Compass 10Q 2022 Q3 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

___________________________

FORM 10-Q

___________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 001-40291

___________________________

COMPASS, INC.

(Exact Name of Registrant as Specified in its Charter)

___________________________


Delaware			30-0751604
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

90 Fifth Avenue, 3rd Floor New York, New York			10011
(Address of Principal Executive Offices)			(Zip Code)

(212) 913-9058

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

___________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Class A Common Stock, $0.00001 par value per share

COMP

The New York Stock Exchange

___________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of November 2, 2022, there were 435,473,094 shares of the registrant’s common stock outstanding.

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Compass, Inc.

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		Page
Special Note Regarding Forward-Looking Statements		3
PART I.	FINANCIAL INFORMATION	5
Item 1.	Financial Statements (unaudited)	5
	Condensed Consolidated Balance Sheets as of September 30 , 2022 and December 31, 2021	5
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30 , 2022 and 2021	6
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity for the Three and Nine Months Ended September 30 , 2022 and 2021	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended Sept ember 30, 2022 and 2021	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II.	OTHER INFORMATION	43
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
	Signatures

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Unless otherwise expressly stated or the context otherwise requires, references in this Quarterly Report on Form 10-Q, which we refer to as this Quarterly Report, to “Compass,” “Company,” “our,” “us,” and “we” and similar references refer to Compass, Inc. and its consolidated subsidiaries.

WHERE YOU CAN FIND MORE INFORMATION

Investors and others should note that we may announce material business and financial information to our investors using our investor relations page on our website (www.compass.com), filings we make with the Securities and Exchange Commission, or the SEC, webcasts, press releases and conference calls. We use these mediums, including our website, to communicate with our stockholders and the public about our company, our product candidates and other matters. It is possible that the information we make available may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website.

From time to time, we intend to announce material information to the public through filings with the SEC, the investor relations page on our website (www.compass.com), press releases, public conference calls, public webcasts, our Twitter feed (@Compass), our Facebook page, our LinkedIn page, our Instagram account, our YouTube channel, and Robert Reffkin’s Twitter feed (@RobReffkin) and Robert Reffkin’s Instagram account (@robreffkin). We use these mediums, including our website, to communicate with our stockholders and the public about our company, our product candidates and other matters. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website. Further, corporate governance information, including our governance guidelines, board committee charters and code of ethics, is also available on our investor relations page on our website under the heading “Governance.”

Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

The information contained on, or that can be accessed through, the website referenced in this Quarterly Report is not incorporated by reference into this filing, and the website address is provided only as an inactive textual reference.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws. All statements contained in this Quarterly Report, other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations are forward-looking statements. Words such as “believes,” “may,” “will,” “estimates,” “potential,” “continues,” “anticipates,” “intends,” “expects,” “could,” “would,” “projects,” “plans,” “targets,” and variations of such words and similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, rate of growth, operating expenses including changes in sales and marketing, research and development, and general and administrative expenses (including any components of the foregoing), and our ability to achieve or sustain profitability in the future;

•any changes in macroeconomic conditions in U.S. and globally (e.g., inflation), geopolitical events (e.g., conflict in Ukraine) and any changes in U.S. residential real estate, title insurance, escrow services and residential mortgage origination services market conditions (e.g., changes in monetary policies, increases in mortgage interest rates, continued limited inventory, slowed consumer demand, reduced home affordability and declines in price appreciation and home prices);

•any future impact of the ongoing COVID-19 pandemic;

•our business plan and our ability to effectively manage our expenses or grow our revenue;

•anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;

•our ability to drive ongoing usage of our platform by agents;

•our market opportunity;

•our ability to expand into new domestic and international markets;

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•our ability to successfully develop and market our adjacent services, including with respect to any joint ventures or acquisitions;

•our ability to grow revenue from adjacent services at our anticipated rate;

•our expectations regarding anticipated benefits from our mortgage business and our mortgage joint venture with Guaranteed Rate;

•our ability to attract and retain agents and expand their businesses;

•beliefs and objectives for future operations;

•the timing and market acceptance of our products and services for our agents and their clients;

•the effects of seasonal and cyclical trends on our results of operations;

•our expectations concerning relationships with third parties;

•our ability to maintain, protect, and enhance our intellectual property;

•the effects of increased competition in our markets and our ability to compete effectively;

•our ability, and ability of our joint ventures, to stay in compliance with laws and regulations that currently apply or become applicable to our business both in the U.S. and, if and as applicable, internationally; and

•economic and industry trends, growth forecasts, or trend analysis.

We have based these forward-looking statements largely on our current expectations and projections as of the date of this filing about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on February 28, 2022, which we refer to as our 2021 Form 10-K. Readers are urged to carefully review and consider the various disclosures made in this Quarterly Report, our 2021 Form 10-K and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and circumstances discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. In addition, the forward-looking statements in this Quarterly Report are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty, to update such statements for any reason after the date of this Quarterly Report or to conform statements to actual results or revised expectations, except as required by law.

You should read this Quarterly Report and the documents that we reference herein and have filed with the SEC as exhibits to this Quarterly Report with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Compass, Inc.

Condensed Consolidated Balance Sheets

(In millions, except share and per share data, unaudited)


	September 30, 2022		December 31, 2021
Assets
Current Assets
Cash and cash equivalents	$	354.9	$	618.3
Accounts receivable, net of allowance of $8.0 and $7.1, respectively	34.2		48.5
Compass Concierge receivables, net of allowance of $15.6 and $17.3, respectively	60.2		32.9
Other current assets	92.5		94.9
Total current assets	541.8		794.6
Property and equipment, net	196.7		157.4
Operating lease right-of-use assets	490.1		484.7
Intangible assets, net	107.7		127.2
Goodwill	198.5		188.3
Other non-current assets	54.3		48.4
Total assets	$	1,589.1	$	1,800.6
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	44.7	$	34.6
Commissions payable	66.1		63.9
Accrued expenses and other current liabilities	204.9		240.9
Current lease liabilities	91.7		81.5
Concierge credit facility	36.5		16.2
Total current liabilities	443.9		437.1
Non-current lease liabilities	494.3		483.0
Other non-current liabilities	9.3		32.9
Total liabilities	947.5		953.0
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock, $0.00001 par value, 13,850,000,000 shares authorized at September 30, 2022 and December 31, 2021; 434,068,619 shares issued and outstanding at September 30, 2022; 409,267,751 shares issued and outstanding at December 31, 2021	—		—
Additional paid-in capital	2,676.3		2,438.8
Accumulated deficit	(2,038.4)		(1,595.0)
Total Compass, Inc. stockholders’ equity	637.9		843.8
Non-controlling interest	3.7		3.8
Total stockholders' equity	641.6		847.6
Total liabilities and stockholders’ equity	$	1,589.1	$	1,800.6

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

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Compass, Inc.

Condensed Consolidated Statements of Operations

(In millions, except share and per share data, unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue	$	1,493.7	$	1,743.6	$	4,910.8	$	4,808.9
Operating expenses:
Commissions and other related expense	1,218.0		1,430.6		4,017.3		3,963.2
Sales and marketing	144.4		130.6		444.3		366.2
Operations and support	95.1		97.0		308.9		263.7
Research and development	81.5		89.7		296.9		259.8
General and administrative	56.5		79.5		167.0		231.8
Restructuring costs	29.0		—		47.9		—
Depreciation and amortization	21.0		16.7		65.1		45.1
Total operating expenses	1,645.5		1,844.1		5,347.4		5,129.8
Loss from operations	(151.8)		(100.5)		(436.6)		(320.9)
Investment income, net	1.1		0.1		1.5		0.1
Interest expense	(0.9)		(0.7)		(2.3)		(1.8)
Loss before income taxes and equity in loss of unconsolidated entity	(151.6)		(101.1)		(437.4)		(322.6)
Benefit from income taxes	—		1.3		1.4		3.3
Equity in loss of unconsolidated entity	(2.5)		—		(7.5)		—
Net loss	(154.1)		(99.8)		(443.5)		(319.3)
Net (income) loss attributable to non-controlling interests	(0.1)		—		0.1		—
Net loss attributable to Compass, Inc.	$	(154.2)	$	(99.8)	$	(443.4)	$	(319.3)
Net loss per share attributable to Compass, Inc., basic and diluted	$	(0.36)	$	(0.25)	$	(1.04)	$	(1.06)
Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic and diluted	432,459,739		392,979,596		425,338,530		300,303,624

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

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Compass, Inc.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity

(In millions, except share amounts, unaudited)


	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Compass, Inc. Stockholders’ Equity		Non-controlling Interest		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
For the three months ended September 30, 2022:
Balances at June 30, 2022	—	$	—	429,957,017	$	—	$	2,636.4	$	(1,884.2)	$	752.2	$	3.6	$	755.8
Net loss	—	—		—	—		—		(154.2)		(154.2)		0.1		(154.1)
Issuance of common stock in connection with acquisitions	—	—		211,400	—		1.2		—		1.2		—		1.2
Issuance of common stock upon exercise of stock options	—	—		417,056	—		0.9		—		0.9		—		0.9
Issuance of common stock upon settlement of RSUs, net of taxes withheld	—	—		2,904,225	—		(5.7)		—		(5.7)		—		(5.7)
Vesting of early exercised stock options	—	—		—	—		3.1		—		3.1		—		3.1

Issuance of common stock under the Employee Stock Purchase Plan	—	—		578,921	—		2.3		—		2.3		—		2.3
Stock-based compensation	—	—		—	—		38.1		—		38.1		—		38.1
Balances at September 30, 2022	—	$	—	434,068,619	$	—	$	2,676.3	$	(2,038.4)	$	637.9	$	3.7	$	641.6
For the three months ended September 30, 2021:
Balances at June 30, 2021	—	$	—	394,419,967	$	—	$	2,395.9	$	(1,320.4)	$	1,075.5	$	—	$	1,075.5
Net loss	—	—		—	—		—		(99.8)		(99.8)		(0.3)		(100.1)
Capital contribution from non-controlling interest	—	—		—	—		—		—		—		5.0		5.0



Issuance of common stock upon exercise and early exercise of stock options	—	—		4,662,596	—		2.9		—		2.9		—		2.9
Vesting of early exercised stock options	—	—		—	—		1.3		—		1.3		—		1.3
Stock-based compensation	—	—		—	—		45.3		—		45.3		—		45.3
Balances at September 30, 2021	—	$	—	399,082,563	$	—	$	2,445.4	$	(1,420.2)	$	1,025.2	$	4.7	$	1,029.9

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

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Compass, Inc.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity

(In millions, except share amounts, unaudited)


	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Compass, Inc. Stockholders’ Equity		Non-controlling Interest		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
For the nine months ended September 30, 2022:
Balances at December 31, 2021	—	$	—	409,267,751	$	—	$	2,438.8	$	(1,595.0)	$	843.8	$	3.8	$	847.6
Net loss	—	—		—	—		—		(443.4)		(443.4)		(0.1)		(443.5)
Issuance of common stock in connection with acquisitions	—	—		335,252	—		2.0		—		2.0		—		2.0
Issuance of common stock upon exercise of stock options	—	—		3,949,244	—		8.6		—		8.6		—		8.6
Issuance of common stock upon settlement of RSUs, net of taxes withheld	—	—		6,328,555	—		(19.5)		—		(19.5)		—		(19.5)
Vesting of early exercised stock options	—	—		—	—		5.3		—		5.3		—		5.3
Issuance of common stock in connection with the 2021 Agent Equity Program	—	—		13,608,896	—		100.0		—		100.0		—		100.0
Issuance of common stock under the Employee Stock Purchase Plan	—	—		578,921	—		2.3		—		2.3		—		2.3
Stock-based compensation	—	—		—	—		138.8		—		138.8		—		138.8
Balances at September 30, 2022	—	$	—	434,068,619	$	—	$	2,676.3	$	(2,038.4)	$	637.9	$	3.7	$	641.6
For the nine months ended September 30, 2021:
Balances at December 31, 2020	237,047,550	$	1,486.7	122,971,900	$	—	$	238.0	$	(1,100.9)	$	(862.9)	$	—	$	(862.9)
Net loss	—	—		—	—		—		(319.3)		(319.3)		(0.3)		(319.6)
Capital contribution from non-controlling interest	—	—		—	—		—		—		—		5.0		5.0
Issuance of common stock in connection with acquisitions	—	—		855,740	—		10.1		—		10.1		—		10.1
Conversion of Series D convertible preferred stock	(15,920,450)	(67.6)		15,920,450	—		67.6		—		67.6		—		67.6
Conversion of convertible preferred stock in connection with the initial public offering	(221,127,100)	(1,419.1)		223,033,725	—		1,419.1		—		1,419.1		—		1,419.1
Issuance of common stock in connection with the initial public offering, net of offering costs	—	—		26,296,438	—		438.7		—		438.7		—		438.7
Issuance of common stock upon exercise and early exercise of stock options	—	—		10,004,310	—		14.1		—		14.1		—		14.1

