abilities to use net operating losses and other tax attributes; changes in, and our reliance on, accounting standards, assumptions, estimates and business data; the dependability of our platform and software; our ability to maintain our company culture; our ability to obtain or maintain adequate insurance coverage; processing, storage, and use of personal information and other data, and compliance with privacy laws and regulations; natural disasters and catastrophic events; the effect of the claims, lawsuits, government investigations and other proceedings; changes in federal or state laws that would require our agents to be classified as employees; our ability to protect our intellectual property rights and our reliance on the intellectual property rights of third parties; the impact of having a multi-class structure of common stock; and other risks set forth in our annual report on Form 10-K and our subsequent quarterly reports on Form 10-Q. Significant variation from the assumptions underlying our forward-looking statements could cause our actual results to vary, and the impact could be significant. Accordingly, actual results could differ materially from those predicted or implied or such uncertainties could cause adverse effects on our results. Reported results should not be considered as an indication of future performance.
More information about factors that could adversely affect our business, financial condition and results of operations, or that could cause actual results to differ from those expressed or implied in our forward-looking statements is included under the captions “Risk Factors,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent annual report on Form 10-K and our subsequent quarterly reports on Form 10-Q, copies of which are available on the Investor Relations page of our website at https://investors.compass.com/ and on the SEC website at www.sec.gov. All information herein speaks as of the date hereof and all forward-looking statements contained herein are based on information available to us as of the date hereof, and we do not assume any obligation to update these statements as a result of new information or future events. Undue reliance should not be placed on the forward-looking statements in this press release.
Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared in accordance with GAAP, we present Adjusted EBITDA, non-GAAP OPEX, and free cash flow, which are non-GAAP financial measures, in this press release. We use Adjusted EBITDA, non-GAAP OPEX and free cash flow in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance. We believe Adjusted EBITDA, non-GAAP OPEX and free cash flow are also helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. Adjusted EBITDA, non-GAAP OPEX and free cash flow have limitations as analytical tools. Therefore, you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, you should consider Adjusted EBITDA, non-GAAP OPEX and free cash flow alongside other financial performance measures, including net loss attributable to Compass, Inc., GAAP OPEX, operating cash flows and our other GAAP measures. In evaluating Adjusted EBITDA, non-GAAP OPEX and free cash flow, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments reflected in this press release. Our presentation of Adjusted EBITDA, non-GAAP OPEX and free cash flow should not be construed to imply that our future results will be unaffected by the types of items excluded from these calculations of Adjusted EBITDA, non-GAAP OPEX and free cash flow. Adjusted EBITDA, non-GAAP OPEX and free cash flow are not presented in accordance with GAAP and the use of these terms vary from others in our industry. Reconciliations of these non-GAAP measures have been provided in the financial statement tables included within this press release, and investors are encouraged to review these reconciliations.
About Compass
Compass is the largest residential real estate brokerage in the United States by sales volume. Founded in 2012 and based in New York City, Compass provides an end-to-end platform that empowers its residential real estate agents to deliver exceptional service to seller and buyer clients. The platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service, brokerage services and other critical functionality, all custom-built for the real estate industry. Compass agents utilize the platform to grow their business, save time and manage their business more effectively. For more information on how Compass empowers real estate agents, one of the largest groups of small business owners in the country, please visit www.compass.com.
Investor Contact
Soham Bhonsle
soham.bhonsle@compass.com
Media Contact
Rory Golod
rory@compass.com
Compass, Inc.
Condensed Consolidated Balance Sheets
(In millions, unaudited)
September 30, 2024
December 31, 2023
Assets
Current assets
Cash and cash equivalents
$
211.2
$
166.9
Accounts receivable, net of allowance
45.8
36.6
Compass Concierge receivables, net of allowance
34.8
24.0
Other current assets
38.7
54.5
Total current assets
330.5
282.0
Property and equipment, net
132.4
151.7
Operating lease right-of-use assets
392.4
408.5
Intangible assets, net
82.7
77.6
Goodwill
234.1
209.8
Other non-current assets
27.7
30.7
Total assets
$
1,199.8
$
1,160.3
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable
$
14.3
$
18.4
Commissions payable
85.4
59.6
Accrued expenses and other current liabilities
132.4
90.8
Current lease liabilities
98.7
98.9
Concierge credit facility
27.5
24.8
Total current liabilities
358.3
292.5
Non-current lease liabilities
382.3
410.2
Other non-current liabilities
28.1
25.6
Total liabilities
768.7
728.3
Stockholders’ equity
Common stock
—
—
Additional paid-in capital
3,059.7
2,946.5
Accumulated deficit
(2,631.7)
(2,517.8)
Total Compass, Inc. stockholders' equity
428.0
428.7
Non-controlling interest
3.1
3.3
Total stockholders' equity
431.1
432.0
Total liabilities and stockholders' equity
$
1,199.8
$
1,160.3
Compass, Inc.
