Wm Technology, Inc 10-Q for FY2024 Q1

Wm Technology, Inc. (MAPS)

10-Q 2024-05-24 For: 2024-03-31

Added on April 11, 2026

About this 10-Q

Wm Technology, Inc filed this 10-Q on May 24, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).

Headline figures

Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $44.39M; down 4.4% from $46.42M a year earlier
Net income: $1.24M; compared with a net loss of $2.48M 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

	Forward-Looking Statements

Part I - Financial Information		2
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	2
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	3
	Condensed Consolidated Statements of Equity for the Three Months Ended March 31, 2024 and 2023	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38

Part II - Other Information		41
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42
Signatures		43


	March 31, 2024		December 31, 2023
Assets
Current assets
Cash	$	35,717	$	34,350
Accounts receivable, net	7,893		11,158
Prepaid expenses and other current assets	6,651		5,978
Total current assets	50,261		51,486
Property and equipment, net	25,766		24,255
Goodwill	68,368		68,368
Intangible assets, net	2,369		2,507
Right-of-use assets	14,441		15,629

Other assets	4,644		4,776
Total assets	$	165,849	$	167,021
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses	$	16,553	$	21,182
Deferred revenue	5,786		5,918
Operating lease liabilities, current	5,900		6,493
Tax receivable agreement liability, current	1,756		122

Total current liabilities	29,995		33,715
Operating lease liabilities, non-current	25,414		26,550
Tax receivable agreement liability, non-current	543		1,634
Warrant liability	1,435		585
Other long-term liabilities	1,634		1,386
Total liabilities	59,021		63,870

Commitments and contingencies (Note 4)

Stockholders’ equity
Preferred Stock - $0.0001 par value; 75,000,000 shares authorized; no shares issued and outstanding at March 31, 2024 and December 31, 2023	—		—
Class A Common Stock - $0.0001 par value; 1,500,000,000 shares authorized; 95,051,735 shares issued and outstanding at March 31, 2024 and 94,383,053 shares issued and outstanding at December 31, 2023	9		9
Class V Common Stock - $0.0001 par value; 500,000,000 shares authorized, 55,486,361 shares issued and outstanding at March 31, 2024 and December 31, 2023	5		5
Additional paid-in capital	84,056		80,884
Accumulated deficit	(63,278)		(64,518)
Total WM Technology, Inc. stockholders’ equity	20,792		16,380
Noncontrolling interests	86,036		86,771

Total stockholders’ equity	106,828		103,151
Total liabilities and stockholders’ equity	$	165,849	$	167,021


	Three Months Ended March 31,
	2024		2023 As Restated1
Net revenues	$	44,389	$	46,416

Costs and expenses
Cost of revenues (exclusive of depreciation and amortization shown separately below)	2,302		3,494
Sales and marketing	9,634		12,060
Product development	9,229		10,934
General and administrative	16,526		20,909
Depreciation and amortization	2,937		3,167

Total costs and expenses	40,628		50,564
Operating income (loss)	3,761		(4,148)
Other income (expenses), net
Change in fair value of warrant liability	(850)		725
Change in tax receivable agreement liability	(543)		(100)
Other income (expense)	(400)		(446)
Income (loss) before income taxes	1,968		(3,969)
Provision for income taxes	9		—
Net income (loss)	1,959		(3,969)
Net income (loss) attributable to noncontrolling interests	719		(1,494)
Net income (loss) attributable to WM Technology, Inc.	$	1,240	$	(2,475)

Class A Common Stock:
Basic income (loss) per share	$	0.01	$	(0.03)
Diluted income (loss) per share	$	0.01	$	(0.03)

Class A Common Stock:
Weighted average basic shares outstanding	94,704,164		92,323,757
Weighted average diluted shares outstanding	96,023,352		92,323,757


