17.9 | ||||||||||||||||||
Exercise of stock options (in shares) | 2,963,701 | 2,963,701 | |||||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 4.5 | 4.5 | 4.5 | ||||||||||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld (in shares) | 14,229,086 | ||||||||||||||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld | (23.5) | (23.5) | (23.5) | ||||||||||||||||||
Vesting of early exercised stock options | 0.6 | 0.6 | 0.6 | ||||||||||||||||||
Issuance of common stock in connection with the 2021 Agent Equity Program (in shares) | 14,147,480 | ||||||||||||||||||||
Issuance of common stock in connection with the 2022 Agent Equity Program | $ 53.3 | $ 53.3 | $ 53.3 | ||||||||||||||||||
Issuance of common stock under the ESPP (in shares) | 759,835 | ||||||||||||||||||||
Issuance of common stock under the ESPP | 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 | $ 147.6 | 147.6 | 147.6 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 484,893,266 | 484,893,266 | |||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ 432 | $ 2,946.5 | $ (2,517.8) | $ 428.7 | $ 3.3 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities | ||||
Net loss | $ (320.1) | $ (601.5) | $ (494.1) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 90 | 86.3 | 64.4 | |
Stock-based compensation | 158.2 | 234.5 | 386.3 | |
Equity in loss of unconsolidated entity | 3.3 | 12.2 | 1.3 | |
Change in acquisition related contingent consideration | 2.6 | (2.2) | (4.7) | |
Bad debt expense | 4.4 | 7.3 | 8.9 | |
Amortization of debt issuance costs | 0.7 | 0.9 | 1.1 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (3.5) | 6.5 | 8.5 | |
Compass Concierge receivables | 18 | (11.7) | 9.4 | |
Other current assets | 21.4 | 17.6 | (40) | |
Other non-current assets | 9.1 | 9.8 | (11.8) | |
Operating lease right-of-use assets and operating lease liabilities | (1.2) | 5.8 | 2.4 | |
Accounts payable | (9.8) | (4.8) | (3.3) | |
Commissions payable | 11.6 | (15.9) | (0.3) | |
Accrued expenses and other liabilities | (10.6) | (36.5) | 43.3 | |
Net cash used in operating activities | (25.9) | (291.7) | (28.6) | |
Investing Activities | ||||
Investment in unconsolidated entity | (1.2) | (15) | (5) | |
Capital expenditures | (11.2) | (70.1) | (50.1) | |
Payments for acquisitions, net of cash acquired | 0.7 | (15) | (137.4) | |
Net cash used in investing activities | (11.7) | (100.1) | (192.5) | |
Financing Activities | ||||
Proceeds from exercise and early exercise of stock options | 4.5 | 9 | 26.9 | |
Proceeds from issuance of common stock under the Employee Stock Purchase Plan | 2.5 | 2.3 | 0 | |
Taxes paid related to net share settlement of equity awards | (23.5) | (23.5) | (62.4) | |
Proceeds from issuance of common stock in connection with the Strategic Transaction | 32.3 | 0 | 0 | |
Payments related to acquisitions, including contingent consideration | (14.6) | (17.5) | (10.7) | |
Proceeds from issuance of common stock upon initial public offering, net of offering costs | 0 | 0 | 439.6 | |
Other | (1.5) | (0.6) | (1.9) | |
Net cash (used in) provided by financing activities | (157.4) | 135.4 | 399.3 | |
Net (decrease) increase in cash and cash equivalents | (195) | (256.4) | 178.2 | |
Cash and cash equivalents at beginning of period | 361.9 | 618.3 | 440.1 | |
Cash and cash equivalents at end of period | 166.9 | 361.9 | 618.3 | $ 440.1 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | 9 | 2.3 | 1.3 | |
Supplemental non-cash information: | ||||
Issuance of common stock for acquisitions | 17.9 | 3.6 | 10.1 | |
Conversion of convertible preferred stock in connection with initial public offering | 0 | 0 | 1,419.1 | |
Concierge credit facility | ||||
Financing Activities | ||||
Proceeds from drawdowns on credit facility | 55.4 | 59 | 39.5 | |
Repayments of drawdowns on credit facility | (62.5) | (43.3) | (31.7) | |
Revolving credit facility | ||||
Financing Activities | ||||
Proceeds from drawdowns on credit facility | 75 | 150 | 0 | |
Repayments of drawdowns on credit facility | (225) | 0 | 0 | |
Series D | ||||
Supplemental non-cash information: | ||||
Conversion of Series D convertible preferred stock | $ 0 | $ 0 | $ 67.6 | $ 40 |
Business
Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business Description of the Business Compass, Inc. (the “Company”) was incorporated in Delaware on October 4, 2012 under the name Urban Compass, Inc. On January 8, 2021, the board of directors approved a change to the Company’s name from Urban Compass, Inc. to Compass, Inc. The Company provides an end-to-end platform that empowers its residential real estate agents to deliver exceptional service to seller and buyer clients. The Company’s platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service and other critical functionality, all custom-built for the real estate industry, which enables the Company’s core brokerage services. The platform also uses proprietary data, analytics, artificial intelligence, and machine learning to deliver high value recommendations and outcomes for Compass agents and their clients. The Company’s agents are independent contractors who affiliate their real estate licenses with the Company, operating their businesses on the Company’s platform and under the Compass brand. The Company generates revenue from clients through its agents by assisting home sellers and buyers in listing, marketing, selling and finding homes as well as through the provision of services adjacent to the transaction, like title and escrow services, which comprise a smaller portion of the Company’s revenue to date. The Company currently generates substantially all of its revenue from commissions paid by clients at the time that a home is transacted. Stock Split In March 2021, the Company’s board of directors and the stockholders of the Company approved a ten-for-one forward stock split of the Company’s common stock and convertible preferred stock (collectively, the “Capital Stock”), which became effective on March 19, 2021. The authorized number of each class and series of Capital Stock was proportionally increased in accordance with the ten-for-one stock split and the par value of each class of Capital Stock was adjusted from $0.0001 to $0.00001 as a result of this forward stock split. All common stock, convertible preferred stock, stock options, restricted stock units (“RSUs”) and per share information presented within these consolidated financial statements have been adjusted to reflect this forward stock split on a retroactive basis for all periods presented. Initial Public Offering On April 6, 2021, the Company completed its initial public offering (“IPO”) and the Company’s Class A common stock began trading on the New York Stock Exchange on April 1, 2021 under the symbol “COMP”. In connection with the IPO, the Company issued and sold 26.3 million shares of its common stock at a public offering price of $18.00 per share. The Company received aggregate proceeds of $438.7 million from the IPO, net of the underwriting discount and offering costs of approximately $11.0 million (of which $0.9 million were paid in 2020). Offering costs, including the legal, accounting, printing and other IPO-related costs have been recorded in Additional paid-in capital against the proceeds from the offering. During April 2021, also in connection with the IPO, all series of the Company’s convertible preferred stock then outstanding were converted into 223.0 million shares of common stock and the Company reclassified $1.4 billion of convertible preferred stock to Additional paid-in-capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The 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 consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the assets, liabilities, revenues and expenses of all controlled subsidiaries. The consolidated statements of operations include the results of entities acquired from the date of each respective acquisition. Consolidation The Company consolidates an entity if its ownership, direct or indirect, exceeds 50% of the outstanding voting shares of an entity and/or it has the ability to control the financial or operating policies through its voting rights, board representation or other similar rights. 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 or at fair value with changes in fair value recognized in net income, as appropriate. The Company applies the equity method of accounting when it has the ability to exercise significant influence over 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. Use of Estimates The preparation of consolidated financial statements in conformity with 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 consolidated financial statements and reported amounts of revenue and expenses during the reporting periods covered by the 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 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. 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 years ended December 31, 2023 and 2022, 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 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 December 31, 2023 and 2022, the Company held cash and cash equivalents of approximately $166.9 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 December 31, 2023, the Company had $306.2 million available to be drawn under the Revolving Credit Facility. Further, the Company was in compliance with each of the financial and non-financial covenants. See Note 9 — "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 the next twelve months and beyond. Segment Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has one operating and reportable segment. Substantially all long-lived assets are located in the United States and substantially all revenue is attributed to sellers and buyers based in the United States. Net Loss Per Share Attributable to Compass, Inc. The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net loss per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Prior to conversion in connection with the IPO, the Company’s convertible preferred stock contractually entitled the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses. For periods in which the Company reports net losses, diluted net loss per common share attributable to Compass, Inc. is the same as basic net loss per common share attributable to Compass, Inc., because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Foreign Currency The Company established its first foreign subsidiary in India in 2020. The functional currency of the entity is U.S. dollars. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at period-end using the period-end exchange rate. Realized and unrealized gains and losses from foreign exchange were immaterial for the years ended December 31, 2023, 2022 and 2021. Cash and Cash Equivalents The Company considers all investments with an original maturity date at the time of purchase of three months or less to be cash and cash equivalents. Cash equivalents consist primarily of money market funds and U.S. treasury securities . The Company’s accounts, at times, may exceed federally insured limits. Accounts Receivable and Allowance for Credit Losses Accounts receivable is stated as the amount billed, net of an estimated allowance for credit losses (“ACL”). The Company’s ACL is adjusted periodically and is based on management’s consideration of the age and nature of the past due accounts as well as specific payment issues. Changes in the Company’s estimate to the ACL is recorded through bad debt expense and individual accounts are charged against the allowance when all reasonable collection efforts are exhausted. The following table summarizes the activity of the ACL for Accounts receivable (in millions): December 31, 2023 2022 Opening balance $ 9.0 $ 7.1 Allowances 3.6 5.5 Net write-offs and other (4.0) (3.6) Closing balance $ 8.6 $ 9.0 Prepaid Agent Incentives Other current assets and Other non-current assets in the consolidated balance sheets include prepaid agent incentives that represent cash payments made to certain agents as an incentive to associate their license with the Company. The prepaid agent incentives have a related service period requirement which provides for the repayment of such amounts if the agent disassociates from the Company prior to the completion of the specified service period. The value of these prepaid agent incentives are amortized within Sales and marketing expense in the consolidated statements of operations over the underlying service periods. Property and Equipment, net Property and equipment is reported at cost net of any accumulated depreciation and is depreciated using the straight-line method over the useful lives of the related assets. Expenditures for maintenance, repair and renewals of minor items are charged to expense as incurred. Major improvements are capitalized. The Company capitalizes costs associated with developing software systems that are in the application development stage. Software development costs that are incurred in the preliminary project stage and post-implementation stage are expensed as incurred. The useful lives of property and equipment are as follows: Description Useful Life Leasehold improvements Lesser of estimated useful life or remaining lease term Office furniture and equipment Five years Computer software and internally-developed software Three years Computer equipment Three years 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 consolidated statements of operations. Acquisition costs, consisting primarily of third-party legal and consulting fees, are expensed as incurred. Intangible Assets Intangible assets resulting from the acquisition of entities are accounted for using the acquisition method based on management’s estimate of the fair value of assets received. Intangible assets are finite lived and mainly consist of customer relationships, workforce and acquired technology and are amortized over their respective estimated useful lives. The useful lives were determined by estimating future cash flows generated by the acquired intangible assets. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives within the Company’s operating expenses. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or asset groups (collectively, “asset groups”) may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset groups’ carrying amount may not be recoverable. Recoverability of asset groups to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset group. If such asset groups were considered to be impaired, an impairment loss would be recognized when the carrying amount of the asset exceeds the fair value of the asset. No material impairment losses for long-lived assets have been recognized in any of the periods presented. Goodwill Goodwill represents the excess of the cost of an acquired business over the fair value of the assets acquired at the date of acquisition. Goodwill is not subject to amortization but is subject to impairment testing on an annual basis, as of October 1, or whenever events and circumstances indicate that the carrying value of the reporting unit may be in excess of the reporting unit’s fair value. The Company has one reporting unit and tests goodwill for impairment at the reporting unit level. As part of the goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not that the fair value of the Company’s reporting unit is less than its carrying amount, a two-step impairment test is required. If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the implied fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. The Company has not recorded any impairments related to goodwill as of December 31, 2023. Leases The Company determines if an arrangement contains a lease at inception based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company classifies leases as either financing or operating. The Company does not have any finance leases. Right-of-use (“ROU”) assets are recognized at the lease commencement date and represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the remaining lease term. Present value of lease payments are discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate. Because the Company’s operating leases generally do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for collateralized borrowings with a similar term, an amount equal to the lease payments and in a similar economic environment where the leased asset is located. The collateralized borrowings were based on the Company’s estimated credit rating corroborated with market credit metrics like debt level and interest coverage. The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) lease incentives under the lease. Options to renew or terminate the lease are recognized as part of the Company’s ROU assets and lease liabilities when it is reasonably certain the options will be exercised. ROU assets are also assessed for impairments consistent with the Company’s long-lived asset policy. The Company does not allocate consideration between lease and non-lease components, such as maintenance costs, as the Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets. Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments for real estate taxes, insurance, maintenance and utilities, which are generally based on the Company’s pro rata share of the total property, are not included in the measurement of the ROU assets or lease liabilities and are expensed as incurred. Operating leases are presented separately as operating lease ROU assets and operating lease liabilities, current and non-current, in the accompanying consolidated balance sheets. Revenue Recognition The Company generates revenue by assisting home sellers and buyers in listing, marketing, selling and finding homes. The Company holds the real estate brokerage license that is necessary under relevant state laws and regulations to provide brokerage services and therefore controls those services that are necessary to legally transfer real estate between home sellers and buyers. Although the Company’s agents are independent contractors, they cannot execute a real estate transaction without a brokerage license, which the Company possesses. The Company has the only contractual relationship for the sale or exchange of real estate with their clients. Accordingly, the Company is the principal in its transactions with home buyers and sellers. As principal, the Company recognizes revenue in the gross amount of consideration to which the Company expects to receive in exchange for those services. The Company concluded that its brokerage revenue contains a single performance obligation that is satisfied upon the closing of a real estate services transaction, at which point the entire transaction price is earned. Revenue is recognized upon the closing of a real estate transaction (i.e. purchase or sale of a home) since the Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. The Company operates exclusively in the United States and generates substantially all of its revenue from commissions from home sellers and buyers. In addition to commission revenue, the Company generates revenue through integrated services related to the home transaction such as title and escrow services which comprised an immaterial amount of the consolidated revenue for the years ended December 31, 2023, 2022 and 2021. Management evaluated and determined that no disaggregation of revenue is necessary or appropriate. As the Company generally bills for its services at the time of revenue recognition, the Company does not have material deferred revenue or contract asset balances. In addition, the Company does not capitalize commissions paid to agents as incremental contract costs as there are no future benefits associated with the expenses. Commissions and Other Related Expense Commissions and other related expense primarily consist of commissions paid to the Company’s agents, who are independent contractors to the Company, upon the closing of a real estate transaction (i.e., purchase or sale of a home), as well as stock-based compensation expense related to the Company’s Agent Equity Program (see Note 2 — “Summary of Significant Accounting Policies — Stock-Based Compensation”) and fees paid to external brokerages for client referrals, which are recognized and paid upon the closing of a real estate transaction. The Company also charges fees to affiliated agents. These fees are either transaction based, where amounts are collected at the closing of a brokerage transaction, or in the form of periodic fixed fees over a defined period of time. Fees charged to affiliated agents are recognized as a reduction to Commissions and other related expense as the reimbursements do not constitute a form of revenue nor do they constitute a reimbursement for a specific, incremental, identifiable cost for the Company. Sales and Marketing Sales and marketing expense consists primarily of marketing and advertising expenses, compensation and other personnel-related costs for employees supporting sales, marketing, expansion and related functions, occupancy-related costs for the Company’s regional offices, agent acquisition incentives and costs related to administering the Compass Concierge Program, including associated bad debt expenses. Advertising expense primarily includes the cost of marketing activities such as print advertising, online advertising and promotional items, which are expensed as incurred. Advertising costs were $96.6 million, $147.1 million and $118.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. Compensation costs includes salaries, taxes, benefits, bonuses and stock-based compensation. Operations and Support Operations and support expenses include compensation and other personnel related expenses for employees supporting agents, third-party consulting and professional services costs, fair value adjustments to contingent consideration for the Company’s acquisitions and other related expenses. Research and Development Research and development expense consists primarily of compensation and other personnel-related costs for employees in the product, engineering and technology functions, website hosting expenses, software licenses and equipment, third-party consulting costs, data licenses and other related expenses. General and Administrative General and administrative expense primarily consists of compensation costs for executive management and administrative employees, including finance and accounting, legal, human resources and communications, the occupancy costs for the Company’s New York headquarters and other offices supporting administrative functions, professional services fees, insurance expenses and talent acquisition expenses. Restructuring Costs and liabilities associated with management-approved restructuring activities are recognized when they are incurred. Restructuring charges primarily consist of costs associated with a workforce reduction and operating lease right-of-use asset impairments. One-time employee termination costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and related liabilities are recorded within Accrued expenses and other liabilities on the consolidated balance sheets. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information. Depreciation and Amortization Depreciation and amortization expense primarily consists of depreciation and amortization of the Company’s property and equipment, capitalized software and acquired intangible assets. Interest Expense Interest expense consists primarily of expense related to the interest, commitment fees and amortization of debt issuance costs associated with the Company’s revolving credit facility and concierge credit facility. See Note 9 — “Debt.” Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to settle. The effect on deferred tax assets and liabilities resulting from a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred tax assets and liabilities are classified as non-current in accordance with Accounting Standard Update (“ASU”) 2015-17. Valuation allowances are established against deferred tax assets if it is more likely than not that they will not be realized. The Company recognizes tax benefits from uncertain tax positions only if the Company believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company continuously reviews issues raised in connection with ongoing examinations and open tax years to evaluate the adequacy of its tax liabilities. The Company’s policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on its financial condition and operating results. The provision for income taxes includes the effects of any reserves that management identifies. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants on the measurement date. The accounting standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity, requiring the Company to develop its own assumptions. The carrying amount of the Company’s financial instruments including Cash and cash equivalents, Accounts receivable, Compass Concierge receivables, Accounts payable and Commissions payable approximate their respective fair values because of their short maturities. As of December 31, 2023 and 2022, the carrying amount of the Company’s debt facilities approximates fair value as the stated interest rate approximates market rates currently available to the Company. See Note 5 — “Fair Value of Financial Assets and Liabilities,” for more information on the fair value of financial assets and liabilities. 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, except for the RSUs associated with the 2020 Agent Equity Program which vested immediately on the date of issuance. The liquidity event-based vesting condition is satisfied on the occurrence of a qualifying event, generally defined as a change in control or the effective date of the registration statement for the Company’s IPO. The fair value of these RSUs was measured based on the fair value of the Company’s common stock on the grant date and was recognized as expense when both the required service-based vesting condition and the liquidity event-based vesting condition were achieved using the accelerated attribution method. The liquidity event-based vesting requirement was met on March 31, 2021, the effective date of the Company’s registration statement, see Note 1—“Business—Initial Public Offering.” 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. Recently Adopted Accounting Pronouncements 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 |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations and Asset Acquisitions | Business Combinations and Asset Acquisitions Assets acquired and liabilities assumed in business combinations are recognized at their acquisition date fair values. Determination of the fair values of assets and liabilities acquired requires estimates and the use of valuation techniques when market values are not readily available. The results of operations of businesses acquired by the Company have been included in the consolidated statements of operations since their respective dates of acquisition. Goodwill generated from all business combinations completed was primarily attributable to expected synergies from future growth and potential monetization opportunities. 2023 Acquisitions During the year ended December 31, 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 transactions as business combinations. The consideration for the acquisitions completed during the year ended December 31, 2023 is primarily comprised of $6.8 million in the Company's Class A common stock, $1.1 million of cash paid at closing, an additional $1.0 million to be paid at a later date and an estimated $14.0 million of additional Class A common stock and cash that may be paid contingent on certain earnings-based targets being met at various payment dates through 2033. Payments in excess of the original estimate may impact the Company's statement of operations in future periods. The future consideration amounts were recorded as Accrued expenses and other current liabilities and Other non-current liabilities in the consolidated balance sheet. The fair value of the assets acquired and the liabilities assumed primarily resulted in the recognition of: $10.8 million of customer relationships; $4.7 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 $11.4 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 year ended December 31, 2023 is deductible for tax purposes. The amount of tax-deductible goodwill may increase in the future to approximately $8.7 million dependent on the payment of certain contingent consideration, holdback and acquisition-related compensation arrangements. These amounts are not expected to have an impact on the income tax provision while the Company maintains a full valuation allowance on its U.S. deferred tax assets. The Company has recorded the preliminary purchase price allocation as of the acquisition dates and expects to finalize its analysis within the measurement period (up to one year from the acquisition date) of the respective transactions. 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 2023 acquisitions have not been presented because they are not material to the Company’s consolidated revenue and results of operations, either individually or in the aggregate. 2022 Acquisitions During the year ended December 31, 2022, the Company completed the acquisition of 100% of the ownership interests in a title insurance and escrow settlement services company and acquired the assets of a small real estate brokerage. The purpose of these acquisitions was to expand the Company’s title and escrow offerings and to expand its existing brokerage business in key domestic markets. The Company has accounted for these acquisitions as business combinations. The total consideration for acquisitions completed during the year ended December 31, 2022 comprised $12.1 million of cash, net of cash acquired, $0.8 million in Class A common stock of the Company and an estimated $3.6 million of additional cash that may be paid contingent on certain earnings-based targets being met through 2029. Future cash payments were recorded as Accrued expenses and other current liabilities and Other non-current liabilities in the consolidated balance sheets. The fair value of the assets acquired and the liabilities assumed primarily resulted in the recognition of: customer relationships of $8.1 million; trademark intangible assets of $1.1 million; $1.0 million of other current and non-current assets; and $2.5 million of current and non-current liabilities. The excess of the purchase price over the fair value of the acquired net assets was recorded as goodwill of $8.8 million. Acquired intangible assets are being amortized over their estimated useful lives of approximately 3 to 5 years. None of the goodwill recorded during the year ended December 31, 2022 is deductible for tax purposes. The amount of tax-deductible goodwill may increase in the future to approximately $2.6 million dependent on the payment of certain contingent consideration, holdbacks and acquisition-related compensation arrangements. These amounts are not expected to have an impact on the income tax provision while the Company maintains a full valuation allowance on its U.S. deferred tax assets. Pro forma revenue and earnings for 2022 acquisitions have not been presented because they are not material to the Company’s consolidated revenue and results of operations, either individually or in the aggregate. 2021 Acquisitions During the year ended December 31, 2021, the Company completed several business acquisitions including the acquisition of 100% of the ownership interests in KVS Title, LLC, a title insurance and escrow settlement services company, Glide Labs, Inc., a real estate technology company, Randall Family of Companies, a group of Southern Coastal New England residential real-estate brokerage entities, three additional small real estate brokerages and three additional small title insurance and escrow settlement services companies. The purpose of these acquisitions was to expand the Company’s title and escrow offerings, to grow the Company’s transaction management tools included in its end-to-end real estate platform, and to expand its existing brokerage business in key domestic markets. During 2021, the Company completed two asset acquisitions of smaller residential real estate brokerages in connection with ongoing agent recruitment efforts in key domestic markets. The consideration for these two acquisitions comprised $13.2 million in cash, net of cash acquired, $5.8 million in the Company’s Class A common stock and an estimated $3.4 million of additional cash that may be paid contingent on certain earnings-based targets being met. During the year ended December 31, 2021, the Company recorded net assets of $23.9 million primarily comprised of customer relationships. Such amounts are also included in the tables below. The following table summarizes the aggregate fair value of the components of the purchase consideration, as of the respective dates of each of the business combinations and asset acquisitions (in millions): Cash paid at closing $ 148.6 Class A common stock issued 5.8 Cash to be paid after closing 21.8 Contingent consideration 5.6 Non-controlling interest 3.8 $ 185.6 The following table summarizes the allocations of the purchase price for the business combinations and asset acquisitions (in millions): Cash and cash equivalents $ 11.2 Other current assets 4.1 Property and equipment 2.5 Goodwill (1) 68.5 Operating lease right-of-use assets 12.8 Intangible assets (2) Acquired Technology 5.5 Customer relationships 90.7 Trademarks 11.3 Total assets $ 206.6 Total liabilities $ (21.0) Net assets $ 185.6 (1) Approximately $59.0 million of the goodwill is deductible for tax purposes. These amounts are not expected to have an impact on the income tax provision while the Company maintains a full valuation allowance on its domestic deferred tax assets. (2) The identified intangible assets have a useful life of 2-9 years. Pro forma revenue and earnings for 2021 acquisitions have not been presented because they do not have a material impact to the Company’s consolidated revenue and results of operations, either individually or in the aggregate. Contingent Consideration Contingent consideration represents obligations of the Company to transfer cash and common stock to the sellers of certain acquired businesses in the event that certain targets and milestones are met. As of December 31, 2023, the undiscounted estimated payment under these arrangements was $31.8 million. Changes in contingent consideration measured at fair value on a recurring basis were as follows (in millions): Year Ended December 31, 2023 2022 2021 Opening balance $ 14.0 $ 24.4 $ 39.8 Acquisitions 14.0 3.6 5.6 Fair value losses (gains) included in net loss 2.6 (2.2) (4.7) Payments (9.7) (11.8) (16.3) Closing balance $ 20.9 $ 14.0 $ 24.4 Other Acquisition Related Compensation |
Joint Venture