Vesting of early exercised stock options	—	—		—	—		3.8		—		3.8		—		3.8
Stock-based compensation	—	—		—	—		254.0		—		254.0		—		254.0
Balances at September 30, 2021	—	$	—	399,082,563	$	—	$	2,445.4	$	(1,420.2)	$	1,025.2	$	4.7	$	1,029.9

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

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Compass, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions, unaudited)


	Nine Months Ended September 30,
	2022		2021
Operating Activities
Net loss	$	(443.5)	$	(319.3)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	65.1		45.1
Stock-based compensation	173.1		292.9
Equity in loss of unconsolidated entity	7.5		—
Change in acquisition related contingent consideration	(1.9)		(4.4)
Bad debt expense	5.2		8.9
Amortization of debt issuance costs	0.7		0.9
Changes in operating assets and liabilities:
Accounts receivable	11.1		1.6
Compass Concierge receivables	(29.1)		(7.1)
Other current assets	1.8		(29.6)
Other non-current assets	1.9		(13.4)
Operating lease right-of-use assets and operating lease liabilities	5.8		1.6
Accounts payable	5.9		(2.4)
Commissions payable	2.2		8.8
Accrued expenses and other liabilities	20.3		64.7
Net cash (used in) provided by operating activities	(173.9)		48.3
Investing Activities

Investment in unconsolidated entity	(15.0)		—
Capital expenditures	(56.9)		(33.6)
Payments for acquisitions, net of cash acquired	(15.0)		(127.3)
Net cash used in investing activities	(86.9)		(160.9)
Financing Activities
Proceeds from exercise and early exercise of stock options	8.6		19.1
Proceeds from issuance of common stock under Employee Stock Purchase Plan	2.3		—
Taxes paid related to net share settlement of equity awards	(19.5)		—
Proceeds from drawdowns on Concierge credit facility	47.0		29.6
Repayments of drawdowns on Concierge credit facility	(26.7)		(19.3)
Payments related to acquisitions, including contingent consideration	(13.9)		(8.2)
Payments of debt issuance costs for credit facilities	(0.4)		(1.9)
Proceeds from capital contribution of non-controlling interest	—		5.0
Proceeds from issuance of common stock upon initial public offering, net of offering costs	—		439.6
Net cash (used in) provided by financing activities	(2.6)		463.9
Net (decrease) increase in cash and cash equivalents	(263.4)		351.3
Cash and cash equivalents at beginning of period	618.3		440.1
Cash and cash equivalents at end of period	$	354.9	$	791.4
Supplemental disclosures of cash flow information:
Cash paid for interest	$	1.5	$	0.7
Supplemental non-cash information:			��
Issuance of common stock for acquisitions	$	2.0	$	10.1
Conversion of convertible preferred stock in connection with initial public offering	$	—	$	1,419.1
Conversion of Series D convertible preferred stock	$	—	$	67.6

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

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Compass, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Business and Basis of Presentation

Description of the Business

Compass, Inc. (the “Company”) was incorporated in Delaware on October 4, 2012 under the name Urban Compass, Inc. On January 8, 2021, the board of directors approved a change to the Company’s name from Urban Compass, Inc. to Compass, Inc.

The Company provides an end-to-end platform that empowers its residential real estate agents to deliver exceptional service to seller and buyer clients. The Company’s platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service and other critical functionality, all custom-built for the real estate industry, which enables the Company’s core brokerage services. The platform also uses proprietary data, analytics, artificial intelligence, and machine learning to deliver high value recommendations and outcomes for Compass agents and their clients.

The Company’s agents are independent contractors who affiliate their real estate licenses with the Company, operating their businesses on the Company’s platform and under the Compass brand. The Company generates revenue from clients through its agents by assisting home sellers and buyers in listing, marketing, selling and finding homes as well as through the provision of services adjacent to the transaction, like title and escrow services, which comprise a smaller portion of the Company’s revenue to date. The Company currently generates substantially all of its revenue from commissions paid by clients at the time that a home is transacted.

Initial Public Offering

On April 6, 2021, the Company completed its initial public offering (“IPO”) and the Company’s Class A common stock began trading on the New York Stock Exchange on April 1, 2021 under the symbol “COMP”. In connection with the IPO, the Company issued and sold 26.3 million shares of its common stock at a public offering price of $18.00 per share. The Company received aggregate proceeds of $438.7 million from the IPO, net of the underwriting discount and offering costs of approximately $11.0 million (of which $0.9 million were paid in 2020). Offering costs, including the legal, accounting, printing and other IPO-related costs have been recorded in Additional paid-in capital against the proceeds from the offering. During April 2021, also in connection with the IPO, all series of the Company’s convertible preferred stock then outstanding were converted into 223.0 million shares of common stock and the Company reclassified $1.4 billion of Convertible preferred stock to Additional paid-in-capital.

On March 31, 2021, in connection with the effectiveness of the Company’s IPO registration statement, the Company recognized $148.5 million in stock-based compensation expense for (i) certain RSUs that contained both service-based and liquidity event-based vesting conditions as the liquidity event-based vesting condition was satisfied upon effectiveness of the registration statement and (ii) certain stock options and RSU awards with service, performance and market-based vesting conditions that include stock price targets to be met after the listing of the Company’s stock on a public exchange.

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of all controlled subsidiaries. The condensed consolidated statements of operations include the results of entities acquired from the date of each respective acquisition. Interests held by third parties in consolidated subsidiaries are presented as non-controlling interests, which represents the non-controlling stockholders’ interests in the underlying net assets of the Company’s consolidated subsidiaries. For entities where the Company does not have a controlling interest (financial or operating), the investments in such entities are accounted for using the equity method. The Company applies the equity method of accounting when it has the ability to exercise significant influence over the operating and financial policies of an investee. The Company measures all other investments at fair value with changes in fair value recognized in net income or in the case that an equity

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investment does not have readily determinable fair values, at cost minus impairment (if any) plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment.

The unaudited interim condensed consolidated financial statements and related disclosures have been prepared by management on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary for a fair statement of the interim periods presented.

The results of the interim periods presented are not necessarily indicative of the results expected for the full year. Certain information and notes normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted under the SEC’s rules and regulations. Accordingly, the unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the year ended December 31, 2021, included in the 2021 Form 10-K.

Liquidity

Since inception, the Company has primarily generated negative cash flows from operations and has primarily financed operations from net proceeds from the issuance of convertible preferred stock and common stock. In addition, a number of macroeconomic conditions, including rising inflation and rapidly rising mortgage interest rates, have contributed to a slowdown in the U.S. residential real estate market, which has had an adverse impact on the Company’s business and may continue to adversely impact the Company’s business in the future.

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 September 30, 2022, the Company had $318.2 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 5 — "Debt" for further details.

During the nine months ended September 30, 2022, 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 actions are expected to reduce the Company's annual cash operating expense levels to between $1.05 billion to $1.15 billion for the year ended December 31, 2023. This target expense level excludes Commission and other related expense, Depreciation and amortization and stock-based compensation expense. See Note 12 — "Restructuring Activities" for further details.

As of September 30, 2022 and December 31, 2021, the Company held cash and cash equivalents of approximately $354.9 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.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting periods covered by the condensed consolidated financial statements and accompanying notes. These judgments, estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and stock awards, (ii) fair value of acquired intangible assets and goodwill, (iii) fair value of contingent consideration arrangements in connection with business combinations, (iv) incremental borrowing rate used for the Company’s operating leases, (v) useful lives of long-lived assets, (vi) impairment of intangible assets and goodwill, (vii) allowance for Compass Concierge receivables and (viii) income taxes and certain deferred tax assets. The Company determines its estimates and judgments based on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates and these differences may be material.

Business Combinations

Business combinations are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over

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the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the condensed consolidated statements of operations. Acquisition costs, consisting primarily of third-party legal and consulting fees, are expensed as incurred.

Stock-Based Compensation

The Company issues stock-based awards to employees, affiliated agents, service providers and board members. The Company measures compensation expense for all stock-based awards based on the estimated fair value of the awards on the date of grant. Compensation expense is generally recognized on a straight-line basis over the service period based on the vesting requirements. The Company recognizes forfeitures as they occur.

For stock options, the Company generally estimates the fair value using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (i) the fair value of common stock, (ii) the expected stock price volatility, (iii) the expected term of the award, (iv) the risk-free interest rate and (v) expected dividends.

In addition to the issuance of RSUs to affiliated agents as compensation for the provision of services, the Company offers RSUs to agents through its Agent Equity Program. The Agent Equity Program offers affiliated agents the ability to elect to have a portion of their commissions earned during a calendar year to be paid in the form of RSUs. RSUs issued in connection with the Agent Equity Program are granted at the beginning of the year following the calendar year in which the commissions were earned and are subject to the terms and conditions of the 2012 Stock Incentive Plan and the 2021 Equity Incentive Plan, as applicable.

RSUs granted prior to December 2020 generally vest based upon the satisfaction of both a service-based condition and a liquidity event-based condition. The service-based vesting condition for these awards is generally satisfied over four years, except for the RSUs granted since 2020 associated with the Agent Equity Program, which vested immediately on the date of grant. The liquidity event-based vesting condition is satisfied on the occurrence of a qualifying event, generally defined as a change in control or the effective date of the registration statement for the Company’s IPO. The fair value of these RSUs was measured based on the fair value of the Company’s common stock on the grant date and began to be recognized as expense when both the required service-based vesting condition and the liquidity event-based vesting condition had been achieved using the accelerated attribution method. The liquidity event-based vesting requirement was met on March 31, 2021, the effective date of the Company’s registration statement, see Note 1—“Business and Basis of Presentation—Initial Public Offering.”

Beginning in December 2020, the Company began granting 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.

For RSUs to be granted in connection with the Agent Equity Program, the Company determines the value of the stock-based compensation expense at the time the underlying commission is earned and begins to recognize the associated expense on a straight-line basis over the requisite service periods beginning on the closing date of the underlying real estate commission transactions. The stock-based compensation expense is recorded as a liability and will be reclassified to Additional paid-in capital at the end of the vesting period when the underlying RSUs are granted. RSUs granted in connection with the Agent Equity Program are granted in the first quarter of the calendar year following the year in which the underlying commissions were earned.

On a limited basis, the Company has issued stock options and RSUs that contain service-based, performance-based and market-based vesting conditions that include stock price targets to be met. Such awards are valued using a Monte Carlo simulation and the underlying expense will be recognized as the associated vesting conditions are met.

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New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. An update was also issued expanding the scope of this guidance. The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance became effective starting March 12, 2020 and may be applied prospectively through December 31, 2022. The Company is evaluating applicable contracts and transactions to determine whether to elect the optional guidance. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendment is effective for public companies with fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendment should be applied prospectively to business combinations occurring on or after the effective date. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) - Troubled Debt Restructurings and Vintage Disclosures, which requires enhanced disclosure of certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty while eliminating certain current recognition and measurement accounting guidance. This ASU also requires the disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this standard is currently being evaluated and is not expected to have a material impact on the Company’s consolidated financial statements.

3. Acquisitions

During the nine months ended September 30, 2022, the Company completed the acquisition of 100% of the ownership interests in a title insurance and escrow settlement services company and acquired the assets of a small real estate brokerage. The purpose of these acquisitions was to expand the Company’s title and escrow offerings and to expand its existing brokerage business in key domestic markets. The Company has accounted for these acquisitions as business combinations.

Total Consideration

The total consideration for acquisitions completed during the nine months ended September 30, 2022 comprised $12.1 million of cash, net of cash acquired, $0.8 million in Class A common stock of the Company and up to $3.6 million of additional cash that may be paid contingent on certain earnings-based targets being met through 2029. Future cash payments were recorded as Accrued expenses and other current liabilities and Other non-current liabilities in the condensed consolidated balance sheets.

