COMPASS, INC., 10-K filed on 3/1/2023
Annual Report
v3.22.4
Cover Page - USD ($)
 12 Months Ended
Dec. 31, 2022
Feb. 22, 2023
Jun. 30, 2022
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2022    
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 90 Fifth Avenue, 3rd Floor    
Entity Address, City or Town New York    
Entity Address, State or Province NY    
Entity Address, Postal Zip Code 10011    
City Area Code 212    
Local Phone Number 913-9058    
Title of 12(g) Security Class A Common Stock, $0.00001 par value per share    
Trading Symbol COMP    
Security Exchange Name NYSE    
Entity 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    
Entity Shell Company false    
Entity Public Float     $ 972,326,956
Entity Common Stock, Shares Outstanding   455,674,556  
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 2023 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 2022    
v3.22.4
Audit Information
 12 Months Ended
Dec. 31, 2022
Audit Information [Abstract]  
Auditor Firm ID 238
Auditor Name PricewaterhouseCoopers LLP
Auditor Location New York
v3.22.4
Consolidated Balance Sheets - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Current Assets    
Cash and cash equivalents $ 361.9 $ 618.3
Accounts receivable, net of allowance of $9.0 and $7.1, respectively 36.6 48.5
Compass Concierge receivables, net of allowance of $14.7 and $17.3, respectively 42.9 32.9
Other current assets 76.5 94.9
Total current assets 517.9 794.6
Property and equipment, net 192.5 157.4
Operating lease right-of-use assets 483.2 484.7
Intangible assets, net 99.3 127.2
Goodwill 198.4 188.3
Other non-current assets 41.8 48.4
Total assets 1,533.1 1,800.6
Current liabilities    
Accounts payable 28.1 34.6
Commissions payable 48.0 63.9
Accrued expenses and other current liabilities 164.9 240.9
Current lease liabilities 94.6 81.5
Total current liabilities 517.5 437.1
Non-current lease liabilities 486.5 483.0
Other non-current liabilities 8.4 32.9
Total liabilities 1,012.4 953.0
Commitments and contingencies (Note 11)
Common stock, outstanding (in shares) 438,098,194 409,267,751
Stockholders’ equity    
Common stock, $0.00001 par value, 13,850,000,000 shares authorized at December 31, 2022 and 2021; 438,098,194 and 409,267,751 shares issued and outstanding at December 31, 2022 and 2021, respectively $ 0.0 $ 0.0
Additional paid-in capital 2,713.6 2,438.8
Accumulated deficit (2,196.5) (1,595.0)
Total Compass, Inc. stockholders’ equity 517.1 843.8
Non-controlling interest 3.6 3.8
Total stockholders’ equity 520.7 847.6
Total liabilities and stockholders’ equity $ 1,533.1 $ 1,800.6
Common stock, authorized (in shares) 13,850,000,000 13,850,000,000
Concierge credit facility    
Current liabilities    
Credit facility $ 31.9 $ 16.2
Revolving credit facility    
Current liabilities    
Credit facility $ 150.0 $ 0.0
v3.22.4
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Statement of Financial Position [Abstract]    
Allowance for credit loss on accounts receivable, current $ 9.0 $ 7.1
Allowance for credit loss on financing receivable, current $ 14.7 $ 17.3
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) 438,098,194 409,267,751
Common stock, outstanding (in shares) 438,098,194 409,267,751
v3.22.4
Consolidated Statements of Operations - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Statement [Abstract]      
Revenue $ 6,018.0 $ 6,421.0 $ 3,720.8
Operating expenses:      
Commissions and other related expense 4,936.1 5,310.5 3,056.9
Sales and marketing 575.1 510.4 402.1
Operations and support 392.4 374.9 222.2
Research and development 360.3 365.3 145.6
General and administrative 208.1 288.5 105.8
Restructuring costs 49.1 0.0 10.3
Depreciation and amortization 86.3 64.4 51.2
Total operating expenses 6,607.4 6,914.0 3,994.1
Loss from operations (589.4) (493.0) (273.3)
Investment income, net 2.8 0.1 2.0
Interest expense (3.6) (2.4) (0.6)
Loss before income taxes and equity in loss of unconsolidated entity (590.2) (495.3) (271.9)
Benefit from income taxes 0.9 2.5 1.7
Equity in loss of unconsolidated entity (12.2) (1.3) 0.0
Net loss (601.5) (494.1) (270.2)
Net (income) loss attributable to non-controlling interests 0.0 0.0 0.0
Net loss attributable to Compass, Inc. $ (601.5) $ (494.1) $ (270.2)
Net loss per share attributable to Compass, Inc., basic (in dollars per share) $ (1.40) $ (1.51) $ (2.46)
Net loss per share attributable to Compass, Inc., diluted (in dollars per share) $ (1.40) $ (1.51) $ (2.46)
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic (in shares) 428,169,180 326,336,128 109,954,760
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., diluted (in shares) 428,169,180 326,336,128 109,954,760
v3.22.4
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statement of Comprehensive Income [Abstract]      
Net loss $ (601.5) $ (494.1) $ (270.2)
Other comprehensive loss:      
Unrealized loss on investments 0.0 0.0 (0.1)
Comprehensive loss $ (601.5) $ (494.1) $ (270.3)
v3.22.4
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($)
$ in Millions
Total
Cumulative Effect, Period of Adoption, Adjustment
2021 Agent Equity Program
Common Stock
Common Stock
2021 Agent Equity Program
Additional Paid-in Capital
Additional Paid-in Capital
2021 Agent Equity Program
Accumulated Other Comprehensive (Loss) Income
Accumulated Deficit
Accumulated Deficit
Cumulative Effect, Period of Adoption, Adjustment
Total Compass, Inc. Stockholders’ Equity (Deficit)
Total Compass, Inc. Stockholders’ Equity (Deficit)
Cumulative Effect, Period of Adoption, Adjustment
Total Compass, Inc. Stockholders’ Equity (Deficit)
2021 Agent Equity Program
Non-controlling Interest
Convertible Preferred Stock
Convertible Preferred Stock
Convertible Preferred Stock
Series G
Series G
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, 2019                               246,365,350              
Beginning balance at Dec. 31, 2019                               $ 1,525.7              
Increase (Decrease) in Temporary Equity [Roll Forward]                                              
Issuance of Series G convertible preferred stock, net of issuance costs (in shares)                                 100,000 64,820          
Issuance of Series G convertible preferred stock, net of issuance costs                                 $ 1.0 $ 1.0          
Conversion of Series D convertible preferred stock (in shares)                                       (9,382,620)      
Conversion of Series D convertible preferred stock                                       $ (40.0)      
Ending balance (in shares) at Dec. 31, 2020 237,047,550                             237,047,550 22,371,620   15,920,450        
Ending balance at Dec. 31, 2020 $ 1,486.7                             $ 1,486.7 $ 344.3   $ 67.6        
Beginning balance (in shares) at Dec. 31, 2019       109,294,060                                      
Beginning balance at Dec. 31, 2019 (681.6) $ (5.6)       $ 143.4   $ 0.1 $ (825.1) $ (5.6) $ (681.6) $ (5.6)   $ 0.0                  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                              
Net loss (270.2)               (270.2)   (270.2)                        
Unrealized loss on investments (0.1)             (0.1)     (0.1)                        
Conversion of Series D convertible preferred stock (in shares)                                         9,382,620    
Conversion of Series D convertible preferred stock                                     40.0     $ 40.0 $ 40.0
Issuance of shares in connection with acquisitions (in shares)       401,310                                      
Issuance of shares in connection with acquisitions 1.2         1.2         1.2                        
Exercise of stock options (in shares)       2,710,680                                      
Issuance of common stock upon exercise of stock options 9.6         9.6         9.6                        
Early exercise of stock options (in shares)       1,183,230                                      
Vesting of early exercised stock options 0.6         0.6         0.6                        
Stock-based compensation 43.2         43.2         43.2                        
Ending balance (in shares) at Dec. 31, 2020       122,971,900                                      
Ending balance at Dec. 31, 2020 (862.9)         238.0   0.0 (1,100.9)   (862.9)     0.0                  
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 0              
Ending balance at Dec. 31, 2021                               $ 0.0              
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 5.0         5.0         5.0                        
Stock-based compensation $ 301.4         301.4         301.4                        
Ending balance (in shares) at Dec. 31, 2021 409,267,751     409,267,751                                      
Ending balance at Dec. 31, 2021 $ 847.6         2,438.8   0.0 (1,595.0)   843.8     3.8                  
Ending balance (in shares) at Dec. 31, 2022                             0 0              
Ending balance at Dec. 31, 2022                               $ 0.0              
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                              
Net loss (601.5)               (601.5)   (601.5)                        
Other activity related to non-controlling interests (0.2)                                            
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     4,145,127                                      
Issuance of common stock upon exercise of stock options $ 9.0         9.0         9.0                        
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 2021 Agent Equity Program     $ 100.0       $ 100.0           $ 100.0                    
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   $ 0.0 $ (2,196.5)   $ 517.1     $ 3.6                  
v3.22.4
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Operating Activities      
Net loss $ (601.5) $ (494.1) $ (270.2)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization 86.3 64.4 51.2
Stock-based compensation 234.5 386.3 43.2
Equity in loss of unconsolidated entity 12.2 1.3 0.0
Change in acquisition related contingent consideration (2.2) (4.7) 8.9
Bad debt expense 7.3 8.9 16.0
Amortization of debt issuance costs 0.9 1.1 0.3
Changes in operating assets and liabilities:      
Accounts receivable 6.5 8.5 (16.3)
Compass Concierge receivables (11.7) 9.4 16.6
Other current assets 17.6 (40.0) 19.4
Other non-current assets 9.8 (11.8) (4.9)
Operating lease right-of-use assets and operating lease liabilities 5.8 2.4 34.6
Accounts payable (4.8) (3.3) (6.5)
Commissions payable (15.9) (0.3) 29.1
Accrued expenses and other liabilities (36.5) 43.3 20.5
Net cash used in operating activities (291.7) (28.6) (58.1)
Investing Activities      
Proceeds from sales and maturities of marketable securities 0.0 0.0 55.5
Investment in unconsolidated entity (15.0) (5.0) 0.0
Capital expenditures (70.1) (50.1) (43.3)
Payments for acquisitions, net of cash acquired (15.0) (137.4) (25.6)
Net cash used in investing activities (100.1) (192.5) (13.4)
Financing Activities      
Proceeds from exercise and early exercise of stock options 9.0 26.9 15.9
Proceeds from issuance of common stock under the Employee Stock Purchase Plan 2.3 0.0 0.0
Taxes paid related to net share settlement of equity awards (23.5) (62.4) 0.0
Payments related to acquisitions, including contingent consideration (17.5) (10.7) (3.2)
Proceeds from issuance of common stock upon initial public offering, net of offering costs 0.0 439.6 0.0
Other (0.6) (1.9) (1.2)
Net cash provided by financing activities 135.4 399.3 19.9
Net (decrease) increase in cash and cash equivalents (256.4) 178.2 (51.6)
Cash and cash equivalents at beginning of period 618.3 440.1 491.7
Cash and cash equivalents at end of period 361.9 618.3 440.1
Supplemental disclosures of cash flow information:      
Cash paid for interest 2.3 1.3 0.2
Supplemental non-cash information:      
Issuance of common stock for acquisitions 3.6 10.1 1.2
Conversion of convertible preferred stock in connection with initial public offering 0.0 1,419.1 0.0
Concierge credit facility      
Financing Activities      
Proceeds from drawdowns on Concierge credit facility 59.0 39.5 11.4
Repayments of drawdowns on Concierge credit facility (43.3) (31.7) (3.0)
Revolving credit facility      
Financing Activities      
Proceeds from drawdowns on Concierge credit facility 150.0 0.0 0.0
Series D      
Supplemental non-cash information:      
Conversion of stock, amount issued $ 0.0 $ 67.6 $ 40.0
v3.22.4
Business
 12 Months Ended
Dec. 31, 2022
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.
v3.22.4
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2022
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.
Certain operating expense amounts presented in the prior period consolidated statements of operations have been reclassified to the Restructuring costs line item in order to conform to the current period financial statement presentation.
The change in classification does not affect previously reported Total operating expenses in the consolidated statements of operations.
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. 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.
The Company has a Revolving Credit Facility, which it can draw upon provided it maintains continued compliance with certain financial and non-financial covenants. As of December 31, 2022, the Company had $167.0 million available to be drawn under the Revolving Credit Facility and was in compliance with each of the financial and non-financial covenants. See Note 9 — "Debt" for further details.
During the year ended December 31, 2022 and in January 2023, the Company announced various restructuring 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. The Company will continue to assess the impact that changing macroeconomic factors and the slowdown of the U.S. Residential real estate market will have on its business and will adjust its operations as necessary.
As of December 31, 2022 and 2021, the Company held cash and cash equivalents of approximately $361.9 million and $618.3 million, respectively. 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, 2022, 2021 and 2020.
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,
20222021
Opening balance$7.1 $8.1 
Allowances5.5 1.7 
Net write-offs and other(3.6)(2.7)
Closing balance$9.0 $7.1 
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:
DescriptionUseful Life
Leasehold improvementsLesser of estimated useful life or remaining lease term
Office furniture and equipmentFive years
Computer software and internally-developed softwareThree years
Computer equipmentThree 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 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, 2022.
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 its 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 adjacent 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, 2022, 2021 and 2020.
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 $147.1 million, $118.1 million and $101.1 million for the years ended December 31, 2022, 2021 and 2020, 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”) No. 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 1Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2Inputs 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 3Unobservable 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, 2022 and 2021, 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 offers RSUs to affiliated agents through its Agent Equity Program. The Agent Equity Program offers affiliated agents the ability to elect to have a portion of their commissions earned during a calendar year to be paid in the form of RSUs. RSUs issued in connection with the Agent Equity Program are granted at the beginning of the year following the calendar year in which the commissions were earned and are subject to the terms and conditions of the 2012 Stock Incentive Plan and the 2021 Equity Incentive Plan, as applicable. The Company has discontinued the Agent Equity Program following the issuance of RSUs in January 2023 related to the 2022 program year.
