Compass, Inc 8-K/A, filed Mar 28, 2025

Compass, Inc. (COMP)

8-K/A 2025-03-28 For: 2025-01-13

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Added on April 12, 2026

About this 8-K/A

Compass, Inc filed this 8-K/A on March 28, 2025, reporting on events of January 13, 2025.

Items reported

Item 9.01: Financial statements and exhibits

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110 Fifth Avenue, 4th Floor New York, New York						10011
(Address of Principal Executive Offices)						(Zip Code)


Exhibit Number						Exhibit Title or Description

23.1						Consent of PricewaterhouseCoopers LLP, Independent Accountant s.

99.1						Audited c onsolidated f inancial s tatements and r elated n otes of At World Properties Ho ldings , LLC , as of December 31, 202 3 and for the y ear e nded December 31, 202 3 .

99.2						Un a udited c on densed co nsolidated f inancial s tatements and r elated n otes of At World Properties Holdings, LLC , as of September 30 , 202 4 and for the n ine m onths e nded September 30, 2024 .

99.3						Unaudited pro forma condensed combined balance sheet for Compass, Inc. and At World Properties Holdings, LLC , as of September 30, 2024 , and unaudited pro forma condensed combined statements of operations for Compass, Inc. and At World Properties Holdings, LLC for the nine months ended September 30, 2024 and the year ended December 31, 2023.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).


			Page
Report of Independent Auditors			2
Consolidated Balance Sheet as of December 31, 2023			4
Consolidated Statement of Operations for the year ended December 31, 2023			5
Consolidated Statement of Member s ' Equity for the year ended December 31, 2023			6
Consolidated Statement of Cash Flows for the year ended December 31, 2023			7
Notes to Consolidated Financial Statements			8


	December 31, 2023
Assets
Current Assets
Cash	$	20.6
Accounts receivable, net of allowance of $0.9	13.1
Prepaid expenses and other current assets	11.8
Affiliate contract assets	0.8
Due from related parties	0.3
Total current assets	46.6
Property and equipment, net (Note 6)	16.3

Operating lease right-of-use assets	36.1
Investment in unconsolidated entities (Note 5)	8.5
Goodwill (Note 7)	164.4
Intangible assets, net (Note 7)	82.2
Affiliate contract assets, net of current portion	6.0
Other non-current assets	0.8

Total assets	$	360.9






Liabilities and members' equity
Current liabilities
Current maturities of long-term debt, net of unamortized debt issuance costs (Note 8)	$	8.8
Accounts payable	5.9
Accrued expenses	20.8

Deferred revenue	3.6
Current portion of operating lease liabilities	7.2
Total current liabilities	46.3
Long-term liabilities
Operating lease liabilities, net of current portion	29.4
Other liabilities	0.4
Long-term due to related parties	1.1

Deferred income taxes, net	3.7
Long-term debt, net of unamortized debt issuance costs, less current maturities (Note 8)	139.4
Total non-current liabilities	174.0
Total liabilities	220.3
Commitments and contingencies (Note 13)
Members' equity
Preferred Units, $1,000 per unit; 14,750 units authorized, 12,000 issued and outstanding at December 31, 2023	7.7
Common Units, $1,000 per unit; Unlimited units authorized, 110,463 issued and outstanding at December 31, 2023	91.6
Retained earnings	40.9
At World Properties Holdings, LLC members' equity	140.2
Non-controlling interest	0.4
Total members' equity	140.6
Total liabilities and members' equity	$	360.9


	Year Ended December 31, 2023
Revenue
Commission income	$	505.2
Title agency revenues	21.8
Other revenues	42.8
Total revenue	569.8
Operating expenses
Commissions and other agent-related expense	425.5
Wages and benefits	62.5
Depreciation	5.5
Amortization of intangible assets	3.8
Advertising and marketing	11.2
Rent and occupancy	13.5
Recruiting and retention	7.3
Office expenses and supplies	4.7
Professional fees	3.0
Computer related	4.0
Title agency direct cost	1.0
Management fee (Note 11)	0.9
Other operating expenses	5.6
Total operating expenses	548.5
Income from operations	21.3
Other (expense) income
Interest expense	(17.8)
Interest income	1.8
Income from unconsolidated entities	1.1
Other income	1.5
Total other expense	(13.4)
Income before income taxes	7.9
Income tax benefit	0.2
Net income	8.1
Net loss attributable to non-controlling interests	0.1
Net income attributable to At World Properties Holdings, LLC	$	8.2


