Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Feb. 22, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | COMPASS, INC. | |
Entity Central Index Key | 0001563190 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40291 | |
Entity Tax Identification Number | 30-0751604 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Trading Symbol | COMP | |
Security Exchange Name | NYSE | |
Title of 12(g) Security | Class A Common Stock, $0.00001 par value per share | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 90 Fifth Avenue, 3rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | 212 | |
Local Phone Number | 913-9058 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Common Stock, Shares Outstanding | 412,087,109 | |
Entity Public Float | $ 3,116,948,335 | |
ICFR Auditor Attestation Flag | false | |
Auditor Name | PricewaterhouseCoopers LLP | |
Auditor Firm ID | 238 | |
Auditor Location | New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 618.3 | $ 440.1 |
Accounts receivable, net of allowance of $7.1 and $8.1, respectively | 48.5 | 54.8 |
Compass Concierge receivables, net of allowance of $17.3 and $17.2, respectively | 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 |
Current liabilities | ||
Accounts payable | 34.6 | 36.6 |
Commissions payable | 63.9 | 62 |
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 | 435.9 |
Other non-current liabilities | 32.9 | 23.5 |
Total liabilities | 953 | 741.3 |
Commitments and contingencies (Note 11) | ||
Convertible preferred stock, $0.00001 par value, 0 and 246,430,170 shares authorized at December 31, 2021 and 2020, respectively; 0 and 237,047,550 shares issued and outstanding at December 31, 2021 and 2020, respectively | 0 | 1,486.7 |
Stockholders' equity (deficit) | ||
Common stock, $0.00001 par value, 13,850,000,000 and 700,754,910 shares authorized at December 31, 2021 and 2020, respectively; 409,267,751 and 125,221,900 shares issued at December 31, 2021 and 2020, respectively; 409,267,751 and 122,971,900 shares outstanding at December 31, 2021 and 2020, respectively | 0 | 0 |
Additional paid-in capital | 2,438.8 | 238 |
Accumulated deficit | (1,595) | (1,100.9) |
Total Compass, Inc. stockholders' equity (deficit) | 843.8 | (862.9) |
Non-controlling interest | 3.8 | 0 |
Total stockholders' equity (deficit) | 847.6 | (862.9) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 1,800.6 | $ 1,365.1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss on accounts receivable current | $ 7.1 | $ 8.1 |
Allowance for credit loss on financing receivable current | $ 17.3 | $ 17.2 |
Convertible preferred stock par or stated value per share | $ 0.00001 | $ 0.00001 |
Convertible preferred stock shares authorized | 0 | 246,430,170 |
Convertible preferred stock shares issued | 0 | 237,047,550 |
Convertible preferred stock shares outstanding | 0 | 237,047,550 |
Common stock par or stated value per share | $ 0.00001 | $ 0.00001 |
Common stock shares authorized | 13,850,000,000 | 700,754,910 |
Common stock shares issued | 409,267,751 | 125,221,900 |
Common stock shares outstanding | 409,267,751 | 122,971,900 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 6,421 | $ 3,720.8 | $ 2,386 |
Operating expenses: | |||
Commissions and other related expense | 5,310.5 | 3,056.9 | 1,935.6 |
Sales and marketing | 510.4 | 407.9 | 382.8 |
Operations and support | 374.9 | 225.1 | 204.8 |
Research and development | 365.3 | 146.3 | 131.3 |
General and administrative | 288.5 | 106.7 | 92.4 |
Depreciation and amortization | 64.4 | 51.2 | 40.9 |
Total operating expenses | 6,914 | 3,994.1 | 2,787.8 |
Loss from operations | (493) | (273.3) | (401.8) |
Investment income, net | 0.1 | 2 | 12.9 |
Interest expense | (2.4) | (0.6) | |
Loss before income taxes and equity in loss | (495.3) | (271.9) | (388.9) |
Benefit from income taxes | 2.5 | 1.7 | 0.9 |
Equity in loss of unconsolidated entity | (1.3) | ||
Net loss | $ (494.1) | $ (270.2) | $ (388) |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.51) | $ (2.46) | $ (3.64) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 326,336,128 | 109,954,760 | 106,529,880 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (494.1) | $ (270.2) | $ (388) |
Other comprehensive (loss) income: | |||
Unrealized (loss) gain on investments | (0.1) | 0.4 | |
Comprehensive loss | $ (494.1) | $ (270.3) | $ (387.6) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | Noncontrolling Interest [Member] | Parent [Member] | Parent [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Convertible Preferred Stock [member]Preferred Stock [Member] | Common Stock [Member] |
Beginning balance at Dec. 31, 2018 | $ (339.1) | $ (339.1) | $ 98.3 | $ (0.3) | $ (437.1) | $ 1,182.4 | |||||
Beginning balance, shares at Dec. 31, 2018 | 224,058,550 | 104,177,280 | |||||||||
Net loss | (388) | (388) | (388) | ||||||||
Unrealized gain (loss) on investments | 0.4 | 0.4 | 0.4 | ||||||||
Issuance of shares in connection with acquisitions | 0.1 | 0.1 | 0.1 | ||||||||
Issuance of shares in connection with acquisitions, Shares | 40,990 | ||||||||||
Issuance of Series G convertible preferred stock, net of issuance costs | $ 343.3 | ||||||||||
Issuance of Series G convertible preferred stock, net of issuance costs, Shares | 22,306,800 | ||||||||||
Issuance of common stock upon exercise of stock options | 7.6 | 7.6 | 7.6 | ||||||||
Issuance of common stock upon exercise of stock options, Shares | 5,075,790 | ||||||||||
Stock-based compensation | 37.4 | 37.4 | 37.4 | ||||||||
Ending balance at Dec. 31, 2019 | (681.6) | (681.6) | 143.4 | 0.1 | (825.1) | $ 1,525.7 | |||||
Ending balance, shares at Dec. 31, 2019 | 246,365,350 | 109,294,060 | |||||||||
Net loss | (270.2) | (270.2) | (270.2) | ||||||||
Cumulative change in accounting principle (ASU 2016-13) | $ (5.6) | $ (5.6) | $ (5.6) | ||||||||
Unrealized gain (loss) on investments | (0.1) | (0.1) | (0.1) | ||||||||
Issuance of shares in connection with acquisitions | 1.2 | 1.2 | 1.2 | ||||||||
Issuance of shares in connection with acquisitions, Shares | 401,310 | ||||||||||
Conversion of Series D convertible preferred stock | 40 | 40 | 40 | $ (40) | |||||||
Conversion of Series D convertible preferred stock, Shares | (9,382,620) | 9,382,620 | |||||||||
Issuance of Series G convertible preferred stock, net of issuance costs | $ 1 | ||||||||||
Issuance of Series G convertible preferred stock, net of issuance costs, Shares | 64,820 | ||||||||||
Issuance of common stock upon exercise of stock options | 9.6 | 9.6 | 9.6 | ||||||||
Issuance of common stock upon exercise of stock options, Shares | 2,710,680 | ||||||||||
Early exercise of stock options | 1,183,230 | ||||||||||
Vesting of early exercised stock options | 0.6 | 0.6 | 0.6 | ||||||||
Stock-based compensation | 43.2 | 43.2 | 43.2 | ||||||||
Ending balance at Dec. 31, 2020 | (862.9) | (862.9) | 238 | 0 | (1,100.9) | $ 1,486.7 | |||||
Ending balance, shares at Dec. 31, 2020 | 237,047,550 | 122,971,900 | |||||||||
Net loss | (494.1) | $ 0 | (494.1) | (494.1) | |||||||
Acquisition related non-controlling interest | 3.8 | 3.8 | |||||||||
Issuance of shares in connection with acquisitions | 10.1 | 10.1 | 10.1 | ||||||||
Issuance of shares in connection with acquisitions, Shares | 855,740 | ||||||||||
Conversion of Series D convertible preferred stock | 67.6 | 67.6 | 67.6 | $ (67.6) | |||||||
Conversion of Series D convertible preferred stock, Shares | (15,920,450) | 15,920,450 | |||||||||
Conversion of convertible preferred stock to common stock in connection with the initial public offering | 1,419.1 | 1,419.1 | 1,419.1 | $ (1,419.1) | |||||||
Conversion of convertible preferred stock to common stock in connection with the initial public offering, Shares | (221,127,100) | 223,033,725 | |||||||||
Issuance of common stock in connection with the initial public offering, net of issuance costs | 438.7 | 438.7 | 438.7 | ||||||||
Issuance of common stock in connection with the initial public offering, net of issuance costs, Shares | 26,296,438 | ||||||||||
Issuance of common stock upon exercise of stock options | $ 21.3 | 21.3 | 21.3 | ||||||||
Issuance of common stock upon exercise of stock options, Shares | 9,318,462 | 9,318,012 | |||||||||
Early exercise of stock options | 918,590 | ||||||||||
Vesting of early exercised stock options | $ 5 | 5 | 5 | ||||||||
Stock-based compensation | 301.4 | 301.4 | 301.4 | ||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld | (62.4) | (62.4) | (62.4) | ||||||||
Issuance of common stock upon settlement of RSUs, net of taxes withheld, Shares | 10,871,486 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 847.6 | $ 3.8 | $ 843.8 | $ 2,438.8 | $ 0 | $ (1,595) | $ 0 | ||||
Ending balance, shares at Dec. 31, 2021 | 0 | 409,267,751 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities | |||
Net loss | $ (494.1) | $ (270.2) | $ (388) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 64.4 | 51.2 | 40.9 |
Stock-based compensation | 386.3 | 43.2 | 37.4 |
Equity in loss of unconsolidated entity | 1.3 | ||
Change in acquisition related contingent consideration | (4.7) | 8.9 | (9.9) |
Bad debt expense | 8.9 | 16 | 6.8 |
Amortization of debt issuance costs | 1.1 | 0.3 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 8.5 | (16.3) | (18.2) |
Compass Concierge receivables | 9.4 | 16.6 | (84.8) |
Other current assets | (40) | 19.4 | (45) |
Other non-current assets | (11.8) | (4.9) | 6.3 |
Operating lease right-of-use assets and operating lease liabilities | 2.4 | 34.6 | 21.8 |
Accounts payable | (3.3) | (6.5) | 9.2 |
Commissions payable | (0.3) | 29.1 | 21.6 |
Accrued expenses and other liabilities | 43.3 | 20.5 | 24.9 |
Net cash provided by (used in) operating activities | (28.6) | (58.1) | (377) |
Investing Activities | |||
Purchases of marketable securities | (70.7) | ||
Proceeds from sales and maturities of marketable securities | 55.5 | 572.9 | |
Investment in unconsolidated entity | (5) | ||
Capital expenditures | (50.1) | (43.3) | (74.1) |
Payments for acquisitions, net of cash acquired | (137.4) | (25.6) | (38.2) |
Net cash (used in) provided by investing activities | (192.5) | (13.4) | 389.9 |
Financing Activities | |||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 1 | 343.3 | |
Proceeds from exercise and early exercise of stock options | 26.9 | 15.9 | 7.6 |
Taxes paid related to net share settlement of equity awards | (62.4) | ||
Proceeds from drawdowns on Concierge credit facility | 39.5 | 11.4 | 0 |
Repayments of drawdowns on Concierge credit facility | (31.7) | (3) | 0 |
Payments of contingent consideration related to acquisitions | (10.7) | (3.2) | (0.7) |
Payments of debt issuance costs for credit facilities | (1.9) | (1.3) | |
Payments 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 | 350.2 |
Net increase (decrease) in cash and cash equivalents | 178.2 | (51.6) | 363.1 |
Cash and cash equivalents at beginning of period | 440.1 | 491.7 | 128.6 |
Cash and cash equivalents at end of period | 618.3 | 440.1 | 491.7 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 1.3 | 0.2 | |
Supplemental non-cash information: | |||
Issuance of common stock for acquisitions | 10.1 | 1.2 | |
Conversion of convertible preferred stock in connection with initial public offering | 1,419.1 | ||
Conversion of Series D convertible preferred stock | 67.6 | $ 40 | |
Common Class A [Member] | |||
Financing Activities | |||
Taxes paid related to net share settlement of equity awards | $ (62.4) | ||
Supplemental non-cash information: | |||
Issuance of common stock for acquisitions | $ 0.1 |
Business
Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | 1. Business Description of the Business Compass, Inc. (the “Company”) was incorporated in Delaware on under the name Urban Compass, Inc. On January , , 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 The Company’s agents are independent contractors who affiliate their real estate licenses with the Company, operating their businesses on the Company’s platform and under the Compass brand. The Company generates revenue from clients through its agents by assisting home sellers and buyers in listing, marketing, selling and finding homes as well as through the provision of services adjacent to the transaction, like title and escrow services, which comprise a smaller portion of the Company’s revenue to date. The Company currently generates substantially all of its revenue from commissions paid by clients at the time that a home is transacted. Stock Split In March 2021, the Company’s board of directors and the stockholders of the Company approved a ten-for-one ten-for-one 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 26,296,438 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 paid-in paid-in-capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of all controlled subsidiaries. The consolidated statements of operations include the results of entities acquired from the date of each respective acquisition. Consolidation The Company consolidates an entity if its ownership, direct or indirect, exceeds 50% of the outstanding voting shares of an entity and/or it has the ability to control the financial or operating policies through its voting rights, board representation or other similar rights. For entities where the Company does not have a controlling interest (financial or operating), the investments in such entities are accounted for using the equity method or at fair value with changes in fair value recognized in net income, as appropriate. The Company applies the equity method of accounting when it has the ability to exercise significant influence over operating and financial policies of an investee. The Company measures all other investments at fair value with changes in fair value recognized in net income or in the case that an equity investment does not have readily determinable fair values, at cost minus impairment (if any) plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. Use of Estimates The preparation of consolidated financial statements in conformity with 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 consolidated financial statements and reported amounts of revenue and expenses during the reporting periods covered by the consolidated financial statements and accompanying notes. These judgments, estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and stock awards, (ii) fair value of acquired intangible assets and goodwill, (iii) fair value of contingent consideration arrangements in connection with business combinations, (iv) incremental borrowing rate used for the Company’s operating lease, (v) useful lives of long-lived assets, (vi) impairment of intangible assets and goodwill, (vii) allowance for Compass Concierge receivables and (viii) income taxes and certain deferred tax assets. The Company determines its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates and these differences may be material. There are many uncertainties regarding the ongoing coronavirus (“COVID-19”) COVID-19 COVID-19 Segment Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has one operating and reportable segment. Substantially all long-lived assets are located in the United States and substantially all revenue is attributed to sellers and buyers based in the United States. Net Loss Per Share Attributable to Common Stockholders The Company follows the two-class method The two-class method The two-class method For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Foreign Currency The Company established its first foreign subsidiary in India in 2020. The functional currency of the entity is U.S. dollars. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at period-end using the period-end exchange Cash and Cash Equivalents The Company considers all investments with an original maturity date at the time of purchase of three months or less to be cash and cash equivalents. Cash equivalents consist primarily of money market funds. The Company’s accounts, at times, may exceed federally insured limits. Accounts Receivable and Allowance for Credit Losses Accounts receivable is stated as the amount billed, net of an estimated allowance for credit losses (“ACL”). The Company’s ACL is adjusted periodically and is based on management’s consideration of the age and nature of the past due accounts as well as specific payment issues. Changes in the Company’s estimate to the ACL is recorded through bad debt expense and individual accounts are charged against the allowance when all reasonable collection efforts are exhausted. The following table summarizes the activity of the ACL for Accounts receivable (in millions): December 31, 2021 2020 Opening balance $ 8.1 $ 2.7 Allowances 1.7 6.9 Net write-offs and other (2.7 ) (1.5 ) Closing balance $ 7.1 $ 8.1 Prepaid Incentives Other current assets and Other non-current assets Property and Equipment, net Property and equipment is reported at cost net of any accumulated depreciation and is depreciated using the straight-line method over the useful lives of the related assets. Expenditures for maintenance, repair and renewals of minor items are charged to expense as incurred. Major improvements are capitalized. The Company capitalizes costs associated with developing software systems that are in the application development stage. Software development costs that are incurred in the preliminary project stage and post-implementation stage are expensed as incurred. The useful lives of property and equipment are as follows: Description Useful Life Leasehold improvements Lesser of estimated useful life or remaining lease term Office furniture and equipment Five years Computer software and internally-developed software Three years Computer equipment Three years Business Combinations Business combinations are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, consisting primarily of third-party legal and consulting fees, are expensed as incurred. Intangible Assets Intangible assets resulting from the acquisition of entities are accounted for using the acquisition method based on management’s estimate of the fair value of assets received. Intangible assets are finite lived and mainly consist of customer relationships, workforce and acquired technology and are amortized over their respective estimated useful lives. The useful lives were determined by estimating future cash flows generated by the acquired intangible assets. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives within the Company’s operating expenses. