NEW YORK, Feb. 16, 2022 /PRNewswire/ -- Compass, Inc.
(NYSE: COMP), the leading tech-enabled real estate brokerage in
the United States, announced today
that revenue for the full year 2021 was $6.4
billion, up 73% year-over-year. Revenue for the fourth
quarter 2021 was $1.6 billion, an
increase of 31% year-over-year.
The Compass technology and services platform contributed to
year-over-year transaction growth of 56% for the full year 2021 and
20% for the fourth quarter.
Net loss was $494 million for the
full year 2021 and $175 million for
the fourth quarter. For the full year 2021, Compass achieved
positive Adjusted EBITDA of $2
million compared to an Adjusted EBITDA loss of $156 million in 2020. In the fourth quarter of
2021, Adjusted EBITDA loss was $51
million. The majority of the net losses in 2021 were driven
by the non-cash stock-based compensation expense of $386 million for the full year 2021, $149 million of which was one-time related to the
IPO, and $93 million for the fourth
quarter.
The Company's cash position remains strong, with $618 million in cash and an unused $350 million revolver available to invest in the
growth of the business.
"I am happy to announce that our strategy of achieving strong
revenue growth while improving profitability and investing in our
business is working exceptionally well," said Robert Reffkin, Founder, Chairman, and CEO of
Compass. "We delivered exceptionally strong revenue growth of 73%
in 2021 increasing revenue to $6.4
billion as our agents closed a record 225,000 transactions,
up 56% in 2021 while the industry grew transactions by 8%. We ended
the year with positive Adjusted EBITDA, two years ahead of the
timing we communicated at the IPO. Today, we are guiding to
continued strong growth in Adjusted EBITDA in 2022 and beyond."
Reffkin continued, "In nine years, we have built a powerful
brand across the United States
with more than 26,000 agents in 69 markets covering nearly half of
the US population. In 2021, we added nearly 7,000 agents as we
launched 25 new markets and grew our national market share to 5.6%
which is up from 4.0% in 2020 and 1.1% in 2018. Agents tell us that
the reason they decide to bring their business to Compass is our
agent-focused culture and our proprietary vertically-integrated
technology platform that provides a critical edge in a real estate
market increasing in competition for talent, listings and clients.
We continue to have industry leading principal agent retention of
over 90% and we had a net promoter score in 2021 of 71 with our
agents."
Higher usage of the Compass platform is contributing to enhanced
agent economics, productivity and retention. A cohort study of
platform usage among our agents1 found that in 2021, the
top 25% of Compass teams who used the platform most:
- Represented 55% of all Compass transactions;
- Grew their Gross Commission Income 2.6x, compared to the bottom
25% of agent teams;
- Retained principal agents at an annual rate of 98% versus 86%
for the bottom 25% of agent teams; and
- Used the platform consistently – Top multi-agent teams spent an
average of 4 hours per day (assuming a five day work week) using
the tools and single-agent teams used the platform more than 2
hours per day.
Additional information can be found in the company's 4Q21
Presentation on the Investor Relations section of the Compass
website at https://investors.compass.com.
Outlook
"We are pleased to provide both near-term guidance and long-term
targets for our expected revenue, Adjusted EBITDA margins, and free
cash flow, so that the investment community has a clear line of
sight into where we are going and how we are executing to get
there," said Kristen Ankerbrandt,
Chief Financial Officer at Compass. "As we continue to build
momentum, we intend to drive significant value creation for Compass
shareholders."
1Q22 and FY2022 Outlook:
- FY2022:
-
- FY2022 Revenue of $7.9 billion to
$8.1 billion
- FY2022 Adjusted EBITDA of at least $40
million
- 1Q22:
-
- 1Q22 Revenue expected to be 16.25% - 16.75% of FY2022
Outlook
- 1Q22 Adjusted EBITDA of $(100)
million to $(110) million
2025 Targets:
- 2025 Adjusted EBITDA Margin of 10% and minimum Adjusted EBITDA
of $1.2 billion
- 2025 Free Cash Flow Margin of at least 8-9%2
We have not reconciled our guidance for Adjusted EBITDA to GAAP
Net Loss because stock-based compensation expense cannot be
reasonably calculated or predicted at this time. Accordingly, a
reconciliation is not available without unreasonable
effort.