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

March 28, 2025


	Preferred Equity			Common Equity			Retained Earnings		At World Properties Holdings, LLC Members' Equity		Non-controlling Interest		Total Members' Equity
	Units	Amount		Units	Amount
Balance at December 31, 2022	—	$	—	111,121	$	94.7	$	31.2	$	125.9	$	0.7	$	126.6
Net income (loss)	—	—		—	—		8.2		8.2		(0.1)		8.1
Issuance of units	12,000	9.5		3,177	2.5		—		12.0		—		12.0
Redemption of units	—	—		(3,835)	(3.9)		1.5		(2.4)		—		(2.4)
Distributions to members	—	(1.8)		—	(1.7)		—		(3.5)		(0.2)		(3.7)
Balance at December 31, 2023	12,000	$	7.7	110,463	$	91.6	$	40.9	$	140.2	$	0.4	$	140.6



	Year Ended December 31, 2023
Cash flows from operating activities
Net income	$	8.1
Reconciliation of net income to net cash provided by operating activities:
Depreciation	5.5
Loss on disposal of property and equipment	0.1
Bad debt expense	0.6
Amortization of debt issuance costs (Note 8)	0.8
Paid-in-Kind ("PIK") interest (Note 8)	1.6
Amortization of intangible assets (Note 7)	3.8
Change in fair value of earn-out liability	(2.2)
Income from equity-method investments	(1.1)
Divestiture of investment (Note 3, Note 5)	0.1
Effect of business divestiture (Note 3, Note 5)	0.2
Distributions from equity-method investments	0.8
Deferred income taxes	(1.2)
Changes in operating assets and liabilities:
Accounts receivable	(6.7)
Prepaid expenses and other current assets	(4.9)
Due to related parties	1.1
Affiliate contract assets	(0.1)
Other non-current assets	0.2
Accounts payable	0.3
Accrued expenses and deferred revenue	9.6
Operating lease right-of-use assets and operating lease liabilities	(1.7)
Other non-current liabilities	0.1
Net cash provided by operating activities	15.0
Cash flows from investing activities
Purchases of property and equipment	(2.3)

Net cash used in investing activities	(2.3)
Cash flows from financing activities
Repayments on Term Loan	(2.3)
Repayments of Revolver Facility	(13.5)

Distributions to members	(3.7)
Proceeds from issuance of preferred and common units	12.0
Net cash used in financing activities	(7.5)
Net increase in cash	5.2
Cash
Beginning of year	15.4
End of year	$	20.6
Supplemental disclosures of cash flow information:
Cash paid for interest	$	16.3


						Useful Life (Years)
Furniture, fixtures and equipment						7
Computer equipment						5
Leasehold improvements						2-15
Internally-developed software						3
Vehicles						5



	Year Ended December 31, 2023
Operating lease costs	$	10.4
Variable lease costs	2.7
Sublease income	(0.6)
Total	$	12.5



	Year Ended December 31, 2023
Cash payments related to operating leases	$	9.3
ROU assets obtained in exchange for lease obligations	$	7.7



	December 31, 2023
Weighted average remaining lease term	5.52 years
Weighted average discount rate	1.93	%


Introductory Note


Item 9.01			Financial Statements and Exhibits.


Year Ended	Related Party (Note 11)		Unrelated Party		Total
2024	$	1.8	$	6.3	$	8.1
2025	1.5		7.0		8.5
2026	1.6		5.4		7.0
2027	1.5		4.3		5.8
2028	0.8		2.6		3.4
Thereafter	1.9		4.1		6.0
Total future minimum lease payments	9.1		29.7		38.8
Less: imputed interest					(2.2)
Present value of lease liabilities					$	36.6


2024	$	3.8
2025	3.4
2026	3.2
2027	3.2
2028	3.2
Thereafter	24.4
Total	$	41.2


	Amount
Balance at December 31, 2022	$	165.1
Divestitures	(0.7)
Balance at December 31, 2023	$	164.4