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or asset groups (collectively “asset groups”) may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset groups’ carrying amount may not be recoverable. Recoverability of asset groups to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset group. If such asset groups were considered to be impaired, an impairment loss would be recognized when the carrying amount of the asset exceeds the fair value of the asset. No impairment losses for long-lived assets have been recognized in any of the periods presented. Goodwill Goodwill represents the excess of the cost of an acquired business over the fair value of the assets acquired at the date of acquisition. Goodwill is not subject to amortization but is subject to impairment testing on an annual basis, as of October 1, or whenever events and circumstances indicate that the carrying value of the reporting unit may be in excess of the reporting unit’s fair value. The Company has one reporting unit and tests goodwill for impairment at the reporting unit level. As part of the goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not that a two-step impairment If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the implied fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. The Company has not Leases The Company determines if an arrangement contains a lease at inception based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company classifies leases as either financing or operating. The Company does not have any finance leases. Right-of-use (“ROU”) Present value of lease payments are discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate. Because the Company’s operating leases generally do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for collateralized borrowings with a similar term, an amount equal to the lease payments and in a similar economic environment where the leased asset is located. The collateralized borrowings were based on the Company’s estimated credit rating corroborated with market credit metrics like debt level and interest coverage. The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) lease incentives under the lease. Options to renew or terminate the lease are recognized as part of the Company’s ROU assets and lease liabilities when it is reasonably certain the options will be exercised. ROU assets are also assessed for impairments consistent with the Company’s long-lived asset policy. The Company does not allocate consideration between lease and non-lease components, and non-lease components Operating leases are presented separately as operating lease right-of-use assets and non-current, in Revenue Recognition The Company generates revenue by assisting home sellers and buyers in listing, marketing, selling and finding homes. The Company holds the real estate brokerage license that is necessary under relevant state laws and regulations to provide brokerage services and therefore controls those services that are necessary to legally transfer real estate between home sellers and buyers. Although the Company’s agents are independent contractors, they cannot execute a real estate transaction without a brokerage license, which the Company possesses. The Company has the only contractual relationship for the sale or exchange of real estate with its clients. Accordingly, the Company is the principal in its transactions with home buyers and sellers. As principal, the Company recognizes revenue in the gross amount of consideration to which the Company expects to receive in exchange for those services. The Company concluded that its brokerage revenue contains a single performance obligation that is satisfied upon the closing of a real estate services transaction, at which point the entire transaction price is earned. Revenue is recognized upon the closing of a real estate transaction (i.e. purchase or sale of a home) since the Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. The Company operates exclusively in the United States and generates substantially all of its revenue from commissions from home sellers and buyers. In addition to commission revenue, the Company generates revenue through adjacent services related to the home transaction such as title and escrow services which comprised an immaterial amount of the consolidated revenue for the years ended December 31, 2021, 2020 and 2019. Management evaluated and determined that no disaggregation of revenue is necessary or appropriate. As the Company generally bills for its services at the time of revenue recognition, the Company does not have material deferred revenue or contract asset balances. In addition, the Company does not capitalize commissions paid to agents as incremental contract costs as there are no future benefits associated with the expenses. Commissions and Other Related Expense Commissions and other related expense primarily consist of commissions paid to the Company’s agents, who are independent contractors to the Company, upon the closing of a real estate transaction (i.e., purchase or sale of a home), as well as stock-based compensation expense related to the Company’s Agent Equity Program (see Note 2 — “Summary of Significant Accounting Policies — Stock-Based Compensation”) and fees paid to external brokerages for client referrals, which are recognized and paid upon the closing of a real estate transaction. The Company also charges resource fees to affiliated agents. These fees are either transaction based, where amounts are collected at the closing of a brokerage transaction, or in the form of periodic fixed fees over a defined period of time. Fees charged to affiliated agents are recognized as a reduction to Commissions and other related expense as the reimbursements do not constitute a form of revenue nor do they constitute a reimbursement for a specific, incremental, identifiable cost for the Company. Sales and Marketing Sales and marketing expense consists primarily of marketing and advertising expenses, compensation and other personnel-related costs for employees supporting sales, marketing, expansion and related functions, occupancy-related costs for the Company’s regional offices, agent acquisition incentives and costs related to administering the Compass Concierge Program, including associated bad debt expenses. Advertising expense primarily includes the cost of marketing activities such as print advertising, online advertising and promotional items, which are expensed as incurred. Advertising costs were $118.1 million, $101.1 million and $103.9 million for the years ended December 31, 2021, 202 0 Operations and Support Operations and support expenses include compensation and other personnel related expenses for employees supporting agents, third-party consulting and professional services costs, fair value adjustments to contingent consideration for the Company’s acquisitions and other related expenses. Research and Development Research and development expense consists primarily of compensation and other personnel-related costs for employees in the product, engineering and technology functions, website hosting expenses, software licenses and equipment, third-party consulting costs, data licenses and other related expenses. General and Administrative General and administrative expense primarily consists of compensation costs for executive management and administrative employees, including finance and accounting, legal, human resources and communications, the occupancy costs for the Company’s New York headquarters and other offices supporting administrative functions, professional services fees, insurance expenses and talent acquisition expenses. Depreciation and Amortization Depreciation and amortization expense primarily consists of depreciation and amortization of the Company’s property and equipment, capitalized software and acquired intangible assets. Interest Expense Interest expense consists primarily of expense related to the interest, commitment fees and amortization of debt issuance costs associated with the Company’s revolving credit facility and concierge credit facility. See Note 9 — “Debt.” Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to settle. The effect on deferred tax assets and liabilities resulting from a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred tax assets and liabilities are classified as non-current in (“ASU”) No. 2015-17. Valuation The Company recognizes tax benefits from uncertain tax positions only if the Company believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company continuously reviews issues raised in connection with ongoing examinations and open tax years to evaluate the adequacy of its tax liabilities. The Company’s policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on its financial condition and operating results. The provision for income taxes includes the effects of any reserves that management identifies. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants on the measurement date. The accounting standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity, requiring the Company to develop its own assumptions. The carrying amount of the Company’s financial instruments including Cash and cash equivalents, Accounts receivable, Compass Concierge receivables, Accounts payable and Commissions payable approximate their respective fair values because of their short maturities. As of December 31, 2021 and 2020, the carrying amount of the Company’s debt facilities approximates fair value as the stated interest rate approximates market rates currently available to the Company. See Note 5 — “Fair Value of Financial Assets and Liabilities,” for more information on the fair value of financial assets and liabilities. Stock-Based Compensation The Company measures compensation expense for all stock-based awards based on the estimated fair value of the awards on the date of grant. Compensation expense is generally recognized as expense on a straight-line basis over the service period based on the vesting requirements. The Company recognizes forfeitures as they occur. For stock options, which the Company issues to employees and affiliated agents, the Company generally estimates the fair value using the Black- Scholes option pricing model, which requires the input of subjective assumptions, including (1) the fair value of common stock, (2) the expected stock price volatility, (3) the expected term of the award, (4) the risk-free interest rate and (5) expected dividends. The Company also issues RSUs to employees and affiliated agents. In addition to the issuance of RSUs to agents as equity compensation for the provision of services, the Company offers RSUs to affiliated agents through its Agent Equity Program. The Agent Equity Program offers affiliated agents the ability to elect to have a portion of their commissions earned during a calendar year to be paid in the form of RSUs. RSUs issued in connection with the Agent Equity Program are granted at the beginning of the year following the calendar year in which the commissions were earned and are subject to the terms and conditions of the 2012 Stock Incentive Plan and the 2021 Equity Incentive Plan, as applicable. The Company’s RSUs granted prior to December 2020 generally vest based upon the satisfaction of both a service-based condition and a liquidity event-based condition. The service-based vesting condition for these awards is generally satisfied over four years, except for the RSUs associated with the 2020 Agent Equity Program which vested immediately on the date of issuance. The liquidity event-based vesting condition is satisfied on the occurrence of a qualifying event, generally defined as a change in control or the effective date of the registration statement for the Company’s IPO. The fair value of these RSUs is measured based on the fair value of the Company’s common stock on the grant date and will begin to be recognized as expense when both the required service-based vesting condition and the liquidity event-based vesting condition has 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—Initial Public Offering.” Beginning in December 2020, the Company began issuing RSUs that vest upon the satisfaction of only a service-based vesting condition that is generally ranging from four For RSUs to be granted in connection with the 2021 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 On a limited basis, the Company has issued stock options and RSUs that contain service, performance and market-based vesting conditions that include stock price targets to be met after the listing of the Company’s stock on a public exchange. Such awards are valued using a Monte Carlo simulation and the underlying expense will be recognized as the associated vesting conditions are met. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) which In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) obtain internal-use software an internal-use software In November 2019, the FASB issued ASU No. 2019-08, Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share-Based Consideration Payable to a Customer Compensation — Stock Compensation In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes a step-up in New Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations and Asset Acquisitions | 3. Business Combinations and Asset Acquisitions Assets acquired and liabilities assumed in business combinations are recognized at their acquisition date fair values. Determination of the fair values of assets and liabilities acquired requires estimates and the use of valuation techniques when market values are not readily available. The results of operations of businesses acquired by the Company have been included in the consolidated statements of operations since their respective dates of acquisition. Goodwill generated from all business combinations completed was primarily attributable to expected synergies from future growth and potential monetization opportunities. 2021 Acquisitions During the year ended December 31, 2021, the Company completed several business acquisitions including the acquisition of 100% of the ownership interests in KVS Title, LLC, a title insurance and escrow settlement services company, Glide Labs, Inc., a real estate technology company, Randall Family of Companies, a group of Southern Coastal New England residential real-estate brokerage entities, three end-to-end During 2021, the Company completed two asset acquisitions of smaller residential real estate brokerages in connection with ongoing agent recruitment efforts in key domestic markets. The consideration for these two acquisitions comprised $13.2 million in cash, net of cash acquired , million in the Company’s Class A common stock and up to $3.4 million of additional cash that may be paid contingent on certain earnings-based targets being met. During the year ended December 31, 2021, the Company recorded net assets of $23.9 million primarily comprised of customer relationships. Such amounts are also included in the tables below. Total Consideration of Business Combinations and Asset Acquisitions The following table summarizes the aggregate fair value of the components of the purchase consideration, as of the respective dates of each of the business combinations and asset acquisitions (in millions): Cash paid at closing $ 148.6 Class A common stock issued 5.8 Cash to be paid after closing 21.8 Contingent consideration 5.6 Non-controlling interest 3.8 $ 185.6 The following table summarizes the preliminary allocations of the purchase price for the business combinations and asset acquisitions (in millions): Cash and cash equivalents $ 11.2 Other current assets 4.1 Property and equipment 2.5 Goodwill (1) 68.5 Operating lease right-of-use 12.8 In t (2) Acquired Technology 5.5 Customer 90.7 Trademarks 11.3 Total assets $ 206.6 Total liabilities $ (21.0 ) Net assets $ 185.6 (1) Approximately $22.9 million of the goodwill is deductible for tax purposes. The amount of tax-deductible goodwill may increase in the future to approximately $52.1 (2) The identified intangible assets have a useful life of 2-9 years. The Company has recorded the preliminary purchase price allocation as of the acquisition dates and expects to finalize its analysis within the measurement period (up to one year from the acquisition date) of the respective transaction. Any adjustments during the measurement period would have a corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the consolidated statements of operations. Pro forma revenue and earnings for 2021 acquisitions have not been presented because they do not have a material impact to the Company’s consolidated revenue and results of operations, either individually or in the aggregate. 2020 Acquisitions Modus Technologies, Inc. On October 9, 2020, the Company completed the acquisition of 100% of the outstanding shares of Modus Technologies, Inc., a title and escrow company that provides an internally developed title and escrow technology platform to agents, home sellers and buyers. The purpose of the acquisition was to expand its title and escrow service offerings and technology capabilities. The consideration for the purchase of Modus Technologies, Inc. included a contingent consideration arrangement, payable over three years and based on the attainment of transaction-based targets as defined by the purchase agreement. The maximum amount of contingent consideration that could be earned was million and will continue to adjust the contingent consideration liability at each reporting date to its then fair value, with any changes recorded through Operations and support in the accompanying consolidated statements of operations. See “Note 5 — Fair Value of Financial Assets and Liabilities” for further discussion of inputs used to determine the fair value of contingent consideration. A portion of this contingent consideration is subjected to forfeiture dependent on certain employees providing future service to the Company and will be accounted for as compensation expense over the required service periods. See “Other Acquisition Related Compensation” below. As of December 31, 2021, the remaining unpaid contingent consideration is $11.0 million and will be paid primarily in 2022 and 2023. Other During 2020, the Company completed several asset acquisitions. These transactions included the acquisition of smaller residential real estate brokerages in connection with ongoing agent recruitment efforts in key domestic markets. The consideration for these acquisitions was paid entirely in cash. The following table summarizes the aggregate fair value of the components of the purchase consideration, as of the respective dates of each of the acquisitions (in millions): Modus Other Cash paid at closing $ 27.7 $ 0.9 Cash to be paid after closing 2.0 — Contingent consideration (payable in the form of cash and Class A common stock) 20.0 — $ 49.7 $ 0.9 The following table summarizes the allocations of the purchase price (in millions): Modus Other Cash and cash equivalents $ 3.0 $ — Other current assets 0.1 — Property and equipment 0.5 — Goodwill (1) 38.4 — Operating lease right-of-use assets 4.1 — Intangible assets (2) Acquired technology 6.3 — Customer 1.3 0.9 Trademarks 1.7 — Total assets $ 55.4 $ 0.9 Total liabilities $ (5.7 ) $ — Net assets $ 49.7 $ 0.9 (1) The goodwill is non-tax deductible. (2) The identified intangible assets have a useful life of 3-6 years. Pro forma revenue and earnings for 2020 acquisitions have not been presented because they do not have a material impact to the Company’s consolidated revenue and results of operations, either individually or in aggregate. 2019 Acquisitions Contactually, Inc. In February 2019, the Company completed the acquisition of 100% of the outstanding shares of Contactually, Inc. (“Contactually”), a technology company that provides an internally developed cloud-based Customer Relationship Management (“CRM”) platform tailored to the real estate industry. The Company acquired Contactually primarily for its CRM expertise and engineering employees to assist in the development of the Company’s own proprietary CRM software platform. Other During 2019, the Company completed the acquisition of several residential real estate brokerages in connection with ongoing agent recruitment efforts in key domestic markets. The consideration for these acquisitions includes contingent consideration arrangements, payable over a period of up to 6 years and are based on the attainment of profitability targets as defined by the purchase agreements. The maximum amount that can be earned is $13.1 million, payable in cash. The Company recorded the contingent consideration at its fair value of $7.4 million and will continue to adjust the contingent consideration liabilities at each reporting date to its then fair value, with any changes recorded to Operations and support in the accompanying consolidated statements of operations. The following table summarizes the aggregate fair value of the components of the purchase consideration, as of the respective dates of each of the acquisitions (in millions): Contactually, Other Cash paid at closing $ 24.5 $ 14.6 Elimination of pre-existing relationships 1.6 — Contingent consideration (payable in the form of cash) — 7.4 $ 26.1 $ 22.0 The following table summarizes the allocation of the purchase price (in millions): Contactually, Other Cash and cash equivalents $ 1.0 $ 2.8 Other current assets 1.0 0.4 Property and equipment — 6.7 Goodwill (1) 21.3 6.2 Operating lease right-of-use assets 1.8 33.7 Intangible assets (2) Acquired technology 5.7 — Customer relationships — 6.5 Trademarks — 0.6 Other non-current assets 0.3 1.1 Total assets $ 31.1 $ 58.0 Total liabilities $ (5.0 ) $ (36.0 ) Net assets $ 26.1 $ 22.0 (1) The goodwill is non-tax deductible. (2) The identified intangible assets have a useful life of 2-9 years. Pro forma revenue and earnings for 2019 acquisitions have not been presented because they do not have a material impact to the Company’s consolidated revenue and results of operations, either individually or in aggregate. Contingent Consideration Contingent consideration represents obligations of the Company to transfer cash and common stock to the sellers of certain acquired businesses in the event that certain targets and milestones are met. Approximately $11.0 million of the obligations as of December 31, 2021 are fixed in value. As of December 31, 2021, the undiscounted maximum payment under these arrangements was $24.4 million. Changes in contingent consideration measured at fair value on a recurring basis were as follows (in millions): Year Ended December 31, 2021 2020 2019 Opening balance $ 39.8 $ 16.4 $ 19.6 Acquisitions 5.6 20.0 7.4 Fair value (gains) losses included in net loss (4.7 ) 8.9 (9.9 ) Payments (16.3 ) (5.5 ) (0.7 ) Closing balance $ 24.4 $ 39.8 $ 16.4 Other Acquisition Related Compensation In connection with the Company’s acquisitions, a portion of the cash and equity $ s Similarly, the Company granted 277,776, 221,390 and 21,080 shares of common stock to sellers in accordance with arrangements where receipt of the shares were contingent on certain employees and agents providing continued service to the Company in the years ended December 31, 2021, 2020 and 2019. Accordingly, these share-based payments will be accounted for as stock-based compensation expense over the underlying retention periods. For the years ended December 31, 2021 and 2019, the Company recognized $1.1 million and $0.6 million in stock-based compensation expense within Operations and support in the accompanying consolidated statement of operations related to these arrangements. There was no stock-based compensation expense related to these compensation arrangements recognized during the year ended December 31, 2020. |