Condensed Consolidated Statements of Operations
(In millions, except share and per share data, unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Revenue
$
1,494.0
$
1,337.4
$
4,248.7
$
3,788.6
Operating expenses:
Commissions and other related expense (1)
1,227.7
1,096.2
3,495.3
3,111.1
Sales and marketing (1)
88.2
103.9
276.5
332.5
Operations and support (1)
84.4
83.2
246.5
247.3
Research and development (1)
47.5
45.8
141.9
140.1
General and administrative (1)
27.4
24.2
132.5
93.3
Restructuring costs
1.7
1.7
7.5
27.7
Depreciation and amortization
20.5
21.3
62.7
68.5
Total operating expenses
1,497.4
1,376.3
4,362.9
4,020.5
Loss from operations
(3.4)
(38.9)
(114.2)
(231.9)
Investment income, net
2.2
1.5
4.7
6.9
Interest expense
(1.5)
(1.9)
(4.6)
(9.2)
Loss before income taxes and equity in income (loss) of unconsolidated entity
(2.7)
(39.3)
(114.1)
(234.2)
Income tax benefit
0.3
0.5
0.7
0.5
Equity in income (loss) of unconsolidated entity
0.5
(0.4)
(0.7)
(2.6)
Net loss
(1.9)
(39.2)
(114.1)
(236.3)
Net loss (income) attributable to non-controlling interests
0.2
(0.2)
0.2
(1.3)
Net loss attributable to Compass, Inc.
$
(1.7)
$
(39.4)
$
(113.9)
$
(237.6)
Net loss per share attributable to Compass, Inc., basic and diluted
$
(0.00)
$
(0.08)
$
(0.23)
$
(0.52)
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic and diluted
505,993,014
470,945,736
498,247,783
460,730,792
(1) Total stock-based compensation expense included in the condensed consolidated statements of operations is as follows (in millions):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Commissions and other related expense
$
—
$
—
$
—
$
11.6
Sales and marketing
7.8
8.8
24.0
26.4
Operations and support
4.2
4.5
12.3
11.6
Research and development
14.6
11.4
44.7
34.4
General and administrative
5.9
13.3
15.3
37.9
Total stock-based compensation expense
$
32.5
$
38.0
$
96.3
$
121.9
Compass, Inc.
Condensed Consolidated Statements of Cash Flows
(In millions, unaudited)
Nine Months Ended September 30,
2024
2023
Operating Activities
Net loss
$
(114.1)
$
(236.3)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
62.7
68.5
Stock-based compensation
96.3
121.9
Equity in loss of unconsolidated entity
0.7
2.6
Change in acquisition related contingent consideration
1.3
1.1
Bad debt expense
(0.1)
4.6
Amortization of debt issuance costs
0.5
0.6
Changes in operating assets and liabilities:
Accounts receivable
(6.9)
(8.3)
Compass Concierge receivables
(11.1)
7.9
Other current assets
16.0
13.6
Other non-current assets
4.6
11.5
Operating lease right-of-use assets and operating lease liabilities
(13.1)
7.6
Accounts payable
(5.6)
(5.8)
Commissions payable
25.0
29.0
Accrued expenses and other liabilities
34.8
(5.7)
Net cash provided by operating activities
91.0
12.8
Investing Activities
Investment in unconsolidated entity
(2.0)
—
Capital expenditures
(11.9)
(8.9)
Payments for acquisitions, net of cash acquired
(18.9)
0.7
Net cash used in investing activities
(32.8)
(8.2)
Financing Activities
Proceeds from exercise of stock options
5.9
4.2
Proceeds from issuance of common stock under Employee Stock Purchase Plan
2.2
2.5
Taxes paid related to net share settlement of equity awards
(21.8)
(17.9)
Proceeds from drawdowns on Concierge credit facility
38.0
44.7
Repayments of drawdowns on Concierge credit facility
(35.3)
(48.7)
Proceeds from drawdowns on Revolving credit facility
—
75.0
Repayments of drawdowns on Revolving credit facility
—
(225.0)
Proceeds from issuance of common stock in connection with the Strategic Transaction
—
32.3
Payments related to acquisitions, including contingent consideration
(2.9)
(12.1)
Other
—
(1.5)
Net cash used in financing activities
(13.9)
(146.5)
Net increase (decrease) in cash and cash equivalents
44.3
(141.9)
Cash and cash equivalents at beginning of period
166.9
361.9
Cash and cash equivalents at end of period
$
211.2
$
220.0
Compass, Inc.