The fair value of the assets acquired and the liabilities assumed primarily resulted in the recognition of: customer relationships of $8.1 million; trademark intangible assets of $1.1 million; $1.0 million of other current and non-current assets; and $2.5 million of 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 nine months ended September 30, 2022 is deductible for tax purposes. The amount of tax-deductible goodwill may increase in the future to approximately $2.6 million dependent on the payment of certain holdbacks and acquisition-related compensation arrangements. These amounts are not expected to have an impact on the income tax provision while the Company maintains a full valuation allowance on its U.S. deferred tax assets.

The Company has recorded the preliminary purchase price allocation as of the acquisition dates and expects to finalize its analysis within the measurement period (up to one year from the acquisition date) of the respective transaction. Any adjustments during the measurement period would have a corresponding offset to goodwill. Upon conclusion of the

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measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the consolidated statements of operations.

Pro forma revenue and earnings for 2022 acquisitions have not been presented because they are not material to the Company’s consolidated revenue and results of operations, either individually or in the aggregate.

Contingent Consideration

Contingent consideration represents obligations of the Company to transfer cash and common stock to the sellers of certain acquired businesses in the event that certain targets and milestones are met. Approximately $4.7 million of the obligations as of September 30, 2022 are fixed in value. As of September 30, 2022, the undiscounted maximum payment under these arrangements was $15.5 million. Changes in contingent consideration measured at fair value on a recurring basis were as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Opening balance	$	21.7	$	33.0	$	24.4	$	39.8
Acquisitions	—		0.7		3.6		5.4
Payments and issuances	(4.6)		(2.7)		(10.6)		(13.7)
Fair value gains included in net loss	(1.6)		(3.9)		(1.9)		(4.4)
Closing balance	$	15.5	$	27.1	$	15.5	$	27.1

Other Acquisition Related Compensation

In connection with the Company’s acquisitions, certain amounts paid or to be paid to selling shareholders are subject to clawback and forfeiture dependent on certain employees and agents providing continued service to the Company. These retention-based payments are accounted for as compensation for future services and the Company recognizes the expenses over the service period. As of September 30, 2022, the Company expects to pay up to an additional $37.2 million in future compensation to such selling shareholders in connection with these arrangements. For the three months ended September 30, 2022 and 2021, the Company recognized $3.2 million and $7.5 million, respectively, and for the nine months ended September 30, 2022 and 2021, the Company recognized $14.6 million and $18.9 million, respectively, in compensation expense within Operations and support in the condensed consolidated statements of operations related to these arrangements.

4. Fair Value of Financial Assets and Liabilities

The Company’s cash and cash equivalents of $354.9 million and $618.3 million as of September 30, 2022 and December 31, 2021, respectively, are held in cash and money market funds, which are classified as Level 1 within the fair value hierarchy because they are valued using quoted prices in active markets. These are the Company’s only Level 1 financial instruments. The Company does not hold any Level 2 financial instruments. The Company’s contingent consideration liabilities of $15.5 million and $24.4 million as of September 30, 2022 and December 31, 2021, respectively, are the Company’s only Level 3 financial instruments.

See Note 3 – “Acquisitions” for changes in contingent consideration for the three and nine months ended September 30, 2022 and 2021. The following table presents the balances of contingent consideration as presented in the condensed consolidated balance sheets (in millions):


	September 30, 2022		December 31, 2021
Accrued expenses and other current liabilities	$	9.5	$	12.9
Other non-current liabilities	6.0		11.5
Total contingent consideration	$	15.5	$	24.4

There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented.

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Level 3 Financial Liabilities

The Company’s Level 3 financial liabilities relate to acquisition-related contingent consideration arrangements. Contingent consideration represents obligations of the Company to transfer cash to the sellers of certain acquired entities in the event that certain targets and milestones are met. The Company estimated the fair value of the contingent consideration using a variety of inputs, the most significant of which were the forecasted future results of the acquired businesses, not observable in the market. The impact of changes in these assumptions are not expected to result in material changes to the fair value of the Level 3 financial liabilities. Changes in the fair value of Level 3 financial liabilities are included within Operations and support in the condensed consolidated statements of operations (see Note 3 – “Acquisitions”).

5. Debt

Concierge Credit Facility

In July 2020, the Company entered into a Revolving Credit and Security Agreement (the “Concierge Facility”) with Barclays Bank PLC, as administrative agent, and the several lenders party thereto. The Concierge Facility provides for a $75.0 million revolving credit facility and is solely used to finance, in part, the Company’s Compass Concierge Program. The Concierge Facility is secured primarily by the Concierge Receivables and cash of the Compass Concierge Program. On July 29, 2021, the Company amended and restated the Concierge Facility (the “A&R Concierge Facility”) to among other things, extend the revolving period to July 28, 2022, lower the interest rate to LIBOR plus a margin of 1.85%, which may be adjusted, and lower the annual commitment fee to 0.35% if the A&R Concierge Facility is utilized greater than 50% (the annual commitment fee remained the same, at 0.50%, if the Concierge Facility is utilized less than 50%). On August 5, 2022, the Company further amended and restated the Concierge Facility (the “Second A&R Concierge Facility”) to among other things extend the revolving period to August 4, 2023, replace the LIBOR benchmark with Term SOFR plus a credit adjustment spread of 0.11448% and make certain other technical adjustments. The applicable margin on the Second A&R Concierge Facility increased from 1.85% to 2.35%. The annual commitment fee as described in the preceding sentences remained the same. The interest rate on the Concierge Facility was 5.95% as of September 30, 2022. Pursuant to the Second A&R Concierge Facility, the principal amount, if any, is payable in full in February 2024, unless earlier terminated or extended.

The Company has the option to repay the borrowings under the Second A&R Concierge Facility without premium or penalty prior to maturity. The Second A&R Concierge Facility contains customary affirmative covenants, such as financial statement reporting requirements, as well as covenants that restrict its ability to, among other things, incur additional indebtedness, sell certain receivables, declare dividends or make certain distributions, and undergo a merger or consolidation or certain other transactions. Additionally, in the event that the Company fails to comply with certain financial covenants that require the Company to meet certain liquidity-based measures, the commitments under the Second A&R Concierge Facility will automatically be reduced to zero and the Company will be required to repay any outstanding loans under the Second A&R Concierge Facility. As of September 30, 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 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

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associated with letters of credit and administrative and arrangement fees. The principal amount, if any, is payable in full on March 4, 2026, unless earlier terminated or extended.

The Company has the option to repay the Company’s borrowings, and to permanently reduce the loan commitments in whole or in part, under the Revolving Credit Facility without premium or penalty prior to maturity. As of September 30, 2022, there were no borrowings outstanding under the Revolving Credit Facility and outstanding letters of credit under the Revolving Credit Facility totaled approximately $31.8 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 September 30, 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.

6. Commitments and Contingencies

Legal Proceedings

From time to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the Company’s business, taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim and an estimate of the loss or range of loss, if such an estimate can reasonably be made. Legal costs related to the defense of loss contingencies are expensed as incurred.

Claims or regulatory actions against the Company, whether meritorious or not, could have an adverse impact on the Company due to legal costs, diversion of management resources and other elements. Except as identified with respect to the matters below, the Company does not believe that the outcome of any individual existing legal or regulatory proceeding to which it is a party will have a material adverse effect on its results of operations, financial condition or overall business in each case, taken as a whole.

Realogy Holdings Corp., et al v. Urban Compass, Inc. and Compass Inc.

In July 2019, Realogy Holdings Corp., NRT New York LLC (“Corcoran”) and many of its related entities (collectively, “Plaintiffs”) filed a complaint against the Company in the New York Supreme Court (the "Court"). The complaint alleges various violations of New York and California state law related to claims of unfair competition and seeks unspecified damages. The Company filed a Motion to Dismiss in September 2019. In September 2019, Plaintiffs filed an amended complaint, removing one claim and adding a claim for defamation. In November 2019, the Company moved to compel arbitration related to claims asserted by Corcoran and moved to dismiss all of the counts. In June 2020, the Court denied the motion to dismiss and denied the motion to compel arbitration as moot, granting Plaintiffs leave to amend the complaint as to claims asserted by Corcoran without prejudice to the Defendants' ability to move to compel or dismiss the second amended complaint.

On July 3, 2020, Plaintiffs filed their second amended complaint. On December 18, 2020, the Court denied the Company’s motion to compel arbitration on Plaintiffs’ second amended complaint without prejudice. Defendants’ answer to the second amended complaint and counterclaims were filed on January 28, 2021. Additionally, the Company filed its appeal of the lower Court’s denial of the Company’s motion to dismiss and motion to compel arbitration on February 1, 2021. On June 1, 2021, the First Department affirmed the lower Court’s denial of the Company’s motion to compel arbitration. On September 28, 2022, the Company and Plaintiffs executed an agreement to resolve the matter. During the three months

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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.

Letter of Credit Agreements

The Company has irrevocable letters of credit with various financial institutions, primarily related to security deposits for leased facilities. As of September 30, 2022 and December 31, 2021, the Company was contingently liable for $49.2 million and $54.5 million, respectively, under these letters of credit. As of September 30, 2022, $31.8 million and $17.4 million of these letters of credit were collateralized by the Revolving Credit Facility and cash and cash equivalents, respectively. As of December 31, 2021, $30.3 million and $24.2 million of these letters of credit were collateralized by the Revolving Credit Facility and cash and cash equivalents, respectively.

Escrow and Trust Deposits

As a service to its home buyers and sellers, the Company administers escrow and trust deposits, which represent undistributed amounts for the settlement of real estate transactions. The escrow and trust deposits totaled $186.1 million and $172.1 million as of September 30, 2022 and December 31, 2021, respectively. These deposits are not assets of the Company and therefore are excluded from the accompanying condensed consolidated balance sheets. However, the Company remains contingently liable for the disposition of these deposits.

7. Preferred Stock and Common Stock

Undesignated Preferred Stock

In April 2021, the Company adopted a restated certificate of incorporation, which authorizes the Company to issue up to 25.0 million shares of undesignated preferred stock with a $0.00001 par value per share. As of September 30, 2022, there are no shares of the Company’s preferred stock issued and outstanding.

Common Stock

In February 2021, the Company approved the establishment of Class C common stock and an agreement with the Company’s Chief Executive Officer to exchange his Class A common stock for Class C common stock. On March 31, 2021, in connection with the effectiveness of the registration statement for the Company’s IPO, 15.2 million shares of Class A common stock held by the Company’s Chief Executive Officer were automatically exchanged for an equivalent number of shares of Class C common stock. In addition, any Class A common stock issued to the Company’s Chief Executive Officer from RSU awards granted prior to February 2021 are able to be exchanged for Class C common stock. Each share of Class C common stock is entitled to twenty votes per share and will be convertible at any time into one share of Class A common stock and will automatically convert into Class A common stock under certain “sunset” provisions. Other than certain permitted transfers for estate planning purposes, upon a transfer of Class C common stock, the Class C common stock will automatically convert into Class A common stock.

In April 2021, the Company adopted a restated certificate of incorporation and changed its authorized capital stock to consist of 12,500.0 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. As of September 30, 2022 and December 31, 2021, the Company has three classes of common stock: Class A common stock, Class B common stock and Class C common stock. Each class has par value of $0.00001.

The following tables reflect the authorized, issued and outstanding shares for each of the classes of common stock as of September 30, 2022 and December 31, 2021:


	September 30, 2022
	Shares Authorized	Shares Issued	Shares Outstanding
Class A common stock	12,500,000,000	416,054,008	416,054,008
Class B common stock	1,250,000,000	—	—
Class C common stock	100,000,000	18,014,611	18,014,611
Total	13,850,000,000	434,068,619	434,068,619

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	December 31, 2021
	Shares Authorized	Shares Issued	Shares Outstanding
Class A common stock	12,500,000,000	391,912,514	391,912,514
Class B common stock	1,250,000,000	—	—
Class C common stock	100,000,000	17,355,237	17,355,237
Total	13,850,000,000	409,267,751	409,267,751

Holders of Class A common stock are entitled to one vote per share. Holders of Class B common stock are not entitled to vote. Holders of Class C common stock are entitled to twenty votes per share.

Each share of Class C common stock is convertible at any time at the option of the holder into one share of Class A common stock. Each share of Class C common stock will automatically convert into a share of Class A common stock upon sale or transfer, except for certain permitted transfers.

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.

8. Stock-Based Compensation

2012 Stock Incentive Plan

In October 2012, the Company adopted the 2012 Stock Incentive Plan (the “2012 Plan”). Under the 2012 Plan, employees and non-employees could be granted stock options, RSUs and other stock-based awards, including awards earned in connection with the Agent Equity Program. Generally, these awards were based on stock agreements with a maximum ten-year term for stock options and a maximum seven-year term for RSUs, subject to board approval.