Joint Venture
Joint Venture | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture | 4. Joint Venture In July 2021, the Company and Guaranteed Rate, Inc. (“Guaranteed Rate”) formed a joint venture, OriginPoint, LLC (“OriginPoint”), a new mortgage origination company. OriginPoint was formed for the purpose of conducting a mortgage origination and lending business and providing related services for the Company’s real estate brokerage clients, as well as the clients of any other brokerage in the context of a new purchase or other customers not working with a brokerage in the context of a refinancing, in order to make loans available to a broad consumer audience. OriginPoint will originate, process, underwrite, close and/or fund mortgage loans for sale, transfer and assignment to investors and eligible wholesale lenders, including affiliates, or effect any other secondary market transactions related to such mortgage loans. OriginPoint began originating mortgages in December 2021. OriginPoint is owned 49.9% by the Company, and 50.1% by Guaranteed Rate. The Company and Guaranteed Rate each contributed capital of $5.0 million when OriginPoint was formed in July 2021 and have not contributed any additional capital through December 31, 2021. The Company is accounting for OriginPoint as an equity method investment and will record its equity earnings or losses related to OriginPoint within Equity in loss of unconsolidated entity The Company’s investment in OriginPoint had a balance of $ 3.7 Other non-current 1.3 million during the year ended December 31, 2021. No dividends were received by the Company during the year ended December 31, 2021. OriginPoint has established and maintains its own warehouse lines of credit, and it funds its own mortgage loan transactions from these independent sources. The warehouse lines maintained by OriginPoint are collaterized by the underlying mortgages available for sale and are non-recourse to Compass. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 5. Fair Value of Financial Assets and Liabilities The Company’s cash and cash equivalents of $618.3 million and $440.1 million as of December 31, 2021 and 2020, 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 Level There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented. Level 3 Financial Liabilities The Company’s Level 3 financial liabilities relate to contingent consideration for acquisitions. Contingent consideration represents obligations of the Company to transfer cash and common stock to the sellers of certain acquired entities in the event that certain targets and milestones are met. As of December 31, 2021, the undiscounted maximum payment under these arrangements was $24.4 million which is expected to be paid over a period of up to 4 years. The primary method the Company used to estimate the fair value of the contingent consideration was a Monte Carlo simulation, which is based on significant inputs, such as forecasted future results of the acquired businesses, which are not observable in the market, discount rates and earnings volatility measures. The changes in the fair value of Level 3 financial liabilities are included within Operations and support in the accompanying consolidated statement s The following tables present quantitative information regarding the significant unobservable inputs utilized by the Company to measure its Level 3 liabilities, consisting of different contingent consideration agreements, at fair value on a recurring basis: Year Ended December 31, 2021 2020 2019 Discount rate 0.0% - 2.0% 0.0% - 2.0% 0.0% - 4.0% Weighted average discount rate 0.5% 1.3% 3.3% Earnings volatility 0.0% - 15.0% 0.0% - 18.0% 0.0% - 45.0% Weighted average earnings volatility 3.3% 6.9% 12.0% The following tables present the balances of contingent consideration as presented in the consolidated balance sheets (in millions): December 31, 2021 2020 Accrued expenses and other current liabilities $ 12.9 $ 19.1 Other non-current 11.5 20.7 Total contingent consideration $ 24.4 $ 39.8 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 6. Property and Equipment, Net Property and equipment, net consisted of the following (in millions): December 31, 2021 2020 Leasehold improvements $ 158.2 $ 144.1 Office furniture and equipment 31.9 29.0 Computer software and internally-developed software 28.1 23.8 Computer equipment 24.2 22.0 242.4 218.9 Less: accumulated depreciation (85.0 ) (77.2 ) Property and equipment, net $ 157.4 $ 141.7 The Company recorded depreciation expense related to property and equipment of $38.5 million, $34.4 million and $24.3 million for the years ended December 31, 2021, 2020 and 2019, respectively which includes $6.0 The Company capitalized internally-developed software costs of $15.7 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 7. Goodwill and Intangible Assets, Net The following table summarizes the changes in the carrying amount of goodwill (in millions): Amount Balance at December 31, 2019 $ 81.4 Acquisitions 38.4 Balance at December 31, 2020 $ 119.8 Acquisitions 68.5 Balance at December 31, 2021 $ 188.3 The following table summarizes the carrying amounts and accumulated amortization of intangible assets (in millions, except weighted-average remaining useful life): December 31, 2021 Useful Life Gross Carrying Accumulated Net Value Weighted Finite-lived intangible assets: Customer 2-9 years $ 150.4 $ (42.9 ) $ 107.5 4.3 Acquired technology 2-5 17.5 (9.0 ) 8.5 3.2 Trademarks 2-9 13.6 (2.7 ) 10.9 5.4 Indefinite-lived intangible assets : Domain name 0.3 — 0.3 n/a Total $ 181.8 $ (54.6 ) $ 127.2 December 31, 2020 Useful Life Gross Carrying Accumulated Net Value Weighted Finite-lived intangible assets: Customer 3-9 years $ 59.7 $ (22.4 ) $ 37.3 4.4 Workforce 2 years 9.7 (9.7 ) — — Acquired technology 2-3 12.0 (5.7 ) 6.3 2.6 Trademarks 2-3 2.3 (0.6 ) 1.7 2.7 Indefinite-lived intangible assets : Domain name 0.3 — 0.3 n/a Total $ 84.0 $ (38.4 ) $ 45.6 Amortization expense was $ million, $ million and $ million, for the years ended December 31, 2021, 2020 and 2019, respectively. Estimated future amortization expense for finite-lived intangible assets as of December 31, 2021 is as follows (in millions): 2022 $ 32.7 2023 31.2 2024 26.8 2025 21.2 2026 9.8 Thereafter 5.2 Total $ 126.9 |
Other Current Assets and Accrue
Other Current Assets and Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Additional Financial Information | 8. Other Current Assets and Accrued Expenses and Other Current Liabilities Other current assets consisted of the following (in millions): December 31, 2021 2020 Prepaid $ 52.7 $ 29.2 Other 42.2 25.7 Other current assets $ 94.9 $ 54.9 Accrued expenses and other current liabilities consisted of the following (in millions): December 31, 2021 2020 Agent equity program $ 84.8 $ — Accrued compensation 67.4 46.5 Accrued other acquisition related compensation, current 23.6 1.3 Contingent consideration, current 12.9 19.1 Other 52.2 39.9 Accrued expenses and other current liabilities $ 240.9 $ 106.8 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 9. 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. Prior to July 29, 2021 borrowings under the Concierge Facility accrued interest at rates equal to the adjusted London interbank offered rate (“LIBOR”) plus a margin of 3.00% as adjusted, or an alternate rate of interest upon the occurrence of certain changes in LIBOR. Additionally, prior to July 29, 2021, the Company was required to pay an annual commitment fee of 0.50% on a quarterly basis based on the unused portion of the Concierge Facility irrespective of the Company’s utilization rate. On July 29, 2021, the Company amended and restated the Concierge Facility (the “A&R Concierge Facility”), extending the revolving period for another twelve months, lowering the interest rate to LIBOR plus a margin of 1.85%, which may be adjusted, and lowering the annual commitment fee to 0.35% if the 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%). Pursuant to the A&R Concierge Facility, the principal amount, if any, is payable in full in January 2023, unless earlier terminated or extended. The interest rate on the Concierge Facility was 3.23% as of December 31, 2021. The Company has the option to repay the borrowings under the Concierge Facility without premium or penalty prior to maturity. The Concierge Facility contains customary affirmative covenants, such as financial statement reporting requirements, as well as covenants that restrict 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 Concierge Facility will automatically be reduced to zero and the Company will be required to repay any outstanding loans under the Concierge Facility. As of December 31, 2021, the Company was in compliance with the covenants under the Concierge Facility. The Company incurred debt issuance costs of $0.5 million and $ million during the year s non-current Revolving Credit Facility In March , the Company entered into a Revolving Credit and Guaranty Agreement (the “Revolving Credit Facility”) with several lenders and issuing banks and Barclays Bank PLC, as administrative agent and as collateral agent. The Revolving Credit Facility provides for a $ million revolving credit facility, which may be increased by the greater of $ million and % of the Company’s consolidated total assets, plus such additional amount so long as the Company’s total net leverage ratio does not exceed : on a pro forma basis as of the most recent test period, subject to the terms of the Revolving Credit Facility. The Revolving Credit Facility also includes a letter of credit sublimit which is the lesser of (i) $ 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 Company’s assets 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%. In the Revolving Credit Facility, the base rate is defined as 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 The Company is also obligated to pay other customary fees for a credit facility of this size and 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 and fees associated with letters of credit. The principal amount, if any, is payable in full in March 2026, unless earlier terminated or extended. The Company has the option to repay the Company’s borrowings, and to permanently reduce the loan commitments whole or in part, under the Revolving Credit Facility without premium or penalty prior to maturity. As of December 31, 2021, there were no borrowings outstanding under the Revolving Credit Facility and outstanding letters of credit under the Revolving Credit Facility totaled approximately $30.3 million. The Revolving Credit Facility contains customary representations, warranties, financial covenants applicable to 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. The Company incurred debt issuance costs of $1.4 million in connection with the Revolving Credit Facility, which are included in Other current assets and Other non-current |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 10. Leases The components of lease costs for operating leases for the years ended December 31, 2021, 2020 and 2019 was as follows (in millions): Year Ended 2021 2020 2019 Operating lease costs $ 102.3 $ 93.1 $ 80.6 Short-term lease costs 7.2 5.7 16.6 Sublease income (3.2 ) (3.4 ) (2.2 ) Variable lease costs 29.0 26.4 25.7 Total $ 135.3 $ 121.8 $ 120.7 The Company has a small population of subleases whereby it acts as a lessor and has recognized sublease income as noted in the table above. The impact of this portfolio is not material to the consolidated financial statements. For the years ended December 31, 2021, 2020 and 2019, the Company recognized lease costs, net of sublease income, of $124.3 million, $110.2 million and $109.1 million, respectively, in Sales and marketing expenses and s Supplemental cash flow information related to leases was as follows (in millions): Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows used in operating leases $ 106.3 $ 92.0 $ 53.3 Supplemental disclosure of non-cash ROU assets obtained in exchange for new operating lease liabilities 137.1 66.3 193.5 The following table represents the weighted-average remaining lease term and discount rate for the Company’s operating leases: December 31, 2021 2020 Weighted average remaining lease term (years) 6.7 7.3 Weighted average discount rate 4.2 % 4.7 % Future undiscounted lease payments for the Company’s operating lease liabilities are as follows as of December 31, 2021 (in millions): 2022 $ 103.8 2023 108.2 2024 98.3 2025 84.4 2026 72.8 Thereafter 187.8 Total future lease payments 655.3 Less: imputed interest 90.8 Present value of lease liabilities $ 564.5 As of December 31, 2021, the Company had additional operating leases that have not yet commenced with future undiscounted lease payments of approximately $82.0 million. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. 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. Avi Dorfman v. Robert Reffkin and Urban Compass, Inc. In July 2014, Avi Dorfman (“Dorfman”) and RentJolt, Inc. (“RentJolt”) (collectively, “Plaintiffs”) filed suit against the Company and Robert Reffkin (“Defendants”), seeking compensation for certain services, trade secrets and other contributions allegedly provided in the formation of the Company. During the year ended December 31, 2021, the matter was settled and the Company recognized an expense of $21.3 million within General and administrative expense in the accompanying consolidated statements of operations. 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 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 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. Discovery is proceeding, with an end date set for October 3, 2022. The Company is unable to predict the outcome of this action or to reasonably estimate the possible loss or range of loss, if any, arising from the claims asserted therein. Letter of Credit Agreements The Company has irrevocable letters of credit with various financial institutions, primarily related to security deposits for leased facilities. As of December 31, 2021 and 2020, the Company was contingently liable for $54.5 million and $50.7 million, respectively, under these letters of credit. As of December 31, 2021, $30.3 million and $24.2 million of these letters of credit were collateralized by the Company’s Revolving Credit Facility and cash and cash equivalents, respectively. As of December 31, 2020, all letters of credit were collateralized by the Company’s cash and cash equivalents. Escrow and Trust Deposits As a service to its home buyers and home seller clients, the Company administers escrow and trust deposits which represent undistributed amounts for the settlement of real estate transactions. The escrow and trust deposits totaled $172.1 million and $46.1 million, respectively , |
Preferred Stock and Common Stoc
Preferred Stock and Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Preferred Stock and Common Stock | 12. Preferred Stock and Common Stock Convertible Preferred Stock In 2019, the Company issued 22,306,800 shares of Series G convertible preferred stock for proceeds of $343.3 million, net of $0.8 million issuance costs. In 2020, the Company amended its certificate of incorporation and changed the authorized shares of Series G convertible preferred stock to 22,371,620 and issued an additional 64,820 shares of Series G convertible preferred stock for proceeds of $1.0 million. In 2020, 9,382,620 shares of Series D convertible preferred stock were converted into an equal number of shares of Class A common stock at the election of the holder resulting in the reclassification of $40.0 million in carrying value from Convertible preferred stock to Common stock and Additional paid-in capital. The Company’s convertible preferred stock authorized, issued and outstanding, the aggregate liquidation preferences, including dividends that would be due if and when declared by the board of directors we re December 31, 2020 Series of Convertible Year Issued Shares Shares Issuance Price/ Aggregate Carrying Value Series A 2013 54,811,930 54,811,930 $ 1.0000 $ 54.8 $ 54.7 Series B 2014-2015 18,133,240 18,133,240 2.0766 37.7 37.5 Series C 2015-2016 13,580,260 13,580,260 4.0500 55.0 54.8 Series D 2016-2017 25,303,070 15,920,450 4.2632 67.9 67.6 Series E 2017-2018 78,543,890 78,543,890 6.7478 530.0 529.0 Series F 2018 33,686,160 33,686,160 11.8570 399.4 398.8 Series G 2019-2020 22,371,620 22,371,620 15.4269 345.1 344.3 246,430,170 237,047,550 $ 1,489.9 $ 1,486.7 In March 2021, the holders of 15,920,450 shares of the Company’s Series D convertible preferred stock elected to convert such shares into an equal number of shares of Class A common stock. During April 2021, in connection with the IPO, all series of the Company’s convertible preferred stock then outstanding were converted into 223,033,725 shares of Class A common stock and the Company reclassified $1.4 billion of Convertible preferred stock to Additional paid-in-capital. Undesignated Preferred Stock In April 2021, the Company adopted a restated certificate of incorporation which provides for authorized undesignated preferred stock to 25,000,000. As of December 31, 2021, there are no shares of the Company’s preferred stock issued and outstanding. Common Stock In February 2021, the Company approved the establishment of Class C common stock and an agreement with the Company’s CEO to exchange his Class A common stock for Class C common stock. On March 31, 2021, in connection with the effectiveness of the registration statement for the Company’s IPO, 15,244,490 shares of Class A common stock held by the Company’s founder and CEO were automatically exchanged for an equivalent number of shares of Class C common stock. In addition, any Class A common stock issued to the Company’s CEO from RSU awards granted prior to February 2021 are able to be exchanged for Class C common stock. Each share of Class C common stock is entitled to twenty votes per share and will be convertible at any time into one share of Class A common stock and will automatically convert into Class A common stock under certain “sunset” provisions. Other than certain permitted transfers for estate planning purposes, upon a transfer of Class C common stock, the Class C common stock will convert into Class A common stock. In April 2021, the Company adopted a restated certificate of incorporation and changed its authorized capital stock to consist of 12,500,000,000 shares of Class A common stock, 1,250,000,000 shares of Class B common stock and 100,000,000 shares of Class C common stock. Each class has par value of $0.00001. On July 1, 2021, the board of directors of the Company approved the conversion of all outstanding shares of the Company’s Class B common stock into the same number of shares of the Company’s Class A common stock effective on that date. As of December 31, 2020, the Company had 2,250,000 shares of Class A common stock issued and held as treasury stock which were subsequently retired on July 1, 2021. The followings tables reflect the authorized, issued and outstanding shares for each of the common share classes as of December 31, 2021 and 2020: December 31, 2021 Shares Shares Issued Shares 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 December 31, 2020 Shares Shares Issued Shares Class A common stock 530,136,050 118,549,390 116,299,390 Class B common stock 170,618,860 6,672,510 6,672,510 Total 700,754,910 125,221,900 122,971,900 The rights of common stock are as follows: Voting Holders of Class A common stock are entitled to one vote per share. Holders of Class B common stock are not entitled to vote. Holders of Class C common stock are entitled to twenty votes per share. Dividends When and if declared by the Company’s board of directors, holders of Class A and Class B common stock are entitled in proportion to the number of shares of common stock that would be held by each such holder if all shares of convertible preferred stock were converted to common stock. No dividends have been declared since inception. Liquidation The liquidation rights of the holders of Class A and Class B common stock are subject to and qualified by the rights and preferences of the holders of convertible preferred stock. Conversion Each share of Class A common stock may be converted to one share of Class B common stock at the option of the holder. Each share of Class B common stock may be converted to one share of Class A common stock only upon the following events: • the Company’s sale of its common stock pursuant to an effective registration statement; • any transfer of such share to a holder of convertible preferred stock; and • the approval of such conversion by the board of directors; such conversion shall be deemed to have been made immediately prior to the closing date of the public offering. Each share of Class C common stock is convertible at any time of the option of the holder into one share of Class A common stock. Each share of Class C common stock will automatically convert into a share of Class A common stock upon sale or transfer, except for certain permitted transfers. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 13. Stock-Based Compensation 2012 Stock Incentive Plan In October 2012, the Company adopted the 2012 Stock Incentive Plan and non-employees can with ten-year contractional ten-year . 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 29,666,480 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 Company’s 2012 Plan. In addition, on January 1 st (5%) of the total number of outstanding shares of common stock and shares of preferred stock of the Company’s outstanding (on an as converted to common stock basis) on the immediately preceding December 31 st 26,196,697 shares available for future grants under the 2021 Plan, inclusive of those shares transferred from the 2012 Plan. Effective January 1, 2022 the shares available for future grants were increased by an additional 20,457,795 shares as a result of the annual increase provision described above. 2021 Employee Stock Purchase Plan In February 2021, the Company’s board of directors and stockholders adopted and approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP authorizes the issuance of 7,416,620 shares of common stock to purchase rights granted 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 one percent (1%) of the total number of outstanding shares of common stock 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 150,000,000 shares of common stock may be issued over the term of the ESPP, subject to certain exceptions set forth in the ESPP. Effective January 1, 2022 the shares available for issuance under the ESPP were increased by an additional 3,918,007 result of the annual provision described above. As of the date of this filing, no shares have been issued Stock Options Stock options vest over a prescribed service period generally lasting . Upon the exercise of any stock options, the Company issues shares to the award holder from the pool of authorized but unissued common stock. The fair value of each stock option award is estimated on the grant date using the Black-Scholes option pricing model with the exception of certain stock options that have market-based vesting conditions which are valued using a Monte Carlo simulation. The inputs used below are subjective and require significant judgement to determine. Year Ended December 31, 2021 2020 2019 Expected term (in years) 6.3 7.0 5.9 Risk-free interest rate 0.9 % 0.8 % 2.3 % Expected volatility 49.3 % 45.1 % 45.0 % Dividend rate — % — % — % Fair value of common stock (range for the period) $ 8.80 - $18.00 $ 6.65 - $23.44 $ 5.16 - $6.44 Weighted average grant date fair value of options granted $ 8.68 $ 5.67 $ 2.62 Each of these inputs is subjective and generally requires significant judgment. Expected Term Risk-Free Interest Rate for zero-coupon U.S. Expected Volatility Dividend Rate Fair Value of Common Stock A summary of stock option activity under the 20 12 20 12 presented below (in millions, except share and per share amounts): Number of Shares Weighted Weighted (in years) Aggregate Balance as of December 31, 2020 62,827,150 $ 4.55 7.8 $ 1,208.0 Granted 3,375,940 13.89 Exercised (9,318,462 ) 2.89 Forfeited (2,359,089 ) 6.87 Balance as of December 31, 2021 54,525,539 $ 5.30 7.1 $ 221.3 Excercisable and vested at December 31, 2021 34,618,347 $ 4.02 6.3 $ 176.6 During the years ended December 31, 2021, 2020 and 2019, the intrinsic value of options exercised was $124.1 million, $9.8 million and $19.1 million, respectively. Stock-based compensation recognized during the years ended December 31, 2021, 2020 and 2019 associated with stock options was $46.5 million, $31.9 million and $35.4 million, respectively. As of December 31, 2021, unrecognized compensation costs totaled $113.1 million and are expected to be recognized over a weighted-average period of 3.3 years. In June 2020 , the Company granted 1,620,540 stock options with service, performance and market-based vesting conditions to an executive employee. These conditions include stock price targets to be met after the listing of the Company’s stock on a public exchange. For the year ended December 31, 2021, total compensation costs of $1.5 million related to these options was recognized. As of December 31 , 2021 , total compensation costs of $3.5 million related to these options has not yet been recognized. The remaining expense is Early Exercise of Stock Options A majority of the stock options granted under the 2012 Plan provide 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 the Company’s common stock. During the year ended December 31, 2021, 918,590 stock options were early exercised for total proceeds of $5.6 million. As of December 31, 2021, 1,068,300 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 paid-in Restricted Stock Units A summary of RSU activity under the 2012 Plan and the 2021 Plan is presented below: Number of Shares Weighted Balance as of December 31, 2020 32,556,160 $ 6.75 Granted 41,969,138 13.30 Vested and converted to common stock (15,779,232 ) 10.21 Forfeited (4,228,136 ) 13.20 Balance as of December 31, 2021 54,517,930 $ 10.29 During the year ended December 31, 2021 , . There were no units vested and converted to common stock during the years ended December 31, 2020 and 2019. During 2021, the Company net settled all RSUs through which it issued an aggregate of 10,871,486 shares of Class A common stock and withheld an aggregate of 4,907,746 shares of Class A common stock to satisfy $62.4 million of tax withholding obligations on behalf of the Company’s employees. As of December 31, 2021, all For the year ended December 31, 2021, the Company recognized stock-based compensation expense and an associated liability of $84.8 million in connection with RSUs earned as a part of the 2021 Agent Equity Program. The associated liability is recorded within Accrued expenses and other current liabilities in the consolidated balance sheet. In February 2022, the Company issued 13,624,457 RSUs to affiliated agents in connection with the 2021 Agent Equity Program. During the years awards For the year ended December 31, 2021, total compensation costs of $25.0 million related to these awards was recognized. total has not yet been recognized. The remaining expense satisfied Other Stock-Based Awards In July 2018, the Company issued 1,680,340 shares of Class A common stock with a grant date fair value of $2.66 per share to an executive employee. These shares are subject to a four-year vesting period in which the employee must continue to provide services to the Company. The fair value of these shares was measured based on the fair value of the Company’s common stock on the grant date and will be recognized as expense over the service period of the award. For the years ended December 31, 2021, 2020 and 2019, the Company recognized stock-based compensation expense of $1.2 million, $1.1 million and $1.1 million, respectively, related to this award. For the years ended December 31, 2021, 2020 and 2019, the Company recorded approximately $2.2 million, $8.0 million and $0.6 million, respectively, in compensation expense for stock-based awards outside the 20 12 and non-employee service non-employee years 2021 and Expense Total stock-based compensation expense included in the consolidated statement of operations is as follows (in millions): Year Ended December 31, 2021 2020 2019 Commissions and other related expense $ 128.7 $ 5.7 $ 16.1 Sales and marketing 38.4 16.0 11.1 Operations and support 16.9 3.5 2.4 Research and development 92.7 1.4 2.8 General and administrative 109.6 16.6 5.0 Total stock-based compensation expense $ 386.3 $ 43.2 $ 37.4 The increase in stock-based compensation expense in 2021 as compared to 2020 and 2019 was almost entirely the result of the required accounting treatment for RSUs which differed before and after the March 31, 2021 effective date of the Company’s IPO. The RSUs outstanding prior to the IPO contained a liquidity-event based vesting condition, in addition to a time-based vesting condition. The liquidity-event based vesting condition did not allow for the recognition of stock based-compensation expense until this condition was satisfied at the time of the IPO. The Company recognized a one-time related to a one-time IPO Related Commissions and other related expense $ 41.7 Sales and marketing 1.8 Operations and support 3.1 Research and development 46.9 General and administrative 55.0 Total stock-based compensation expense $ 148.5 The Company has not recognized any tax benefits from stock-based compensation as a result of the full valuation allowance maintained on its deferred tax assets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The Company’s loss before income taxes consisted of (in millions): Year Ended December 31, 2021 2020 2019 United States $ (496.5 ) $ (272.4 ) $ (388.9 ) International (0.1 ) 0.5 — Total $ (496.6 ) $ (271.9 ) $ (388.9 ) For the year ended December 31 , 2021, the loss before income million of losses from the Company’s equity investment in OriginPoint. The OriginPoint business operates in the United States. The components of the Company’s income tax benefit (provision) consisted of (in millions): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ 0.8 $ — State — — — Foreign (1.2 ) (0.2 ) — Total current (1.2 ) 0.6 — Deferred: Federal 2.1 0.3 1.0 State 0.4 0.6 (0.1 ) Foreign 1.2 0.2 — Total deferred 3.7 1.1 0.9 Total benefit from income taxes $ 2.5 $ 1.7 $ 0.9 The Company had an income tax benefit for the years ended December 31, 2021, 2020 and 2019, resulting from a partial reduction in the valuation allowance related to the carryover tax basis in deferred tax liabilities from acquisitions and current taxes in India that is The effective income tax rate differed from the statutory federal income tax rate as follows: Year Ended December 31, 2021 2020 2019 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal effect 8.8 % 4.0 % 7.7 % Change in valuation allowance (34.2 ) % (23.4 )% (28.6 )% Stock-based compensation 7.9 % 0.0 % 0.8 % Non-deductible executive compensation (2.8 )% 0.0 % 0.0 % Non-deductible 0.1 % (2.1 )% (0.6 )% Other (0.3 ) % 1.1 % (0.1 )% Benefit from 0.5 % 0.6 % 0.2 % The components of net deferred taxes arising from temporary differences were as follows (in millions): December 31, 2021 2020 Deferred tax assets: Nondeductible accruals $ 15.0 $ 7.8 Stock-based compensation 66.7 20.0 Lease liabilities 157.9 144.6 Net operating loss carryforward 331.1 240.4 Allowance for credit losses 7.2 7.3 Accrued compensation 32.5 18.6 Other 3.4 1.4 Total deferred tax assets 613.8 440.1 Deferred tax liabilities: Operating lease right-of-use (132.8 ) (119.9 ) Intangible assets (1.7 ) (6.1 ) Property and equipment (29.5 ) (26.4 ) Total deferred tax liabilities (164.0 ) (152.4 ) Less: valuation allowance (4 48 ) (287.5 ) Net deferred tax assets $ 1.4 $ 0.2 The Company is subject to income taxes in the United States and India. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (b) operating losses and tax credit carryforwards. As of December 31, 2021 and 2020, the Company’s deferred tax assets were primarily the result of U.S. federal and state net operating losses, operating lease obligations, stock-based compensation and compensation and other expense related accruals. A full valuation allowance was maintained against its U.S. gross deferred tax asset balances as of December 31, 2021 and 2020. As of each reporting date, the Company considers new evidence, both positive and negative, that could impact the Company’s view with regard to future realization of deferred tax assets. As of December 31, 2021 and 2020, the Company continued to maintain that the realization of its deferred tax assets has not achieved a more-likely-than-not threshold cumulative pre-tax book 2020, which includes the impact of acquisition activity. As of December 31, 2021 and 2020, the Company had approximately $1.2 billion and $882.5 million of gross federal net operating losses, respectively. Of those amounts, $151.7 million will begin to expire in 2032 and $1 billion have an unlimited carryforward with utilization limited at 80% of taxable income. Such amounts may be subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, as a result of various ownership change rules. As of December 31, 2021 and 2020, the Company had approximately $1.2 billion and $870.7 million of state net operating losses, respectively, that will begin to expire in 2029. The Company had no uncertain tax positions as of . The Company does not anticipate a significant increase or decrease in the uncertain tax positions in the next twelve months after the reporting period. It is the Company’s policy to record interest and penalties related to uncertain tax positions as a component of the provision for income taxes. No amounts of interest or penalties were recognized in the consolidated financial statements for the years ended December 31, 2021, 2020 and 2019. The Company has obtained an income tax holiday in India , The number of years with open tax audits varies depending upon the tax jurisdiction. The Company is generally no longer subject to U.S. federal examination by the Internal Revenue Service (“IRS”) for years before 201 5 |
Compass Concierge Receivables a
Compass Concierge Receivables and Allowance for Credit Losses | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Compass Concierge Receivables and Allowance for Credit Losses | 15. 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 is based on a services model (“Concierge Classic”) provided by Compass Concierge, LLC (“Compass Concierge”), which includes 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 the up-front costs 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 Compass Concierge for these services under the Concierge Classic model or repayment of the loan funds under the Concierge Capital model is due upon the earlier of a successful home sale, the termination of the listing agreement or one year from the date in which costs were originally funded. Compass Concierge receivables (“Concierge Receivables”) are stated at the amount advanced to the home sellers, net of an estimated ACL in the accompanying consolidated balance sheet. For the years ended December 31, 2021 and 2020, the Company did not recognize any revenue or earn any fees from the Compass Concierge Program. The Company incurs service fees payable to the Lender and incurs bad debt expense in connection with the Compass Concierge Program. The Company manages its credit risk by establishing a comprehensive credit policy for the approval of new loans, while monitoring and reviewing the performance of its existing Concierge Receivables. Factors considered include but not limited to: • No negative liens or judgements on the property; • Seller’s available equity on the property; • Loan to listing price ratio; • FICO score (only for Concierge Capital program); and • Macroeconomic conditions. Credit Quality The Company monitors credit quality by evaluating various attributes and utilizes such information in its evaluation of the appropriateness of the ACL. Based on the Company’s experience, the key credit quality indicator is whether the underlying properties associated with the Concierge Receivables will be sold or not. Concierge Receivables associated with properties that are eventually sold have a lower credit risk than those that are associated with properties that are not sold. As of December 31, 2021 and 2020, the amount of outstanding Concierge Receivables related to unsold properties was approximately 96% and 93%, respectively. For Concierge Receivables where repayments have not been triggered (i.e., earlier of (i) sale of the property, (ii) termination of a listing agreement or (iii) 12 months from the date costs were originally funded), the Company establishes an estimate as to the percentage of underlying properties that will be sold based on historical data. This estimate is updated as of the end of each reporting period. Allowance for Credit Losses The Company maintains an ACL for the expected credit losses over the contractual life of the Concierge Receivables. The amount of ACL is based on ongoing, quarterly assessments performed 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 December 31, 2021 2020 Opening balance $ 17.2 $ 4.7 Adoption of ASU 2016-03 — 5.6 Allowances 7.2 9.1 Net write-offs and other (7.1 ) (2.2 ) Closing balance $ 17.3 $ 17.2 Aging Status The Company generally considers Concierge Receivables to be past due after being outstanding for over 30 days after the initial billing. Changes in the Company’s estimate to the ACL is recorded through bad debt expense as Sales and marketing expense in the consolidated statements of operations and individual accounts are charged against the allowance when all reasonable collection efforts are exhausted. The following tables present the aging analysis of Concierge Receivables as of December 31, 2021 and 2020 (in millions): 31-90 days Over 90 days Total Past Due Current Total December 31, 2021 $ 0.9 $ 8.3 $ 9.2 $ 41.0 $ 50.2 December 31, 2020 $ 5.5 $ 10.8 $ 16.3 $ 50.4 $ 66.7 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 16. Net Loss Per Share Attributable to Common Stockholders The Company computes net loss per share under the two-class The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in millions, except share and per share amounts): Year Ended December 31, 2021 2020 2019 Numerator: Net loss attributable to common stockholders $ (494.1 ) $ (270.2 ) $ (388.0 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 326,336,128 109,954,760 106,529,880 Net loss per share attributable to common stockholders, basic and diluted $ (1.51 ) $ (2.46 ) $ (3.64 ) The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive (on an as-converted basis): Year Ended December 31, 2021 2020 2019 Convertible preferred stock — 238,954,050 248,271,850 Outstanding stock options 54,525,539 62,827,150 43,776,850 Outstanding RSUs 54,517,930 32,556,160 5,297,200 Unvested early exercised options 1,068,300 1,075,710 — Unvested common stock 391,092 640,320 1,097,880 Total 110,502,861 336,053,390 298,443,780 |
Restructuring Activities and CO
Restructuring Activities and COVID-19 Update | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities and COVID-19 Update | 1 7 and COVID-19 Update Beginning in March 2020, the onset of the COVID-19 shelter-in-place stay-at-home in-person COVID-19, COVID-19 stay-at-home the pandemic have not significantly impacted the carrying amount of the Company’s assets and liabilities. The expenses resulting from these cost-saving measures were included in the consolidated statement of operations for the year ended December 31, 2020, as follows (in millions): December 31, 2020 Severance Lease Total Sales and marketing $ 1.5 $ 4.3 $ 5.8 Operations and support 2.9 — 2.9 Research and development 0.7 — 0.7 General and administrative 0.9 — 0.9 Total $ 6.0 $ 4.3 $ 10.3 During the year ended December 31, 2019, the Company incurred $1.7 million in facility-related costs associated with the early termination of certain of the Company’s office leases in Sales and marketing in the accompanying consolidated statement of operations. The Company did not recognize any restructuring expenses during the year ended December 31, 2021. As of December 31, 2021 and 2020, the Company did not have any material remaining liabilities related to restructuring costs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of all controlled subsidiaries. The consolidated statements of operations include the results of entities acquired from the date of each respective acquisition. |
Consolidation | Consolidation The Company consolidates an entity if its ownership, direct or indirect, exceeds 50% of the outstanding voting shares of an entity and/or it has the ability to control the financial or operating policies through its voting rights, board representation or other similar rights. For entities where the Company does not have a controlling interest (financial or operating), the investments in such entities are accounted for using the equity method or at fair value with changes in fair value recognized in net income, as appropriate. The Company applies the equity method of accounting when it has the ability to exercise significant influence over operating and financial policies of an investee. The Company measures all other investments at fair value with changes in fair value recognized in net income or in the case that an equity investment does not have readily determinable fair values, at cost minus impairment (if any) plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. |
