0001725134-21-000084 | 10-K/A | XBRL Viewer | Digital Media Solutions INC

Accrued expenses and other current liabilities

Accounts payable

37,191

24,160

9,886

10,839

Current portion of long-term debt and notes payable

7,967

4,150

Income tax payable

1,413

Short-term Tax Receivable Agreement liability

510

Contingent consideration payable

1,000

Total current liabilities

56,967

40,149

Commitments and contingencies (Note 13)

Long-term debt

193,591

201,048

Long-term Tax Receivable Agreement liability

15,760

Deferred tax liability

7,024

8,675

Other non-current liabilities

22,080

2,683

491

Preferred stock, $0.0001 par value, 100,000 shares authorized; none issued and outstanding at December 31, 2020 and no shares were issued and outstanding at December 31, 2019.

298,105

250,363

(48,027)

(3,146)

(51,167)

(44,518)

Member deficit

(106,258)

Total liabilities and deficit

(95,685)

^[1]

(106,258)

202,420

144,105

Class A Common Stock

Common stock

Class B Common Stock

Common stock

Class C common stock

Beginning balance (in shares) at Dec. 31, 2018

Common stock

$ 0

[1]	As a result of the restatement, the Company’s Proceeds in the Business Combination and Net loss has changed by the fair value of Private Placement Warrant liabilities in Additional Paid-in Capital of $7.1 million, Retained Earnings of $5.1 million and Non-controlling interest of $9.85 million.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Allowance for credit loss	$ 3,121	$ 941
Preferred stock par value (usd per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	100,000,000	100,000,000
Preferred stock issued (in shares)	0	0
Preferred stock outstanding (in shares)	0	0
Common stock par value (usd per share)	$ 0.0001
Common stock authorized (in shares)	600,000,000
Common stock outstanding (in shares)	0
Class A Common Stock
Preferred stock issued (in shares)	32,393,000
Common stock par value (usd per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	500,000,000	500,000,000
Common stock issued (in shares)		0
Common stock outstanding (in shares)	32,392,576	0
Class B Common Stock
Preferred stock issued (in shares)	25,999,000
Common stock par value (usd per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	60,000,000	60,000,000
Common stock issued (in shares)		0
Common stock outstanding (in shares)	25,999,464	0
Class C common stock
Common stock par value (usd per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	40,000,000	40,000,000
Common stock issued (in shares)	0	0
Common stock outstanding (in shares)	0	0

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Net revenue	$ 332,856	$ 238,296
Cost of revenue (exclusive of depreciation and amortization shown separately below)	234,731	161,575
Salaries and related costs	33,386	27,978
General and administrative expenses	30,020	19,927
Change in fair value of warrant liabilities	8,840	0
Acquisition costs	4,814	19,234
Depreciation and amortization	17,954	9,745
Income (loss) from operations	11,951	(163)
Interest expense	13,740	10,930
Net income (loss) before income taxes	(10,629)	(11,093)
Income tax expense	3,085	137
Net income (loss)	(13,714)	(11,230)
Net income (loss) attributable to non-controlling interest	(5,018)	0
Net income (loss) attributable to Digital Media Solutions, Inc.	$ (8,696)	$ (11,230)
Earnings (loss) per share attributable to Digital Media Solutions, Inc.:
Basic and diluted (usd per share)	$ (0.23)
Weighted-average shares outstanding - basic and diluted (in shares)	32,335,000

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($)
$ in Thousands

Total

Class A Common Stock

Class B Common Stock

Total Stockholders' Deficit

Common Stock

Class A Common Stock

Common Stock

Class B Common Stock

Additional Paid-in Capital

Retained Earnings

Non- controlling Interest

Members' Deficit

Warrant

Beginning balance at Dec. 31, 2018

$ (73,403)

$ 0

$ (73,403)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Ending balance (in shares) at Dec. 31, 2019

(11,230)

Member distributions

(21,625)

Ending balance at Dec. 31, 2019

(106,258)

$ 0

(106,258)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Ending balance at Sep. 30, 2020

4,153

(80,070)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Beginning balance (in shares) at Dec. 31, 2019

(3,840)

Beginning balance at Dec. 31, 2019

(106,258)

$ 0

(106,258)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Proceeds and shares issued in the Business Combination and the Conversion (Note 2) (in shares)

(13,714)

(7,351)

(5,018)

(1,345)

Member distributions

(162)

(170)

32,294,000

25,857,000

Proceeds and shares issued in the Business Combination and the Conversion (Note 2) As Restated

20,491

(46,635)

$ 3

(50,846)

4,205

(40,647)

107,773

DMSH units issued in SmarterChaos acquisition (Note 8)

3,000

1,861

1,139

Stock-based compensation

$ 958

958

Working capital adjustment related to Business Combination (Note 2)

$ 99

$ 142

Ending balance (in shares) at Dec. 31, 2020

32,392,576

25,999,464

32,393,000

^[1]

25,999,000

^[1]

Ending balance at Dec. 31, 2020

^[1]

$ (95,685)

(51,167)

$ 3

(48,027)

(3,146)

(44,518)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

7,100

5,100

Payments of Stock Issuance Costs

8,840

$ 9,850

$ 400

Beginning balance at Sep. 30, 2020

(80,070)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Ending balance (in shares) at Dec. 31, 2020

$ (17,867)

32,392,576

25,999,464

32,393,000

^[1]

25,999,000

^[1]

Ending balance at Dec. 31, 2020

^[1]

$ (95,685)

$ (51,167)

$ 3

$ (48,027)

$ (3,146)

$ (44,518)

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Organization, Consolidation and Presentation of Financial Statements [Abstract]

$ 12,680

[1]	As a result of the restatement, the Company’s Proceeds in the Business Combination and Net loss has changed by the fair value of Private Placement Warrant liabilities in Additional Paid-in Capital of $7.1 million, Retained Earnings of $5.1 million and Non-controlling interest of $9.85 million.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net income (loss)	$ (13,714)	$ (11,230)
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	17,954	9,745
(Gains) losses from sales of assets	411	0
Lease restructuring charges	4,203	0
Change in fair value of warrant liabilities	8,840	0
Stock-based compensation	958	0
Provision for bad debt	3,039	1,550
Payment of contingent consideration	(1,000)	(15,904)
Amortization of debt issuance costs	936	629
Deferred income taxes	(479)	0
Other	400	0
Change in operating assets and liabilities, net of effects from the purchase of acquired companies;
Change in income tax receivable and payable	1,138	0
Change in accounts receivable, net	(14,409)	(1,343)
Change in prepaid expenses and other current assets	(630)	(776)
Change in accounts payable and accrued expenses	8,742	(5,662)
Change in contingent consideration payable	0	13,841
Change in other liabilities	622	(405)
Net cash provided by (used in) operating activities	17,011	(9,555)
Cash flows from investing activities
Additions to property and equipment	(10,372)	(6,533)
Acquisition of businesses, net of cash acquired	(2,799)	(56,620)
Other	10	(7)
Net cash used in investing activities	(13,161)	(63,160)
Cash flows from financing activities
Proceeds from Business Combination	29,278	0
Proceeds from issuance of long-term debt and notes payable	2,253	99,000
Payments of long-term debt and notes payable	(5,641)	(2,775)
Proceeds from borrowings on revolving credit facilities	10,000	6,500
Payments of borrowings on revolving credit facilities	(11,000)	(1,500)
Payment of debt issuance costs	(189)	(1,456)
Payment of contingent consideration payable	0	(7,010)
Distributions to members	(162)	(21,625)
Net cash provided by financing activities	24,539	71,134
Net change in cash	28,389	(1,581)
Cash, beginning of period	3,008	4,589
Cash, end of period	31,397	3,008
Supplemental Disclosure of Cash Flow Information
Interest	13,255	10,213
Cash Tax Payments	3,940	0
Non-Cash Investing and Financing Transactions:
Issuance of equity for SmarterChaos acquisition	3,000	0
Capital expenditures included in accounts payable	$ 325	$ 307

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2020

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED)

Business

Digital Media Solutions, Inc. (“DMS Inc.”) is a digital performance marketing company offering a diversified lead and software delivery platform that drives high value and high intent leads to its customers. As used in this Annual Report, the “Company” refers to DMS Inc. and its consolidated subsidiaries, (including its wholly-owned subsidiary, CEP V DMS US Blocker Company, a Delaware corporation (“Blocker”)). The Company is headquartered in Clearwater, Florida, with satellite offices throughout the United States and Canada. The Company primarily operates and derives most of its revenues in the United States.

Leo Holdings Corp. (“Leo”) a special purpose acquisition company, was incorporated on November 29, 2017 as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses. On July 15, 2020, Leo consummated a transaction structured similar to a reverse recapitalization (the “Business Combination”) and domesticated as a corporation incorporated in the state of Delaware. At the closing of the Business Combination (the “Closing”), Leo acquired the equity in Blocker and a portion of the equity of Digital Media Solutions Holding, LLC (“DMSH”) Blocker became the sole managing member of DMSH, and Leo was renamed Digital Media Solutions, Inc.

The Business Combination was structured as a reverse recapitalization. The historical operations of DMSH are deemed to be those of the Company. Thus, the financial statements included in this Annual Report reflect (i) the historical operating results of DMSH prior to the Business Combination; (ii) the combined results of the Company following the Business Combination; (iii) the assets and liabilities of Leo at historical cost; and (iv) the Company’s equity and earnings (loss) per share for all periods presented. Refer to Note 2. Business Combination for additional discussion related to the transaction.

The Company operates as a performance marketing engine for companies across numerous industries, including consumer finance (mortgage), education (split between non-profit and for-profit), automotive (aftermarket auto warranty, auto insurance), insurance (health, homeowners), home services (home security), brand performance (consumer products), gig, health and wellness, and career (job pursuit). Through its agency business, DMS provides access and control over the advertising spend of clients, and also offers marketing automation software as a service (SaaS) to clients.

The Company has organized its operations into three reportable segments. The Brand Direct reportable segment consists of services delivered against an advertiser’s brand, while the Marketplace reportable segment is made up of services delivered directly against the DMS brand. In the Other reportable segment, services offered by DMS include software services, and digital media services that are managed on behalf of the customer (i.e., Managed services).

Restatement of Previously Issued Financial Statements

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). Specifically, the SEC Staff Statement focused in part on provisions in warrant agreements that provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. As a result of the SEC Staff Statement, the Company reevaluated the accounting treatment of the Company’s Warrants issued in connection with the Business Combination Agreement, dated April 23, 2020, as amended on July 2, 2020 (the “Business Combination”) and recorded in equity in the Company’s consolidated balance sheet as a result of the Business Combination occurring on July 15, 2020. Because the Company’s Private Placement Warrants contain provisions whereby the settlement amount varies depending upon the characteristics of the warrant holder, the Private Placement Warrants should have been recorded at fair value as a liability in the Company’s consolidated balance sheet. There was no change to the Company’s Public Warrants as a result of the SEC Staff Statement and the Company’s reevaluation, and therefore the Public Warrants continue to be classified in equity.

Accordingly, due to this restatement, the Private Placement Warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020, as well as of the date of the Business Combination, and the

change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of earnings (loss) and comprehensive income (loss).

The Warrants continue to be deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting relating to changes in the fair value of the Private Placement Warrants recognized for book purposes.

As a result of classifying the Private Placement Warrants as liabilities, a portion of our transaction issuance costs that were previously included in equity were allocated to the Private Placement Warrants and recorded as general and administrative expenses.

The impact of this correction for the financial statement line items impacted as of and for the year ended December 31, 2020, is as follows (in millions, except per share data):


	Twelve Months Ended December 31, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
General and administrative expenses	$	29,620	$	400	$	30,020
Income (loss) from operations	$	12,351	$	400	$	11,951
Change in fair value of warrant liabilities	$	—	$	8,840	$	8,840
Income (loss) before income taxes	$	(1,389)	$	(9,240)	$	(10,629)
Net income (loss)	$	(4,474)	$	(9,240)	$	(13,714)
Net income (loss) attributable to non-controlling interest	$	(2,222)	$	(2,796)	$	(5,018)
Net income (loss) attributable to Digital Media Solutions, Inc.	$	(2,252)	$	(6,444)	$	(8,696)


Earnings (loss) per share:
Basic and diluted	$	(0.07)	$	(0.16)	$	(0.23)
Weighted-average shares outstanding - basic and diluted	32,335		32,335		32,335


	December 31, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Balance Sheets:
Private Placement Warrant liabilities	$	—	$	22,080	$	22,080
Total liabilities	$	276,025	$	22,080	$	298,105

Additional paid-in-capital	$	(40,901)	$	(7,126)	$	(48,027)
Retained earnings	$	1,953	$	(5,099)	$	(3,146)
Total stockholders' deficit	$	(38,942)	$	(12,225)	$	(51,167)
Non-controlling interest	$	(34,663)	$	(9,855)	$	(44,518)
Total deficit	$	(73,605)	$	(22,080)	$	(95,685)

This error had no impact on the statement of cash flows for the year ended December 31, 2020, other than to reflect an adjustment to net income (loss) and a corresponding adjustment for the (gain) loss on the change in fair value of Private Placement Warrants and transaction related costs of $400 thousand associated with the issuance of the Private Placement Warrants within operating cash flows, resulting in no net impact to cash flows from operations.