Joint Venture | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture | Joint Venture In July 2021, the Company and Guaranteed Rate, Inc. (“Guaranteed Rate”) formed a joint venture, OriginPoint, LLC (“OriginPoint”), a new mortgage origination company. OriginPoint was formed for the purpose of conducting a mortgage origination and lending business and providing related services for the Company’s real estate brokerage clients, as well as the clients of any other brokerage in the context of a new purchase or other customers not working with a brokerage in the context of a refinancing, in order to make loans available to a broad consumer audience. OriginPoint will originate, process, underwrite, close and/or fund mortgage loans for sale, transfer and assignment to investors and eligible wholesale lenders, including affiliates, or effect any other secondary market transactions related to such mortgage loans. OriginPoint began originating mortgages in December 2021. OriginPoint is owned 49.9% by the Company and 50.1% by Guaranteed Rate. The Company and Guaranteed Rate each contributed capital of $5.0 million when OriginPoint was formed in July 2021. The Company has contributed $1.2 million and $15.0 million of additional capital during the year ended December 31, 2023 and 2022. The Company is accounting for OriginPoint as an equity method investment and will record its equity earnings or losses related to OriginPoint within Equity in loss of unconsolidated entity in the consolidated statements of operations. The Company’s investment in OriginPoint had a balance of $4.4 million at December 31, 2023 and is included within Other non-current assets on the accompanying consolidated balance sheet. The Company recorded equity losses of $3.3 million, $12.2 million and $1.3 million during the years ended December 31, 2023, 2022 and 2021, respectively. No dividends were received by the Company during the years ended December 31, 2023 and 2022. OriginPoint has established and maintains its own warehouse lines of credit, and it funds its own mortgage loan transactions from these independent sources. The warehouse lines maintained by OriginPoint are collateralized by the underlying mortgages available for sale and are non-recourse to Compass. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 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 $166.9 million and $361.9 million as of December 31, 2023 and 2022, respectively, are held in cash, money market funds and U.S. treasury securities 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 $20.9 million and $14.0 million as of December 31, 2023 and 2022, respectively, are the Company’s only Level 3 financial instruments. See Note 3 — “Business Combinations and Asset Acquisitions” for changes in contingent consideration during the years ended December 31, 2023, 2022 and 2021. The following tables present the balances of contingent consideration as presented in the consolidated balance sheets (in millions): December 31, 2023 2022 Accrued expenses and other current liabilities $ 4.5 $ 10.0 Other non-current liabilities 16.4 4.0 Total contingent consideration $ 20.9 $ 14.0 There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in millions): December 31, 2023 2022 Leasehold improvements $ 186.7 $ 192.3 Office furniture and equipment 36.9 37.1 Computer software and internally-developed software 42.7 37.9 Computer equipment 26.7 32.3 292.9 299.6 Less: accumulated depreciation (141.3) (107.1) Property and equipment, net $ 151.7 $ 192.5 The Company recorded depreciation expense related to property and equipment of $57.1 million, $48.2 million and $38.5 million for the years ended December 31, 2023, 2022 and 2021, respectively which includes $12.3 million, $9.4 million and $6.0 million, respectively, related to capitalized internally–developed software. The Company capitalized internally-developed software costs of $5.7 million and $17.0 million during the years ended December 31, 2023 and 2022, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net The following table summarizes the changes in the carrying amount of goodwill (in millions): Amount Balance at December 31, 2021 $ 188.3 Acquisitions 8.8 Measurement period adjustments 1.3 Balance at December 31, 2022 198.4 Acquisitions 11.4 Balance at December 31, 2023 $ 209.8 The following table summarizes the carrying amounts and accumulated amortization of intangible assets (in millions, except weighted-average remaining useful life): December 31, 2023 Useful Life Gross Carrying Accumulated Net Value Weighted Finite-lived intangible assets: Customer relationships 2-9 years $ 160.1 $ (92.0) $ 68.1 2.9 Acquired technology 5 years 5.5 (2.9) 2.6 2.3 Trademarks 2-9 years 12.5 (5.9) 6.6 4.2 Indefinite-lived intangible assets: Domain name 0.3 — 0.3 n/a Total $ 178.4 $ (100.8) $ 77.6 December 31, 2022 Useful Life Gross Carrying Accumulated Net Value Weighted Finite-lived intangible assets: Customer relationships 2-9 years $ 155.2 $ (68.6) $ 86.6 3.4 Acquired technology 5 years 5.5 (1.8) 3.7 3.3 Trademarks 2-9 years 13.0 (4.3) 8.7 4.9 Indefinite-lived intangible assets: Domain name 0.3 — 0.3 n/a Total $ 174.0 $ (74.7) $ 99.3 Amortization expense was $32.9 million, $38.1 million and $25.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. Estimated future amortization expense for finite-lived intangible assets as of December 31, 2023 is as follows (in millions): 2024 $ 31.2 2025 24.9 2026 12.4 2027 6.0 2028 2.0 Thereafter 0.8 Total $ 77.3 |
Other Current Assets and Accrue
Other Current Assets and Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets and Accrued Expenses and Other Current Liabilities | Other Current Assets and Accrued Expenses and Other Current Liabilities Other current assets consisted of the following (in millions): December 31, 2023 2022 Prepaid agent incentives $ 22.2 $ 48.4 Other 32.3 28.1 Other current assets $ 54.5 $ 76.5 Accrued expenses and other current liabilities consisted of the following (in millions): December 31, 2023 2022 Agent equity program $ — $ 41.7 Accrued compensation 43.3 50.4 Other 47.5 72.8 Accrued expenses and other current liabilities $ 90.8 $ 164.9 |
Debt
Debt | 12 Months Ended |
Dec. 31, 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 8.93% as of December 31, 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 December 31, 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 December 31, 2023, there were no borrowings outstanding under the Revolving Credit Facility and outstanding letters of credit under the Revolving Credit Facility totaled approximately $43.8 million. The Revolving Credit Facility contains customary representations, warranties, financial covenants applicable to the Company and it’s restricted subsidiaries, affirmative covenants, such as financial statement reporting requirements, and negative covenants which restrict their ability, among other things, to incur liens and indebtedness, make certain investments, declare dividends, dispose of, transfer or sell assets, make stock repurchases and consummate certain other matters, all subject to certain exceptions. The financial covenants require that (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 December 31, 2023, the Company was in compliance with the financial covenants under the Revolving Credit Facility. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The components of lease costs for operating leases for the years ended December 31, 2023, 2022 and 2021 was as follows (in millions): Year Ended December 31, 2023 2022 2021 Operating lease costs $ 109.8 $ 113.7 $ 102.3 Short-term lease costs 3.5 7.3 7.2 Sublease income (5.1) (3.7) (3.2) Variable lease costs 37.6 35.4 29.0 Total $ 145.8 $ 152.7 $ 135.3 The Company has a small population of subleases whereby it acts as a lessor and has recognized sublease income as noted in the table above. The impact of this portfolio is not material to the consolidated financial statements. For the years ended December 31, 2023, 2022 and 2021, the Company recognized lease costs, net of sublease income, of $138.5 million, $141.5 million and $124.3 million, respectively, in Sales and marketing expenses and $7.3 million, $11.2 million and $11.0 million, respectively, in General and administrative expenses in the consolidated statements of operations. Supplemental cash flow information related to leases was as follows (in millions): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows used in operating leases $ 126.9 $ 118.8 $ 106.3 Supplemental disclosure of non-cash leasing activities: ROU assets obtained in exchange for new operating lease liabilities $ 25.3 $ 94.7 $ 137.1 The following table represents the weighted-average remaining lease term and discount rate for the Company’s operating leases: December 31, 2023 2022 Weighted average remaining lease term (years) 5.9 6.5 Weighted average discount rate 4.9 % 4.6 % Future undiscounted lease payments for the Company’s operating lease liabilities are as follows as of December 31, 2023 (in millions): 2024 $ 121.2 2025 106.7 2026 93.3 2027 78.6 2028 69.4 Thereafter 120.0 Total future lease payments 589.2 Less: imputed interest (80.1) Present value of lease liabilities $ 509.1 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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. Except as identified with respect to the matters below, the Company does not believe that the outcome of any individual existing legal or regulatory proceeding to which it is a party will have a material adverse effect on its results of operations, financial condition or overall business in each case, taken as a whole. The Company and its subsidiaries have been named as defendants in ten putative class action lawsuits (the "Antitrust Lawsuits") that allege, among other things, violations of Section 1 of the Sherman Act, 15 U.S.C. § 1. Five of the putative class action lawsuits, captioned Gibson, et al. v. National Association of Realtors, et al., No. 4:23-cv-00788-FJG (W.D. Mo.) (“Gibson”), filed on October 31, 2023, Grace v. National Association of Realtors, et al., No. 3:23-cv-06352 (N.D. Cal.) (“Grace”), filed on December 8, 2023, Umpa, et al. v. National Association of Realtors, et al., 4:23-cv-00945 (W.D. Mo.) (“Umpa”), filed on December 27, 2023, Fierro, et al. v. National Association of Realtors, et al., Case No. 2:24-cv-00449 (C.D. Cal.) (“Fierro”), filed on January 17, 2024, and Boykin v. National Association of Realtors, et al., No. 2:24-cv-00340 (D. Nev.) (“Boykin”), filed on February 16, 2024, name the Company as a defendant and allege, among other things, that certain trade associations, including the National Association of Realtors, multiple listing services, and real estate brokerages engaged in 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 by entering into a continuing agreement to require sellers of residential property to make inflated payments to brokers representing buyers. The plaintiffs in the Gibson and Umpa matters allege a nationwide scope, while the Grace and Fierro matters are limited in scope to Northern California and Southern California, respectively. The Company and the defendants in the Gibson and Umpa matter filed a series of motions to dismiss those complaints on February 26, 2024. The plaintiffs’ opposition to those motions are due on March 25, 2024, and replies are due on April 22, 2024. Two of the putative class action lawsuits, March v. Real Estate Board of New York, et al., No. 1:23-cv-09995 (S.D.N.Y.) (“March”), filed on November 13, 2023, and Friedman v. Real Estate Board of New York, et al., Case No. 1:23-cv-09601 (S.D.N.Y.) (“Friedman”), filed on January 18, 2024, name the Company as a defendant and allege, among other things, that the Real Estate Board of New York, and a number of real estate brokerages engaged in 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 by entering into a continuing agreement to require sellers of residential property to make inflated payments to brokers representing buyers. The Friedman and March matters also allege violations of the Donnelly Act, N.Y. Gen. Bus. § 340, and the March matter further seeks injunctive relief pursuant to Section 16 of the Clayton Act, 15 U.S.C. § 26. The Friedman and March matters are limited in scope to the New York City boroughs of Brooklyn, and Manhattan, respectively. Two of the putative class action lawsuits, QJ Team, LLC, et al. v. Texas Association of Realtors, Inc., et al., No. 4:23-cv-01013 (E.D. Tx.) (“QJ Team”), filed on November 13, 2023, and Martin, et al. v. Texas Association of Realtors, Inc., et al., No. 423-cv-01104 (E.D. Tx.) (“Martin”), filed on December 14, 2023, name Realty Austin, LLC, a subsidiary of the Company, as a defendant and allege, among other things, that certain trade associations, including the Texas Association of Realtors, and a number of real estate brokerages engaged in 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 by entering into a continuing agreement to require sellers of residential property to make inflated payments to brokers representing buyers. Batton, et al. v. Compass, Inc., et al., No. 1:23-cv-15618 (N.D. Ill.) (“Batton II”), filed on November 2, 2023, names the Company and seven other brokerages as defendants and alleges that the 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 deadline to respond to the Batton II complaint is April 5, 2024. The allegations in Batton II are substantially similar to those contained in the case captioned Batton, et al. v. National Association of Realtors, et al., No. 1:21-cv-00430 (N.D. Ill.) (“Batton I”), filed on January 25, 2021, which does not name the Company but names the National Association of Realtors and seven other brokerages. On February 20, 2024, in Batton I, the Court granted the defendants’ Motion to Dismiss in part and denied in part, allowing most of the case to proceed. On December 27, 2023, plaintiffs in the Gibson and Umpa matters filed a motion before the United States Judicial Panel on Multidistrict Litigation (“JPML”), captioned In re Real Estate Commission Litigation, No. 48 (J.P.M.L.), seeking to transfer and consolidate for pretrial proceedings the Gibson, Umpa, Grace, March, QJ Team, Martin, and three additional putative class actions to which the Company has not been named as a party, to one multidistrict litigation. The deadline to respond to the complaints in the Martin, QJ Team, and March matters have been stayed pending a decision from the JPML on consolidation. 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. The ultimate resolution of these matters could have a material adverse effect on the Company’s financial position, results of operations, and cash flow. 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 December 31, 2023 and 2022, the Company was contingently liable for $44.4 million and $48.0 million, respectively, under these letters of credit. As of December 31, 2023, $43.8 million and $0.6 million of these letters of credit were collateralized by the Company’s 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 Company’s Revolving Credit Facility and cash and cash equivalents, respectively. Escrow and Trust Deposits As a service to its home buyers and home seller clients, the Company administers escrow and trust deposits which represent undistributed amounts for the settlement of real estate transactions. The escrow and trust deposits totaled $120.0 million and $136.7 million as of December 31, 2023 and 2022, respectively. These deposits are not assets of the Company and therefore are excluded from the accompanying 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 | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Preferred Stock and Common Stock | Preferred Stock and Common Stock Convertible Preferred Stock In 2020, the Company amended its certificate of incorporation and changed the authorized shares of Series G convertible preferred stock to 22.4 million and issued an additional 0.1 million shares of Series G convertible preferred stock for proceeds of $1.0 million. In 2020, 9.4 million shares of Series D convertible preferred stock were converted into an equal number of shares of Class A common stock at the election of the holder resulting in the reclassification of $40.0 million in carrying value from Convertible preferred stock to Common stock and Additional paid-in capital. The Company’s convertible preferred stock authorized, issued and outstanding, the aggregate liquidation preferences, including dividends that would be due if and when declared by the board of directors were as follows as of December 31, 2020 (in millions, except share and per share amounts): December 31, 2020 Series of Convertible Year Issued Shares Shares Issuance Price/ Aggregate Carrying Value Series A 2013 54,811,930 54,811,930 $ 1.0000 $ 54.8 $ 54.7 Series B 2014-2015 18,133,240 18,133,240 2.0766 37.7 37.5 Series C 2015-2016 13,580,260 13,580,260 4.0500 55.0 54.8 Series D 2016-2017 25,303,070 15,920,450 4.2632 67.9 67.6 Series E 2017-2018 78,543,890 78,543,890 6.7478 530.0 529.0 Series F 2018 33,686,160 33,686,160 11.8570 399.4 398.8 Series G 2019-2020 22,371,620 22,371,620 15.4269 345.1 344.3 246,430,170 237,047,550 $ 1,489.9 $ 1,486.7 In March 2021, the holders of 15.9 million shares of the Company’s Series D convertible preferred stock elected to convert such shares into an equal number of shares of Class A common stock. During April 2021, in connection with the IPO, all series of the Company’s convertible preferred stock then outstanding were converted into 223.0 million shares of Class A common stock and the Company reclassified $1.4 billion of Convertible preferred stock to Additional paid-in-capital. As of December 31, 2023 and 2022, the Company had no convertible preferred stock outstanding. Undesignated Preferred Stock In April 2021, the Company adopted a restated certificate of incorporation which provides for authorized undesignated preferred stock to 25.0 million shares of undesignated preferred stock with a $0.00001 par value per share. As of December 31, 2023 and 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 founder and 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 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. Each class has par value of $0.00001. On July 1, 2021, the board of directors of the Company approved the conversion of all outstanding shares of the Company’s Class B common stock into the same number of shares of the Company’s Class A common stock effective on that date. As of December 31, 2021, the Company had 2.3 million shares of Class A common stock issued and held as treasury stock which were subsequently retired on July 1, 2021. The followings tables reflect the authorized, issued and outstanding shares for each of the common share classes as of December 31, 2023 and 2022: December 31, 2023 Shares Shares Shares Class A common stock 12,500,000,000 465,633,122 465,633,122 Class B common stock 1,250,000,000 — — Class C common stock 100,000,000 19,260,144 19,260,144 Total 13,850,000,000 484,893,266 484,893,266 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 The rights of common stock are as follows: Voting 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. Dividends When and if declared by the Company’s board of directors, holders of Class A and Class B common stock are entitled in proportion to the number of shares of common stock that would be held by each such holder if all shares of convertible preferred stock were converted to common stock. No dividends have been declared since inception. Liquidation The liquidation rights of the holders of Class A and Class B common stock are subject to and qualified by the rights and preferences of the holders of convertible preferred stock. Conversion Each share of Class A common stock may be converted to one share of Class B common stock at the option of the holder. Each share of Class B common stock may be converted to one share of Class A common stock only upon the following events: • the Company’s sale of its common stock pursuant to an effective registration statement; • any transfer of such share to a holder of convertible preferred stock; and • the approval of such conversion by the board of directors; such conversion shall be deemed to have been made immediately prior to the closing date of the public offering. Each share of Class C common stock is convertible at any time of 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 December 31, 2023, the Company has estimated a liability of $2.9 million in connection with this contingent arrangement and has included the amount in the Other non-current liabilities line of its consolidated balance sheet. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 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. As of December 31, 2023, there were 48.6 million shares available for future grants under the 2021 Plan, inclusive of those shares transferred from the 2012 Plan. Effective January 1, 2024, the shares available for future grants were increased by an additional 24.2 million shares as a result of the annual increase provision described above. 