Use of Estimates | Use of 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 consolidated financial statements and reported amounts of revenue and expenses during the reporting periods covered by the consolidated financial statements and accompanying notes. These judgments, estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and stock awards, (ii) fair value of acquired intangible assets and goodwill, (iii) fair value of contingent consideration arrangements in connection with business combinations, (iv) incremental borrowing rate used for the Company’s operating lease, (v) useful lives of long-lived assets, (vi) impairment of intangible assets and goodwill, (vii) allowance for Compass Concierge receivables and (viii) income taxes and certain deferred tax assets. The Company determines its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates and these differences may be material. There are many uncertainties regarding the ongoing coronavirus (“COVID-19”) COVID-19 COVID-19 |
Segment | Segment Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has one operating and reportable segment. Substantially all long-lived assets are located in the United States and substantially all revenue is attributed to sellers and buyers based in the United States. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The Company follows the two-class method The two-class method The two-class method For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Foreign Currency | Foreign Currency The Company established its first foreign subsidiary in India in 2020. The functional currency of the entity is U.S. dollars. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at period-end using the period-end exchange |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all investments with an original maturity date at the time of purchase of three months or less to be cash and cash equivalents. Cash equivalents consist primarily of money market funds. The Company’s accounts, at times, may exceed federally insured limits. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable is stated as the amount billed, net of an estimated allowance for credit losses (“ACL”). The Company’s ACL is adjusted periodically and is based on management’s consideration of the age and nature of the past due accounts as well as specific payment issues. Changes in the Company’s estimate to the ACL is recorded through bad debt expense and individual accounts are charged against the allowance when all reasonable collection efforts are exhausted. The following table summarizes the activity of the ACL for Accounts receivable (in millions): December 31, 2021 2020 Opening balance $ 8.1 $ 2.7 Allowances 1.7 6.9 Net write-offs and other (2.7 ) (1.5 ) Closing balance $ 7.1 $ 8.1 |
Prepaid Incentives | Prepaid Incentives Other current assets and Other non-current assets |
Property and Equipment, net | Property and Equipment, net Property and equipment is reported at cost net of any accumulated depreciation and is depreciated using the straight-line method over the useful lives of the related assets. Expenditures for maintenance, repair and renewals of minor items are charged to expense as incurred. Major improvements are capitalized. The Company capitalizes costs associated with developing software systems that are in the application development stage. Software development costs that are incurred in the preliminary project stage and post-implementation stage are expensed as incurred. The useful lives of property and equipment are as follows: Description Useful Life Leasehold improvements Lesser of estimated useful life or remaining lease term Office furniture and equipment Five years Computer software and internally-developed software Three years Computer equipment Three years |
Business Combinations | Business Combinations Business combinations are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, consisting primarily of third-party legal and consulting fees, are expensed as incurred. |
Intangible Assets | Intangible Assets Intangible assets resulting from the acquisition of entities are accounted for using the acquisition method based on management’s estimate of the fair value of assets received. Intangible assets are finite lived and mainly consist of customer relationships, workforce and acquired technology and are amortized over their respective estimated useful lives. The useful lives were determined by estimating future cash flows generated by the acquired intangible assets. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives within the Company’s operating expenses. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or asset groups (collectively “asset groups”) may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset groups’ carrying amount may not be recoverable. Recoverability of asset groups to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset group. If such asset groups were considered to be impaired, an impairment loss would be recognized when the carrying amount of the asset exceeds the fair value of the asset. No impairment losses for long-lived assets have been recognized in any of the periods presented. |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquired business over the fair value of the assets acquired at the date of acquisition. Goodwill is not subject to amortization but is subject to impairment testing on an annual basis, as of October 1, or whenever events and circumstances indicate that the carrying value of the reporting unit may be in excess of the reporting unit’s fair value. The Company has one reporting unit and tests goodwill for impairment at the reporting unit level. As part of the goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not that a two-step impairment If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the implied fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. The Company has not |
Leases | Leases The Company determines if an arrangement contains a lease at inception based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company classifies leases as either financing or operating. The Company does not have any finance leases. Right-of-use (“ROU”) Present value of lease payments are discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate. Because the Company’s operating leases generally do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for collateralized borrowings with a similar term, an amount equal to the lease payments and in a similar economic environment where the leased asset is located. The collateralized borrowings were based on the Company’s estimated credit rating corroborated with market credit metrics like debt level and interest coverage. The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) lease incentives under the lease. Options to renew or terminate the lease are recognized as part of the Company’s ROU assets and lease liabilities when it is reasonably certain the options will be exercised. ROU assets are also assessed for impairments consistent with the Company’s long-lived asset policy. The Company does not allocate consideration between lease and non-lease components, and non-lease components Operating leases are presented separately as operating lease right-of-use assets and non-current, in |
Revenue Recognition | Revenue Recognition The Company generates revenue by assisting home sellers and buyers in listing, marketing, selling and finding homes. The Company holds the real estate brokerage license that is necessary under relevant state laws and regulations to provide brokerage services and therefore controls those services that are necessary to legally transfer real estate between home sellers and buyers. Although the Company’s agents are independent contractors, they cannot execute a real estate transaction without a brokerage license, which the Company possesses. The Company has the only contractual relationship for the sale or exchange of real estate with its clients. Accordingly, the Company is the principal in its transactions with home buyers and sellers. As principal, the Company recognizes revenue in the gross amount of consideration to which the Company expects to receive in exchange for those services. The Company concluded that its brokerage revenue contains a single performance obligation that is satisfied upon the closing of a real estate services transaction, at which point the entire transaction price is earned. Revenue is recognized upon the closing of a real estate transaction (i.e. purchase or sale of a home) since the Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. The Company operates exclusively in the United States and generates substantially all of its revenue from commissions from home sellers and buyers. In addition to commission revenue, the Company generates revenue through adjacent services related to the home transaction such as title and escrow services which comprised an immaterial amount of the consolidated revenue for the years ended December 31, 2021, 2020 and 2019. Management evaluated and determined that no disaggregation of revenue is necessary or appropriate. As the Company generally bills for its services at the time of revenue recognition, the Company does not have material deferred revenue or contract asset balances. In addition, the Company does not capitalize commissions paid to agents as incremental contract costs as there are no future benefits associated with the expenses. |
Commissions and Other Related Expense | Commissions and Other Related Expense Commissions and other related expense primarily consist of commissions paid to the Company’s agents, who are independent contractors to the Company, upon the closing of a real estate transaction (i.e., purchase or sale of a home), as well as stock-based compensation expense related to the Company’s Agent Equity Program (see Note 2 — “Summary of Significant Accounting Policies — Stock-Based Compensation”) and fees paid to external brokerages for client referrals, which are recognized and paid upon the closing of a real estate transaction. The Company also charges resource fees to affiliated agents. These fees are either transaction based, where amounts are collected at the closing of a brokerage transaction, or in the form of periodic fixed fees over a defined period of time. Fees charged to affiliated agents are recognized as a reduction to Commissions and other related expense as the reimbursements do not constitute a form of revenue nor do they constitute a reimbursement for a specific, incremental, identifiable cost for the Company. |
Sales and Marketing | Sales and Marketing Sales and marketing expense consists primarily of marketing and advertising expenses, compensation and other personnel-related costs for employees supporting sales, marketing, expansion and related functions, occupancy-related costs for the Company’s regional offices, agent acquisition incentives and costs related to administering the Compass Concierge Program, including associated bad debt expenses. Advertising expense primarily includes the cost of marketing activities such as print advertising, online advertising and promotional items, which are expensed as incurred. Advertising costs were $118.1 million, $101.1 million and $103.9 million for the years ended December 31, 2021, 202 0 |
Operations and Support | Operations and Support Operations and support expenses include compensation and other personnel related expenses for employees supporting agents, third-party consulting and professional services costs, fair value adjustments to contingent consideration for the Company’s acquisitions and other related expenses. |
Research and Development | Research and Development Research and development expense consists primarily of compensation and other personnel-related costs for employees in the product, engineering and technology functions, website hosting expenses, software licenses and equipment, third-party consulting costs, data licenses and other related expenses. |
General and Administrative | General and Administrative General and administrative expense primarily consists of compensation costs for executive management and administrative employees, including finance and accounting, legal, human resources and communications, the occupancy costs for the Company’s New York headquarters and other offices supporting administrative functions, professional services fees, insurance expenses and talent acquisition expenses. |
Depreciation and Amortization | Depreciation and Amortization Depreciation and amortization expense primarily consists of depreciation and amortization of the Company’s property and equipment, capitalized software and acquired intangible assets. |
Interest Expense | Interest Expense Interest expense consists primarily of expense related to the interest, commitment fees and amortization of debt issuance costs associated with the Company’s revolving credit facility and concierge credit facility. See Note 9 — “Debt.” |
Income Taxes | Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to settle. The effect on deferred tax assets and liabilities resulting from a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred tax assets and liabilities are classified as non-current in (“ASU”) No. 2015-17. Valuation The Company recognizes tax benefits from uncertain tax positions only if the Company believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company continuously reviews issues raised in connection with ongoing examinations and open tax years to evaluate the adequacy of its tax liabilities. The Company’s policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on its financial condition and operating results. The provision for income taxes includes the effects of any reserves that management identifies. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants on the measurement date. The accounting standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity, requiring the Company to develop its own assumptions. The carrying amount of the Company’s financial instruments including Cash and cash equivalents, Accounts receivable, Compass Concierge receivables, Accounts payable and Commissions payable approximate their respective fair values because of their short maturities. As of December 31, 2021 and 2020, the carrying amount of the Company’s debt facilities approximates fair value as the stated interest rate approximates market rates currently available to the Company. See Note 5 — “Fair Value of Financial Assets and Liabilities,” for more information on the fair value of financial assets and liabilities. |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for all stock-based awards based on the estimated fair value of the awards on the date of grant. Compensation expense is generally recognized as expense on a straight-line basis over the service period based on the vesting requirements. The Company recognizes forfeitures as they occur. For stock options, which the Company issues to employees and affiliated agents, the Company generally estimates the fair value using the Black- Scholes option pricing model, which requires the input of subjective assumptions, including (1) the fair value of common stock, (2) the expected stock price volatility, (3) the expected term of the award, (4) the risk-free interest rate and (5) expected dividends. The Company also issues RSUs to employees and affiliated agents. In addition to the issuance of RSUs to agents as equity compensation for the provision of services, the Company offers RSUs to affiliated agents through its Agent Equity Program. The Agent Equity Program offers affiliated agents the ability to elect to have a portion of their commissions earned during a calendar year to be paid in the form of RSUs. RSUs issued in connection with the Agent Equity Program are granted at the beginning of the year following the calendar year in which the commissions were earned and are subject to the terms and conditions of the 2012 Stock Incentive Plan and the 2021 Equity Incentive Plan, as applicable. The Company’s RSUs granted prior to December 2020 generally vest based upon the satisfaction of both a service-based condition and a liquidity event-based condition. The service-based vesting condition for these awards is generally satisfied over four years, except for the RSUs associated with the 2020 Agent Equity Program which vested immediately on the date of issuance. The liquidity event-based vesting condition is satisfied on the occurrence of a qualifying event, generally defined as a change in control or the effective date of the registration statement for the Company’s IPO. The fair value of these RSUs is measured based on the fair value of the Company’s common stock on the grant date and will begin to be recognized as expense when both the required service-based vesting condition and the liquidity event-based vesting condition has 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—Initial Public Offering.” Beginning in December 2020, the Company began issuing RSUs that vest upon the satisfaction of only a service-based vesting condition that is generally ranging from four For RSUs to be granted in connection with the 2021 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 On a limited basis, the Company has issued stock options and RSUs that contain service, performance and market-based vesting conditions that include stock price targets to be met after the listing of the Company’s stock on a public exchange. Such awards are valued using a Monte Carlo simulation and the underlying expense will be recognized as the associated vesting conditions are met. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) which In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) obtain internal-use software an internal-use software In November 2019, the FASB issued ASU No. 2019-08, Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share-Based Consideration Payable to a Customer Compensation — Stock Compensation In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes a step-up in |
New Accounting Pronouncements | New Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary Of Activity Of The Allowance For Credit Losses For Accounts Receivable | The following table summarizes the activity of the ACL for Accounts receivable (in millions): December 31, 2021 2020 Opening balance $ 8.1 $ 2.7 Allowances 1.7 6.9 Net write-offs and other (2.7 ) (1.5 ) Closing balance $ 7.1 $ 8.1 |
Schedule Of Useful Lives Of Property and Equipment | The useful lives of property and equipment are as follows: Description Useful Life Leasehold improvements Lesser of estimated useful life or remaining lease term Office furniture and equipment Five years Computer software and internally-developed software Three years Computer equipment Three years |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Changes in Contingent Consideration Measured at Fair Value on a Recurring Basis | Changes in contingent consideration measured at fair value on a recurring basis were as follows (in millions): Year Ended December 31, 2021 2020 2019 Opening balance $ 39.8 $ 16.4 $ 19.6 Acquisitions 5.6 20.0 7.4 Fair value (gains) losses included in net loss (4.7 ) 8.9 (9.9 ) Payments (16.3 ) (5.5 ) (0.7 ) Closing balance $ 24.4 $ 39.8 $ 16.4 |
2021 Acquisitions | |
Summary of Fair Value of Components of Purchase Consideration | The following table summarizes the aggregate fair value of the components of the purchase consideration, as of the respective dates of each of the business combinations and asset acquisitions (in millions): Cash paid at closing $ 148.6 Class A common stock issued 5.8 Cash to be paid after closing 21.8 Contingent consideration 5.6 Non-controlling interest 3.8 $ 185.6 |
Summary of Preliminary Allocation of Purchase Price | The following table summarizes the preliminary allocations of the purchase price for the business combinations and asset acquisitions (in millions): Cash and cash equivalents $ 11.2 Other current assets 4.1 Property and equipment 2.5 Goodwill (1) 68.5 Operating lease right-of-use 12.8 In t (2) Acquired Technology 5.5 Customer 90.7 Trademarks 11.3 Total assets $ 206.6 Total liabilities $ (21.0 ) Net assets $ 185.6 (1) Approximately $22.9 million of the goodwill is deductible for tax purposes. The amount of tax-deductible goodwill may increase in the future to approximately $52.1 (2) The identified intangible assets have a useful life of 2-9 years. |
2020 Acquisitions | Modus Technologies, Inc [Member] | |