Basis of Presentation

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the SEC.

Principles of Consolidation

The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 55.5% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination) retained approximately 44.5% of the membership interest in DMSH (“non-controlling interests”).

The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of net assets acquired in business combinations, loss contingencies, asset impairments, deferred taxes and amounts associated with the Tax Receivable Agreement related to the Business Combination.

Revenue recognition

The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606, Revenue from Contracts with Customers: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations.

As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients are subjected to a credit review process that evaluates the clients’ financial position and the ability and intention to pay. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist.

Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term.

The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients.

Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required.

If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients.

The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less.

The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements.

Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers and strategic partners that we engage with to generate targeted marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. Other than certain of its managed services arrangements, the Company is the principal in the transaction. For the transactions where the Company is the principal, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue.

Customer acquisition

The Company’s performance obligation for Customer acquisition contracts is to deliver an unspecified number of potential customers or leads (i.e., number of clicks, emails, calls and applications) to the customer in real-time, on a daily basis as the leads are generated, based on predefined qualifying characteristics specified by our customer. The contracts generally have a one-month term and the Company has an enforceable right to payment for all leads delivered to the customer. The Company’s customers simultaneously receive and consume the benefits provided, as the Company satisfies its performance obligations. The Company recognizes revenue as the performance obligations are satisfied over time.

When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized and the corresponding amounts are recorded as unbilled revenue (i.e., contract assets) within Accounts receivable, net on the consolidated balance sheets. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed.

Managed services

The Company’s performance obligation for Managed service contracts is to provide continuous service of managing the customer’s media spend for the purpose of generating leads through a third-party supplier of leads, as requested by our customer. Each month of service is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligation is satisfied each month and there is no estimation of revenue required at each reporting period for managed services contracts.

The Company enters into agreements with internet search companies, third-party publishers and/or strategic partners to generate customer acquisition services for their Managed service customers. The Company receives a fee from its customers and separately pays a fee to the internet search companies, third-party publishers and/or strategic partners. The third-party supplier is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer. Therefore, in certain cases, the Company acts as the agent and the net fees earned by the Company are recorded as revenue, with no associated costs of revenue attributable to the Company.

Software services

The Company’s performance obligation for Software services contracts is to provide the customer with continuous, daily access to the Company’s proprietary software. Service provided each month is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligations are satisfied each month and there is no estimation of revenue required at each reporting period for Software services contracts.

Cost of revenue

Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition. These media costs are used primarily to drive user traffic to the Company’s and its clients’ media properties. Cost of revenue additionally consists of indirect costs such as data verification, hosting and fulfillment costs. Cost of revenue is presented exclusive of depreciation and amortization expenses, as well as salaries and related costs.

Cash and cash equivalents

The Company considers highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of the purchase to be cash equivalents. The Company’s cash is primarily held as cash deposits with no cash restrictions at retail and commercial banks.

Accounts receivable, net

Accounts receivables are recorded net of the allowance for doubtful accounts. Management determines the allowance for doubtful accounts based on factors including past write-offs and delinquency trends and current credit conditions. Accounts are written off when management determines that collection is unlikely. As of December 31, 2020 and 2019, the allowance for doubtful accounts was $3.1 million and $0.9 million, respectively, and bad debts expense was $3.0 million and $1.6 million for the years ended December 31, 2020 and 2019, respectively.

Property and equipment, net

Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment consist of computer and office equipment, furniture and fixtures and leasehold improvements, which are depreciated on a straight-line basis over the estimated useful lives of the assets.

Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment, for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. If such events or circumstances are present, a loss is recognized to the extent the carrying value of the asset is in excess of estimated fair value.

Software development costs

Costs for software developed for internal use are capitalized as intangible assets on the Consolidated Balance Sheets during the preliminary stage and post-implementation stages and any initial research and development and maintenance costs are expensed as incurred. Costs incurred in the application development stage are capitalized when the internal use software is placed in service, and amortized over the estimated economic life of the software from the date of implementation.

The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including estimated economic life. Capitalized software development costs are amortized on a straight line basis over 3 years, an estimated useful life.

Goodwill and other intangible assets

As of the acquisition date, the Company measures and recognizes goodwill as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any non-controlling interest in the acquiree (if any), and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of net assets acquired and liabilities assumed. Goodwill acquired in Business Combinations is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date.

On an annual basis, the Company performs a qualitative assessment of goodwill to determine whether it is necessary to perform a quantitative impairment test or more frequently upon the occurrence of certain triggering events or substantive changes in circumstances. The Company is only required to perform the annual quantitative goodwill impairment test if it is concluded that it is more likely than not that a reporting unit’s fair value is less than its carrying amount.

Finite-lived intangible assets primarily consist of software with related technology, customer relationships, non-competition agreements and brand. These assets are initially capitalized based on fair value, acquisition cost, and fair value, if acquired as part of a business combination. The related costs are subsequently amortized on a straight-line basis over the estimated useful lives of the assets.

The Company tests intangible assets with finite useful lives for impairment when a triggering event occurs, or circumstances change indicating that the fair value of the entity may be below its carrying amount. If no triggering event occurs, further impairment testing is not necessary.

Contingencies

The Company is subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. An estimated liability is recorded for those proceedings and claims when the loss from such proceedings and claims becomes probable and reasonably estimable. Outstanding claims are reviewed with internal and external counsel to assess the probability and the estimates of loss, including the possible range of an estimated loss. The risk of loss is reassessed each period and as new information becomes available and liabilities are adjusted as appropriate. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the

consolidated financial position but could possibly be material to the consolidated results of operations or cash flows for any one period.

Business combinations

Under the acquisition method of accounting, the Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. As a result, actual results may differ from these estimates. During the measurement period, the Company may record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings.

At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company also measures the fair values of all non-contractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or a liability.

Acquisition related costs not considered part of the consideration are expensed as incurred.

Contingent consideration

The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. If the contingent consideration is payable in cash, the Company classifies its contingent consideration as a liability. Contingent consideration payments related to acquisitions are measured at fair value at each reporting period using Level 3 unobservable inputs. The Company’s estimates of fair value are based upon projected cash flow, estimated volatility and other inputs but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in income from operations in the consolidated statements of operations.

Fair value measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In most cases, the exit price and transaction (or entry) price will be the same at initial recognition. In this case, the fair value of financial instruments approximate fair value.

The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability.

• Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities.

• Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

• Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability.

Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Private Placement Warrants Liabilities

The Company Private Placement Warrants are not redeemable by the Company so long as they are held by Sponsor or its permitted transferees. Sponsor, or its permitted transferees, has the option to exercise the Company Private Placement Warrants on a cashless basis. Except for the forgoing, the Company Private Placement Warrants have terms and provisions that are identical to those of the Company Public Warrants. If the Company Private Placement Warrants are held by holders other than Sponsor or its permitted transferees, the Company Private Placement Warrants will be redeemable by Company and exercisable by the holders on the same basis as the Company Public Warrants. See Note 10. Equity for description of the Public Warrants’ terms.

The Private Placement Warrants meet the definition of a derivative under ASC 815. The Private Placement Warrants are recorded as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of earnings (loss) at each reporting date. The Company estimates the Private Placement Warrants fair value using a Black-Scholes-Merton option pricing model using a combination of the historical share price volatility of the Company’s and other similar companies’ share prices and the implied volatility of the public warrants, market price and exercise price and the remaining life of the Private Placement Warrants.

Advertising costs

All advertising, promotional and marketing costs are expensed when incurred. Advertising, promotional and marketing costs for the years ended December 31, 2020 and 2019 were $1.2 million and $1.6 million, respectively.

Stock-based compensation

Stock-based compensation is measured using the grant-date fair value of the award of equity instruments, including stock options and restricted stock units (“RSUs”). The expense is recognized over the requisite service period and forfeitures are recognized as incurred.

The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility in the fair market value of the Company’s common stock, a risk-free interest rate and expected dividends. The Company uses the simplified calculation of expected life as the contractual term for options of 10 years is longer than the Company has been publicly traded. The Company does not have enough historical perspective to estimate its volatility of its publicly traded shares or units. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change.

The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations.

DMSH, the Company’s accounting predecessor, is a limited liability company treated as a partnership for U.S. federal income tax purposes and is not subject to entity-level U.S. federal income tax, except with respect to UE, which was acquired in November 2019. Because UE is treated as a corporation for U.S. federal income tax purposes, it is subject to entity-level U.S. federal income tax. As a result of the Business Combination, Blocker’s allocable share of earnings from DMSH are also subject to U.S. federal and state and local income taxes.

Tax Receivable Agreement

year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of the Business Combination, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheet.

As of December 31, 2020, the total amount of under the Tax Receivable Agreement was $16.3 million, of which $510 thousand was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet.

Earnings per share

Basic earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc., adjusted for the assumed exchange of all potentially dilutive securities, including the Private Placement Warrants’ fair value adjustments recognized in earnings, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities, to the extent their inclusion is dilutive earnings per share.

New Accounting Standards

Accounting Standards Recently Adopted

In January 2020, the Company adopted FASB ASU 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Accounting Standards Not Yet Adopted

The Company qualifies as an “emerging growth company” and thus, has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance related to reference rate reform, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference LIBOR and are affected by reference rate reform. The Company adopted the standard effective March 31, 2020 and elected the expedient to prospectively adjust the effective interest rate when LIBOR is replaced. We do not expect this standard to have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued authoritative guidance ASC 842, Lease Accounting, regarding the accounting for leases, and has since issued subsequent updates to the initial guidance. The amended guidance requires the recognition of assets and liabilities for operating leases. The standard was initially effective for annual and interim reporting periods beginning after December 15, 2019. However, in November 2019, the FASB issued amended guidance, which defers for Emerging Growth Companies (“EGC”) the effective date for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The standard must be adopted using a modified retrospective transition. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets, recognizing assets and related lease liabilities, which may or may not have a material impact on the Company’s Consolidated Financial Statements.

In August 2018, the FASB issued authoritative guidance regarding customer's accounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. These amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). We plan to address which costs should be capitalized, including the cost to acquire the license and the related implementation costs. When we evaluate potential capitalization costs, we will consider external direct costs of materials, third-party service fees to develop the software, costs to obtain software from third-parties, and coding and testing fees directly

related to software product. We are permitted to apply either a retrospective or prospective transition approach to adopt this guidance. If the prospective transition is chosen, we will apply the transition requirements to eligible costs incurred after adoption. The guidance is effective for annual periods beginning in 2021 and interim periods in 2022. We are currently evaluating the impact on our consolidated financial statements.

In June 2016, the FASB issued authoritative guidance on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a current expected credit loss model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for EGC fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements.

BUSINESS COMBINATION	12 Months Ended
BUSINESS COMBINATION	Dec. 31, 2020
Business Combinations [Abstract]
BUSINESS COMBINATION	BUSINESS COMBINATION On July 15, 2020, DMSH consummated the business combination with Leo pursuant to the Business Combination Agreement (the “Business Combination Agreement”), by and among Leo, DMSH, Blocker, Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”). In connection with the consummation of the Business Combination, the following occurred: •Leo was domesticated and continues as a Delaware corporation, changing its name to “Digital Media Solutions, Inc.” •The Company was organized into an umbrella partnership-C corporation (or “Up-C”) structure, in which substantially all of the assets and business of the Company are held by DMSH and continue to operate through the subsidiaries of DMSH, and the Company’s sole material assets are the equity interests of DMSH indirectly held by it. •DMS Inc. consummated the PIPE investment with certain qualified institutional buyers and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors collectively subscribed for 10,424,282 shares of Class A Common Stock for an aggregate purchase price of $100.0 million. •DMS Inc. purchased all of the issued and outstanding common stock of Blocker and a portion of the units of DMSH held by Prism and Clairvest Direct Seller. Those DMSH membership interests were then immediately contributed to the capital of Blocker in exchange for aggregate consideration to the Sellers of $57.3 million in cash, 25,857,070 shares of Class B common stock, 2.0 million warrants to purchase Class A Common Stock, and 17,937,954 shares of Class C common stock. Refer to Note 10. Equity for a description of the Company’s common stock. •The Sellers amended and restated the limited liability company agreement of DMSH (the “Amended Partnership Agreement”), to, among other things: (i) recapitalize DMSH such that, as of immediately following the consummation of the Business Combination, Prism and Clairvest Direct Seller collectively own 25,857,070 of DMSH Units and Blocker owns 32,293,793 of DMSH Units; and (ii) provide Clairvest Direct Seller and Prism the right to redeem their DMSH Units for cash or, at the Company’s option, the Company may acquire the DMSH Units in exchange for cash or shares of Class A Common Stock, subject to certain restrictions set forth therein. •DMS Inc. issued 2.0 million Private Placement Warrants in exchange for previously held warrants in Leo, and an additional approximate 10.0 million Public Warrants were issued in exchange for the warrants offered and sold by Leo in its initial public offering. Refer to Note 10. Equity for a description of the Company’s warrants. •DMS Inc. obtained $30.0 million in cash for working capital needs and $10.0 million to pay down outstanding indebtedness under the Monroe Capital Management Advisors (as administrative agent and lender) (the “Monroe Facility”). •The Sellers exercised their right to convert the shares of Class C Common Stock into shares of Class A Common Stock, on a one-for-one basis, in accordance with the new Certificate of Incorporation (the “Conversion”). •Prism and Clairvest Direct Seller continue to retain a significant continuing equity interest in the Company, representing 44% of the economic interests in DMSH and 44% of the voting interest in DMS Inc. (“non-controlling interest”). •On October 22, 2020, as required by the post-closing working capital adjustment provisions of the Business Combination Agreement, (i) the Company issued (a) 98,783 total additional shares of Class A Common Stock to the Blocker Sellers and (b) 142,394 total additional shares of Class B Common Stock to Prism and Clairvest Direct Seller. • In conjunction with the Business Combination, DMS Inc. and Blocker also entered into a Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of this agreement, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheets. As of December 31, 2020, the total amount of liability under the Tax Receivable Agreement was $16.3 million, of which $510 thousand is current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. At December 31, 2020, there were (i) 32,392,576 shares of Class A Common Stock outstanding, (ii) 25,999,464 shares of Class B Common Stock outstanding, (iii) no shares of Class C Common Stock outstanding and (iv) 13,999,998 warrants to purchase Class A Common Stock outstanding. In conjunction with the Business Combination, we incurred approximately $2.4 million of transaction expenses related to incentive bonuses and other acquisition related expenses, which were recorded as Acquisitions Costs in the consolidated statements of operations during the year ended December 31, 2020.