☒			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 Months Ended March 31, 2024
	Common Stock Class A			Common Stock Class V			Additional Paid-in Capital		Accumulated Deficit		Total WM Technology, Inc. Stockholders’ Equity		Non-controlling Interests		Total Equity
	Shares	Par Value		Shares	Par Value
As of December 31, 2023	94,383,053	$	9	55,486,361	$	5	$	80,884	$	(64,518)	$	16,380	$	86,771	$	103,151
Stock-based compensation	—	—		—	—		3,115		—		3,115		60		3,175
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes	628,941	—		—	—		(2)		—		(2)		—		(2)
Distributions	—	—		—	—		—		—		—		(1,455)		(1,455)

Issuance of common stock - Class P Unit exchange	39,741	—		—	—		59		—		59		(59)		—


Net income	—	—		—	—		—		1,240		1,240		719		1,959
As of March 31, 2024	95,051,735	$	9	55,486,361	$	5	$	84,056	$	(63,278)	$	20,792	$	86,036	$	106,828


	Three Months Ended March 31, 2023
	Common Stock Class A			Common Stock Class V			Additional Paid-in Capital		Retained Earnings		Total WM Technology, Inc. Stockholders’ Equity		Non-controlling Interests		Total Equity
	Shares	Par Value		Shares	Par Value
As of December 31, 2022	92,062,468	$	9	55,486,361	$	5	$	67,986	$	(54,620)	$	13,380	$	101,397	$	114,777
Stock-based compensation	—	—		—	—		4,396		—		4,396		285		4,681
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes	475,510	—		—	—		—		—		—		—		—
Distributions	—	—		—	—		—		—		—		(250)		(250)

Issuance of common stock - Class P Unit exchange	35,488	—		—	—		62		—		62		(62)		—


Net loss	—	—		—	—		—		(2,475)		(2,475)		(1,494)		(3,969)
As of March 31, 2023	92,573,466	$	9	55,486,361	$	5	$	72,444	$	(57,095)	$	15,363	$	99,876	$	115,239








Supplemental disclosures of noncash investing and financing activities
Stock-based compensation capitalized for software development	$	356	$	298


	Three Months Ended March 31, 2023
	Previously Reported		Adjustment		As Restated
Net revenues	$	48,007	$	(1,591)	$	46,416
General and administrative expenses	$	22,500	$	(1,591)	$	20,909
Total costs and expenses	$	52,155	$	(1,591)	$	50,564


	Three Months Ended March 31,
	2024		2023 As Restated2
Net revenues:
Weedmaps for Business and other SaaS solutions	$	13,282	$	11,310
Featured and deal listings	28,166		32,280
Subtotal	41,448		43,590
Other ad solutions	2,941		2,826
Total net revenues1	$	44,389	$	46,416


	Level	March 31, 2024		December 31, 2023
Liabilities:
Warrant liability – Public Warrants	1	$	875	$	375
Warrant liability – Private Placement Warrants	3	560		210
Total warrant liability		$	1,435	$	585


	Three Months Ended March 31, 2024
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	375	$	210	$	585

Change in valuation inputs or other assumptions	500		350		850
Fair value, end of period	$	875	$	560	$	1,435


	Three Months Ended March 31, 2023
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	1,250	$	840	$	2,090
Change in valuation inputs or other assumptions	(375)		(350)		(725)
Fair value, end of period	$	875	$	490	$	1,365


	March 31, 2024			December 31, 2023
Exercise price	$	11.50		$	11.50
Stock price	$	1.33		$	0.72
Volatility	83.0		%	87.5		%
Term (years)	2.21			2.46
Risk-free interest rate	4.55		%	4.13		%


	March 31, 2024
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	15.0	$	7,256	$	(5,128)	$	2,128
Software technology	5.0	249		(125)		124
Customer relationships	8.0	170		(53)		117