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 to five years. The fair value of these RSUs is measured based on the fair value of the Company’s common stock on the grant date and will be recognized as expense on a straight-line basis as the required service-based vesting condition is satisfied. Any vested RSUs that require only a service-based vesting condition will convert to common stock following vesting and their prescribed delayed settlement periods.
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 is earned and began to recognize the associated expense on a straight-line basis over the requisite service periods beginning on the closing date of the underlying real estate commission transactions. The stock-based compensation expense was recorded as a liability and will be reclassified to additional paid-in capital at the end of the vesting period when the underlying RSUs are issued.
On a limited basis, the Company has issued stock options and RSUs that contain service, performance and market-based vesting conditions that include stock price targets to be met after the listing of the Company’s stock on a public exchange. Such awards are valued using a Monte Carlo simulation and the underlying expense will be recognized as the associated vesting conditions are met.
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), which modifies the measurement of credit losses on financial instruments. This standard requires the use of an expected loss impairment model for instruments measured at amortized cost based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. This guidance is effective for public companies with fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this standard as of January 1, 2020 on a modified retrospective basis, which resulted in a $5.6 million increase in the Company’s overall allowance for credit losses related to the Company’s Compass Concierge receivables, with a corresponding increase to the Company’s accumulated deficit.
In December 2020, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU is part of the FASB’s simplification initiative; and it is expected to reduce cost and complexity related to accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740, Income Taxes related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The new standard will become effective for public companies with fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this guidance on January 1, 2021 and the adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
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, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848, which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company is evaluating applicable contracts and transactions to determine whether to elect the optional guidance. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendment is effective for public companies with fiscal years beginning after December 15, 2022, including interim periods within those
fiscal years. The amendment should be applied prospectively to business combinations occurring on or after the effective date. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) - Troubled Debt Restructurings and Vintage Disclosures, which requires enhanced disclosure of certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty while eliminating certain current recognition and measurement accounting guidance. This ASU also requires the disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this standard is currently being evaluated and is not expected to have a material impact on the Company’s consolidated financial statements.
v3.22.4
Business Combinations and Asset Acquisitions
 12 Months Ended
Dec. 31, 2022
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.
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.
Total Consideration of 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 up to $3.6 million of additional cash that may be paid contingent on certain earnings-based targets being met through 2029. Future cash payments were recorded as Accrued expenses and other current liabilities and Other non-current liabilities in the 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 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.
As of December 31, 2022, an aggregate of $1.2 million of the cash to be paid after closing for certain acquisitions remained unpaid. These amounts are presented within Accrued expenses and other current liabilities and Other non-current liabilities on the consolidated balance sheet and are expected to be paid during the years ended December 31, 2023 and December 31, 2024.
The Company has recorded the preliminary purchase price allocation as of the acquisition dates and expects to finalize its analysis within the measurement period (up to one year from the acquisition date) of the respective transaction. Any adjustments during the measurement period would have a corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the consolidated statements of operations.
Pro forma revenue and earnings for 2022 acquisitions have not been presented because they are not material to the Company’s consolidated revenue and results of operations, either individually or in the aggregate.
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 up to $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.
Total Consideration of Business Combinations and Asset Acquisitions
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 issued5.8 
Cash to be paid after closing (1)
21.8 
Contingent consideration 5.6 
Non-controlling interest3.8 
$185.6 
(1)
As of December 31, 2022, an aggregate of $12.3 million of the cash to be paid after closing for certain acquisitions remained unpaid. These amounts are presented within Accrued expenses and other current liabilities on the consolidated balance sheet and are expected to be paid during the year ended December 31, 2023.
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 assets4.1 
Property and equipment2.5 
Goodwill (1)
68.5 
Operating lease right-of-use assets12.8 
Intangible assets (2)
Acquired Technology5.5 
Customer relationships90.7 
Trademarks11.3 
Total assets$206.6 
Total liabilities$(21.0)
Net assets$185.6 
(1)
Approximately $43.8 million of the goodwill is deductible for tax purposes. The amount of tax-deductible goodwill may increase in the future to approximately $64.7 million dependent on the payment of certain holdbacks and acquisition related compensation arrangements. These amounts are not expected to have an impact on the income tax provision while the Company maintains a full valuation allowance on its 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.
2020 Acquisitions
Modus Technologies, Inc.
On October 9, 2020, the Company completed the acquisition of 100% of the outstanding shares of Modus Technologies, Inc. ("Modus"), a title and escrow company that provides an internally developed title and escrow technology platform to agents, home sellers and buyers. The purpose of the acquisition was to expand its title and escrow service offerings and technology capabilities.
The consideration for the purchase of Modus included a contingent consideration arrangement, payable over three years and based on the attainment of transaction-based targets as defined by the purchase agreement. The maximum amount of contingent consideration that could be earned was $70.0 million, payable in a combination of $50.0 million in cash and $20.0 million in the Company’s Class A common stock. The Company recorded the contingent consideration liability at its fair value of $20.0 million and recorded all fair value adjustments to the contingent consideration liability at each reporting date, with any changes recorded through Operations and support in the accompanying consolidated statements of operations. See “Note 5 — Fair Value of Financial Assets and Liabilities” for further discussion of inputs used to determine the fair value of contingent consideration. A portion of this contingent consideration was subject to forfeiture dependent on certain employees providing future service to the Company and was accounted for as compensation expense over the required service periods. See “Other Acquisition Related Compensation” below. As of December 31, 2022, the remaining unpaid contingent consideration is $4.7 million and will be paid in 2023 and 2024.
Other
During 2020, the Company completed several asset acquisitions. These transactions included the acquisition of smaller residential real estate brokerages in connection with ongoing agent recruitment efforts in key domestic markets. The consideration for these acquisitions was paid entirely in cash.
The following table summarizes the aggregate fair value of the components of the purchase consideration, as of the respective dates of each of the acquisitions (in millions):
ModusOther
Cash paid at closing$27.7 $0.9 
Cash to be paid after closing2.0 — 
Contingent consideration (payable in the form of cash and Class A common stock)20.0 — 
$49.7 $0.9 
The following table summarizes the allocations of the purchase price (in millions):
ModusOther
Cash and cash equivalents$3.0 $— 
Other current assets0.1 — 
Property and equipment0.5 — 
Goodwill (1)
38.4 — 
Operating lease right-of-use assets4.1 — 
Intangible assets (2):
Acquired technology6.3 — 
Customer relationships1.3 0.9 
Trademarks1.7 — 
Total assets$55.4 $0.9 
Total liabilities$(5.7)$— 
Net assets$49.7 $0.9 
(1)
The goodwill is non-tax deductible.
(2)
The identified intangible assets have a useful life of 3-6 years.
Pro forma revenue and earnings for 2020 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 aggregate.
Contingent Consideration
Contingent consideration represents obligations of the Company to transfer cash and common stock to the sellers of certain acquired businesses in the event that certain targets and milestones are met. Approximately $4.7 million of the obligations as of December 31, 2022 are fixed in value. As of December 31, 2022, the undiscounted maximum payment under these arrangements was $14.0 million. Changes in contingent consideration measured at fair value on a recurring basis were as follows (in millions):
Year Ended December 31,
202220212020
Opening balance$24.4 $39.8 $16.4 
Acquisitions3.6 5.6 20.0 
Fair value (gains) losses included in net loss(2.2)(4.7)8.9 
Payments(11.8)(16.3)(5.5)
Closing balance$14.0 $24.4 $39.8 
Other Acquisition Related Compensation
In connection with the Company’s acquisitions, a portion of the cash and equity consideration amounts paid or to be paid to the selling shareholders are subject to clawback and forfeiture dependent on certain employees and agents providing continued service to the Company. Accordingly, this consideration is accounted for as compensation for future services and the Company recognizes the expenses over the underlying retention periods. As of December 31, 2022, the Company expects to pay an additional $21.9 million in future cash consideration to sellers in connection with these arrangements. For the years ended December 31, 2022, 2021 and 2020, the Company recognized $13.4 million, $28.6 million and $4.2 million, respectively, in compensation expense within Operations and support in the accompanying consolidated statements of operations related to these arrangements.
Similarly, the Company granted 0.9 million, 0.3 million and 0.2 million shares of common stock to sellers in accordance with arrangements where receipt of the shares were contingent on certain employees and agents providing continued service to the Company in the years ended December 31, 2022, 2021 and 2020, respectively. Accordingly, these share-based payments will be accounted for as stock-based compensation expense over the underlying retention periods. For the years ended December 31, 2022 and 2021, the Company recognized $2.0 million and $1.1 million, respectively, in stock-based compensation expense within Operations and support in the accompanying consolidated statement of operations related to these arrangements. There was no stock-based compensation expense related to these compensation arrangements recognized during the year ended December 31, 2020.
v3.22.4
Joint Venture
 12 Months Ended
Dec. 31, 2022
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 $15.0 million of additional capital during the year ended December 31, 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 $6.5 million at December 31, 2022 and is included within Other non-current assets on the accompanying consolidated balance sheet. The Company recorded equity losses of $12.2 million and $1.3 million during the years ended December 31, 2022 and 2021, respectively. No dividends were received by the Company during the years ended December 31, 2022 and 2021.
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.
v3.22.4
Fair Value of Financial Assets and Liabilities
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value of Financial Assets and Liabilities Fair Value of Financial Assets and LiabilitiesThe Company’s cash and cash equivalents of $361.9 million and $618.3 million as of December 31, 2022 and 2021, 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 $14.0 million and $24.4 million as of December 31, 2022 and 2021, 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, 2022, 2021 and 2020. The following tables present the balances of contingent consideration as presented in the consolidated balance sheets (in millions):
December 31,
20222021
Accrued expenses and other current liabilities$10.0 $12.9 
Other non-current liabilities4.0 11.5 
Total contingent consideration$14.0 $24.4 
There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented.
v3.22.4
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2022
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,
20222021
Leasehold improvements$192.3 $158.2 
Office furniture and equipment37.1 31.9 
Computer software and internally-developed software37.9 28.1 
Computer equipment32.3 24.2 
299.6 242.4 
Less: accumulated depreciation(107.1)(85.0)
Property and equipment, net$192.5 $157.4 
The Company recorded depreciation expense related to property and equipment of $48.2 million, $38.5 million and $34.4 million for the years ended December 31, 2022, 2021 and 2020, respectively which includes $9.4 million, $6.0 million and $4.8 million, respectively, related to capitalized internally–developed software.
The Company capitalized internally-developed software costs of $17.0 million and $15.7 million during the years ended December 31, 2022 and 2021, respectively.
v3.22.4
Goodwill and Intangible Assets, Net
 12 Months Ended
Dec. 31, 2022
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, 2020
$119.8 
Acquisitions68.5 
Balance at December 31, 2021
$188.3 
Acquisitions8.8 
Measurement period adjustments1.3 
Balance at December 31, 2022
$198.4 
The following table summarizes the carrying amounts and accumulated amortization of intangible assets (in millions, except weighted-average remaining useful life):
December 31, 2022
Useful LifeGross Carrying
Amount		Accumulated
Amortization 		Net ValueWeighted
Average
Remaining
Useful Life
(Years)
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 name0.3 — 0.3 n/a
Total$174.0 $(74.7)$99.3 
December 31, 2021
Useful LifeGross Carrying
Amount		Accumulated
Amortization 		Net ValueWeighted
Average
Remaining
Useful Life
(Years)
Finite-lived intangible assets:
Customer relationships
2-9 years
$150.4 $(42.9)$107.5 4.3
Acquired technology
2-5 years
17.5 (9.0)8.5 3.2
Trademarks
2-9 years
13.6 (2.7)10.9 5.4
Indefinite-lived intangible assets:
Domain name0.3 — 0.3 n/a
Total$181.8 $(54.6)$127.2  
Amortization expense was $38.1 million, $25.9 million and $16.8 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Estimated future amortization expense for finite-lived intangible assets as of December 31, 2022 is as follows (in millions):
2023$31.6 
202429.1 
202522.7 
202610.2 
20273.9 
Thereafter1.5 
Total$99.0 
v3.22.4
Other Current Assets and Accrued Expenses and Other Current Liabilities
 12 Months Ended
Dec. 31, 2022
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,
20222021
Prepaid agent incentives$48.4 $52.7 
Other28.1 42.2 
Other current assets$76.5 $94.9 
Accrued expenses and other current liabilities consisted of the following (in millions):
December 31,
20222021
Agent equity program$41.7 $84.8 
Accrued compensation50.4 67.4 
Other72.8 88.7 
Accrued expenses and other current liabilities$164.9 $240.9 
v3.22.4
Debt
 12 Months Ended
Dec. 31, 2022
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. The Concierge Facility provides for a $75.0 million revolving credit facility and is solely used to finance, in part, the Company’s Compass Concierge Program. The Concierge Facility is secured primarily by the Concierge Receivables and cash of the Compass Concierge Program. On July 29, 2021, the Company amended and restated the Concierge Facility (the “A&R Concierge Facility”), to among other things, extend the revolving period to July 28, 2022, lower the interest rate to LIBOR plus a margin of 1.85%, which may be adjusted, and lower the annual commitment fee to 0.35% if the A&R Concierge Facility is utilized greater than 50% (the annual commitment fee remained the same, at 0.50%, if the Concierge Facility is utilized less than 50%). On August 5, 2022, the Company further amended and restated the Concierge Facility (the “Second A&R Concierge Facility”) to among other things extend the revolving period to August 4, 2023, replace the LIBOR benchmark with Term SOFR plus a credit adjustment spread of 0.11448% and make certain other technical adjustments. The applicable margin on the Second A&R Concierge Facility increased from 1.85% to 2.35%. The annual commitment fee as described in the preceding sentences remained the same. The interest rate on the Concierge Facility was 7.59% as of December 31, 2022. Pursuant to the Second A&R Concierge Facility, the principal amount, if any, is payable in full in February 2024, unless earlier terminated or extended.
