Wm Technology, Inc 10-Q for FY2021 Q2

Wm Technology, Inc. (MAPS)

10-Q 2021-08-13 For: 2021-06-30

Added on April 11, 2026

About this 10-Q

Wm Technology, Inc filed this 10-Q on August 13, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).

Headline figures

Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $46.93M; up 21.1% from $38.76M a year earlier
Net income: $4.26M; down 54.6% from net income of $9.39M a year earlier

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Delaware						98-1605615
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

41 Discovery Irvine, California						92618
(Address of Principal Executive Offices)						(Zip Code)


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	MAPS	The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	MAPSW	The Nasdaq Global Select Market


		Page

Part I - Financial Information		1

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	1
	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2021 and 2020	2
	Condensed Consolidated Statements of Equity (Deficit) for the Three and Six Months Ended June 30, 2021 and 2020	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39

Part II - Other Information		40

Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	72
Item 3.	Defaults Upon Senior Securities	73
Item 4.	Mine Safety Disclosures	73
Item 5.	Other Information	73
Item 6.	Exhibits	74
Signatures		75


	June 30, 2021		December 31, 2020
Assets
Current assets
Cash	$	91,662	$	19,919
Accounts receivable, net	10,872		9,428
Prepaid expenses and other current assets	18,110		4,820
Total current assets	120,644		34,167
Property and equipment, net	6,682		7,387
Goodwill	3,961		3,961
Intangible assets, net	4,055		4,505
Right-of-use assets	38,779		—
Deferred tax assets	148,365		—
Other assets	3,842		3,874
Total assets	$	326,328	$	53,894
Liabilities and Equity
Current liabilities
Accounts payable and accrued expenses	$	25,512	$	12,651
Deferred revenue	6,936		5,264
Deferred rent	—		5,129
Operating lease liabilities, current portion	5,052		—
Notes payable to members	—		205
Total current liabilities	37,500		23,249
Operating lease liabilities, non-current portion	42,206		—
Tax receivable agreement liability	126,150		—
Warrant liability	156,187		—
Other long-term liabilities	—		1,374
Total liabilities	362,043		24,623
Commitments and contingencies (Note 4)
Stockholders’ equity/Members’ equity
Preferred Stock - $0.0001 par value; 75,000,000 shares authorized; — shares issued and outstanding at June 30, 2021	—		—
Class A Common Stock - $0.0001 par value; 1,500,000,000 shares authorized; 63,738,563 shares issued and outstanding at June 30, 2021	6		—
Class V Common Stock - $0.0001 par value; 500,000,000 shares authorized, 65,502,347 shares issued and outstanding at June 30, 2021	7		—
Additional paid-in capital	(20,212)		—
Retained earnings	5,249		—
Total WM Technology, Inc. stockholders’ deficit	(14,950)		—
Noncontrolling interests	(20,765)		—
Members’ equity	—		29,271
Total (deficit) equity	(35,715)		29,271
Total liabilities and (deficit) equity	$	326,328	$	53,894


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenues	$	46,931	$	38,755	$	88,085	$	70,965

Operating expenses
Cost of revenues	1,908		1,856		3,765		3,463
Sales and marketing	15,271		7,422		24,388		14,053
Product development	10,271		6,694		18,139		13,402
General and administrative	33,770		12,242		47,136		24,241
Depreciation and amortization	988		990		1,990		1,989
Total operating expenses	62,208		29,204		95,418		57,148
Operating (loss) income	(15,277)		9,551		(7,333)		13,817
Other income (expenses)
Change in fair value of warrant liability	37,791		—		37,791		—
Other expense, net	(6,069)		(158)		(6,041)		(615)
Income before income taxes	16,445		9,393		24,417		13,202
Benefit from income taxes	(392)		—		(151)		—
Net income	16,837		9,393		24,568		13,202
Net income attributable to noncontrolling interests	12,574		—		20,305		—
Net income attributable to WM Technology, Inc.	$	4,263	$	9,393	$	4,263	$	13,202

Class A Common Stock:
Basic income per share	$	0.07	N/A¹		$	0.07	N/A¹
Diluted loss per share	$	(0.17)	N/A¹		$	(0.17)	N/A¹

