Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2024

WM TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39021	98-1605615
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


41 Discovery Irvine, California						92618
(Address of principal executive offices)						(Zip Code)

(844) 933-3627

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 24, 2024, WM Technology, Inc. (the "Company") announced its financial results for the first quarter ended March 31, 2024 and fiscal year ended December 31, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this "Form 8-K") and is incorporated by reference.

The information in Item 2.02 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

In connection with the preparation of WM Technology, Inc.’s (the “Company”) consolidated financial statements for the fiscal year ended December 31, 2023, the Company discovered that in 2023, it had an inadequate policy associated with its revenue recognition related to the cash collection of a certain subset of its customers that had been placed on a cash basis. As a result of these errors, on May 20, 2024, management and the audit committee (the “Audit Committee”) of the Company’s board of directors concluded that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2023, six months ended June 30, 2023 and nine months ended September 30, 2023 included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC on May 9, 2023, August 9, 2023 and November 8, 2023, respectively (collectively, the “Quarterly Reports”), were materially misstated. Accordingly, the Company’s unaudited condensed consolidated financial statements for the foregoing periods require restatement and should no longer be relied upon. In addition, any previously issued or filed earnings releases, investor presentations or other communications describing the Company’s quarterly financial statements and other related financial information covering the foregoing periods should also no longer be relied upon.

We determined that the impacts to our previously issued unaudited condensed consolidated statements of operations results in a reduction in revenue with a corresponding reduction in provision for credit losses of $1.6 million for the three months ended March 31, 2023, $4.0 million for the six months ended June 30, 2023 and $5.1 million for the nine months ended September 30, 2023. There was no impact to operating income (loss), net income (loss), net income (loss) per share, net cash provided by operating activities or Adjusted EBITDA for any periods presented.

The Company has not filed, and does not intend to file, amendments to the previously filed Quarterly Reports. However, the Company intends to include restated financial information in its statement of operations as of and for the three months ended March 31, 2022, six months ended June 30, 2023 and nine months ended September 30, 2023 within its Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). The Company is working to complete the 2023 Form 10-K, inclusive of the restated and revised financial information in its statement of operations, as soon as practicable. The Company will effect the restatement of its 2023 unaudited condensed consolidated quarterly financial statements in connection with the future filings of its Quarterly Reports on Form 10-Q in 2024.

The Company’s management previously concluded and disclosed that the Company’s disclosure controls and procedures were not effective at December 31, 2022 due to the existence of material weaknesses in internal control over financial reporting. The Company’s management report on internal control over financial reporting will be included in the 2023 Form 10-K and will give consideration to the effect of the restatement and revisions described above.

The Audit Committee and the Company’s management have discussed the matters disclosed in this this Form 8-K pursuant to Item 4.02(a) with the Company’s independent registered public accounting firm.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, about the Company that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Current Report on Form 8-K are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “expect”, “intend,” “may,” “plan,” “should,” “will,” or the negative of these words or other similar terms or expressions. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the Company’s intent to include restated financial information in its statement of operations for the 2023 quarterly periods within its Annual Report on Form 10-K, which it will file as soon as practicable, and to effect the restatement and revisions of its 2023 unaudited condensed consolidated quarterly financial statements in connection with the future filings of its Quarterly Reports on Form 10-Q in 2024. The forward-looking statements contained in this report are based on management’s current expectations, which are subject to uncertainty, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Important factors that could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements are more fully discussed in the Company’s periodic filings with the SEC, including the risk factors described under the heading “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 16, 2023, and other documents subsequently filed with the SEC. The forward-looking statements in this Current Report on Form 8-K are based upon information available to the Company as of the date of this Current Report on Form 8-K, and while the Company believes such information

forms a reasonable basis for such statements, such information may be limited or incomplete, and its statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
99.1						Press Release dated May 24, 202 4

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: May 24, 2024


	WM TECHNOLOGY, INC.