FY2021 Financial Highlights:
- Revenue increased by 73% from FY2020 to $6.42 billion as transactions increased 56%.
- GAAP Net Loss was $494
million, compared to $270
million in FY2020.
-
- GAAP Net Loss margin was 7.7%, compared to 7.3% in FY2020.
- Adjusted EBITDA2 was a positive $2 million, compared to a $(156) million loss in FY2020.
-
- Adjusted EBITDA margin was 0.0%, compared to (4.2)% in
FY2020.
4Q21 Financial Highlights:
- Revenue increased by 31% year-over-year to a fourth
quarter record of $1.61 billion as
transactions increased 20%.
- GAAP Net Loss was $175
million, compared to $40
million in 4Q20.
-
- GAAP Net Loss margin was 10.8%, compared to 3.2% in 4Q20.
- Adjusted EBITDA3 was $(51) million, compared to $(8) million in 4Q20.
FY2021 Operational Highlights:
- Agents: Average Number of Principal Agents was 11,058,
an increase of 2,372 from FY2020.
- Transactions: Compass agents closed 225,272 Total
Transactions in FY2021, up 56% from FY2020, compared to a 8%
increase in transactions for the residential real estate
market4. Our Principal Agents averaged 20.4 transactions
on our platform in FY2021, up 22% year-over-year.
- Gross Transaction Value ("GTV")5: GTV
of $254.2 billion increased by 68%
from FY2020. This was a record year for Compass, reflecting strong
transaction volume and higher average transaction values. GTV per
average principal agent was $23.0
million, up 32% year-over-year.
- Markets: In FY2021, Compass entered 25 new markets,
bringing the total markets served to 69 at the end of the
year.
4Q21 Operational Highlights:
- Agents: Average Number of Principal Agents was 12,176,
an increase of 560 from 3Q21.
- Transactions: Compass agents closed a fourth quarter
record 56,912 Total Transactions, up 20% year-over-year, compared
to a (4)% decline in transactions for the residential real estate
market6.
- Gross Transaction Value ("GTV")7: GTV
of $64.3 billion increased by 24%
year-over-year. This was a fourth quarter record for Compass,
reflecting strong transaction volume and higher average transaction
values.
- Markets: In 4Q21, Compass entered 2 new markets,
bringing the total markets served to 69 at the end of the quarter.
Compass' national market share was 5.6%8 in TTM 4Q21, up
from 5.4% in TTM 3Q21.
4Q21 Operational Update:
- On pace to facilitate supporting the entire real estate
transaction on the Compass platform by Summer 2022 so Compass
agents need not use third party real estate software to run their
business. The Compass platform is driving more efficient recruiting
and retention.
- In the fourth quarter of 2021, a majority of the agents who
came to Compass told us they took a less favorable split than at
their previous brokerage. In 4Q21, we recruited principal agents
who reported historical annual revenue consistent with our prior
record recruiting quarter in 4Q19, but with 31% fewer incentives
and 50 bps better commission economics compared to the 4Q19
quarter.
- In NY and DC, our two oldest markets, more than 75% of our
principal agents are off their initial incentive contract and
annual retention rates are in the mid-90s.