REVENUE

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Abstract]

REVENUE

The Company derives revenue primarily through the delivery of various types of services, including: customer acquisition, managed services and software as a service (“SaaS”). The Company recognizes revenue when the promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company has elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized in the amount to which the Company has the right to invoice for services performed.

The Company has organized its operations into three reportable segments: Brand-Direct, Marketplace and Other. The Brand Direct reportable segment consists of services delivered against our customer’s brand, while the Marketplace reportable segment includes services delivered directly against the DMS brand. In the Other reportable segment, services offered by the Company include software services and digital media services that are managed on behalf of the customer. Corporate and other represents other business activities and include eliminating entries. Management uses these segments to evaluate the performance of its businesses and to assess its financial results and forecasts.

Disaggregation of Revenue

The following tables present the disaggregation of revenue by reportable segment and type of service (in thousands):


	Brand Direct		Marketplace		Other		Corporate and Other		Total
Year ended December 31, 2020
Net revenue:
Customer acquisition	$	179,681	$	155,999	$	—	$	(30,051)	$	305,630
Managed services	17,869		—		6,139		—		24,008
Software services	—		—		3,218		—		3,218
Total Net revenue	$	197,550	$	155,999	$	9,357	$	(30,051)	$	332,856
Year ended December 31, 2019
Net revenue:
Customer acquisition	$	162,648	$	73,398	$	—	$	(15,437)	$	220,609
Managed services	12,090		—		2,533		—		14,623
Software services	—		—		3,064		—		3,064
Total Net revenue	$	174,738	$	73,398	$	5,597	$	(15,437)	$	238,296

Contract balances

The Company’s contract liabilities result from payments received from clients in advance of revenue recognition as they precede the Company’s satisfaction of the associated performance obligation. If a customer pays consideration before the Company’s performance obligations are satisfied, such amounts are classified as deferred revenue on the consolidated balance sheets. As of December 31, 2020 and December 31, 2019, the balance of deferred revenue was $1.7 million and $1.2 million, respectively, and recorded within Accrued expenses and other current liabilities on the consolidated balance sheets. We expect the majority of the deferred revenue balance at December 31, 2020 to be recognized as revenue during the first quarter of 2021.

When there is a delay between the completion of our performance obligations and when a customer is invoiced, revenue is recognized and recorded as unbilled revenue (i.e. contract assets) within Accounts receivable, net on the consolidated balance sheets. As of December 31, 2020 and December 31, 2019, unbilled revenue included in accounts receivable was $1.8 million and $0.8 million, respectively. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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REPORTABLE SEGMENTS

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

REPORTABLE SEGMENTS

REPORTABLE SEGMENTS (AS RESTATED)

The Company’s operating segments are determined based on the financial information reviewed by its chief operating decision maker (“CODM”), and the basis upon which management makes resource allocation decisions and assesses the performance of the Company’s segments. The Company evaluates the operating performance of its segments based on financial measures such as net revenue, cost of revenue, and gross profit. Given the nature of the digital marketing solutions business, the amount of assets does not provide meaningful insight into the operating performance of the Company. As a result, the amount of the Company’s assets is not subject to segment allocation and total assets were not included within the disclosure of the Company’s segment financial information.

The following tables are a reconciliation of the operations of our segments to income from operations (in thousands):


	Year ended December 31, 2020
	Brand Direct		Marketplace		Other		Corporate and Other		As Restated Total
Net revenue	$	197,550	$	155,999	$	9,357	$	(30,051)	$	332,856
Cost of revenue	151,526		109,921		3,335		(30,051)		234,731
Gross profit	$	46,024	$	46,078	$	6,022	$	—	$	98,125
Salaries and related costs									33,386
General and administrative expenses									30,020
Acquisition costs									4,814
Depreciation and amortization									17,954
Income from operations									$	11,951


	Year ended December 31, 2019
	Brand Direct		Marketplace		Other		Corporate and Other		Total
Net revenue	$	174,738	$	73,398	$	5,597	$	(15,437)	$	238,296
Cost of revenue	130,429		46,613		113		(15,580)		161,575
Gross profit	$	44,309	$	26,785	$	5,484	$	143	$	76,721
Salaries and related costs									27,978
General and administrative expenses									19,927
Acquisition costs									19,234
Depreciation and amortization									9,745
Loss from operations									$	(163)

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2020

PROPERTY AND EQUIPMENT

The following table presents major classifications of property and equipment and the related useful lives (in thousands, except useful lives):


		December 31,
	Useful Lives	2020		2019
Computers and office equipment	3 years	$	1,684	$	1,750
Furniture and fixtures	5 years	305		901
Leasehold improvements	7 years	320		503
Software development costs	3 years	18,913		8,798
Total		21,222		11,952
Less: Accumulated depreciation and amortization		(6,206)		(3,224)
Property and equipment, net		$	15,016	$	8,728

Depreciation and amortization expense for property and equipment for the years ended December 31, 2020 and 2019 was $3.7 million and $1.3 million, respectively, included in our consolidated statements of operations.

As of December 31, 2020 and 2019, the unamortized balance of capitalized software development costs was $14.0 million and $7.1 million, respectively. Amortization of capitalized software development costs for the years ended December 31, 2020 and 2019 was $3.0 million and $1.2 million, respectively, included in depreciation and amortization of our consolidated statements of operations.

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

Goodwill

Changes in the carrying value of goodwill, by reportable segment, were as follows (in thousands):


	Brand Direct		Marketplace		Other		Total
Balance, January 1, 2019	$	8,616	$	2,937	$	550	$	12,103
Additions (Note 8)	—		29,723		—		29,723
Balance, December 31, 2019	8,616		32,660		550		41,826
Additions (Note 8)	—		—		3,078		3,078
Balance, December 31, 2020	$	8,616	$	32,660	$	3,628	$	44,904

The carrying amount of goodwill for all reporting units had no accumulated impairments as of December 31, 2020 and December 31, 2019.

Intangible assets

Finite-lived intangible assets consisted of the following (in thousands):


		December 31, 2020						December 31, 2019
	Amortization Period (Years)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Intangible assets subject to amortization:
Technology	3 to 5	$	48,008	$	(21,454)	$	26,554	$	47,946	$	(9,751)	$	38,195
Customer relationships	1 to 12	21,794		(6,749)		15,045		19,583		(3,078)		16,505
Brand	1 to 5	4,295		(961)		3,334		4,187		(2,556)		1,631
Non-competition agreements	3	2,105		(591)		1,514		1,815		(211)		1,604
Total		$	76,202	$	(29,755)	$	46,447	$	73,531	$	(15,596)	$	57,935

Amortization expense for finite-lived intangible assets is recorded on a straight-line basis. Amortization expense related to finite-lived intangible assets was $14.2 million and $8.0 million for the years ended December 31, 2020 and 2019, respectively.

Amortization expense relating to intangible assets subject to amortization for each of the next five years and thereafter is estimated to be as follows (in thousands):


	2021		2022		2023		2024		2025 and Thereafter
Amortization expense	$	13,058	$	12,154	$	9,134	$	6,585	$	5,474

Impairment analysis

For the year ended December 31, 2020, there were no events or changes in circumstances to indicate that goodwill or intangible assets were impaired.

DEBT

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

DEBT

The following table presents the components of outstanding debt (in thousands):


	December 31, 2020		December 31, 2019
Term loan	$	190,541	$	194,810
Revolving credit facility	4,000		5,000
Delayed draw term loan	8,236		8,429
Notes payable- insurance premium	1,074		—
Total debt	203,851		208,239
Unamortized debt issuance costs	(2,293)		(3,041)
Debt, net	201,558		205,198
Current portion of long-term debt	(7,967)		(4,150)
Long-term debt	$	193,591	$	201,048

On July 3, 2018, DMSH entered into a Credit Agreement with Monroe Capital Management Advisors (as administrative agent and lender) (the “Monroe Facility”), which included a $5.0 million revolving commitment, as well as a $100.0 million term loan commitment and a $15.0 million delayed draw term loan, for a total available capacity of $120.0 million. The Monroe Facility matures in July 2023 and bears interest at a variable rate equal to the three-month LIBOR, or an alternate base rate, plus an agreed upon margin with the lender.

During the year ended December 31, 2019, the Monroe Facility’s capacity was amended to increase the term loan by $99.0 million for a total term commitment of $199.0 million, and this amendment also increased capacity on the revolver by an additional $2.5 million, for a total amended capacity of $221.5 million. The Company used the funds to finance a portion of the acquisition of UE, accelerate contingent consideration payments, and to add to general working capital. Refer to Note 8. Acquisitions for a more detailed discussion on the acquisition of UE.

On January 7, 2020, the Monroe Facility was amended to increase the revolver commitment for a total amended capacity of $15.0 million with an additional payment of $1.5 million incremental issuance cost.

On August 26, 2020, we amended the Monroe Facility to, among other things, (i) modify the covenant calculation of EBITDA to include certain transaction expenses incurred in connection with the Business Combination and (ii) exclude certain accounts from the SmarterChaos acquisition.

As of December 31, 2020, and 2019 we had $229.0 million and $221.5 million total outstanding capacity under our Monroe Facility, which had an effective interest rate of 5.2% and 6.8% for the year ended December 31, 2020 and 2019, respectively.

The effective interest rate during the year 2020, was in a variable rate range between 5.2% and 6.9%, equal to the three-month LIBOR, or an alternate base rate, plus an agreed upon margin with the lender.

The Monroe Facility also contains covenants that require the Company to meet certain financial ratios and places restrictions on the payment of dividends, cap-threshold for holding excess cash, sale of assets, borrowing level, mergers, and purchases of capital stock, assets, and investments.

As of December 31, 2020, the Company was in compliance with its debt covenants under its Credit Agreement with Monroe Facility.

The Company’s debt with Monroe Facility is collateralized by subordinated rights to the landlord’s lien on personal property deposit and security accounts, and intellectual properties such as licensed trademarks and copyrights.

Debt Maturity Schedule

The scheduled maturities of our total debt are estimated as follows at December 31, 2020 (in thousands):


(in thousands)
2021	$	7,967
2022	8,000
2023	187,884
2024	—
2025 and thereafter	—
	$	203,851

The Company holds a certain cash balance throughout the year depending on its cash flow requirements. When it exceeds a certain level of the Cap threshold, it will trigger additional cash payments under the Monroe Facility. If the Cap threshold is not met, at minimum the Company is expected to make $4.2 million principal payment under the Monroe Facility. The table above presents minimum payments plus additional fees paid attributable to holding excess cash on its balance sheets. As of December 31, 2020, the Company was in compliance with its debt covenants under its Credit Agreement under the Monroe Facility.

ACQUISITIONS

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

ACQUISITIONS

SmarterChaos and She is Media

On July 16, 2020, the Company acquired all of the outstanding shares of SmarterChaos.com, LLC, a premier digital marketing and online performance management marketer, along with She Is Media, a female-centric performance ad network, (collectively, “SmarterChaos”) for cash and equity of DMSH totaling approximately $5.8 million, which was subject to a working capital adjustment. This acquisition expanded media distribution, allowing the Company to further accelerate the digital marketing acquisition efforts of its advertiser clients and enable brands to acquire new customers by leveraging our customer acquisition platform and the relationships cultivated by SmarterChaos.

DMSH issued the SmarterChaos sellers approximately 307 thousand DMSH Units, which are convertible to Class A Common Stock, with an aggregate total value of $3.0 million based on the DMS Inc. stock price on July 15, 2020. The SmarterChaos sellers also became parties to the Amended Partnership Agreement.

In conjunction with this acquisition, we incurred approximately $0.4 million of legal and other acquisition-related expenses, which were recorded as Acquisitions Costs in the consolidated statements of operations during the year ended December 31, 2020.