	By:	/s/ Susan Echard
		Susan Echard
		Interim Chief Financial Officer

Exhibit 99.1

WM Technology, Inc. Reports Financial Results

for First Quarter 2024 and Full Year 2023

Q1 2024 Net income was $2.0 million, an increase of $5.9 million year-over-year

Q1 2024 Adjusted EBITDA was $9.6 million, an increase of $2.5 million year-over-year

Q1 2024 Cash was $35.7 million, an increase of $9.8 million year-over-year

10-K and 10-Q Filings Bring WM Technology Current on SEC Filings

IRVINE, Calif.--(BUSINESS WIRE)--May 24, 2024 --WM Technology, Inc. (“WM Technology” or the “Company”) (Nasdaq: MAPS), a leading technology and software infrastructure provider to the cannabis industry, today announced its financial results for the first quarter ended March 31, 2024 and the full year ending December 31, 2023.

With the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) and Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”) the Company will be current in its periodic reporting requirements for purposes of compliance with applicable Nasdaq Stock Market rules.

As previously disclosed, the delay to the filing of the Company’s Form 10-K was due to recent personnel changes in the Company’s executive finance leadership and corresponding delay in the preparation of the Company’s financial statements to be included in the Form 10-K. In connection with the preparation of the Company's Form 10-K, the Company discovered that it had an inadequate policy associated with its revenue recognition related to the cash collection of a certain subset of its customers that had been placed on cash basis in 2023. The Company determined that it improperly recognized revenue related to satisfied performance obligations and should have instead recognized a credit loss recovery related to these cash receipts. As a result, the Company has included restated financial information in its statements of operations as of and for the periods ended March 31, 2023, June 30, 2023 and September 30, 2023 in the Company’s Form 10-K below. There was no impact to operating income (loss), net income (loss), net income (loss) per share, net cash provided by operating activities, or Adjusted EBITDA for any periods presented.

“I am proud of the progress and results our team was able to deliver to start the year, and more importantly, we are pleased that the net effects of our revenue recognition review were relatively minimal,” stated Doug Francis, Executive Chair of WM Technology. “We believe our continued focus on developing strong client relationships and commitment to operational efficiency have positioned the Company to continue to profitably build its base of quality clients in this dynamic industry over time.”

“With the filing of our 10-K and 10-Q, we will be current with our SEC and Nasdaq listing requirements and look forward to resuming our quarterly reporting cadence,” said Susan Echard, Interim CFO of WM Technology. “Building upon our progress in 2023, we are excited to see the effects of our streamlining efforts with year-over-year improvements to our Adjusted EBITDA and cash balance during the first quarter.”

First Quarter 2024 Financial Highlights

•Revenue for the first quarter ended March 31, 2024 was $44.4 million as compared to $46.4 million in the first quarter of 2023 due to our clients continuing to face constrained marketing budgets and the ongoing consolidation of our industry.

◦Average monthly paying clients(1) of 4,937 was down from 5,641 in the prior year period, largely due to the removal of non-paying clients and from the loss of certain clients following the discontinuation of certain SaaS products in the fourth quarter of 2023.

◦Average monthly revenue per paying client(2) increased to $2,997 from $2,743 in the prior year period, driven by the removal of non-paying clients with lower spend and the loss of certain clients with lower average monthly spend following the discontinuation of certain SaaS products.

•Net income increased to $2.0 million as compared to a net loss of $4.0 million in the prior year period.

•Adjusted EBITDA (3) increased to $9.6 million from $7.1 million in the prior year period.

•Total shares outstanding across Class A and Class V Common Stock were 150.5 million as of March 31, 2024.

•Cash increased to $35.7 million as of March 31, 2024, as compared to $25.9 million from March 31, 2023.

Full Year 2023 Financial Highlights

•Revenue was $188.0 million for the year ended December 31, 2023, as compared to $215.5 million in the prior year.

◦Average monthly paying clients(1) was 5,419, as compared to 5,457 in the prior year.