Class A Common Stock:
Weighted average basic shares outstanding	63,738,563		N/A¹		63,738,563		N/A¹
Weighted average diluted shares outstanding	71,347,746		N/A¹		71,347,746		N/A¹


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three and Six Months Ended June 30, 2021
	Common Stock Class A			Common Stock Class V			Additional Paid-in Capital		Retained Earnings		Total WM Technology, Inc. Stockholders’ Deficit		Non-controlling Interests		Members’ Equity		Total Equity (Deficit)
	Shares	Par Value		Shares	Par Value
As of December 31, 2020	—	$	—	—	$	—	$	—	$	—	$	—	$	—	$	29,271	$	29,271
Distributions to members	—	—		—	—		—		—		—		—		(10,513)		(10,513)
Repurchase of Class B Units	—	—		—	—		—		—		—		—		(106)		(106)
Net income	—	—		—	—		—		—		—		—		7,731		7,731
As of March 31, 2021	—	—		—	—		—		—		—		—		26,383		26,383
Share-based compensation	—	—		—	—		—		—		—		19,433		—		19,433
Distributions to members	—	—		—	—		—		—		—		—		(7,597)		(7,597)
Repurchase of Class B Units	—	—		—	—		—		—		—		—		(5,459)		(5,459)
Proceeds and shares issued in the Business Combination (Note 6)	63,738,563	6		65,502,347	7		(20,212)		986		(19,213)		(45,425)		(20,674)		(85,312)
Net income	—	—		—	—		—		4,263		4,263		5,227		7,347		16,837
As of June 30, 2021	63,738,563	$	6	65,502,347	$	7	$	(20,212)	$	5,249	$	(14,950)	$	(20,765)	$	—	$	(35,715)


	Three and Six Months Ended June 30, 2020
	Common Stock Class A			Common Stock Class V			Additional Paid-in Capital		Retained Earnings		Total WM Technology, Inc. Stockholders’ Deficit		Non-controlling Interests		Members’ Equity		Total Equity
	Shares	Par Value		Shares	Par Value
As of December 31, 2019	—	$	—	—	$	—	$	—	$	—	$	—	$	—	$	12,799	$	12,799
Distributions to members	—	—		—	—		—		—		—		—		(3,123)		(3,123)
Repurchase of Class B Units	—	—		—	—		—		—		—		—		(90)		(90)
Net income	—	—		—	—		—		—		—		—		3,809		3,809
As of March 31, 2020	—	—		—	—		—		—		—		—		13,395		13,395
Distributions to members	—	—		—	—		—		—		—		—		(2,744)		(2,744)
Repurchase of Class B Units	—	—		—	—		—		—		—		—		(105)		(105)
Net income	—	—		—	—		—		—		—		—		9,393		9,393
As of June 30, 2020	—	$	—	—	$	—	$	—	$	—	$	—	$	—	$	19,939	$	19,939


	Three and Six Months Ended June 30, 2021
Sales and marketing	$	3,826
Product development	1,994
General and administrative	13,613
Total stock-based compensation	$	19,433


	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021

Operating lease cost	$	2,377	$	4,768
Variable lease cost	639		1,150
Operating lease expense	3,016		5,918
Short-term lease rent expense	67		87
Net rent expense	$	3,083	$	6,005


	Operating Leases
Remaining period in 2021 (six months)	$	4,674
Year ended December 31, 2022	9,597
Year ended December 31, 2023	9,898
Year ended December 31, 2024	9,405
Year ended December 31, 2025	5,830
Thereafter	29,732
Future minimum lease payments	$	69,136
Less: present value discount	(21,878)
Operating lease liabilities	$	47,258


	Level	June 30, 2021		December 31, 2020
Liabilities:
Warrant liability – Public Warrants	1	$	79,375	$	—
Warrant liability – Private Placement Warrants	3	76,812		—
Total warrant liability		$	156,187	$	—


	Three months ended June 30, 2021
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	—	$	—	$	—
Warrant liability acquired	100,750		93,228		193,978
Change in valuation inputs or other assumptions	(21,375)		(16,416)		(37,791)
Fair value, end of period	$	79,375	$	76,812	$	156,187