	December 31, 2023
	Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Value
Finite-lived intangible assets:
Trade name and trademarks	10 - 25 years	$	26.4	$	(5.1)	$	21.3
Affiliate agreements	17 years	20.0		(2.4)		17.6
Customer relationships	7 - 11 years	5.9		(3.7)		2.2
Other intangible assets	0 - 6 years	2.1		(2.0)		0.1
Indefinite-lived intangible assets:
At World Properties, LLC trade name and trademarks		41.0		—		41.0
Total		$	95.4	$	(13.2)	$	82.2


	Interest Rate		Expiration Date	Principal Amount		Unamortized Debt Issuance Costs		Net Amount (1)		Estimated Fair Value (2)

Term Loans	12.20	%	April 2025	92.4		(1.0)		91.4		91.4
Delayed Draw Term Loan	12.20	%	April 2025	56.8		—		56.8		56.8
Total				$	149.2	$	(1.0)	$	148.2	$	148.2


	Term Loan		Total Principal		Unamortized Debt Issuance Costs		Net Outstanding Long-Term Debt
2024	$	9.5	$	9.5	$	(0.7)	$	8.8
2025	139.7		139.7		(0.3)		139.4
Total	$	149.2	$	149.2	$	(1.0)	$	148.2


Preferred Units	Year Issued	Units Authorized	Units Issued & Outstanding	Issuance Price (Per Share)
A Units	2023	14,750	12,000	$	1,000


ASC 710 - Incentive Units	Time Based Awards	Performance Based Awards
Incentive Units outstanding as of December 31, 2022	7,555	8,646
Granted	150	150
Forfeited	(634)	(1,948)
Incentive Units outstanding as of December 31, 2023	7,071	6,848


	Year Ended December 31, 2023

Domestic	$	5.7
Foreign	2.2
Income before income taxes	$	7.9



	Year Ended December 31, 2023
Current:


Foreign	$	(0.6)
Current income tax expense	(0.6)
Deferred:
U.S. Federal	0.3
State	0.3
Foreign	0.2
Total deferred tax benefit	0.8
Total income tax benefit	$	0.2


	Year Ended December 31, 2023




Expected U.S. federal income taxes at statutory rate	21.0	%
State and local income taxes, net of federal benefit	(10.6)
LLC flow-through structure	(6.6)
Foreign rate differences	1.3
Nondeductible differences	(10.7)
Income tax benefit	(5.6)	%



	December 31, 2023
Deferred tax assets:
Net operating loss carryforwards	$	0.8
Accruals and reserves	0.1
Operating lease liabilities	3.2

Deferred tax assets	$	4.1
Deferred tax liabilities:
Operating lease right-of-use assets	$	(3.3)
Intangible assets & goodwill	(4.5)

Deferred tax liabilities	(7.8)
Deferred tax liabilities, net	$	(3.7)


			Page
Conde nsed C on solidated Balance Sheet as of September 30, 2024			2
Condensed Consolidated Statement of Operations for the nine months ended September 30, 2024			3
Condensed Consolidated Statement of Member s ' Equity for the nine months ended September 30, 2024			4
Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2024			5
Notes to Condensed Consolidated Financial Statements			6


	September 30, 2024
Assets
Current Assets
Cash	$	27.9
Accounts receivable, net of allowance of $1.0	14.2
Prepaid expenses and other current assets	7.4
Affiliate contract assets	0.8
Due from related parties	0.2
Total current assets	50.5
Property and equipment, net	15.8
Operating lease right-of-use assets	32.7
Investment in unconsolidated entities	8.4
Goodwill	164.4
Intangible assets, net	79.4
Affiliate contract assets, net of current portion	5.4
Other non-current assets	0.8

Total assets	$	357.4
Liabilities and members' equity
Current liabilities
Current maturities of long-term debt, net of unamortized debt issuance costs (Note 2)	$	6.0
Accounts payable	7.7
Accrued expenses	18.8
Deferred revenue	3.0
Current portion of operating lease liabilities	8.9
Due to related parties	1.7
Total current liabilities	46.1
Long-term liabilities
Operating lease liabilities, net of current portion	25.8
Other liabilities	0.6