The Company primarily used an Income Approach, specifically a Discounted Cash Flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired businesses have been included in the Company’s results of operations since the acquisition date of July 16, 2020. An acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand and customer relationships of the acquired business. The fair value of the brand was determined by applying an Income Approach, specifically the Relief from Royalty Method (“RFR”). The fair value of the acquired customer relationships was determined by applying an Income Approach, specifically the Multi Period Excess Earnings Method. At December 31, 2020, the purchase accounting measurement period has not been finalized primarily due to the working capital adjustment, open tax contingencies and the valuation of DMSH units and intangibles.

The following table presents the fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands):


	July 16, 2020
Goodwill	$	3,078

Brand	277

Customer relationships (1)	2,500
Accounts receivable	576
Other assets acquired	30
Liabilities assumed	(662)

Net assets acquired	$	5,799

(1) On July 16, 2020, the Company acquired all of the outstanding shares of SmarterChaos.com, LLC, a premier digital marketing and online performance management marketer, along with She Is Media, a female-centric performance ad network, (collectively, “SmarterChaos”) for cash and equity of DMSH totaling approximately $5.8 million, which was subject to a working capital adjustment. The working capital adjustment related to total net assets acquired of $5.8 million, which included a $0.3 million reduction to customer relationships, offset by an increase to SmarterChaos goodwill.

The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of SmarterChaos and is included with Software services in the Other reportable segment. Intangible assets primarily consist of brand and customer relationships with an estimated useful life of three and five years, respectively.

Revenue and net loss for SmarterChaos of $4.3 million and $241 thousand, respectively, were included in the consolidated statements of operations during the year ended December 31, 2020.

UE Authority, Co.

On November 1, 2019, the Company acquired UE for cash of approximately $56.6 million, which includes closing purchase price adjustments. The acquisition of UE supports the Company’s strategy of broadening its reach in the insurance vertical.

The Company primarily used an income method, or discounted cash flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired business have been included in the Company’s results of operations since the acquisition date of November 1, 2019. The fair value of the acquired technology and customer relationships was determined using the multi period excess earnings approach. The fair value of the acquired brand was determined using the Relief from Royalty method. The fair value of the non-competition agreement was determined using the income approach.

The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands):


	November 1, 2019
Goodwill	$	29,723
Technology	26,000
Brand	690
Non-competition agreements	1,520
Customer relationships	10,300
Other assets acquired	6,393
Liabilities assumed	(9,045)
Deferred tax liability	(8,961)
Net assets acquired	$	56,620

The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of UE and is included in the Marketplace reportable segment. Intangible assets primarily consist of customer relationships, technology, non-competition agreements and brand with an estimated useful life of nine years, five years, three years and one year, respectively.

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS (AS RESTATED)

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The carrying amounts of our cash and cash equivalents, accounts receivable, income taxes receivable, accounts payable, accrued expenses and income taxes payable, which approximate fair value because of the short-term maturity of those instruments.

Private Placement Warrants - The Fair Value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes-Merton option pricing model. The significant assumptions were as follows:


	December 31, 2020
Private Placement Warrants Fair Value Per Share	$	5.52
Private Placement Warrant valuation inputs:
Stock price	$	12.04
Strike price	$	11.50
Remaining contractual term in years	4.54
Estimated volatility of Class A Common Stock	55.0		%
Risk free interest rate	0.32		%

As certain inputs are observable inputs other than quoted prices, the Private Placement Warrants was classified as a Level 3 instrument. As of December 31, 2020, the Company has approximately 4.0 million Private Placement Warrants outstanding.


		December 31, 2020
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Liabilities:
Private Placement Warrant liabilities	Total liabilities	$	—	$	—	$	22,080	$	22,080
Total		$	—	$	—	$	22,080	$	22,080


	Level 3
December 31, 2019	$	—
Additions	$	13,240
Changes in fair value	$	8,840
December 31, 2020	$	22,080

Contingent consideration related to acquisitions

The fair value of the contingent consideration was determined using a Monte Carlo fair value analysis based on estimated performance and the probability of achieving certain targets. As certain inputs are not observable in the market, the contingent consideration is classified as a Level 3 instrument. During the year ended December 31, 2020, we paid this contingent consideration of $1.0 million. There is no contingent consideration payable at December 31, 2020.

The following table presents assets and liabilities measured at fair value on a recurring basis (in thousands):



		December 31, 2019
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Liabilities:
Contingent consideration	Contingent consideration payable	$	—	$	—	$	1,000	$	1,000
Total		$	—	$	—	$	1,000	$	1,000

The following table represents the change in the contingent consideration (in thousands):


	Level 3
December 31, 2018	$	10,073
Additions	—
Changes in fair value	13,841
Settlements	(22,914)
December 31, 2019	$	1,000
Additions	—
Changes in fair value	—
Settlements	(1,000)
December 31, 2020	$	—

Share-based Payment Arrangement [Abstract]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

EQUITY

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

EQUITY

EQUITY (AS RESTATED)

Authorized Capitalization

The total amount of the Company’s authorized capital stock consists of (a) 600,000,000 shares of common stock, par value $0.0001 per share, of the DMS Inc., consisting of (i) 500,000,000 shares of Class A Common Stock, (ii) 60,000,000 shares of Class B Common Stock, and (iii) 40,000,000 shares of Class C Common Stock, and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share, of the DMS Inc. (“Company Preferred Stock”). At December 31, 2020, there were 32,392,576 shares of Class A Common Stock outstanding and 25,999,464 shares of Class B Stock outstanding.

Company Common Stock

The following table sets forth the economic and voting interests of the Company’s common stockholders at December 31, 2020:


Class	Total Shares (1)	Economic Ownership in DMSH (2)		Economic Ownership in DMS Inc. (3)		Voting Ownership in DMS Inc. (4)
Class A Common Stock	32,392,576	55.2	%	100.0	%	55.5	%
Class B Common Stock	25,999,464	44.3	%	—	%	44.5	%

(1) Represents the total number of outstanding shares for each class of DMS Inc. common stock at December 31, 2020. On October 22, 2020, as required by the post-closing working capital adjustment provisions of the Business Combination Agreement, (i) the Company issued (a) 98,783 total additional shares of Class A Common Stock to the Blocker Sellers and (b) 142,394 total additional shares of Class B Common Stock to Prism and Clairvest Direct Seller.
(2) Represents (i) the Class A Common Stockholders’ indirect economic interest in DMSH through their ownership of Class A Common Stock and (ii) the Class B Common Stock holders’ direct economic interest in DMSH through their ownership of DMSH Units. The remaining economic ownership is held by the sellers in SmarterChaos acquisition.
(3) Represents the aggregate economic interest in DMS Inc. through the stockholders' ownership of Class A Common Stock.
(4) Represents the aggregate voting interest in DMS Inc. through the stockholders' ownership of Company common stock.

Voting Rights

Each holder of Company Common Stock is entitled to one (1) vote for each share of Company Common Stock held of record by such holder. The holders of shares of Company Common Stock do not have cumulative voting rights. Except as otherwise required in the Company Certificate of Incorporation or by applicable law, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will vote together as a single class on all matters on which stockholders are generally entitled to vote (or, if any holders of Company Preferred Stock are entitled to vote together with the holders of Company Common Stock, as a single class with such holders of Company Preferred Stock). In addition to any other vote required in the Company Certificate of Incorporation or by applicable law, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will each be entitled to vote separately as a class only with respect to amendments to the Company Certificate of Incorporation that increase or decrease the par value of the shares of such class or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. Notwithstanding the foregoing, except as otherwise required by law, holders of Company Common Stock, as such, will not be entitled to vote on any amendment to the Company Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Company Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) or pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).

Dividend Rights

Subject to any other provisions of the Company Certificate of Incorporation, as it may be amended from time to time, holders of shares of Class A Common Stock are entitled to receive ratably, in proportion to the number of shares of Class A Common Stock held by them, such dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Company’s board of directors (the “Board”) from time to time out of assets or funds of the Company legally available therefor.

Except as provided in the Company Certificate of Incorporation, dividends and other distributions will not be declared or paid on the Class B Common Stock. Subject to any other provisions of the Company Certificate of Incorporation, as it may be amended from time to time, holders of shares of Class C Common Stock are entitled to receive ratably, in proportion to the number of shares held by them, the dividends and other distributions in cash, stock or property of the Company payable or to be made on outstanding shares of Class A Common Stock that would have been payable on the shares of Class C Common Stock if each such share of Class C Common Stock had been converted into a fraction of a share of Class A Common Stock equal to the Conversion Ratio (as defined in the Company Certificate of Incorporation) immediately prior to the record date for such dividend or distribution. The holders of shares of Class C Common Stock are entitled to receive, on a pari passu basis with the holders of the Class A Common Stock, such dividend or other distribution on the Class A Common Stock when, as and if declared by the Board from time to time out of assets or funds of the Company legally available therefor. At December 31, 2020, there were no shares of Class C Common Stock outstanding.

Redemption

Pursuant to the terms and subject to the conditions of the Amended Partnership Agreement, each holder (other than Blocker) of a DMSH Unit has the right (the “Redemption Right”) to redeem each such DMSH Unit for the applicable Cash Amount (as defined in the Amended Partnership Agreement), subject to the Company’s right, in its sole and absolute discretion, to elect to acquire some or all of such DMSH Units that such holder has tendered for redemption for a number of shares of Class A Common Stock, an amount of cash or a combination of both (the “Exchange Option”), in the case of each of the Redemption

Right and the Exchange Option, on and subject to the terms and conditions set forth in the Company Certificate of Incorporation and in the Amended Partnership Agreement.

Retirement of Class B Common Stock

In the event that (i) any DMSH Unit is consolidated or otherwise cancelled or retired or (ii) any outstanding share of Class B Common Stock held by a holder of a corresponding DMSH Unit otherwise ceases to be held by such holder, in each case, whether as a result of exchange, reclassification, redemption or otherwise (including in connection with the Redemption Right and the Exchange Option as described above), then the corresponding share(s) of Class B Common Stock, if any, (which, for the avoidance of doubt, will be equal to such DMSH Unit divided by the Conversion Ratio prior to and until the Effective Time (as defined below) (in the case of (i)) or such share of Class B Common Stock (in the case of (ii)) will automatically and without further action on the part of the Company or any holder of Class B Common Stock be transferred to the Company for no consideration and thereupon will be retired and restored to the status of authorized but unissued shares of Class B Common Stock.

Rights upon Liquidation

In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company after payments to creditors of the Company that may at the time be outstanding, and subject to the rights of any holders of Preferred Stock that may then be outstanding, holders of shares of Class A Common Stock and Company C Common Stock will be entitled to receive ratably, in proportion to the number of shares held by them, all remaining assets and funds of the Company available for distribution; provided, however, that, for purposes of any such distribution, each share of Class C Common Stock will be entitled to receive the same distribution as would have been payable if such share of Class C Common Stock had been converted into a fraction of a share of Company A Common Stock equal to the Conversion Ratio immediately prior to the record date for such distribution. The holders of shares of Class B Common Stock, as such, will not be entitled to receive any assets of the Company in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Automatic Conversion of Class B Common Stock

Immediately and automatically upon the earlier of (i) July 4, 2024 or (ii) the date on which there are no amounts owed to any lender pursuant to the Credit Facility, each share of Class B Common Stock will automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant to a reverse stock split, into a fraction of a share of Class B Common Stock equal to the Conversion Ratio (the “Effective Time”).

Conversion of Class C Common Stock

Each holder of Class C Common Stock has the right, at such holder’s option, at any time, to convert all or any portion of such holder’s shares of Class C Common Stock, and the Company will have the right, at the Company’s option, from and after the Effective Time, to convert all or any portion of the issued and outstanding shares of Class C Common Stock, in each case into shares of fully paid and non-assessable Class A Common Stock at the ratio of one (1) share of Class A Common Stock for the number of shares of Class C Common Stock equal to the Issuance Multiple (as defined in the Business Combination Agreement) so converted. As of December 31, 2020, there were no Class C Common Stock issued and outstanding.

Transfers

The holders of shares of Class B Common Stock will not transfer such shares other than as part of a concurrent transfer of (i) if prior to the Effective Time, a number of DMSH Units equal to the number of shares of Company Common Stock being so Transferred multiplied by the Conversion Ratio or (ii) if after the Effective Time, an equal number of DMSH Units, in each case made to the same transferee in accordance with the restrictions on transfer contained in the Amended Partnership Agreement.

Other Rights

No holder of shares of Company Common Stock are entitled to preemptive or subscription rights. There is no redemption or sinking fund provisions applicable to the Company Common Stock. The rights, preferences and privileges of holders of the Company Common Stock will be subject to those of the holders of any shares of the Preferred Stock the Company may issue in the future.

Preferred Stock

The Board has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the DGCL. The issuance of Preferred Stock of the Company could have the effect of decreasing the trading price of Company Common Stock,

restricting dividends on the capital stock of the Company, diluting the voting power of the Company Common Stock, impairing the liquidation rights of the capital stock of the Company, or delaying or preventing a change in control of the Company. At December 31, 2020, there were no shares of preferred stock outstanding.

The Company is authorized to issue 100,000,000 preferred shares with such designations, voting, and other rights and preferences as may be determined from time to time by the Board. As of December 31, 2020, there were no preferred shares issued.

Public Warrants

Each Company Public Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A Common Stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire five years after the Business Combination, or earlier upon redemption or liquidation.