Summary of Fair Value of Components of Purchase Consideration | The following table summarizes the aggregate fair value of the components of the purchase consideration, as of the respective dates of each of the acquisitions (in millions): Modus Other Cash paid at closing $ 27.7 $ 0.9 Cash to be paid after closing 2.0 — Contingent consideration (payable in the form of cash and Class A common stock) 20.0 — $ 49.7 $ 0.9 |
Summary of Preliminary Allocation of Purchase Price | The following table summarizes the allocations of the purchase price (in millions): Modus Other Cash and cash equivalents $ 3.0 $ — Other current assets 0.1 — Property and equipment 0.5 — Goodwill (1) 38.4 — Operating lease right-of-use assets 4.1 — Intangible assets (2) Acquired technology 6.3 — Customer 1.3 0.9 Trademarks 1.7 — Total assets $ 55.4 $ 0.9 Total liabilities $ (5.7 ) $ — Net assets $ 49.7 $ 0.9 (1) The goodwill is non-tax deductible. (2) The identified intangible assets have a useful life of 3-6 years. |
2019 Acquisitions | Contactually, Inc [Member] | |
Summary of Fair Value of Components of Purchase Consideration | The following table summarizes the aggregate fair value of the components of the purchase consideration, as of the respective dates of each of the acquisitions (in millions): Contactually, Other Cash paid at closing $ 24.5 $ 14.6 Elimination of pre-existing relationships 1.6 — Contingent consideration (payable in the form of cash) — 7.4 $ 26.1 $ 22.0 |
Summary of Preliminary Allocation of Purchase Price | The following table summarizes the allocation of the purchase price (in millions): Contactually, Other Cash and cash equivalents $ 1.0 $ 2.8 Other current assets 1.0 0.4 Property and equipment — 6.7 Goodwill (1) 21.3 6.2 Operating lease right-of-use assets 1.8 33.7 Intangible assets (2) Acquired technology 5.7 — Customer relationships — 6.5 Trademarks — 0.6 Other non-current assets 0.3 1.1 Total assets $ 31.1 $ 58.0 Total liabilities $ (5.0 ) $ (36.0 ) Net assets $ 26.1 $ 22.0 (1) The goodwill is non-tax deductible. (2) The identified intangible assets have a useful life of 2-9 years. |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements of Our Financial Instruments | The following tables present the balances of contingent consideration as presented in the consolidated balance sheets (in millions): December 31, 2021 2020 Accrued expenses and other current liabilities $ 12.9 $ 19.1 Other non-current 11.5 20.7 Total contingent consideration $ 24.4 $ 39.8 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following tables present quantitative information regarding the significant unobservable inputs utilized by the Company to measure its Level 3 liabilities, consisting of different contingent consideration agreements, at fair value on a recurring basis: Year Ended December 31, 2021 2020 2019 Discount rate 0.0% - 2.0% 0.0% - 2.0% 0.0% - 4.0% Weighted average discount rate 0.5% 1.3% 3.3% Earnings volatility 0.0% - 15.0% 0.0% - 18.0% 0.0% - 45.0% Weighted average earnings volatility 3.3% 6.9% 12.0% |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary Of Property, Plant And Equipment | Property and equipment, net consisted of the following (in millions): December 31, 2021 2020 Leasehold improvements $ 158.2 $ 144.1 Office furniture and equipment 31.9 29.0 Computer software and internally-developed software 28.1 23.8 Computer equipment 24.2 22.0 242.4 218.9 Less: accumulated depreciation (85.0 ) (77.2 ) Property and equipment, net $ 157.4 $ 141.7 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | The following table summarizes the changes in the carrying amount of goodwill (in millions): Amount Balance at December 31, 2019 $ 81.4 Acquisitions 38.4 Balance at December 31, 2020 $ 119.8 Acquisitions 68.5 Balance at December 31, 2021 $ 188.3 |
Summary of Carrying Amounts and Accumulated Amortization of Intangible Assets | The following table summarizes the carrying amounts and accumulated amortization of intangible assets (in millions, except weighted-average remaining useful life): December 31, 2021 Useful Life Gross Carrying Accumulated Net Value Weighted Finite-lived intangible assets: Customer 2-9 years $ 150.4 $ (42.9 ) $ 107.5 4.3 Acquired technology 2-5 17.5 (9.0 ) 8.5 3.2 Trademarks 2-9 13.6 (2.7 ) 10.9 5.4 Indefinite-lived intangible assets : Domain name 0.3 — 0.3 n/a Total $ 181.8 $ (54.6 ) $ 127.2 December 31, 2020 Useful Life Gross Carrying Accumulated Net Value Weighted Finite-lived intangible assets: Customer 3-9 years $ 59.7 $ (22.4 ) $ 37.3 4.4 Workforce 2 years 9.7 (9.7 ) — — Acquired technology 2-3 12.0 (5.7 ) 6.3 2.6 Trademarks 2-3 2.3 (0.6 ) 1.7 2.7 Indefinite-lived intangible assets : Domain name 0.3 — 0.3 n/a Total $ 84.0 $ (38.4 ) $ 45.6 |
Summary of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense for finite-lived intangible assets as of December 31, 2021 is as follows (in millions): 2022 $ 32.7 2023 31.2 2024 26.8 2025 21.2 2026 9.8 Thereafter 5.2 Total $ 126.9 |
Other Current Assets and Accr_2
Other Current Assets and Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Other Current Assets | Other current assets consisted of the following (in millions): December 31, 2021 2020 Prepaid $ 52.7 $ 29.2 Other 42.2 25.7 Other current assets $ 94.9 $ 54.9 |
Summary of Accrued Expenses And Other Liabilities | Accrued expenses and other current liabilities consisted of the following (in millions): December 31, 2021 2020 Agent equity program $ 84.8 $ — Accrued compensation 67.4 46.5 Accrued other acquisition related compensation, current 23.6 1.3 Contingent consideration, current 12.9 19.1 Other 52.2 39.9 Accrued expenses and other current liabilities $ 240.9 $ 106.8 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Operating Leases | The components of lease costs for operating leases for the years ended December 31, 2021, 2020 and 2019 was as follows (in millions): Year Ended 2021 2020 2019 Operating lease costs $ 102.3 $ 93.1 $ 80.6 Short-term lease costs 7.2 5.7 16.6 Sublease income (3.2 ) (3.4 ) (2.2 ) Variable lease costs 29.0 26.4 25.7 Total $ 135.3 $ 121.8 $ 120.7 |
Summary of Supplemental Cash Flow Information Related To leases | Supplemental cash flow information related to leases was as follows (in millions): Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows used in operating leases $ 106.3 $ 92.0 $ 53.3 Supplemental disclosure of non-cash ROU assets obtained in exchange for new operating lease liabilities 137.1 66.3 193.5 |
Summary of Weighted-average Remaining Lease Term and Discount Rate | The following table represents the weighted-average remaining lease term and discount rate for the Company’s operating leases: December 31, 2021 2020 Weighted average remaining lease term (years) 6.7 7.3 Weighted average discount rate 4.2 % 4.7 % |
Summary of Operating Lease Liability Maturity | Future undiscounted lease payments for the Company’s operating lease liabilities are as follows as of December 31, 2021 (in millions): 2022 $ 103.8 2023 108.2 2024 98.3 2025 84.4 2026 72.8 Thereafter 187.8 Total future lease payments 655.3 Less: imputed interest 90.8 Present value of lease liabilities $ 564.5 |
Preferred Stock and Common St_2
Preferred Stock and Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of Preferred Stock | The Company’s convertible preferred stock authorized, issued and outstanding, the aggregate liquidation preferences, including dividends that would be due if and when declared by the board of directors we re December 31, 2020 Series of Convertible Year Issued Shares Shares Issuance Price/ Aggregate Carrying Value Series A 2013 54,811,930 54,811,930 $ 1.0000 $ 54.8 $ 54.7 Series B 2014-2015 18,133,240 18,133,240 2.0766 37.7 37.5 Series C 2015-2016 13,580,260 13,580,260 4.0500 55.0 54.8 Series D 2016-2017 25,303,070 15,920,450 4.2632 67.9 67.6 Series E 2017-2018 78,543,890 78,543,890 6.7478 530.0 529.0 Series F 2018 33,686,160 33,686,160 11.8570 399.4 398.8 Series G 2019-2020 22,371,620 22,371,620 15.4269 345.1 344.3 246,430,170 237,047,550 $ 1,489.9 $ 1,486.7 |
Summary of Stock by Class | The followings tables reflect the authorized, issued and outstanding shares for each of the common share classes as of December 31, 2021 and 2020: December 31, 2021 Shares Shares Issued Shares 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 December 31, 2020 Shares Shares Issued Shares Class A common stock 530,136,050 118,549,390 116,299,390 Class B common stock 170,618,860 6,672,510 6,672,510 Total 700,754,910 125,221,900 122,971,900 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of Stock Option Activity | A summary of stock option activity under the 20 12 20 12 presented below (in millions, except share and per share amounts): Number of Shares Weighted Weighted (in years) Aggregate Balance as of December 31, 2020 62,827,150 $ 4.55 7.8 $ 1,208.0 Granted 3,375,940 13.89 Exercised (9,318,462 ) 2.89 Forfeited (2,359,089 ) 6.87 Balance as of December 31, 2021 54,525,539 $ 5.30 7.1 $ 221.3 Excercisable and vested at December 31, 2021 34,618,347 $ 4.02 6.3 $ 176.6 |
Summary of Restricted Stock Units Activity | A summary of RSU activity under the 2012 Plan and the 2021 Plan is presented below: Number of Shares Weighted Balance as of December 31, 2020 32,556,160 $ 6.75 Granted 41,969,138 13.30 Vested and converted to common stock (15,779,232 ) 10.21 Forfeited (4,228,136 ) 13.20 Balance as of December 31, 2021 54,517,930 $ 10.29 |
Summary of Share-based Payment Arrangement, Expensed and Capitalized, Amount | Total stock-based compensation expense included in the consolidated statement of operations is as follows (in millions): Year Ended December 31, 2021 2020 2019 Commissions and other related expense $ 128.7 $ 5.7 $ 16.1 Sales and marketing 38.4 16.0 11.1 Operations and support 16.9 3.5 2.4 Research and development 92.7 1.4 2.8 General and administrative 109.6 16.6 5.0 Total stock-based compensation expense $ 386.3 $ 43.2 $ 37.4 |
Summary of share-based payment Award, Stock Options, valuation assumptions | The inputs used below are subjective and require significant judgement to determine. Year Ended December 31, 2021 2020 2019 Expected term (in years) 6.3 7.0 5.9 Risk-free interest rate 0.9 % 0.8 % 2.3 % Expected volatility 49.3 % 45.1 % 45.0 % Dividend rate — % — % — % Fair value of common stock (range for the period) $ 8.80 - $18.00 $ 6.65 - $23.44 $ 5.16 - $6.44 Weighted average grant date fair value of options granted $ 8.68 $ 5.67 $ 2.62 |
IPO [Member] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of Share-based Payment Arrangement, Expensed and Capitalized, Amount | The Company has not recognized any tax benefits from stock-based compensation as a result of the full valuation allowance maintained on its deferred tax assets. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | The Company’s loss before income taxes consisted of (in millions): Year Ended December 31, 2021 2020 2019 United States $ (496.5 ) $ (272.4 ) $ (388.9 ) International (0.1 ) 0.5 — Total $ (496.6 ) $ (271.9 ) $ (388.9 ) |
Schedule of Components of Income Tax Benefit (Provision) | The components of the Company’s income tax benefit (provision) consisted of (in millions): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ 0.8 $ — State — — — Foreign (1.2 ) (0.2 ) — Total current (1.2 ) 0.6 — Deferred: Federal 2.1 0.3 1.0 State 0.4 0.6 (0.1 ) Foreign 1.2 0.2 — Total deferred 3.7 1.1 0.9 Total benefit from income taxes $ 2.5 $ 1.7 $ 0.9 |
Schedule of Effective Income Tax Rate Differed From the Statutory Federal Income Tax Rate | The effective income tax rate differed from the statutory federal income tax rate as follows: Year Ended December 31, 2021 2020 2019 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal effect 8.8 % 4.0 % 7.7 % Change in valuation allowance (34.2 ) % (23.4 )% (28.6 )% Stock-based compensation 7.9 % 0.0 % 0.8 % Non-deductible executive compensation (2.8 )% 0.0 % 0.0 % Non-deductible 0.1 % (2.1 )% (0.6 )% Other (0.3 ) % 1.1 % (0.1 )% Benefit from 0.5 % 0.6 % 0.2 % |
Schedule of Components of Net Deferred Taxes Arising from Temporary Differences | The components of net deferred taxes arising from temporary differences were as follows (in millions): December 31, 2021 2020 Deferred tax assets: Nondeductible accruals $ 15.0 $ 7.8 Stock-based compensation 66.7 20.0 Lease liabilities 157.9 144.6 Net operating loss carryforward 331.1 240.4 Allowance for credit losses 7.2 7.3 Accrued compensation 32.5 18.6 Other 3.4 1.4 Total deferred tax assets 613.8 440.1 Deferred tax liabilities: Operating lease right-of-use (132.8 ) (119.9 ) Intangible assets (1.7 ) (6.1 ) Property and equipment (29.5 ) (26.4 ) Total deferred tax liabilities (164.0 ) (152.4 ) Less: valuation allowance (4 48 ) (287.5 ) Net deferred tax assets $ 1.4 $ 0.2 |
Compass Concierge Receivables_2
Compass Concierge Receivables and Allowance for Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Summary of ACL for Concierge Receivables | The following table summarizes the activity of the ACL for Concierge Receivables as of December 31, 2021 and 2020 (in millions): December 31, 2021 2020 Opening balance $ 17.2 $ 4.7 Adoption of ASU 2016-03 — 5.6 Allowances 7.2 9.1 Net write-offs and other (7.1 ) (2.2 ) Closing balance $ 17.3 $ 17.2 |
Summary of Aging Analysis of Concierge Receivables | The following tables present the aging analysis of Concierge Receivables as of December 31, 2021 and 2020 (in millions): 31-90 days Over 90 days Total Past Due Current Total December 31, 2021 $ 0.9 $ 8.3 $ 9.2 $ 41.0 $ 50.2 December 31, 2020 $ 5.5 $ 10.8 $ 16.3 $ 50.4 $ 66.7 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in millions, except share and per share amounts): Year Ended December 31, 2021 2020 2019 Numerator: Net loss attributable to common stockholders $ (494.1 ) $ (270.2 ) $ (388.0 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 326,336,128 109,954,760 106,529,880 Net loss per share attributable to common stockholders, basic and diluted $ (1.51 ) $ (2.46 ) $ (3.64 ) |
Summary of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive (on an as-converted basis): Year Ended December 31, 2021 2020 2019 Convertible preferred stock — 238,954,050 248,271,850 Outstanding stock options 54,525,539 62,827,150 43,776,850 Outstanding RSUs 54,517,930 32,556,160 5,297,200 Unvested early exercised options 1,068,300 1,075,710 — Unvested common stock 391,092 640,320 1,097,880 Total 110,502,861 336,053,390 298,443,780 |
Restructuring Activities and _2
Restructuring Activities and COVID-19 Update (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of restructuring costs | December 31, 2020 Severance Lease Total Sales and marketing $ 1.5 $ 4.3 $ 5.8 Operations and support 2.9 — 2.9 Research and development 0.7 — 0.7 General and administrative 0.9 — 0.9 Total $ 6.0 $ 4.3 $ 10.3 |
Business - Additional Informati
Business - Additional Information (Detail) $ / shares in Units, $ in Millions | Apr. 01, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Mar. 19, 2021$ / shares | Apr. 01, 2020USD ($) |
Date of incorporation | Oct. 4, 2012 | ||||
Stock split ratio common stock | 10 | ||||
Sale of stock net proceeds received on the transaction | $ 439.6 | ||||
Net offering costs | $ 0.9 | ||||
Reclassification of convertible preferred stock into common stock | shares | 223,033,725 | ||||
Reclassification of convertible preferred stock into common stock value | $ 1,419.1 | ||||
Common stock stated or par value per share after stock split | $ / shares | $ 0.00001 | ||||
Common stock par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | 0.00001 | ||
Previously Reported [Member] | |||||
Common stock stated or par value per share before stock split | $ / shares | 0.0001 | ||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||||
Additional Paid-in Capital [Member] | |||||
Reclassification of convertible preferred stock into common stock value | $ 1,400 | $ 1,419.1 | |||
IPO [Member] | |||||
Stock shares issued during the period shares | shares | 26,296,438 | ||||
Sale of stock issue price per share | $ / shares | $ 18 | ||||
Sale of stock net proceeds received on the transaction | $ 438.7 | ||||
Deferred offering costs | $ 0.9 | ||||
Net offering costs | $ 11 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Line Items] | |||
Impairment losses for long lived assets | $ 0 | ||
Impairments goodwill | 0 | ||
Advertising costs | $ 118.1 | $ 101.1 | $ 103.9 |
Voting rights, percentage | 50.00% | ||
Concierge Receivables [Member] | Accounting Standards Update 2016-13 [Member] | |||
Accounting Policies [Line Items] | |||
Increase in allowance for credit losses related to receivables | $ 5.6 | ||
Restricted Stock Units [Member] | |||
Accounting Policies [Line Items] | |||
Share based compensation by share based payment arrangement service based vesting period | 4 years | ||
Restricted Stock Units [Member] | Maximum [Member] | |||
Accounting Policies [Line Items] | |||
Share based compensation by share based payment arrangement service based vesting period | 5 years | ||
Restricted Stock Units [Member] | Minimum [Member] | |||
Accounting Policies [Line Items] | |||
Share based compensation by share based payment arrangement service based vesting period | 4 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Activity of the Allowance For Credit Losses For Accounts Receivable (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable Additional Disclosures [Abstract] | ||
Opening balance | $ 8.1 | $ 2.7 |
Allowances | 1.7 | 6.9 |
Net write-offs and other | (2.7) | (1.5) |
Closing balance | $ 7.1 | $ 8.1 |
Summary of Significant Account
Summary of Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements [Member] | |
Property Plant And Equipment Useful Lives [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of estimated useful life or remaining lease term |
Furniture and Fixtures [Member] | |
Property Plant And Equipment Useful Lives [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Software and Software Development Costs [Member] | |
Property Plant And Equipment Useful Lives [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment [Member] | |
Property Plant And Equipment Useful Lives [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - Additional Information (Detail) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2021USD ($)Acquisitionsshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Oct. 09, 2020USD ($) | Feb. 28, 2019 | Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | ||||||
Fair value of Contingent consideration liability | $ 24.4 | $ 39.8 | $ 16.4 | $ 19.6 | ||
Business Combination Future Compensation To Be Paid To The Acquires | 60.5 | |||||
Business acquistion compensation expenses | $ 28.6 | $ 4.2 | $ 7.1 | |||
Sharebased compensation arrangement, shares of common stock granted to sellers | shares | 277,776 | 221,390 | 21,080 | |||
Business Combinations contingent liabilities undiscounted maximum payment | $ 24.4 | |||||
Business combination contingent consideration fixed in value | 11 | |||||
Business Combination, Consideration Transferred | $ 11 | |||||
2021 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Number Of asset Acquisitions | Acquisitions | 2 | |||||
Asset acquisition, Consideration in cash | $ 13.2 | |||||
Asset acquisition, Consideration in equity interest issued and issuable | 5.8 | |||||
Business combination contingent consideration payable in cash | 5.6 | |||||
Business combination contingent consideration additional payable in cash | 3.4 | |||||
Business acquistion compensation expenses | 1.1 | $ 0 | $ 0.6 | |||
Business Combination, Consideration Transferred | 185.6 | |||||
2021 Acquisitions | Broker Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible assets acquired | 23.9 | |||||
Modus Technologies, Inc. | 2020 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Business acquistion percentage of voting rights acquired | 100.00% | |||||
Business Combination, maximum amount of contingent consideration that could be earned | $ 70 | |||||
Business combination contingent consideration payable in cash | 50 | |||||
Business combination contingent consideration payable in common stock | 20 | |||||
Fair value of Contingent consideration liability | $ 20 | |||||
Business Combination, Consideration Transferred | 49.7 | |||||
Contactually, Inc | 2019 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Business acquistion percentage of voting rights acquired | 100.00% | |||||
Business combination contingent consideration payable in cash | 0 | |||||
Business Combination, Consideration Transferred | 26.1 | |||||
Other | 2020 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | 0.9 | |||||
Other | 2019 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Business combination contingent consideration payable in cash | 7.4 | 13.1 | ||||
Fair value of Contingent consideration liability | $ 7.4 | |||||
Business combination contingent consideration payable period | 6 years | |||||