Deferred income taxes, net	3.7
Long-term debt, net of unamortized debt issuance costs, less current maturities (Note 6)	125.5
Total non-current liabilities	155.6
Total liabilities	201.7
Commitments and contingencies (Note 7)
Members' equity
Preferred Units, $1,000 per unit; 14,750 units authorized, 12,000 issued and outstanding at September 30, 2024	4.7
Common Units, $1,000 per unit; Unlimited units authorized, 110,463 issued and outstanding at September 30, 2024	88.9
Retained earnings	61.6
At World Properties Holdings, LLC members' equity	155.2
Non-controlling interest	0.5
Total members' equity	155.7
Total liabilities and members' equity	$	357.4


	Nine months ended September 30, 2024
Revenue
Commission income	$	431.2
Title agency revenues	18.0
Other revenues	37.8
Total revenue	487.0
Operating expenses
Commissions and other agent-related expense	361.5
Wages and benefits	46.6
Depreciation	3.6
Amortization of intangible assets	2.9
Advertising and marketing	6.8
Rent and occupancy	9.9
Recruiting and retention	6.7
Office expenses and supplies	3.4
Professional fees	1.9
Computer related	3.2
Title agency direct cost	1.0
Management fee (Note 5)	0.7
Other operating expenses	7.8
Total operating expenses	456.0
Income from operations	31.0
Other (expense) income
Interest expense	(13.8)
Interest income	2.2
Income from unconsolidated entities	0.6
Other income	1.4
Total other expense	(9.6)
Income before income taxes	21.4
Income tax expense	(0.6)
Net income	20.8
Net income attributable to non-controlling interests	(0.1)
Net income attributable to At World Properties Holdings, LLC	$	20.7


						Years
Furniture, fixtures and equipment						7
Computer equipment						5
Leasehold improvements						2-15
Internally-developed software						3
Vehicles						5


	Compass, Inc. (Historical)		At World Properties Holdings, LLC (Historical)		Divestiture of Subsidiary (Note 3)		Reclassification Adjustments (Note 4)		Acquisition Adjustments (Note 6)			Pro Forma Combined
Assets
Current assets
Cash and cash equivalents	$	211.2	$	27.9	$	—	$	—	$	(128.6)	(a)	$	110.5
Accounts receivable, net of allowance	45.8		14.2		(0.3)		0.7		(0.2)		(b)	60.2
Compass Concierge receivables, net of allowance	34.8		—		—		—		—			34.8
Other current assets	38.7		7.4		(1.2)		1.1		(0.8)		(b)	45.2
Affiliate contract assets	—		0.8		—		(0.8)		—			—
Due from related parties	—		0.2		—		—		(0.2)		(h)	—
Total current assets	330.5		50.5		(1.5)		1.0		(129.8)			250.7
Property and equipment, net	132.4		15.8		(1.1)		—		(3.0)		(c)	144.1
Operating lease right-of-use assets	392.4		32.7		(11.4)		—		(0.9)		(b)	412.8
Investment in unconsolidated entities	—		8.4		(0.1)		(8.3)		—			—
Intangible assets, net	82.7		79.4		(14.1)		—		98.8		(d)	246.8
Goodwill	234.1		164.4		(6.5)		—		66.8		(d)	458.8
Affiliate contract assets	—		5.4		—		(5.4)		—			—
Other non-current assets	27.7		0.8		(0.3)		13.7		(0.5)		(b)	41.4
Total assets	$	1,199.8	$	357.4	$	(35.0)	$	1.0	$	31.4		$	1,554.6
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	14.3	$	7.7	$	(0.6)	$	(5.3)	$	—		$	16.1
Commissions payable	85.4		—		—		9.8		(3.5)		(b)	91.7
Accrued expenses and other current liabilities	132.4		18.8		(1.9)		(0.9)		9.9		(e)	158.3
Deferred revenue	—		3.0		(0.4)		(2.6)		—			—
Current lease liabilities	98.7		8.9		(2.9)		—		(1.1)		(b)	103.6
Concierge credit facility	27.5		—		—		—		—			27.5
Current portion of long-term debt, net of unamortized debt issuance costs	—		6.0		—		—		(6.0)		(f)	—
Revolving credit facility	—		—		—		—		50.0		(g)	50.0
Due to related party	—		1.7		—		—		(1.7)		(h)	—
Total current liabilities	358.3		46.1		(5.8)		1.0		47.6			447.2
Non-current lease liabilities	382.3		25.8		(9.1)		—		0.2		(b)	399.2
Other non-current liabilities	28.1		0.6		—		0.2		3.4		(b)	32.3
Deferred income taxes, net	—		3.7		(3.5)		(0.2)		—			—
Long-term debt, net of unamortized debt issuance costs, less current maturities	—		125.5		—		—		(125.5)		(f)	—
Total liabilities	768.7		201.7		(18.4)		1.0		(74.3)			878.7