The Company may call the Company Public Warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; and (4) only if the last reported closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Company Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Company Public Warrants to do so on a “cashless basis.”

The exercise price and number of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrant shares.

At December 31, 2020, approximately 10.0 million Public Warrants were outstanding.

Non-controlling Interest

The non-controlling interest represents the membership interest in DMSH held by holders other than the Company. On July 15, 2020, upon the close of the Business Combination, the Prism and Clairvest Direct Seller combined ownership percentage in DMSH was 44.5%. On July 16, 2020, DMSH issued approximately 307 thousand additional DMSH Units to the sellers in the SmarterChaos acquisition, which are included in the non-controlling interest of approximately 44.8%. On October 22, 2020, the Company issued additional 142 thousand shares of Class B Common Stock to Prism and Clairvest Direct Seller, upon a post-closing Business Combination working capital adjustment. At December 31, 2020, the non-controlling interest in DMSH was 44.8%. The Company has consolidated the financial position and results of operations of DMSH and reflected the proportionate interest held by Prism, Clairvest Direct Seller and the SmarterChaos sellers as a non-controlling interest.

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Registration Rights At the Closing, the Company entered into an amended and restated registration rights agreement with certain Sellers (the “Amended and Restated Registration Rights Agreement”), pursuant to which the Company registered for resale certain shares of Class A Common Stock and warrants to purchase Class A Common Stock that were held by the parties thereto. Additionally, the Sellers may request to sell all or any portion of their shares of Class A Common Stock in an underwritten offering that is registered pursuant to the shelf registration statement filed by the Company (each, an “Underwritten Shelf Takedown”); however, the Company will only be obligated to effect an Underwritten Shelf Takedown if such offering will include securities with a total offering price reasonably expected to exceed, in the aggregate, $20.0 million and will not be required to effect more than four Underwritten Shelf Takedowns in any six-month period. The Amended and Restated Registration Rights Agreement also includes customary piggy-back rights, subject to cooperation and cut-back provisions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Amended Partnership Agreement Pursuant to the Amended Partnership Agreement, following the expiration of the lock-up period under the lock-up agreement entered into by the Company and the Sellers at the Closing, the non-controlling interests (as defined in the Amended Partnership Agreement) will have the right to redeem their DMSH Units for cash (based on the market price of the shares of Class A Common Stock) or, at the Company’s option, the Company may acquire such DMSH Units (which DMSH Units are expected to be contributed to Blocker) in exchange for cash or Class A Common Stock (a “Redemption”) on a one-for-one basis (subject to customary conversion rate adjustments, including for stock splits, stock dividends and reclassifications), in each case subject to certain restrictions and conditions set forth therein, including that any such Redemption be for an amount no less than the lesser of 10,000 DMSH Units or all of the remaining DMSH Units held by such Non-Blocker Member. In the event of a change of control transaction with respect to a Non-Blocker Member, DMSH will have the right to require such Non-Blocker Member to effect a Redemption with respect to all or any portion of the DMSH Units transferred in such change of control transaction. In connection with any Redemption (other than a Redemption by the SmarterChaos sellers) a number of shares of Class B Common. Stock will automatically be surrendered and cancelled in accordance with the Company Certificate of Incorporation. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable shares of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheets. As of December 31, 2020, the total amount of liability under the Tax Receivable Agreement was $16.3 million, of which $510 thousand was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. Lock-Up Agreement At the Closing, Sellers executed and delivered to the Company a lock up agreement (the “Lock-Up Agreement”), pursuant to which, among other things, Sellers agreed not to, subject to certain exceptions set forth in the Lock-Up Agreement, during the period commencing from the Closing and through the 180 day anniversary of the date of the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any Class A Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Class A Common Stock, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise. Any waiver by the Company of the provisions of the Lock-Up Agreement requires the approval of a majority of the Company’s directors who qualify as “independent” for purposes of serving on the audit committee under the applicable rules of the SEC (including Rule 10A-3 of the Securities Exchange Act of 1934). On July 29, 2020, the Company’s Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”) executed joinder agreements to the Lock-Up Agreement in connection with Prism’s distribution of 538,912 and 538,911 Seller Warrants to the Company’s CEO and COO, respectively, as a permitted transfer under the Amended Warrant Agreement and the Lock-Up Agreement. Management Agreement Prior to the Business Combination, the Management Agreement included consideration for various management and advisory services, where DMSH made payment to one of its members a quarterly retainer of $50 thousand plus any out-of-pocket expenses. The total expense for the years ended December 31, 2020 and 2019 was $0.1 million and $0.2 million, respectively, which was recorded in General and administrative expenses in the consolidated statements of operations. The management agreement was terminated in connection with the Business Combination. Prism Incentive Agreement On October 1, 2017, DMS, through a subsidiary, acquired the assets of Mocade Media LLC (“Mocade”). On that date, in connection with the acquisition, DMS also entered into a consulting agreement with Singularity Consulting LLC (“Singularity”), a Texas limited liability company owned by the former management of Mocade. On August 1, 2018, in order to further incentivize Singularity’s efforts with respect to the acquired Mocade assets, DMS entered into an amendment to the Singularity consulting agreement. On that date, Prism Data, the then majority equityholder of DMS, also entered into an incentive agreement with Singularity, to which DMS was not a party, providing for certain incentive payments to be accounted for in accordance with applicable accounting standards by Prism Data to Singularity in the event of certain specified change of control sale transactions involving DMS. Following the Business Combination, in November 2020, DMS and Singularity resolved all outstanding amounts due under the Singularity consulting agreement between DMS and Singularity with a payment of $850,000. In addition, Prism Data and Singularity agreed that Singularity would be entitled to a payment from Prism Data of $2,000,000 in the event of certain specified change of control sale transactions involving DMS. DMSH Member Tax Distributions For the years ended December 31, 2020 and 2019, tax distributions to members of DMSH were $0.2 million and $21.6 million, respectively.

EMPLOYEE AND DIRECTOR INCENTIVE PLANS

12 Months Ended

Dec. 31, 2020

EMPLOYEE AND DIRECTOR INCENTIVE PLANS

2020 Omnibus Incentive Plan

On July 15, 2020, Leo’s shareholders approved the 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan allows for the issuance of stock options, stock appreciation rights, stock awards (including restricted stock awards (“RSAs”) and Restricted Stock Units (“RSUs”) and other stock-based awards. Directors, officers and employees, as well as others performing independent consulting or advisory services for the Company or its affiliates, will be eligible for grants under the 2020 Plan. The aggregate number of shares reserved under the 2020 Plan is approximately 11.6 million. The 2020 Plan terminates on June 24, 2030.

On October 28, 2020, the Board of Directors of DMS Inc. approved the grant of approximately 1.2 million RSUs, including 65,000 units granted for Directors under the 2020 Plan. The RSUs vest one-third each year based on three years of continuous service starting with July 16, 2021 through July 16, 2023. The 2020 Plan provides Directors’ and employees’ vesting rights after each year for completed service to the Company.

The participants have no rights of a stockholder with respect to the RSUs, including the right to vote and the right to receive distributions or dividends until the shares become vested and settled. The settlement occurs after the vesting date and shall represent the right to receive one Share of Class A of common stock. RSUs awards provide for accelerated vesting if there is a change in control.

The fair value of non-vested shares is determined based on the closing trading price of the Company’s shares on the grant date and are amortized over the award’s service period. At December 31, 2020, total non-vested stock-based compensation expense related to restricted stock was $8.8 million, which will be recognized over a weighted-average remaining period of 2.54 years. The weighted-average grant-date fair value of shares granted during the year ended December 31, 2020, were $7.31 per share.

Restricted Shares

The following table presents the restricted share activity for the year ended December 31, 2020 (in thousands, except price per share):


Restricted Stock Units	Number of Restricted Stock	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2020	—	$	—
Granted	1,245	$	7.31
Forfeited/Canceled	48	$	7.31
Vested	—	$	—
Outstanding at December 31, 2020	1,197	$	7.31
Vested at December 31, 2020	—	—
Exercisable at December 31, 2020	—	—

On December 31, 2020, the Company has two shared-based compensation plans; restricted share units and stock options. The compensation cost that has been recorded against Consolidated Statement of Operations, “Salaries and related costs” was approximately $1.0 million.

The Company’s 2020 Omnibus Incentive Plan, which is shareholder-approved, permits the grant of share options and shares to its employees up to 11.6 million shares of Class A Common Stock. The Company believes that such awards better align the interest of its employees with those of its shareholders. Stock option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards vest on 3 years of continuous service and have 10-year contractual terms. The 2020 Plan allows employees’ vesting rights after each year for completed service to the Company.

The participants have no rights of a stockholder with respect to the stock options, including the right to vote and the right to receive distributions or dividends until the shares become vested and exercised. The exercise occurs after the vesting date and the participant may exercise the option by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by full payment of the exercise price or by means of a broker-assisted cashless exercise. Stock option awards provide for accelerated vesting if there is a change in control.

The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation method, which uses the assumptions noted in the following table. Because Black-Scholes option valuation models incorporate ranges of assumption for inputs, the selected inputs are disclosed below. Expected volatilities are based on implied volatilities from traded options on the Company’s peer group. The expected term of an option granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the below range results from certain Company’s peer group of employees exhibiting different behavior. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. The risk-free rate within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. We recognize forfeitures and/or cancellations based on an actual occurrence.

Stock Options

The following is the weighted average of the assumptions used in calculating the fair value of the total stock options granted in 2020 using the Black-Scholes method:


Fair market value	$	3.34
Risk-free rate	0.4		%
Dividend yield	—		%
Expected volatility	49.4		%
Expected term (in years)	5.9 years

The following table presents the stock option activity for the year ended December 31, 2020 (in thousands, except price per share):


Stock Options	Number of Stock Options	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term (in Years)	Total Intrinsic Value of Restricted Stock Vested
Outstanding at January 1, 2020	—	$	—	—	$	—
Granted	574	$	3.34	5.9 years	$	—
Exercised	—	$	—	—	$	—
Forfeited/expired	23	$	—	—	$	—
Outstanding at December 31, 2020	551	$	3.34	5.9 years	$	—
Vested at December 31, 2020	—	—		—	—
Exercisable at December 31, 2020	—	—		—	—

The weighted-average grant-date strike price of options during the year ended December 31, 2020 were $7.31 per share. The total intrinsic value of options exercised during the year ended December 31, 2020 was $0. The weighted-average grant-date fair value of shares granted during the year ended December 31, 2020, was $3.34 per share. During the year ended December 31, 2020, there were no shares or units converted into Class A Common Stock, or exercised from restricted stock units, stock options and warrants.

The following table presents non-vested shares for the year ended December 31, 2020 (in thousands, except price per share):


Non-vested Shares	Shares (000)	Weighted-Average Grant Date Fair Value
Non-vested at January 1, 2020	—	$	—
Granted	1,819	$	7.31
Vested	—	$	—
Forfeited	71	$	7.31
Non-vested at December 31, 2020	1,748	$	7.31

As of December 31, 2020, the total value of unvested shares was $10.6 million under the 2020 Plan. That cost is expected to be recognized over a weighted-average period of 2.54 years. The total fair value of shares vested during the years ended December 31, 2020, was $0.

Defined Contribution Plans

The Company offers a 401(k) plan with a mandatory match and a discretionary bonus contribution to all of its eligible employees. The Company matches employees’ contributions based on a percentage of salary contributed by the employees. The Company’s match cost for the year ended December 31, 2020, and 2019 was $0.8 million and $0.5 million respectively, recorded within “Salaries and related costs” on the consolidated statements of operations.

Employee Incentive Plan

The Company instituted a transaction-based cash bonus plan, the Digital Media Solutions, LLC Employee Incentive Plan (the “EIP”), in 2017, which was amended and restated on January 31, 2019. The EIP provides for a cash bonus pool payout to vested participants upon the occurrence of a “Sale of the Company” prior to December 31, 2024, in which the equity value (as determined by the board of managers) exceeds $100 million. Each EIP participant was awarded a number of bonus pool units, and is entitled to a pro rata share of the aggregate bonus pool based on the total number of vested bonus pool units held among all participants. DMSH also instituted a second transaction-based cash bonus plan on November 1, 2019, which mirrors the first plan, except that the equity value was raised to $325 million.

On April 23, 2020, DMSH entered into a Business Combination agreement with Leo. Although this business combination is not considered a “Sale of the Company” for purposes of the EIP, the board of managers was permitted at its discretion to make a payment under the plan as it deemed fit upon consummation of the business combination. The board of managers elected to pay a total of approximately $250 thousand in cash to EIP participants in connection with the Business Combination, which was paid during the year ended December 31, 2020, and these plans were terminated.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Legal proceedings

In the ordinary course of business, we are involved from time to time in various claims and legal actions incident to our operations, both as a plaintiff and defendant. In the opinion of management, after consulting with legal counsel, none of these other claims are currently expected to have a material adverse effect on the results of operations, financial position or cash flows. We intend to vigorously defend ourselves in these matters.

Lease agreements

The Company leases office space in various locations within United States and Canada. The leases entered into by the Company consist of both long-term and short-term leases. Lease agreements in two locations provide the option to extend for three years upon the provision of nine-month notice. No lease agreement or arrangement is considered material to the overall lease portfolio.