Business Combination, Consideration Transferred | $ 22 | |||||
KVS Title LLC [Member] | 2021 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Business acquistion percentage of voting rights acquired | 100.00% |
Business Combinations and Ass_4
Business Combinations and Asset Acquisitions - Summary of Fair Value of Components of Purchase Consideration (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 09, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Total | $ 11 | ||
2021 Acquisitions | |||
Business Acquisition [Line Items] | |||
Cash paid at closing | 148.6 | ||
Class A common stock issued | 5.8 | ||
Cash to be paid after closing | 21.8 | ||
Contingent consideration | 5.6 | ||
Non-controlling interest | 3.8 | ||
Total | 185.6 | ||
2020 Acquisitions | Modus Technologies, Inc. | |||
Business Acquisition [Line Items] | |||
Cash paid at closing | 27.7 | ||
Cash to be paid after closing | 2 | ||
Contingent consideration (payable in the form of cash and Class A common stock) | 20 | ||
Contingent consideration | $ 50 | ||
Total | 49.7 | ||
2020 Acquisitions | Other | |||
Business Acquisition [Line Items] | |||
Cash paid at closing | 0.9 | ||
Cash to be paid after closing | 0 | ||
Contingent consideration (payable in the form of cash and Class A common stock) | 0 | ||
Total | 0.9 | ||
2019 Acquisitions | Other | |||
Business Acquisition [Line Items] | |||
Cash paid at closing | 14.6 | ||
Elimination of pre-existing relationships | 0 | ||
Contingent consideration | 7.4 | $ 13.1 | |
Total | 22 | ||
2019 Acquisitions | Contactually, Inc | |||
Business Acquisition [Line Items] | |||
Cash paid at closing | 24.5 | ||
Elimination of pre-existing relationships | 1.6 | ||
Contingent consideration | 0 | ||
Total | $ 26.1 |
Business Combinations and Ass_5
Business Combinations and Asset Acquisitions - Summary of Preliminary Allocation of Purchase Price (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 188.3 | $ 119.8 | $ 81.4 |
2021 Acquisitions | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 11.2 | ||
Other current assets | 4.1 | ||
Property and equipment | 2.5 | ||
Goodwill | 68.5 | ||
Operating lease right-of-use assets | 12.8 | ||
Total assets | 206.6 | ||
Total liabilities | (21) | ||
Net assets | 185.6 | ||
2021 Acquisitions | Acquired technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | 5.5 | ||
2021 Acquisitions | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets | 90.7 | ||
2021 Acquisitions | Trademarks | |||
Business Acquisition [Line Items] | |||
Intangible assets | 11.3 | ||
2020 Acquisitions | Modus Technologies, Inc. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 3 | ||
Other current assets | 0.1 | ||
Property and equipment | 0.5 | ||
Goodwill | 38.4 | ||
Operating lease right-of-use assets | 4.1 | ||
Total assets | 55.4 | ||
Total liabilities | (5.7) | ||
Net assets | 49.7 | ||
2020 Acquisitions | Other | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 0 | ||
Other current assets | 0 | ||
Property and equipment | 0 | ||
Goodwill | 0 | ||
Operating lease right-of-use assets | 0 | ||
Total assets | 0.9 | ||
Total liabilities | 0 | ||
Net assets | 0.9 | ||
2020 Acquisitions | Acquired technology | Modus Technologies, Inc. | |||
Business Acquisition [Line Items] | |||
Intangible assets | 6.3 | ||
2020 Acquisitions | Acquired technology | Other | |||
Business Acquisition [Line Items] | |||
Intangible assets | 0 | ||
2020 Acquisitions | Customer relationships | Modus Technologies, Inc. | |||
Business Acquisition [Line Items] | |||
Intangible assets | 1.3 | ||
2020 Acquisitions | Customer relationships | Other | |||
Business Acquisition [Line Items] | |||
Intangible assets | 0.9 | ||
2020 Acquisitions | Trademarks | Modus Technologies, Inc. | |||
Business Acquisition [Line Items] | |||
Intangible assets | 1.7 | ||
2020 Acquisitions | Trademarks | Other | |||
Business Acquisition [Line Items] | |||
Intangible assets | 0 | ||
2019 Acquisitions | Other | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 2.8 | ||
Other current assets | 0.4 | ||
Property and equipment | 6.7 | ||
Goodwill | 6.2 | ||
Operating lease right-of-use assets | 33.7 | ||
Other non-current assets | 1.1 | ||
Total assets | 58 | ||
Total liabilities | (36) | ||
Net assets | 22 | ||
2019 Acquisitions | Contactually, Inc | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 1 | ||
Other current assets | 1 | ||
Property and equipment | 0 | ||
Goodwill | 21.3 | ||
Operating lease right-of-use assets | 1.8 | ||
Other non-current assets | 0.3 | ||
Total assets | 31.1 | ||
Total liabilities | (5) | ||
Net assets | 26.1 | ||
2019 Acquisitions | Acquired technology | Other | |||
Business Acquisition [Line Items] | |||
Intangible assets | 0 | ||
2019 Acquisitions | Acquired technology | Contactually, Inc | |||
Business Acquisition [Line Items] | |||
Intangible assets | 5.7 | ||
2019 Acquisitions | Customer relationships | Other | |||
Business Acquisition [Line Items] | |||
Intangible assets | 6.5 | ||
2019 Acquisitions | Customer relationships | Contactually, Inc | |||
Business Acquisition [Line Items] | |||
Intangible assets | 0 | ||
2019 Acquisitions | Trademarks | Other | |||
Business Acquisition [Line Items] | |||
Intangible assets | 0.6 | ||
2019 Acquisitions | Trademarks | Contactually, Inc | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 0 |
Business Combinations and Ass_6
Business Combinations and Asset Acquisitions - Summary of Preliminary Allocation of Purchase Price (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Amount of Goodwill is deductible for tax purposes | $ 22.9 |
Amount of tax-deductible goodwill may increase in the future,dependent on contingent consideration milestones being achieved | $ 52.1 |
2021 Acquisitions | Maximum [Member] | |
Business Acquisition [Line Items] | |
Acquired intangible assets useful life | 9 years |
2021 Acquisitions | Minimum [Member] | |
Business Acquisition [Line Items] | |
Acquired intangible assets useful life | 2 years |
2020 Acquisitions | Maximum [Member] | |
Business Acquisition [Line Items] | |
Acquired intangible assets useful life | 6 years |
2020 Acquisitions | Minimum [Member] | |
Business Acquisition [Line Items] | |
Acquired intangible assets useful life | 3 years |
2019 Acquisitions | Maximum [Member] | |
Business Acquisition [Line Items] | |
Acquired intangible assets useful life | 9 years |
2019 Acquisitions | Minimum [Member] | |
Business Acquisition [Line Items] | |
Acquired intangible assets useful life | 2 years |
Business Combinations and Ass_7
Business Combinations and Asset Acquisitions - Summary of Changes in Contingent Consideration Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | |||
Opening balance | $ 39.8 | $ 16.4 | $ 19.6 |
Acquisitions | 5.6 | 20 | 7.4 |
Fair value (gains) losses included in net loss | (4.7) | 8.9 | (9.9) |
Payments | (16.3) | (5.5) | (0.7) |
Closing Balance | $ 24.4 | $ 39.8 | $ 16.4 |
Joint Venture - Additional Info
Joint Venture - Additional Information (Detail) - USD ($) $ in Millions | Jul. 01, 2021 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Equity loss | $ (1.3) | |
Origin Point Member | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment | 3.7 | |
Equity loss | 1.3 | |
Proceeds from equity method investment, distribution | $ 0 | |
OriginPoint LLC Joint Venture [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Consolidated entity investment ownership percentage | 49.90% | |
Proceeds from capital contribution of non-controlling interest | $ 5 | |
OriginPoint LLC Joint Venture [Member] | Guaranteed Rate [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Proceeds from capital contribution of non-controlling interest | $ 5 | |
Ownership percentage of the other partner | 50.10% |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Summary of Fair Value Measurements of Our Financial Instruments (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract] | ||||
Accrued expenses and other current liabilities | $ 12.9 | $ 19.1 | ||
Other non-current liabilities | 11.5 | 20.7 | ||
Total contingent consideration | $ 24.4 | $ 39.8 | $ 16.4 | $ 19.6 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Measurement Input, Discount Rate [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration liability measurement input | 2 | 2 | 4 |
Measurement Input, Discount Rate [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration liability measurement input | 0 | 0 | 0 |
Measurement Input, Discount Rate [Member] | Weighted Average [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration liability measurement input | 0.5 | 1.3 | 3.3 |
Measurement Input Earnings Volatility [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration liability measurement input | 15 | 18 | 45 |
Measurement Input Earnings Volatility [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration liability measurement input | 0 | 0 | 0 |
Measurement Input Earnings Volatility [Member] | Weighted Average [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration liability measurement input | 3.3 | 6.9 | 12 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combinations contingent liabilities undiscounted maximum payment | $ 24.4 | |
Fair Value, Inputs, Level 3 [Member] | ||
Business combination contingent consideration fair value disclosure | 24.4 | $ 39.8 |
Cash And Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents fair value disclosure | $ 618.3 | $ 440.1 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Informatiom (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 38.5 | $ 34.4 | $ 24.3 |
Software and Software Development Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 6 | 4.8 | $ 4 |
Capitalized computer software | $ 15.7 | $ 5.2 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property Plant and Equipment (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 242.4 | $ 218.9 |
Less: accumulated depreciation | (85) | (77.2) |
Property and equipment, net | 157.4 | 141.7 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 158.2 | 144.1 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 31.9 | 29 |
Computer software and internally-developed software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 28.1 | 23.8 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 24.2 | $ 22 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of Intangible Assets | $ 25.9 | $ 16.8 | $ 16.6 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Summary of Goodwill (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 188.3 | $ 119.8 | $ 81.4 |
Acquisitions | $ 68.5 | $ 38.4 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Carrying Amounts and Accumulated Amortization of Intangible Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (54.6) | $ (38.4) |
Finite-Lived Intangible Assets, Net | 126.9 | |
Indefinite-lived intangible assets: | ||
Intangible Assets, Gross (Excluding Goodwill) | 181.8 | 84 |
Intangible Assets, Net (Excluding Goodwill) | 127.2 | 45.6 |
Domain Name [Member] | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 0.3 | 0.3 |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Assets, Gross | 150.4 | 59.7 |
Finite-Lived Intangible Assets, Accumulated Amortization | (42.9) | (22.4) |
Finite-Lived Intangible Assets, Net | $ 107.5 | $ 37.3 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years 3 months 18 days | 4 years 4 months 24 days |
Customer relationships | Minimum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | 3 years |
Customer relationships | Maximum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Asset, Useful Life | 9 years | 9 years |
Acquired Technology [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Assets, Gross | $ 17.5 | $ 12 |
Finite-Lived Intangible Assets, Accumulated Amortization | (9) | (5.7) |
Finite-Lived Intangible Assets, Net | $ 8.5 | $ 6.3 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 3 years 2 months 12 days | |
Acquired Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | 2 years |
Acquired Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | 3 years |
Trademarks [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Assets, Gross | $ 13.6 | $ 2.3 |
Finite-Lived Intangible Assets, Accumulated Amortization | (2.7) | (0.6) |
Finite-Lived Intangible Assets, Net | $ 10.9 | $ 1.7 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 5 years 4 months 24 days | 2 years 8 months 12 days |
Trademarks [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | 2 years |
Trademarks [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Asset, Useful Life | 9 years | 3 years |
Workforce [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Finite-Lived Intangible Assets, Gross | $ 9.7 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (9.7) | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 2 years 7 months 6 days |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Summary of Finite Lived Intangible Assets Future Amortization Expense (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 32.7 |
2023 | 31.2 |
2024 | 26.8 |
2025 | 21.2 |
2026 | 9.8 |
Thereafter | 5.2 |
Total | $ 126.9 |
Other Current Assets and Accr_3
Other Current Assets and Accrued Expenses and Other Current Liabilities - Summary of Other Current Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Agent Incentives | $ 52.7 | $ 29.2 |
Other | 42.2 | 25.7 |
Other current assets | $ 94.9 | $ 54.9 |
Other Current Assets and Accr_4
Other Current Assets and Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Agent equity program | $ 84.8 | $ 0 |
Accrued compensation | 67.4 | 46.5 |
Accrued other acquisition related compensation, current | 23.6 | 1.3 |
Contingent consideration, current | 12.9 | 19.1 |
Other | 52.2 | 39.9 |
Accrued expenses and other current liabilities | $ 240.9 | $ 106.8 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | Jul. 29, 2021 | Jul. 31, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt [Line Items] | |||||
Letters of credit outstanding, amount | $ 54.5 | $ 50.7 | |||
Concierge Revolving Credit Facility [Member] | |||||
Debt [Line Items] | |||||
Maximum borrowing capacity | $ 75 | ||||
Interest rate basis | 1.85 | 3.00 | |||
Unused capacity commitment fee percentage | 0.50% | ||||
Line of credit facility expiration month and year | 2023 | ||||
Debt instrument interest rate | 3.23% | ||||
Covenant compliance | the Company was in compliance with the covenants under the Concierge Facility. | ||||
Debt issuance costs | $ 0.5 | $ 1.3 | |||
Concierge Revolving Credit Facility [Member] | Concierge Facility Used Greater Than Fifty Percent [Member] | |||||
Debt [Line Items] | |||||
Unused capacity commitment fee percentage | 0.35% | ||||
Concierge Revolving Credit Facility [Member] | Concierge Facility Used Less Than Fifty Percent [Member] | |||||
Debt [Line Items] | |||||
Unused capacity commitment fee percentage | 0.50% | ||||
Revolving Credit Facility [Member] | |||||
Debt [Line Items] | |||||
Maximum borrowing capacity | $ 350 | ||||
Interest rate basis | 1.00 | ||||
Unused capacity commitment fee percentage | 0.175% | ||||
Line of credit facility expiration month and year | 2026 | ||||
Outstanding Borrowings | $ 0 | ||||
Additional borrowing capacity | $ 250 | ||||
Additional borrowing capacity percentage threshold to assets | 18.50% | ||||
Net leverage ratio | 4.50 | ||||
Letters of credit | $ 125 | ||||
Revolving Credit Facility [Member] | Other Current Assets [Member] | |||||
Debt [Line Items] | |||||
Covenant compliance | the Company was in compliance with the covenants under the Revolving Credit Facility. | ||||
Debt issuance costs | $ 1.4 | ||||
Revolving Credit Facility [Member] | Base Rate [Member] | |||||
Debt [Line Items] | |||||
Interest rate basis | 0.50 | ||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt [Line Items] | |||||
Interest rate basis | 1.50 | ||||
Revolving Credit Facility [Member] | Federal Funds Effective Swap Rate [Member] | |||||
Debt [Line Items] | |||||
Interest rate basis | 0.50 | ||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) Swap Rate [Member] | |||||
Debt [Line Items] | |||||
Interest rate basis | 1.00 | ||||
Revolving Credit Facility [Member] | Debt Default Interest Rate [Member] | |||||
Debt [Line Items] | |||||
Interest rate basis | 2.0 | ||||
Letter of Credit [Member] | |||||
Debt [Line Items] | |||||
Letters of credit outstanding, amount | $ 30.3 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost | $ 135.3 | $ 121.8 | $ 120.7 |
Lessee, Operating lease liability, Lease not yet commenced, Payments due | 82 | ||
Selling and Marketing Expense [Member] | |||
Lease cost | 124.3 | 110.2 | 109.1 |
General and Administrative Expense [Member] | |||
Lease cost | $ 11 | $ 11.6 | $ 11.6 |
Leases - Summary of Operating L
Leases - Summary of Operating Leases (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease costs | $ 102.3 | $ 93.1 | $ 80.6 |
Short-term lease costs | 7.2 | 5.7 | 16.6 |
Sublease income | (3.2) | (3.4) | (2.2) |
Variable lease costs | 29 | 26.4 | 25.7 |
Total | $ 135.3 | $ 121.8 | $ 120.7 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related To leases (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of operating lease liabilities: | |||
Operating cash flows used in operating leases | $ 106.3 | $ 92 | $ 53.3 |
Supplemental disclosure of non-cash leasing activities: | |||
ROU assets obtained in exchange for new operating lease liabilities | $ 137.1 | $ 66.3 | $ 193.5 |
Leases - Summary of Weighted-av
Leases - Summary of Weighted-average Remaining Lease Term and Discount Rate (Detail) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average remaining lease term (years) | 6 years 8 months 12 days | 7 years 3 months 18 days |
Weighted average discount rate | 4.20% | 4.70% |
Leases - Summary of Operating_2
Leases - Summary of Operating Lease Liability Maturity (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 103.8 |
2023 | 108.2 |
2024 | 98.3 |
2025 | 84.4 |
2026 | 72.8 |
Thereafter | 187.8 |
Total future lease payments | 655.3 |
Less : imputed intrest | 90.8 |
Present value of lease liabilities | $ 564.5 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Escrow and trust deposits | $ 172.1 | $ 46.1 |
Letters of credit | 54.5 | $ 50.7 |
Revolving Credit Facility [Member] | ||
Letters of credit outstanding | 30.3 | |
Cash and Cash Equivalents [Member] | ||
Letters of credit outstanding | 24.2 | |
General and Administrative Expense [Member] | ||
Litigation settlement, expense | $ 21.3 |
Preferred Stock and Common St_3
Preferred Stock and Common Stock - Additional Information (Detail) - USD ($) $ in Millions | Apr. 01, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2021 |
Proceeds from Issuance of Convertible Preferred Stock | $ 1 | $ 343.3 | |||||||
Net offering costs | $ 0.9 | ||||||||
Conversion of Stock, Shares Converted | 9,382,620 | ||||||||
Common stock shares authorized | 13,850,000,000 | 700,754,910 | |||||||
Reclassification of convertible preferred stock into common stock value | $ 1,419.1 | ||||||||
Preferred stock shares issued | 0 | ||||||||
Preferred stock shares outstanding | 0 | ||||||||
Convertible preferred stock shares authorized | 0 | 246,430,170 | |||||||
Additional Paid-in Capital [Member] | |||||||||
Reclassification of convertible preferred stock into common stock value | $ 1,400 | $ 1,419.1 | |||||||
Series D Convertible Preferred Stock [Member] | |||||||||
Conversion of Stock, Shares Converted | 15,920,450 | ||||||||
Reclassification of convertible preferred stock into common stock value | $ 40 | ||||||||
Convertible preferred stock shares authorized | 25,303,070 | ||||||||
Series G Convertible Preferred Stock [Member] | |||||||||
Temporary Equity Stock Issued During Period Shares New Issues | 64,820 | 22,306,800 | |||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 1 | $ 343.3 | |||||||
Net offering costs | $ 0.8 | ||||||||
Convertible preferred stock shares authorized | 22,371,620 | ||||||||
Common Class A [Member] | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 223,033,725 | ||||||||
Treasury Stock, Common, Shares | 2,250,000 | ||||||||
Common stock shares authorized | 12,500,000,000 | 530,136,050 | |||||||
Treasury stock, retired | Jul. 1, 2021 | ||||||||
Common Class A [Member] | Restated Certificate Of Incorporation [Member] | |||||||||
Common stock shares authorized | 12,500,000,000 | ||||||||
Common Class C [Member] | |||||||||
Conversion of Stock, Shares Issued | 15,244,490 | ||||||||
Common Stock, Voting Rights | Each share of Class C common stock is entitled to twenty votes | ||||||||
Common stock shares authorized | 100,000,000 | ||||||||
Common Class C [Member] | Restated Certificate Of Incorporation [Member] | |||||||||
Common stock shares authorized | 100,000,000 | ||||||||
Common Class B [Member] | |||||||||
Common stock shares authorized | 1,250,000,000 | 170,618,860 | |||||||
Common Class B [Member] | Restated Certificate Of Incorporation [Member] | |||||||||
