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4Q & FY 2024 Business Update & Supplementary Information 1 1697 1697
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Safe Harbor Statement This presentation includes forward-looking statements, which are statements other than statements of historical facts, and statements in the future tense. These statements include, but are not limited to, statements regarding our future performance, including expected financial results for the first quarter of 2025, planned non-GAAP operating expenses and free cash flow expectations for the full year of 2025, and our expectations for operational achievements. Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date of this presentation, and are subject to risks and uncertainties, including but not limited to: general economic conditions, economic and industry downturns, the health of the U.S. real estate industry, and risks generally incident to the ownership of residential real estate; the effect of monetary policies of the federal government and its agencies; high mortgage rates; ongoing industry antitrust class action litigation (including lawsuits filed against us) or any related regulatory activities; any decreases in our gross commission income or the percentage of commissions that we collect; low home inventory levels; our ability to carefully manage our expense structure; adverse economic, real estate or business conditions in geographic areas where our business is concentrated and/or impacting high-end markets; our ability to continuously innovate, improve and expand our platform, including tools and features integrating machine learning and artificial intelligence; our ability to expand our operations, including owned-brokerage, affiliate business and integrated services, and to offer additional integrated services; our ability to realize expected benefits from our mortgage business; our ability to compete successfully; our ability to attract and retain highly qualified personnel, to recruit agents and to expand our network of affiliates; our ability to re-accelerate our business growth given our current expense structure; fluctuation in our quarterly results and other operating metrics; the loss of one or more key personnel; actions by our agents at our owned-brokerage, employees or affiliates that could adversely affect our reputation and subject us to liability; our ability to pursue acquisitions that are successful and can be integrated into our existing operations and can allow us to realize anticipated synergies and cost savings; changes in mortgage underwriting standards; our ability to maintain or establish relationships with third-party service providers; the impact of cybersecurity incidents and the potential loss of critical and confidential information; the reliability of our fraud detection processes and information security systems; depository banks not honoring our escrow and trust deposits; adoption of alternatives to full-service agents by consumers; our ability to develop and maintain an effective system of disclosure controls and internal control over financial reporting; covenants in our debt agreements that may restrict our borrowing capacity or operating activities; our abilities to use net operating losses and other tax attributes; changes in, and our reliance on, accounting standards, assumptions, estimates and business data; the dependability of our platform and software; our ability to maintain our company culture; our ability to obtain or maintain adequate insurance coverage; processing, storage, and use of personal information and other data, and compliance with privacy laws and regulations; natural disasters and catastrophic events; the effect of the claims, lawsuits, government investigations and other proceedings; changes in federal or state laws that would require our agents to be classified as employees; our ability to protect our intellectual property rights and our reliance on the intellectual property rights of third parties; the impact of having a multi-class structure of common stock; and other risks set forth in our annual report on Form 10-K and our subsequent quarterly reports on Form 10-Q. Significant variation from the assumptions underlying our forward- looking statements could cause our actual results to vary, and the impact could be significant. Accordingly, actual results could differ materially from those predicted or implied or such uncertainties could cause adverse effects on our results. Reported results should not be considered as an indication of future performance. More information about factors that could adversely affect our business, financial condition and results of operations, or that could cause actual results to differ from those expressed or implied in our forward-looking statements is included under the captions “Risk Factors,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent annual report on Form 10-K and our subsequent quarterly reports on Form 10-Q, copies of which are available on the Investor Relations page of our website at https://investors.compass.com/ and on the SEC website at www.sec.gov. All information herein speaks as of the date hereof and all forward-looking statements contained herein are based on information available to us as of the date hereof, and we do not assume any obligation to update these statements as a result of new information or future events. Undue reliance should not be placed on the forward-looking statements in this presentation. Non-GAAP Financial Measures This presentation contains the non-GAAP financial measures - Adjusted EBITDA, non-GAAP operating expenses and Free Cash Flow. These measures may exclude certain expenses, gains and losses that may not be indicative of our core operating results and business outlook, and, in each case, may be different from the non-GAAP financial measures used by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with generally accepted accounting principles. You can find the reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures in the Financial Tables at the end of this presentation. 2