The Company has the option to repay the borrowings under the Second A&R Concierge Facility without premium or penalty prior to maturity. The Second A&R Concierge Facility contains customary affirmative covenants, such as financial statement reporting requirements, as well as covenants that restrict its ability to, among other things, incur additional indebtedness, sell certain receivables, declare dividends or make certain distributions, and undergo a merger or consolidation or certain other transactions. Additionally, in the event that the Company fails to comply with certain financial covenants that require the Company to meet certain liquidity-based measures, the commitments under the Second A&R Concierge Facility will automatically be reduced to zero and the Company will be required to repay any outstanding loans under the Second A&R Concierge Facility. As of December 31, 2022, the Company was in compliance with the covenants under the Second A&R Concierge Facility.
Revolving Credit Facility
In March 2021, the Company entered into a Revolving Credit and Guaranty Agreement (the “Revolving Credit Facility”) with Barclays Bank PLC, as administrative agent and as collateral agent, and certain other lenders. The Revolving Credit Facility provides for a $350.0 million revolving credit facility, subject to the terms and conditions of the Revolving Credit
Facility. The Revolving Credit Facility also includes a letter of credit sublimit which is the lesser of (i) $125.0 million and (ii) the aggregate unused amount of the revolving commitments then in effect under the Revolving Credit Facility. The Company’s obligations under the Revolving Credit Facility are guaranteed by certain of the Company’s subsidiaries and are secured by a first priority security interest in substantially all of the assets of the Company and the Company’s subsidiary guarantors.
Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (i) a floating rate per annum equal to the base rate plus a margin of 0.50% or (ii) a floating rate per annum equal to the rate at which dollar deposits are offered in the London interbank market plus a margin of 1.50%. The base rate is equal to the highest of (a) the prime rate as quoted by The Wall Street Journal, (b) the federal funds effective rate plus 0.50%, (c) the rate at which dollar deposits are offered in the London interbank market for a one-month interest period plus 1.00% and (d) 1.00%. During an event of default under the Revolving Credit Facility, the applicable interest rates are increased by 2.0% per annum. The interest rate on the borrowings under the Revolving Credit Facility was 5.86% as of December 31, 2022.
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, 2022, there were $150.0 million in borrowings outstanding under the Revolving Credit Facility and outstanding letters of credit under the Revolving Credit Facility totaled approximately $33.0 million.
The Revolving Credit Facility contains customary representations, warranties, financial covenants applicable to the Company and to the Company’s restricted subsidiaries, affirmative covenants, such as financial statement reporting requirements, and negative covenants which restrict their ability, among other things, to incur liens and indebtedness, make certain investments, declare dividends, dispose of, transfer or sell assets, make stock repurchases and consummate certain other matters, all subject to certain exceptions. The financial covenants require that (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 $2,418.0 million during 2022, $3,799.0 million during 2023 and $4,668.0 million thereafter. As of December 31, 2022, the Company was in compliance with the financial covenants under the Revolving Credit Facility.
The Revolving Credit 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, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the Revolving Credit Facility.
v3.22.4
Leases
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Leases Leases
The components of lease costs for operating leases for the years ended December 31, 2022, 2021 and 2020 was as follows (in millions):
Year Ended December 31,
202220212020
Operating lease costs$113.7 $102.3 $93.1 
Short-term lease costs7.3 7.2 5.7 
Sublease income(3.7)(3.2)(3.4)
Variable lease costs35.4 29.0 26.4 
Total$152.7 $135.3 $121.8 
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, 2022, 2021 and 2020, the Company recognized lease costs, net of sublease income, of $141.5 million, $124.3 million and $110.2 million, respectively, in Sales and marketing expenses and $11.2 million, $11.0 million and $11.6 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,
202220212020
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows used in operating leases$118.8 $106.3 $92.0 
Supplemental disclosure of non-cash leasing activities:
ROU assets obtained in exchange for new operating lease liabilities$94.7 $137.1 $66.3 
The following table represents the weighted-average remaining lease term and discount rate for the Company’s operating leases:
December 31,
20222021
Weighted average remaining lease term (years)6.56.7
Weighted average discount rate4.6 %4.2 %
Future undiscounted lease payments for the Company’s operating lease liabilities are as follows as of December 31, 2022 (in millions):
2023$118.9 
2024116.2 
2025100.8 
202688.7 
202774.4 
Thereafter178.7 
Total future lease payments677.7 
Less: imputed interest(96.6)
Present value of lease liabilities$581.1 
As of December 31, 2022, the Company had additional operating leases that have not yet commenced with future undiscounted lease payments of approximately $11.2 million payable through 2033, which have been excluded from above.
v3.22.4
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2022
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.
Realogy Holdings Corp., et al v. Urban Compass, Inc. and Compass Inc.
In July 2019, Realogy Holdings Corp., NRT New York LLC and many of its related entities (collectively, “Plaintiffs”) filed a complaint against the Company in the New York Supreme Court. The complaint alleges various violations of New York and California state law related to claims of unfair competition. On September 28, 2022, the Company and Plaintiffs executed a confidential agreement that resolved the matter. During the three months ended September 30, 2022, the Company recognized an expense of $10.5 million within General and administrative expense in the accompanying consolidated statements of operations in connection with this matter and the amount was subsequently paid during the three months ended December 31, 2022.
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, 2022 and 2021, the Company was contingently liable for $48.0 million and $54.5 million, respectively, under these letters of credit. 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. As of December 31, 2021, $30.3 million and $24.2 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 $136.7 million and $172.1 million as of December 31, 2022 and 2021, 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.
v3.22.4
Preferred Stock and Common Stock
 12 Months Ended
Dec. 31, 2022
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
Preferred Stock		Year IssuedShares
Authorized		Shares
Issued and
Outstanding		Issuance Price/
Liquidation Price
(Per Share)		Aggregate
Liquidation
Value		Carrying Value
(Net of
Issuance Costs)
Series A201354,811,930 54,811,930 $1.0000 $54.8 $54.7 
Series B2014-201518,133,240 18,133,240 2.0766 37.7 37.5 
Series C2015-201613,580,260 13,580,260 4.0500 55.0 54.8 
Series D2016-201725,303,070 15,920,450 4.2632 67.9 67.6 
Series E2017-201878,543,890 78,543,890 6.7478 530.0 529.0 
Series F201833,686,160 33,686,160 11.8570 399.4 398.8 
Series G2019-202022,371,620 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, 2022 and 2021, 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, 2022 and 2021, 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 12,500.0 million shares of Class A common stock, 1,250.0 million shares of Class B common stock and 100.0 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, 2020, 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, 2022 and 2021:
December 31, 2022
Shares
Authorized		Shares
Issued		Shares
Outstanding
Class A common stock12,500,000,000 419,842,991 419,842,991 
Class B common stock1,250,000,000 — — 
Class C common stock100,000,000 18,255,203 18,255,203 
Total13,850,000,000 438,098,194 438,098,194 
December 31, 2021
Shares
Authorized		Shares
Issued		Shares
Outstanding
Class A common stock12,500,000,000391,912,514391,912,514
Class B common stock1,250,000,000— — 
Class C common stock100,000,00017,355,23717,355,237
Total13,850,000,000409,267,751409,267,751
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.
v3.22.4
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2022
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 1st 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 31st, 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, 2022, there were 34.6 million shares available for future grants under the 2021 Plan, inclusive of those shares transferred from the 2012 Plan. Effective January 1, 2023, the shares available for future grants were increased by an additional 21.9 million shares as a result of the annual increase provision described above.
2021 Employee Stock Purchase Plan
In February 2021, the Company’s board of directors and stockholders adopted and approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which authorized purchase rights to the Company’s employees or to employees of its designated affiliates. In addition, on January 1st 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 31st, although the Company’s board of directors or one of its committees may reduce the amount of the increase in any particular year. No more than 150.0 million shares of common stock may be issued over the term of the ESPP, subject to certain exceptions set forth in the ESPP. The ESPP initially authorized the issuance of 7.4 million shares of common stock and effective January 1, 2022, the authorized shares increased by 3.9 million shares as a result of the annual increase provision described above. As of December 31, 2022, 10.7 million shares of Class A common stock remain available for grant under the ESPP. Effective January 1, 2023, the authorized shares increased by 4.2 million shares as a result of the annual increase provision described above.
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, 2022, the Company issued 0.6 million shares of Class A common stock under the ESPP.
The Company recognized $2.1 million of stock-based compensation expense related to the ESPP during the year ended December 31, 2022. As of December 31, 2022, $1.3 million has 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 with the exception of certain stock options that have market-based vesting conditions which are valued using a Monte Carlo simulation. The inputs used below are subjective and require significant judgement to determine.
Year Ended December 31,
202220212020
Expected term (in years)6.26.37.0
Risk-free interest rate3.0 %0.9 %0.8 %
Expected volatility50.5 %49.3 %45.1 %
Dividend rate— %— %— %
Fair value of common stock (range for the period)
$2.33 - $8.25
$8.80 - $18.00
$6.65 - $23.44
Weighted average grant date fair value of options granted$2.31 $8.68 $5.67 
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 has been 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
 Average
 Exercise
 Price		Weighted
 Average
 Remaining
 Contract Term
(in years)
Aggregate Intrinsic Value (1)
Balance as of December 31, 2021
54,525,539 $5.30 7.1$221.3 
Granted367,555 4.73 
Exercised(4,145,127)2.14 
Forfeited(4,053,730)6.95 
Balance as of December 31, 2022
46,694,237 $5.44 5.9$8.5 
Exercisable and vested at December 31, 2022
36,739,913 $4.70 5.4$8.5 
(1)The aggregate intrinsic values have been calculated using the Company’s closing stock prices of $2.33 and $9.09 as of December 31, 2022 and December 31, 2021, respectively.
During the years ended December 31, 2022, 2021 and 2020, the intrinsic value of options exercised was $20.3 million, $124.1 million and $9.8 million, respectively.
Stock-based compensation recognized during the years ended December 31, 2022, 2021 and 2020 associated with stock options was $35.2 million, $46.5 million and $31.9 million, respectively. As of December 31, 2022, unrecognized compensation costs totaled $62.6 million and are expected to be recognized over a weighted-average period of 2.6 years.
Early Exercise of Stock Options
A majority of the stock options granted under the 2012 Plan originally provided option holders the right to elect to exercise unvested options in exchange for restricted common stock. Shares received from such early exercises are subject to repurchase in the event of the optionee’s termination of service until the stock options are fully vested at the lesser of the original issuance price or the fair value of the Company’s common stock.
As of December 31, 2022, 0.1 million shares of common stock received by holders from an early exercise were subject to repurchase. The cash proceeds received for unvested shares of common stock recorded within Accrued expenses and other current liabilities and Other non-current liabilities in the consolidated balance sheet was $0.5 million and $0.1 million, respectively, as of December 31, 2022. Amounts recorded are transferred into Common stock and Additional paid-in capital within the consolidated balance sheets as the shares vest. During the year ended December 31, 2022, no stock options were early exercised.
Restricted Stock Units
A summary of RSU activity under the 2012 Plan and the 2021 Plan is presented below:
Number of Shares Weighted
Average
Grant Date
Fair Value
Balance as of December 31, 2021
54,517,930 $10.29 
Granted40,362,895 6.16 
Vested and converted to common stock (1)
(27,935,099)9.11 
Forfeited(19,755,889)11.13 
Balance as of December 31, 2022
47,189,837 $7.10 
(1)During the years ended December 31, 2022, the Company net settled all RSUs through which it issued an aggregate of 27.9 million shares of Class A common stock and withheld an aggregate of 4.9 million shares of Class A common stock to satisfy $23.5 million of tax withholding obligations on behalf of the Company’s employees.
As of December 31, 2022, all unvested RSUs had total compensation costs of $243.4 million not yet recognized and is expected to be recognized over a weighted-average period of 2.5 years.
Included in the table above are 17.2 million RSUs that only vest upon the satisfaction of both (i) a service-based vesting condition and (ii) the achievement of performance-based vesting conditions that remain outstanding as of December 31, 2022. The performance-based vesting conditions provide that 12.5% of the shares subject to the RSUs will vest subject to the achievement of a market price per share of $23.14 of the Company's Class A common stock. An additional 12.5% of the shares subject to the RSUs will vest upon the achievement of a market price per share of the Company's Class A common stock at each of 200%, 250%, 300%, 350%, 400%, 450% and 500% of $23.14.
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.
For the year ended December 31, 2022, the Company recognized stock-based compensation expense and an associated liability of $41.7 million in connection with RSUs earned as a part of the 2022 Agent Equity Program. The associated liability is recorded within Accrued expenses and other current liabilities in the consolidated balance sheet. In January 2023, the Company granted 14.1 million RSUs to affiliated agents in connection with the 2022 Agent Equity Program. These RSUs immediately vested and converted to Class A common stock. Following the issuance of these RSUs, the Company discontinued the Agent Equity Program.
Other Stock-Based Awards
For the year ended December 31, 2020, $8.0 million of stock-based compensation expense related to compensation expenses incurred in connection with the sale of shares to investors by certain Company employees and non-employee service providers in excess of the fair value of the shares sold. There were no expenses incurred in connection with the sale of shares to investors by certain Company employees and non-employee service providers in excess of the fair value of shares for the years ended December 31, 2022 and 2021.
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,
202220212020
Commissions and other related expense$59.0 $128.7 $5.7 
Sales and marketing42.0 38.4 16.0 
Operations and support15.6 16.9 3.5 
Research and development57.5 92.7 1.4 
General and administrative60.4 109.6 16.6 
Total stock-based compensation expense$234.5 $386.3 $43.2 
The increase in stock-based compensation expense in 2022 and 2021 as compared to 2020 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
Expense
Commissions and other related expense$41.7 
Sales and marketing1.8 
Operations and support3.1 
Research and development46.9 
General and administrative55.0 
Total stock-based compensation expense$148.5 
The Company has not recognized any tax benefits from stock-based compensation as a result of the full valuation allowance maintained on its deferred tax assets.
v3.22.4
Income Taxes
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company’s loss before income taxes consisted of (in millions):
Year Ended December 31,
202220212020
United States$(610.4)$(496.5)$(272.4)
International8.0 (0.1)0.5 
Total$(602.4)$(496.6)$(271.9)
For the year ended December 31, 2022, the loss before income taxes of $602.4 million includes $12.2 million of losses from the Company’s equity investment in OriginPoint. The OriginPoint business operates in the United States.
