Wm Technology, Inc 10-Q for FY2021 Q3

Wm Technology, Inc. (MAPS)

10-Q 2021-11-12 For: 2021-09-30

Added on April 11, 2026

About this 10-Q

Wm Technology, Inc filed this 10-Q on November 12, 2021, covering the quarter ended September 30, 2021 (FY2021 Q3).

Headline figures

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

Revenue: $50.88M; up 9.4% from $46.51M a year earlier
Net income: $20.84M; up 34.2% from net income of $15.53M a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


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 September 30, 2021 and December 31, 2020	3
	Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2021 and 2020	4
	Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2021 and 2020	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	47

Part II - Other Information		49
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51
Signatures		52


	September 30, 2021		December 31, 2020
Assets
Current assets
Cash	$	77,935	$	19,919
Accounts receivable, net	12,784		9,428
Prepaid expenses and other current assets	15,338		4,820
Total current assets	106,057		34,167
Property and equipment, net	10,031		7,387
Goodwill	45,658		3,961
Intangible assets, net	8,446		4,505
Right-of-use assets	37,673		—
Deferred tax assets	147,972		—
Other assets	6,787		3,874
Total assets	$	362,624	$	53,894
Liabilities and Equity
Current liabilities
Accounts payable and accrued expenses	$	23,881	$	12,651
Deferred revenue	7,759		5,264
Deferred rent	—		5,129
Operating lease liabilities, current	5,256		—
Notes payable to members	—		205
Other current liabilities	1,000		—
Total current liabilities	37,896		23,249
Operating lease liabilities, non-current	40,813		—
Tax receivable agreement liability	126,150		—
Warrant liability	110,350		—
Other long-term liabilities	—		1,374
Total liabilities	315,209		24,623
Commitments and contingencies (Note 4)
Stockholders’ equity/Members’ equity
Preferred Stock - $0.0001 par value; 75,000,000 shares authorized; no shares issued and outstanding at September 30, 2021 and December 31, 2020	—		—
Class A Common Stock - $0.0001 par value; 1,500,000,000 shares authorized; 65,677,361 shares issued and outstanding at September 30, 2021 and no shares issued and outstanding at December 31, 2020	7		—
Class V Common Stock - $0.0001 par value; 500,000,000 shares authorized, 65,502,347 shares issued and outstanding at September 30, 2021 and no shares issued and outstanding at December 31, 2020	7		—
Additional paid-in capital	(3,592)		—
Retained earnings	26,084		—
Total WM Technology, Inc. stockholders’ equity	22,506		—
Noncontrolling interests	24,909		—
Members’ equity	—		29,271
Total equity	47,415		29,271
Total liabilities and stockholders’ equity/members’ equity	$	362,624	$	53,894


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenues	$	50,884	$	46,505	$	138,969	$	117,470

Operating expenses
Cost of revenues	2,035		2,109		5,800		5,572
Sales and marketing	12,806		7,384		37,194		21,437
Product development	7,782		6,923		25,921		20,325
General and administrative	23,220		12,906		70,356		37,147
Depreciation and amortization	980		991		2,970		2,980
Total operating expenses	46,823		30,313		142,241		87,461
Operating income (loss)	4,061		16,192		(3,272)		30,009
Other income (expenses)
Change in fair value of warrant liability	45,837		—		83,628		—
Other expense, net	(300)		(662)		(6,341)		(1,277)
Income before income taxes	49,598		15,530		74,015		28,732
Provision for income taxes	393		—		242		—
Net income	49,205		15,530		73,773		28,732
Net income attributable to noncontrolling interests	28,370		—		48,675		—
Net income attributable to WM Technology, Inc.	$	20,835	$	15,530	$	25,098	$	28,732

Class A Common Stock:
Basic income per share	$	0.32	N/A¹		$	0.39	N/A¹
Diluted income (loss) per share	$	0.02	N/A¹		$	(0.15)	N/A¹

Class A Common Stock:
Weighted average basic shares outstanding	64,216,732		N/A¹		64,149,699		N/A¹
Weighted average diluted shares outstanding	68,304,372		N/A¹		69,950,141		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 Nine Months Ended September 30, 2021
	Common Stock Class A			Common Stock Class V			Additional Paid-in Capital		Retained Earnings		Total WM Technology, Inc. Stockholders’ Equity		Non-controlling Interests		Members’ Equity		Total Equity
	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
Stock-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)
Stock-based compensation	—	—		—	—		4,173		—		4,173		714		—		4,887
Transaction costs related to the Business Combination (Note 6)	—	—		—	—		(274)		—		(274)		—		—		(274)
Issuance of common stock for acquisitions (Note 7)	1,938,798	1		—	—		12,721		—		12,722		16,590		—		29,312
Net income	—	—		—	—		—		20,835		20,835		28,370		—		49,205
As of September 30, 2021	65,677,361	$	7	65,502,347	$	7	$	(3,592)	$	26,084	$	22,506	$	24,909	$	—	$	47,415


	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021

Operating lease cost	$	2,350	$	7,118
Variable lease cost	565		1,715
Operating lease cost	2,915		8,833
Short-term lease cost	1		88
Total lease cost	$	2,916	$	8,921


	Operating Leases
Remaining period in 2021 (three months)	$	2,343
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	$	66,805
Less: present value discount	(20,736)
Operating lease liabilities	$	46,069