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”), with an initial pool of 7.4 million shares of Class A common stock available for 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. As of December 31, 2023, 14.1 million shares of Class A common stock remain available for grant under the ESPP. Effective January 1, 2024, the authorized shares increased by 4.7 million shares as a result of the annual increase provision described above. The ESPP permits employees to purchase shares of the Company’s Class A common stock through payroll deductions accumulated during six-month offering periods up to a maximum value of $12,500 per offering period. The offering periods begin each February and August, or such other period determined by the Compensation Committee. 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 year ended December 31, 2023, the Company issued 0.8 million shares of Class A common stock under the ESPP. The Company recognized $1.3 million and $2.1 million of stock-based compensation expense related to the ESPP during the years ended December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023 and 2022, $1.0 million and $1.3 million, respectively had been withheld on behalf of employees for a future purchase under the ESPP. Stock Options Stock options vest over a prescribed service period generally lasting four years. Upon the exercise of any stock options, the Company issues shares to the award holder from the pool of authorized but unissued common stock. The fair value of each stock option award is estimated on the grant date using the Black-Scholes option pricing model. For the year ended December 31, 2023, stock options granted were not material to the Company's financial statements. For the years ended December 31, 2022 and 2021, the table below demonstrates the inputs used for options granted. Year Ended December 31, 2022 2021 Expected term (in years) 6.2 6.3 Risk-free interest rate 3.0 % 0.9 % Expected volatility 50.5 % 49.3 % Dividend rate — % — % Fair value of common stock (range for the period) $2.33 - $8.25 $8.80 - $18.00 Weighted average grant date fair value of options granted $ 2.31 $ 8.68 Each of these inputs is subjective and generally requires significant judgment. Expected Term — The expected term represents the period that the stock-based awards are expected to be outstanding. The Company uses the simplified method to calculate the expected term due to insufficient historical experience, which assumes a ratable rate of exercise over the contractual term. Risk-Free Interest Rate — The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury constant maturity notes with terms approximately equal to the stock-based awards’ expected term. Expected Volatility — As a result of the lack of historical and implied volatility data of the Company’s common stock prior to the IPO, the expected stock price volatility has been estimated based on the historical volatilities of a specified group of companies in its industry for a period equal to the expected life of the option. The Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, and position within the industry and with historical share price information sufficient to meet the expected term of the stock options. The historical volatility data was computed using the daily closing prices for the selected companies. Dividend Rate — The expected dividend rate is zero as the Company has not declared or paid any cash dividends and does not anticipate to do so in the foreseeable future. Fair Value of Common Stock — Prior to the IPO, the fair value of the shares of common stock underlying stock options and RSUs were historically determined by the board of directors as there was no public market for the common stock. The board of directors determined the fair value of the Company’s common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, sales of convertible preferred stock to unrelated third parties, the Company’s operating and financial performance, secondary transactions involving the Company’s common stock, the lack of liquidity of common stock and general and industry specific economic outlook, amongst other factors. 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 Shares Weighted Weighted Aggregate Intrinsic Value (1) Balance as of December 31, 2022 46,694,237 $ 5.44 5.9 $ 8.5 Granted 257,286 3.62 Exercised (2,963,701) 1.52 Forfeited (3,459,974) 6.74 Balance as of December 31, 2023 40,527,848 $ 5.60 5.1 $ 20.2 Exercisable and vested at December 31, 2023 35,844,208 $ 5.20 4.8 $ 20.1 (1) The aggregate intrinsic values have been calculated using the Company’s closing stock prices of $3.76 and $2.33 as of December 31, 2023 and December 31, 2022, respectively. During the years ended December 31, 2023, 2022 and 2021, the intrinsic value of options exercised was $6.2 million, $20.3 million and $124.1 million, respectively. Stock-based compensation recognized during the years ended December 31, 2023, 2022 and 2021 associated with stock options was $25.6 million, $35.2 million and $46.5 million, respectively. As of December 31, 2023, unrecognized compensation costs totaled $31.4 million and are expected to be recognized over a weighted-average period of 1.8 years. Restricted Stock Units A summary of RSU activity under the 2012 Plan and the 2021 Plan is presented below: Number of Shares Weighted Balance as of December 31, 2022 47,189,837 $ 7.10 Granted 44,460,038 3.38 Vested and converted to common stock (1) (35,940,672) 4.81 Forfeited (2) (25,765,385) 6.13 Balance as of December 31, 2023 29,943,818 $ 5.15 (1) During the year ended December 31, 2023, the Company net settled all RSUs through which it issued an aggregate of 35.9 million shares of Class A common stock and withheld an aggregate of 7.6 million shares of Class A common st ock to satisfy $23.5 million of tax withholding obligations on behalf of the Company’s employees. (2) Included in forfeited shares are 17.2 million performance based RSUs previously held by the Company’s Chief Executive Officer that were cancelled in connection with changes made to the CEO's compensation package in December 2023. The cancellation of these awards was accounted for as a modification and is not expected to have a material impact on the Company's statements of operations. As of December 31, 2023, all unvested RSUs had total compensation costs of $147.7 million not yet recognized and is expected to be recognized over a weighted-average period of 2.0 years. 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 year ended December 31, 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 stock-based compensation expense of which $41.7 million was recognized during the year ended the year ended December 31, 2022 and $11.6 million was recognized during the year ended December 31, 2023. In January 2023, the Company granted 14.1 million RSUs to affiliated agents 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 consolidated statement of operations is as follows (in millions): Year Ended December 31, 2023 2022 2021 Commissions and other related expense $ 11.6 $ 59.0 $ 128.7 Sales and marketing 35.0 42.0 38.4 Operations and support 16.1 15.6 16.9 Research and development 45.7 57.5 92.7 General and administrative 49.8 60.4 109.6 Total stock-based compensation expense $ 158.2 $ 234.5 $ 386.3 The decrease in stock-based compensation expense in 2023 as compared to 2022 was due to lower headcount resulting from workforce reductions . The decrease in stock-based compensation expense in 2022 as compared to 2021 was almost entirely the result of the required accounting treatment for RSUs which differed before and after the March 31, 2021 effective date of the Company’s IPO. The RSUs outstanding prior to the IPO contained a liquidity-event based vesting condition, in addition to a time-based vesting condition. The liquidity-event based vesting condition did not allow for the recognition of stock based-compensation expense until this condition was satisfied at the time of the IPO. The Company recognized a one-time acceleration of stock-based compensation expense of $148.5 million in connection with the IPO when this liquidity-event based vesting condition was satisfied on March 31, 2021 and recognized additional stock-based compensation expense subsequent to the IPO over the periods that the time-based vesting conditions are satisfied. Stock- based compensation expense for the year ended December 31, 2021 includes the following amounts related to a one-time acceleration of stock-based compensation expense in connection with the IPO (in millions): IPO Related Commissions and other related expense $ 41.7 Sales and marketing 1.8 Operations and support 3.1 Research and development 46.9 General and administrative 55.0 Total stock-based compensation expense $ 148.5 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 | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s loss before income taxes consisted of (in millions): Year Ended December 31, 2023 2022 2021 United States $ (314.1) $ (610.4) $ (496.5) International (7.6) 8.0 (0.1) Total $ (321.7) $ (602.4) $ (496.6) For the year ended December 31, 2023, the loss before income taxes of $321.7 million includes $3.3 million of losses from the Company’s equity investment in OriginPoint and excludes $1.2 million in net income attributable to non-controlling interests. The OriginPoint business and other non-controlling interests operate in the United States. The components of the Company’s income tax benefit (provision) consisted of (in millions): Year Ended December 31, 2023 2022 2021 Current: Federal $ — $ — $ — State (0.3) — — Foreign (0.1) (3.1) (1.2) Total current (0.4) (3.1) (1.2) Deferred: Federal 0.8 0.9 2.1 State — 0.3 0.4 Foreign — 2.8 1.2 Total deferred 0.8 4.0 3.7 Total benefit from income taxes $ 0.4 $ 0.9 $ 2.5 The Company had an income tax benefit for the years ended December 31, 2023, 2022 and 2021 resulting from a partial reduction in the valuation allowance related to the carryover tax basis in deferred tax liabilities from acquisitions. The benefit from income taxes is reduced by current taxes in India that are not offset with future alternative minimum tax credits and state income tax expense. The effective income tax rate differed from the statutory federal income tax rate as follows: Year Ended December 31, 2023 2022 2021 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal effect 5.2 % 7.0 % 8.8 % Change in valuation allowance (23.7) % (25.0) % (34.2) % Stock-based compensation (3.6) % (2.4) % 7.9 % Non-deductible executive compensation (0.6) % (0.6) % (2.8) % Non-deductible expenses (0.4) % (0.4) % 0.1 % Worthless stock deduction 3.2 % — % — % Other (1.0) % 0.6 % (0.3) % Benefit from income taxes 0.1 % 0.2 % 0.5 % The components of net deferred taxes arising from temporary differences were as follows (in millions): December 31, 2023 2022 Deferred tax assets: Nondeductible accruals $ 14.4 $ 15.0 Stock-based compensation 44.3 55.0 Lease liabilities 143.9 161.2 Net operating loss carryforward 462.1 395.6 Allowance for credit losses 10.7 9.2 Accrued compensation 27.6 35.4 Capitalized research & development costs 84.5 83.6 Intangible assets 12.1 6.7 Other 5.9 5.4 Total deferred tax assets $ 805.5 $ 767.1 Deferred tax liabilities: Operating lease right-of-use assets $ (110.8) $ (132.2) Property and equipment (26.6) (37.5) Total deferred tax liabilities (137.4) (169.7) Less: valuation allowance (664.9) (594.2) Net deferred tax assets $ 3.2 $ 3.2 The Company is subject to income taxes in the United States and India. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (b) operating losses and tax credit carryforwards. As of December 31, 2023 and 2022, the Company’s deferred tax assets were primarily the result of U.S. federal and state net operating losses, operating lease obligations, capitalized research and development costs, stock-based compensation and other compensation related accruals. A full valuation allowance was maintained against its U.S. gross deferred tax asset balances as of December 31, 2023 and 2022. As of each reporting date, the Company considers new evidence, both positive and negative, that could impact the Company’s view with regard to future realization of deferred tax assets. As of December 31, 2023 and 2022, the Company continued to maintain that the realization of its deferred tax assets has not achieved a more-likely-than-not threshold primarily due to the evidence that the Company continued to maintain three-year cumulative pre-tax book losses. As of December 31, 2023, the valuation allowance was approximately $664.9 million, an increase of $70.7 million from December 31, 2022, which includes the impact of acquisition activity. As of December 31, 2023 and 2022, the Company had approximately $1.6 billion and $1.4 billion of gross federal net operating losses, respectively. Of those amounts, $152.0 million will begin to expire in 2032 and $1.5 billion have an unlimited carryforward with utilization limited to 80% of taxable income. Such amounts may be subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, as a result of various ownership change rules. As of December 31, 2023 and 2022, the Company had approximately $1.9 billion and $1.6 billion of gross state net operating losses, respectively, that will begin to expire in 2026. In connection with the previously announced shutdown of Modus Technologies, Inc. (“Modus”), the Company recognized an ordinary worthless stock deduction for U.S. income tax purposes. This resulted in an increase to the gross federal net operating loss of approximately $27.0 million. The Company has not recognized any tax benefits from the Modus worthless stock deduction as a result of the full valuation allowance maintained on its deferred tax assets. The Company had no material uncertain tax positions as of December 31, 2023, 2022 and 2021. The Company does not anticipate a material increase or decrease in the uncertain tax positions in the next twelve months after the reporting period. It is the Company’s policy to record interest and penalties related to uncertain tax positions as a component of the provision for income taxes. No material amounts of interest or penalties were recognized in the consolidated financial statements for the years ended December 31, 2023, 2022 and 2021. The Company has obtained an income tax holiday for one of the three locations it operates in India, which expires in 2024. This incentive is conditional on meeting certain direct investment thresholds. If the Company fails to satisfy the conditions, the Company may be required to refund previously realized benefits. The Company does not expect these amounts to be material to the Company’s consolidated financial statements. The number of years with open tax audits varies depending upon the 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. |
Compass Concierge Receivables a
Compass Concierge Receivables and Allowance for Credit Losses | 12 Months Ended |
Dec. 31, 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 ACL in the accompanying consolidated balance sheets. For the years ended December 31, 2023, 2022 and 2021, 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 December 31, 2023 and 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 as of December 31, 2023 and 2022 (in millions): December 31, 2023 2022 Opening balance $ 14.7 $ 17.3 Allowances 0.8 1.8 Net write-offs and other (2.3) (4.4) Closing balance $ 13.2 $ 14.7 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 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 December 31, 2023 and 2022 (in millions): December 31, 2023 2022 Current $ 28.4 $ 50.6 31-90 days 0.9 1.8 Over 90 days 7.9 5.2 Total $ 37.2 $ 57.6 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Compass, Inc. | 12 Months Ended |
Dec. 31, 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 common stockholders 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): Year Ended December 31, 2023 2022 2021 Numerator: Net loss attributable to Compass, Inc. $ (321.3) $ (601.5) $ (494.1) Denominator: Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic and diluted 466,522,935 428,169,180 326,336,128 Net loss per share attributable to Compass, Inc., basic and diluted $ (0.69) $ (1.40) $ (1.51) 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): Year Ended December 31, 2023 2022 2021 Outstanding stock options 40,527,848 46,694,237 54,525,539 Outstanding RSUs 29,943,818 47,189,837 54,517,930 Shares subject to the Employee Stock Purchase Plan 589,729 583,749 — Unvested early exercised options 11,230 91,770 1,068,300 Unvested common stock — 138,892 391,092 Contingent common stock to be issued in connection with the Strategic Transaction 1,664,551 — — Total 72,737,176 94,698,485 110,502,861 |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Dec. 31, 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. As a result of restructuring actions taken during the year ended December 31, 2022, the Company incurred restructuring costs of $49.1 million, resulting from severance and other termination benefits for employees whose roles were eliminated, lease terminations costs as a result of the accelerated amortization of various right-of-use assets and other restructuring costs, including those costs related to the wind-down of Modus. These costs have been presented within the Restructuring costs line in the consolidated statements of operations. The Company incurred additional non-cash charges of approximately $7.1 million during the year ended December 31, 2022 associated with the discontinued use of certain intangible assets associated with Modus and charges pertaining to 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 consolidated statements of operations. During the year ended December 31, 2023, the Company implemented a further workforce reduction and took actions to reduce its occupancy costs, the most significant being the scaling down of its New York administrative office. During the year ended December 31, 2023, the Company incurred restructuring costs of $30.4 million 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 consolidated statements of operations. The Company incurred additional non-cash charges of approximately $5.3 million during the year ended December 31, 2023 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 consolidated statements of operations. The following table summarizes the total costs incurred in connection with the Company's restructuring activities taken during the years ended December 31, 2023 and 2022 (in millions): Year Ended December 31, 2023 2022 Severance related personnel costs $ 8.9 $ 40.6 Lease termination costs 21.5 7.7 Accelerated amortization of intangible assets — 4.6 Accelerated depreciation 5.3 2.5 Other restructuring activities — 0.8 Total expense $ 35.7 $ 56.2 The total costs incurred in connection with the Company's restructuring activities during the years ended December 31, 2023 and 2022 were included in the consolidated statements of operations as follows (in millions): Year Ended December 31, 2023 2022 Restructuring costs $ 30.4 $ 49.1 Depreciation and amortization 5.3 7.1 Total expense $ 35.7 $ 56.2 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 December 31, 2023 (in millions): Payment Due by Period 2024 $ 17.9 2025 9.4 2026 5.2 Thereafter 0.5 Total $ 33.0 |