2021 Equity Incentive Plan

In February 2021, the Company’s board of directors and stockholders adopted and approved the 2021 Equity Incentive Plan (the “2021 Plan”), with an initial pool of 29.7 million shares of common stock available for granting stock-based awards plus any reserved shares of common stock not issued or subject to outstanding awards granted under the 2012 Plan. In addition, on January 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. Effective January 1, 2022, the shares available for future grants were increased by an additional 20.5 million shares as a result of the annual increase provision described above. As of September 30, 2022, there were 37.9 million shares available for future grants under the 2021 Plan, inclusive of those shares transferred from the 2012 Plan.

2021 Employee Stock Purchase Plan

In February 2021, the Company’s board of directors and stockholders adopted and approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which authorized purchase rights to the Company’s employees or to employees of its designated affiliates. In addition, on January 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 September 30, 2022, 10.7 million shares of Class A common stock remain available for grant under the ESPP.

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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 three and nine months ended September 30, 2022, the Company issued 0.6 million shares of Class A common stock under the ESPP.

The Company recognized $0.7 million and $1.7 million of stock-based compensation expense related to the ESPP during the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, $0.7 million has been withheld on behalf of employees for a future purchase under the ESPP.

Stock Options

A summary of stock option activity under the 2012 Plan and the 2021 Plan, including 1.1 million stock options that were granted outside of the 2012 Plan in 2019, is presented below (in millions, except share and per share amounts):


	Number of Options	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
Granted	324,128	5.00
Exercised	(3,949,244)	2.15
Forfeited	(3,347,152)	6.89
Balance as of September 30, 2022	47,553,271	$	5.45	6.2	$	8.5
Exercisable and vested at September 30, 2022	35,623,436	$	4.59	5.6	$	8.5

(1)The aggregate intrinsic values have been calculated using the Company’s closing stock prices of $2.32 and $9.09 as of September 30, 2022 and December 31, 2021, respectively.

During the nine months ended September 30, 2022 and 2021, the intrinsic value of options exercised was $20.1 million and $97.6 million, respectively.

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 September 30, 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 condensed consolidated balance sheets was $0.6 million and $0.2 million, respectively, as of September 30, 2022. Amounts recorded are transferred into Common stock and Additional paid-in capital within the condensed consolidated balance sheets as the shares vest. During the nine months ended September 30, 2022, no stock options were early exercised.

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Restricted Stock Units

A summary of RSU activity under the 2012 Plan and the 2021 Plan is presented below:


	Number of Awards	Weighted Average Grant Date Fair Value
Balance as of December 31, 2021	54,517,930	$	10.29
Granted	32,008,264	7.09
Vested and converted to common stock (1)	(23,234,043)	9.05
Forfeited	(16,935,124)	11.26
Balance as of September 30, 2022	46,357,027	$	8.35

(1)During the nine months ended September 30, 2022, the Company net settled all RSUs through which it issued an aggregate of 23.2 million shares of Class A common stock and withheld an aggregate of 3.3 million shares of Class A common stock to satisfy $19.5 million of tax withholding obligations on behalf of the Company’s employees.

Included in the table above are 17.2 million RSUs that only vest upon the satisfaction of both (i) a service-based vesting condition and (ii) the achievement of performance-based vesting conditions that remain outstanding as of September 30, 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 the reference price.

Agent Equity Program

In connection with the 2021 Agent Equity Program, the Company recognized a total of $100.0 million in stock-based compensation expense of which $84.8 million was recognized during the year ended December 31, 2021 and $15.2 million was recognized during the nine months ended September 30, 2022. In February 2022, the Company granted 13.6 million RSUs, which immediately vested and converted to Class A common stock in connection with the 2021 Agent Equity Program. Prior to the issuance of the underlying RSUs, the stock-based compensation expense associated with these awards was recorded as a liability and $100.0 million was ultimately reclassified to Additional paid-in capital at the end of the vesting period when the underlying RSUs were granted.

For the nine months ended September 30, 2022, the Company recognized stock-based compensation expense and an associated liability of $19.4 million in connection with RSUs to be granted as a part of the 2022 Agent Equity Program. The associated liability is recorded within Accrued expenses and other current liabilities in the condensed consolidated balance sheets.

Stock-Based Compensation Expense

Total stock-based compensation expense included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021 is as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Commissions and other related expense	$	12.7	$	26.3	$	36.1	$	82.6
Sales and marketing	10.8		10.3		32.7		27.9
Operations and support	3.9		4.5		12.3		12.3
Research and development	9.4		13.2		45.2		76.2
General and administrative	13.3		16.8		46.8		93.9
Total stock-based compensation expense	$	50.1	$	71.1	$	173.1	$	292.9

As more fully described in Note 1 – “Business and Basis of Presentation”, the Company recognized $148.5 million in stock-based compensation expense in connection with the effectiveness of the Company’s IPO registration statement on

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March 31, 2021. Stock-based compensation expense for the nine months ended September 30, 2021 includes the following amounts related to a one-time acceleration of stock-based compensation expense in connection with the IPO (in millions):


	IPO Related Expense
Commissions and other related expense	$	41.7
Sales and marketing	1.8
Operations and support	3.1
Research and development	46.9
General and administrative	55.0
Total stock-based compensation expense	$	148.5

As of September 30, 2022, unrecognized stock-based compensation expense totaled $367.2 million and is expected to be recognized over a weighted-average period of 2.6 years.

The Company has not recognized any tax benefits from stock-based compensation as a result of the full valuation allowance maintained on its deferred tax assets.

9. Income Taxes

The Company recognized no benefit from income taxes for the three months ended September 30, 2022 and a benefit of $1.4 million for the nine months ended September 30, 2022. Additionally, the Company incurred current tax expense from its operations in India, which was fully offset by a deferred tax benefit for future alternative minimum tax credits. The Company recognized a benefit from income taxes of $1.3 million and $3.3 million, respectively, for the three and nine months ended September 30, 2021.

The Company continues to maintain a full valuation allowance on all domestic net deferred tax assets based on numerous factors including estimated future taxable income and historic profitability.

The Company does not have any amount recorded related to uncertain tax positions as of the period ended September 30, 2022 nor does it expect a substantial increase in the next 12 months. If applicable, the Company recognizes interest and penalties related to uncertain tax positions in the income tax provision.

The U.S. is the Company’s only material tax jurisdiction. The Company is generally no longer subject to U.S. federal examination by the Internal Revenue Service (“IRS”) for years before 2015. The IRS and state taxing authorities can subject the Company to audit dating back to 2012 when the Company begins to utilize its net operating loss carryforwards.

10. Net Loss Per Share Attributable to Compass, Inc.

The Company computes net loss per share under the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock, Class B common stock and Class C common stock are substantially identical, other than voting rights. Accordingly, the net loss per share attributable to Compass, Inc. will be the same for Class A common stock, Class B common stock and Class C common stock on an individual or combined basis.

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The following table sets forth the computation of basic and diluted net loss per share attributable to Compass, Inc. (in millions, except share and per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator:
Net loss attributable to Compass, Inc.	$	(154.2)	$	(99.8)	$	(443.4)	$	(319.3)
Denominator:
Weighted-average number of shares outstanding used to compute net loss per share attributable to Compass, Inc., basic and diluted	432,459,739		392,979,596		425,338,530		300,303,624
Net loss per share attributable to Compass, Inc., basic and diluted	$	(0.36)	$	(0.25)	$	(1.04)	$	(1.06)

The following participating securities were excluded from the computation of diluted net loss per share attributable to Compass, Inc. for the periods presented, because including them would have been anti-dilutive (on an as-converted basis):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021

Outstanding stock options	47,553,271	58,488,132	47,553,271	58,488,132
Outstanding RSUs	46,357,027	59,482,502	46,357,027	59,482,502
Shares subject to the Employee Stock Purchase Plan	733,515	—	733,515	—
Unvested early exercised stock options	135,360	1,181,720	135,360	1,181,720
Unvested common stock	156,252	574,926	156,252	574,926
Total	94,935,425	119,727,280	94,935,425	119,727,280

11. Compass Concierge Receivables and Allowance for Credit Losses

In 2018, the Company launched the Compass Concierge Program for home sellers who have engaged Compass as their exclusive listing agent. The initial program 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 the three months ended September 30, 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 allowance for credit losses (“ACL”) in the accompanying condensed consolidated balance sheets. For the three and nine months ended September 30, 2022 and 2021, the Company did not recognize any revenue or earn any fees from the Compass Concierge program. The Company incurs service fees payable to the Lender and incurs bad debt expense in connection with the Compass Concierge program.

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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 September 30, 2022 and December 31, 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) the termination of a listing agreement or (iii) 12 months from the date costs were originally funded), the Company establishes an estimate as to the percentage of underlying properties that will be sold based on historical data. This estimate is updated as of the end of each reporting period.

Allowance for credit losses

The Company maintains an ACL for the expected credit losses over the contractual life of the Concierge Receivables. The amount of ACL is based on ongoing, quarterly assessments by management. Historical loss experience is generally the starting point when the Company estimates the expected credit losses. The Company then considers whether (i) current conditions, such as the impact of COVID-19 and related economic uncertainty surrounding the pandemic, (ii) future economic conditions and (iii) any potential changes in the Compass Concierge Program that are reasonable and supportable would impact its ACL. The following table summarizes the activity of the ACL for Concierge Receivables for the three and nine months ended September 30, 2022 (in millions):


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Beginning of period	$	16.3	$	17.3
Allowances	0.2		1.8
Net write-offs and other	(0.9)		(3.5)
End of period	$	15.6	$	15.6

Aging Status

The Company generally considers Concierge Receivables to be past due after being outstanding for over 30 days after the initial billing. Changes in the Company’s estimate to the ACL are recorded through bad debt expense as Sales and marketing expense in the condensed consolidated statements of operations and individual accounts are charged against the allowance when all reasonable collection efforts are exhausted. The following table presents the aging analysis of Concierge Receivables as of September 30, 2022 (in millions):


	September 30, 2022
Current	$	69.4
31-90 days past due	1.7
Over 90 days past due	4.7
Total	$	75.8

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12. Restructuring Activities

During the three months ended June 30, 2022, the Company enacted certain workforce reductions previously disclosed and began winding down Modus Technologies, Inc. (“Modus”), a wholly-owned title and escrow software company, and during the three months ended September 30, 2022, the Company took additional smaller non-material workforce reduction actions and committed to and communicated an additional separate workforce reduction (collectively, the "Workforce Reductions"). The Workforce Reductions are part of a broader plan by the Company to take meaningful actions to improve the alignment between the Company’s organizational structure and its long-term business strategy, drive cost efficiencies enabled by the Company’s technology and other competitive advantages and continue to drive toward profitability and positive free cash flow. 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 three and nine months ended September 30, 2022, the Company incurred restructuring costs of $29.0 million and $47.9 million, respectively, 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 condensed consolidated statements of operations. The Company incurred additional non-cash charges of approximately $0.9 million and $7.1 million, respectively, for the three and nine months ended September 30, 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 condensed consolidated statements of operations.

The following table summarizes the total costs incurred in connection with the Company's restructuring activities taken during the three and nine months ended September 30, 2022 (in millions):


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Severance related personnel costs	$	25.2	$	40.0
Lease termination costs	3.5		7.4
Accelerated amortization of intangible assets	—		4.6
Write-down of fixed assets	0.9		2.5
Other restructuring activities	0.3		0.5
Total expense	$	29.9	$	55.0

The total costs incurred in connection with the Company's restructuring activities taken during the three and nine months ended September 30, 2022 were included in the condensed consolidated statements of operations as follows (in millions):


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Restructuring costs	$	29.0	$	47.9
Depreciation and amortization	0.9		7.1
Total expense	$	29.9	$	55.0

As of September 30, 2022, the Company's remaining liability related to restructuring activities was $18.3 million, primarily related to unpaid severance costs, which is included in Accrued expenses and other current liabilities in the condensed consolidated balance sheet. The majority of the remaining liability as of September 30, 2022 is expected to be paid by December 31, 2022.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report and our audited consolidated financial statements and the related notes and the discussion under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the year ended December 31, 2021 included in the 2021 Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause or contribute to these differences include, but are not limited to, those discussed in the section entitled “Special Note Regarding Forward-Looking Statements”. You should review the disclosure under the section entitled “Risk Factors” in Part I, Item 1A, “Risk Factors” in our 2021 Form 10-K for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.