Total intangible assets	14.5	$	7,675	$	(5,306)	$	2,369


	December 31, 2023
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	15.0	$	7,256	$	(5,008)	$	2,248
Software technology	5.0	249		(112)		137
Customer relationships	8.0	170		(48)		122

Total intangible assets	14.5	$	7,675	$	(5,168)	$	2,507


Remaining period in 2024 (nine months)	$	416
Year ended December 31, 2025	555
Year ended December 31, 2026	543
Year ended December 31, 2027	505
Year ended December 31, 2028	222
Thereafter	128
Total	$	2,369


	March 31, 2024		December 31, 2023
Prepaid insurance	$	696	$	1,530
Prepaid marketing	320		387
Prepaid software	2,402		2,406
Other prepaid expenses and other current assets	3,233		1,655
Total	$	6,651	$	5,978


	March 31, 2024		December 31, 2023
Accounts payable and other accrued liabilities	$	8,793	$	7,323
Accrued employee expenses	7,760		13,859
Total	$	16,553	$	21,182


						Number of Units
Outstanding Class P Units, December 31, 2023						14,804,507
Cancellations						—
Exchanged for Class A Common Stock						(125,000)
Outstanding, Class P Units, March 31, 2024						14,679,507
Vested, March 31, 2024						14,619,079


	Number of RSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2023	7,683,598	$	2.96
Granted	151,516	$	0.99
Vested	(629,884)	$	4.03
Forfeited	(710,060)	$	2.37
Non-vested at March 31, 2024	6,495,170	$	2.87


	Number of PRSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2023	234,375	$	6.40
Granted	—	$	—
Vested	—	$	—
Forfeited	—	$	—
Non-vested at March 31, 2024	234,375	$	6.40


	Three Months Ended March 31,
	2024		2023
Sales and marketing	$	380	$	897
Product development	855		1,168
General and administrative	1,584		2,318
Total stock-based compensation expense	2,819		4,383
Amount capitalized to software development	356		298
Total stock-based compensation cost	$	3,175	$	4,681


	Three Months Ended March 31,
	2024				2023 1
	Amount		% Revenue		Amount		% Revenue
	(in thousands, except percentages)
Net revenues	$	44,389	100	%	$	46,416	100	%

Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization)	2,302		5	%	3,494		8	%
Sales and marketing	9,634		22	%	12,060		26	%
Product development	9,229		21	%	10,934		24	%
General and administrative	16,526		37	%	20,909		45	%
Depreciation and amortization	2,937		7	%	3,167		7	%

Total operating expenses	40,628		92	%	50,564		109	%
Operating income (loss)	3,761		8	%	(4,148)		(9)	%
Other income (expense), net:
Change in fair value of warrant liability	(850)		(2)	%	725		2	%
Change in tax receivable agreement liability	(543)		(1)	%	(100)		—	%
Other income (expense)	(400)		(1)	%	(446)		(1)	%
Income (loss) before income taxes	1,968		4	%	(3,969)		(9)	%
Provision for income taxes	9		—	%	—		—	%
Net income (loss)	1,959		4	%	(3,969)		(9)	%
Net income (loss) attributable to noncontrolling interests	719		2	%	(1,494)		(3)	%
Net income (loss) attributable to WM Technology, Inc.	$	1,240	3	%	$	(2,475)	(5)	%


	Three Months Ended March 31,				Change
	2024		2023 1		($)		(%)
	(dollars in thousands)
Net revenues	$	44,389	$	46,416	$	(2,027)	(4)	%


	March 31, 2024		December 31, 2023
	(in thousands)
Cash	$	35,717	$	34,350
Accounts receivable, net	7,893		11,158
Working capital	20,266		17,771


Exhibit No.						Description
3.1						Certificate of Incorporation of the Company, dated June 15, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 21, 2021).
3.2						Amended and Restated Bylaws of the Company, dated June 16, 2021 (incorporated by reference to Exhibit 3.2 to the Current report on Form 8-K filed on June 21, 2021).
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.