Schedule II. Valuation and Qual
Schedule II. Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II. Valuation and Qualifying Accounts | Schedule II. Valuation and Qualifying Accounts. Years Ended December 31, 2023, 2022 and 2021 Balance Charged Write- Other Balance (in millions) December 31, 2023 Accounts receivable allowance for credit loss $ 9.0 $ 3.6 $ (4.0) $ — $ 8.6 Compass Concierge receivable allowance for credit loss 14.7 0.8 (2.3) — 13.2 Valuation allowance for deferred tax assets 594.2 — — 70.7 (a) 664.9 December 31, 2022 Accounts receivable allowance for credit loss 7.1 5.5 (3.6) — 9.0 Compass Concierge receivable allowance for credit loss 17.3 1.8 (4.4) — 14.7 Valuation allowance for deferred tax assets 448.4 — — 145.8 (a) 594.2 December 31, 2021 Accounts receivable allowance for credit loss 8.1 1.7 (2.7) — 7.1 Compass Concierge receivable allowance for credit loss 17.2 7.2 (7.1) — 17.3 Valuation allowance for deferred tax assets 287.5 — — 160.9 (a) 448.4 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (321.3) | $ (601.5) | $ (494.1) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Consolidation | Consolidation The Company consolidates an entity if its ownership, direct or indirect, exceeds 50% of the outstanding voting shares of an entity and/or it has the ability to control the financial or operating policies through its voting rights, board representation or other similar rights. 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 or at fair value with changes in fair value recognized in net income, as appropriate. The Company applies the equity method of accounting when it has the ability to exercise significant influence over 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. |
Use of Estimates | Use of Estimates |
Segment | Segment |
Net Loss Per Share Attributable to Compass, Inc. | Net Loss Per Share Attributable to Compass, Inc. The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net loss per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Prior to conversion in connection with the IPO, the Company’s convertible preferred stock contractually entitled the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses. |
Foreign Currency | Foreign Currency |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all investments with an original maturity date at the time of purchase of three months or less to be cash and cash equivalents. Cash equivalents consist primarily of money market funds and U.S. treasury securities . The Company’s accounts, at times, may exceed federally insured limits. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable is stated as the amount billed, net of an estimated allowance for credit losses (“ACL”). The Company’s ACL is adjusted periodically and is based on management’s consideration of the age and nature of the past due accounts as well as specific payment issues. Changes in the Company’s estimate to the ACL is recorded through bad debt expense and individual accounts are charged against the allowance when all reasonable collection efforts are exhausted. The following table summarizes the activity of the ACL for Accounts receivable (in millions): December 31, 2023 2022 Opening balance $ 9.0 $ 7.1 Allowances 3.6 5.5 Net write-offs and other (4.0) (3.6) Closing balance $ 8.6 $ 9.0 |
Prepaid Agent Incentives | Prepaid Agent Incentives |
Property and Equipment, net | Property and Equipment, net Property and equipment is reported at cost net of any accumulated depreciation and is depreciated using the straight-line method over the useful lives of the related assets. Expenditures for maintenance, repair and renewals of minor items are charged to expense as incurred. Major improvements are capitalized. The Company capitalizes costs associated with developing software systems that are in the application development stage. Software development costs that are incurred in the preliminary project stage and post-implementation stage are expensed as incurred. The useful lives of property and equipment are as follows: Description Useful Life Leasehold improvements Lesser of estimated useful life or remaining lease term Office furniture and equipment Five years Computer software and internally-developed software Three years Computer equipment Three years |
Business Combinations | Business Combinations |
Intangible Assets | Intangible Assets Intangible assets resulting from the acquisition of entities are accounted for using the acquisition method based on management’s estimate of the fair value of assets received. Intangible assets are finite lived and mainly consist of customer relationships, workforce and acquired technology and are amortized over their respective estimated useful lives. The useful lives were determined by estimating future cash flows generated by the acquired intangible assets. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives within the Company’s operating expenses. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or asset groups (collectively, “asset groups”) may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset groups’ carrying |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquired business over the fair value of the assets acquired at the date of acquisition. Goodwill is not subject to amortization but is subject to impairment testing on an annual basis, as of October 1, or whenever events and circumstances indicate that the carrying value of the reporting unit may be in excess of the reporting unit’s fair value. The Company has one reporting unit and tests goodwill for impairment at the reporting unit level. As part of the goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not that the fair value of the Company’s reporting unit is less than its carrying amount, a two-step impairment test is required. |
Leases | Leases The Company determines if an arrangement contains a lease at inception based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company classifies leases as either financing or operating. The Company does not have any finance leases. Right-of-use (“ROU”) assets are recognized at the lease commencement date and represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the remaining lease term. Present value of lease payments are discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate. Because the Company’s operating leases generally do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for collateralized borrowings with a similar term, an amount equal to the lease payments and in a similar economic environment where the leased asset is located. The collateralized borrowings were based on the Company’s estimated credit rating corroborated with market credit metrics like debt level and interest coverage. The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) lease incentives under the lease. Options to renew or terminate the lease are recognized as part of the Company’s ROU assets and lease liabilities when it is reasonably certain the options will be exercised. ROU assets are also assessed for impairments consistent with the Company’s long-lived asset policy. The Company does not allocate consideration between lease and non-lease components, such as maintenance costs, as the Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets. Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments for real estate taxes, insurance, maintenance and utilities, which are generally based on the Company’s pro rata share of the total property, are not included in the measurement of the ROU assets or lease liabilities and are expensed as incurred. |
Revenue Recognition | Revenue Recognition The Company generates revenue by assisting home sellers and buyers in listing, marketing, selling and finding homes. The Company holds the real estate brokerage license that is necessary under relevant state laws and regulations to provide brokerage services and therefore controls those services that are necessary to legally transfer real estate between home sellers and buyers. Although the Company’s agents are independent contractors, they cannot execute a real estate transaction without a brokerage license, which the Company possesses. The Company has the only contractual relationship for the sale or exchange of real estate with their clients. Accordingly, the Company is the principal in its transactions with home buyers and sellers. As principal, the Company recognizes revenue in the gross amount of consideration to which the Company expects to receive in exchange for those services. The Company concluded that its brokerage revenue contains a single performance obligation that is satisfied upon the closing of a real estate services transaction, at which point the entire transaction price is earned. Revenue is recognized upon the closing of a real estate transaction (i.e. purchase or sale of a home) since the Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. The Company operates exclusively in the United States and generates substantially all of its revenue from commissions from home sellers and buyers. In addition to commission revenue, the Company generates revenue through integrated services related to the home transaction such as title and escrow services which comprised an immaterial amount of the consolidated revenue for the years ended December 31, 2023, 2022 and 2021. Management evaluated and determined that no disaggregation of revenue is necessary or appropriate. |
Commissions and Other Related Expense | Commissions and Other Related Expense Commissions and other related expense primarily consist of commissions paid to the Company’s agents, who are independent contractors to the Company, upon the closing of a real estate transaction (i.e., purchase or sale of a home), as well as stock-based compensation expense related to the Company’s Agent Equity Program (see Note 2 — “Summary of Significant Accounting Policies — Stock-Based Compensation”) and fees paid to external brokerages for client referrals, which are recognized and paid upon the closing of a real estate transaction. |
Sales and Marketing | Sales and Marketing Sales and marketing expense consists primarily of marketing and advertising expenses, compensation and other personnel-related costs for employees supporting sales, marketing, expansion and related functions, occupancy-related costs for the Company’s regional offices, agent acquisition incentives and costs related to administering the Compass Concierge Program, including associated bad debt expenses. Advertising expense primarily includes the cost of marketing activities such as print advertising, online advertising and promotional items, which are expensed as incurred. Advertising costs were $96.6 million, $147.1 million and $118.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. Compensation costs includes salaries, taxes, benefits, bonuses and stock-based compensation. |
Operations and Support | Operations and Support |
Research and Development | Research and Development |
General and Administrative | General and Administrative |
Restructuring | Restructuring Costs and liabilities associated with management-approved restructuring activities are recognized when they are incurred. Restructuring charges primarily consist of costs associated with a workforce reduction and operating lease right-of-use asset impairments. One-time employee termination costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and related liabilities are recorded within Accrued expenses and other liabilities on the consolidated balance sheets. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information. |
Depreciation and Amortization | Depreciation and Amortization Depreciation and amortization expense primarily consists of depreciation and amortization of the Company’s property and equipment, capitalized software and acquired intangible assets. |
Interest Expense | Interest Expense |
Income Taxes | Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to settle. The effect on deferred tax assets and liabilities resulting from a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred tax assets and liabilities are classified as non-current in accordance with Accounting Standard Update (“ASU”) 2015-17. Valuation allowances are established against deferred tax assets if it is more likely than not that they will not be realized. The Company recognizes tax benefits from uncertain tax positions only if the Company believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company continuously reviews issues raised in connection with ongoing examinations and open tax years to evaluate the adequacy of its tax liabilities. The Company’s policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on its financial condition and operating results. The provision for income taxes includes the effects of any reserves that management identifies. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants on the measurement date. The accounting standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity, requiring the Company to develop its own assumptions. The carrying amount of the Company’s financial instruments including Cash and cash equivalents, Accounts receivable, Compass Concierge receivables, Accounts payable and Commissions payable approximate their respective fair values because of their short maturities. As of December 31, 2023 and 2022, the carrying amount of the Company’s debt facilities approximates fair value as the stated interest rate approximates market rates currently available to the Company. |
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, except for the RSUs associated with the 2020 Agent Equity Program which vested immediately on the date of issuance. The liquidity event-based vesting condition is satisfied on the occurrence of a qualifying event, generally defined as a change in control or the effective date of the registration statement for the Company’s IPO. The fair value of these RSUs was measured based on the fair value of the Company’s common stock on the grant date and was recognized as expense when both the required service-based vesting condition and the liquidity event-based vesting condition were achieved using the accelerated attribution method. The liquidity event-based vesting requirement was met on March 31, 2021, the effective date of the Company’s registration statement, see Note 1—“Business—Initial Public Offering.” 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements 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 ASU also requires the disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The 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. |
New Accounting Pronouncements | New Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . An update was also issued expanding the scope of this guidance. The guidance provides optional expedients and exceptions for applying GAAP to 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, |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary Of Activity Of The Allowance For Credit Losses For Accounts Receivable | The following table summarizes the activity of the ACL for Accounts receivable (in millions): December 31, 2023 2022 Opening balance $ 9.0 $ 7.1 Allowances 3.6 5.5 Net write-offs and other (4.0) (3.6) Closing balance $ 8.6 $ 9.0 |
Schedule Of Useful Lives Of Property and Equipment | The useful lives of property and equipment are as follows: Description Useful Life Leasehold improvements Lesser of estimated useful life or remaining lease term Office furniture and equipment Five years Computer software and internally-developed software Three years Computer equipment Three years |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Fair Value of Components of Purchase Consideration | The following table summarizes the aggregate fair value of the components of the purchase consideration, as of the respective dates of each of the business combinations and asset acquisitions (in millions): Cash paid at closing $ 148.6 Class A common stock issued 5.8 Cash to be paid after closing 21.8 Contingent consideration 5.6 Non-controlling interest 3.8 $ 185.6 |
Summary of Preliminary Allocation of Purchase Price | The following table summarizes the allocations of the purchase price for the business combinations and asset acquisitions (in millions): Cash and cash equivalents $ 11.2 Other current assets 4.1 Property and equipment 2.5 Goodwill (1) 68.5 Operating lease right-of-use assets 12.8 Intangible assets (2) Acquired Technology 5.5 Customer relationships 90.7 Trademarks 11.3 Total assets $ 206.6 Total liabilities $ (21.0) Net assets $ 185.6 (1) Approximately $59.0 million of the goodwill is deductible for tax purposes. These amounts are not expected to have an impact on the income tax provision while the Company maintains a full valuation allowance on its domestic deferred tax assets. (2) The identified intangible assets have a useful life of 2-9 years. |
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): Year Ended December 31, 2023 2022 2021 Opening balance $ 14.0 $ 24.4 $ 39.8 Acquisitions 14.0 3.6 5.6 Fair value losses (gains) included in net loss 2.6 (2.2) (4.7) Payments (9.7) (11.8) (16.3) Closing balance $ 20.9 $ 14.0 $ 24.4 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Balances of Contingent Consideration | The following tables present the balances of contingent consideration as presented in the consolidated balance sheets (in millions): December 31, 2023 2022 Accrued expenses and other current liabilities $ 4.5 $ 10.0 Other non-current liabilities 16.4 4.0 Total contingent consideration $ 20.9 $ 14.0 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in millions): December 31, 2023 2022 Leasehold improvements $ 186.7 $ 192.3 Office furniture and equipment 36.9 37.1 Computer software and internally-developed software 42.7 37.9 Computer equipment 26.7 32.3 292.9 299.6 Less: accumulated depreciation (141.3) (107.1) Property and equipment, net $ 151.7 $ 192.5 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary Of Changes In The Carrying Amount Of Goodwill | The following table summarizes the changes in the carrying amount of goodwill (in millions): Amount Balance at December 31, 2021 $ 188.3 Acquisitions 8.8 Measurement period adjustments 1.3 Balance at December 31, 2022 198.4 Acquisitions 11.4 Balance at December 31, 2023 $ 209.8 |