The components of the Company’s income tax benefit (provision) consisted of (in millions):
Year Ended December 31,
202220212020
Current:
Federal$— $— $0.8 
State— — — 
Foreign(3.1)(1.2)(0.2)
Total current(3.1)(1.2)0.6 
Deferred:   
Federal0.9 2.1 0.3 
State0.3 0.4 0.6 
Foreign2.8 1.2 0.2 
Total deferred4.0 3.7 1.1 
Total benefit from income taxes$0.9 $2.5 $1.7 
The Company had an income tax benefit for the years ended December 31, 2022, 2021 and 2020, resulting from a partial reduction in the valuation allowance related to the carryover tax basis in deferred tax liabilities from acquisitions and current taxes in India that are partially offset with future alternative minimum tax credits.
The effective income tax rate differed from the statutory federal income tax rate as follows:
Year Ended December 31,
202220212020
Tax at federal statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal effect7.0 %8.8 %4.0 %
Change in valuation allowance(25.0)%(34.2)%(23.4)%
Stock-based compensation(2.4)%7.9 %0.0 %
Non-deductible executive compensation(0.6)%(2.8)%0.0 %
Non-deductible expenses(0.4)%0.1 %(2.1)%
Other0.6 %(0.3)%1.1 %
Benefit from income taxes0.2 %0.5 %0.6 %
The components of net deferred taxes arising from temporary differences were as follows (in millions):
December 31,
20222021
Deferred tax assets:
Nondeductible accruals$15.0 $15.0 
Stock-based compensation55.0 66.7 
Lease liabilities161.2 157.9 
Net operating loss carryforward395.6 331.1 
Allowance for credit losses9.2 7.2 
Accrued compensation35.4 32.5 
Capitalized research & development costs83.6 — 
Intangible assets6.7 — 
Other5.4 3.4 
Total deferred tax assets$767.1 $613.8 
Deferred tax liabilities:  
Operating lease right-of-use assets$(132.2)$(132.8)
Intangible assets— (1.7)
Property and equipment(37.5)(29.5)
Total deferred tax liabilities(169.7)(164.0)
Less: valuation allowance(594.2)(448.4)
Net deferred tax assets$3.2 $1.4 
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, 2022 and 2021, 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 compensation and other expense related accruals. A full valuation allowance was maintained against its U.S. gross deferred tax asset balances as of December 31, 2022 and 2021. 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, 2022 and 2021, 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, 2022, the valuation allowance was in the amount of approximately $594.2 million, an increase of $145.8 million from December 31, 2021, which includes the impact of acquisition activity.
As of December 31, 2022 and 2021, the Company had approximately $1.4 billion and $1.2 billion of gross federal net operating losses, respectively. Of those amounts, $152.0 million will begin to expire in 2032 and $1.2 billion have an unlimited carryforward with utilization limited at 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, 2022 and 2021, the Company had approximately $1.6 billion and $1.2 billion of gross state net operating losses, respectively, that will begin to expire in 2026.
The Company had no material uncertain tax positions as of December 31, 2022, 2021 and 2020. 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, 2022, 2021 and 2020.
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.
v3.22.4
Compass Concierge Receivables and Allowance for Credit Losses
 12 Months Ended
Dec. 31, 2022
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. Pursuant to the Company’s agreement with the Lender, the consumer loans are unsecured, interest-free and have no associated fees except for late fees that the Lender may charge in its sole discretion. The Company has no right or obligation with respect to any individual consumer loan originated by the Lender. Under the agreement, the Company has repayment rights against the Lender in connection with a corporate loan.
Payment to the Company for these services under the Concierge Classic 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, 2022 and 2021, the Company did not recognize any revenue or earn any fees
from the Compass Concierge Program. The Company incurs service fees payable to the Lender and incurs bad debt expense in connection with the Compass Concierge Program.
The Company manages its credit risk by establishing a comprehensive credit policy for the approval of new loans, while monitoring and reviewing the performance of its existing Concierge Receivables. Factors considered include but not limited to:
•No negative liens or judgements on the property;
•Seller’s available equity on the property;
•Loan to listing price ratio;
•FICO score (only for Concierge Capital program); and
•Macroeconomic conditions.
Credit Quality
The Company monitors credit quality by evaluating various attributes and utilizes such information in its evaluation of the appropriateness of the ACL. Based on the Company’s experience, the key credit quality indicator is whether the underlying properties associated with the Concierge Receivables will be sold or not. Concierge Receivables associated with properties that are eventually sold have a lower credit risk than those that are associated with properties that are not sold. As of December 31, 2022 and 2021, the amount of outstanding Concierge Receivables related to unsold properties was approximately 98% and 96%, respectively. For Concierge Receivables where repayments have not been triggered (i.e., earlier of (i) sale of the property, (ii) termination of a listing agreement or (iii) 12 months from the date costs were originally funded), the Company establishes an estimate as to the percentage of underlying properties that will be sold based on historical data. This estimate is updated as of the end of each reporting period.
Allowance for Credit Losses
The Company maintains an ACL for the expected credit losses over the contractual life of the Concierge Receivables. The amount of ACL is based on ongoing, quarterly assessments by management. Historical loss experience is generally the starting point when the Company estimates the expected credit losses. The Company then considers whether (i) current conditions 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, 2022 and 2021 (in millions):
December 31,
20222021
Opening balance$17.3 $17.2 
Allowances1.8 7.2 
Net write-offs and other(4.4)(7.1)
Closing balance$14.7 $17.3 
Aging Status
The Company generally considers Concierge Receivables to be past due after being outstanding for over 30 days after the initial billing. Changes in the Company’s estimate to the ACL is recorded through bad debt expense as Sales and marketing expense in the consolidated statements of operations and individual accounts are charged against the allowance when all
reasonable collection efforts are exhausted. The following tables present the aging analysis of Concierge Receivables as of December 31, 2022 and 2021 (in millions):
December 31,
20222021
Current$50.6 $41.0 
31-90 days1.8 0.9 
Over 90 days5.2 8.3 
Total$57.6 $50.2 
v3.22.4
Net Loss Per Share Attributable to Compass, Inc.
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Net Loss Per Share Attributable to Compass, Inc. Net Loss Per Share Attributable to Compass, Inc.
The Company computes net loss per share under the two-class method required for multiple classes of common stock and participating securities (convertible preferred stock). The rights, including the liquidation and dividend rights, of the Class A common stock, Class B common stock and Class C common stock are substantially identical, other than voting rights. Accordingly, the net loss per share attributable to common stockholders will be the same for Class A common stock, Class B common stock and Class C common stock on an individual or combined basis.
The following table sets forth the computation of basic and diluted net loss per share attributable to Compass, Inc. (in millions, except share and per share amounts):
Year Ended December 31,
202220212020
Numerator:
Net loss attributable to Compass, Inc.$(601.5)$(494.1)$(270.2)
Denominator:   
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic and diluted428,169,180 326,336,128 109,954,760 
Net loss per share attributable to Compass, Inc., basic and diluted$(1.40)$(1.51)$(2.46)
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,
202220212020
Convertible preferred stock— — 238,954,050 
Outstanding stock options46,694,237 54,525,539 62,827,150 
Outstanding RSUs47,189,837 54,517,930 32,556,160 
Shares subject to the Employee Stock Purchase Plan583,749 — — 
Unvested early exercised options91,770 1,068,300 1,075,710 
Unvested common stock138,892 391,092 640,320 
Total94,698,485 110,502,861 336,053,390 
v3.22.4
Restructuring Activities
 12 Months Ended
Dec. 31, 2022
Restructuring and Related Activities [Abstract]  
Restructuring Activities Restructuring Activities
2020 Restructuring Activities
Beginning in March 2020, the onset of the COVID-19 pandemic resulted in a negative impact on the Company’s business in the second quarter of 2020 due to shelter-in-place and stay-at-home restrictions (in certain of the Company’s markets) which prohibited or reduced in-person residential real estate showings and the related impact on customer demand and
housing inventory, as well as deteriorating economic conditions, such as increased unemployment rates. In light of the uncertain and rapidly evolving situation relating to the COVID-19 pandemic, the Company took a range of measures to address the uncertainties related to the COVID-19 pandemic including, but not limited to, reducing the size of its workforce, terminating certain lease obligations and reducing certain discretionary expenses during the first half of 2020 (the "2020 Restructuring"). During the year ended December 31, 2020, the Company incurred restructuring costs of $10.3 million in connection with the 2020 Restructuring resulting from $6.0 million for severance related personnel costs and $4.3 million for lease termination costs. These costs have been presented within the Restructuring costs line in the consolidated statements of operations and were primarily paid during 2020.
2022 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 aforementioned 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 pause in M&A activity and 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 are being 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.
The expenses resulting from these cost-saving measures were included in the consolidated statements of operations for the year ended December 31, 2022, as follows (in millions):
Year Ended December 31, 2022
Restructuring costsDepreciation and amortizationTotal
Severance related personnel costs$40.6 $— $40.6 
Lease termination costs7.7 — 7.7 
Accelerated amortization of intangible assets— 4.6 4.6 
Accelerated depreciation— 2.5 2.5 
Other restructuring activities0.8 — 0.8 
Total$49.1 $7.1 $56.2 
As of December 31, 2022, the Company did not have any material remaining liabilities related to restructuring costs.
2023 Restructuring Activities
During January 2023, the Company implemented a further workforce reduction as part of the Company’s ongoing cost reduction initiatives to manage the business during the current macroeconomic environment. As a result of this reduction, the Company expects to incur pre-tax cash charges of approximately $10 million to $12 million for severance and other termination benefits for employees whose roles were or are being eliminated during the three months ending March 31, 2023.
v3.22.4
Schedule II. Valuation and Qualifying Accounts
 12 Months Ended
Dec. 31, 2022
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, 2022, 2021 and 2020
Balance
at
Beginning
of Year		Charged
to Costs
and
Expenses		Write-
offs		OtherBalance
at End of
Year
(in millions)
December 31, 2022
Accounts receivable allowance for credit loss$7.1 $5.5 $(3.6)$— $9.0 
Compass Concierge receivable allowance for credit loss17.3 1.8 (4.4)— 14.7 
Valuation allowance for deferred tax assets448.4 — — 145.8 
(b)
594.2 
December 31, 2021
Accounts receivable allowance for credit loss8.1 1.7 (2.7)— 7.1 
Compass Concierge receivable allowance for credit loss17.2 7.2 (7.1)— 17.3 
Valuation allowance for deferred tax assets287.5 — — 160.9 
(b)
448.4 
December 31, 2020
Accounts receivable allowance for credit loss2.7 6.9 (1.5)— 8.1 
Compass Concierge receivable allowance for credit loss4.7 9.1 (2.2)5.6 
(a)
17.2 
Valuation allowance for deferred tax assets223.1 — — 64.4 
(b)
287.5 
(a) The Company adopted ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) as of January 1, 2020 on a modified retrospective basis which resulted in a $5.6 million increase in the Company’s overall allowance for credit losses related to the Company’s Compass Concierge receivables, with a corresponding increase to the Company’s accumulated deficit.
(b) For the years ended December 31, 2022, 2021 and 2020, the increase in valuation allowance relates to U.S. deferred tax assets for which the Company continues to maintain that the realization of these assets has not achieved a more-likely-than-not threshold. This is primarily due to the evidence that the Company continued to maintain three-year cumulative pre-tax book losses.
v3.22.4
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation
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.
Certain operating expense amounts presented in the prior period consolidated statements of operations have been reclassified to the Restructuring costs line item in order to conform to the current period financial statement presentation.
The change in classification does not affect previously reported Total operating expenses in the consolidated statements of operations.
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. 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 EstimatesThe 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.
Segment 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.
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 Foreign CurrencyThe 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, 2022, 2021 and 2020.
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,
20222021
Opening balance$7.1 $8.1 
Allowances5.5 1.7 
Net write-offs and other(3.6)(2.7)
Closing balance$9.0 $7.1 
Prepaid Agent Incentives 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, 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:
DescriptionUseful Life
Leasehold improvementsLesser of estimated useful life or remaining lease term
Office furniture and equipmentFive years
Computer software and internally-developed softwareThree years
Computer equipmentThree years
Business Combinations Business CombinationsBusiness 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
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
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.
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.
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, 2022.
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.
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
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 its 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 adjacent 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, 2022, 2021 and 2020.
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
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
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 $147.1 million, $118.1 million and $101.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. Compensation costs includes salaries, taxes, benefits, bonuses and stock-based compensation.
Operations and Support 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 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 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
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 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
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”) No. 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 1Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2Inputs 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 3Unobservable 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, 2022 and 2021, 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
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 offers RSUs to affiliated agents through its Agent Equity Program. The Agent Equity Program offers affiliated agents the ability to elect to have a portion of their commissions earned during a calendar year to be paid in the form of RSUs. RSUs issued in connection with the Agent Equity Program are granted at the beginning of the year following the calendar year in which the commissions were earned and are subject to the terms and conditions of the 2012 Stock Incentive Plan and the 2021 Equity Incentive Plan, as applicable. The Company has discontinued the Agent Equity Program following the issuance of RSUs in January 2023 related to the 2022 program year.
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 to five years. The fair value of these RSUs is measured based on the fair value of the Company’s common stock on the grant date and will be recognized as expense on a straight-line basis as the required service-based vesting condition is satisfied. Any vested RSUs that require only a service-based vesting condition will convert to common stock following vesting and their prescribed delayed settlement periods.