The rental expense for the years ended December 31, 2020 and 2019 was $2.0 million and $2.2 million, respectively.

At December 31, 2020, the future minimum lease payments for the Company were comprised of the following (in thousands):


Year Ending December 31:
2021	$	1,815
2022	1,787
2023	1,845
2024	1,418
2025	404
Thereafter	—
Total	$	7,269

The lease obligations were evaluated due to the COVID-19 economic environment and recorded a reserve of approximately $4.2 million as a result of the cease use of certain leased properties (included in the future minimum lease payments above), which was included in General and administrative expenses in the consolidated statements of operations during the years ended December 31, 2020. As of December 31, 2020, $1.7 million is accrued for within Accrued expenses and other current liabilities and $1.9 million is accrued for within Other non-current liabilities, on the consolidated balance sheets.

During the year ended December 31, 2020, the Company entered into negotiations with landlords to terminate lease agreements, for twelve different properties for a total approximately 62,113 square feet of office space located in Canada and the United States. The termination of the leases is expected to reduce cash needs by approximately $1.9 million over the remaining life of the original leases through April 30, 2025. As of December 31, 2020, the Company concluded negotiations on three properties and agreed to make payments to the landlord totaling approximately $0.4 million in release of all future obligations under the leases.

DMSH Unit Redemption Rights

The Amended and Restated Partnership Agreement includes provisions intended to ensure that the Company at all times maintains a one-to-one ratio between (i) the number of outstanding shares of Class A Common Stock (including the number of shares of Class A Common Stock into which all of the outstanding shares of Class C Common Stock are convertible in accordance with the Company Certificate of Incorporation) and (ii) the aggregate number of DMSH Units owned by DMS Inc., its subsidiaries and any consolidated, combined, unitary or similar group of entities that join in filing any tax return with DMS Inc.

INCOME TAXES

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES (AS RESTATED)

The provision (benefit) for income taxes consist of the following (in thousands):


	Years Ended December 31,
	2020		2019
Current:
Federal	$	3,101	137
State	216		—
Foreign	248		—
Total Current	3,565		137
Deferred
Federal	69		—
State	(549)		—
Foreign	—		—
Total Deferred	(480)		—
Provision for income taxes	$	3,085	$	137

The provision for income taxes shown above varies from the statutory federal income tax rate for those periods as follows (in thousands):


	Years Ended December 31,
	2020 As Restated		2019

Tax provision (benefit) from federal statutory rate	$	(2,190)	$	(2,330)
Tax on income not subject to entity level federal income tax	1,897		2,467
State income taxes, net of federal tax effect	(280)		—
Warrant liability fair value change	1,856		—
Other permanent adjustments	434		—
True-ups and other	(465)		—
Foreign tax credit	(63)		—
Undistributed earnings	823		—
Canadian tax expense	261		—
Valuation Allowance	812		—
Tax provision	$	3,085	$	137

During the year ended December 31, 2019, the Company was a "partnership" for U.S. federal and state and local income tax purposes and generally not subject to entity level income tax. Instead, each of the ultimate partners of the partnership were taxed on their proportionate share of the Company's taxable income.

In the fourth quarter of 2019, the partnership acquired UE, a “corporation” for U.S. federal and state and local income purposes. As such, earnings related to UE were subject to pay federal and state corporate income taxes. The Company established an estimated net deferred tax liability of $8,675 primarily related to intangible assets acquired in the UE acquisition. The Company recorded income tax expense in the amount of $137 and $0 for the years ended December 31, 2019 and December 31, 2018, respectively. The income tax expense for the year ended December 31, 2019 primarily related to UE’s activity post-acquisition.

As a result of the Business Combination, the Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker, which owns 55.2% of equity interests in DMSH (after the SmarterChaos acquisition). DMSH is treated as a partnership for purposes of U.S. federal and certain state and local income tax. As a U.S. partnership, generally DMSH will not be subject to corporate income taxes (except with respect to UE, as described below). Instead, each of the ultimate partners (including DMS Inc.) are taxed on their proportionate share of DMSH taxable income.

While the Company consolidates DMSH for financial reporting purposes, the Company will only be taxed on its allocable share of earnings (i.e. those earnings not attributed to the non-controlling interests, which continue to be taxed on their own allocable share of earnings of DMSH). The Company’s income tax expense is attributable to the allocable share of earnings from DMSH, a portion of activities of DMSH that are subject to Canadian income tax, and the activities of UE, a wholly-owned U.S. corporate subsidiary of DMSH, which is subject to U.S. federal and state and local income taxes. The income tax burden on the earnings allocated to the non-controlling interests is not reported by the Company in its consolidated financial statements under GAAP. As a result of the foregoing reasons, the Company’s effective tax rate is expected to differ materially from the statutory rate.

Due to the restatement, the Private Placement Warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020, and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of earnings (loss). The Private Placement Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no change to income tax expense relating to changes in the fair value of such warrants.

Deferred tax assets and liabilities are composed of the following (in thousands):


	Years Ended December 31,
	2020		2019
	(In thousands)
Deferred income tax assets:
Investment in DMS Holdings LLC	$	30,017	$	—
Reserve accruals	140		57
Charitable contributions	9		—
Interest carryforward	1,158		—
Tax credit carryforwards	63		—
Property and equipment	—		522
Net operating loss	150		—
Total gross deferred income tax assets	31,537		579
Less: Valuation allowance	(11,626)		—
Total deferred income tax assets	19,911		$	579
Deferred income tax liabilities:
Intangibles	(6,971)		(9,254)
Property and equipment	(193)		—
Undistributed earnings	(823)		—
Total deferred income tax liabilities	(7,987)		(9,254)
Net deferred income tax asset (liability)	$	11,924	$	(8,675)

At December 31, 2020, the Company has federal or state net operating loss carryforwards attributable to DMS, Inc. in the amount of $579 thousand. At December 31, 2020, the Company has an expected foreign tax credit carryforward of $63 thousand which would expire at December 31, 2030, unless utilized.

We record a deferred tax asset if we believe that it is more likely than not that we will realize a future tax benefit. Ultimate realization of any deferred tax asset is dependent on our ability to generate sufficient future taxable income in the appropriate tax jurisdiction before the expiration of carryforward periods, if any. Our assessment of deferred tax asset realizability considers

many different factors including historical and projected operating results, the reversal of existing deferred tax liabilities that provide a source of future taxable income, the impact of current tax planning strategies and the availability of future tax planning strategies. We establish a valuation allowance against any deferred tax asset for which we are unable to conclude that realizability is more likely than not. This is inherently judgmental, since we are required to assess many different factors and evaluate as much objective evidence as we can in reaching an overall conclusion. The particularly sensitive component of our evaluation is our projection of future operating results since this relies heavily on our estimates of future revenue and expense levels by tax jurisdiction.

Tax Receivable Agreement

In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of the Business Combination, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheet.

As of December 31, 2020, the total amount of liability under the Tax Receivable Agreement was $16.3 million, of which $510 thousand was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet.

CARES Act

On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” was signed into law. The CARES Act includes income tax provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company benefited from the deferral of payroll taxes and is still evaluating all the impacts of the CARES Act on our business.

EARNINGS (LOSS) PER SHARE

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

EARNINGS (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE (AS RESTATED)

Prior to the Business Combination, the membership structure of DMSH included units which had profit interests. The Company analyzed the calculation of earnings 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 consolidated financial statements. Therefore, earnings (loss) per share information has not been presented for periods prior to the Business Combination on July 15, 2020. The basic and diluted earnings (loss) per share for the year ended December 31, 2020 represent only the period of July 15, 2020 to December 31, 2020. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A Common Stock:


	As Restated Three Months Ended December 31, 2020		As Restated Year Ended December 31, 2020
Numerator:
Net income (loss)	$	(17,867)	$	(13,714)
Less: Net income (loss) attributable to DMSH prior to the Business Combination	—		(1,345)
Less: Net income (loss) attributable to non-controlling interests subsequent to the Business Combination	(7,481)		(5,018)
Net income (loss) (post business combination) attributable to DMS Inc.	$	(10,386)	$	7,351
Denominator:
Weighted-average shares of Class A Common Stock outstanding - basic and diluted	32,369		32,335

Earnings per share of Class A Common Stock - basic and diluted	$	(0.32)	$	0.23

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

At December 31, 2020, the Company excluded 26.0 million shares of Class B Common Stock, 14.0 million Public and Private warrants, 1.8 million shares of restrictive stock units and stock options, and the DMSH Units issued in the SmarterChaos acquisition as their effect would have been anti-dilutive.

QUARTERLY FINANCIAL DATA (UNAUDITED)

12 Months Ended

Dec. 31, 2020

Quarterly Financial Information Disclosure [Abstract]

QUARTERLY FINANCIAL DATA (UNAUDITED)

QUARTERLY FINANCIAL DATA (UNAUDITED) (AS RESTATED)

The following table provides quarterly information for the years ended December 31, 2020 and 2019 (In thousands, except per share amounts):


	Three Months Ended
	March 31,		June 30,		September 30, As Restated		December 31, As Restated
2020
Net revenue	$	72,728	$	75,196	$	82,829	$	102,103
Cost of revenue (exclusive of depreciation and amortization shown separately below)	$	50,159	$	52,402	$	57,777	$	74,393

Net income (loss)	$	757	$	2,134	$	1,262	$	(17,867)
Net income (loss) attributable to non-controlling interest	$	—	$	—	$	2,463	$	(7,481)
Net income attributable to Digital Media Solutions, Inc.	$	757	$	2,134	$	(1,201)	$	(10,386)
Earnings per share - Basic	N/A		N/A		$	(0.04)	$	(0.32)
Earnings per share - Diluted	N/A		N/A		$	(0.04)	$	(0.32)

	Three Months Ended
	March 31,		June 30,		September 30,		December 31,
2019
Net revenue	$	57,822	$	57,745	$	57,575	$	65,154
Cost of revenue (exclusive of depreciation and amortization shown separately below)	$	39,118	$	38,865	$	39,101	$	33,450
Net income (loss)	$	606	$	(111)	$	(9,492)	$	(2,233)
Net income (loss) attributable to non-controlling interest	$	—	$	—	$	—	$	—
Net income attributable to Digital Media Solutions, Inc.	$	606	$	(111)	$	(9,492)	$	(2,233)
Earnings per share - Basic	N/A		N/A		N/A		N/A
Earnings per share - Diluted	N/A		N/A		N/A		N/A

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements

In lieu of filing amended quarterly reports on Form 10-Q, the following tables represent our restated unaudited condensed consolidated financial statements for each of the quarters during the year ended December 31, 2020, affected by the restatement. See Note 1, Restatement of Previously Issued Consolidated Financial Statements, for additional information.

We have presented a reconciliation from our prior unaudited interim periods, as previously reported, to the restated amounts. The amounts as previously reported were derived from our Quarterly Report on Form 10-Q for the interim period ending September 30, 2020, and from the Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

The following represents the reconciliation of our unaudited interim Consolidated Balance Sheets as of September 30, 2020;


	September 30, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Balance Sheets:
Private Placement Warrant liabilities	$	—	$	9,400	$	9,400
Total liabilities	$	263,665	$	9,400	$	273,065

Additional paid-in-capital	$	(43,145)	$	(7,126)	$	(50,271)
Retained earnings	$	5,342	$	1,898	$	7,240
Total stockholders' deficit	$	(37,797)	$	(5,228)	$	(43,025)
Non-controlling interest	$	(32,873)	$	(4,172)	$	(37,045)
Total deficit	$	(70,670)	$	(9,400)	$	(80,070)

The following represents the reconciliation of our unaudited interim Consolidated Statement of Operations for the three months ended September 30, 2020 and December 31, 2020 and nine months ended September 30, 2020, “As restated” periods);


	Three Months Ended September 30, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
General and administrative expenses	$	6,407	$	400	$	6,807
Income (loss) from operations	$	2,879	$	400	$	2,479
Change in fair value of warrant liabilities	$	—	$	(3,840)	$	(3,840)
Income (loss) from operations before income taxes	$	(542)	$	3,440	$	2,898
Net income (loss)	$	(2,178)	$	3,440	$	1,262
Net loss attributable to non-controlling interest	$	(3,315)	$	5,777	$	2,463
Net income (loss) attributable to Digital Media Solutions, Inc.	$	1,137	$	(2,338)	$	(1,201)

Earnings per share (loss) attributable to Digital Media Solutions, Inc.:
Basic and diluted	$	0.04	$	(0.03)	$	0.01
Weighted-average shares outstanding - basic and diluted	32,294				32,294


	Three Months Ended December 31, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
Change in fair value of warrant liabilities	$	—	$	12,680	$	12,680
Income (loss) from operations before income taxes	$	(4,003)	$	(12,680)	$	(16,683)
Net income (loss)	$	(5,187)	$	(12,680)	$	(17,867)
Net loss attributable to non-controlling interest	$	(1,798)	$	(5,683)	$	(7,481)
Net income (loss) attributable to Digital Media Solutions, Inc.	$	(3,389)	$	(6,997)	$	(10,386)

Earnings per share (loss) attributable to Digital Media Solutions, Inc.:
Basic and diluted	$	(0.10)	$	(0.22)	$	(0.32)
Weighted-average shares outstanding - basic and diluted	32,369				32,369


	Nine Months Ended September 30, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
General and administrative expenses	$	16,356	$	400	$	16,756
Income (loss) from operations	$	13,316	$	(400)	$	12,916
Change in fair value of warrant liabilities	$	—	$	(3,840)	$	(3,840)
Income (loss) from operations before income taxes	$	2,614	$	3,440	$	6,054
Net income (loss)	$	713	$	3,440	$	4,153
Net loss attributable to non-controlling interest	$	(424)	$	2,887	$	2,463
Net income (loss) attributable to Digital Media Solutions, Inc.	$	1,137	$	553	$	1,690

Earnings per share (loss) attributable to Digital Media Solutions, Inc.:
Basic and diluted	$	0.04	$	0.05	$	0.09
Weighted-average shares outstanding - basic and diluted	32,294				32,294

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On February, 1, 2021, the Company and Monroe Capital Management Advisors entered into Amendment No. 5 Credit Agreement to add the acquisitions of Aimtell, Inc, PushPros Inc, and Aramis Interactive, LLC, as Permitted Acquisition. On February 1, 2021, the Company completed the acquisition of Aimtell, Inc. (“Aimtell”), PushPros Inc. (“PushPros”), and Aramis Interactive, LLC (“Aramis”). Aimtell and PushPros are mobile and web push notification technology and solutions companies and Aramis is a network of owned-and-operated websites that leverages the Aimtell and PushPros technologies and relationships. The Company paid consideration of $20 million upon closing of the transaction, consisting of $5 million cash and Class A Common Stock valued at $15 million. The transaction also includes up to $15 million in contingent consideration to be earned over the next three years, subject to the acquired companies reaching certain milestones. The contingent consideration can be paid in cash or stock at the election of the Company.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

12 Months Ended

Dec. 31, 2020

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

SCHEDULE II

DIGITAL MEDIA SOLUTIONS, INC.