-
- Strong market share in lower, mid, and high priced
markets9
-
- Lower: Chicago: 13%
($553K) and Philadelphia: 12% ($514K)
- Mid: Washington DC: 28%
($761K) and Dallas: 15% ($755K)
- High: San Francisco: 37%
($1.6M) and Manhattan: 33% ($1.5M)
- Title and Escrow: Since the close of the third quarter, Compass
expanded its Title & Escrow offering into 3 new states,
Colorado, Pennsylvania and New
Jersey, and covers approximately half of our Total
Transaction volume, giving us more opportunities to drive
incremental revenue on each of our transactions. Compass' Title
& Escrow services were utilized on a mid-single digit
percentage of our Total Transactions in 4Q21.
- Mortgage: OriginPoint wrote its first mortgages in 4Q21 and now
expects to scale to the majority of Compass major markets by
year-end 2022. OriginPoint has already obtained required licenses
in 18 states, including California, up from 6 as of our last earnings
call.
Conference Call Information
Management will conduct a conference call to discuss the fourth
quarter and full year results as well as outlook at 5:00 p.m. ET on February
16, 2022. The conference call will be accessible via the
Internet on the Compass Investor Relations website
https://investors.compass.com. You can also access the audio
webcast via the following link: Compass Inc. 4Q21 Earnings
Conference Call.
An audio recording of the conference call will be available for
replay shortly after the call's completion. To access the replay,
visit the Events and Presentations section on the Compass Investor
Relations website at https://investors.compass.com.
Safe Harbor Statement
This press release includes forward-looking statements, which are
statements other than statements of historical facts, and
statements in the future tense. These statements include, but are
not limited to, statements regarding our future performance,
including expected financial results for the first quarter and full
year of 2022, long-term financial targets for full year of 2025,
and our continuous ability to achieve positive Adjusted EBITDA.
Forward-looking statements are based upon various estimates and
assumptions, as well as information known to us as of the date of
this press release, and are subject to risks and uncertainties,
including but not limited to: general economic conditions
(including inflation and interest rates), the health of the U.S.
real estate industry, and risks generally incident to the ownership
of residential real estate, including seasonal and cyclical trends;
our ability to continuously innovate, improve and expand our
platform; our ability to attract new agents and retain current
agents or increase agents' utilization of our platform; our ability
to expand our brokerage and adjacent services businesses; our
ability to offer additional adjacent services; our ability to
achieve expected benefits from our mortgage business and our joint
venture, OriginPoint; our rapid growth and rate of growth; our net
losses and ability to achieve or sustain profitability in the
future; any future impact of the ongoing COVID-19 pandemic on our
business; our ability to compete successful in the markets in which
we operate; the effect of monetary policies of the federal
government and its agencies; any decreases in our gross commission
income or the percentage of commissions that we collect;
fluctuation of our quarterly results and other operating metrics;
our ability to successfully complete acquisitions and integrate
target companies; the effect of the claims, lawsuits, government
investigations and other proceedings that we are subject to from
time to time; our ability to protect our intellectual property
rights; and other general market, political, economic, and business
conditions. Additionally, these forward-looking statements,
particularly our financial outlook and long-term targets, involve
risks, uncertainties and assumptions, including those related to
the impacts of COVID-19 and inflationary pressure on our clients'
spending decisions. Significant variation from the assumptions
underlying our forward-looking statements could cause our actual
results to vary, and the impact could be significant. Accordingly,
actual results could differ materially from those predicted or
implied or such uncertainties could cause adverse effects on our
results. Reported results should not be considered as an
indication of future performance.
Additional risks and uncertainties that could affect our
financial results are included under the caption "Risk Factors" in
our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021 filed with the SEC
on November 12, 2021, which is
available on the Investor Relations page of our website at
https://investors.compass.com/ and on the SEC website at
www.sec.gov. Additional information will also be set forth in our
Annual Report on Form 10-K for the year ended December 31, 2021 when filed. All forward-looking
statements contained herein are based on information available to
us as of the date hereof, and we do not assume any obligation to
update these statements as a result of new information or future
events.Undue reliance should not be placed on the forward-looking
statements in this press release.
Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements,
which are prepared in accordance with GAAP, we present Adjusted
EBITDA, Adjusted EBITDA margin and Free Cash Flow margin, which are
non-GAAP financial measures, in this press release. Our use of
non-GAAP financial measures has limitations as an analytical tool,
and these measures should not be considered in isolation or as a
substitute for analysis of financial results as reported under
GAAP.
Compass uses Adjusted EBITDA, Adjusted EBITDA margin and Free
Cash Flow 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, Adjusted EBITDA margin and Free Cash
Flow margin are also helpful to investors, analysts and other
interested parties because they can assist in providing a more
consistent and comparable overview of our operations across our
historical financial periods. Adjusted EBITDA, Adjusted EBITDA
margin and Free Cash Flow margin have limitations as analytical
tools, therefore 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,
Adjusted EBITDA margin and Free Cash Flow margin alongside other
financial performance measures, including net loss, operating cash
flows and our other GAAP results. In evaluating Adjusted EBITDA,
Adjusted EBITDA margin and Free Cash Flow 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 reflected in this press
release. Our presentation of Adjusted EBITDA, Adjusted EBITDA
margin and Free Cash Flow 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, Adjusted EBITDA
margin and Free Cash Flow margin. Adjusted EBITDA, Adjusted EBITDA
margin and Free Cash Flow margin are not presented in accordance
with GAAP and the use of these terms varies from others in our
industry.
Reconciliations of these non-GAAP measures have been provided in
the financial statement tables included in this press release and
investors are encouraged to review these reconciliations.
About Compass
Founded in 2012, Compass is a leading tech-enabled real estate
brokerage providing an end-to-end platform that empowers its
residential real estate agents to deliver exceptional service to
seller and buyer clients. The platform includes an integrated suite
of cloud-based software for customer relationship management,
marketing, client service, brokerage services and other critical
functionality, all custom-built for the real estate industry.
Compass agents utilize the platform to grow their business, save
time and manage their business more effectively. For more
information on how Compass empowers real estate agents, one of the
largest groups of small business owners in the country, please
visit www.Compass.com.
1 The data in this analysis represents teams
accounting for approximately 75% of total company transactions in
2021. The remaining quarter of transactions were excluded from the
analysis because data was incomplete or unavailable, in part due to
teams who came to us via acquisitions. When measuring gross
commission income growth, the analysis required that teams had been
with the company for at least 24 months in order to have a complete
data set.
2 A reconciliation of GAAP to Non-GAAP measures can
be found within the financial statement tables included within this
press release.
2 Free cash flow represents cash flows from
operating activities, less capital expenditures. We have not
reconciled our guidance for free cash flow because the components
of free cash flow cannot be reasonably calculated or predicted at
this time. Accordingly, a reconciliation is not available without
unreasonable effort.
3 A reconciliation of GAAP to Non-GAAP measures can
be found within the financial statement tables included within this
press release.
4 We calculate Total Transactions by taking the sum
of all transactions closed on the Compass platform in which our
agent represented the buyer or seller in the purchase or sale of a
home (excluding rental transactions). We include a single
transaction twice when one or more Compass agents represent both
the buyer and seller in any given transaction. 8% figure based on
NAR (National Association of Realtors) data as of December 2021.
5 Gross Transaction Value is the sum of all closing
sale prices for homes transacted by agents on the Compass platform
(excluding rental transactions). We include the value of a single
transaction twice when our agents serve both the home buyer and
home seller in the transaction.
6 We calculate Total Transactions by taking the sum
of all transactions closed on the Compass platform in which our
agent represents the buyer or seller in the purchase or sale of a
home (excluding rental transactions). We include a single
transaction twice when one or more Compass agents represent both
the buyer and seller in any given transaction. (4)% figure based on
NAR (National Association of Realtors) data as of December 2021.
7 Gross Transaction Value is the sum of all closing
sale prices for homes transacted by agents on the Compass platform
(excluding rental transactions). We include the value of a single
transaction twice when our agents serve both the home buyer and
home seller in the transaction.