OVERVIEW

Management’s discussion and analysis of financial condition and results of operations, or MD&A, is provided as a supplement to the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report and is intended to provide an understanding of our results of operations, financial condition and changes in our results of operations and financial condition. Our MD&A is organized as follows:

•Introduction. This section provides a general description of our company and its business, recent developments affecting our company and discussions of how seasonal factors, the COVID-19 pandemic and macroeconomic conditions may impact our results.

•Results of Operations. This section provides our analysis and outlook for the significant line items on our statements of operations, as well as other information that we deem meaningful to understand our results of operations on a consolidated basis.

•Key Business Metrics and Non-GAAP Financial Measures. This section provides a discussion of key business metrics and non-GAAP financial measures we use to evaluate our business and measure our performance, in addition to the measures presented in our condensed consolidated financial statements.

•Liquidity and Capital Resources. This section provides an analysis of our liquidity and cash flows, as well as a discussion of our commitments that existed as of September 30, 2022.

•Critical Accounting Estimates and Policies. This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective and often complex judgments in making estimates and assumptions.

•Recent Accounting Pronouncements. This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by our company or may be adopted in the future.

INTRODUCTION

Our Company

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 of the Company approved a change to the Company’s name from Urban Compass, Inc. to Compass, Inc.

Our Business and Business Model

We are a technology-enabled brokerage that provides an end-to-end platform of software, services and support to empower our residential real estate agents to deliver exceptional service to seller and buyer clients. Real estate agents are themselves business owners, and Compass agents utilize the platform to grow their respective businesses, save time and manage their business more effectively. Our platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service, brokerage services and other critical functionality, all custom-built for the real estate industry and enabling our 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.

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Our business model is directly aligned with the success of our agents. We attract agents to our brokerage and partner with them as independent contractors who affiliate their real estate licenses with us, operating their businesses on our platform and under our brand. We currently generate substantially all of our revenue from commissions paid by clients at the time that a home is transacted, which agents use to assist home sellers and buyers in listing, marketing, selling and finding homes as well as through the provision of services adjacent to the transaction, such as title, escrow and mortgage. While adjacent services comprise a small portion of our revenue to date, we are well-positioned to capture meaningful revenue from adjacent services as we continue to expand and diversify our offerings within the real estate ecosystem.

Update Related to the Restructuring Activities

During the three months ended June 30, 2022, we enacted certain workforce reductions previously disclosed and began winding down Modus and during the three months ended September 30, 2022, we took additional smaller non-material workforce reduction actions and committed to and communicated an additional separate workforce reduction (collectively, the "Workforce Reductions"). The Workforce Reductions are part of a broader plan to take meaningful actions to improve the alignment between our organizational structure and our long-term business strategy, drive cost efficiencies enabled by our 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 three and nine months ended September 30, 2022, we incurred restructuring costs of $29.0 million and $47.9 million, respectively, 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 condensed consolidated statements of operations. We incurred additional non-cash charges of approximately $0.9 million and $7.1 million, respectively, for the three and nine months ended September 30, 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 condensed consolidated statements of operations.

Initial Public Offering

On April 6, 2021, we completed our IPO and our 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, we issued and sold 26.3 million shares of our Class A common stock at a public offering price of $18.00 per share. We received aggregate proceeds of $438.7 million from the IPO, net of the underwriting discount and offering costs of approximately $11.0 million.

On March 31, 2021, in connection with the effectiveness of the IPO Registration Statement, we recognized $148.5 million in stock-based compensation expense for (i) certain restricted stock units ("RSUs") that contained both service-based and liquidity event-based vesting conditions as the liquidity event-based vesting condition was satisfied upon effectiveness of the IPO Registration Statement and (ii) certain stock options and RSU awards with service, performance and market-based vesting conditions that include stock price targets to be met after the listing of our stock on a public exchange.

Operational Highlights for the three months ended September 30, 2022

We continue to attract and retain the most talented agents to our platform, which is critical to our long-term success. We grow our revenue by attracting high-performing agents looking to grow their business and increasing the productivity of our agents. While we are not investing in technology at the same rate as in the past, we continue to invest in our proprietary, integrated platform designed for real estate agents, to enable them to grow their business and save them time and money. This value proposition allows us to recruit more agents, help them grow their business and retain them on our platform at industry leading retention rates.

We had over 29,000 agents on our platform as of September 30, 2022. A subset of our agents are considered principal agents, which we define as either agents who are leaders of their respective agent teams or individual agents operating independently on our platform.

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For the three months ended September 30, 2022, the Average Number of Principal Agents1 was 13,314, an increase of 1,698, or 14.6%, from the three months ended September 30, 2021. The principal agent additions came in both new and existing markets.

During the three months ended September 30, 2022, our agents closed 54,606 Total Transactions1, a decrease of 12.4% when compared to the three months ended September 30, 2021. The decline was primarily driven by the macroeconomic conditions that contributed to the slowdown in the U.S. residential real estate market. See the section entitled “Impact of the Macroeconomic Conditions on the U.S. Residential Real Estate Market and Our Business - Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more details surrounding these macroeconomic conditions.

Our Gross Transaction Value1 for the three months ended September 30, 2022 was $57.3 billion, a decrease of 17.1% when compared to the three months ended September 30, 2021. Gross Transaction Value is primarily driven by home values in the markets we serve and by changes in the number of our agents in those markets, as well as seasonality and the aforementioned macroeconomic factors.

For the three months ended September 30, 2022, our Gross Transaction Value represented 4.2%2 of residential real estate transacted in the U.S., compared to 4.3% for the three months ended September 30, 2021. We calculate our national market share by dividing our Gross Transaction Value, or the total dollar value of transactions closed by agents on our platform, by two times (to account for the sell-side and buy-side of each transaction) the aggregate dollar value of U.S. existing home sales as reported by the National Association of Realtors ("NAR"). Should we elect to resume expansion into new markets in the future, faster data integration and ingestion, more efficient agent onboarding, and the ability to customize our solutions to local market requirements will allow us to enter new markets more quickly and effectively over time. We have a dedicated expansion team responsible for launching new markets that partners closely with our enterprise sales team to rapidly identify talented agents in each new market. The priority with which we enter new markets will be based on the addressable size of each market, agent feedback and local market dynamics, and improvement of macroeconomic conditions. Expansion within existing markets is particularly cost efficient as we are able to leverage existing infrastructure, personnel and our agent network.

Seasonality and Cyclicality

The residential real estate market is seasonal, which directly impacts our agents’ businesses. While individual markets may vary, transaction volume is typically highest in spring and summer, and then declines gradually in late fall and winter. We experience the most significant financial effect from this seasonality in the first and fourth quarters of each year, when our revenue is typically lower relative to the second and third quarters. The effect of this seasonality on our revenue has a larger effect on our results of operations as many of our operating expenses (excluding commissions) are somewhat fixed in nature and do not vary directly in line with our revenue. We believe that this seasonality has affected and will continue to affect our quarterly results; however, to date its effect may have been masked by our rapid growth.

The broader residential real estate industry is cyclical, and individual markets can have their own dynamics that diverge from broad market conditions. The real estate industry can be impacted by the strength or weakness of the economy, changes in interest rates or mortgage lending standards, or extreme economic or political conditions. Our revenue growth rate tends to increase as the real estate industry performs well and to decrease when the real estate industry performs poorly.

1For the definitions of Average Number of Principal Agents, Total Transactions and Gross Transaction Value please refer to the section entitled “Key Business Metrics” included elsewhere in this Quarterly Report.

2 On July 21, 2022, NAR restated monthly average (mean) sales prices ("ASP") of existing homes from January 2020 through June 2022 to reflect their change in methodology to better account for outliers of high priced homes noting that the monthly average (mean) sales prices are NAR's best estimates and given the outliers, they are less reliable. This resulted in higher monthly ASP of existing homes than what was reported prior and increases in total market Gross Transaction Value than what was reported prior. As a result of the changes in the NAR methodology, our previously reported national market share for the three months ended September 30, 2021 changed from 5.4% to 4.3%. Our national market share for the three months ended September 30, 2022 and 2021 reported in this Form 10-Q was calculated using ASP data based on the updated NAR methodology.

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Impact of the COVID-19 Pandemic on Our Business

The ongoing COVID-19 pandemic has had, and continues to have, an impact around the world, including in the U.S. and has had an adverse impact on the residential real estate market during its early days. While we did not see adverse impacts of the COVID-19 pandemic on our business and financial results in the three and nine months ended September 30, 2022, the extent of the future impact of the ongoing COVID-19 pandemic on our business and financial results will depend largely on future developments, which are highly uncertain and difficult to predict. See the section entitled “Risk Factors—Risks Related to Our Business and Operations—The extent of the future impact of the ongoing COVID-19 pandemic on our business and financial results will depend largely on future developments, which are highly uncertain and difficult to predict” included in the 2021 Form 10-K.

Impact of the Macroeconomic Conditions on the U.S. Residential Real Estate Market and Our Business

Throughout 2022, a number of macroeconomic conditions contributed to the slowdown in the U.S. residential real estate market, impacting our business and financial results during the three and nine months ended September 30, 2022, as described in more detail in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These conditions include, but are not limited to, the conflict in Ukraine, volatility in the U.S. equity markets, rising inflation, rapidly rising mortgage interest rates, and the Federal Reserve Board increasing the federal funds rate by an aggregate of 3.75% through November 2022 with possible further increases by the end of the year. These conditions have contributed towards slowed consumer demand and declining home affordability and began to have an impact on price appreciation. Any further slowdown or additional challenging conditions in the U.S. residential real estate market could have a significant impact on our business and financial results in the fourth quarter of 2022 and beyond. While we continue to assess the effects of the current slowdown on our business and financial results, the ultimate impact will depend on future developments, which are highly uncertain and difficult to predict, as well as the actions that we have taken, or will take, to minimize any current and future impact.

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RESULTS OF OPERATIONS

The following table sets forth our consolidated statements of operations data for the periods indicated:


	Three Months Ended September 30,								Nine Months Ended September 30,
	2022				2021				2022				2021
	(in millions, except percentages)
Revenue	$	1,493.7	100.0	%	$	1,743.6	100.0	%	$	4,910.8	100.0	%	$	4,808.9	100.0	%
Operating expenses:
Commissions and other related expense (1)	1,218.0		81.5		1,430.6		82.0		4,017.3		81.8		3,963.2		82.4
Sales and marketing (1)	144.4		9.7		130.6		7.5		444.3		9.0		366.2		7.6
Operations and support (1)	95.1		6.4		97.0		5.6		308.9		6.3		263.7		5.5
Research and development (1)	81.5		5.5		89.7		5.1		296.9		6.0		259.8		5.4
General and administrative (1)	56.5		3.8		79.5		4.6		167.0		3.4		231.8		4.8
Restructuring costs	29.0		1.9		—		—		47.9		1.0		—		—
Depreciation and amortization	21.0		1.4		16.7		1.0		65.1		1.3		45.1		0.9
Total operating expenses	1,645.5		110.2		1,844.1		105.8		5,347.4		108.9		5,129.8		106.7
Loss from operations	(151.8)		(10.2)		(100.5)		(5.8)		(436.6)		(8.9)		(320.9)		(6.7)
Investment income, net	1.1		0.1		0.1		—		1.5		—		0.1		—
Interest expense	(0.9)		(0.1)		(0.7)		—		(2.3)		—		(1.8)		—
Loss before income taxes and equity in loss of unconsolidated entity	(151.6)		(10.1)		(101.1)		(5.8)		(437.4)		(8.9)		(322.6)		(6.7)
Benefit from income taxes	—		—		1.3		0.1		1.4		—		3.3		0.1
Equity in loss of unconsolidated entity	(2.5)		(0.2)		—		—		(7.5)		(0.2)		—		—
Net loss	(154.1)		(10.3)		(99.8)		(5.7)		(443.5)		(9.0)		(319.3)		(6.6)
Net (income) loss attributable to non-controlling interests	(0.1)		—		—		—		0.1		—		—		—
Net loss attributable to Compass, Inc.	$	(154.2)	(10.3	%)	$	(99.8)	(5.7	%)	$	(443.4)	(9.0	%)	$	(319.3)	(6.6	%)

(1)Includes stock-based compensation expense as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Commissions and other related expense	$	12.7	$	26.3	$	36.1	$	82.6
Sales and marketing	10.8		10.3		32.7		27.9
Operations and support	3.9		4.5		12.3		12.3
Research and development	9.4		13.2		45.2		76.2
General and administrative	13.3		16.8		46.8		93.9
Total stock-based compensation expense	$	50.1	$	71.1	$	173.1	$	292.9

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Stock-based compensation for the nine months ended September 30, 2021 includes the following amounts related to a one-time acceleration of stock-based compensation expense in connection with the IPO:


	IPO Related Expense
Commissions and other related expense	$	41.7
Sales and marketing	1.8
Operations and support	3.1
Research and development	46.9
General and administrative	55.0
Total stock-based compensation expense	$	148.5

Comparison of the Three and Nine Months Ended September 30, 2022 and 2021

Revenue


	Three Months Ended September 30,								Nine Months Ended September 30,
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
	(in millions, except percentages)
Revenue	$	1,493.7	$	1,743.6	$	(249.9)	(14.3	%)	$	4,910.8	$	4,808.9	$	101.9	2.1	%

Revenue was $1,493.7 million and $4,910.8 million during the three and nine months ended September 30, 2022, a decrease of $249.9 million, or 14.3%, and an increase of $101.9 million, or 2.1%, compared to the prior year periods, respectively. The decrease for the three months ended September 30, 2022 was primarily driven by the macroeconomic conditions that contributed to the current slowdown in the U.S. residential real estate market. The increase for the nine months ended September 30, 2022 was primarily driven by an increase in the number of agents that joined our platform during 2021 and 2022, a higher volume of transactions from both new and existing agents, partially offset by the aforementioned macroeconomic conditions. The Average Number of Principal Agents for the three and nine months ended September 30, 2022 grew to 13,314 and 12,956, increases of 14.6% and 21.2% from the year ago periods, respectively.