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 is earned and began to recognize the associated expense on a straight-line basis over the requisite service periods beginning on the closing date of the underlying real estate commission transactions. The stock-based compensation expense was recorded as a liability and will be reclassified to additional paid-in capital at the end of the vesting period when the underlying RSUs are issued.
On a limited basis, the Company has issued stock options and RSUs that contain service, performance and market-based vesting conditions that include stock price targets to be met after the listing of the Company’s stock on a public exchange. Such awards are valued using a Monte Carlo simulation and the underlying expense will be recognized as the associated vesting conditions are met.
Recently Adopted Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), which modifies the measurement of credit losses on financial instruments. This standard requires the use of an expected loss impairment model for instruments measured at amortized cost based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. This guidance is effective for public companies with fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this standard as of January 1, 2020 on a modified retrospective basis, which resulted in a $5.6 million increase in the Company’s overall allowance for credit losses related to the Company’s Compass Concierge receivables, with a corresponding increase to the Company’s accumulated deficit.
In December 2020, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU is part of the FASB’s simplification initiative; and it is expected to reduce cost and complexity related to accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740, Income Taxes related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The new standard will become effective for public companies with fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this guidance on January 1, 2021 and the adoption of this standard 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, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848, which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company is evaluating applicable contracts and transactions to determine whether to elect the optional guidance. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendment is effective for public companies with fiscal years beginning after December 15, 2022, including interim periods within those
fiscal years. The amendment should be applied prospectively to business combinations occurring on or after the effective date. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) - Troubled Debt Restructurings and Vintage Disclosures, which requires enhanced disclosure of certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty while eliminating certain current recognition and measurement accounting guidance. This ASU also requires the disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this standard is currently being evaluated and is not expected to have a material impact on the Company’s consolidated financial statements.
v3.22.4
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2022
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,
20222021
Opening balance$7.1 $8.1 
Allowances5.5 1.7 
Net write-offs and other(3.6)(2.7)
Closing balance$9.0 $7.1 
Schedule Of Useful Lives Of Property and Equipment
The useful lives of property and equipment are as follows:
DescriptionUseful Life
Leasehold improvementsLesser of estimated useful life or remaining lease term
Office furniture and equipmentFive years
Computer software and internally-developed softwareThree years
Computer equipmentThree years
v3.22.4
Business Combinations and Asset Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2022
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 issued5.8 
Cash to be paid after closing (1)
21.8 
Contingent consideration 5.6 
Non-controlling interest3.8 
$185.6 
(1)
As of December 31, 2022, an aggregate of $12.3 million of the cash to be paid after closing for certain acquisitions remained unpaid. These amounts are presented within Accrued expenses and other current liabilities on the consolidated balance sheet and are expected to be paid during the year ended December 31, 2023.
The following table summarizes the aggregate fair value of the components of the purchase consideration, as of the respective dates of each of the acquisitions (in millions):
ModusOther
Cash paid at closing$27.7 $0.9 
Cash to be paid after closing2.0 — 
Contingent consideration (payable in the form of cash and Class A common stock)20.0 — 
$49.7 $0.9 
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 assets4.1 
Property and equipment2.5 
Goodwill (1)
68.5 
Operating lease right-of-use assets12.8 
Intangible assets (2)
Acquired Technology5.5 
Customer relationships90.7 
Trademarks11.3 
Total assets$206.6 
Total liabilities$(21.0)
Net assets$185.6 
(1)
Approximately $43.8 million of the goodwill is deductible for tax purposes. The amount of tax-deductible goodwill may increase in the future to approximately $64.7 million dependent on the payment of certain holdbacks and acquisition related compensation arrangements. These amounts are not expected to have an impact on the income tax provision while the Company maintains a full valuation allowance on its domestic deferred tax assets.
(2)
The identified intangible assets have a useful life of 2-9 years.
The following table summarizes the allocations of the purchase price (in millions):
ModusOther
Cash and cash equivalents$3.0 $— 
Other current assets0.1 — 
Property and equipment0.5 — 
Goodwill (1)
38.4 — 
Operating lease right-of-use assets4.1 — 
Intangible assets (2):
Acquired technology6.3 — 
Customer relationships1.3 0.9 
Trademarks1.7 — 
Total assets$55.4 $0.9 
Total liabilities$(5.7)$— 
Net assets$49.7 $0.9 
(1)
The goodwill is non-tax deductible.
(2)
The identified intangible assets have a useful life of 3-6 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,
202220212020
Opening balance$24.4 $39.8 $16.4 
Acquisitions3.6 5.6 20.0 
Fair value (gains) losses included in net loss(2.2)(4.7)8.9 
Payments(11.8)(16.3)(5.5)
Closing balance$14.0 $24.4 $39.8 
v3.22.4
Fair Value of Financial Assets and Liabilities (Tables)
 12 Months Ended
Dec. 31, 2022
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,
20222021
Accrued expenses and other current liabilities$10.0 $12.9 
Other non-current liabilities4.0 11.5 
Total contingent consideration$14.0 $24.4 
v3.22.4
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
Summary of Property and Equipment, Net
Property and equipment, net consisted of the following (in millions):
December 31,
20222021
Leasehold improvements$192.3 $158.2 
Office furniture and equipment37.1 31.9 
Computer software and internally-developed software37.9 28.1 
Computer equipment32.3 24.2 
299.6 242.4 
Less: accumulated depreciation(107.1)(85.0)
Property and equipment, net$192.5 $157.4 
v3.22.4
Goodwill and Intangible Assets, Net (Tables)
 12 Months Ended
Dec. 31, 2022
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, 2020
$119.8 
Acquisitions68.5 
Balance at December 31, 2021
$188.3 
Acquisitions8.8 
Measurement period adjustments1.3 
Balance at December 31, 2022
$198.4 
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, 2022
Useful LifeGross Carrying
Amount		Accumulated
Amortization 		Net ValueWeighted
Average
Remaining
Useful Life
(Years)
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 name0.3 — 0.3 n/a
Total$174.0 $(74.7)$99.3 
December 31, 2021
Useful LifeGross Carrying
Amount		Accumulated
Amortization 		Net ValueWeighted
Average
Remaining
Useful Life
(Years)
Finite-lived intangible assets:
Customer relationships
2-9 years
$150.4 $(42.9)$107.5 4.3
Acquired technology
2-5 years
17.5 (9.0)8.5 3.2
Trademarks
2-9 years
13.6 (2.7)10.9 5.4
Indefinite-lived intangible assets:
Domain name0.3 — 0.3 n/a
Total$181.8 $(54.6)$127.2  
Summary of Finite-Lived Intangible Assets, Future Amortization Expense
Estimated future amortization expense for finite-lived intangible assets as of December 31, 2022 is as follows (in millions):
2023$31.6 
202429.1 
202522.7 
202610.2 
20273.9 
Thereafter1.5 
Total$99.0 
v3.22.4
Other Current Assets and Accrued Expenses and Other Current Liabilities (Tables)
 12 Months Ended
Dec. 31, 2022
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,
20222021
Prepaid agent incentives$48.4 $52.7 
Other28.1 42.2 
Other current assets$76.5 $94.9 
Summary of Accrued Expenses And Other Liabilities
Accrued expenses and other current liabilities consisted of the following (in millions):
December 31,
20222021
Agent equity program$41.7 $84.8 
Accrued compensation50.4 67.4 
Other72.8 88.7 
Accrued expenses and other current liabilities$164.9 $240.9 
v3.22.4
Leases (Tables)
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Summary of Operating Leases
The components of lease costs for operating leases for the years ended December 31, 2022, 2021 and 2020 was as follows (in millions):
Year Ended December 31,
202220212020
Operating lease costs$113.7 $102.3 $93.1 
Short-term lease costs7.3 7.2 5.7 
Sublease income(3.7)(3.2)(3.4)
Variable lease costs35.4 29.0 26.4 
Total$152.7 $135.3 $121.8 
Supplemental cash flow information related to leases was as follows (in millions):
Year Ended December 31,
202220212020
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows used in operating leases$118.8 $106.3 $92.0 
Supplemental disclosure of non-cash leasing activities:
ROU assets obtained in exchange for new operating lease liabilities$94.7 $137.1 $66.3 
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,
20222021
Weighted average remaining lease term (years)6.56.7
Weighted average discount rate4.6 %4.2 %
Summary of Operating Lease Liability Maturity
Future undiscounted lease payments for the Company’s operating lease liabilities are as follows as of December 31, 2022 (in millions):
2023$118.9 
2024116.2 
2025100.8 
202688.7 
202774.4 
Thereafter178.7 
Total future lease payments677.7 
Less: imputed interest(96.6)
Present value of lease liabilities$581.1 
v3.22.4
Preferred Stock and Common Stock (Tables)
 12 Months Ended
Dec. 31, 2022
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
Preferred Stock		Year IssuedShares
Authorized		Shares
Issued and
Outstanding		Issuance Price/
Liquidation Price
(Per Share)		Aggregate
Liquidation
Value		Carrying Value
(Net of
Issuance Costs)
Series A201354,811,930 54,811,930 $1.0000 $54.8 $54.7 
Series B2014-201518,133,240 18,133,240 2.0766 37.7 37.5 
Series C2015-201613,580,260 13,580,260 4.0500 55.0 54.8 
Series D2016-201725,303,070 15,920,450 4.2632 67.9 67.6 
Series E2017-201878,543,890 78,543,890 6.7478 530.0 529.0 
Series F201833,686,160 33,686,160 11.8570 399.4 398.8 
Series G2019-202022,371,620 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, 2022 and 2021:
December 31, 2022
Shares
Authorized		Shares
Issued		Shares
Outstanding
Class A common stock12,500,000,000 419,842,991 419,842,991 
Class B common stock1,250,000,000 — — 
Class C common stock100,000,000 18,255,203 18,255,203 
Total13,850,000,000 438,098,194 438,098,194 
December 31, 2021
Shares
Authorized		Shares
Issued		Shares
Outstanding
Class A common stock12,500,000,000391,912,514391,912,514
Class B common stock1,250,000,000— — 
Class C common stock100,000,00017,355,23717,355,237
Total13,850,000,000409,267,751409,267,751
v3.22.4
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Summary of share-based payment Award, Stock Options, valuation assumptions The inputs used below are subjective and require significant judgement to determine.
Year Ended December 31,
202220212020
Expected term (in years)6.26.37.0
Risk-free interest rate3.0 %0.9 %0.8 %
Expected volatility50.5 %49.3 %45.1 %
Dividend rate— %— %— %
Fair value of common stock (range for the period)
$2.33 - $8.25
$8.80 - $18.00
$6.65 - $23.44
Weighted average grant date fair value of options granted$2.31 $8.68 $5.67 
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
 Average
 Exercise
 Price		Weighted
 Average
 Remaining
 Contract Term
(in years)
Aggregate Intrinsic Value (1)
Balance as of December 31, 2021
54,525,539 $5.30 7.1$221.3 
Granted367,555 4.73 
Exercised(4,145,127)2.14 
Forfeited(4,053,730)6.95 
Balance as of December 31, 2022
46,694,237 $5.44 5.9$8.5 
Exercisable and vested at December 31, 2022
36,739,913 $4.70 5.4$8.5 
(1)The aggregate intrinsic values have been calculated using the Company’s closing stock prices of $2.33 and $9.09 as of December 31, 2022 and December 31, 2021, respectively.
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
Average
Grant Date
Fair Value
Balance as of December 31, 2021
54,517,930 $10.29 
Granted40,362,895 6.16 
Vested and converted to common stock (1)
(27,935,099)9.11 
Forfeited(19,755,889)11.13 
Balance as of December 31, 2022
47,189,837 $7.10 
(1)During the years ended December 31, 2022, the Company net settled all RSUs through which it issued an aggregate of 27.9 million shares of Class A common stock and withheld an aggregate of 4.9 million shares of Class A common stock to satisfy $23.5 million of tax withholding obligations on behalf of the Company’s employees.