8 We calculate our TTM 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 NAR.
9 Based on the 2021 Compass average price points in
these markets. Lower priced markets defined as $600K average sales price or lower, Mid-priced
markets defined as between $600K and
$800K average price point and High
priced markets defined as $800K and
above average price point.
Compass,
Inc.
|
Condensed
Consolidated Balance Sheets
|
(In millions,
unaudited)
|
|
|
|
|
|
|
|
|
|
December
31,
2021
|
|
December
31,
2020
|
Assets
|
|
|
|
Current
assets
|
|
|
|
Cash and cash
equivalents
|
$
618.3
|
|
$
440.1
|
Accounts receivable,
net of allowance
|
48.5
|
|
54.8
|
Compass Concierge
receivables, net of allowance
|
32.9
|
|
49.5
|
Other current
assets
|
94.9
|
|
54.9
|
Total current
assets
|
794.6
|
|
599.3
|
Property and
equipment, net
|
157.4
|
|
141.7
|
Operating lease
right-of-use assets
|
484.7
|
|
426.6
|
Intangible assets,
net
|
127.2
|
|
45.6
|
Goodwill
|
188.3
|
|
119.8
|
Other non-current
assets
|
48.4
|
|
32.1
|
Total
assets
|
$
1,800.6
|
|
$
1,365.1
|
Liabilities,
Convertible Preferred Stock and Stockholders' Equity
(Deficit)
|
|
|
Current
liabilities
|
|
|
|
Accounts
payable
|
$
34.6
|
|
$
36.6
|
Commissions
payable
|
63.9
|
|
62.0
|
Accrued expenses and
other current liabilities
|
240.9
|
|
106.8
|
Current lease
liabilities
|
81.5
|
|
68.1
|
Concierge credit
facility
|
16.2
|
|
8.4
|
Total current
liabilities
|
437.1
|
|
281.9
|
Non-current lease
liabilities
|
483.0
|
|
435.9
|
Other non-current
liabilities
|
32.9
|
|
23.5
|
Total
liabilities
|
953.0
|
|
741.3
|
|
|
|
|
Convertible preferred
stock
|
-
|
|
1,486.7
|
|
|
|
|
Stockholders' equity
(deficit)
|
|
|
|
Common
stock
|
-
|
|
-
|
Additional paid-in
capital
|
2,438.8
|
|
238.0
|
Accumulated
deficit
|
(1,595.0)
|
|
(1,100.9)
|
Total Compass, Inc.
stockholders' equity (deficit)
|
843.8
|
|
(862.9)
|
Non-controlling
interest
|
3.8
|
|
-
|
Total stockholders'
equity (deficit)
|
847.6
|
|
(862.9)
|
Total liabilities,
convertible preferred stock and stockholders' equity
(deficit)
|
$
1,800.6
|
|
$
1,365.1
|
Compass,
Inc.