Operating Expenses

Commissions and other related expense


	Three Months Ended September 30,										Nine Months Ended September 30,
	2022			2021			$ Change		% Change		2022			2021			$ Change		% Change
	(in millions, except percentages)
Commissions and other related expense	$	1,218.0		$	1,430.6		$	(212.6)	(14.9	%)	$	4,017.3		$	3,963.2		$	54.1	1.4	%
Percentage of revenue	81.5		%	82.0		%					81.8		%	82.4		%

Commissions and other related expense was $1,218.0 million and $4,017.3 million during the three and nine months ended September 30, 2022, a decrease of $212.6 million, or 14.9%, and an increase of $54.1 million, or 1.4%, compared to the prior year periods, respectively. Included in Commissions and other related expense were non-cash expenses related to stock-based compensation of $12.7 million and $36.1 million for the three and nine months ended September 30, 2022 and $26.3 million and $82.6 million for the three and nine months ended September 30, 2021, respectively. The decline in stock-based compensation expense for the three months ended September 30, 2022 when compared to the prior year period was primarily due to lower agent participation in the Agent Equity Program. The decline in stock-based compensation expense for the nine months ended September 30, 2022 when compared to the nine months ended September 30, 2021 was primarily related to a one-time acceleration of stock-based compensation expense of $41.7 million incurred on March 31, 2021 in connection with our IPO and a decline in year over year agent participation in the Agent Equity Program. Commissions and other related expense excluding such non-cash stock-based compensation expense, was $1,205.3 million and $3,981.2 million, or 80.7% and 81.1% of revenue, for the three and nine months ended September 30, 2022 and $1,404.3 million and $3,880.6 million, or 80.5% and 80.7% of revenue, for the three and nine months ended September 30, 2021, respectively. The decrease in absolute dollars of Commission and other related expense, excluding non-cash stock-based compensation, for the three months ended

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September 30, 2022 when compared to the prior year period was primarily driven by the macroeconomic conditions that contributed to the slowdown in the U.S. residential real estate market. The increase in absolute dollars of Commissions and other related expense, excluding non-cash stock-based compensation, for the nine months ended September 30, 2022 was primarily driven by our higher revenue and Total Transactions partially offset by the macroeconomic conditions that contributed to the slowdown in the U.S. residential real estate market. The unfavorable increase in Commissions and other related expense, excluding non-cash stock-based compensation expense, expressed as a percentage of revenue in the three and nine months ended September 30, 2022 as compared to the three and nine months ended September 30, 2021, respectively, was primarily due to lower Agent Equity Program contributions in the current year periods compared to the year ago periods.

Sales and marketing


	Three Months Ended September 30,										Nine Months Ended September 30,
	2022			2021			$ Change		% Change		2022			2021			$ Change		% Change
	(in millions, except percentages)
Sales and marketing	$	144.4		$	130.6		$	13.8	10.6	%	$	444.3		$	366.2		$	78.1	21.3	%
Percentage of revenue	9.7		%	7.5		%					9.0		%	7.6		%

Sales and marketing expense was $144.4 million and $444.3 million during the three and nine months ended September 30, 2022, an increase of $13.8 million, or 10.6%, and $78.1 million, or 21.3%, compared to the prior year periods, respectively. Included in Sales and marketing expense were non-cash expenses related to stock-based compensation of $10.8 million and $32.7 million for the three and nine months ended September 30, 2022 and $10.3 million and $27.9 million for the three and nine months ended September 30, 2021, respectively. While stock-based compensation expense for the three month periods ended September 30, 2022 and 2021 remained relatively flat, the increase in stock-based compensation expense during the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021 was due to expense for awards related to increased headcount partially offset by a one-time acceleration of stock-based compensation expense of $1.8 million incurred on March 31, 2021 in connection with our IPO. Sales and marketing expense, excluding non-cash stock-based compensation expense, was $133.6 million and $411.6 million, or 8.9% and 8.4% of revenue, for the three and nine months ended September 30, 2022 and $120.3 million and $338.3 million, or 6.9% and 7.0% of revenue, for the three and nine months ended September 30, 2021, respectively. The increase in absolute dollars and as a percentage of revenue, excluding non-cash stock-based compensation expense, during the three and nine months ended September 30, 2022 as compared to the three and nine months ended September 30, 2021 was partially due to an increase in occupancy costs, compensation and other personnel-related costs due to increased headcount and increased agent marketing and advertising.

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Operations and support


	Three Months Ended September 30,										Nine Months Ended September 30,
	2022			2021			$ Change		% Change		2022			2021			$ Change		% Change
	(in millions, except percentages)
Operations and support	$	95.1		$	97.0		$	(1.9)	(2.0	%)	$	308.9		$	263.7		$	45.2	17.1	%
Percentage of revenue	6.4		%	5.6		%					6.3		%	5.5		%

Operations and support expense was $95.1 million and $308.9 million during the three and nine months ended September 30, 2022, a decrease of $1.9 million, or 2.0%, and an increase of $45.2 million, or 17.1%, compared to the prior year periods, respectively. Included in Operations and support expense were non-cash expenses related to stock-based compensation of $3.9 million and $12.3 million for the three and nine months ended September 30, 2022 and $4.5 million and $12.3 million for the three and nine months ended September 30, 2021, respectively. Excluding a one-time acceleration of stock-based compensation expense of $3.1 million incurred on March 31, 2021 in connection with our IPO, stock-based compensation expense remained flat year over year. Operations and support expense excluding such non-cash stock-based compensation expense was $91.2 million and $296.6 million, or 6.1% and 6.0% of revenue, for the three and nine months ended September 30, 2022 and $92.5 million and $251.4 million, or 5.3% and 5.2% of revenue, for the three and nine months ended September 30, 2021, respectively. During the three months ended September 30, 2022, Operations and support, excluding non-cash stock-based compensation expense, remained relatively flat when compared to the prior year period. The increase in absolute dollars, excluding such non-cash stock-based compensation expense, during the nine months ended September 30, 2022 was primarily driven by an increase in compensation and other personnel-related costs due to increased headcount. The increase as a percentage of revenue, excluding such non-cash stock-based compensation expense, for both the three and nine months ended September 30, 2022 was primarily driven by an increase in compensation and other personnel-related costs due to increased headcount compared to the year ago periods combined with a decrease in revenue for the three months ended September 30, 2022 compared to the year ago period.

Research and development


	Three Months Ended September 30,										Nine Months Ended September 30,
	2022			2021			$ Change		% Change		2022			2021			$ Change		% Change
	(in millions, except percentages)
Research and development	$	81.5		$	89.7		$	(8.2)	(9.1	%)	$	296.9		$	259.8		$	37.1	14.3	%
Percentage of revenue	5.5		%	5.1		%					6.0		%	5.4		%

Research and development expense was $81.5 million and $296.9 million during the three and nine months ended September 30, 2022, a decrease of $8.2 million, or 9.1%, and an increase of $37.1 million, or 14.3%, compared to the prior year periods, respectively. Included in Research and development expense were non-cash expenses related to stock-based compensation of $9.4 million and $45.2 million for the three and nine months ended September 30, 2022 and $13.2 million and $76.2 million for the three and nine months ended September 30, 2021, respectively. The decrease in stock-based compensation expense for the three months ended September 30, 2022 as compared to the three months ended September 30, 2021 was primarily driven by workforce reductions taken in connection with our restructuring activities. The decrease in stock-based compensation expense for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021 was primarily due to a one-time acceleration of stock-based compensation expense of $46.9 million incurred on March 31, 2021 in connection with our IPO, partially offset by increased expense for awards resulting from increased headcount. Research and development expense, excluding such non-cash stock-based compensation expense, was $72.1 million and $251.7 million, or 4.8% and 5.1% of revenue, for the three and nine months ended September 30, 2022 and $76.5 million and $183.6 million, or 4.4% and 3.8% of revenue, for the three and nine months ended September 30, 2021, respectively. While Research and development expense, excluding non-cash stock-based compensation expense, for the three month periods ended September 30, 2022 and 2021 remained relatively flat, the increase of Research and development expense, excluding non-cash stock-based compensation expense, in absolute dollars and as a percentage of revenue during the nine months ended September 30, 2022 was primarily driven by an increase in compensation and other personnel-related costs due to increased headcount during the nine months ended September 30, 2022.

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General and administrative


	Three Months Ended September 30,										Nine Months Ended September 30,
	2022			2021			$ Change		% Change		2022			2021			$ Change		% Change
	(in millions, except percentages)
General and administrative	$	56.5		$	79.5		$	(23.0)	(28.9	%)	$	167.0		$	231.8		$	(64.8)	(28.0	%)
Percentage of revenue	3.8		%	4.6		%					3.4		%	4.8		%

General and administrative expense was $56.5 million and $167.0 million during the three and nine months ended September 30, 2022, a decrease of $23.0 million, or 28.9%, and $64.8 million, or 28.0%, compared to the prior year periods, respectively. General and administrative expense includes charges of $10.5 million in connection with the Realogy Holdings Corp. matter and $21.3 million in connection with the Avi Dorfman and RentJolt, Inc. matter (collectively, the "Litigation Matters") for the three and nine months ended September 30, 2022 and 2021, respectively. Also included in General and administrative expense were non-cash expenses related to stock-based compensation of $13.3 million and $46.8 million for the three and nine months ended September 30, 2022 and $16.8 million and $93.9 million for the three and nine months ended September 30, 2021, respectively. While stock-based compensation expense for the three months ended September 30, 2022 compared to the year ago period in 2021 remained relatively flat, the decrease in stock-based compensation expense for the nine months ended September 30, 2022 as compared to the year ago period was primarily due to a one-time acceleration of stock-based compensation expense of $55.0 million incurred on March 31, 2021 in connection with our IPO partially offset by increased expense for awards resulting from increased headcount. General and administrative expense, excluding such non-cash stock-based compensation expense and the Litigation Matters, was $32.7 million and $109.7 million, or 2.2% and 2.2% of revenue, for the three and nine months ended September 30, 2022 and $41.4 million and $116.6 million, or 2.4% and 2.4% of revenue, for the three and nine months ended September 30, 2021, respectively. The decrease in absolute dollars and as a percentage of revenue, excluding such non-cash stock-based compensation expense and the Litigation Matters, during the three and nine months ended September 30, 2022 as compared to the three and nine months ended September 30, 2021 was primarily due to our cost reduction initiatives taken during the nine months ended September 30, 2022.

Restructuring costs


	Three Months Ended September 30,										Nine Months Ended September 30,
	2022			2021			$ Change		% Change		2022			2021			$ Change		% Change
	(in millions, except percentages)
Restructuring costs	$	29.0		$	—		$	29.0	100.0	%	$	47.9		$	—		$	47.9	100.0	%
Percentage of revenue	1.9		%	—		%					1.0		%	—		%

Restructuring costs in the three and nine months ended September 30, 2022 primarily consisted of costs associated with workforce reduction actions and the wind-down of Modus. See Note 12 - "Restructuring Activities" in our condensed consolidated financial statements included elsewhere in this Quarterly Report, for information.

