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Compass(COMP) - 2025 Q3 - Quarterly Report

Agent and Transaction Growth - As of September 30, 2025, Compass had approximately 38,400 agents on its platform, with principal agents numbering 21,550, reflecting an increase of 4,008 or 22.8% from the previous year[152][153] - Total transactions closed by agents during the three months ended September 30, 2025, reached 67,886, marking a 21.5% increase compared to the same period in 2024[153] - Gross Transaction Value for the same period was $70.7 billion, an increase of 22.5% year-over-year, representing 5.63% of residential real estate transacted in the U.S.[154][155] - The number of Principal Agents as of September 30, 2025, grew to 21,550, an increase of 22.8% year-over-year[171] - Total Transactions increased to 67,886 for the three months ended September 30, 2025, representing a 21.5% increase year-over-year[190] Financial Performance - Revenue for the three months ended September 30, 2025, was $1,846.0 million, representing a 23.6% increase from $1,494.0 million in the same period of 2024[171] - Revenue for the nine months ended September 30, 2025, reached $5,261.8 million, up 23.8% from $4,248.7 million in the prior year[171] - Adjusted EBITDA for the three months ended September 30, 2025, was $93.6 million, compared to $52.0 million for the same period in 2024, indicating significant improvement driven by higher revenue from an increased number of agents[201] - The Adjusted EBITDA margin for the three months ended September 30, 2025, was 5.1%, compared to 3.5% for the same period in 2024[199] - Cash flows from operations for the nine months ended September 30, 2025, were $171.4 million, up from $91.0 million for the same period in 2024[208] Expenses and Losses - Commissions and other related expenses for the three months ended September 30, 2025, were $1,503.4 million, a 22.5% increase from $1,227.7 million in 2024[172] - Sales and marketing expenses for the three months ended September 30, 2025, were $93.8 million, a 6.3% increase from $88.2 million in the same period of 2024[173] - Operations and support expenses for the three months ended September 30, 2025, totaled $111.1 million, reflecting a 31.6% increase from $84.4 million in 2024[174] - Research and development expenses for the three months ended September 30, 2025, were $67.4 million, a 41.9% increase from $47.5 million in the prior year[175] - Total operating expenses for the three months ended September 30, 2025, were $1,853.2 million, slightly exceeding revenue by 0.4%[172] - Net loss for the three months ended September 30, 2025, was $4.6 million, compared to a net loss of $1.9 million in the same period of 2024[171] Merger and Financing - Compass entered into a Merger Agreement with Anywhere Real Estate Inc. on September 22, 2025, with the merger expected to close in the second half of 2026[160][163] - The company secured a debt financing commitment of up to $750 million to support the merger, which will be used to refinance existing indebtedness and cover related expenses[162] - The company incurred $7.5 million in Anywhere merger transaction and integration expenses during the nine months ended September 30, 2025[172] - Anywhere merger transaction and integration expenses were $7.5 million for the three months ended September 30, 2025, representing a 100% increase from the prior year[178] Economic and Market Conditions - Macroeconomic conditions, including high interest rates, have contributed to a slowdown in the U.S. residential real estate market, impacting Compass's business and financial results[165][166] - Changes in industry practices resulting from antitrust settlements may impact Compass's operations and revenue in the future[167] Cash and Debt Management - The company had cash and cash equivalents of $170.3 million and an accumulated deficit of $2.7 billion as of September 30, 2025[206] - The Revolving Credit Facility available to the company as of September 30, 2025, was $322.3 million, with no balance outstanding[206] - The company is contingently liable for escrow and trust deposits totaling $350.2 million as of September 30, 2025[215] - The company has an outstanding balance of $28.8 million under the Concierge Facility, which bears interest at the term SOFR rate plus a margin of 2.50%[224] - The Revolving Credit Facility has no outstanding borrowings as of September 30, 2025, and bears interest equal to SOFR plus a margin of 1.50%[224] Accounting and Financial Reporting - The company evaluates its accounting estimates and assumptions on an ongoing basis, which may affect future financial statements[217] - Business combinations are accounted for using the acquisition method, with goodwill recorded for the excess of purchase consideration over identifiable assets and liabilities[219] - Acquisition costs are expensed as incurred, primarily consisting of third-party legal and consulting fees[219] - The company has not reported any material changes to its critical accounting policies and estimates in its 2024 Form 10-K[218]