|
Condensed
Consolidated Statements of Operations
|
(In millions,
except share and per share data, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Revenue
|
$
1,612.1
|
|
$
1,230.3
|
|
$
6,421.0
|
|
$
3,720.8
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Commissions and other
related expense(1)
|
1,347.3
|
|
1,009.7
|
|
5,310.5
|
|
3,056.9
|
|
Sales and marketing
(1)
|
144.2
|
|
110.9
|
|
510.4
|
|
407.9
|
|
Operations and
support (1)
|
111.2
|
|
66.2
|
|
374.9
|
|
225.1
|
|
Research and
development (1)
|
105.5
|
|
39.6
|
|
365.3
|
|
146.3
|
|
General and
administrative(1)
|
57.0
|
|
31.0
|
|
288.5
|
|
106.7
|
|
Depreciation and
amortization
|
19.3
|
|
13.1
|
|
64.4
|
|
51.2
|
|
Total
operating expenses
|
1,784.5
|
|
1,270.5
|
|
6,914.0
|
|
3,994.1
|
Loss from
operations
|
(172.4)
|
|
(40.2)
|
|
(493.0)
|
|
(273.3)
|
Investment income,
net
|
-
|
|
-
|
|
0.1
|
|
2.0
|
Interest
expense
|
(0.6)
|
|
(0.4)
|
|
(2.4)
|
|
(0.6)
|
Loss before income
taxes and equity in loss
|
(173.0)
|
|
(40.6)
|
|
(495.3)
|
|
(271.9)
|
Income tax (expense)
benefit
|
(0.8)
|
|
0.8
|
|
2.5
|
|
1.7
|
Equity in loss of
unconsolidated entity
|
(1.0)
|
|
-
|
|
(1.3)
|
|
-
|
Net loss
|
$
(174.8)
|
|
$
(39.8)
|
|
$
(494.1)
|
|
$
(270.2)
|
Net loss per share
attributable to common stockholders, basic and diluted
|
$
(0.43)
|
|
$
(0.36)
|
|
$
(1.51)
|
|
$
(2.46)
|
Weighted-average
shares used in computing net loss per share attributable to common
stockholders, basic and diluted
|
403,976,859
|
|
111,459,710
|
|
326,336,128
|
|
109,954,760
|
(1)
|
Total stock-based
compensation expense included in the condensed consolidated
statements of operations is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Commissions and other
related expense
|
$
46.1
|
|
$
0.6
|
|
$
128.7
|
|
$
5.7
|
|
Sales and
marketing
|
10.5
|
|
8.0
|
|
38.4
|
|
16.0
|
|
Operations and
support
|
4.6
|
|
1.3
|
|
16.9
|
|
3.5
|
|
Research and
development
|
16.5
|
|
0.3
|
|
92.7
|
|
1.4
|
|
General and
administrative
|
15.7
|
|
2.8
|
|
109.6
|
|
16.6
|
|
Total stock-based
compensation expense
|
$
93.4
|
|
$
13.0
|
|
$
386.3
|
|
$
43.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation expense for the year ended December 31, 2021 includes
the following amounts related to a one-time acceleration of
stock-based compensation expense in connection with the IPO (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPO Related
Expense
|
|
|
|
Commissions and other
related expense
|
|
|
|
|
$
41.7
|
|
|
|
Sales and
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
|
|
|
Compass,
Inc.
|
Condensed
Consolidated Statements of Cash Flows
|
(In millions,
unaudited)
|
|
|
|
|
|
Year Ended
December 31,
|
|
2021
|
|
2020
|
Operating
Activities
|
|
|
|
Net loss
|
$
(494.1)
|
|
$
(270.2)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
Depreciation and
amortization
|
64.4
|
|
51.2
|
|
Stock-based
compensation
|
386.3
|
|
43.2
|
|
Equity in loss of
unconsolidated entity
|
1.3
|
|
-
|
|
Change in acquisition
related contingent consideration
|
(4.7)
|
|
8.9
|
|
Bad debt
expense
|
8.9
|
|
16.0
|
|
Amortization of debt
issuance costs
|
1.1
|
|
0.3
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
Accounts
receivable
|
8.5
|
|
(16.3)
|
|
|
Compass Concierge
receivables
|
9.4
|
|
16.6
|
|
|
Other current
assets
|
(40.0)
|
|
19.4
|
|
|
Other non-current
assets
|
(11.8)
|
|
(4.9)
|
|
|
Operating lease
right-of-use assets and operating lease liabilities
|
2.4
|
|
34.6
|
|
|
Accounts
payable
|
(3.3)
|
|