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Compass One Agent Feedback 3 For more information on Compass One please visit: https://one.compass.com/ “The Compass One Client Dashboard was what we needed to get us 100% all-in on the Compass platform and off of third-party systems. This dashboard is the #1 tool that we now have to deepen and cultivate lasting relationships while making you look like a rock star with your clients.” Somer Padilla Houston, TX “I've been with Compass for over six years now and this is by far the most polished piece of technology that they’ve developed. In this post-NAR lawsuit era, this level of transparency is exactly what clients are demanding. More importantly, it enhances the overall client experience by clearly sharing key dates, what clients can expect, and the tasks we need them to complete.” Adam Hestad Seattle, WA “I pitched Compass tech today to clients who had sold five homes over $3M and were amazed by what Compass offers. I explained how Compass stands apart, pitching 3-Phased Marketing and Compass One. Though I’ve never sold a house in the neighborhood, I secured the listing agreement at our first meeting. Compass One and 3-Phased Marketing were the deal closers!” Gretchen Coley Raleigh, NC “Of all of the tools that have been introduced to us since joining Compass, this one stands out as a game-changer that I believe can elevate my career to new heights. I am thrilled to be part of a real estate company that prioritizes empowering agents to distinguish themselves from the competition and leverages technology to enhance our value and alleviate potential stress for our clients. I can't wait to introduce Compass One to my clients!” Jill Guidi Falmouth, MA
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Compass 3-Phased Marketing Strategy Agent Feedback 4For more information on the Compass 3-Phased Marketing Strategy, please visit: https://www.compass-homeowners.com/ “The Compass 3-Phased Marketing Strategy created strong demand, resulting in multiple competitive offers. By leveraging interest from both Compass and outside brokerages, I was able to negotiate effectively, ultimately securing a final offer that exceeded my seller’s expectations. This success highlights the power of a structured marketing strategy—maximizing exposure, creating competition, and delivering top-dollar results.” Rebecca Zinn Woodbury, NY “We used Compass Private Exclusives to test prices on a listing that had multiple updates that we wanted to communicate to potential buyers. We ran it by multiple Compass agents and received valuable feedback on what to change or highlight when we went active. When we went active, we were under contract in only 2 days! In the past 5 days alone, I’ve gotten 6 more listings because of the advantages of the Compass 3-Phased Marketing Strategy.” Sunny Darden Dallas Ft. Worth, TX “I listed the property as a Compass Coming Soon, strategically sharing only a handful of photos. Within hours, what blew me away was how quickly that exposure turned into real opportunities. After sharing the listing on Instagram, a follower asked to be notified the moment it went live and at the same time, two non-Compass agents inquired about the property after finding it on Compass.com. This whole experience reinforced how powerful the Compass 3-Phased Marketing Strategy really is.” Whitney Yeung Manhasset, NY “We are currently in the Compass Private Exclusive phase of the Compass 3-Phased Marketing Strategy and already have interest from local agents. Having a platform to share this listing with agents across the region and country—without it appearing on Zillow and other websites first—has been a huge advantage.” Leslie Morrison Montclair, NJ
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4Q 2024 Highlights 4Q 2024 Revenue $1,380.4M +26% Y-o-Y (1) See Financial Tables section for a reconciliation of GAAP to Non-GAAP measures. (2) During the first quarter of 2024, the Company began to report its agent statistics as of quarter end. The Company’s Number of Principal Agents and Number of Total Agents reported here are based on the quarter end count. (3) Excludes approximately 1,000 principal agents located in Texas who joined Compass during the second quarter of 2024 as part of the Latter & Blum Holdings, LLC acquisition. These agents operate with a flat fee / transaction fee based model, which is different from the Company's standard compensation model. 4Q 2024 Revenue less Comm. & Other as a % of Revenue 17.47% -82 BPS Y-o-Y 4Q 2024 Adjusted EBITDA(1) $16.7M +$40.4M Y-o-Y 5 4Q 2024 Number of Principal Agents(2)(3) 17,752 +21% Y-o-Y 4Q 2024 Free Cash Flow(1) $26.7M +$67.7M Y-o-Y 4Q 2024 Number of Total Agents(2)(3) 33,465 +14% Y-o-Y 4Q 2024 Gross Transaction Value $54.0B +29% Y-o-Y 4Q 2024 Total Transactions 50,411 +24% Y-o-Y
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FY 2024 Highlights FY 2024 Revenue $5,629.1M +15% Y-o-Y (1) See Financial Tables section for a reconciliation of GAAP to Non-GAAP measures. FY 2024 Revenue less Non- GAAP Comm. & Other as a % of Revenue(1) 17.67% -54 BPS Y-o-Y FY 2024 Adjusted EBITDA(1) $126.0M +$164.9M Y-o-Y 6 FY 2024 Gross Transaction Value $216.8B +16% Y-o-Y FY 2024 Total Transactions 205,122 +15% Y-o-Y FY 2024 Free Cash Flow(1) $105.8M +$142.9M Y-o-Y
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Compass Increases Key Business Metrics in 4Q 2024 $6,421 $6,018 $4,885 $5,629 2021 2022 2023 2024 Total Revenue ($M) $1,096 $1,380 4Q23 4Q24 Gross Transaction Value ($B) $254.2 $230.3 $186.1 $216.8 2021 2022 2023 2024 $41.8 $54.0 4Q23 4Q24 Number of Principal Agents(1)(2) 12,604 13,649 14,683 17,752 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Total Transactions 225,272 211,538 178,848 205,122 2021 2022 2023 2024 40,621 50,411 4Q23 4Q24 26% y-o-y growth 29% y-o-y growth 24% y-o-y growth 21% y-o-y growth 7 (1) During the first quarter of 2024, the Company began to report its agent statistics as of quarter end. The Company’s Number of Principal Agents reported here is based on the quarter end count. (2) Excludes approximately 1,000 principal agents located in Texas who joined Compass during the second quarter of 2024 as part of the Latter & Blum Holdings, LLC acquisition. These agents operate with a flat fee / transaction fee based model, which is different from the Company's standard compensation model.