Summary of Carrying Amounts and Accumulated Amortization of Intangible Assets | The following table summarizes the carrying amounts and accumulated amortization of intangible assets (in millions, except weighted-average remaining useful life): December 31, 2023 Useful Life Gross Carrying Accumulated Net Value Weighted Finite-lived intangible assets: Customer relationships 2-9 years $ 160.1 $ (92.0) $ 68.1 2.9 Acquired technology 5 years 5.5 (2.9) 2.6 2.3 Trademarks 2-9 years 12.5 (5.9) 6.6 4.2 Indefinite-lived intangible assets: Domain name 0.3 — 0.3 n/a Total $ 178.4 $ (100.8) $ 77.6 December 31, 2022 Useful Life Gross Carrying Accumulated Net Value Weighted Finite-lived intangible assets: Customer relationships 2-9 years $ 155.2 $ (68.6) $ 86.6 3.4 Acquired technology 5 years 5.5 (1.8) 3.7 3.3 Trademarks 2-9 years 13.0 (4.3) 8.7 4.9 Indefinite-lived intangible assets: Domain name 0.3 — 0.3 n/a Total $ 174.0 $ (74.7) $ 99.3 |
Summary of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense for finite-lived intangible assets as of December 31, 2023 is as follows (in millions): 2024 $ 31.2 2025 24.9 2026 12.4 2027 6.0 2028 2.0 Thereafter 0.8 Total $ 77.3 |
Other Current Assets and Accr_2
Other Current Assets and Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Current Assets | Other current assets consisted of the following (in millions): December 31, 2023 2022 Prepaid agent incentives $ 22.2 $ 48.4 Other 32.3 28.1 Other current assets $ 54.5 $ 76.5 |
Summary of Accrued Expenses And Other Liabilities | Accrued expenses and other current liabilities consisted of the following (in millions): December 31, 2023 2022 Agent equity program $ — $ 41.7 Accrued compensation 43.3 50.4 Other 47.5 72.8 Accrued expenses and other current liabilities $ 90.8 $ 164.9 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Operating Leases | The components of lease costs for operating leases for the years ended December 31, 2023, 2022 and 2021 was as follows (in millions): Year Ended December 31, 2023 2022 2021 Operating lease costs $ 109.8 $ 113.7 $ 102.3 Short-term lease costs 3.5 7.3 7.2 Sublease income (5.1) (3.7) (3.2) Variable lease costs 37.6 35.4 29.0 Total $ 145.8 $ 152.7 $ 135.3 Supplemental cash flow information related to leases was as follows (in millions): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows used in operating leases $ 126.9 $ 118.8 $ 106.3 Supplemental disclosure of non-cash leasing activities: ROU assets obtained in exchange for new operating lease liabilities $ 25.3 $ 94.7 $ 137.1 |
Summary of Weighted-average Remaining Lease Term and Discount Rate | The following table represents the weighted-average remaining lease term and discount rate for the Company’s operating leases: December 31, 2023 2022 Weighted average remaining lease term (years) 5.9 6.5 Weighted average discount rate 4.9 % 4.6 % |
Summary of Operating Lease Liability Maturity | Future undiscounted lease payments for the Company’s operating lease liabilities are as follows as of December 31, 2023 (in millions): 2024 $ 121.2 2025 106.7 2026 93.3 2027 78.6 2028 69.4 Thereafter 120.0 Total future lease payments 589.2 Less: imputed interest (80.1) Present value of lease liabilities $ 509.1 |
Preferred Stock and Common St_2
Preferred Stock and Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Convertible Preferred Stock | The Company’s convertible preferred stock authorized, issued and outstanding, the aggregate liquidation preferences, including dividends that would be due if and when declared by the board of directors were as follows as of December 31, 2020 (in millions, except share and per share amounts): December 31, 2020 Series of Convertible Year Issued Shares Shares Issuance Price/ Aggregate Carrying Value Series A 2013 54,811,930 54,811,930 $ 1.0000 $ 54.8 $ 54.7 Series B 2014-2015 18,133,240 18,133,240 2.0766 37.7 37.5 Series C 2015-2016 13,580,260 13,580,260 4.0500 55.0 54.8 Series D 2016-2017 25,303,070 15,920,450 4.2632 67.9 67.6 Series E 2017-2018 78,543,890 78,543,890 6.7478 530.0 529.0 Series F 2018 33,686,160 33,686,160 11.8570 399.4 398.8 Series G 2019-2020 22,371,620 22,371,620 15.4269 345.1 344.3 246,430,170 237,047,550 $ 1,489.9 $ 1,486.7 |
Summary of Stock by Class | The followings tables reflect the authorized, issued and outstanding shares for each of the common share classes as of December 31, 2023 and 2022: December 31, 2023 Shares Shares Shares Class A common stock 12,500,000,000 465,633,122 465,633,122 Class B common stock 1,250,000,000 — — Class C common stock 100,000,000 19,260,144 19,260,144 Total 13,850,000,000 484,893,266 484,893,266 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) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of share-based payment Award, Stock Options, valuation assumptions | For the years ended December 31, 2022 and 2021, the table below demonstrates the inputs used for options granted. Year Ended December 31, 2022 2021 Expected term (in years) 6.2 6.3 Risk-free interest rate 3.0 % 0.9 % Expected volatility 50.5 % 49.3 % Dividend rate — % — % Fair value of common stock (range for the period) $2.33 - $8.25 $8.80 - $18.00 Weighted average grant date fair value of options granted $ 2.31 $ 8.68 |
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 Shares Weighted Weighted Aggregate Intrinsic Value (1) Balance as of December 31, 2022 46,694,237 $ 5.44 5.9 $ 8.5 Granted 257,286 3.62 Exercised (2,963,701) 1.52 Forfeited (3,459,974) 6.74 Balance as of December 31, 2023 40,527,848 $ 5.60 5.1 $ 20.2 Exercisable and vested at December 31, 2023 35,844,208 $ 5.20 4.8 $ 20.1 (1) |
Summary of Restricted Stock Units Activity | A summary of RSU activity under the 2012 Plan and the 2021 Plan is presented below: Number of Shares Weighted Balance as of December 31, 2022 47,189,837 $ 7.10 Granted 44,460,038 3.38 Vested and converted to common stock (1) (35,940,672) 4.81 Forfeited (2) (25,765,385) 6.13 Balance as of December 31, 2023 29,943,818 $ 5.15 (1) During the year ended December 31, 2023, the Company net settled all RSUs through which it issued an aggregate of 35.9 million shares of Class A common stock and withheld an aggregate of 7.6 million shares of Class A common st ock to satisfy $23.5 million of tax withholding obligations on behalf of the Company’s employees. (2) Included in forfeited shares are 17.2 million performance based RSUs previously held by the Company’s Chief Executive Officer that were cancelled in connection with changes made to the CEO's compensation package in December 2023. The cancellation of these awards was accounted for as a modification and is not expected to have a material impact on the Company's statements of operations. |
Summary of Share-based Payment Arrangement, Expensed and Capitalized, Amount | Total stock-based compensation expense included in the consolidated statement of operations is as follows (in millions): Year Ended December 31, 2023 2022 2021 Commissions and other related expense $ 11.6 $ 59.0 $ 128.7 Sales and marketing 35.0 42.0 38.4 Operations and support 16.1 15.6 16.9 Research and development 45.7 57.5 92.7 General and administrative 49.8 60.4 109.6 Total stock-based compensation expense $ 158.2 $ 234.5 $ 386.3 based compensation expense for the year ended December 31, 2021 includes the following amounts related to a one-time acceleration of stock-based compensation expense in connection with the IPO (in millions): IPO Related Commissions and other related expense $ 41.7 Sales and marketing 1.8 Operations and support 3.1 Research and development 46.9 General and administrative 55.0 Total stock-based compensation expense $ 148.5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | The Company’s loss before income taxes consisted of (in millions): Year Ended December 31, 2023 2022 2021 United States $ (314.1) $ (610.4) $ (496.5) International (7.6) 8.0 (0.1) Total $ (321.7) $ (602.4) $ (496.6) |
Schedule of Components of Income Tax Benefit (Provision) | The components of the Company’s income tax benefit (provision) consisted of (in millions): Year Ended December 31, 2023 2022 2021 Current: Federal $ — $ — $ — State (0.3) — — Foreign (0.1) (3.1) (1.2) Total current (0.4) (3.1) (1.2) Deferred: Federal 0.8 0.9 2.1 State — 0.3 0.4 Foreign — 2.8 1.2 Total deferred 0.8 4.0 3.7 Total benefit from income taxes $ 0.4 $ 0.9 $ 2.5 |
Schedule of Effective Income Tax Rate Differed From the Statutory Federal Income Tax Rate | The effective income tax rate differed from the statutory federal income tax rate as follows: Year Ended December 31, 2023 2022 2021 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal effect 5.2 % 7.0 % 8.8 % Change in valuation allowance (23.7) % (25.0) % (34.2) % Stock-based compensation (3.6) % (2.4) % 7.9 % Non-deductible executive compensation (0.6) % (0.6) % (2.8) % Non-deductible expenses (0.4) % (0.4) % 0.1 % Worthless stock deduction 3.2 % — % — % Other (1.0) % 0.6 % (0.3) % Benefit from income taxes 0.1 % 0.2 % 0.5 % |
Schedule of Components of Net Deferred Taxes Arising from Temporary Differences | The components of net deferred taxes arising from temporary differences were as follows (in millions): December 31, 2023 2022 Deferred tax assets: Nondeductible accruals $ 14.4 $ 15.0 Stock-based compensation 44.3 55.0 Lease liabilities 143.9 161.2 Net operating loss carryforward 462.1 395.6 Allowance for credit losses 10.7 9.2 Accrued compensation 27.6 35.4 Capitalized research & development costs 84.5 83.6 Intangible assets 12.1 6.7 Other 5.9 5.4 Total deferred tax assets $ 805.5 $ 767.1 Deferred tax liabilities: Operating lease right-of-use assets $ (110.8) $ (132.2) Property and equipment (26.6) (37.5) Total deferred tax liabilities (137.4) (169.7) Less: valuation allowance (664.9) (594.2) Net deferred tax assets $ 3.2 $ 3.2 |
Compass Concierge Receivables_2
Compass Concierge Receivables and Allowance for Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Summary of ACL for Concierge Receivables | The following table summarizes the activity of the ACL for Concierge Receivables as of December 31, 2023 and 2022 (in millions): December 31, 2023 2022 Opening balance $ 14.7 $ 17.3 Allowances 0.8 1.8 Net write-offs and other (2.3) (4.4) Closing balance $ 13.2 $ 14.7 |
Summary of Aging Analysis of Concierge Receivables | The following table presents the aging analysis of Concierge Receivables as of December 31, 2023 and 2022 (in millions): December 31, 2023 2022 Current $ 28.4 $ 50.6 31-90 days 0.9 1.8 Over 90 days 7.9 5.2 Total $ 37.2 $ 57.6 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Compass, Inc. (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2023 2022 2021 Numerator: Net loss attributable to Compass, Inc. $ (321.3) $ (601.5) $ (494.1) Denominator: Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic and diluted 466,522,935 428,169,180 326,336,128 Net loss per share attributable to Compass, Inc., basic and diluted $ (0.69) $ (1.40) $ (1.51) |
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): Year Ended December 31, 2023 2022 2021 Outstanding stock options 40,527,848 46,694,237 54,525,539 Outstanding RSUs 29,943,818 47,189,837 54,517,930 Shares subject to the Employee Stock Purchase Plan 589,729 583,749 — Unvested early exercised options 11,230 91,770 1,068,300 Unvested common stock — 138,892 391,092 Contingent common stock to be issued in connection with the Strategic Transaction 1,664,551 — — Total 72,737,176 94,698,485 110,502,861 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2023 and 2022 (in millions): Year Ended December 31, 2023 2022 Severance related personnel costs $ 8.9 $ 40.6 Lease termination costs 21.5 7.7 Accelerated amortization of intangible assets — 4.6 Accelerated depreciation 5.3 2.5 Other restructuring activities — 0.8 Total expense $ 35.7 $ 56.2 The total costs incurred in connection with the Company's restructuring activities during the years ended December 31, 2023 and 2022 were included in the consolidated statements of operations as follows (in millions): Year Ended December 31, 2023 2022 Restructuring costs $ 30.4 $ 49.1 Depreciation and amortization 5.3 7.1 Total expense $ 35.7 $ 56.2 |
Estimated timing of future lease-related payments | 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 December 31, 2023 (in millions): Payment Due by Period 2024 $ 17.9 2025 9.4 2026 5.2 Thereafter 0.5 Total $ 33.0 |
Business - Additional Informati
Business - Additional Information (Detail) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2021 USD ($) shares | Mar. 31, 2021 | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Apr. 01, 2021 $ / shares shares | Mar. 19, 2021 $ / shares | Mar. 18, 2021 $ / shares | Dec. 31, 2020 USD ($) | |
Date of incorporation | Oct. 04, 2012 | ||||||||
Stock split ratio common stock | 10 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.0001 | |||||
Sale of stock net proceeds received on the transaction | $ 0 | $ 0 | $ 439.6 | ||||||
Additional Paid-in Capital | |||||||||
Convertible preferred stock reclassified | $ 1,400 | ||||||||
Common Stock | |||||||||
Common stock issued after conversion of convertible preferred stock (in shares) | shares | 223 | ||||||||
IPO | |||||||||
Issuance of common stock in connection with the initial public offering, net of issuance costs (in shares) | shares | 26.3 | ||||||||
Sale of stock, price (in dollars per share) | $ / shares | $ 18 | ||||||||
Sale of stock net proceeds received on the transaction | $ 438.7 | ||||||||
Payments of stock issuance costs | $ 11 | ||||||||
Net offering costs paid in 2020 | $ 0.9 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 12 Months Ended | ||||
Nov. 30, 2020 | Dec. 31, 2023 USD ($) segment reportingUnit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | |
Accounting Policies [Line Items] | |||||
Voting rights, percentage | 50% | ||||
Cash and cash equivalents | $ 166.9 | $ 361.9 | |||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Impairment losses for long lived assets | $ 0 | ||||
Number of reporting units | reportingUnit | 1 | ||||
Impairments goodwill | $ 0 | ||||
Advertising costs | 96.6 | $ 147.1 | $ 118.1 | ||
Revolving credit facility | |||||
Accounting Policies [Line Items] | |||||
Line of credit facility, available borrowing capacity | $ 306.2 | ||||
Restricted Stock Units | |||||
Accounting Policies [Line Items] | |||||
Share based compensation by share based payment arrangement service based vesting period (in years) | 4 years | ||||
Restricted Stock Units | Maximum | |||||
Accounting Policies [Line Items] | |||||
Share based compensation by share based payment arrangement service based vesting period (in years) | 5 years | ||||
Restricted Stock Units | Minimum | |||||
Accounting Policies [Line Items] | |||||
Share based compensation by share based payment arrangement service based vesting period (in years) | 1 year |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Activity of the Allowance For Credit Losses For Accounts Receivable (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Opening balance | $ 9 | $ 7.1 |
Allowances | 3.6 | 5.5 |
Net write-offs and other | (4) | (3.6) |
Closing balance | $ 8.6 | $ 9 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment (Detail) | Dec. 31, 2023 |
Office furniture and equipment | |
Property Plant And Equipment Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer software and internally-developed software | |
Property Plant And Equipment Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer equipment | |
Property Plant And Equipment Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) business | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) brokerage company Acquisitions | Mar. 31, 2024 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | |||||
Contingent consideration liability | $ 20,900,000 | $ 14,000,000 | $ 24,400,000 | $ 39,800,000 | |
Goodwill | 209,800,000 | 198,400,000 | 188,300,000 | ||
Payment to acquire business net of cash acquired | (700,000) | 15,000,000 | $ 137,400,000 | ||
Number of small real estate brokerages | brokerage | 3 | ||||
Number of small title insurance and escrow settlement service companies | company | 3 | ||||
Contingent liabilities undiscounted estimated payment | 31,800,000 | ||||
Future consideration to be paid to the acquirees | 2,900,000 | ||||
Compensation expenses, future services | $ 600,000 | $ 13,400,000 | $ 28,600,000 | ||
Minimum | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 2 years | 2 years | |||
Maximum | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 9 years | 9 years | |||
2023 Real Estate Brokerage | |||||
Business Acquisition [Line Items] | |||||
Ownership interest acquired (in percent) | 100% | ||||
Number of businesses acquired | business | 2 | ||||
Class A common stock issued | $ 6,800,000 | ||||
Cash paid at closing | 1,100,000 | ||||
Recognized identifiable assets and liabilities assumed, other assets | 4,700,000 | ||||
Recognized identifiable assets and liabilities assumed, other liabilities | 6,100,000 | ||||
Goodwill | 11,400,000 | ||||
Goodwill, deductible amount | 600,000 | ||||
2023 Real Estate Brokerage | Cash Consideration To Be Paid At A Later Date | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration liability | 1,000,000 | ||||
2023 Real Estate Brokerage | Class A Common Stock And Cash, Earnings -Based Targets | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration liability | 14,000,000 | ||||
2023 Real Estate Brokerage | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Recognized identifiable assets and liabilities assumed, intangible assets, other than goodwill | $ 10,800,000 | ||||
Useful life (in years) | 5 years | ||||
2023 Real Estate Brokerage | Forecast | |||||
Business Acquisition [Line Items] | |||||
Goodwill, deductible amount | $ 8,700,000 | ||||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | |||||
Business Acquisition [Line Items] | |||||
Ownership interest acquired (in percent) | 100% | ||||
Recognized identifiable assets and liabilities assumed, other assets | $ 1,000,000 | ||||