Summary of Share-based Payment Arrangement, Expensed and Capitalized, Amount
Total stock-based compensation expense included in the consolidated statement of operations is as follows (in millions):
Year Ended December 31,
202220212020
Commissions and other related expense$59.0 $128.7 $5.7 
Sales and marketing42.0 38.4 16.0 
Operations and support15.6 16.9 3.5 
Research and development57.5 92.7 1.4 
General and administrative60.4 109.6 16.6 
Total stock-based compensation expense$234.5 $386.3 $43.2 
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
Expense
Commissions and other related expense$41.7 
Sales and marketing1.8 
Operations and support3.1 
Research and development46.9 
General and administrative55.0 
Total stock-based compensation expense$148.5 
v3.22.4
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of Loss Before Income Taxes
The Company’s loss before income taxes consisted of (in millions):
Year Ended December 31,
202220212020
United States$(610.4)$(496.5)$(272.4)
International8.0 (0.1)0.5 
Total$(602.4)$(496.6)$(271.9)
Schedule of Components of Income Tax Benefit (Provision)
The components of the Company’s income tax benefit (provision) consisted of (in millions):
Year Ended December 31,
202220212020
Current:
Federal$— $— $0.8 
State— — — 
Foreign(3.1)(1.2)(0.2)
Total current(3.1)(1.2)0.6 
Deferred:   
Federal0.9 2.1 0.3 
State0.3 0.4 0.6 
Foreign2.8 1.2 0.2 
Total deferred4.0 3.7 1.1 
Total benefit from income taxes$0.9 $2.5 $1.7 
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,
202220212020
Tax at federal statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal effect7.0 %8.8 %4.0 %
Change in valuation allowance(25.0)%(34.2)%(23.4)%
Stock-based compensation(2.4)%7.9 %0.0 %
Non-deductible executive compensation(0.6)%(2.8)%0.0 %
Non-deductible expenses(0.4)%0.1 %(2.1)%
Other0.6 %(0.3)%1.1 %
Benefit from income taxes0.2 %0.5 %0.6 %
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,
20222021
Deferred tax assets:
Nondeductible accruals$15.0 $15.0 
Stock-based compensation55.0 66.7 
Lease liabilities161.2 157.9 
Net operating loss carryforward395.6 331.1 
Allowance for credit losses9.2 7.2 
Accrued compensation35.4 32.5 
Capitalized research & development costs83.6 — 
Intangible assets6.7 — 
Other5.4 3.4 
Total deferred tax assets$767.1 $613.8 
Deferred tax liabilities:  
Operating lease right-of-use assets$(132.2)$(132.8)
Intangible assets— (1.7)
Property and equipment(37.5)(29.5)
Total deferred tax liabilities(169.7)(164.0)
Less: valuation allowance(594.2)(448.4)
Net deferred tax assets$3.2 $1.4 
v3.22.4
Compass Concierge Receivables and Allowance for Credit Losses (Tables)
 12 Months Ended
Dec. 31, 2022
Receivables [Abstract]  
Summary of ACL for Concierge Receivables The following table summarizes the activity of the ACL for Concierge Receivables as of December 31, 2022 and 2021 (in millions):
December 31,
20222021
Opening balance$17.3 $17.2 
Allowances1.8 7.2 
Net write-offs and other(4.4)(7.1)
Closing balance$14.7 $17.3 
Summary of Aging Analysis of Concierge Receivables The following tables present the aging analysis of Concierge Receivables as of December 31, 2022 and 2021 (in millions):
December 31,
20222021
Current$50.6 $41.0 
31-90 days1.8 0.9 
Over 90 days5.2 8.3 
Total$57.6 $50.2 
v3.22.4
Net Loss Per Share Attributable to Compass, Inc. (Tables)
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders
The following table sets forth the computation of basic and diluted net loss per share attributable to Compass, Inc. (in millions, except share and per share amounts):
Year Ended December 31,
202220212020
Numerator:
Net loss attributable to Compass, Inc.$(601.5)$(494.1)$(270.2)
Denominator:   
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic and diluted428,169,180 326,336,128 109,954,760 
Net loss per share attributable to Compass, Inc., basic and diluted$(1.40)$(1.51)$(2.46)
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,
202220212020
Convertible preferred stock— — 238,954,050 
Outstanding stock options46,694,237 54,525,539 62,827,150 
Outstanding RSUs47,189,837 54,517,930 32,556,160 
Shares subject to the Employee Stock Purchase Plan583,749 — — 
Unvested early exercised options91,770 1,068,300 1,075,710 
Unvested common stock138,892 391,092 640,320 
Total94,698,485 110,502,861 336,053,390 
v3.22.4
Restructuring Activities (Tables)
 12 Months Ended
Dec. 31, 2022
Restructuring and Related Activities [Abstract]  
Summary of restructuring costs The expenses resulting from these cost-saving measures were included in the consolidated statements of operations for the year ended December 31, 2022, as follows (in millions):
Year Ended December 31, 2022
Restructuring costsDepreciation and amortizationTotal
Severance related personnel costs$40.6 $— $40.6 
Lease termination costs7.7 — 7.7 
Accelerated amortization of intangible assets— 4.6 4.6 
Accelerated depreciation— 2.5 2.5 
Other restructuring activities0.8 — 0.8 
Total$49.1 $7.1 $56.2 
v3.22.4
Business - Additional Information (Detail)
$ / shares in Units, shares in Millions, $ in Millions
 1 Months Ended 12 Months Ended
Apr. 30, 2021
USD ($)
shares
Mar. 31, 2021
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
Apr. 01, 2021
$ / shares
shares
Mar. 19, 2021
$ / shares
Mar. 18, 2021
$ / shares
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 $ 0.0      
Additional Paid-in Capital                
Convertible preferred stock reclassified $ 1,400.0              
Common Stock                
Common stock issued after conversion of convertible preferred stock (in shares) | shares           223.0    
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           $ 18.00    
Sale of stock net proceeds received on the transaction $ 438.7              
Payments of stock issuance costs $ 11.0              
Net offering costs paid in 2020         $ 0.9      
v3.22.4
Summary of Significant Accounting Policies - Additional Information (Detail)
$ in Millions
 12 Months Ended
Jan. 01, 2020
USD ($)
Dec. 31, 2022
USD ($)
segment
reportingUnit
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Accounting Policies [Line Items]        
Voting rights, percentage   50.00%    
Cash and cash equivalents   $ 361.9 $ 618.3  
Number of operating segments | segment   1    
Number of reportable segments | segment   1    
Impairment losses for long lived assets   $ 0.0    
Number of reporting units | reportingUnit   1    
Impairments goodwill   $ 0.0    
Advertising costs   147.1 $ 118.1 $ 101.1
Revolving credit facility        
Accounting Policies [Line Items]        
Line of credit facility, available borrowing capacity   $ 167.0    
Concierge Receivables | Accounting Standards Update 2016-13        
Accounting Policies [Line Items]        
Increase in allowance for credit losses related to receivables $ (5.6)      
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
v3.22.4
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, 2022
Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]    
Opening balance $ 7.1 $ 8.1
Allowances 5.5 1.7
Net write-offs and other (3.6) (2.7)
Closing balance $ 9.0 $ 7.1
v3.22.4
Summary of Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment (Detail)
 12 Months Ended
Dec. 31, 2022
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
v3.22.4
Business Combinations and Asset Acquisitions - Additional Information (Detail)
shares in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
shares
Dec. 31, 2021
USD ($)
Acquisitions
brokerage
company
shares
Dec. 31, 2020
USD ($)
shares
Mar. 31, 2023
USD ($)
Oct. 09, 2020
USD ($)
Dec. 31, 2019
USD ($)
Business Acquisition [Line Items]            
Payment to acquire business net of cash acquired $ 15,000,000.0 $ 137,400,000 $ 25,600,000      
Goodwill 198,400,000 $ 188,300,000 119,800,000      
Number of small real estate brokerages | brokerage   3        
Number of small title insurance and escrow settlement service companies | company   3        
Total contingent consideration 14,000,000.0 $ 24,400,000 39,800,000     $ 16,400,000
Contingent consideration liability fixed in value 4,700,000          
Contingent liabilities undiscounted maximum payment 14,000,000          
Future consideration to be paid to the acquirees 21,900,000          
Compensation expenses, future services $ 13,400,000 $ 28,600,000 $ 4,200,000      
Common stock granted to sellers (in shares) | shares 0.9 0.3 0.2      
Compensation expenses $ 2,000,000 $ 1,100,000 $ 0      
Title Insurance and Escrow Settlement Services Company and Real Estate Brokerage            
Business Acquisition [Line Items]            
Ownership interest acquired (in percent) 100.00%          
Payment to acquire business net of cash acquired $ 12,100,000          
Additional cash payable 3,600,000          
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          
Cash to be paid after closing $ 1,200,000          
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)   100.00%        
Real Estate Brokerage            
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        
Real Estate Brokerage | Customer relationships            
Business Acquisition [Line Items]            
Recognized identifiable assets and liabilities assumed, intangible assets, other than goodwill   $ 23,900,000        
Real Estate Brokerage | Class A common stock            
Business Acquisition [Line Items]            
Class A common stock issued   $ 5,800,000        
Modus            
Business Acquisition [Line Items]            
Ownership interest acquired (in percent)         100.00%  
Goodwill     38,400,000      
Cash to be paid after closing     2,000,000.0      
Maximum amount of contingent consideration that could be earned         $ 70,000,000  
Contingent consideration, payment term (in years)         3 years  
Contingent consideration         $ 50,000,000  
Contingent consideration payable in common stock         20,000,000  
Total contingent consideration         $ 20,000,000  
Consideration transferred $ 4,700,000   $ 49,700,000      
v3.22.4
Business Combinations and Asset Acquisitions - Summary of Fair Value of Components of Purchase Consideration (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Oct. 09, 2020
2021 Business Acquisitions        
Business Acquisition [Line Items]        
Cash paid at closing   $ 148.6    
Class A common stock issued   5.8    
Cash to be paid after closing $ 12.3 21.8    
Contingent consideration   5.6    
Non-controlling interest   3.8    
Consideration transferred   $ 185.6    
Modus        
Business Acquisition [Line Items]        
Cash paid at closing     $ 27.7  
Cash to be paid after closing     2.0  
Contingent consideration       $ 50.0
Contingent consideration (payable in the form of cash and Class A common stock)     20.0  
Consideration transferred $ 4.7   49.7  
Other        
Business Acquisition [Line Items]        
Cash paid at closing     0.9  
Cash to be paid after closing     0.0  
Contingent consideration (payable in the form of cash and Class A common stock)     0.0  
Consideration transferred     $ 0.9  
v3.22.4
Business Combinations and Asset Acquisitions - Summary of Preliminary Allocation of Purchase Price (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2022
Business Acquisition [Line Items]      
Goodwill $ 188.3 $ 119.8 $ 198.4
Modus      
Business Acquisition [Line Items]      
Cash and cash equivalents   3.0  
Other current assets   0.1  
Property and equipment   0.5  
Goodwill   38.4  
Operating lease right-of-use assets   4.1  
Total assets   55.4  
Total liabilities   (5.7)  
Net assets   49.7  
Other      
Business Acquisition [Line Items]      
Cash and cash equivalents   0.0  
Other current assets   0.0  
Property and equipment   0.0  
Goodwill   0.0  
Operating lease right-of-use assets   0.0  
Total assets   0.9  
Total liabilities   0.0  
Net assets   $ 0.9  
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 (21.0)    
Net assets 185.6    
Goodwill, deductible amount 43.8    
Tax-deductible goodwill, future increase $ 64.7    
Minimum      
Business Acquisition [Line Items]      
Identified intangible assets, useful life (in years)   3 years  
Minimum | 2021 Business Acquisitions      
Business Acquisition [Line Items]      
Identified intangible assets, useful life (in years) 2 years    
Maximum      
Business Acquisition [Line Items]      
Identified intangible assets, useful life (in years)   6 years  
Maximum | 2021 Business Acquisitions      
Business Acquisition [Line Items]      
Identified intangible assets, useful life (in years) 9 years    
Acquired Technology | Modus      
Business Acquisition [Line Items]      
Intangible assets   $ 6.3  
Acquired Technology | Other      
Business Acquisition [Line Items]      
Intangible assets   0.0  
Acquired Technology | 2021 Business Acquisitions      
Business Acquisition [Line Items]      
Intangible assets $ 5.5    
Customer relationships | Modus      
Business Acquisition [Line Items]      
Intangible assets   1.3  
Customer relationships | Other      
Business Acquisition [Line Items]      
Intangible assets   0.9  
Customer relationships | 2021 Business Acquisitions      
Business Acquisition [Line Items]      
Intangible assets 90.7    
Trademarks | Modus      
Business Acquisition [Line Items]      
Intangible assets   1.7  
Trademarks | Other      
Business Acquisition [Line Items]      
Intangible assets   $ 0.0  
Trademarks | 2021 Business Acquisitions      
Business Acquisition [Line Items]      
Intangible assets $ 11.3    
v3.22.4
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, 2022
Dec. 31, 2021
Dec. 31, 2020
Changes In Contingent Consideration Measured At Fair Value On A Recurring Basis [Roll Forward]      
Opening balance $ 24.4 $ 39.8 $ 16.4
Acquisitions 3.6 5.6 20.0
Fair value (gains) losses included in net loss (2.2) (4.7) 8.9
Payments (11.8) (16.3) (5.5)
Closing balance $ 14.0 $ 24.4 $ 39.8
v3.22.4
Joint Venture - Additional Information (Detail) - USD ($)
 1 Months Ended 12 Months Ended
Jul. 31, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]        
Contributed capital   $ 15,000,000 $ 5,000,000.0 $ 0
Equity in loss of unconsolidated entity   (12,200,000) (1,300,000) $ 0
Origin Point Member        
Schedule of Equity Method Investments [Line Items]        
Investment   6,500,000    
Equity in loss of unconsolidated entity   (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%      
v3.22.4
Fair Value of Financial Assets and Liabilities - Additional Information (Detail) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Inputs, Level 3    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Contingent consideration fair value disclosure $ 14.0 $ 24.4
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 $ 361.9 $ 618.3
v3.22.4
Fair Value of Financial Assets and Liabilities - Balances of Contingent Consideration (Detail) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Fair Value Disclosures [Abstract]        
Accrued expenses and other current liabilities $ 10.0 $ 12.9    
Other non-current liabilities 4.0 11.5    
Total contingent consideration $ 14.0 $ 24.4 $ 39.8 $ 16.4
v3.22.4
Property and Equipment, Net - Summary of Property Plant and Equipment (Detail) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 299.6 $ 242.4
Less: accumulated depreciation (107.1) (85.0)
Property and equipment, net 192.5 157.4
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 192.3 158.2
Office furniture and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 37.1 31.9
Computer software and internally-developed software    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 37.9 28.1
Computer equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 32.3 $ 24.2
v3.22.4
Property and Equipment, Net - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]      
Depreciation $ 48.2 $ 38.5 $ 34.4
Computer software and internally-developed software      
Property, Plant and Equipment [Line Items]      
Depreciation 9.4 6.0 $ 4.8
Capitalized computer software $ 17.0 $ 15.7  
v3.22.4
Goodwill and Intangible Assets, Net - Summary of Goodwill (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Goodwill [Roll Forward]    
Goodwill, beginning balance $ 188.3 $ 119.8
