Wm Technology, Inc 10-Q for FY2022 Q1

Wm Technology, Inc. (MAPS)

10-Q 2022-05-06 For: 2022-03-31

Added on April 11, 2026

About this 10-Q

Wm Technology, Inc filed this 10-Q on May 6, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).

Headline figures

Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $57.45M; up 39.6% from $41.15M a year earlier
Net loss: $13.89M; compared with net income of $7.73M 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, 2022 and December 31, 2021	2
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021	3
	Condensed Consolidated Statements of Equity for the Three Months Ended March 31, 2022 and 2021	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	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	41
Item 4.	Controls and Procedures	41

Part II - Other Information		43
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
Signatures		45


	March 31, 2022		December 31, 2021
Assets
Current assets
Cash	$	55,857	$	67,777
Accounts receivable, net	23,657		17,550
Prepaid expenses and other current assets	12,031		13,607
Total current assets	91,545		98,934
Property and equipment, net	17,339		13,283
Goodwill	65,722		45,295
Intangible assets, net	13,488		8,299
Right-of-use assets	35,404		36,549
Deferred tax assets	171,021		152,097
Other assets	10,687		10,687
Total assets	$	405,206	$	365,144
Liabilities and Equity
Current liabilities
Accounts payable and accrued expenses	$	22,355	$	23,155
Deferred revenue	7,897		8,057
Operating lease liabilities, current	5,673		5,463
Other current liabilities	1,000		1,125
Total current liabilities	36,925		37,800
Operating lease liabilities, non-current	37,886		39,377
Tax receivable agreement liability	134,118		128,567
Warrant liability	45,679		27,460
Other long-term liabilities	1,627		—
Total liabilities	256,235		233,204
Commitments and contingencies (Note 3)
Stockholders’ equity/Members’ equity
Preferred Stock - $0.0001 par value; 75,000,000 shares authorized; no shares issued and outstanding at March 31, 2022 and December 31, 2021	—		—
Class A Common Stock - $0.0001 par value; 1,500,000,000 shares authorized; 83,098,990 shares issued and outstanding at March 31, 2022 and 65,677,361 shares issued and outstanding at December 31, 2021	8		7
Class V Common Stock - $0.0001 par value; 500,000,000 shares authorized, 61,206,773 shares issued and outstanding at March 31, 2022 and 65,502,347 shares issued and outstanding at December 31, 2021	6		7
Additional paid-in capital	43,970		2,173
Retained earnings	47,476		61,369
Total WM Technology, Inc. stockholders’ equity	91,460		63,556
Noncontrolling interests	57,511		68,384

Total equity	148,971		131,940
Total liabilities and stockholders’ equity/members’ equity	$	405,206	$	365,144


	Three Months Ended March 31,
		2022		2021
Revenues		$	57,452	$	41,154

Operating expenses
Cost of revenues		3,740		1,857
Sales and marketing		21,882		9,117
Product development		13,090		7,868
General and administrative		29,055		13,366
Depreciation and amortization		3,945		1,002
Total operating expenses		71,712		33,210
Operating (loss) income		(14,260)		7,944
Other income (expenses)
Change in fair value of warrant liability		(18,219)		—
Other (expense) income, net		(502)		28
(Loss) income before income taxes		(32,981)		7,972
(Benefit from) provision for income taxes		(1,748)		241
Net (loss) income		(31,233)		7,731
Net loss attributable to noncontrolling interests		(17,340)		—
Net (loss) income attributable to WM Technology, Inc.		$	(13,893)	$	7,731

Class A Common Stock:
Basic and diluted loss per share		$	(0.19)	N/A¹


Class A Common Stock:
Weighted average basic and diluted shares outstanding		72,450,204		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 Months Ended March 31, 2022
	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, 2021	65,677,361	$	7	65,502,347	$	7	$	2,173	$	61,369	$	63,556	$	68,384	$	131,940
Stock-based compensation	—	—		—	—		7,246		—		7,246		681		7,927
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes	879,284	—		—	—		(6)		—		(6)		(7)		(13)
Issuance of common stock for acquisition (Note 6)	4,721,706	—		—	—		12,836		—		12,836		15,889		28,725
Issuance of common stock - Class A Unit exchange	4,295,574	1		(4,295,574)	(1)		3,669		—		3,669		(3,669)		—
Issuance of common stock - Class P Unit exchange	7,525,045	—		—	—		6,427		—		6,427		(6,427)		—
Issuance of common stock - warrants exercised	20	—		—	—		—		—		—		—		—
Impact of Tax Receivable Agreement due to exchanges of Units	—	—		—	—		11,625		—		11,625		—		11,625
Net loss	—	—		—	—		—		(13,893)		(13,893)		(17,340)		(31,233)
As of March 31, 2022	83,098,990	$	8	61,206,773	$	6	$	43,970	$	47,476	$	91,460	$	57,511	$	148,971