◦Average monthly revenue per paying client(2) was $2,891, as compared to $3,291 in the prior year.

•Net loss was $15.7 million as compared to net loss of $82.7 million in the prior year.

•Adjusted EBITDA(3) was $36.9 million as compared to $(9.6) million in the prior year.

Reconciliations of GAAP to non-GAAP financial measures have been provided in the tables included in this release.

For further details, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 which will be filed on May 24, 2024 with the Securities and Exchange Commission (“SEC”). The full 10-K report will be available on the SEC Filings section of the Investor Relations section of the Company’s website at https://ir.weedmaps.com/.

______________________________

1.Average monthly paying clients are defined as the average of the number of paying clients billed in a month across a particular period (and for which services were provided).

2.Average monthly net revenue per paying client is defined as the average monthly revenue for any particular period divided by the average monthly paying clients in the same respective period. Average monthly revenue per paying client has been retrospectively adjusted to reflect the restatement of previously reported revenue. See Note 2, “Summary of Significant Accounting Policies,” of Form 10-K and Form 10-Q for the period ended December 31, 2023 and March 31, 2024, respectively, filed with the SEC.

3.For further information about how we calculate EBITDA and Adjusted EBITDA as well as limitations of their use and a reconciliation of EBITDA and Adjusted EBITDA to net income (loss), see “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA”

Restatement of Previously Reported 2023 Quarterly Revenue and Credit Losses


	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 June 30, 2023						Six Months Ended June 30, 2023
	Previously Reported		Adjustment		As Restated		Previously Reported		Adjustment		As Restated
Net revenues	$	50,852	$	(2,429)	$	48,423	$	98,859	$	(4,020)	$	94,839
General and administrative expenses	$	19,208	$	(2,429)	$	16,779	$	41,708	$	(4,020)	$	37,688
Total costs and expenses	$	47,069	$	(2,429)	$	44,640	$	99,224	$	(4,020)	$	95,204


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
	Previously Reported		Adjustment		As Restated		Previously Reported		Adjustment		As Restated
Net revenues	$	47,725	$	(1,038)	$	46,687	$	146,584	$	(5,058)	$	141,526
General and administrative expenses	$	19,189	$	(1,038)	$	18,151	$	60,897	$	(5,058)	$	55,839
Total costs and expenses	$	53,273	$	(1,038)	$	52,235	$	152,497	$	(5,058)	$	147,439

Business Outlook

Based on information available as of May 24, 2024, WM Technology is issuing guidance for the second quarter of 2024 as follows:

a.Revenue is estimated to be consistent with the first quarter of 2024.

b.Non-GAAP Adjusted EBITDA(3) is estimated to be approximately $7 million.

The guidance provided above is only an estimate of what we believe is realizable as of the date of this release. We are not readily able to provide a reconciliation of projected Non-GAAP Adjusted EBITDA to projected net income (loss) without unreasonable effort. This guidance assumes that no business acquisitions, investments, restructurings, or legal settlements are concluded in the period. Our results are based on assumptions that we believe to be reasonable as of this date, but may be materially affected by many factors, as discussed below in “Forward-Looking Statements.” Actual results may vary from the guidance and the variations may be material. We undertake no intent or obligation to publicly update or revise any of these projections, whether as a result of new information, future events or otherwise, except as required by law.

About WM Technology

Founded in 2008, WM Technology operates Weedmaps, a leading cannabis marketplace for consumers, as well as a broad set of eCommerce and compliance software solutions for cannabis businesses and brands in U.S. state-legal markets. WM Technology holds a strong belief in the power of cannabis and the importance of enabling safe, legal access to consumers worldwide.

Over the past 15 years, the Weedmaps marketplace has become a premier destination for cannabis consumers to discover and browse cannabis-related products, access daily dispensary deals, order ahead for pick-up and delivery by participating retailers (where applicable) and learn about the plant. The Company also offers eCommerce-enablement tools designed to help cannabis retailers and brands reach consumers, create business efficiency, and manage industry-specific compliance needs.

