Earnings Per Share

6 Months Ended

Jun. 30, 2022

Basic income (loss) per share of Class A Common Stock is computed by dividing net earnings (loss) attributable to WM Technology, Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted income (loss) per share of Class A Common Stock adjusts basic net income (loss) per share of Class A Common Stock for the potentially dilutive impact of securities. For warrants that are liability-classified, during periods when the impact is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability, net of the portion attributable to non-controlling interests, and adjusts the denominator to include the dilutive shares calculated using the treasury stock method.

Prior to the Business Combination, the membership structure of WMH included units which had profit interests. The Company analyzed the calculation of net earnings (loss) per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, net earnings per share information has not been presented for periods prior to the Business Combination on June 16, 2021.

The computation of income (loss) per share attributable to WM Technology, Inc. and weighted-average shares of the Company’s Class A Common Stock outstanding are as follows for the three and six months ended June 30, 2022 and June 30, 2021 (amounts in thousands, except for share and per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Numerator:
Net income (loss)	$	19,848	$	16,837	$	(11,385)	$	24,568
Less: net income attributable to WMH prior to the Business Combination	—		7,347		—		15,078
Less: net income (loss) attributable to noncontrolling interests after the Business Combination	8,156		5,227		(9,184)		5,227
Net income (loss) attributable to WM Technology, Inc. Class A Common Stock - basic	11,692		4,263		(2,201)		4,263
Effect of dilutive securities:
Public and Private Placement Warrants, net of amounts attributable to noncontrolling interests	—		16,061		—		16,061
Net income (loss) attributable to WM Technology, Inc. Class A Common Stock - diluted	$	11,692	$	(11,798)	$	(2,201)	$	(11,798)
Denominator:
Weighted average of shares of Class A Common Stock outstanding - basic	86,425,352		63,738,563		79,476,383		63,738,563
Weighted average effect of dilutive securities:
Public warrants	—		4,877,681		—		4,877,681
Private warrants	—		2,731,502		—		2,731,502
Acquisition holdback shares	677,847		—		—		—
Restricted stock units	127,651		—		—		—
Weighted average of shares of Class A Common Stock outstanding - diluted	87,230,850		71,347,746		79,476,383		71,347,746

Net income (loss) per share of Class A Common Stock - basic	$	0.14	$	0.07	$	(0.03)	$	0.07
Net income (loss) per share of Class A Common Stock - diluted	$	0.13	$	(0.17)	$	(0.03)	$	(0.17)

Shares of the Class V Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V Common Stock under the two-class method has not been presented.

The Company excluded the following securities from its computation of diluted shares outstanding, as their effect would have been anti-dilutive:


	Three Months Ended June 30,			Six Months Ended June 30,
	2022	2021		2022	2021
Class A Units	56,466,013	65,502,347		56,466,013	65,502,347
Class P Units	15,740,281	25,679,121		15,740,281	25,679,121
RSUs	—	—	—	10,244,184	—
PRSUs	2,437,500	—		2,437,500	—
Public Warrants	12,499,973	—		12,499,973	—
Private Placement Warrants	7,000,000	—		7,000,000	—
Acquisition holdback shares	—	—		677,847	—