	For the Nine Months Ended September 30, 2024
	Commissions and other related expense		Sales and marketing		Operations and support		Research and development		General and administrative		Depreciation and amortization		Total
Commission income	$	11.3	$	—	$	—	$	—	$	—	$	—	$	11.3
Other revenues	(5.8)		—		—		—		—		—		(5.8)
Wages and benefits	—		6.0		29.0		3.2		3.2		—		41.4
Depreciation	—		—		—		—		—		3.3		3.3
Amortization of intangible assets	—		—		—		—		—		2.0		2.0
Advertising and marketing	—		5.3		1.1		—		—		—		6.4
Rent and occupancy	—		7.0		—		—		—		—		7.0
Recruiting and retention	—		4.6		1.0		—		—		—		5.6
Office expenses and supplies	—		0.2		2.4		—		—		—		2.6
Professional fees	—		—		0.3		—		1.0		—		1.3
Computer related	—		—		0.1		2.5		—		—		2.6
Title agency direct cost	—		—		1.0		—		—		—		1.0
Other operating expenses	1.7		—		1.3		2.9		1.4		—		7.3
Other income	—		—		—		(1.1)		—		—		(1.1)
Total Reclassification Adjustments	$	7.2	$	23.1	$	36.2	$	7.5	$	5.6	$	5.3	$	84.9


	For the Year Ended December 31, 2023
	Commissions and other related expense		Sales and marketing		Operations and support		Research and development		General and administrative		Depreciation and amortization		Total
Commission income	$	13.5	$	—	$	—	$	—	$	—	$	—	$	13.5
Other revenues	(6.7)		—		—		—		—		—		(6.7)
Commissions and other related expense	(3.5)		—		—		3.5		—		—		—
Wages and benefits	—		6.9		39.8		4.3		3.7		—		54.7
Depreciation	—		—		—		—		—		5.0		5.0
Amortization of intangible assets	—		—		—		—		—		2.7		2.7
Advertising and marketing	—		9.2		1.0		—		—		—		10.2
Rent and occupancy	—		9.5		—		—		—		—		9.5
Recruiting and retention	—		5.3		0.7		—		—		—		6.0
Office expenses and supplies	—		0.3		3.2		—		—		—		3.5
Professional fees	—		—		0.7		—		1.9		—		2.6
Computer related	—		—		0.2		3.0		—		—		3.2
Title agency direct cost	—		—		1.0		—		—		—		1.0
Other operating expenses	2.1		—		1.9		—		3.1		—		7.1
Other income	—		—		—		(1.5)		—		—		(1.5)
Total Reclassification Adjustments	$	5.4	$	31.2	$	48.5	$	9.3	$	8.7	$	7.7	$	110.8


	Amount
Cash Consideration	$	155.1
Share Consideration	250.1
Total preliminary consideration transferred	$	405.2


Other current assets	6.5
Property and equipment	11.7
Operating lease right-of-use assets	20.4
Other non-current assets	13.7
Goodwill	224.7
Intangible assets	164.1
Total assets	459.9
Accounts payable	(1.8)
Commissions payable	(6.3)
Accrued expenses and other current liabilities	(20.6)
Current lease liabilities	(4.9)
Non-current lease liabilities	(16.9)
Other non-current liabilities	(4.2)
Total liabilities	(54.7)
Net assets	$	405.2


	Amount
Cash Consideration	$	(155.1)
Adjustment to reflect the preliminary purchase price allocation	(23.5)
Draw down of Revolving Credit Facility (Note 6g)	50.0
Total Acquisition Adjustments	$	(128.6)