	June 16, 2021			June 30, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	20.55		$	17.86
Volatility	60.0		%	60.0		%
Term (years)	5.00			4.96
Risk-free interest rate	0.89		%	0.86		%


	Business Combination
Cash - Silver Spike trust and cash, net of redemptions	$	254,203
Cash - PIPE Financing	325,000
Less: cash consideration paid to Legacy WMH equity holders	(455,182)
Less: transaction costs and advisory fees	(43,737)
Net proceeds from the Business Combination	80,284
Less: initial fair value of warrant liability recognized in the Business Combination	(193,978)
Add: transaction costs allocated to Warrants	5,506
Add: non-cash assets assumed from Silver Spike	1,053
Add: deferred tax asset	147,973
Less: tax receivable agreement liability	(126,150)
Net adjustment to total equity from the Business Combination	$	(85,312)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(dollars in thousands, except for revenue per paying client)
Revenue	$	46,931	$	38,755	$	88,085	$	70,965
Net Income	$	16,837	$	9,393	$	24,568	$	13,202
EBITDA(1)	$	17,433	$	10,383	$	26,407	$	15,191
Adjusted EBITDA(1)	$	8,503	$	10,383	$	17,477	$	15,191
Average monthly revenue per paying client(2)	$	3,706	$	2,997	$	3,609	$	2,838
Average monthly paying clients(3)	4,221		4,311		4,068		4,168
MAUs (in thousands)(4)	12,302		7,027		12,302		7,027


	As of June 30,
	2021	2020
MAUs (in thousands)	12,302	7,027


	As of June 30,
	2021	2020
MAUs (in thousands)	10,963	7,027


						Number of Shares
Common stock, outstanding prior to the Business Combination						24,998,575
Less: redemption of shares of Silver Spike’s Class A common stock						10,012
Shares of Silver Spike’s Class A common stock						24,988,563
Shares of Class A Common Stock held by Silver Spike’s Sponsor						6,250,000
Shares of Class A Common Stock issued in the PIPE Financing						32,500,000
Shares of Class A Common Stock issued in the Business Combination						63,738,563
Shares of Class V Common Stock issued to Legacy WMH equity holders						65,502,347
Total shares of common stock issued in the Business Combination						129,240,910


	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Numerator:
Net income	$	16,837	$	24,568
Less: net income attributable to WMH LLC prior to the Business Combination	7,347		15,078
Less: net income attributable to noncontrolling interests after the Business Combination	5,227		5,227
Net income attributable to WM Technology, Inc. - basic	4,263		4,263
Effect of dilutive securities:
Less: fair value change of Public and Private Placement Warrants, net of amounts attributable to noncontrolling interests	16,061		16,061
Net loss attributable to WM Technology, Inc. - diluted	$	(11,798)	$	(11,798)
Denominator:
Weighted average common shares outstanding - basic	63,738,563		63,738,563
Weighted average effect of dilutive securities:
Public Warrants¹	4,877,681		4,877,681
Private Placement Warrants¹	2,731,502		2,731,502
Weighted average common shares outstanding - diluted	71,347,746		71,347,746

Net income (loss) per share of Class A Common Stock:
Net income per share of Class A Common Stock - basic	$	0.07	$	0.07
Net loss per share of Class A Common Stock - diluted	$	(0.17)	$	(0.17)


						June 30, 2021
Class A Units						65,502,347
Class P Units						25,679,121
Total Units						91,181,468


	Three Months Ended June 30,				Change
	2021		2020		($)		(%)
	(dollars in thousands)
Revenue	$	46,931	$	38,755	$	8,176	21


	June 30, 2021		December 31, 2020
	(in thousands)
Cash	$	91,662	$	19,919
Accounts receivable, net	10,872		9,428
Working capital	83,144		10,918


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 - April 30, 2021	—	$	—	—	—
May 1 - May 31, 2021	—	$	—	—	—
June 1 - June 30, 2021	10,012	$	10.17	—	—


Exhibit No.						Description
31.1						Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*						The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.