Reconciliation of Net Loss Attributable to Compass, Inc. to Adjusted EBITDA
(In millions, unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Net loss attributable to Compass, Inc.
$
(1.7)
$
(39.4)
$
(113.9)
$
(237.6)
Adjusted to exclude the following:
Depreciation and amortization
20.5
21.3
62.7
68.5
Investment income, net
(2.2)
(1.5)
(4.7)
(6.9)
Interest expense
1.5
1.9
4.6
9.2
Stock-based compensation
32.5
38.0
96.3
121.9
Income tax benefit
(0.3)
(0.5)
(0.7)
(0.5)
Restructuring costs
1.7
1.7
7.5
27.7
Acquisition-related expenses(1)
—
0.3
—
2.5
Litigation charge(2)
—
—
57.5
—
Adjusted EBITDA
$
52.0
$
21.8
$
109.3
$
(15.2)
(1) For the three and nine months ended September 30, 2023, acquisition-related expenses includes $0.1 million and $2.1 million in expenses, respectively, related to acquisition consideration treated as compensation expense over the underlying retention periods. Acquisition-related expenses also includes $0.2 million and $0.4 million in losses for the three and nine months ended September 30, 2023 related to changes in the fair value of contingent consideration.
(2) Represents a charge of $57.5 million incurred during the three months ended March 31, 2024 in connection with the Antitrust Lawsuits. 50% of the settlement was paid during the three months ended June 30, 2024, and the remaining 50% within one year of the court’s preliminary approval.
Compass, Inc.
Reconciliation of Operating Cash Flows to Free Cash Flow
(In millions, unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Net cash provided by operating activities
$
37.4
$
15.0
$
91.0
$
12.8
Less:
Capital expenditures
(4.6)
(2.8)
(11.9)
(8.9)
Free cash flow
$
32.8
$
12.2
$
79.1
$
3.9
Compass, Inc.
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
(In millions, unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
GAAP Commissions and other related expense
$
1,227.7
$
1,096.2
$
3,495.3
$
3,111.1
Adjusted to exclude the following:
Stock-based compensation
—
—
—
(11.6)
Non-GAAP Commissions and other related expense
$
1,227.7
$
1,096.2
$
3,495.3
$
3,099.5
GAAP Sales and marketing
$
88.2
$
103.9
$
276.5
$
332.5
Adjusted to exclude the following:
Stock-based compensation
(7.8)
(8.8)
(24.0)
(26.4)
Non-GAAP Sales and marketing
$
80.4
$
95.1
$
252.5
$
306.1
GAAP Operations and support
$
84.4
$
83.2
$
246.5
$
247.3
Adjusted to exclude the following:
Stock-based compensation
(4.2)
(4.5)
(12.3)
(11.6)
Acquisition-related expenses
—
(0.3)
—
(2.5)
Non-GAAP Operations and support
$
80.2
$
78.4
$
234.2
$
233.2
GAAP Research and development
$
47.5
$
45.8
$
141.9
$
140.1
Adjusted to exclude the following:
Stock-based compensation
(14.6)
(11.4)
(44.7)
(34.4)
Non-GAAP Research and development
$
32.9
$
34.4
$
97.2
$
105.7
GAAP General and administrative
$
27.4
$
24.2
$
132.5
$
93.3
Adjusted to exclude the following:
Stock-based compensation
(5.9)
(13.3)
(15.3)
(37.9)
Litigation charge
—
—
(57.5)
—
Non-GAAP General and administrative
$
21.5
$
10.9
$
59.7
$
55.4
Compass, Inc.
Non-GAAP Operating Expenses Excluding Commissions and Other Related Expense
(In millions, unaudited)
Three Months Ended
March 31, 2023
June 30, 2023
September 30, 2023
December 31, 2023
March 31, 2024
June 30, 2024
September 30, 2024
Sales and marketing
$
106.7
$
104.3
$
95.1
$
94.3
$
85.5
$
86.6
$
80.4
Operations and support
75.0
79.8
78.4
75.7
75.3
78.7
80.2
Research and development
38.5
32.8
34.4
33.1
32.1
32.2
32.9
General and administrative
23.1
21.4
10.9
20.5
18.3
19.9
21.5
Total non-GAAP operating expenses excluding commissions and other related expense