(6.5)
|
|
|
Commissions
payable
|
(0.3)
|
|
29.1
|
|
|
Accrued expenses and
other liabilities
|
43.3
|
|
20.5
|
|
|
Net cash used in
operating activities
|
(28.6)
|
|
(58.1)
|
|
|
|
|
|
Investing
Activities
|
|
|
|
Proceeds from sales
and maturities of marketable securities
|
-
|
|
55.5
|
Investment in
unconsolidated entity
|
(5.0)
|
|
-
|
Capital
expenditures
|
(50.1)
|
|
(43.3)
|
Payments for
acquisitions, net of cash acquired
|
(137.4)
|
|
(25.6)
|
|
|
Net cash used in
investing activities
|
(192.5)
|
|
(13.4)
|
|
|
|
|
|
Financing
Activities
|
|
|
|
Proceeds from
issuance of convertible preferred stock, net of issuance
costs
|
-
|
|
1.0
|
Proceeds from
exercise and early exercise of stock options
|
26.9
|
|
15.9
|
Taxes paid related to
net share settlement of equity awards
|
(62.4)
|
|
-
|
Proceeds from
drawdowns on Concierge credit facility
|
39.5
|
|
10.1
|
Repayments of
drawdowns on Concierge credit facility
|
(31.7)
|
|
(3.0)
|
Payments of
contingent consideration related to acquisitions
|
(10.7)
|
|
(3.2)
|
Payments of debt
issuance costs for credit facilities
|
(1.9)
|
|
-
|
Payment of deferred
offering costs
|
-
|
|
(0.9)
|
Proceeds from
issuance of common stock upon initial public offering, net of
offering costs
|
439.6
|
|
-
|
|
|
Net cash provided by
financing activities
|
399.3
|
|
19.9
|
|
|
|
|
|
Net increase
(decrease) in cash and cash equivalents
|
178.2
|
|
(51.6)
|
Cash and cash
equivalents at beginning of period
|
440.1
|
|
491.7
|
Cash and cash
equivalents at end of period
|
$
618.3
|
|
$
440.1
|
Compass,
Inc.
|
Net Loss to
Adjusted EBITDA Reconciliation
|
(In millions,
unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Net loss
|
$
(174.8)
|
|
$
(39.8)
|
|
$
(494.1)
|
|
$
(270.2)
|
Adjusted to exclude
the following:
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
19.3
|
|
13.1
|
|
64.4
|
|
51.2
|
|
Investment income,
net
|
-
|
|
-
|
|
(0.1)
|
|
(2.0)
|
|
Interest
expense
|
0.6
|
|
0.4
|
|
2.4
|
|
0.6
|
|
Stock-based
compensation
|
93.4
|
|
13.0
|
|
386.3
|
|
43.2
|
|
Income tax expense
(benefit)
|
0.8
|
|
(0.8)
|
|
(2.5)
|
|
(1.7)
|
|
Restructuring charges
(1)
|
-
|
|
0.1
|
|
-
|
|
10.3
|
|
Acquisition-related
expenses (2)
|
9.4
|
|
6.0
|
|
23.9
|
|
13.1
|
|
Litigation
charge(3)
|
-
|
|
-
|
|
21.3
|
|
-
|
Adjusted
EBITDA
|
$
(51.3)
|
|
$
(8.0)
|
|
$
1.6
|
|
$
(155.5)
|
|
|
|
|
|
|
|
|
|
(1)
|
For the three months
and year ended December 31, 2020, restructuring charges included
$0.0 million and $6.0 million, respectively, in severance expense
and $0.1 million and $4.3 million, respectively, in lease
termination costs. The Company did not recognize any restructuring
charges during the three months and year ended December 31,
2021.
|
|
|
(2)
|
For the three months
ended December 31, 2021 and 2020, acquisition-related expenses
includes a $0.3 million gain and a $3.5 million loss, respectively,
as a result of changes in the fair value of contingent
consideration and $9.7 million and $2.5 million in expense,
respectively, related to acquisition consideration treated as
compensation expense over the underlying retention periods. For the
years ended December 31, 2021 and 2020, acquisition-related
expenses includes a $4.7 million gain and a $8.9 million loss,
respectively, as a result of changes in the fair value of
contingent consideration and $28.6 million and $4.2 million in
expenses, respectively, related to acquisition consideration
treated as compensation expense over the underlying retention
periods.