Common stock shares authorized | 1,250,000,000 | ||||||||
Undesignated Preferred Stock [Member] | Restated Certificate Of Incorporation [Member] | |||||||||
Preferred stock shares authorized | 25,000,000 |
Preferred Stock and Common St_4
Preferred Stock and Common Stock - Summary of Preferred Stock (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Shares Authorized | 246,430,170 | 0 |
Shares Issued and Outstanding | 237,047,550 | 0 |
Issuance Price/ Liquidation Price (Per Share) | $ 0.00001 | $ 0.00001 |
Aggregate Liquidation Value | $ 1,489.9 | |
Carrying Value (Net of Issuance Costs) | $ 1,486.7 | |
Series A [Member] | ||
Year Issued | 2013 | |
Shares Authorized | 54,811,930 | |
Shares Issued and Outstanding | 54,811,930 | |
Issuance Price/ Liquidation Price (Per Share) | $ 1 | |
Aggregate Liquidation Value | $ 54.8 | |
Carrying Value (Net of Issuance Costs) | $ 54.7 | |
Series B [Member] | ||
Year Issued | 2014-2015 | |
Shares Authorized | 18,133,240 | |
Shares Issued and Outstanding | 18,133,240 | |
Issuance Price/ Liquidation Price (Per Share) | $ 2.0766 | |
Aggregate Liquidation Value | $ 37.7 | |
Carrying Value (Net of Issuance Costs) | $ 37.5 | |
Series C [Member] | ||
Year Issued | 2015-2016 | |
Shares Authorized | 13,580,260 | |
Shares Issued and Outstanding | 13,580,260 | |
Issuance Price/ Liquidation Price (Per Share) | $ 4.0500 | |
Aggregate Liquidation Value | $ 55 | |
Carrying Value (Net of Issuance Costs) | $ 54.8 | |
Series D [Member] | ||
Year Issued | 2016-2017 | |
Shares Authorized | 25,303,070 | |
Shares Issued and Outstanding | 15,920,450 | |
Issuance Price/ Liquidation Price (Per Share) | $ 4.2632 | |
Aggregate Liquidation Value | $ 67.9 | |
Carrying Value (Net of Issuance Costs) | $ 67.6 | |
Series E [Member] | ||
Year Issued | 2017-2018 | |
Shares Authorized | 78,543,890 | |
Shares Issued and Outstanding | 78,543,890 | |
Issuance Price/ Liquidation Price (Per Share) | $ 6.7478 | |
Aggregate Liquidation Value | $ 530 | |
Carrying Value (Net of Issuance Costs) | $ 529 | |
Series F [Member] | ||
Year Issued | 2018 | |
Shares Authorized | 33,686,160 | |
Shares Issued and Outstanding | 33,686,160 | |
Issuance Price/ Liquidation Price (Per Share) | $ 11.8570 | |
Aggregate Liquidation Value | $ 399.4 | |
Carrying Value (Net of Issuance Costs) | $ 398.8 | |
Series G [Member] | ||
Year Issued | 2019-2020 | |
Shares Authorized | 22,371,620 | |
Shares Issued and Outstanding | 22,371,620 | |
Issuance Price/ Liquidation Price (Per Share) | $ 15.4269 | |
Aggregate Liquidation Value | $ 345.1 | |
Carrying Value (Net of Issuance Costs) | $ 344.3 |
Preferred Stock and Common St_5
Preferred Stock and Common Stock - Schedule of Stock by Class (Detail) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Shares Authorized | 13,850,000,000 | 700,754,910 |
Shares Issued | 409,267,751 | 125,221,900 |
Shares Outstanding | 409,267,751 | 122,971,900 |
Class A common stock [Member] | ||
Class of Stock [Line Items] | ||
Shares Authorized | 12,500,000,000 | 530,136,050 |
Shares Issued | 391,912,514 | 118,549,390 |
Shares Outstanding | 391,912,514 | 116,299,390 |
Class B common stock [Member] | ||
Class of Stock [Line Items] | ||
Shares Authorized | 1,250,000,000 | 170,618,860 |
Shares Issued | 6,672,510 | |
Shares Outstanding | 6,672,510 | |
Class C common stock [Member] | ||
Class of Stock [Line Items] | ||
Shares Authorized | 100,000,000 | |
Shares Issued | 17,355,237 | |
Shares Outstanding | 17,355,237 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 28, 2021 | Feb. 28, 2021 | Jun. 30, 2020 | Jul. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 28, 2022 | Jan. 01, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Contractual term | 10 years | ||||||||
Intrinsic value of stock options exercised | $ 124.1 | $ 9.8 | $ 19.1 | ||||||
Allocated share based compensation expense | 386.3 | 43.2 | 37.4 | ||||||
Deferred compensation share-based arrangements, liability, current | 84.8 | 0 | |||||||
Options unrecognized compensation | 3.5 | ||||||||
Proceeds from exercise of stock options | $ 26.9 | $ 15.9 | $ 7.6 | ||||||
Share based compensation by share based payment arrangement stock options granted during the period | 3,375,940 | ||||||||
Tax withholding obligations amount | $ 62.4 | ||||||||
Shares based compensation arrangement, gran date fair value | $ 13.30 | ||||||||
Early exercise of stock options | 918,590 | ||||||||
Previously granted stock options outside of plan | 1,061,250 | ||||||||
Accrued Expenses And Other Current Liabilities [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Proceeds from Other Equity | $ 3.2 | ||||||||
Other Noncurrent Liabilities [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Proceeds from Other Equity | $ 3 | ||||||||
Timebased vesting condition Not Yet Been Satisfied [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options unrecognized compensation period of recognition | 3 years 10 months 24 days | ||||||||
Common Class A [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of aggregate shares issued | 10,871,486 | ||||||||
Number of aggregate shares withheld | 4,907,746 | ||||||||
Tax withholding obligations amount | $ 62.4 | ||||||||
SHARES Granted Under Stock Plans Subject To Repurchase [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares subject to repurchase | 1,068,300 | ||||||||
Executive Officer [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share based payment award restricted stock units granted | 8,611,810 | 8,611,810 | |||||||
Executive Officer [Member] | Service, performance and marketbased vesting conditions [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based compensation by share based payment arrangement stock options granted during the period | 1,620,540 | ||||||||
Subsequent Event [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based compensation arrangement by share based payment award number of additional shares available for grant | 20,457,795 | ||||||||
Share-based Payment Arrangement, Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated share based compensation expense | $ 46.5 | $ 31.9 | $ 35.4 | ||||||
Options unrecognized compensation | $ 113.1 | ||||||||
Options unrecognized compensation period of recognition | 3 years 3 months 18 days | ||||||||
Restricted Stock Units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated share based compensation expense | $ 25 | ||||||||
Deferred compensation share-based arrangements, liability, current | 84.8 | ||||||||
Fair value of stock units vested and converted to common stock | $ 203.5 | ||||||||
Share based compensation arrangement,Service based vesting period | 4 years | ||||||||
Restricted Stock Units [Member] | Timebased vesting condition Not Yet Been Satisfied [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options unrecognized compensation period of recognition | 3 years 3 months 18 days | ||||||||
Restricted Stock Units [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based compensation arrangement,Service based vesting period | 5 years | ||||||||
Restricted Stock Units [Member] | Time Based Vesting Condition Partly Satisfied [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Equity instruments other than options unrecognized compensation | $ 75.2 | ||||||||
Restricted Stock Units [Member] | Subsequent Event [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares, Issued | 13,624,457 | ||||||||
IPO Based Restricted Stock Units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated share based compensation expense | 148.5 | ||||||||
Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated share based compensation expense | 1.5 | ||||||||
Proceeds from exercise of stock options | $ 5.6 | ||||||||
Unvested Restricted Stock units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options unrecognized compensation period of recognition | 3 years 2 months 12 days | ||||||||
Equity instruments other than options unrecognized compensation | $ 479.4 | ||||||||
Other Stock based Awards [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated share based compensation expense | $ 1.2 | 1.1 | 1.1 | ||||||
Vesting period | 4 years | ||||||||
Other Stock based Awards [Member] | Executive Officer [Member] | Common Class A [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of aggregate shares issued | 1,680,340 | ||||||||
Shares based compensation arrangement, gran date fair value | $ 2.66 | ||||||||
Other Stock based Awards [Member] | Employees And Nonemployees [Member] | Expenses incurred sale of shares to investors [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated share based compensation expense | 8 | 0 | |||||||
Stock Based Awards Outside The Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated share based compensation expense | $ 2.2 | $ 8 | $ 0.6 | ||||||
2012 Stock Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares available for grant | 26,196,697 | ||||||||
2012 Stock Incentive Plan [Member] | Restricted Stock Units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Contractual term | 10 years | ||||||||
2021 Equity Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares available for grant | 29,666,480 | 29,666,480 | |||||||
Share based compensation by share based payment arrangement increase in the shares authorised for issuance as a percentage of shares outstanding | 5.00% | ||||||||
2021 Employee Stock Purchase Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized | 7,416,620 | 7,416,620 | |||||||
Share based compensation by share based payment arrangement increase in the shares authorised for issuance as a percentage of shares outstanding | 1.00% | ||||||||
Share based compensation by share based payment arrangement stock options granted during the period | 0 | ||||||||
2021 Employee Stock Purchase Plan [Member] | January 1, 2022 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of additional shares added to the plan | 3,918,007 | ||||||||
2021 Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized | 150,000,000 | 150,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | ||
Number of Shares, Opening Balance | 62,827,150 | |
Number of Shares, Granted | 3,375,940 | |
Number of Shares, Exercised | (9,318,462) | |
Number of Shares, Forfeited | (2,359,089) | |
Number of Shares, Ending Balance | 54,525,539 | 62,827,150 |
Exercisable and vested | 34,618,347 | |
Weighted Average Exercise Price, Opening Balance | $ 4.55 | |
Weighted Average Exercise Price,Granted | 13.89 | |
Weighted Average Exercise Price,Exercised | 2.89 | |
Weighted Average Exercise Price,Forfeited | 6.87 | |
Weighted Average Exercise Price, Ending Balance | 5.30 | $ 4.55 |
Weighted Average Exercise Price, Exercisable and vested | $ 4.02 | |
Weighted Average Remaining Contract Term, Opening Balance | 7 years 1 month 6 days | 7 years 9 months 18 days |
Weighted Average Remaining Contract Term, Ending Balance | 7 years 1 month 6 days | 7 years 9 months 18 days |
Weighted Average Remaining Contract Term, Exercisable and vested | 6 years 3 months 18 days | |
Aggregate Intrinsic Value | $ 221.3 | $ 1,208 |
Aggregate Intrinsic Value, Exercisable and vested | $ 176.6 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Detail) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Shares, Opening Balance | shares | 32,556,160 |
Number of Shares, Granted | shares | 41,969,138 |
Number of Shares, Vested and converted to common stock | shares | (15,779,232) |
Number of Shares, Forfeited | shares | (4,228,136) |
Number of Shares, Ending Balance | shares | 54,517,930 |
Weighted Average Grant Date Fair Value, Opening Balance | $ / shares | $ 6.75 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 13.30 |
Weighted Average Grant Date Fair Value, Vested and converted to common stock | $ / shares | 10.21 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 13.20 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 10.29 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 386.3 | $ 43.2 | $ 37.4 |
Commissions and other related expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 128.7 | 5.7 | 16.1 |
Sales and marketing [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 38.4 | 16 | 11.1 |
Operations and support [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 16.9 | 3.5 | 2.4 |
Research and development[Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 92.7 | 1.4 | 2.8 |
General and administrative [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 109.6 | $ 16.6 | $ 5 |
IPO Related Expense [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 148.5 | ||
IPO Related Expense [Member] | Commissions and other related expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 41.7 | ||
IPO Related Expense [Member] | Sales and marketing [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 1.8 | ||
IPO Related Expense [Member] | Operations and support [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 3.1 | ||
IPO Related Expense [Member] | Research and development[Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 46.9 | ||
IPO Related Expense [Member] | General and administrative [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 55 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of share-based payment Award, Stock Options, valuation assumptions (Detail) - Share-based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 3 months 18 days | 7 years | 5 years 10 months 24 days |
Risk-free interest rate | 0.90% | 0.80% | 2.30% |
Expected volatility | 49.30% | 45.10% | 45.00% |
Dividend rate | |||
Weighted average grant date fair value of options granted | $ 8.68 | $ 5.67 | $ 2.62 |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (range for the period) | 18 | 23.44 | 6.44 |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (range for the period) | 8.80 | 6.65 | 5.16 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation allowance | $ 448.4 | $ 287.5 | |
Increase in valuation allowance | 160.9 | ||
Operating Loss Carryforwards Limited Utilization Percentage Of Taxable Income | 80.00% | ||
Uncertain tax positions | 0 | $ 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 | 0 | 0 |
Income tax holiday expiration period | 2024 | ||
Income (Loss) from continuing operations before income taxes, noncontrolling interest | $ (496.6) | (271.9) | $ (388.9) |
Equity in loss of unconsolidated entity | 1.3 | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards | 1,200 | 882.5 | |
Domestic Tax Authority [Member] | Two Thousand And Thirty Two [Member] | |||
Operating Loss Carryforwards | 151.7 | ||
Domestic Tax Authority [Member] | Unlimited Carryforward [Member] | |||
Operating Loss Carryforwards | 1,000 | ||
State and Local Jurisdiction [Member] | Two Thousand and Twenty Nine [Member] | |||
Operating Loss Carryforwards | $ 1.2 | $ 870.7 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Benefit (Provision) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0.8 | ||
Foreign | $ (1.2) | (0.2) | |
Total current | (1.2) | 0.6 | |
Deferred: | |||
Federal | 2.1 | 0.3 | $ 1 |
State | 0.4 | 0.6 | (0.1) |
Foreign | 1.2 | 0.2 | |
Total deferred | 3.7 | 1.1 | 0.9 |
Total benefit from income taxes | $ 2.5 | $ 1.7 | $ 0.9 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
United States | $ (496.5) | $ (272.4) | $ (388.9) |
International | (0.1) | 0.5 | |
Total | $ (496.6) | $ (271.9) | $ (388.9) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Differed From the Statutory Federal Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Tax at federal statutory rate | 21.00% | 21.00% | 21.00% |
State taxes, net of federal effect | 8.80% | 4.00% | 7.70% |
Change in valuation allowance | (34.20%) | (23.40%) | (28.60%) |
Stock-based compensation | 7.90% | 0.00% | 0.80% |
Non-deductible executive compensation | (2.80%) | 0.00% | 0.00% |
Non-deductible expenses | 0.10% | (2.10%) | (0.60%) |
Other | (0.30%) | 1.10% | (0.10%) |
Benefit from income taxes | 0.50% | 0.60% | 0.20% |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Net Deferred Taxes Arising from Temporary Differences (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Nondeductible accruals | $ 15 | $ 7.8 |
Stock-based compensation | 66.7 | 20 |
Lease liabilities | 157.9 | 144.6 |
Net operating loss carryforward | 331.1 | 240.4 |
Allowance for credit losses | 7.2 | 7.3 |
Accrued compensation | 32.5 | 18.6 |
Other | 3.4 | 1.4 |
Total deferred tax assets | 613.8 | 440.1 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (132.8) | (119.9) |
Intangible assets | (1.7) | (6.1) |
Property and equipment | (29.5) | (26.4) |
Total deferred tax liabilities | (164) | (152.4) |
Less: valuation allowance | (448.4) | (287.5) |
Net deferred tax assets | $ 1.4 | $ 0.2 |
Compass Concierge Receivables_3
Compass Concierge Receivables and Allowance for Credit Losses - Summary of Activity of The ACL For concierge receivables (Detail) - Concierge Receivables [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Beginning of period | $ 17.2 | $ 4.7 |
Adoption of ASU 2016-03 | 0 | 5.6 |
Allowances | 7.2 | 9.1 |
Net write-offs and other | (7.1) | (2.2) |
End of period | $ 17.3 | $ 17.2 |
Compass Concierge Receivables_4
Compass Concierge Receivables and Allowance for Credit Losses - Schedule of Aging Analysis of Concierge Receivables (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Receivable, Past Due [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss | $ 50.2 | $ 66.7 |
Financing Receivables Overdue Up to Thirty One Days And Less Than Ninety Days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss | 0.9 | 5.5 |
Financial Asset, Equal to or Greater than 90 Days Past Due [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss | 8.3 | 10.8 |
Financial Asset, Past Due [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss | 9.2 | 16.3 |
Financial Asset, Not Past Due [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss | $ 41 | $ 50.4 |
Compass Concierge Receivables_5
Compass Concierge Receivables and Allowance for Credit Losses - Additional Information (Detail) | Dec. 31, 2021 | Dec. 31, 2020 |
Concierge Receivables [Member] | ||
Percentage of amount of outstanding receivables related to unsold properties | 96.00% | 93.00% |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss attributable to common stockholders | $ (494.1) | $ (270.2) | $ (388) |
Denominator: | |||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 326,336,128 | 109,954,760 | 106,529,880 |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.51) | $ (2.46) | $ (3.64) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Diluted net loss per share attributable to common stockholders | 110,502,861 | 336,053,390 | 298,443,780 |
Convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Diluted net loss per share attributable to common stockholders | 238,954,050 | 248,271,850 | |
Outstanding stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Diluted net loss per share attributable to common stockholders | 54,525,539 | 62,827,150 | 43,776,850 |
Outstanding RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Diluted net loss per share attributable to common stockholders | 54,517,930 | 32,556,160 | 5,297,200 |
Unvested early exercised options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Diluted net loss per share attributable to common stockholders | 1,068,300 | 1,075,710 | |
Unvested common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Diluted net loss per share attributable to common stockholders | 391,092 | 640,320 | 1,097,880 |
Restructuring Activities and _3
Restructuring Activities and COVID -19 Update - Summary of restructuring costs (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 10.3 | |
Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 6 | |
Lease Terminaion [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 4.3 | |
Sales and marketing [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 5.8 | |
Sales and marketing [Member] | Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 1.5 | |
Sales and marketing [Member] | Lease Terminaion [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 4.3 | |
Operations and support [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 2.9 | |
Operations and support [Member] | Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 2.9 | |
Research and development[Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 0.7 | |
Research and development[Member] | Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 0.7 | |
General and administrative [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 0.9 | |
General and administrative [Member] | Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 0.9 |
Restructuring Activities and _4
Restructuring Activities and COVID -19 Update - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Cost, Number of Positions Eliminated, Percent | 15.00% | ||
Liabilities related to restructuring costs | $ 0 | $ 0 | |
Selling and Marketing Expense [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | $ 1.7 |