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Guidance 1Q 2025 Revenue $1.350 - $1.475 billion Adjusted EBITDA $11 - $25 million Weighted-Average Share Count(1) 549 - 552 million (1) The weighted average share count reflects an increase of 38.5 million shares to be issued as equity consideration for the acquisition of Christie's International Real Estate. This amount represents the minimum number of shares required under the merger agreement. FY 2025 Non-GAAP Operating Expenses(2) $1.005 - $1.030 billion Free Cash Flow Positive (2) Non-GAAP Operating Expenses for the year ended December 31, 2025 reflect a 3% to 4% increase on the Company’s “core” business OPEX plus $10 million of wrap around expenses from 2024 acquisitions and the addition of $105 million from Christie's International Real Estate. 8
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Financial Tables
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Condensed Consolidated Balance Sheets (in millions, unaudited) December 31, 2024 December 31, 2023 Assets Current assets Cash and cash equivalents $ 223.8 $ 166.9 Accounts receivable, net of allowance 48.6 36.6 Compass Concierge receivables, net of allowance 24.4 24.0 Other current assets 33.2 54.5 Total current assets 330.0 282.0 Property and equipment, net 125.5 151.7 Operating lease right-of-use assets 389.7 408.5 Intangible assets, net 73.8 77.6 Goodwill 233.6 209.8 Other non-current assets 25.4 30.7 Total assets $ 1,178.0 $ 1,160.3 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 13.0 $ 18.4 Commissions payable 82.8 59.6 Accrued expenses and other current liabilities 140.3 90.8 Current lease liabilities 93.5 98.9 Concierge credit facility 23.6 24.8 Total current liabilities 353.2 292.5 Non-current lease liabilities 380.5 410.2 Other non-current liabilities 31.9 25.6 Total liabilities 765.6 728.3 Stockholders’ equity Common stock — — Additional paid-in capital 3,081.6 2,946.5 Accumulated deficit (2,672.2) (2,517.8) Total Compass, Inc. stockholders' equity 409.4 428.7 Non-controlling interest 3.0 3.3 Total stockholders' equity 412.4 432.0 Total liabilities and stockholders' equity $ 1,178.0 $ 1,160.3 10
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Condensed Consolidated Statements of Operations (in millions, except share and per share data, unaudited) Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 Revenue $ 1,380.4 $ 1,096.4 $ 5,629.1 $ 4,885.0 Operating expenses: Commissions and other related expense (1) 1,139.3 895.9 4,634.6 4,007.0 Sales and marketing (1) 92.2 102.9 368.7 435.4 Operations and support (1) 88.0 79.6 334.5 326.9 Research and development (1) 46.9 44.4 188.8 184.5 General and administrative (1) 32.7 32.4 165.2 125.7 Restructuring costs 2.2 2.7 9.7 30.4 Depreciation and amortization 19.7 21.5 82.4 90.0 Total operating expenses 1,421.0 1,179.4 5,783.9 5,199.9 Loss from operations (40.6) (83.0) (154.8) (314.9) Investment income, net 2.1 1.6 6.8 8.5 Interest expense (1.8) (1.6) (6.4) (10.8) Loss before income taxes and equity in income (loss) of unconsolidated entity (40.3) (83.0) (154.4) (317.2) Income tax (expense) benefit (0.2) (0.1) 0.5 0.4 Equity in income (loss) of unconsolidated entity 0.1 (0.7) (0.6) (3.3) Net loss (40.4) (83.8) (154.5) (320.1) Net (income) loss attributable to non-controlling interests (0.1) 0.1 0.1 (1.2) Net loss attributable to Compass, Inc. $ (40.5) $ (83.7) $ (154.4) $ (321.3) Net loss per share attributable to Compass, Inc., basic and diluted $ (0.08) $ (0.17) $ (0.31) $ (0.69) Weighted-average shares used in computing net loss per share attributable to Compass, Inc., basic and diluted 511,244,971 483,710,540 501,514,681 466,522,935 (1) Total stock-based compensation expense included in the condensed consolidated statements of operations is as follows (in millions): Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 Commissions and other related expense $ — $ — $ — $ 11.6 Sales and marketing 7.5 8.6 31.5 35.0 Operations and support 4.2 4.5 16.5 16.1 Research and development 13.3 11.3 58.0 45.7 General and administrative 6.2 11.9 21.5 49.8 Total stock-based compensation expense $ 31.2 $ 36.3 $ 127.5 $ 158.2 11