	Three Months Ended March 31, 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


	Level	March 31, 2022		December 31, 2021
Liabilities:
Warrant liability – Public Warrants	1	$	27,500	$	16,750
Warrant liability – Private Placement Warrants	3	18,179		10,710
Total warrant liability		$	45,679	$	27,460


	Three months ended March 31, 2022
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	16,750	$	10,710	$	27,460

Change in valuation inputs or other assumptions	10,750		7,469		18,219
Fair value, end of period	$	27,500	$	18,179	$	45,679


	March 31, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	7.82		$	5.98
Volatility	53.0		%	52.4		%
Term (years)	4.21			4.46
Risk-free interest rate	2.43		%	1.18		%


Consideration Transferred:
Cash consideration (1)	$	697
Share consideration (2)	28,725
Total consideration	$	29,422


Estimated Assets Acquired and Liabilities Assumed:
Assets acquired:
Cash	$	118
Accounts receivable	835
Other current assets	37
Fixed assets	2,826
Software technology	1,877
Trade name	109
Customer relationships	3,779
Goodwill	20,427
Total assets acquired	30,008

Liabilities assumed:
Accounts payable	$	(460)
Other current liabilities	(8)
Deferred revenue	(96)
Other liabilities	(22)
Total liabilities assumed	(586)

Total net assets acquired	$	29,422


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


	Three Months Ended March 31,
	2022		2021
Allowance, beginning of year	$	5,169	$	914
Addition to allowance	2,759		115
Write-off, net of recoveries	(686)		(354)
Allowance, end of period	$	7,242	$	675


	March 31, 2022
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.4	$	7,641	$	(4,239)	$	3,402
Software technology	6.7	8,568		(3,487)		5,081
Customer relationships	6.7	5,359		(354)		5,005
Total intangible assets	9.4	$	21,568	$	(8,080)	$	13,488


	December 31, 2021
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.3	$	7,532	$	(4,081)	$	3,451
Software technology	7.7	6,691		(3,222)		3,469
Customer relationships	3.4	1,580		(201)		1,379
Total intangible assets	10.4	$	15,803	$	(7,504)	$	8,299



Remaining period in 2022 (nine months)	$	2,418
Year ended December 31, 2023	2,599
Year ended December 31, 2024	2,365
Year ended December 31, 2025	2,034
Year ended December 31, 2026	1,787
Thereafter	2,285
	$	13,488


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, 2021	$	45,295
Acquisition of Eyechronic	20,427
Balance at March 31, 2022	$	65,722


						Number of Units
Outstanding Class P Units, December 31, 2021						25,660,529
Cancellations						(27,891)
Exchanged for Class A Common Stock						(9,383,608)
Outstanding, Class P Units, March 31, 2022						16,249,030
Vested, March 31, 2022						14,702,575


	Number of RSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2021	5,829,881	$	10.91
Granted	5,062,234	$	5.80
Vested	(319,588)	$	9.06
Forfeited	(342,681)	$	12.78
Non-vested at March 31, 2022	10,229,846	$	8.38


	Number of PRSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2021	2,437,500	$	6.40
Granted	—	$	—
Vested	—	$	—
Forfeited	—	$	—
Non-vested at March 31, 2022	2,437,500	$	6.40


	Three Months Ended March 31, 2022
Sales and marketing	$	1,811
Product development	1,412
General and administrative	4,294
Total stock-based compensation expense	7,517
Amount capitalized to software development	410
Total stock-based compensation cost	$	7,927


	Three Months Ended March 31, 2022
Numerator:
Net loss	$	(31,233)

Less: net loss attributable to noncontrolling interests	(17,340)
Net loss attributable to WM Technology, Inc. - basic and diluted	$	(13,893)




Denominator:
Weighted average Class A Common Stock outstanding - basic and diluted	72,450,204






Net loss per share of Class A Common Stock:
Net loss per share of Class A Common Stock - basic and diluted	$	(0.19)


						Three Months Ended March 31, 2022
Class A Units						61,206,773
Class P Units						16,249,030
RSUs						10,229,846
PRSUs						2,437,500
Public Warrants						12,499,973
Private Warrants						7,000,000
Acquisition holdback shares						677,847


	Three Months Ended March 31,				Change
	2022		2021		($)		(%)
	(dollars in thousands)
Revenue	$	57,452	$	41,154	$	16,298	40	%


	March 31, 2022		December 31, 2021
	(in thousands)
Cash	$	55,857	$	67,777
Accounts receivable, net	23,657		17,550
Working capital	54,620		61,134


Exhibit No.						Description

10.1						WM Technology, Inc. Amended and Restated Non-Employee Director Compensation Policy, effective February 9, 2022
10.2						Offer letter by and between Ghost Management Group, LLC and Brian Camire, dated April 4, 2019.
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.