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

SUPPLEMENTAL SCHEDULE

(IN THOUSANDS)


Column A		Column B		Column C				Column D		Column E
Description		Balance at Beginning of Period		Charge to Costs and Expenses		Charged to Other Accounts		Deductions		Balance at End of Period
Accounts receivable reserves	2019	$	952	836		220		1,067		$	941
	2020	$	941	$	3,039	$	—	$	859	$	3,121

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of presentation	Basis of PresentationThese consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the SEC.
Principles of consolidation	Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 55.5% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination) retained approximately 44.5% of the membership interest in DMSH (“non-controlling interests”). The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity.
Use of estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of net assets acquired in business combinations, loss contingencies, asset impairments, deferred taxes and amounts associated with the Tax Receivable Agreement related to the Business Combination.
Revenue recognition	Revenue recognition The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606, Revenue from Contracts with Customers: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients are subjected to a credit review process that evaluates the clients’ financial position and the ability and intention to pay. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers and strategic partners that we engage with to generate targeted marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. Other than certain of its managed services arrangements, the Company is the principal in the transaction. For the transactions where the Company is the principal, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. Customer acquisition The Company’s performance obligation for Customer acquisition contracts is to deliver an unspecified number of potential customers or leads (i.e., number of clicks, emails, calls and applications) to the customer in real-time, on a daily basis as the leads are generated, based on predefined qualifying characteristics specified by our customer. The contracts generally have a one-month term and the Company has an enforceable right to payment for all leads delivered to the customer. The Company’s customers simultaneously receive and consume the benefits provided, as the Company satisfies its performance obligations. The Company recognizes revenue as the performance obligations are satisfied over time. When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized and the corresponding amounts are recorded as unbilled revenue (i.e., contract assets) within Accounts receivable, net on the consolidated balance sheets. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. Managed services The Company’s performance obligation for Managed service contracts is to provide continuous service of managing the customer’s media spend for the purpose of generating leads through a third-party supplier of leads, as requested by our customer. Each month of service is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligation is satisfied each month and there is no estimation of revenue required at each reporting period for managed services contracts. The Company enters into agreements with internet search companies, third-party publishers and/or strategic partners to generate customer acquisition services for their Managed service customers. The Company receives a fee from its customers and separately pays a fee to the internet search companies, third-party publishers and/or strategic partners. The third-party supplier is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer. Therefore, in certain cases, the Company acts as the agent and the net fees earned by the Company are recorded as revenue, with no associated costs of revenue attributable to the Company. Software services The Company’s performance obligation for Software services contracts is to provide the customer with continuous, daily access to the Company’s proprietary software. Service provided each month is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligations are satisfied each month and there is no estimation of revenue required at each reporting period for Software services contracts. The Company derives revenue primarily through the delivery of various types of services, including: customer acquisition, managed services and software as a service (“SaaS”). The Company recognizes revenue when the promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company has elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized in the amount to which the Company has the right to invoice for services performed. The Company has organized its operations into three reportable segments: Brand-Direct, Marketplace and Other. The Brand Direct reportable segment consists of services delivered against our customer’s brand, while the Marketplace reportable segment includes services delivered directly against the DMS brand. In the Other reportable segment, services offered by the Company include software services and digital media services that are managed on behalf of the customer. Corporate and other represents other business activities and include eliminating entries. Management uses these segments to evaluate the performance of its businesses and to assess its financial results and forecasts.
Cost of revenue	Cost of revenue Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition. These media costs are used primarily to drive user traffic to the Company’s and its clients’ media properties. Cost of revenue additionally consists of indirect costs such as data verification, hosting and fulfillment costs. Cost of revenue is presented exclusive of depreciation and amortization expenses, as well as salaries and related costs.
Cash and cash equivalents	Cash and cash equivalentsThe Company considers highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of the purchase to be cash equivalents. The Company’s cash is primarily held as cash deposits with no cash restrictions at retail and commercial banks.
Accounts receivable, net	Accounts receivable, netAccounts receivables are recorded net of the allowance for doubtful accounts. Management determines the allowance for doubtful accounts based on factors including past write-offs and delinquency trends and current credit conditions. Accounts are written off when management determines that collection is unlikely.
Property and equipment, net	Property and equipment, net Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment consist of computer and office equipment, furniture and fixtures and leasehold improvements, which are depreciated on a straight-line basis over the estimated useful lives of the assets. Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment, for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. If such events or circumstances are present, a loss is recognized to the extent the carrying value of the asset is in excess of estimated fair value.
Software development costs	Software development costs Costs for software developed for internal use are capitalized as intangible assets on the Consolidated Balance Sheets during the preliminary stage and post-implementation stages and any initial research and development and maintenance costs are expensed as incurred. Costs incurred in the application development stage are capitalized when the internal use software is placed in service, and amortized over the estimated economic life of the software from the date of implementation. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including estimated economic life. Capitalized software development costs are amortized on a straight line basis over 3 years, an estimated useful life.
Goodwill and other intangible assets	Goodwill and other intangible assets As of the acquisition date, the Company measures and recognizes goodwill as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any non-controlling interest in the acquiree (if any), and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of net assets acquired and liabilities assumed. Goodwill acquired in Business Combinations is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date. On an annual basis, the Company performs a qualitative assessment of goodwill to determine whether it is necessary to perform a quantitative impairment test or more frequently upon the occurrence of certain triggering events or substantive changes in circumstances. The Company is only required to perform the annual quantitative goodwill impairment test if it is concluded that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Finite-lived intangible assets primarily consist of software with related technology, customer relationships, non-competition agreements and brand. These assets are initially capitalized based on fair value, acquisition cost, and fair value, if acquired as part of a business combination. The related costs are subsequently amortized on a straight-line basis over the estimated useful lives of the assets. The Company tests intangible assets with finite useful lives for impairment when a triggering event occurs, or circumstances change indicating that the fair value of the entity may be below its carrying amount. If no triggering event occurs, further impairment testing is not necessary.
Contingencies and Contingent consideration, Private Placement Warrants Liabilities	Private Placement Warrants Liabilities The Company Private Placement Warrants are not redeemable by the Company so long as they are held by Sponsor or its permitted transferees. Sponsor, or its permitted transferees, has the option to exercise the Company Private Placement Warrants on a cashless basis. Except for the forgoing, the Company Private Placement Warrants have terms and provisions that are identical to those of the Company Public Warrants. If the Company Private Placement Warrants are held by holders other than Sponsor or its permitted transferees, the Company Private Placement Warrants will be redeemable by Company and exercisable by the holders on the same basis as the Company Public Warrants. See Note 10. Equity for description of the Public Warrants’ terms. The Private Placement Warrants meet the definition of a derivative under ASC 815. The Private Placement Warrants are recorded as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of earnings (loss) at each reporting date. The Company estimates the Private Placement Warrants fair value using a Black-Scholes-Merton option pricing model using a combination of the historical share price volatility of the Company’s and other similar companies’ share prices and the implied volatility of the public warrants, market price and exercise price and the remaining life of the Private Placement Warrants.
Business combinations	Business combinations Under the acquisition method of accounting, the Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. As a result, actual results may differ from these estimates. During the measurement period, the Company may record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings. At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company also measures the fair values of all non-contractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or a liability. Acquisition related costs not considered part of the consideration are expensed as incurred. Contingent consideration The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. If the contingent consideration is payable in cash, the Company classifies its contingent consideration as a liability. Contingent consideration payments related to acquisitions are measured at fair value at each reporting period using Level 3 unobservable inputs. The Company’s estimates of fair value are based upon projected cash flow, estimated volatility and other inputs but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in income from operations in the consolidated statements of operations.
Fair value measurement	Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In most cases, the exit price and transaction (or entry) price will be the same at initial recognition. In this case, the fair value of financial instruments approximate fair value. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability. • Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities. • Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. • Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The fair value of the contingent consideration was determined using a Monte Carlo fair value analysis based on estimated performance and the probability of achieving certain targets. As certain inputs are not observable in the market, the contingent consideration is classified as a Level 3 instrument.
Advertising costs	Advertising costsAll advertising, promotional and marketing costs are expensed when incurred.
Stock-based compensation	Stock-based compensation Stock-based compensation is measured using the grant-date fair value of the award of equity instruments, including stock options and restricted stock units (“RSUs”). The expense is recognized over the requisite service period and forfeitures are recognized as incurred. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility in the fair market value of the Company’s common stock, a risk-free interest rate and expected dividends. The Company uses the simplified calculation of expected life as the contractual term for options of 10 years is longer than the Company has been publicly traded. The Company does not have enough historical perspective to estimate its volatility of its publicly traded shares or units. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution.
Income taxes	Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. DMSH, the Company’s accounting predecessor, is a limited liability company treated as a partnership for U.S. federal income tax purposes and is not subject to entity-level U.S. federal income tax, except with respect to UE, which was acquired in November 2019. Because UE is treated as a corporation for U.S. federal income tax purposes, it is subject to entity-level U.S. federal income tax. As a result of the Business Combination, Blocker’s allocable share of earnings from DMSH are also subject to U.S. federal and state and local income taxes. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of the Business Combination, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheet. As of December 31, 2020, the total amount of under the Tax Receivable Agreement was $16.3 million, of which $510 thousand was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet.
Earnings per share	Earnings per share Basic earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc., adjusted for the assumed exchange of all potentially dilutive securities, including the Private Placement Warrants’ fair value adjustments recognized in earnings, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities, to the extent their inclusion is dilutive earnings per share. Prior to the Business Combination, the membership structure of DMSH included units which had profit interests. The Company analyzed the calculation of earnings 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 consolidated financial statements. Therefore, earnings per share information has not been presented for the year ended December 31, 2019 and January 1, 2020 through July 15, 2020, the Business Combination date.
New accounting standards	New Accounting Standards Accounting Standards Recently Adopted In January 2020, the Company adopted FASB ASU 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Standards Not Yet Adopted The Company qualifies as an “emerging growth company” and thus, has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance related to reference rate reform, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference LIBOR and are affected by reference rate reform. The Company adopted the standard effective March 31, 2020 and elected the expedient to prospectively adjust the effective interest rate when LIBOR is replaced. We do not expect this standard to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued authoritative guidance ASC 842, Lease Accounting, regarding the accounting for leases, and has since issued subsequent updates to the initial guidance. The amended guidance requires the recognition of assets and liabilities for operating leases. The standard was initially effective for annual and interim reporting periods beginning after December 15, 2019. However, in November 2019, the FASB issued amended guidance, which defers for Emerging Growth Companies (“EGC”) the effective date for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The standard must be adopted using a modified retrospective transition. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets, recognizing assets and related lease liabilities, which may or may not have a material impact on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued authoritative guidance regarding customer's accounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. These amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). We plan to address which costs should be capitalized, including the cost to acquire the license and the related implementation costs. When we evaluate potential capitalization costs, we will consider external direct costs of materials, third-party service fees to develop the software, costs to obtain software from third-parties, and coding and testing fees directly related to software product. We are permitted to apply either a retrospective or prospective transition approach to adopt this guidance. If the prospective transition is chosen, we will apply the transition requirements to eligible costs incurred after adoption. The guidance is effective for annual periods beginning in 2021 and interim periods in 2022. We are currently evaluating the impact on our consolidated financial statements. In June 2016, the FASB issued authoritative guidance on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a current expected credit loss model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for EGC fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements.