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Condensed Consolidated Statements of Cash Flows (in millions, unaudited) Year Ended December 31, 2024 2023 Operating Activities Net loss $ (154.5) $ (320.1) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 82.4 90.0 Stock-based compensation 127.5 158.2 Equity in loss of unconsolidated entity 0.6 3.3 Change in acquisition related contingent consideration 6.0 2.6 Bad debt allowance (2.1) 4.4 Amortization of debt issuance costs 0.7 0.7 Changes in operating assets and liabilities: Accounts receivable (8.0) (3.5) Compass Concierge receivables (0.8) 18.0 Other current assets 21.3 21.4 Other non-current assets 7.0 9.1 Operating lease right-of-use assets and operating lease liabilities (17.4) (1.2) Accounts payable (6.3) (9.8) Commissions payable 23.1 11.6 Accrued expenses and other liabilities 42.0 (10.6) Net cash provided by (used in) operating activities 121.5 (25.9) Investing Activities Investment in unconsolidated entity (2.0) (1.2) Capital expenditures (15.7) (11.2) Payments for acquisitions, net of cash acquired (18.9) 0.7 Net cash used in investing activities (36.6) (11.7) Financing Activities Proceeds from exercise of stock options 9.5 4.5 Proceeds from issuance of common stock under the Employee Stock Purchase Plan 2.2 2.5 Taxes paid related to net share settlement of equity awards (35.0) (23.5) Proceeds from drawdowns on Concierge credit facility 48.7 55.4 Repayments of drawdowns on Concierge credit facility (49.9) (62.5) Proceeds from drawdowns on Revolving credit facility — 75.0 Repayments of drawdowns on Revolving credit facility — (225.0) Proceeds from issuance of common stock in connection with the Strategic Transaction — 32.3 Payments related to acquisitions, including contingent consideration (3.4) (14.6) Other (0.1) (1.5) Net cash used in financing activities (28.0) (157.4) Net increase (decrease) in cash and cash equivalents 56.9 (195.0) Cash and cash equivalents at beginning of period 166.9 361.9 Cash and cash equivalents at end of period $ 223.8 $ 166.9 12
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Net Loss to Adjusted EBITDA Reconciliation (in millions, unaudited) Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 Net loss attributable to Compass, Inc. $ (40.5) $ (83.7) $ (154.4) $ (321.3) Adjusted to exclude the following: Depreciation and amortization 19.7 21.5 82.4 90.0 Investment income, net (2.1) (1.6) (6.8) (8.5) Interest expense 1.8 1.6 6.4 10.8 Stock-based compensation 31.2 36.3 127.5 158.2 Income tax expense (benefit) 0.2 0.1 (0.5) (0.4) Restructuring costs 2.2 2.7 9.7 30.4 Acquisition-related expenses(1) 4.2 (0.6) 4.2 1.9 Litigation charges(2) — — 57.5 — Adjusted EBITDA $ 16.7 $ (23.7) $ 126.0 $ (38.9) 13 (1) For the three months ended December 31, 2024 and 2023, acquisition-related expenses includes losses of $4.0 million and $0.9 million, respectively, as a result of changes in the fair value of contingent consideration and expense of $0.2 million and a gain of $1.5 million, respectively, for the three months ended December 31, 2024 and 2023 related to acquisition consideration treated as compensation expense over the underlying retention periods. For the years ended December 31, 2024 and 2023, acquisition-related expenses includes losses of $4.0 million and $1.3 million, respectively, as a result of changes in the fair value of contingent consideration and expense of $0.2 million and $0.6 million, respectively, for the years ended December 31, 2024 and 2023 related to acquisition consideration treated as compensation expense over the underlying retention periods. (2) Represents a charge of $57.5 million incurred during the three months ended March 31, 2024 in connection with the Antitrust Lawsuits. 50% of the settlement was paid during the three months ended June 30, 2024, and the remaining 50% is expected to be paid within one year of the court’s preliminary approval.