Depreciation and amortization


	Three Months Ended September 30,										Nine Months Ended September 30,
	2022			2021			$ Change		% Change		2022			2021			$ Change		% Change
	(in millions, except percentages)
Depreciation and amortization	$	21.0		$	16.7		$	4.3	25.7	%	$	65.1		$	45.1		$	20.0	44.3	%
Percentage of revenue	1.4		%	1.0		%					1.3		%	0.9		%

Depreciation and amortization expense increased by $4.3 million, or 25.7%, and $20.0 million, or 44.3%, for the three and nine months ended September 30, 2022 compared to the three and nine months ended September 30, 2021, respectively. These increases were primarily driven by an increase in the amortization of intangible assets related to the impact of acquisitions completed during the year ended December 31, 2021 and incremental depreciation of recent capital expenditures.

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Investment income, net


	Three Months Ended September 30,								Nine Months Ended September 30,
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
	(in millions, except percentages)
Investment income, net	$	1.1	$	0.1	$	1.0	1000.0	%	$	1.5	$	0.1	$	1.4	1400.0	%

Investment income, net has increased slightly during the three and nine months ended September 30, 2022 and 2021 as a result of increased average interest rates on our short-term interest-bearing investments.

Interest expense


	Three Months Ended September 30,								Nine Months Ended September 30,
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
	(in millions, except percentages)
Interest expense	$	(0.9)	$	(0.7)	$	(0.2)	28.6	%	$	(2.3)	$	(1.8)	$	(0.5)	27.8	%

Interest expense was $0.9 million and $2.3 million for the three and nine months ended September 30, 2022, respectively. This amount was driven by the interest expense incurred on both our Concierge Facility and Revolving Credit Facility, including the commitment fees related to the available borrowing capacities on such facilities.

Benefit from income taxes


	Three Months Ended September 30,								Nine Months Ended September 30,
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
	(in millions, except percentages)
Benefit from income taxes	$	—	$	1.3	$	(1.3)	(100.0	%)	$	1.4	$	3.3	$	(1.9)	(57.6	%)

Benefit from income taxes decreased by $1.3 million for the three months ended September 30, 2022 compared to the three months ended September 30, 2021. For the nine months ended September 30, 2022, Benefit from income taxes decreased by $1.9 million when compared to the nine months ended September 30, 2021. These decreases resulted from a reduction in current year acquisition related activities.

Equity in loss of unconsolidated entity


	Three Months Ended September 30,								Nine Months Ended September 30,
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
	(in millions, except percentages)
Equity in loss of unconsolidated entity	$	(2.5)	$	—	$	(2.5)	100.0	%	$	(7.5)	$	—	$	(7.5)	100.0	%

During the three and nine months ended September 30, 2022, Equity in losses of unconsolidated entity was $2.5 million and $7.5 million, respectively, from our joint venture, which was formed in July 2021.

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KEY BUSINESS METRICS AND NON-GAAP FINANCIAL MEASURES

In addition to the measures presented in our condensed consolidated financial statements, we use the following key business metrics and non-GAAP financial measures to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Total Transactions	54,606		62,349		168,819		168,360
Gross Transaction Value (in billions)	$	57.3	$	69.1	$	187.8	$	189.9
Average Number of Principal Agents	13,314		11,616		12,956		10,686
Net loss attributable to Compass, Inc. (in millions)	$	(154.2)	$	(99.8)	$	(443.4)	$	(319.3)
Net loss attributable to Compass, Inc. margin	(10.3%)		(5.7%)		(9.0%)		(6.6%)
Adjusted EBITDA(1) (in millions)	$	(42.2)	$	12.2	$	(134.7)	$	52.9
Adjusted EBITDA margin(1)	(2.8%)		0.7%		(2.7%)		1.1%

(1)Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. For more information regarding our use of these measures and a reconciliation of Net loss attributable to Compass, Inc. to Adjusted EBITDA, see the section titled “—Non-GAAP Financial Measures” below.

Key Business Metrics

Total Transactions

Total Transactions is a key measure of the scale of our platform, which drives our financial performance. We define Total Transactions as the sum of all transactions closed on our platform in which our agent represented the buyer or seller in the purchase or sale of a home. We include a single transaction twice when one or more of our agents represent both the buyer and seller in any given transaction. This metric excludes rental transactions.

Our Total Transactions for the three months ended September 30, 2022 declined to 54,606, or 12.4%, and slightly increased during the nine months ended September 30, 2022 to 168,819, or 0.3%, from the year ago periods, respectively. The decline for the three months ended September 30, 2022 was primarily driven by the macroeconomic conditions that contributed to the slowdown in the U.S. residential real estate market while the nine months ended September 30, 2022 has slightly increased as we recruited new agents in both existing and new markets, retained top-performing agents and existing agents increased their productivity on our platform.

Gross Transaction Value

Gross Transaction Value is a key measure of the scale of our platform and success of our agents, which ultimately impacts revenue. Gross Transaction Value is the sum of all closing sale prices for homes transacted by agents on our platform. We include the value of a single transaction twice when our agents serve both the home buyer and home seller in the transaction. This metric excludes rental transactions.

Gross Transaction Value is primarily driven by home values in the markets we serve and by changes in the number of our agents in those markets, as well as seasonality and macroeconomic factors.

Our Gross Transaction Value for the three and nine months ended September 30, 2022 was $57.3 billion and $187.8 billion, representing decreases of 17.1% and 1.1% from the year ago periods, respectively. The decline for the three months ended September 30, 2022 was primarily driven by the macroeconomic conditions that contributed to the slowdown in the U.S. residential real estate market while the nine months ended September 30, 2022 only slightly decreased as the macroeconomic conditions were partially offset by production from new agents in both existing and new markets, the retention of top-performing agents and existing agents increasing their productivity on our platform.

Average Number of Principal Agents

The Average Number of Principal Agents represents the number of agents who are leaders of their respective agent teams or individual agents operating independently on our platform during a given period. The Average Number of Principal Agents is

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an indicator of the potential future growth of our business, as well as the size and strength of our platform. This figure is calculated by taking the average of the number of principal agents at the end of each month included in the period. We use the Average Number of Principal Agents, in combination with our other key metrics such as Total Transactions and Gross Transaction Value, as a measure of agent productivity.

Our Average Number of Principal Agents for the three and nine months ended September 30, 2022 was 13,314 and 12,956, representing increases of 14.6% and 21.2% from the year ago periods, respectively. Our principal agents generate revenue across a diverse set of real estate markets in the U.S.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA margin

Adjusted EBITDA is a non-GAAP financial measure that represents our Net loss attributable to Compass, Inc. adjusted for depreciation and amortization, investment income, net, interest expense, stock-based compensation expense, income tax (expense) benefit and other items. During the periods presented, other items included (i) restructuring charges associated with lease termination and severance costs, (ii) acquisition-related expenses related to adjustments to the fair value of contingent consideration and acquisition consideration treated as compensation expense over underlying retention periods and (iii) litigation charges in connection with the Realogy Holdings Corp. matter and the Avi Dorfman and RentJolt, Inc. matter. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue.

We use Adjusted EBITDA and Adjusted EBITDA margin in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance. We believe Adjusted EBITDA and Adjusted EBITDA margin are also helpful to investors, analysts and other interested parties because these measures can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, however, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Because of these limitations, you should consider Adjusted EBITDA and Adjusted EBITDA margin alongside other financial performance measures, including Net loss attributable to Compass, Inc. and our other GAAP results. In evaluating Adjusted EBITDA and Adjusted EBITDA margin, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed to imply that our future results will be unaffected by the types of items excluded from the calculation of Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA and Adjusted EBITDA margin are not presented in accordance with GAAP and the use of these terms varies from others in our industry.

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The following table provides a reconciliation of Net loss attributable to Compass, Inc. to Adjusted EBITDA (in millions):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Net loss attributable to Compass, Inc.	$	(154.2)		$	(99.8)		$	(443.4)		$	(319.3)
Adjusted to exclude the following:
Depreciation and amortization	21.0			16.7			65.1			45.1
Investment income, net	(1.1)			(0.1)			(1.5)			(0.1)
Interest expense	0.9			0.7			2.3			1.8
Stock-based compensation	50.1			71.1			173.1			292.9
Benefit from income taxes	—			(1.3)			(1.4)			(3.3)
Restructuring costs	29.0			—			47.9			—
Acquisition-related expenses(1)	1.6			3.6			12.7			14.5
Litigation charge(2)	10.5			21.3			10.5			21.3
Adjusted EBITDA	$	(42.2)		$	12.2		$	(134.7)		$	52.9
Net loss attributable to Compass, Inc. margin	(10.3		%)	(5.7		%)	(9.0		%)	(6.6		%)
Adjusted EBITDA margin	(2.8		%)	0.7		%	(2.7		%)	1.1		%

(1)Includes adjustments related to the change in fair value of contingent consideration and adjustments related to acquisition consideration treated as compensation expense over the underlying retention periods. See Note 3 - "Acquisitions" to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

(2)Represents a charge of $10.5 million incurred during the three and nine months ended September 30, 2022 in connection with the Realogy Holdings Corp. matter and a $21.3 million expense incurred during the three and nine months ended September 30, 2021 in connection with the settlement of the Avi Dorfman and RentJolt, Inc. matter.

Adjusted EBITDA was a loss of $42.2 million and $134.7 million during the three and nine months ended September 30, 2022 compared to income of $12.2 million and $52.9 million during the three and nine months ended September 30, 2021, respectively. The decrease in Adjusted EBITDA during the three and nine months ended September 30, 2022 as compared to the three and nine months ended September 30, 2021 was primarily due to the growth in operating expenses as a percentage of revenue resulting from investments in research and development and continued geographic expansion into new markets and a slow down in revenue resulting from the current macroeconomic conditions impacting the U.S. residential real estate market as described in more detail under the section entitled “Impact of the Macroeconomic Conditions on the U.S. Residential Real Estate Market and Our Business - Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

The following tables provide supplemental information to the Reconciliation of Net loss attributable to Compass, Inc. to Adjusted EBITDA presented above. These tables identify how certain Operating expenses related financial statement line items contained within the accompanying condensed consolidated statements of operations elsewhere in this Quarterly Report are impacted by the items excluded from Adjusted EBITDA (in millions):


	Three Months Ended September 30, 2022
	Commissions and other related expense		Sales and marketing		Operations and support		Research and development		General and administrative
GAAP Basis	$	1,218.0	$	144.4	$	95.1	$	81.5	$	56.5
Adjusted to exclude the following:
Stock-based compensation	(12.7)		(10.8)		(3.9)		(9.4)		(13.3)
Acquisition-related expenses	—		—		(1.6)		—		—
Litigation charge	—		—		—		—		(10.5)
Non-GAAP Basis	$	1,205.3	$	133.6	$	89.6	$	72.1	$	32.7

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	Three Months Ended September 30, 2021
	Commissions and other related expense		Sales and marketing		Operations and support		Research and development		General and administrative
GAAP Basis	$	1,430.6	$	130.6	$	97.0	$	89.7	$	79.5
Adjusted to exclude the following:
Stock-based compensation	(26.3)		(10.3)		(4.5)		(13.2)		(16.8)
Acquisition-related expenses	—		—		(3.6)		—		—
Litigation charge	—		—		—		—		(21.3)
Non-GAAP Basis	$	1,404.3	$	120.3	$	88.9	$	76.5	$	41.4


	Nine Months Ended September 30, 2022
	Commissions and other related expense		Sales and marketing		Operations and support		Research and development		General and administrative
GAAP Basis	$	4,017.3	$	444.3	$	308.9	$	296.9	$	167.0
Adjusted to exclude the following:
Stock-based compensation	(36.1)		(32.7)		(12.3)		(45.2)		(46.8)
Acquisition-related expenses	—		—		(12.7)		—		—
Litigation charge	—		—		—		—		(10.5)
Non-GAAP Basis	$	3,981.2	$	411.6	$	283.9	$	251.7	$	109.7


	Nine Months Ended September 30, 2021
	Commissions and other related expense		Sales and marketing		Operations and support		Research and development		General and administrative
GAAP Basis	$	3,963.2	$	366.2	$	263.7	$	259.8	$	231.8
Adjusted to exclude the following:
Stock-based compensation	(82.6)		(27.9)		(12.3)		(76.2)		(93.9)
Acquisition-related expenses	—		—		(14.5)		—		—
Litigation charge	—		—		—		—		(21.3)
Non-GAAP Basis	$	3,880.6	$	338.3	$	236.9	$	183.6	$	116.6

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LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have primarily generated negative cash flows from operations and have primarily financed our operations from net proceeds from the sale of convertible preferred stock and common stock. As of September 30, 2022, we had cash and cash equivalents of $354.9 million and an accumulated deficit of $2.0 billion.