	Level	September 30, 2021		December 31, 2020
Liabilities:
Warrant liability – Public Warrants	1	$	54,000	$	—
Warrant liability – Private Placement Warrants	3	56,350		—
Total warrant liability		$	110,350	$	—


	Three months ended September 30, 2021
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	79,375	$	76,812	$	156,187

Change in valuation inputs or other assumptions	(25,375)		(20,462)		(45,837)
Fair value, end of period	$	54,000	$	56,350	$	110,350


	September 30, 2021			June 16, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	14.50		$	20.55
Volatility	60.0		%	60.0		%
Term (years)	4.71			5.00
Risk-free interest rate	0.92		%	0.89		%


	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	(44,052)
Net proceeds from the Business Combination	79,969
Less: initial fair value of warrant liability recognized in the Business Combination	(193,978)
Add: transaction costs allocated to Warrants	5,547
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	$	(85,586)


						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


Consideration Transferred:
Cash consideration	$	12,000
Share consideration(1)	19,186
Total consideration	$	31,186


Estimated Assets Acquired:
Software technology	$	1,976
Trade name	399
Customer relationships	1,762
Goodwill	27,049
Total asset acquired	$	31,186


Consideration Transferred:
Cash consideration (1)	$	5,000
Share consideration(2)	10,126
Total consideration	$	15,126


Estimated Assets Acquired:
Software technology	$	249
Trade name	59
Customer relationships	170
Goodwill	14,648
Total asset acquired	$	15,126


	Goodwill
Balance at December 31, 2020	$	3,961
Acquisition of Sprout	27,049
Acquisition of TLH	14,648
Balance at September 30, 2021	$	45,658


	September 30, 2021
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.3	$	7,713	$	(3,917)	$	3,796
Software technology	7.7	5,694		(2,976)		2,718
Customer relationships	3.4	1,932		—		1,932
Total intangible assets	10.5	$	15,339	$	(6,893)	$	8,446



Remaining period in 2021 (three months)	$	611
Year ended December 31, 2022	2,057
Year ended December 31, 2023	1,659
Year ended December 31, 2024	1,442
Year ended December 31, 2025	1,017
Thereafter	1,660
	$	8,446


	September 30, 2021		December 31, 2020
Accounts payable	$	6,362	$	2,244
Accrued employee expenses	6,500		6,586
Other accrued liabilities	11,019		3,821
	$	23,881	$	12,651


						Number of Units
Outstanding Class A-3 and Class B Units, December 31, 2020						274,816
Repurchases						(8,279)
Cancellations						(4,288)
Outstanding Class A-3 and Class B Units, June 15, 2021 (Pre-Business Combination)						262,249
Class A-3 Units outstanding exchanged for Class A Units in connection with the Business Combination						(53,333)
Recapitalization in connection with the Business Combination						25,687,126
Outstanding Class P Units, June 16, 2021						25,896,042
Cancellations						(216,920)
Outstanding Class P Units, September 30, 2021						25,679,122
Vested, September 30, 2021						23,197,454


	Number of RSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2020	—	$	—
Granted	4,112,855	$	13.66
Vested	(242,600)	$	13.70
Forfeited	(11,310)	$	13.70
Non-vested at September 30, 2021	3,858,945	$	13.66


	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Sales and marketing	$	689	$	4,515
Product development	1,865		3,859
General and administrative	1,638		15,251
Total stock-based compensation expense	4,192		23,625
Amount capitalized to software development	695		695
Total stock-based compensation cost	$	4,887	$	24,320


	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Numerator:
Net income	$	49,205	$	73,773
Less: net income attributable to WMH LLC prior to the Business Combination	—		15,078
Less: net income attributable to noncontrolling interests after the Business Combination	28,370		33,597
Net income attributable to WM Technology, Inc. - Basic	20,835		25,098
Effect of dilutive securities:
Less: fair value change of Public and Private Placement Warrants, net of amounts attributable to noncontrolling interests	19,618		35,679
Net income (loss) attributable to WM Technology, Inc. - Diluted	$	1,217	$	(10,581)
Denominator:
Weighted average Class A Common Stock outstanding - Basic	64,216,732		64,149,699
Weighted average effect of dilutive securities:
Public Warrants¹	2,558,783		3,718,232
Private Placement Warrants¹	1,432,918		2,082,210
Restricted stock units1	95,939		—
Weighted average Class A Common Stock outstanding - Diluted	68,304,372		69,950,141

Net income (loss) per share of Class A Common Stock:
Net income per share of Class A Common Stock - Basic	$	0.32	$	0.39
Net income (loss) per share of Class A Common Stock - Diluted	$	0.02	$	(0.15)


	Three Months Ended September 30, 2021	Nine Months Ended September 30, 2021
Class A Units	65,502,347	65,502,347
Class P Units	25,679,122	25,679,122
Restricted stock units	—	3,858,945


	Three Months Ended September 30,				Change
	2021		2020		($)		(%)
	(dollars in thousands)
Revenues	$	50,884	$	46,505	$	4,379	9


	September 30, 2021		December 31, 2020
	(in thousands)
Cash	$	77,935	$	19,919
Accounts receivable, net	12,784		9,428
Working capital	68,161		10,918


Exhibit No.						Description
10.1#						Non-Employee Director Compensation Policy
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.