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Reconciliation of Operating Cash Flows to Free Cash Flow (in millions, unaudited) Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 Net cash provided by (used in) operating activities $ 30.5 $ (38.7) $ 121.5 $ (25.9) Less: Capital expenditures (3.8) (2.3) (15.7) (11.2) Free cash flow $ 26.7 $ (41.0) $ 105.8 $ (37.1) 14
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Reconciliation of GAAP to Non-GAAP Operating Expenses (in millions, unaudited) Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 GAAP Commissions and other related expense $ 1,139.3 $ 895.9 $ 4,634.6 $ 4,007.0 Adjusted to exclude the following: Stock-based compensation — — — (11.6) Non-GAAP Commissions and other related expense $ 1,139.3 $ 895.9 $ 4,634.6 $ 3,995.4 GAAP Sales and marketing $ 92.2 $ 102.9 $ 368.7 $ 435.4 Adjusted to exclude the following: Stock-based compensation (7.5) (8.6) (31.5) (35.0) Non-GAAP Sales and marketing $ 84.7 $ 94.3 $ 337.2 $ 400.4 GAAP Operations and support $ 88.0 $ 79.6 $ 334.5 $ 326.9 Adjusted to exclude the following: Stock-based compensation (4.2) (4.5) (16.5) (16.1) Acquisition-related expenses (4.2) 0.6 (4.2) (1.9) Non-GAAP Operations and support $ 79.6 $ 75.7 $ 313.8 $ 308.9 GAAP Research and development $ 46.9 $ 44.4 $ 188.8 $ 184.5 Adjusted to exclude the following: Stock-based compensation (13.3) (11.3) (58.0) (45.7) Non-GAAP Research and development $ 33.6 $ 33.1 $ 130.8 $ 138.8 GAAP General and administrative $ 32.7 $ 32.4 $ 165.2 $ 125.7 Adjusted to exclude the following: Stock-based compensation (6.2) (11.9) (21.5) (49.8) Litigation charge — — (57.5) — Non-GAAP General and administrative $ 26.5 $ 20.5 $ 86.2 $ 75.9 15
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Non-GAAP Operating Expenses Excluding Commissions and Other Related Expense (in millions, unaudited) Three Months Ended March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 Sales and marketing $ 106.7 $ 104.3 $ 95.1 $ 94.3 $ 85.5 $ 86.6 $ 80.4 $ 84.7 Operations and support 75.0 79.8 78.4 75.7 75.3 78.7 80.2 79.6 Research and development 38.5 32.8 34.4 33.1 32.1 32.2 32.9 33.6 General and administrative 23.1 21.4 10.9 20.5 18.3 19.9 21.5 26.5 Total non-GAAP operating expenses excluding commissions and other related expense $ 243.3 $ 238.3 $ 218.8 $ 223.6 $ 211.2 $ 217.4 $ 215.0 $ 224.4 16
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Key Business Metrics and Non-GAAP Financial Measures (unaudited) Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 Total Transactions(1) 50,411 40,621 205,122 178,848 Gross Transaction Value (in billions) $ 54.0 $ 41.8 $ 216.8 $ 186.1 Number of Principal Agents(2)(3) 17,752 14,683 17,752 14,683 Net loss attributable to Compass, Inc. (in millions) $ (40.5) $ (83.7) $ (154.4) $ (321.3) Net loss attributable to Compass, Inc. margin (2.9%) (7.6%) (2.7%) (6.6%) Adjusted EBITDA (in millions) $ 16.7 $ (23.7) $ 126.0 $ (38.9) Adjusted EBITDA margin 1.2% (2.2%) 2.2% (0.8%) 17 (1) We calculate Total Transactions by taking the sum of all transactions closed on the Compass platform in which our agent represents the buyer or seller in the purchase or sale of a home (excluding rental transactions). We include a single transaction twice when one or more Compass agents represent both the buyer and seller in any given transaction. (2) During the first quarter of 2024, the Company began to report its agent statistics as of quarter end. The Company’s Number of Principal Agents reported here is based on the quarter end count. (3) Excludes approximately 1,000 principal agents located in Texas who joined Compass during the second quarter of 2024 as part of the Latter & Blum Holdings, LLC acquisition. These agents operate with a flat fee / transaction fee based model, which is different from the Company's standard commission model.
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Investor Contact Soham Bhonsle Investorrelations@compass.com