Recognized identifiable assets and liabilities assumed, other liabilities | 2,500,000 | ||||
Goodwill | 8,800,000 | ||||
Goodwill, deductible amount | 0 | ||||
Payment to acquire business net of cash acquired | 12,100,000 | ||||
Additional cash payable | $ 3,600,000 | ||||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | Forecast | |||||
Business Acquisition [Line Items] | |||||
Goodwill, deductible amount | $ 2,600,000 | ||||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | Minimum | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 3 years | ||||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | Maximum | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 5 years | ||||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Recognized identifiable assets and liabilities assumed, intangible assets, other than goodwill | $ 8,100,000 | ||||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Recognized identifiable assets and liabilities assumed, intangible assets, other than goodwill | 1,100,000 | ||||
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage | Class A common stock | |||||
Business Acquisition [Line Items] | |||||
Class A common stock issued | $ 800,000 | ||||
KVS Title LLC | |||||
Business Acquisition [Line Items] | |||||
Ownership interest acquired (in percent) | 100% | ||||
2021 Real Estate Brokerages | |||||
Business Acquisition [Line Items] | |||||
Payment to acquire business net of cash acquired | $ 13,200,000 | ||||
Additional cash payable | $ 3,400,000 | ||||
Number of asset acquisitions | Acquisitions | 2 | ||||
2021 Real Estate Brokerages | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Recognized identifiable assets and liabilities assumed, intangible assets, other than goodwill | $ 23,900,000 | ||||
2021 Real Estate Brokerages | Class A common stock | |||||
Business Acquisition [Line Items] | |||||
Class A common stock issued | $ 5,800,000 |
Business Combinations and Ass_4
Business Combinations and Asset Acquisitions - Summary of Fair Value of Components of Purchase Consideration (Detail) - 2021 Business Acquisitions $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |
Cash paid at closing | $ 148.6 |
Class A common stock issued | 5.8 |
Cash to be paid after closing | 21.8 |
Contingent consideration | 5.6 |
Non-controlling interest | 3.8 |
Consideration transferred | $ 185.6 |
Business Combinations and Ass_5
Business Combinations and Asset Acquisitions - Summary of Preliminary Allocation of Purchase Price (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 188.3 | $ 209.8 | $ 198.4 |
2021 Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 11.2 | ||
Other current assets | 4.1 | ||
Property and equipment | 2.5 | ||
Goodwill | 68.5 | ||
Operating lease right-of-use assets | 12.8 | ||
Total assets | 206.6 | ||
Total liabilities | (21) | ||
Net assets | 185.6 | ||
Goodwill, deductible amount | $ 59 | ||
Minimum | 2021 Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Identified intangible assets, useful life (in years) | 2 years | ||
Maximum | 2021 Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Identified intangible assets, useful life (in years) | 9 years | ||
Acquired Technology | 2021 Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 5.5 | ||
Customer relationships | 2021 Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Intangible assets | 90.7 | ||
Trademarks | 2021 Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 11.3 |
Business Combinations and Ass_6
Business Combinations and Asset Acquisitions - Summary of Changes in Contingent Consideration Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Changes In Contingent Consideration Measured At Fair Value On A Recurring Basis [Roll Forward] | |||
Opening balance | $ 14 | $ 24.4 | $ 39.8 |
Acquisitions | 14 | 3.6 | 5.6 |
Fair value losses (gains) included in net loss | 2.6 | (2.2) | (4.7) |
Payments | (9.7) | (11.8) | (16.3) |
Closing balance | $ 20.9 | $ 14 | $ 24.4 |
Joint Venture - Additional Info
Joint Venture - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Contributed capital | $ 1,200,000 | $ 15,000,000 | $ 5,000,000 | |
Equity in loss of unconsolidated entity | (3,300,000) | (12,200,000) | (1,300,000) | |
Origin Point Member | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment | 4,400,000 | |||
Equity in loss of unconsolidated entity | (3,300,000) | (12,200,000) | $ (1,300,000) | |
Proceeds from equity method investment, distribution | $ 0 | $ 0 | ||
OriginPoint LLC Joint Venture | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Consolidated entity investment ownership (in percent) | 49.90% | |||
Contributed capital | $ 5,000,000 | |||
OriginPoint LLC Joint Venture | Guaranteed Rate | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Contributed capital | $ 5,000,000 | |||
Ownership percentage of the other partner (in percent) | 50.10% |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration fair value disclosure | $ 20.9 | $ 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 | $ 166.9 | $ 361.9 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Balances of Contingent Consideration (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||||
Accrued expenses and other current liabilities | $ 4.5 | $ 10 | ||
Other non-current liabilities | 16.4 | 4 | ||
Total contingent consideration | $ 20.9 | $ 14 | $ 24.4 | $ 39.8 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property Plant and Equipment (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 292.9 | $ 299.6 |
Less: accumulated depreciation | (141.3) | (107.1) |
Property and equipment, net | 151.7 | 192.5 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 186.7 | 192.3 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 36.9 | 37.1 |
Computer software and internally-developed software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 42.7 | 37.9 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 26.7 | $ 32.3 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 57.1 | $ 48.2 | $ 38.5 |
Computer software and internally-developed software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 12.3 | 9.4 | $ 6 |
Capitalized computer software | $ 5.7 | $ 17 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Goodwill (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 198.4 | $ 188.3 |
Acquisitions | 11.4 | 8.8 |
Measurement period adjustments | 1.3 | |
Goodwill, ending balance | $ 209.8 | $ 198.4 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Summary of Carrying Amounts and Accumulated Amortization of Intangible Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | $ (100.8) | $ (74.7) |
Total | 77.3 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 178.4 | 174 |
Accumulated Amortization | (100.8) | (74.7) |
Intangible assets, net | 77.6 | 99.3 |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 160.1 | 155.2 |
Accumulated Amortization | (92) | (68.6) |
Total | $ 68.1 | $ 86.6 |
Weighted Average Remaining Useful Life (Years) | 2 years 10 months 24 days | 3 years 4 months 24 days |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (92) | $ (68.6) |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 5 years | 5 years |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 5.5 | $ 5.5 |
Accumulated Amortization | (2.9) | (1.8) |
Total | $ 2.6 | $ 3.7 |
Weighted Average Remaining Useful Life (Years) | 2 years 3 months 18 days | 3 years 3 months 18 days |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (2.9) | $ (1.8) |
Trademarks | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 12.5 | 13 |
Accumulated Amortization | (5.9) | (4.3) |
Total | $ 6.6 | $ 8.7 |
Weighted Average Remaining Useful Life (Years) | 4 years 2 months 12 days | 4 years 10 months 24 days |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (5.9) | $ (4.3) |
Minimum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 2 years | 2 years |
Minimum | Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 2 years | 2 years |
Maximum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 9 years | 9 years |
Maximum | Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 9 years | 9 years |
Domain name | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 0.3 | $ 0.3 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 32.9 | $ 38.1 | $ 25.9 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Summary of Finite Lived Intangible Assets Future Amortization Expense (Detail) $ in Millions | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2024 | $ 31.2 |
2025 | 24.9 |
2026 | 12.4 |
2027 | 6 |
2028 | 2 |
Thereafter | 0.8 |
Total | $ 77.3 |
Other Current Assets and Accr_3
Other Current Assets and Accrued Expenses and Other Current Liabilities - Summary of Other Current Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid agent incentives | $ 22.2 | $ 48.4 |
Other | 32.3 | 28.1 |
Other current assets | $ 54.5 | $ 76.5 |
Other Current Assets and Accr_4
Other Current Assets and Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Agent equity program | $ 0 | $ 41.7 |
Accrued compensation | 43.3 | 50.4 |
Other | 47.5 | 72.8 |
Accrued expenses and other current liabilities | $ 90.8 | $ 164.9 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||||
Aug. 04, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2021 | Jul. 31, 2020 | |
Debt [Line Items] | |||||
Letters of credit | $ 44.4 | $ 48 | |||
Concierge credit facility | |||||
Debt [Line Items] | |||||
Maximum borrowing capacity | $ 75 | ||||
Debt instrument interest rate (in percent) | 8.93% | ||||
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 | Minimum | Four Fiscal Quarters of 2023 | |||||
Debt [Line Items] | |||||
Required consolidated revenue threshold | 3,799 | ||||
Revolving credit facility | Minimum | Four Fiscal Quarters Thereafter | |||||
Debt [Line Items] | |||||
Required consolidated revenue threshold | $ 4,668 | ||||
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 | 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 | Secured Overnight Financing Rate (SOFR) Term Rate | |||||
Debt [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1% | ||||
Revolving credit facility | Debt Default Interest Rate | |||||
Debt [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2% | ||||
Letter of Credit | |||||
Debt [Line Items] | |||||
Letters of credit | $ 43.8 |
Leases - Summary of Operating L
Leases - Summary of Operating Leases (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease costs | $ 109.8 | $ 113.7 | $ 102.3 |
Short-term lease costs | 3.5 | 7.3 | 7.2 |
Sublease income | (5.1) | (3.7) | (3.2) |
Variable lease costs | 37.6 | 35.4 | 29 |
Total | $ 145.8 | $ 152.7 | $ 135.3 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost | $ 145.8 | $ 152.7 | $ 135.3 |
Future undiscounted lease payments under leases | 10 | ||
Sales and marketing | |||
Lease cost | 138.5 | 141.5 | 124.3 |
General and administrative | |||
Lease cost | $ 7.3 | $ 11.2 | $ 11 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related To leases (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of operating lease liabilities: | |||
Operating cash flows used in operating leases | $ 126.9 | $ 118.8 | $ 106.3 |
Supplemental disclosure of non-cash leasing activities: | |||
ROU assets obtained in exchange for new operating lease liabilities | $ 25.3 | $ 94.7 | $ 137.1 |
Leases - Summary of Weighted-av
Leases - Summary of Weighted-average Remaining Lease Term and Discount Rate (Detail) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term (years) | 5 years 10 months 24 days | 6 years 6 months |
Weighted average discount rate | 4.90% | 4.60% |
Leases - Summary of Operating_2
Leases - Summary of Operating Lease Liability Maturity (Detail) $ in Millions | Dec. 31, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
2024 | $ 121.2 |
2025 | 106.7 |
2026 | 93.3 |
2027 | 78.6 |
2028 | 69.4 |
Thereafter | 120 |
Total future lease payments | 589.2 |
Less: imputed interest | (80.1) |
Present value of lease liabilities | $ 509.1 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Dec. 31, 2023 USD ($) lawsuit | Nov. 02, 2023 brokerage | Dec. 31, 2022 USD ($) |
Loss contingency, number of lawsuits | lawsuit | 10 | ||
Loss contingency, number of brokerages invovled | brokerage | 7 | ||
Letters of credit | $ 44.4 | $ 48 | |
Escrow and trust deposits | 120 | 136.7 | |
Revolving credit facility | |||
Letters of credit | 43.8 | 33 | |
Cash and Cash Equivalents | |||
Letters of credit | $ 0.6 | $ 15 |
Preferred Stock and Common St_3
Preferred Stock and Common Stock - Additional Information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2021 shares | Feb. 28, 2021 | Aug. 31, 2023 USD ($) shares | Apr. 30, 2021 USD ($) $ / shares shares | Mar. 31, 2021 shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Mar. 19, 2021 $ / shares | Mar. 18, 2021 $ / shares | |
Class of Stock [Line Items] | ||||||||||||
Convertible preferred stock, authorized (in shares) | 246,430,170 | |||||||||||
Convertible preferred stock, outstanding (in shares) | 237,047,550 | |||||||||||
Common stock, authorized (in shares) | 13,850,000,000 | 13,850,000,000 | 13,850,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.0001 | |||||||
Strategic transaction, consideration received | $ | $ 32.3 | |||||||||||
Strategic transaction, consideration received | 9,000,000 | |||||||||||
Strategic transaction, contingent consideration, range of outcomes, high | $ | $ 5.5 | |||||||||||
Strategic transaction, contingent consideration liability | $ | $ 2.9 | |||||||||||
Class B common stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, authorized (in shares) | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | |||||||||
Voting rights, number of votes for each share | vote | 0 | 0 | ||||||||||
Common stock conversion ratio | 1 | 1 | ||||||||||
Class B common stock | Restated Certificate Of Incorporation | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, authorized (in shares) | 1,250,000,000 | |||||||||||
Class A common stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock issued after conversion of convertible preferred stock (in shares) | 223,000,000 | |||||||||||
Common stock, authorized (in shares) | 12,500,000,000 | 12,500,000,000 | 12,500,000,000 | |||||||||
Treasury stock, shares (in shares) | 2,300,000 | |||||||||||
Voting rights, number of votes for each share | vote | 1 | 1 | ||||||||||
Common stock conversion ratio | 1 | 1 | ||||||||||
Class A common stock | Restated Certificate Of Incorporation | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, authorized (in shares) | 12,500,000,000 | |||||||||||
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 | |||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | |||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||
Convertible Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible preferred stock, outstanding (in shares) | 0 | 0 | 0 | |||||||||
Convertible Preferred Stock | Additional Paid-in Capital | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Reclassifications of convertible preferred stock | $ | $ 1,400 | |||||||||||
Series G | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible preferred stock, authorized (in shares) | 22,371,620 | |||||||||||
Issuance of Series G convertible preferred stock, net of issuance costs (in shares) | 100,000 | |||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ | $ 1 | |||||||||||
Convertible preferred stock, outstanding (in shares) | 22,371,620 | |||||||||||
Series D | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible preferred stock, authorized (in shares) | 25,303,070 | |||||||||||
Shares of stock converted (in shares) | 15,900,000 | 9,400,000 | ||||||||||
Conversion of stock, amount issued | $ | $ 0 | $ 0 | $ 67.6 | $ 40 | ||||||||
Convertible preferred stock, outstanding (in shares) | 15,920,450 | |||||||||||
Class C common stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued upon conversion of stock (in shares) | 15,200,000 | |||||||||||
Voting rights | Each share of Class C common stock is entitled to twenty votes | |||||||||||
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||
Voting rights, number of votes for each share | vote | 20 | 20 | ||||||||||
Class C common stock | Restated Certificate Of Incorporation | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, authorized (in shares) | 100,000,000 |
Preferred Stock and Common St_4
Preferred Stock and Common Stock - Summary of Preferred Stock (Detail) $ / shares in Units, $ in Millions | Dec. 31, 2020 USD ($) $ / shares shares |
Class of Stock [Line Items] | |
Shares Authorized | 246,430,170 |
Shares Issued | 237,047,550 |
Shares Outstanding | 237,047,550 |
Aggregate Liquidation Value | $ | $ 1,489.9 |
Carrying Value (Net of Issuance Costs) | $ | $ 1,486.7 |
Series A | |
Class of Stock [Line Items] | |
Shares Authorized | 54,811,930 |
Shares Issued | 54,811,930 |
Shares Outstanding | 54,811,930 |
Issuance Price/ Liquidation Price (Per Share) | $ / shares | $ 1 |
Aggregate Liquidation Value | $ | $ 54.8 |
Carrying Value (Net of Issuance Costs) | $ | $ 54.7 |
Series B | |
Class of Stock [Line Items] | |
Shares Authorized | 18,133,240 |
Shares Issued | 18,133,240 |
Shares Outstanding | 18,133,240 |
Issuance Price/ Liquidation Price (Per Share) | $ / shares | $ 2.0766 |
Aggregate Liquidation Value | $ | $ 37.7 |
Carrying Value (Net of Issuance Costs) | $ | $ 37.5 |
Series C | |
Class of Stock [Line Items] | |
Shares Authorized | 13,580,260 |
Shares Issued | 13,580,260 |
Shares Outstanding | 13,580,260 |
Issuance Price/ Liquidation Price (Per Share) | $ / shares | $ 4.0500 |
Aggregate Liquidation Value | $ | $ 55 |
Carrying Value (Net of Issuance Costs) | $ | $ 54.8 |
Series D | |
Class of Stock [Line Items] | |
Shares Authorized | 25,303,070 |
Shares Issued | 15,920,450 |
Shares Outstanding | 15,920,450 |
Issuance Price/ Liquidation Price (Per Share) | $ / shares | $ 4.2632 |
Aggregate Liquidation Value | $ | $ 67.9 |
Carrying Value (Net of Issuance Costs) | $ | $ 67.6 |
Series E | |
Class of Stock [Line Items] | |
Shares Authorized | 78,543,890 |
Shares Issued | 78,543,890 |
Shares Outstanding | 78,543,890 |
Issuance Price/ Liquidation Price (Per Share) | $ / shares | $ 6.7478 |
Aggregate Liquidation Value | $ | $ 530 |
Carrying Value (Net of Issuance Costs) | $ | $ 529 |
Series F | |
Class of Stock [Line Items] | |
Shares Authorized | 33,686,160 |
Shares Issued | 33,686,160 |
Shares Outstanding | 33,686,160 |
Issuance Price/ Liquidation Price (Per Share) | $ / shares | $ 11.8570 |
Aggregate Liquidation Value | $ | $ 399.4 |
Carrying Value (Net of Issuance Costs) | $ | $ 398.8 |
Series G | |
Class of Stock [Line Items] | |
Shares Authorized | 22,371,620 |
