Wm Technology, Inc 10-Q for FY2023 Q3

Wm Technology, Inc. (MAPS)

10-Q 2023-11-08 For: 2023-09-30

Added on April 11, 2026

About this 10-Q

Wm Technology, Inc filed this 10-Q on November 8, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).

Headline figures

Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $47.73M; down 5.5% from $50.5M a year earlier
Net loss: $1.54M; compared with a net loss of $5.16M 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)	3
	Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	4
	Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2023 and 2022	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44

Part II - Other Information		46
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47
Signatures		48


	September 30, 2023		December 31, 2022
Assets
Current assets
Cash	$	27,721	$	28,583
Accounts receivable, net	12,314		17,438
Prepaid expenses and other current assets	6,894		8,962
Total current assets	46,929		54,983
Property and equipment, net	24,660		24,928
Goodwill	68,368		68,368
Intangible assets, net	2,646		10,339
Right-of-use assets	27,781		31,447

Other assets	8,310		8,970
Total assets	$	178,694	$	199,035
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses	$	17,731	$	33,635
Deferred revenue	6,090		6,256
Operating lease liabilities, current	6,867		6,334
Tax receivable agreement liability, current	400		—
Other current liabilities	—		98
Total current liabilities	31,088		46,323
Operating lease liabilities, non-current	27,842		33,043
Tax receivable agreement liability, non-current	789		500
Warrant liability	2,870		2,090
Other long-term liabilities	1,323		2,302
Total liabilities	63,912		84,258

Commitments and contingencies (Note 3)

Stockholders’ equity
Preferred Stock - $0.0001 par value; 75,000,000 shares authorized; no shares issued and outstanding at September 30, 2023 and December 31, 2022	—		—
Class A Common Stock - $0.0001 par value; 1,500,000,000 shares authorized; 93,881,130 shares issued and outstanding at September 30, 2023 and 92,062,468 shares issued and outstanding at December 31, 2022	9		9
Class V Common Stock - $0.0001 par value; 500,000,000 shares authorized, 55,486,361 shares issued and outstanding at September 30, 2023 and December 31, 2022	5		5
Additional paid-in capital	77,339		67,986
Accumulated deficit	(57,407)		(54,620)
Total WM Technology, Inc. stockholders’ equity	19,946		13,380
Noncontrolling interests	94,836		101,397

Total stockholders’ equity	114,782		114,777
Total liabilities and stockholders’ equity	$	178,694	$	199,035


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenues	$	47,725	$	50,500	$	146,584	$	166,246

Operating expenses
Cost of revenues (exclusive of depreciation and amortization shown separately below)	3,015		4,272		9,748		11,870
Sales and marketing	11,544		17,882		36,171		61,887
Product development	7,748		11,988		27,882		38,341
General and administrative	19,189		33,490		60,897		92,155
Depreciation and amortization	11,777		2,513		17,799		8,916
Total operating expenses	53,273		70,145		152,497		213,169
Operating loss	(5,548)		(19,645)		(5,913)		(46,923)
Other income (expenses), net
Change in fair value of warrant liability	(460)		6,590		(780)		20,605
Change in tax receivable agreement liability	(69)		—		(689)		—
Other income (expense)	3,565		(50)		2,884		(1,230)
Loss before income taxes	(2,512)		(13,105)		(4,498)		(27,548)
Benefit from income taxes	—		(2,641)		—		(5,699)
Net loss	(2,512)		(10,464)		(4,498)		(21,849)
Net loss attributable to noncontrolling interests	(974)		(5,300)		(1,711)		(14,484)
Net loss attributable to WM Technology, Inc.	$	(1,538)	$	(5,164)	$	(2,787)	$	(7,365)

Class A Common Stock:

Basic and diluted loss per share	$	(0.02)	$	(0.06)	$	(0.03)	$	(0.09)

Class A Common Stock:

Weighted average basic and diluted shares outstanding	93,651,871		89,552,914		92,947,191		82,872,137


☒			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 Nine Months Ended September 30, 2023
	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, 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
Stock-based compensation		—		—	—		3,908		—		3,908		97		4,005
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes	842,178	—		—	—		(1)		—		(1)		—		(1)
Distributions	—	—		—	—		—		—		—		(752)		(752)




Net income	—	—		—	—		—		1,226		1,226		757		1,983
As of June 30, 2023	93,415,644	$	9	55,486,361	$	5	$	76,351	$	(55,869)	$	20,496	$	99,978	$	120,474
Stock-based compensation		—		—	—		2,587		—		2,587		75		2,662
Discharge of holdback obligation related to prior acquisition	—	—		—	—		(1,612)		—		(1,612)		(1,995)		(3,607)
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes	455,820	—		—	—		(4)		—		(4)		—		(4)
Distributions	—	—		—	—				—		—		(2,231)		(2,231)

Issuance of common stock - Class P Unit exchange	9,666	—		—	—		17		—		17		(17)		—


Net loss	—	—		—	—		—		(1,538)		(1,538)		(974)		(2,512)
As of September 30, 2023	93,881,130	$	9	55,486,361	$	5	$	77,339	$	(57,407)	$	19,946	$	94,836	$	114,782