Acquisitions 8.8 68.5
Measurement period adjustments 1.3  
Goodwill, ending balance $ 198.4 $ 188.3
v3.22.4
Goodwill and Intangible Assets, Net - Summary of Carrying Amounts and Accumulated Amortization of Intangible Assets (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets, Net [Abstract]    
Accumulated Amortization $ (74.7) $ (54.6)
Total 99.0  
Intangible Assets, Net (Excluding Goodwill) [Abstract]    
Gross Carrying Amount 174.0 181.8
Accumulated Amortization (74.7) (54.6)
Intangible assets, net 99.3 127.2
Customer relationships    
Finite-Lived Intangible Assets, Net [Abstract]    
Gross Carrying Amount 155.2 150.4
Accumulated Amortization (68.6) (42.9)
Total $ 86.6 $ 107.5
Weighted Average Remaining Useful Life (Years) 3 years 4 months 24 days 4 years 3 months 18 days
Intangible Assets, Net (Excluding Goodwill) [Abstract]    
Accumulated Amortization $ (68.6) $ (42.9)
Acquired technology    
Finite-Lived Intangible Assets [Line Items]    
Useful life (in years) 5 years  
Finite-Lived Intangible Assets, Net [Abstract]    
Gross Carrying Amount $ 5.5 17.5
Accumulated Amortization (1.8) (9.0)
Total $ 3.7 $ 8.5
Weighted Average Remaining Useful Life (Years) 3 years 3 months 18 days 3 years 2 months 12 days
Intangible Assets, Net (Excluding Goodwill) [Abstract]    
Accumulated Amortization $ (1.8) $ (9.0)
Trademarks    
Finite-Lived Intangible Assets, Net [Abstract]    
Gross Carrying Amount 13.0 13.6
Accumulated Amortization (4.3) (2.7)
Total $ 8.7 $ 10.9
Weighted Average Remaining Useful Life (Years) 4 years 10 months 24 days 5 years 4 months 24 days
Intangible Assets, Net (Excluding Goodwill) [Abstract]    
Accumulated Amortization $ (4.3) $ (2.7)
Minimum | Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Useful life (in years) 2 years 2 years
Minimum | Acquired technology    
Finite-Lived Intangible Assets [Line Items]    
Useful life (in 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 | Acquired technology    
Finite-Lived Intangible Assets [Line Items]    
Useful life (in years)   5 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
v3.22.4
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization of intangible assets $ 38.1 $ 25.9 $ 16.8
v3.22.4
Goodwill and Intangible Assets, Net - Summary of Finite Lived Intangible Assets Future Amortization Expense (Detail)
$ in Millions
Dec. 31, 2022
USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]  
2023 $ 31.6
2024 29.1
2025 22.7
2026 10.2
2027 3.9
Thereafter 1.5
Total $ 99.0
v3.22.4
Other Current Assets and Accrued Expenses and Other Current Liabilities - Summary of Other Current Assets (Detail) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepaid agent incentives $ 48.4 $ 52.7
Other 28.1 42.2
Other current assets $ 76.5 $ 94.9
v3.22.4
Other Current Assets and Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Liabilities (Detail) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Agent equity program $ 41.7 $ 84.8
Accrued compensation 50.4 67.4
Other 72.8 88.7
Accrued expenses and other current liabilities $ 164.9 $ 240.9
v3.22.4
Debt - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Aug. 05, 2022
Jul. 29, 2021
Dec. 31, 2022
Dec. 31, 2021
Mar. 31, 2021
Jul. 31, 2020
Debt [Line Items]            
Letters of credit     $ 48.0 $ 54.5    
Concierge credit facility            
Debt [Line Items]            
Maximum borrowing capacity           $ 75.0
Debt instrument interest rate (in percent)     7.59%      
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   50.00%        
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   50.00%        
Concierge credit facility | London Interbank Offered Rate (LIBOR)            
Debt [Line Items]            
Debt instrument, basis spread on variable rate   1.85%        
Second A&R Concierge Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate            
Debt [Line Items]            
Debt instrument, basis spread on variable rate 2.35%          
Credit spread on variable rate (in percent) 0.11448%          
Revolving credit facility            
Debt [Line Items]            
Maximum borrowing capacity         $ 350.0  
Debt instrument, basis spread on variable rate     1.00%      
Unused capacity commitment fee (in percent)     0.175%      
Debt instrument interest rate (in percent)     5.86%      
Line of credit facility maximum borrowing capacity sublimit         $ 125.0  
Outstanding borrowings     $ 150.0      
Revolving credit facility | Minimum            
Debt [Line Items]            
Liquidity required by financial covenants     150.0      
Revolving credit facility | Minimum | Four Fiscal Quarters of 2022            
Debt [Line Items]            
Required consolidated revenue threshold     2,418.0      
Revolving credit facility | Minimum | Four Fiscal Quarters of 2023            
Debt [Line Items]            
Required consolidated revenue threshold     3,799.0      
Revolving credit facility | Minimum | Four Fiscal Quarters Thereafter            
Debt [Line Items]            
Required consolidated revenue threshold     $ 4,668.0      
Revolving credit facility | London Interbank Offered Rate (LIBOR)            
Debt [Line Items]            
Debt instrument, basis spread on variable rate     1.50%      
Revolving credit facility | Base Rate            
Debt [Line Items]            
Debt instrument, basis spread on variable rate     0.50%      
Revolving credit facility | Fed Funds Effective Rate Overnight Index Swap Rate            
Debt [Line Items]            
Debt instrument, basis spread on variable rate     0.50%      
Revolving credit facility | London Interbank Offered Rate (LIBOR) Swap Rate            
Debt [Line Items]            
Debt instrument, basis spread on variable rate     1.00%      
Revolving credit facility | Debt Default Interest Rate            
Debt [Line Items]            
Debt instrument, basis spread on variable rate     2.00%      
Letter of Credit            
Debt [Line Items]            
Letters of credit     $ 33.0      
v3.22.4
Leases - Summary of Operating Leases (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]      
Operating lease costs $ 113.7 $ 102.3 $ 93.1
Short-term lease costs 7.3 7.2 5.7
Sublease income (3.7) (3.2) (3.4)
Variable lease costs 35.4 29.0 26.4
Total $ 152.7 $ 135.3 $ 121.8
v3.22.4
Leases - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Lease cost $ 152.7 $ 135.3 $ 121.8
Future undiscounted lease payments under leases 11.2    
Sales and marketing      
Lease cost 141.5 124.3 110.2
General and administrative      
Lease cost $ 11.2 $ 11.0 $ 11.6
v3.22.4
Leases - Summary of Supplemental Cash Flow Information Related To leases (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Cash paid for amounts included in the measurement of operating lease liabilities:      
Operating cash flows used in operating leases $ 118.8 $ 106.3 $ 92.0
Supplemental disclosure of non-cash leasing activities:      
ROU assets obtained in exchange for new operating lease liabilities $ 94.7 $ 137.1 $ 66.3
v3.22.4
Leases - Summary of Weighted-average Remaining Lease Term and Discount Rate (Detail)
Dec. 31, 2022
Dec. 31, 2021
Leases [Abstract]    
Weighted average remaining lease term (years) 6 years 6 months 6 years 8 months 12 days
Weighted average discount rate 4.60% 4.20%
v3.22.4
Leases - Summary of Operating Lease Liability Maturity (Detail)
$ in Millions
Dec. 31, 2022
USD ($)
Lessee, Operating Lease, Liability, to be Paid [Abstract]  
2023 $ 118.9
2024 116.2
2025 100.8
2026 88.7
2027 74.4
Thereafter 178.7
Total future lease payments 677.7
Less: imputed interest (96.6)
Present value of lease liabilities $ 581.1
v3.22.4
Commitments and Contingencies - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Letters of credit   $ 48.0 $ 54.5
Escrow and trust deposits   136.7 172.1
Realogy Holdings Corp., et al v. Urban Compass, Inc. and Compass Inc.      
Litigation settlement expense $ 10.5    
Revolving credit facility      
Letters of credit   33.0 30.3
Cash and Cash Equivalents      
Letters of credit   $ 15.0 $ 24.2
v3.22.4
Preferred Stock and Common Stock - Additional Information (Detail)
$ / shares in Units, $ in Millions
 1 Months Ended 12 Months Ended
Mar. 31, 2021
shares
Feb. 28, 2021
Apr. 30, 2021
USD ($)
$ / shares
shares
Mar. 31, 2021
shares
Dec. 31, 2022
USD ($)
vote
$ / shares
shares
Dec. 31, 2021
USD ($)
$ / shares
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      
Common stock, par value (in dollars per share) | $ / shares         $ 0.00001 $ 0.00001   $ 0.00001 $ 0.0001
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        
Common stock conversion ratio         1        
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        
Common stock conversion ratio         1        
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      
Preferred stock, shares outstanding (in shares)         0 0      
Convertible Preferred Stock                  
Class of Stock [Line Items]                  
Convertible preferred stock, outstanding (in shares)         0 0      
Convertible Preferred Stock | Additional Paid-in Capital                  
Class of Stock [Line Items]                  
Reclassifications of convertible preferred stock | $     $ 1,400.0            
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    
Issuance of Series G convertible preferred stock, net of issuance costs | $             $ 1.0    
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 $ 40.0    
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        
v3.22.4
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 $ 1.0000
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 | $ $ 55.0
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 | $ $ 530.0
Carrying Value (Net of Issuance Costs) | $ $ 529.0
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
v3.22.4
Preferred Stock and Common Stock - Schedule of Stock by Class (Detail) - shares
Dec. 31, 2022
Dec. 31, 2021
Apr. 30, 2021
Class of Stock [Line Items]      
Shares Authorized 13,850,000,000 13,850,000,000  
Shares Issued 438,098,194 409,267,751  
Shares Outstanding 438,098,194 409,267,751  
Class A common stock      
Class of Stock [Line Items]      
Shares Authorized 12,500,000,000 12,500,000,000 12,500,000,000
Shares Issued 419,842,991 391,912,514  
Shares Outstanding 419,842,991 391,912,514  
Class B common stock      
Class of Stock [Line Items]      
Shares Authorized 1,250,000,000 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 100,000,000 100,000,000 100,000,000
Shares Issued 18,255,203 17,355,237  
Shares Outstanding 18,255,203 17,355,237  
v3.22.4
Stock-Based Compensation - Additional Information (Detail) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Mar. 31, 2021
Feb. 28, 2021
Jan. 31, 2023
Feb. 28, 2022
Feb. 28, 2021
Mar. 31, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Jan. 01, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Total stock-based compensation expense             $ 234,500,000 $ 386,300,000 $ 43,200,000  
Intrinsic value of options             $ 20,300,000 $ 124,100,000 9,800,000  
Shares authorized to be repurchased (in shares)             100,000      
Options early exercised (in shares)             0      
Closing stock price (in dollars per share)             $ 2.33 $ 9.09    
Agent equity program             $ 41,700,000 $ 84,800,000    
Accrued Expenses And Other Current Liabilities                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Proceeds received for unvested shares of common stock             500,000      
Other Noncurrent Liabilities                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Proceeds received for unvested shares of common stock             $ 100,000      
Class A common stock                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Closing stock price (in dollars per share)             $ 23.14      
2012 Stock Incentive Plan                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Number of shares available for grant (in shares)             34,600,000      
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)                   21,900,000
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           $ 100,000,000 $ 15,200,000 84,800,000    
Outstanding stock options                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Total stock-based compensation expense             $ 35,200,000 $ 46,500,000 $ 31,900,000  
Share based compensation by share based payment arrangement service based vesting period (in years)             4 years      
Unrecognized compensation cost             $ 62,600,000      
Unrecognized compensation costs, period of recognition (in years)             2 years 7 months 6 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  
Nonvested stock options (in shares)             47,189,837 54,517,930    
Percentage of options (in percent)             12.50%      
Granted (in shares)             40,362,895      
Restricted Stock Units | Service-based and Performance-based                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Nonvested stock options (in shares)             17,200,000      
Restricted Stock Units | Class A common stock                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Shares issued in period (in shares)             27,900,000      
Restricted Stock Units | Class A common stock | Share-based Payment Arrangement, Tranche One                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Vesting rights threshold (in percent)             200.00%      
Restricted Stock Units | Class A common stock | Share-based Payment Arrangement, Tranche Two                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Vesting rights threshold (in percent)             250.00%      
Restricted Stock Units | Class A common stock | Share-based Payment Arrangement, Tranche Three                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Vesting rights threshold (in percent)             300.00%      
Restricted Stock Units | Class A common stock | Share-based Payment Arrangement, Tranche Four                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Vesting rights threshold (in percent)             350.00%      
Restricted Stock Units | Class A common stock | Share-based Payment Arrangement, Tranche Five                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Vesting rights threshold (in percent)             400.00%      
Restricted Stock Units | Class A common stock | Share-based Payment Arrangement, Tranche Six                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Vesting rights threshold (in percent)             450.00%      
Restricted Stock Units | Class A common stock | Share-based Payment Arrangement, Tranche Seven                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Vesting rights threshold (in percent)             500.00%      
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]                    
Agent equity program             $ 41,700,000      
Restricted Stock Units | 2022 Agent Equity Program | Subsequent Event                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Granted (in shares)     14,100,000              
Shares subject to the Employee Stock Purchase Plan | 2021 Equity Incentive Plan                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Increase in the shares authorized for issuance as a percentage of shares outstanding (in percent)         5.00%          
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)   1.00%                
Number of ESPP shares authorized (in shares)   7,400,000     7,400,000          
Number of additional ESPP shares authorized (in shares)             3,900,000      
Purchase period   6 months                
Purchase price of common stock, percent of market price (in percent)   85.00%                
Total stock-based compensation expense             $ 2,100,000      
Employee withholdings for future purchases under the ESPP             $ 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)                   4,200,000
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)             10,700,000      
Maximum employee subscription amount   $ 12,500                