The Company is committed to advocating for full U.S. legalization, industry-wide social equity, and continued education about the plant through key partnerships and cannabis subject matter experts.

Headquartered in Irvine, California, WM Technology supports remote and hybrid work for eligible employees. Visit us at www.weedmaps.com.

Forward-Looking Statements

This press release includes “forward-looking statements” regarding our future business expectations which involve risks and uncertainties. Forward looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including the completion of the audit and associated adjustments on our preliminary financial results for 2024 presented above, the Company’s financial and business performance, including key business metrics and any underlying assumptions thereunder; market opportunity and the Company’s ability to acquire new clients and retain existing clients; expectations and timing related to commercial product launches; success of the Company’s go-to-market strategy; the Company’s ability to scale its business and expand its offerings; the Company’s competitive advantages and growth strategies; the Company’s future capital requirements and sources and uses of cash; the Company’s ability to obtain funding for our future operations; the impact of the material weaknesses in our internal controls and our ability to remediate these material weaknesses in the timing we anticipate, or at all; the outcome of any known and unknown litigation and regulatory proceedings; changes in domestic and foreign business, market, financial, political and legal conditions; the effect of macroeconomic conditions, including but not limited to inflation, uncertain credit and global financial markets, recent and potential future disruptions in access to bank deposits or lending commitments due to bank failures and geopolitical events, including the military conflicts between Russia and Ukraine and Israel and Hamas and occurrence of a catastrophic event, including but not limited to severe weather, war, or terrorist attack; future global, regional or local economic and market conditions affecting the cannabis industry; the development, effects and enforcement of and changes to laws and regulations, including with respect to the cannabis industry; the Company’s ability to successfully capitalize on new and existing cannabis markets, including its ability to successfully monetize its solutions in those markets; the Company’s ability to manage future growth; the Company’s ability to effectively anticipate and address changes in the end-user market in the cannabis industry; the Company’s ability to develop new products and solutions, bring them to market in a timely manner, and make enhancements to its platform; the Company’s ability to maintain and grow its two-sided marketplace, including its

ability to acquire and retain paying clients; the effects of competition on the Company’s future business; the Company’s success in retaining or recruiting, or changes required in, officers, key employees or directors; cyber-attacks and security vulnerabilities; the possibility that the Company may be adversely affected by other economic, business or competitive and those factors discussed in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on May 24, 2024 and subsequent Form 10-Qs or Form 8-Ks filed with the SEC. If any of these risks materialize or these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Use of Non-GAAP Financial Measures

Our financial statements, including net income (loss), are prepared in accordance with principles generally accepted in the United States of America (“GAAP”).

To provide investors with additional information regarding our financial results, we have disclosed EBITDA and Adjusted EBITDA, both of which are non-GAAP financial measures that we calculate as net income (loss) before interest, taxes and depreciation and amortization expense in the case of EBITDA and further adjusted to exclude stock-based compensation, change in fair value of warrant liability, transaction related bonus, legal settlements and other legal costs, reduction in force, asset impairment charges, change in TRA liability and other non-cash, unusual and/or infrequent costs in the case of Adjusted EBITDA. Below we have provided a reconciliation of net income (loss) (the most directly comparable GAAP financial measure) to EBITDA and Adjusted EBITDA.

We present EBITDA and Adjusted EBITDA because these metrics are a key measure used by our management to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.

Each of EBITDA and Adjusted EBITDA has limitations as an analytical tool, and you should not consider any of these non-GAAP financial measures in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and

•EBITDA and Adjusted EBITDA do not reflect tax payments that may represent a reduction in cash available to us.

Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other GAAP results.

WM TECHNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except for share data)


	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
Other current liabilities	—		—
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

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

WM TECHNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except for share data)


	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

1. For the three months ended March 31, 2023, net revenues and general and administrative expenses have been retrospectively adjusted to reflect the restatement of previously reported revenue and provision for credit losses. See Note 2, “Summary of Significant Accounting Policies,” of Form 10-Q for the period ended March 31, 2024 filed with the SEC.