	Nine Months Ended September 30, 2023
Unpaid employee termination costs, December 31, 2022	$	3,646
Employee termination costs - severance and other cash costs	194
Total paid	(3,701)
Unpaid employee termination costs, September 30, 2023	$	139


	Level	September 30, 2023		December 31, 2022
Liabilities:
Warrant liability – Public Warrants	1	$	1,750	$	1,250
Warrant liability – Private Placement Warrants	3	1,120		840
Total warrant liability		$	2,870	$	2,090


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
	Public Warrants		Private Placement Warrants		Warrant Liabilities		Public Warrants		Private Warrants		Warrant Liabilities
Fair value, beginning of period	$	1,500	$	910	$	2,410	$	1,250	$	840	$	2,090
Change in fair value	250		210		460		500		280		780
Fair value, end of period	$	1,750	$	1,120	$	2,870	$	1,750	$	1,120	$	2,870


	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
	Public Warrants		Private Placement Warrants		Warrant Liabilities		Public Warrants		Private Warrants		Warrant Liabilities
Fair value, beginning of period	$	8,125	$	5,320	$	13,445	$	16,750	$	10,710	$	27,460
Change in fair value	(4,000)		(2,590)		(6,590)		(12,625)		(7,980)		(20,605)
Fair value, end of period	$	4,125	$	2,730	$	6,855	$	4,125	$	2,730	$	6,855


	September 30, 2023			December 31, 2022
Exercise price	$	11.50		$	11.50
Stock price	$	1.32		$	1.01
Volatility	88.0		%	82.3		%
Term (years)	2.71			3.46
Risk-free interest rate	4.87		%	4.17		%


	September 30, 2023
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.9	$	7,315	$	(4,945)	$	2,370
Software technology	8.9	3,718		(3,569)		149
Customer relationships	8.0	170		(43)		127

Total intangible assets	12.8	$	11,203	$	(8,557)	$	2,646


Remaining period in 2023 (three months)	$	139
Year ended December 31, 2024	555
Year ended December 31, 2025	555
Year ended December 31, 2026	543
Year ended December 31, 2027	505
Thereafter	349
	$	2,646


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Allowance, beginning of period	$	9,222	$	7,971	$	12,232	$	5,169
Addition to allowance	1,257		10,176		4,862		14,867
Write-off, net of recoveries	(1,317)		(4,273)		(7,932)		(6,162)
Allowance, end of period	$	9,162	$	13,874	$	9,162	$	13,874


	Number of RSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2022	6,269,868	$	7.07
Granted	5,242,710	$	0.96
Vested	(1,775,434)	$	6.98
Forfeited	(2,563,436)	$	4.52
Non-vested at September 30, 2023	7,173,708	$	3.53


	Number of PRSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2022	859,375	$	6.40
Granted	—	$	—
Vested	—	$	—
Forfeited	(625,000)	$	6.40
Non-vested at September 30, 2023	234,375	$	6.40


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Sales and marketing	$	587	$	956	$	2,180	$	4,839
Product development	944		1,065		3,226		3,993
General and administrative	766		(382)		4,983		8,418
Total stock-based compensation expense	2,297		1,639		10,389		17,250
Amount capitalized to software development	365		337		959		1,266
Total stock-based compensation cost	$	2,662	$	1,976	$	11,348	$	18,516


	September 30, 2023		December 31, 2022
Prepaid insurance	$	2,341	$	2,869
Prepaid marketing	389		2,321
Prepaid software	1,992		2,762
Other prepaid expenses and other current assets	2,172		1,010
	$	6,894	$	8,962


	September 30, 2023		December 31, 2022
Accounts payable	$	747	$	4,341
Accrued employee expenses	11,121		24,074
Other accrued liabilities	5,863		5,220
	$	17,731	$	33,635


						Number of Units
Outstanding Class P Units, December 31, 2022						15,125,429
Cancellations						(64,302)
Exchanged for Class A Common Stock						(95,000)
Outstanding, Class P Units, September 30, 2023						14,966,127
Vested, September 30, 2023						14,853,794


	Three Months Ended September 30,				Change
	2023		2022		($)		(%)
	(dollars in thousands)
Net Revenues	$	47,725	$	50,500	$	(2,775)	(5)	%


	September 30, 2023		December 31, 2022
	(in thousands)
Cash	$	27,721	$	28,583
Accounts receivable, net	12,314		17,438
Working capital	15,841		8,660


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).
1 0.1#						Executive Services Agreement, dated July 16, 2023, by and between Se a tonHill Partners, L.P. and WM Technology, Inc. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by WM Technology, Inc. on July 20, 2023 ).
10.2 #						Employment Agreement, dated August 15, 2023, by and between the Company and Douglas Francis (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 15, 2023).
10.3 #						Retention Agreement, effective October 2, 2023, by and between the Company and Duncan Grazier (incorporated by reference to Exhibit 10.1 to the Current report on Form 8-K filed on October 6, 2023).
10.4 #						Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Current report on Form 8-K filed on October 6, 2023).
10.5 #						Separation and Release Agreement, by and between Randa McMinn and WM Technology, Inc, dated October 18 , 2023.
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)


#						Indicates management contract or compensatory plan, contract or agreement.
*						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.