Shares Issued | 22,371,620 |
Shares Outstanding | 22,371,620 |
Issuance Price/ Liquidation Price (Per Share) | $ / shares | $ 15.4269 |
Aggregate Liquidation Value | $ | $ 345.1 |
Carrying Value (Net of Issuance Costs) | $ | $ 344.3 |
Preferred Stock and Common St_5
Preferred Stock and Common Stock - Schedule of Stock by Class (Detail) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Shares Authorized | 13,850,000,000 | 13,850,000,000 |
Shares Issued | 484,893,266 | 438,098,194 |
Shares Outstanding | 484,893,266 | 438,098,194 |
Class A common stock | ||
Class of Stock [Line Items] | ||
Shares Authorized | 12,500,000,000 | 12,500,000,000 |
Shares Issued | 465,633,122 | 419,842,991 |
Shares Outstanding | 465,633,122 | 419,842,991 |
Class B common stock | ||
Class of Stock [Line Items] | ||
Shares Authorized | 1,250,000,000 | 1,250,000,000 |
Shares Issued | 0 | 0 |
Shares Outstanding | 0 | 0 |
Class C common stock | ||
Class of Stock [Line Items] | ||
Shares Authorized | 100,000,000 | 100,000,000 |
Shares Issued | 19,260,144 | 18,255,203 |
Shares Outstanding | 19,260,144 | 18,255,203 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||||
Mar. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Jan. 31, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Total stock-based compensation expense | $ 158,200,000 | $ 234,500,000 | $ 386,300,000 | ||||||||||
Intrinsic value of options | 6,200,000 | 20,300,000 | 124,100,000 | ||||||||||
Agent equity program | $ 0 | 41,700,000 | $ 0 | $ 41,700,000 | |||||||||
2012 Stock Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares available for grant (in shares) | 48,600,000 | 48,600,000 | |||||||||||
2012 Stock Incentive Plan | Subsequent Event | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of additional shares available for grant (in shares) | 24,200,000 | ||||||||||||
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 | 29,700,000 | |||||||||||
2021 Agent Equity Program | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Total 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] | |||||||||||||
Total stock-based compensation expense | $ 11,600,000 | 41,700,000 | $ 53,300,000 | ||||||||||
Outstanding stock options | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Total stock-based compensation expense | $ 25,600,000 | 35,200,000 | 46,500,000 | ||||||||||
Share based compensation by share based payment arrangement service based vesting period (in years) | 4 years | ||||||||||||
Unrecognized compensation cost | $ 31,400,000 | 31,400,000 | |||||||||||
Unrecognized compensation costs, period of recognition (in years) | 1 year 9 months 18 days | ||||||||||||
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] | |||||||||||||
Share based compensation by share based payment arrangement service based vesting period (in years) | 4 years | ||||||||||||
Granted (in shares) | 44,460,038 | ||||||||||||
Restricted Stock Units | Class A common stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued in period (in shares) | 35,900,000 | ||||||||||||
Restricted Stock Units | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share based compensation by share based payment arrangement service based vesting period (in years) | 5 years | ||||||||||||
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] | |||||||||||||
Agent equity program | $ 100,000,000 | ||||||||||||
Restricted Stock Units | 2021 Agent Equity Program | Class A common stock | |||||||||||||
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] | |||||||||||||
Granted (in shares) | 14,100,000 | ||||||||||||
Agent equity program | 53,300,000 | 53,300,000 | |||||||||||
Shares subject to the Employee Stock Purchase Plan | 2021 Equity Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Increase in the shares authorized for issuance as a percentage of shares outstanding (in percent) | 5% | ||||||||||||
Shares subject to the Employee Stock Purchase Plan | 2021 Employee Stock Purchase Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Increase in the shares authorized for issuance as a percentage of shares outstanding (in percent) | 1% | ||||||||||||
Number of ESPP shares authorized (in shares) | 7,400,000 | 7,400,000 | |||||||||||
Purchase period | 6 months | ||||||||||||
Purchase price of common stock, percent of market price (in percent) | 85% | ||||||||||||
Total stock-based compensation expense | $ 1,300,000 | 2,100,000 | |||||||||||
Employee withholdings for future purchases under the ESPP | $ 1,000,000 | $ 1,300,000 | $ 1,000,000 | $ 1,300,000 | |||||||||
Shares subject to the Employee Stock Purchase Plan | 2021 Employee Stock Purchase Plan | Subsequent Event | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of additional shares available for grant (in shares) | 4,700,000 | ||||||||||||
Shares subject to the Employee Stock Purchase Plan | 2021 Employee Stock Purchase Plan | Class A common stock | |||||||||||||
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 | |||||||||||
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 (in shares) | 150,000,000 | 150,000,000 | |||||||||||
Unvested Restricted Stock units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Unrecognized compensation costs, period of recognition (in years) | 2 years | ||||||||||||
Amount not yet recognized | $ 147,700,000 | $ 147,700,000 | |||||||||||
IPO Based Restricted Stock Units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Total stock-based compensation expense | $ 148,500,000 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Detail) - Outstanding stock options - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 2 months 12 days | 6 years 3 months 18 days |
Risk-free interest rate | 3% | 0.90% |
Expected volatility | 50.50% | 49.30% |
Dividend rate | 0% | 0% |
Weighted average grant date fair value of options granted | $ 2.31 | $ 8.68 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common stock (range for the period) | 8.25 | 18 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common stock (range for the period) | 2.33 | 8.80 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2019 | |
Number of Shares | |||
Balance, beginning of period (in shares) | 46,694,237 | ||
Options granted (in shares) | 257,286 | ||
Options exercised (in shares) | (2,963,701) | ||
Options forfeited (in shares) | (3,459,974) | ||
Balance, end of period (in shares) | 40,527,848 | 46,694,237 | |
Exercisable and vested at end of period (in shares) | 35,844,208 | ||
Weighted Average Exercise Price | |||
Balance, beginning of period (in dollars per share) | $ 5.44 | ||
Options granted (in dollars per share) | 3.62 | ||
Options exercised (in dollars per share) | 1.52 | ||
Options forfeited (in dollars per share) | 6.74 | ||
Balance, end of period (in dollars per share) | 5.60 | $ 5.44 | |
Exercisable and vested at end of period (in dollars per shares) | $ 5.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Balance, weighted-average remaining contractual life (in years) | 5 years 1 month 6 days | 5 years 10 months 24 days | |
Exercisable at end of period, weighted-average remaining contractual life (in years) | 4 years 9 months 18 days | ||
Balance, aggregate intrinsic value | $ 20.2 | $ 8.5 | |
Exercisable and vested at end of period, aggregate intrinsic value | $ 20.1 | ||
Closing stock price (in dollars per share) | $ 3.76 | $ 2.33 | |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Grant Date Fair Value | |||
Taxes paid related to net share settlement of equity | $ 23.5 | $ 23.5 | $ 62.4 |
Restricted Stock Units | |||
Number of Shares | |||
Balance as of the beginning of the period (in shares) | 47,189,837 | ||
Granted (in shares) | 44,460,038 | ||
Vested and converted to common stock (in shares) | (35,940,672) | ||
Forfeited (in shares) | (25,765,385) | ||
Balance as of the end of period (in shares) | 29,943,818 | 47,189,837 | |
Weighted Average Grant Date Fair Value | |||
Balance as of the beginning of the period (in dollars per share) | $ 5.15 | $ 7.10 | |
Granted (in dollars per share) | 3.38 | ||
Vested (in dollars per share) | 4.81 | ||
Forfeited (in dollars per share) | 6.13 | ||
Balance as of the end of period (in dollars per share) | $ 5.15 | $ 7.10 | |
Taxes paid related to net share settlement of equity | $ 23.5 | ||
Nonvested stock options (in shares) | 29,943,818 | 47,189,837 | |
Restricted Stock Units | Service-based and Performance-based | |||
Number of Shares | |||
Balance as of the end of period (in shares) | 17,200,000 | ||
Weighted Average Grant Date Fair Value | |||
Nonvested stock options (in shares) | 17,200,000 | ||
Restricted Stock Units | Class A common stock | |||
Weighted Average Grant Date Fair Value | |||
Shares issued in period (in shares) | 35,900,000 | ||
Shares withheld for tax withholding obligation (in shares) | 7,600,000 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 158.2 | $ 234.5 | $ 386.3 |
IPO Related Expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 148.5 | ||
Commissions and other related expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 11.6 | 59 | 128.7 |
Commissions and other related expense | IPO Related Expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 41.7 | ||
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 35 | 42 | 38.4 |
Sales and marketing | IPO Related Expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 1.8 | ||
Operations and support | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 16.1 | 15.6 | 16.9 |
Operations and support | IPO Related Expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 3.1 | ||
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 45.7 | 57.5 | 92.7 |
Research and development | IPO Related Expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 46.9 | ||
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 49.8 | 60.4 | $ 109.6 |
General and administrative | IPO Related Expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 55 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (314.1) | $ (610.4) | $ (496.5) |
International | (7.6) | 8 | (0.1) |
Total | $ (321.7) | $ (602.4) | $ (496.6) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||
Income (Loss) from continuing operations before income taxes, noncontrolling interest | $ (321,700,000) | $ (602,400,000) | $ (496,600,000) |
Equity in loss of unconsolidated entity | 3,300,000 | 12,200,000 | 1,300,000 |
Net income attributable to non-controlling interests | 1,200,000 | 0 | 0 |
Valuation allowance | 664,900,000 | 594,200,000 | |
Increase in valuation allowance | $ 70,700,000 | ||
Operating loss carryforwards limited utilization, percentage of taxable income | 80% | ||
Ordinary worthless stock deduction | $ 27,000,000 | ||
Uncertain tax positions | 0 | 0 | 0 |
Interest and penalties recognized | 0 | 0 | $ 0 |
Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 1,600,000,000 | 1,400,000,000 | |
Domestic Tax Authority | Two Thousand And Thirty Two | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 152,000,000 | ||
Domestic Tax Authority | Unlimited Carryforward | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 1,500,000,000 | ||
State and Local Jurisdiction | Two Thousand and Twenty Six | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 1,900,000,000 | $ 1,600,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Benefit (Provision) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal tax benefit (expense) | $ 0 | $ 0 | $ 0 |
State benefit (expense) | (0.3) | 0 | 0 |
Foreign tax benefit (expense) | (0.1) | (3.1) | (1.2) |
Total current benefit (expense) | (0.4) | (3.1) | (1.2) |
Deferred: | |||
Federal tax benefit (expense) | 0.8 | 0.9 | 2.1 |
State benefit (expense) | 0 | 0.3 | 0.4 |
Foreign tax benefit (expense) | 0 | 2.8 | 1.2 |
Total deferred benefit (expense) | 0.8 | 4 | 3.7 |
Total benefit from income taxes | $ 0.4 | $ 0.9 | $ 2.5 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Differed From the Statutory Federal Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Tax at federal statutory rate | 21% | 21% | 21% |
State taxes, net of federal effect | 5.20% | 7% | 8.80% |
Change in valuation allowance | (23.70%) | (25.00%) | (34.20%) |
Stock-based compensation | (3.60%) | (2.40%) | 7.90% |
Non-deductible executive compensation | (0.60%) | (0.60%) | (2.80%) |
Non-deductible expenses | (0.40%) | (0.40%) | 0.10% |
Worthless stock deduction | 0.032 | 0 | 0 |
Other | (1.00%) | 0.60% | (0.30%) |
Benefit from income taxes | 0.10% | 0.20% | 0.50% |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Net Deferred Taxes Arising from Temporary Differences (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Nondeductible accruals | $ 14.4 | $ 15 |
Stock-based compensation | 44.3 | 55 |
Lease liabilities | 143.9 | 161.2 |
Net operating loss carryforward | 462.1 | 395.6 |
Allowance for credit losses | 10.7 | 9.2 |
Accrued compensation | 27.6 | 35.4 |
Capitalized research & development costs | 84.5 | 83.6 |
Intangible assets | 12.1 | 6.7 |
Other | 5.9 | 5.4 |
Total deferred tax assets | 805.5 | 767.1 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (110.8) | (132.2) |
Property and equipment | (26.6) | (37.5) |
Total deferred tax liabilities | (137.4) | (169.7) |
Less: valuation allowance | (664.9) | (594.2) |
Net deferred tax assets | $ 3.2 | $ 3.2 |
Compass Concierge Receivables_3
Compass Concierge Receivables and Allowance for Credit Losses - Additional Information (Detail) | Dec. 31, 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 Activity of The ACL For concierge receivables (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning of period | $ 14.7 | $ 17.3 |
Allowances | 0.8 | 1.8 |
Net write-offs and other | (2.3) | (4.4) |
End of period | $ 13.2 | $ 14.7 |
Compass Concierge Receivables_5
Compass Concierge Receivables and Allowance for Credit Losses - Schedule of Aging Analysis of Concierge Receivables (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Financing Receivable, Past Due [Line Items] | ||
Concierge receivables | $ 37.2 | $ 57.6 |
Current | ||
Financing Receivable, Past Due [Line Items] | ||
Concierge receivables | 28.4 | 50.6 |
31-90 days | ||
Financing Receivable, Past Due [Line Items] | ||
Concierge receivables | 0.9 | 1.8 |
Over 90 days | ||
Financing Receivable, Past Due [Line Items] | ||
Concierge receivables | $ 7.9 | $ 5.2 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Compass, Inc. - Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net loss attributable to Compass, Inc. | $ (321.3) | $ (601.5) | $ (494.1) |
Denominator: | |||
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic (in shares) | 466,522,935 | 428,169,180 | 326,336,128 |
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., diluted (in shares) | 466,522,935 | 428,169,180 | 326,336,128 |
Net loss per share attributable to Compass, Inc., basic (in dollars per share) | $ (0.69) | $ (1.40) | $ (1.51) |
Net loss per share attributable to Compass, Inc., diluted (in dollars per share) | $ (0.69) | $ (1.40) | $ (1.51) |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 72,737,176 | 94,698,485 | 110,502,861 |
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) | 40,527,848 | 46,694,237 | 54,525,539 |
Outstanding RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 29,943,818 | 47,189,837 | 54,517,930 |
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) | 589,729 | 583,749 | 0 |
Unvested early exercised options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,230 | 91,770 | 1,068,300 |
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 | 138,892 | 391,092 |
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) | 1,664,551 | 0 | 0 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, incurred cost | $ 35.7 | $ 56.2 |
Restructuring costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, incurred cost | 30.4 | 49.1 |
Depreciation and amortization | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, incurred cost | $ 5.3 | $ 7.1 |
Restructuring Activities - Summ
Restructuring Activities - Summary Of Restructuring Costs Incurred (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, incurred cost | $ 35.7 | $ 56.2 |
Severance related personnel costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, incurred cost | 8.9 | 40.6 |
Lease termination costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, incurred cost | 21.5 | 7.7 |
Accelerated amortization of intangible assets | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, incurred cost | 0 | 4.6 |
Accelerated depreciation | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, incurred cost | 5.3 | 2.5 |
Other restructuring activities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, incurred cost | $ 0 | $ 0.8 |
Restructuring Activities - Tota
Restructuring Activities - Total Costs Incurred in Connection to Restructuring Activities Included in Statements of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, incurred cost | $ 35.7 | $ 56.2 |
Restructuring costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, incurred cost | $ 30.4 | $ 49.1 |
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring costs | Restructuring costs |
Depreciation and amortization | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, incurred cost | $ 5.3 | $ 7.1 |
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Depreciation, Depletion and Amortization, Nonproduction | Depreciation, Depletion and Amortization, Nonproduction |
Restructuring Activities - Rema
Restructuring Activities - Remaining Liability For Lease Termination Costs (Details) - Lease termination costs $ in Millions | Dec. 31, 2023 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
2024 | $ 17.9 |
2025 | 9.4 |
2026 | 5.2 |
Thereafter | 0.5 |
Total | $ 33 |
Schedule II. Valuation and Qu_2
Schedule II. Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Allowance for credit losses | $ 13.2 | $ 14.7 | $ 17.3 |
Accounts receivable allowance for credit loss | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 9 | 7.1 | 8.1 |
Charged to Costs and Expenses | 3.6 | 5.5 | 1.7 |
Write- offs | (4) | (3.6) | (2.7) |
Other | 0 | 0 | 0 |
Balance at End of Year | 8.6 | 9 | 7.1 |
Compass Concierge receivable allowance for credit loss | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 14.7 | 17.3 | 17.2 |
Charged to Costs and Expenses | 0.8 | 1.8 | 7.2 |
Write- offs | (2.3) | (4.4) | (7.1) |
Other | 0 | 0 | 0 |
Balance at End of Year | 13.2 | 14.7 | 17.3 |
Valuation allowance for deferred tax assets | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 594.2 | 448.4 | 287.5 |
Charged to Costs and Expenses | 0 | 0 | 0 |
Write- offs | 0 | 0 | 0 |
Other | 70.7 | 145.8 | 160.9 |
Balance at End of Year | $ 664.9 | $ 594.2 | $ 448.4 |