Shares issued in period (in shares)             600,000      
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 6 months      
Amount not yet recognized             $ 243,400,000      
Other Stock based Awards | Employees And Nonemployees                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Total stock-based compensation expense             $ 0 $ 0 $ 8,000,000  
IPO Based Restricted Stock Units                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                    
Total stock-based compensation expense $ 148,500,000                  
v3.22.4
Stock-Based Compensation - Valuation Assumptions (Detail) - Outstanding stock options - $ / shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
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 7 years
Risk-free interest rate 3.00% 0.90% 0.80%
Expected volatility 50.50% 49.30% 45.10%
Dividend rate 0.00% 0.00% 0.00%
Weighted average grant date fair value of options granted $ 2.31 $ 8.68 $ 5.67
Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Fair value of common stock (range for the period) 8.25 18.00 23.44
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 6.65
v3.22.4
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Number of Shares      
Balance, beginning of period (in shares) 54,525,539    
Options granted (in shares) 367,555    
Options exercised (in shares) (4,145,127)    
Options forfeited (in shares) (4,053,730)    
Balance, end of period (in shares) 46,694,237 54,525,539  
Exercisable and vested at end of period (in shares) 36,739,913    
Weighted Average Exercise Price      
Balance, beginning of period (in dollars per share) $ 5.30    
Options granted (in dollars per share) 4.73    
Options exercised (in dollars per share) 2.14    
Options forfeited (in dollars per share) 6.95    
Balance, end of period (in dollars per share) 5.44 $ 5.30  
Exercisable and vested at end of period (in dollars per shares) $ 4.70    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]      
Balance, weighted-average remaining contractual life (in years) 5 years 10 months 24 days 7 years 1 month 6 days  
Exercisable at end of period, weighted-average remaining contractual life (in years) 5 years 4 months 24 days    
Balance, aggregate intrinsic value $ 8.5 $ 221.3  
Exercisable and vested at end of period, aggregate intrinsic value $ 8.5    
Closing stock price (in dollars per share) $ 2.33 $ 9.09  
Outside of 2012 Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Options early exercised (in shares)     1,100,000
v3.22.4
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Detail) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Weighted Average Grant Date Fair Value      
Taxes paid related to net share settlement of equity $ 23.5 $ 62.4 $ 0.0
Restricted Stock Units      
Number of Shares      
Balance as of the beginning of the period (in shares) 54,517,930    
Granted (in shares) 40,362,895    
Vested and converted to common stock (in shares) (27,935,099)    
Forfeited (in shares) (19,755,889)    
Balance as of the end of period (in shares) 47,189,837 54,517,930  
Weighted Average Grant Date Fair Value      
Balance as of the beginning of the period (in dollars per share) $ 7.10 $ 10.29  
Granted (in dollars per share) 6.16    
Vested (in dollars per share) 9.11    
Forfeited (in dollars per share) 11.13    
Balance as of the end of period (in dollars per share) $ 7.10 $ 10.29  
Taxes paid related to net share settlement of equity $ 23.5    
Restricted Stock Units | Class A common stock      
Weighted Average Grant Date Fair Value      
Shares issued in period (in shares) 27,900,000    
Shares withheld for tax withholding obligation (in shares) 4,900,000    
v3.22.4
Stock-Based Compensation - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 234.5 $ 386.3 $ 43.2
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 59.0 128.7 5.7
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 42.0 38.4 16.0
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 15.6 16.9 3.5
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 57.5 92.7 1.4
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 $ 60.4 109.6 $ 16.6
General and administrative | IPO Related Expense      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense   $ 55.0  
v3.22.4
Income Taxes - Schedule of Loss Before Income Taxes (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
United States $ (610.4) $ (496.5) $ (272.4)
International 8.0 (0.1) 0.5
Total $ (602.4) $ (496.6) $ (271.9)
v3.22.4
Income Taxes - Additional Information (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Line Items]      
Income (Loss) from continuing operations before income taxes, noncontrolling interest $ (602,400,000) $ (496,600,000) $ (271,900,000)
Equity in loss of unconsolidated entity 12,200,000 1,300,000 0
Valuation allowance (594,200,000) (448,400,000)  
Increase in valuation allowance $ 145,800,000    
Operating loss carryforwards limited utilization, percentage of taxable income 80.00%    
Uncertain tax positions $ 0 0 0
Interest and penalties recognized 0 0 $ 0
Domestic Tax Authority      
Income Tax Disclosure [Line Items]      
Operating loss carryforwards 1,400,000,000 1,200,000,000  
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 1,200,000,000    
State and Local Jurisdiction | Two Thousand and Twenty Six      
Income Tax Disclosure [Line Items]      
Operating loss carryforwards $ 1,600,000,000 $ 1,200,000,000  
v3.22.4
Income Taxes - Schedule of Components of Income Tax Benefit (Provision) (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Current:      
Federal tax benefit (expense) $ 0.0 $ 0.0 $ 0.8
State benefit (expense) 0.0 0.0 0.0
Foreign tax benefit (expense) (3.1) (1.2) (0.2)
Total current benefit (expense) (3.1) (1.2) 0.6
Deferred:      
Federal tax benefit (expense) 0.9 2.1 0.3
State benefit (expense) 0.3 0.4 0.6
Foreign tax benefit (expense) 2.8 1.2 0.2
Total deferred benefit (expense) 4.0 3.7 1.1
Total benefit from income taxes $ 0.9 $ 2.5 $ 1.7
v3.22.4
Income Taxes - Schedule of Effective Income Tax Rate Differed From the Statutory Federal Income Tax Rate (Details)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Percent [Abstract]      
Tax at federal statutory rate 21.00% 21.00% 21.00%
State taxes, net of federal effect 7.00% 8.80% 4.00%
Change in valuation allowance (25.00%) (34.20%) (23.40%)
Stock-based compensation (2.40%) 7.90% 0.00%
Non-deductible executive compensation (0.60%) (2.80%) 0.00%
Non-deductible expenses (0.40%) 0.10% (2.10%)
Other 0.60% (0.30%) 1.10%
Benefit from income taxes 0.20% 0.50% 0.60%
v3.22.4
Income Taxes - Schedule of Components of Net Deferred Taxes Arising from Temporary Differences (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Deferred tax assets:    
Nondeductible accruals $ 15.0 $ 15.0
Stock-based compensation 55.0 66.7
Lease liabilities 161.2 157.9
Net operating loss carryforward 395.6 331.1
Allowance for credit losses 9.2 7.2
Accrued compensation 35.4 32.5
Capitalized research & development costs 83.6 0.0
Intangible assets 6.7 0.0
Other 5.4 3.4
Total deferred tax assets 767.1 613.8
Deferred tax liabilities:    
Operating lease right-of-use assets (132.2) (132.8)
Intangible assets 0.0 (1.7)
Property and equipment (37.5) (29.5)
Total deferred tax liabilities (169.7) (164.0)
Less: valuation allowance (594.2) (448.4)
Net deferred tax assets $ 3.2 $ 1.4
v3.22.4
Compass Concierge Receivables and Allowance for Credit Losses - Additional Information (Detail)
Dec. 31, 2022
Dec. 31, 2021
Receivables [Abstract]    
Financing receivables related to unsold properties (in percent) 98.00% 96.00%
v3.22.4
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, 2022
Dec. 31, 2021
Financing Receivable, Allowance for Credit Loss [Roll Forward]    
Beginning of period $ 17.3 $ 17.2
Allowances 1.8 7.2
Net write-offs and other (4.4) (7.1)
End of period $ 14.7 $ 17.3
v3.22.4
Compass Concierge Receivables and Allowance for Credit Losses - Schedule of Aging Analysis of Concierge Receivables (Detail) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Financing Receivable, Past Due [Line Items]    
Concierge receivables $ 57.6 $ 50.2
Current    
Financing Receivable, Past Due [Line Items]    
Concierge receivables 50.6 41.0
31-90 days    
Financing Receivable, Past Due [Line Items]    
Concierge receivables 1.8 0.9
Over 90 days    
Financing Receivable, Past Due [Line Items]    
Concierge receivables $ 5.2 $ 8.3
v3.22.4
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, 2022
Dec. 31, 2021
Dec. 31, 2020
Numerator:      
Net loss attributable to Compass, Inc. $ (601.5) $ (494.1) $ (270.2)
Denominator:      
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic (in shares) 428,169,180 326,336,128 109,954,760
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., diluted (in shares) 428,169,180 326,336,128 109,954,760
Net loss per share attributable to Compass, Inc., basic (in dollars per share) $ (1.40) $ (1.51) $ (2.46)
Net loss per share attributable to Compass, Inc., diluted (in dollars per share) $ (1.40) $ (1.51) $ (2.46)
v3.22.4
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, 2022
Dec. 31, 2021
Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 94,698,485 110,502,861 336,053,390
Convertible preferred stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 0 0 238,954,050
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) 46,694,237 54,525,539 62,827,150
Outstanding RSUs      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 47,189,837 54,517,930 32,556,160
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) 583,749 0 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) 91,770 1,068,300 1,075,710
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) 138,892 391,092 640,320
v3.22.4
Restructuring Activities - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2020
Jan. 31, 2023
Restructuring Cost and Reserve [Line Items]      
Restructuring, incurred cost $ 56.2    
Severance related personnel costs      
Restructuring Cost and Reserve [Line Items]      
Restructuring, incurred cost 40.6    
Lease termination costs      
Restructuring Cost and Reserve [Line Items]      
Restructuring, incurred cost 7.7    
2020 Restructuring      
Restructuring Cost and Reserve [Line Items]      
Restructuring, incurred cost   $ 10.3  
2020 Restructuring | Severance related personnel costs      
Restructuring Cost and Reserve [Line Items]      
Restructuring, incurred cost   6.0  
2020 Restructuring | Lease termination costs      
Restructuring Cost and Reserve [Line Items]      
Restructuring, incurred cost   $ 4.3  
2022 Restructuring      
Restructuring Cost and Reserve [Line Items]      
Liabilities related to restructuring costs 0.0    
2022 Restructuring | Employee Severance And Other Termination Benefits      
Restructuring Cost and Reserve [Line Items]      
Restructuring, incurred cost 49.1    
2022 Restructuring | Write-down of Fixed Assets And Accelerated Amortization of Intangible Assets      
Restructuring Cost and Reserve [Line Items]      
Restructuring, incurred cost $ 7.1    
2023 Restructuring | Severance related personnel costs | Minimum | Subsequent Event      
Restructuring Cost and Reserve [Line Items]      
Restructuring, expected cost     $ 10.0
2023 Restructuring | Severance related personnel costs | Maximum | Subsequent Event      
Restructuring Cost and Reserve [Line Items]      
Restructuring, expected cost     $ 12.0
v3.22.4
Restructuring Activities - Summary Of Restructuring Costs (Detail)
$ in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
Restructuring Cost and Reserve [Line Items]  
Restructuring, incurred cost $ 56.2
Severance related personnel costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring, incurred cost 40.6
Lease termination costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring, incurred cost 7.7
Accelerated amortization of intangible assets  
Restructuring Cost and Reserve [Line Items]  
Restructuring, incurred cost 4.6
Accelerated depreciation  
Restructuring Cost and Reserve [Line Items]  
Restructuring, incurred cost 2.5
Other restructuring activities  
Restructuring Cost and Reserve [Line Items]  
Restructuring, incurred cost $ 0.8
Restructuring costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Restructuring costs
Restructuring, incurred cost $ 49.1
Restructuring costs | Severance related personnel costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Restructuring costs
Restructuring, incurred cost $ 40.6
Restructuring costs | Lease termination costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Restructuring costs
Restructuring, incurred cost $ 7.7
Restructuring costs | Accelerated amortization of intangible assets  
Restructuring Cost and Reserve [Line Items]  
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Restructuring costs
Restructuring, incurred cost $ 0.0
Restructuring costs | Accelerated depreciation  
Restructuring Cost and Reserve [Line Items]  
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Restructuring costs
Restructuring, incurred cost $ 0.0
Restructuring costs | Other restructuring activities  
Restructuring Cost and Reserve [Line Items]  
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Restructuring costs
Restructuring, incurred cost $ 0.8
Depreciation and amortization  
Restructuring Cost and Reserve [Line Items]  
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Depreciation, Depletion and Amortization, Nonproduction
Restructuring, incurred cost $ 7.1
Depreciation and amortization | Severance related personnel costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Depreciation, Depletion and Amortization, Nonproduction
Restructuring, incurred cost $ 0.0
Depreciation and amortization | Lease termination costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Depreciation, Depletion and Amortization, Nonproduction
Restructuring, incurred cost $ 0.0
Depreciation and amortization | Accelerated amortization of intangible assets  
Restructuring Cost and Reserve [Line Items]  
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Depreciation, Depletion and Amortization, Nonproduction
Restructuring, incurred cost $ 4.6
Depreciation and amortization | Accelerated depreciation  
Restructuring Cost and Reserve [Line Items]  
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Depreciation, Depletion and Amortization, Nonproduction
Restructuring, incurred cost $ 2.5
Depreciation and amortization | Other restructuring activities  
Restructuring Cost and Reserve [Line Items]  
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Depreciation, Depletion and Amortization, Nonproduction
Restructuring, incurred cost $ 0.0
v3.22.4
Schedule II. Valuation and Qualifying Accounts (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Jan. 01, 2020
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]        
Allowance for credit losses $ 14.7 $ 17.3 $ 17.2  
Cumulative Effect, Period of Adoption, Adjustment        
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]        
Allowance for credit losses       $ 5.6
Accounts receivable allowance for credit loss        
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]        
Balance at Beginning of Year 7.1 8.1 2.7  
Charged to Costs and Expenses 5.5 1.7 6.9  
Write- offs (3.6) (2.7) (1.5)  
Other 0.0 0.0 0.0  
Balance at End of Year 9.0 7.1 8.1  
Compass Concierge receivable allowance for credit loss        
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]        
Balance at Beginning of Year 17.3 17.2 4.7  
Charged to Costs and Expenses 1.8 7.2 9.1  
Write- offs (4.4) (7.1) (2.2)  
Other 0.0 0.0 5.6  
Balance at End of Year 14.7 17.3 17.2  
Valuation allowance for deferred tax assets        
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]        
Balance at Beginning of Year 448.4 287.5 223.1  
Charged to Costs and Expenses 0.0 0.0 0.0  
Write- offs 0.0 0.0 0.0  
Other 145.8 160.9 64.4  
Balance at End of Year $ 594.2 $ 448.4 $ 287.5  
v3.22.4
Label Element Value
Accounting Standards Update [Extensible Enumeration] us-gaap_AccountingStandardsUpdateExtensibleList Accounting Standards Update 2016-13 [Member]