WM TECHNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Three Months Ended March 31,
	2024		2023 As Restated1
Cash flows from operating activities
Net income (loss)	$	1,959	$	(3,969)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	2,937		3,167
Change in fair value of warrant liability	850		(725)
Change in tax receivable agreement liability	543		100
Amortization of right-of-use lease assets	1,188		1,202

Stock-based compensation	2,819		4,383

Provision (benefit) for credit losses	(658)		360
Changes in operating assets and liabilities:
Accounts receivable	3,923		1,677
Prepaid expenses and other current assets	(673)		2,447
Other assets	36		25
Accounts payable and accrued expenses	(3,661)		(5,130)
Deferred revenue	(132)		109
Operating lease liabilities	(1,729)		(1,489)
Net cash provided by operating activities	7,402		2,157

Cash flows from investing activities
Capitalized software and expenditures	(4,540)		(3,226)
Cash paid for acquisitions, net of cash acquired	—		—


Net cash used in investing activities	(4,540)		(3,226)

Cash flows from financing activities
Repayments of insurance premium financing	—		(1,450)
Distributions	(1,589)		(250)
Proceeds from repayment of related party note	96		88
Taxes paid related to net share settlement of equity awards	(2)		—
Net cash used in financing activities	(1,495)		(1,612)

Net increase (decrease) in cash	1,367		(2,681)
Cash – beginning of period	34,350		28,583
Cash – end of period	$	35,717	$	25,902

1. For the three months ended March 31, 2023, provision (benefit) for credit losses and change in accounts receivable have been retrospectively adjusted to reflect the restatement of previously reported revenue and credit losses. See Note 2, “Summary of Significant Accounting Policies,” of Form 10-Q for the period ended March 31, 2024 for further information.

WM TECHNOLOGY, INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA

(Unaudited)

(In thousands)


	Three Months Ended March 31,
	2024		2023

Net income (loss)	$	1,959	$	(3,969)
Provision for income taxes	9		—
Depreciation and amortization expenses	2,937		3,167
Interest income	(11)		—
EBITDA	4,894		(802)
Stock-based compensation	2,819		4,383
Change in fair value of warrant liability	850		(725)
Transaction related bonuses	—		2,842
Legal settlements and other legal costs	493		867
Reduction in force	—		465


Change in tax receivable agreement liability	543		100
Adjusted EBITDA	$	9,599	$	7,130

WM TECHNOLOGY, INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA

(In thousands)


	Years Ended December 31,
	2023		2022
Net income (loss)	$	(15,727)	$	(82,651)
Provision for (benefit from) income taxes	93		179,077
Depreciation and amortization expenses	12,133		11,498
Interest income	(33)		—
EBITDA	(3,534)		107,924
Stock-based compensation	13,515		23,493
Change in fair value of warrant liability	(1,505)		(25,370)

Asset impairment charges	24,403		4,317
Transaction related bonus expense	3,089		10,119
Transaction costs	—		251
Legal settlements and other legal costs	3,194		3,909
Discharge of holdback obligation related to prior acquisition	(3,705)		—
Change in tax receivable agreement liability	1,256		(142,352)
Reduction in force (recovery) expense	194		8,076
Adjusted EBITDA	$	36,907	$	(9,633)

Contacts

Investor Relations:

investors@weedmaps.com

Media Contract:

press@weedmaps.com

Cover Page	May 20, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 20, 2024
Entity Registrant Name	WM TECHNOLOGY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39021
Entity Tax Identification Number	98-1605615
Entity Address, Address Line One	41 Discovery
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	844
Local Phone Number	933-3627
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001779474
Amendment Flag	false
Class A Common Stock, $0.0001 par value per share
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	MAPS
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	MAPSW
Security Exchange Name	NASDAQ