We expect that operating losses and negative cash flows from operations may continue in certain periods in the foreseeable future as a result of the current slowdown in the U.S. residential real estate market as described in more detail under the section entitled “Impact of the Macroeconomic Conditions on the U.S. Residential Real Estate Market and Our Business - Management’s Discussion and Analysis of Financial Condition and Results of Operations”. We believe our existing cash and cash equivalents, the Concierge Facility (which, as disclosed in the footnotes to the condensed consolidated financial statements, may be used to support our Compass Concierge Program) and the Revolving Credit Facility will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months and beyond.

Our future capital requirements will depend on many factors, including, but not limited to, growth in the number of our agents and the associated costs to attract, support and retain them, our decision to resume expansion into new geographic markets, continued investment in adjacent services and other new revenue streams, future acquisitions, the timing of investments in technology and personnel to support the overall growth in our business and the extent and duration of the current and any future slowdown in the U.S. residential real estate market. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. There can be no assurances that we will be able to raise additional capital. In the event that additional financing is required from outside sources, we may not be able to negotiate terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be adversely affected. See the sections entitled “Risk Factors—Risks Related to Ownership of Our Class A Common Stock—We may need to raise additional capital to continue to grow our business and we may not be able to raise additional capital on terms acceptable to us, or at all” and “Risk Factors—Risks Related to Our Business and Operations—Covenants in our debt agreements may restrict our borrowing capacity or operating activities and adversely affect our financial condition” included in the 2021 Form 10-K.

Financial Obligations

See Note 5 - "Debt" in our condensed consolidated financial statements included elsewhere in this Quarterly Report, for information on our indebtedness as of September 30, 2022.

Cash Flows

The following table summarizes our cash flows for the periods indicated (in millions):


	Nine Months Ended September 30,
	2022		2021
Net cash (used in) provided by operating activities	$	(173.9)	$	48.3
Net cash used in investing activities	(86.9)		(160.9)
Net cash (used in) provided by financing activities	(2.6)		463.9
Net (decrease) increase in cash and cash equivalents	$	(263.4)	$	351.3

Operating Activities

For the nine months ended September 30, 2022, net cash used in operating activities was $173.9 million. The outflow was primarily due to a $443.5 million Net loss adjusted for $249.7 million of non-cash charges, partially offset by cash inflows due to changes in assets and liabilities of $19.9 million.

For the nine months ended September 30, 2021, net cash provided by operating activities was $48.3 million. The inflow was primarily due to a $319.3 million Net loss adjusted for $343.4 million of non-cash charges and cash inflows due to changes in assets and liabilities of $24.2 million.

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Investing Activities

During the nine months ended September 30, 2022, net cash used in investing activities was $86.9 million consisting of $56.9 million in capital expenditures, $15.0 million in payments for acquisitions, net of cash acquired, and $15.0 million for investments in an unconsolidated entity.

During the nine months ended September 30, 2021, net cash used in investing activities was $160.9 million consisting of $127.3 million in payments for acquisitions, net of cash acquired, and $33.6 million in capital expenditures.

Financing Activities

During the nine months ended September 30, 2022, net cash used in financing activities was $2.6 million primarily consisting of $19.5 million in taxes paid related to the net share settlement of equity awards, $13.9 million in payments related to acquisitions, including contingent consideration payments and $0.4 million in paid deferred debt issuance costs for our credit facilities, partially offset by $20.3 million in net proceeds from drawdowns and repayments on the Concierge Facility, $8.6 million in proceeds from the exercise of stock options and $2.3 million in proceeds from the issuance of common stock under the Employee Stock Purchase Plan.

During the nine months ended September 30, 2021, net cash provided by financing activities was $463.9 million, primarily consisting of $439.6 million in net proceeds from the issuance of common stock upon our initial public offering, $19.1 million in proceeds from the exercise and early exercise of stock options, $10.3 million in net proceeds from drawdowns on the Concierge Facility and $5.0 million in proceeds from the capital contribution of non-controlling interests, partially offset by $8.2 million in payments of contingent consideration related to acquisitions and $1.9 million in paid deferred debt issuance costs for our credit facilities.

Off-Balance Sheet Arrangements

We administer escrow and trust deposits which represent undistributed amounts for the settlement of real estate transactions. We are contingently liable for these escrow and trust deposits totaling $186.1 million and $172.1 million as of September 30, 2022 and December 31, 2021, respectively. We did not have any other off-balance sheet arrangements as of or during the periods presented.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Critical Accounting Estimates and Policies

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

There have been no material changes to our critical accounting policies and estimates disclosed in our 2021 Form 10-K. For additional information about our critical accounting policies and estimates, see the disclosure included in our 2021 Form 10-K, as well as Note 1 and Note 2 to our condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report.

RECENT ACCOUNTING PRONOUNCEMENTS

For a description of our recently adopted accounting pronouncements and accounting pronouncements issued but not yet adopted, see Note 2 to our condensed consolidated financial statements included in Part 1, Item 1 of this Quarterly Report.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position because of adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure resulting from potential changes in interest rates or inflation.

Interest Rate Risk

Our cash and cash equivalents as of September 30, 2022 consisted of $354.9 million in cash and cash equivalents. Certain of our cash and cash equivalents are interest-earning instruments that carry a degree of interest rate risk. The goals of our investment policy are liquidity and capital preservation. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate exposure. We believe that we do not have any material exposure to changes in the fair value of these assets as a result of changes in interest rates due to the short-term nature of our cash and cash equivalents.

We are also subject to interest rate exposure on our Concierge Facility and Revolving Credit Facility. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control. Our Concierge Facility bears interest equal to Term SOFR plus a credit adjustment spread of 0.11448%, plus a margin of 2.35%. As of September 30, 2022, we had a total outstanding balance of $36.5 million under these debt facilities. Based on the amounts outstanding, a 100-basis point increase or decrease in market interest rates over a twelve-month period would not result in a material change to our interest expense.

Foreign Currency Exchange Risk

As our operations in India have been limited, and we do not maintain a significant balance of foreign currency, we do not currently face significant risk with respect to foreign currency exchange rates.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (or principal financial officer), as appropriate, to allow for timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer (who is also serving as our interim principal financial officer) concluded that our disclosure controls and procedures were not effective as of September 30, 2022 due to the material weaknesses in our internal control over financial reporting described below. In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the condensed consolidated financial statements for the periods covered by and included in this Quarterly Report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Previously Reported Material Weaknesses

As disclosed in the section entitled “Risk Factors” in Part I, Item 1A, in our 2021 Form 10-K, we previously identified material weaknesses in our internal control over financial reporting. These material weaknesses primarily relate to our failure to design, maintain, and document sufficient oversight of activities related to our internal control over financial reporting due to a lack of an appropriate level of experience and training in internal control over financial reporting commensurate with public company requirements; formal accounting policies procedures, and controls related to substantially all of our business processes to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over account reconciliations, segregation of duties and the preparation and review of journal

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entries; and IT general controls for information systems and applications that are relevant to the preparation of the consolidated financial statements. We have concluded that these material weaknesses arose because, as a private company, we did not have the necessary business processes, systems, personnel, and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.

Accordingly, we have determined that these control deficiencies constituted material weaknesses in our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis. These deficiencies could result in additional misstatements to our consolidated financial statements that would be material and would not be prevented or detected on a timely basis.

Remediation Plans

We have commenced measures to remediate the identified material weaknesses. These measures include adding experienced personnel as well as improving the control environment around financial systems and processes. We intend to continue to take steps to remediate the material weaknesses described above and further evolve our accounting processes. We will not be able to remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period of time. The following remedial actions were taken through September 30, 2022:

• hired a Vice President of Internal Audit to oversee our internal controls program and work with management in its design and implementation of internal control over financial reporting;

•hired a Senior Manager of IT Internal Audit to work directly with IT leadership in its design and implementation of IT related internal controls over financial reporting;

• walked through our key financial business processes and financial systems, identified risks to financial reporting, identified and tested the design of key internal controls over financial reporting, and developed detailed action plans to address deficiencies; and

• engaged a global accounting advisory firm to assist with the documentation, evaluation, remediation and testing of our internal control over financial reporting.

The following are remedial actions that management is undertaking for the remainder of 2022:

• complete the evaluation of our internal controls over financial reporting with respect to operating effectiveness;

• formalize our accounting policies, including training relevant personnel, related to, but not limited to, account reconciliations and manual journal entries; and

• continue to roll out formalized IT procedures and controls for key financial systems, including training relevant personnel, related to segregation of duties, user access, data interfaces, change management, and program development.

While we believe that these efforts will improve our internal control over financial reporting, the implementation of our remediation is ongoing and will require testing of the operating effectiveness of internal controls over a sustained period of financial reporting cycles.

We believe we are making progress toward achieving the effectiveness of our internal controls and disclosure controls. The actions that we are taking are subject to ongoing senior management review, as well as audit committee oversight. We will not be able to conclude whether the steps we are taking will remediate the material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their operating effectiveness. We may also conclude that additional measures may be required to remediate the material weaknesses in our internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting, as described above. Except as otherwise described herein, there was no change in our internal control over financial reporting

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that occurred during the period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Controls and Procedures

Our management, including our Chief Executive Officer (who is also serving as our interim principal financial officer), does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information relating to legal proceedings contained in Note 6 to our condensed consolidated financial statements included elsewhere in this Quarterly Report is incorporated herein by this reference.

ITEM 1A. RISK FACTORS

We are subject to various risks and uncertainties, which could materially affect our business, results of operations, financial condition, future results, and the trading price of our common stock. You should read carefully the information appearing in Part I, Item 1A, Risk Factors in our 2021 Form 10-K. There have been no material changes to the risk factors set forth in our 2021 Form 10-K. However, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)Unregistered Sales of Equity Securities

From July 1, 2022 through September 30, 2022, we offered, sold and issued the following unregistered securities:

(1) an aggregate of 304,750 shares of Class A common stock held by the Company's founder and Chief Executive Officer, Robert Reffkin, were exchanged for an equivalent number of shares of Class C common stock pursuant to the Equity Exchange Right Agreement; and

(2) an aggregate of 211,400 shares of Class A common stock were issued in connection with our acquisition of a certain company and as consideration to individuals who were former service providers and stockholders of such company.

The offer, sale and issuance of the securities above were deemed to be exempt from registration under the Securities Act in reliance upon Section 3(a)(9) and Section 4 (a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder) as transactions by an issuer not involving any public offering. The recipient of the securities in each of these transactions represented his intentions to acquire the securities for investment only and not with the view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

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ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

Priyanka Singh, the Company’s Chief People Officer, has decided to leave the Company in mid-December to pursue other interests. Her employment will end effective as of December 15, 2022. Under her previously-disclosed Change in Control and Severance Agreement, she will be entitled to receive certain severance benefits.

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ITEM 6. EXHIBITS

Exhibit Index

Incorporated by Reference

Filed or

Furnished

Herewith

Exhibit

Number

Description

Form

File No.

Exhibit

Filing

Date

10.1

Amended and Restated Revolving Credit and Security Agreement among Compass Concierge SPV I, LLC, Barclays Bank PLC and the lenders party thereto, dated as of August 5, 2022.

10-Q

001-40291

10.1

8/15/22

10.2

Separation Agreement between the Registrant and Kristen Ankerbrandt, dated as of August 2, 2022.

10-Q

001-40291

10.2

8/15/22

10.3

Promotion Award Letter Agreement between the Registrant and Greg Hart, dated as of August 10, 2022.

10-Q

001-40291

10.3

8/15/22

10.4

Offer Letter between the Company and Mr. Reelitz, dated as of October 24, 2022.

8-K

001-40291

10.1

10/28/22

31.1

Certification of Principal Executive Officer and Interim Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Principal Executive Officer and Interim Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

____________

*The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	COMPASS, INC.

Date: November 14, 2022	By:	/s/ Robert Reffkin
		Robert Reffkin
		Chairman, Chief Executive Officer and Interim Principal Financial Officer
		(Principal Executive Officer and Interim Principal Financial Officer)

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Compass (COMP) 10-Q2022 Q3 Quarterly report

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