|
|
|
(3)
|
Represents a charge
of $21.3 million in connection with the settlement of the Avi
Dorfman and RentJolt, Inc. matter.
|
Compass,
Inc.
|
Reconciliation of
GAAP Operating Expenses to Non-GAAP Operating
Expenses
|
(In millions,
unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, 2021
|
|
Commissions and
other related
expense
|
|
Sales and
marketing
|
|
Operations and
support
|
|
Research and
development
|
|
General and
administrative
|
GAAP Basis
|
$
1,347.3
|
|
$
144.2
|
|
$
111.2
|
|
$
105.5
|
|
$
57.0
|
Adjusted to exclude
the following:
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
(46.1)
|
|
(10.5)
|
|
(4.6)
|
|
(16.5)
|
|
(15.7)
|
Acquisition-related
expenses
|
-
|
|
-
|
|
(9.4)
|
|
-
|
|
-
|
Non-GAAP
Basis
|
$
1,301.2
|
|
$
133.7
|
|
$
97.2
|
|
$
89.0
|
|
$
41.3
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, 2020
|
|
Commissions and
other related
expense
|
|
Sales and
marketing
|
|
Operations and
support
|
|
Research and
development
|
|
General and
administrative
|
GAAP Basis
|
$
1,009.7
|
|
$
110.9
|
|
$
66.2
|
|
$
39.6
|
|
$
31.0
|
Adjusted to exclude
the following:
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
(0.6)
|
|
(8.0)
|
|
(1.3)
|
|
(0.3)
|
|
(2.8)
|
Restructuring
charges
|
-
|
|
(0.1)
|
|
-
|
|
-
|
|
-
|
Acquisition-related
expenses
|
-
|
|
-
|
|
(6.0)
|
|
-
|
|
-
|
Non-GAAP
Basis
|
$
1,009.1
|
|
$
102.8
|
|
$
58.9
|
|
$
39.3
|
|
$
28.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31, 2021
|
|
Commissions and
other related
expense
|
|
Sales and
marketing
|
|
Operations and
support
|
|
Research and
development
|
|
General and
administrative
|
GAAP Basis
|
$
5,310.5
|
|
$
510.4
|
|
$
374.9
|
|
$
365.3
|
|
$
288.5
|
Adjusted to exclude
the following:
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
(128.7)
|
|
(38.4)
|
|
(16.9)
|
|
(92.7)
|
|
(109.6)
|
Acquisition-related
expenses
|
-
|
|
-
|
|
(23.9)
|
|
-
|
|
-
|
Litigation
charge
|
-
|
|
-
|
|
-
|
|
-
|
|
(21.3)
|
Non-GAAP
Basis
|
$
5,181.8
|
|
$
472.0
|
|
$
334.1
|
|
$
272.6
|
|
$
157.6
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31, 2020
|
|
Commissions and
other related
expense
|
|
Sales and
marketing
|
|
Operations and
support
|
|
Research and
development
|
|
General and
administrative
|
GAAP Basis
|
$
3,056.9
|
|
$
407.9
|
|
$
225.1
|
|
$
146.3
|
|
$
106.7
|
Adjusted to exclude
the following:
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
(5.7)
|
|
(16.0)
|
|
(3.5)
|
|
(1.4)
|
|
(16.6)
|
Restructuring
charges
|
-
|
|
(5.8)
|
|
(2.9)
|
|
(0.7)
|
|
(0.9)
|
Acquisition-related
expenses
|
-
|
|
-
|
|
(13.1)
|
|
-
|
|
-
|
Non-GAAP
Basis
|
$
3,051.2
|
|
$
386.1
|
|
$
205.6
|
|
$
144.2
|
|
$
89.2
|
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SOURCE Compass