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

The impact of this correction for the financial statement line items impacted as of and for the year ended December 31, 2020, is as follows (in millions, except per share data):


	Twelve Months Ended December 31, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
General and administrative expenses	$	29,620	$	400	$	30,020
Income (loss) from operations	$	12,351	$	400	$	11,951
Change in fair value of warrant liabilities	$	—	$	8,840	$	8,840
Income (loss) before income taxes	$	(1,389)	$	(9,240)	$	(10,629)
Net income (loss)	$	(4,474)	$	(9,240)	$	(13,714)
Net income (loss) attributable to non-controlling interest	$	(2,222)	$	(2,796)	$	(5,018)
Net income (loss) attributable to Digital Media Solutions, Inc.	$	(2,252)	$	(6,444)	$	(8,696)


Earnings (loss) per share:
Basic and diluted	$	(0.07)	$	(0.16)	$	(0.23)
Weighted-average shares outstanding - basic and diluted	32,335		32,335		32,335


	December 31, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Balance Sheets:
Private Placement Warrant liabilities	$	—	$	22,080	$	22,080
Total liabilities	$	276,025	$	22,080	$	298,105

Additional paid-in-capital	$	(40,901)	$	(7,126)	$	(48,027)
Retained earnings	$	1,953	$	(5,099)	$	(3,146)
Total stockholders' deficit	$	(38,942)	$	(12,225)	$	(51,167)
Non-controlling interest	$	(34,663)	$	(9,855)	$	(44,518)
Total deficit	$	(73,605)	$	(22,080)	$	(95,685)

The following represents the reconciliation of our unaudited interim Consolidated Balance Sheets as of September 30, 2020;


	September 30, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Balance Sheets:
Private Placement Warrant liabilities	$	—	$	9,400	$	9,400
Total liabilities	$	263,665	$	9,400	$	273,065

Additional paid-in-capital	$	(43,145)	$	(7,126)	$	(50,271)
Retained earnings	$	5,342	$	1,898	$	7,240
Total stockholders' deficit	$	(37,797)	$	(5,228)	$	(43,025)
Non-controlling interest	$	(32,873)	$	(4,172)	$	(37,045)
Total deficit	$	(70,670)	$	(9,400)	$	(80,070)


	Three Months Ended September 30, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
General and administrative expenses	$	6,407	$	400	$	6,807
Income (loss) from operations	$	2,879	$	400	$	2,479
Change in fair value of warrant liabilities	$	—	$	(3,840)	$	(3,840)
Income (loss) from operations before income taxes	$	(542)	$	3,440	$	2,898
Net income (loss)	$	(2,178)	$	3,440	$	1,262
Net loss attributable to non-controlling interest	$	(3,315)	$	5,777	$	2,463
Net income (loss) attributable to Digital Media Solutions, Inc.	$	1,137	$	(2,338)	$	(1,201)

Earnings per share (loss) attributable to Digital Media Solutions, Inc.:
Basic and diluted	$	0.04	$	(0.03)	$	0.01
Weighted-average shares outstanding - basic and diluted	32,294				32,294


	Three Months Ended December 31, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
Change in fair value of warrant liabilities	$	—	$	12,680	$	12,680
Income (loss) from operations before income taxes	$	(4,003)	$	(12,680)	$	(16,683)
Net income (loss)	$	(5,187)	$	(12,680)	$	(17,867)
Net loss attributable to non-controlling interest	$	(1,798)	$	(5,683)	$	(7,481)
Net income (loss) attributable to Digital Media Solutions, Inc.	$	(3,389)	$	(6,997)	$	(10,386)

Earnings per share (loss) attributable to Digital Media Solutions, Inc.:
Basic and diluted	$	(0.10)	$	(0.22)	$	(0.32)
Weighted-average shares outstanding - basic and diluted	32,369				32,369


	Nine Months Ended September 30, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
General and administrative expenses	$	16,356	$	400	$	16,756
Income (loss) from operations	$	13,316	$	(400)	$	12,916
Change in fair value of warrant liabilities	$	—	$	(3,840)	$	(3,840)
Income (loss) from operations before income taxes	$	2,614	$	3,440	$	6,054
Net income (loss)	$	713	$	3,440	$	4,153
Net loss attributable to non-controlling interest	$	(424)	$	2,887	$	2,463
Net income (loss) attributable to Digital Media Solutions, Inc.	$	1,137	$	553	$	1,690

Earnings per share (loss) attributable to Digital Media Solutions, Inc.:
Basic and diluted	$	0.04	$	0.05	$	0.09
Weighted-average shares outstanding - basic and diluted	32,294				32,294

REVENUE (Tables)

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Abstract]

DISAGGREGATION OF REVENUE

The following tables present the disaggregation of revenue by reportable segment and type of service (in thousands):


	Brand Direct		Marketplace		Other		Corporate and Other		Total
Year ended December 31, 2020
Net revenue:
Customer acquisition	$	179,681	$	155,999	$	—	$	(30,051)	$	305,630
Managed services	17,869		—		6,139		—		24,008
Software services	—		—		3,218		—		3,218
Total Net revenue	$	197,550	$	155,999	$	9,357	$	(30,051)	$	332,856
Year ended December 31, 2019
Net revenue:
Customer acquisition	$	162,648	$	73,398	$	—	$	(15,437)	$	220,609
Managed services	12,090		—		2,533		—		14,623
Software services	—		—		3,064		—		3,064
Total Net revenue	$	174,738	$	73,398	$	5,597	$	(15,437)	$	238,296

REPORTABLE SEGMENTS (Tables)

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT

The following tables are a reconciliation of the operations of our segments to income from operations (in thousands):


	Year ended December 31, 2020
	Brand Direct		Marketplace		Other		Corporate and Other		As Restated Total
Net revenue	$	197,550	$	155,999	$	9,357	$	(30,051)	$	332,856
Cost of revenue	151,526		109,921		3,335		(30,051)		234,731
Gross profit	$	46,024	$	46,078	$	6,022	$	—	$	98,125
Salaries and related costs									33,386
General and administrative expenses									30,020
Acquisition costs									4,814
Depreciation and amortization									17,954
Income from operations									$	11,951


	Year ended December 31, 2019
	Brand Direct		Marketplace		Other		Corporate and Other		Total
Net revenue	$	174,738	$	73,398	$	5,597	$	(15,437)	$	238,296
Cost of revenue	130,429		46,613		113		(15,580)		161,575
Gross profit	$	44,309	$	26,785	$	5,484	$	143	$	76,721
Salaries and related costs									27,978
General and administrative expenses									19,927
Acquisition costs									19,234
Depreciation and amortization									9,745
Loss from operations									$	(163)

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

The following table presents major classifications of property and equipment and the related useful lives (in thousands, except useful lives):


		December 31,
	Useful Lives	2020		2019
Computers and office equipment	3 years	$	1,684	$	1,750
Furniture and fixtures	5 years	305		901
Leasehold improvements	7 years	320		503
Software development costs	3 years	18,913		8,798
Total		21,222		11,952
Less: Accumulated depreciation and amortization		(6,206)		(3,224)
Property and equipment, net		$	15,016	$	8,728

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF GOODWILL

Changes in the carrying value of goodwill, by reportable segment, were as follows (in thousands):


	Brand Direct		Marketplace		Other		Total
Balance, January 1, 2019	$	8,616	$	2,937	$	550	$	12,103
Additions (Note 8)	—		29,723		—		29,723
Balance, December 31, 2019	8,616		32,660		550		41,826
Additions (Note 8)	—		—		3,078		3,078
Balance, December 31, 2020	$	8,616	$	32,660	$	3,628	$	44,904

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS

Finite-lived intangible assets consisted of the following (in thousands):


		December 31, 2020						December 31, 2019
	Amortization Period (Years)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Intangible assets subject to amortization:
Technology	3 to 5	$	48,008	$	(21,454)	$	26,554	$	47,946	$	(9,751)	$	38,195
Customer relationships	1 to 12	21,794		(6,749)		15,045		19,583		(3,078)		16,505
Brand	1 to 5	4,295		(961)		3,334		4,187		(2,556)		1,631
Non-competition agreements	3	2,105		(591)		1,514		1,815		(211)		1,604
Total		$	76,202	$	(29,755)	$	46,447	$	73,531	$	(15,596)	$	57,935

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE

Amortization expense relating to intangible assets subject to amortization for each of the next five years and thereafter is estimated to be as follows (in thousands):


	2021		2022		2023		2024		2025 and Thereafter
Amortization expense	$	13,058	$	12,154	$	9,134	$	6,585	$	5,474

DEBT (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

SCHEDULE OF LONG-TERM DEBT INSTRUMENTS

The following table presents the components of outstanding debt (in thousands):


	December 31, 2020		December 31, 2019
Term loan	$	190,541	$	194,810
Revolving credit facility	4,000		5,000
Delayed draw term loan	8,236		8,429
Notes payable- insurance premium	1,074		—
Total debt	203,851		208,239
Unamortized debt issuance costs	(2,293)		(3,041)
Debt, net	201,558		205,198
Current portion of long-term debt	(7,967)		(4,150)
Long-term debt	$	193,591	$	201,048

SCHEDULE OF MATURITIES OF LONG-TERM DEBT

The scheduled maturities of our total debt are estimated as follows at December 31, 2020 (in thousands):


(in thousands)
2021	$	7,967
2022	8,000
2023	187,884
2024	—
2025 and thereafter	—
	$	203,851

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

The following table presents the fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands):


	July 16, 2020
Goodwill	$	3,078

Brand	277

Customer relationships (1)	2,500
Accounts receivable	576
Other assets acquired	30
Liabilities assumed	(662)

Net assets acquired	$	5,799

The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands):


	November 1, 2019
Goodwill	$	29,723
Technology	26,000
Brand	690
Non-competition agreements	1,520
Customer relationships	10,300
Other assets acquired	6,393
Liabilities assumed	(9,045)
Deferred tax liability	(8,961)
Net assets acquired	$	56,620

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Private Placement Warrants Valuation Inputs

The Fair Value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes-Merton option pricing model. The significant assumptions were as follows:


	December 31, 2020
Private Placement Warrants Fair Value Per Share	$	5.52
Private Placement Warrant valuation inputs:
Stock price	$	12.04
Strike price	$	11.50
Remaining contractual term in years	4.54
Estimated volatility of Class A Common Stock	55.0		%
Risk free interest rate	0.32		%

FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING


		December 31, 2020
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Liabilities:
Private Placement Warrant liabilities	Total liabilities	$	—	$	—	$	22,080	$	22,080
Total		$	—	$	—	$	22,080	$	22,080

The following table presents assets and liabilities measured at fair value on a recurring basis (in thousands):



		December 31, 2019
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Liabilities:
Contingent consideration	Contingent consideration payable	$	—	$	—	$	1,000	$	1,000
Total		$	—	$	—	$	1,000	$	1,000

FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION


	Level 3
December 31, 2019	$	—
Additions	$	13,240
Changes in fair value	$	8,840
December 31, 2020	$	22,080

The following table represents the change in the contingent consideration (in thousands):


	Level 3
December 31, 2018	$	10,073
Additions	—
Changes in fair value	13,841
Settlements	(22,914)
December 31, 2019	$	1,000
Additions	—
Changes in fair value	—
Settlements	(1,000)
December 31, 2020	$	—

SCHEDULE OF STOCKHOLDERS EQUITY

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

EQUITY (Tables)

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

The following table sets forth the economic and voting interests of the Company’s common stockholders at December 31, 2020:


Class	Total Shares (1)	Economic Ownership in DMSH (2)		Economic Ownership in DMS Inc. (3)		Voting Ownership in DMS Inc. (4)
Class A Common Stock	32,392,576	55.2	%	100.0	%	55.5	%
Class B Common Stock	25,999,464	44.3	%	—	%	44.5	%

(1) Represents the total number of outstanding shares for each class of DMS Inc. common stock at December 31, 2020. On October 22, 2020, as required by the post-closing working capital adjustment provisions of the Business Combination Agreement, (i) the Company issued (a) 98,783 total additional shares of Class A Common Stock to the Blocker Sellers and (b) 142,394 total additional shares of Class B Common Stock to Prism and Clairvest Direct Seller.
(2) Represents (i) the Class A Common Stockholders’ indirect economic interest in DMSH through their ownership of Class A Common Stock and (ii) the Class B Common Stock holders’ direct economic interest in DMSH through their ownership of DMSH Units. The remaining economic ownership is held by the sellers in SmarterChaos acquisition.
(3) Represents the aggregate economic interest in DMS Inc. through the stockholders' ownership of Class A Common Stock.
(4) Represents the aggregate voting interest in DMS Inc. through the stockholders' ownership of Company common stock.

EMPLOYEE AND DIRECTOR INCENTIVE PLANS (Tables)

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

NONVESTED RESTRICTED STOCK SHARES ACTIVITY

The following table presents the restricted share activity for the year ended December 31, 2020 (in thousands, except price per share):


Restricted Stock Units	Number of Restricted Stock	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2020	—	$	—
Granted	1,245	$	7.31
Forfeited/Canceled	48	$	7.31
Vested	—	$	—
Outstanding at December 31, 2020	1,197	$	7.31
Vested at December 31, 2020	—	—
Exercisable at December 31, 2020	—	—

SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS

The following is the weighted average of the assumptions used in calculating the fair value of the total stock options granted in 2020 using the Black-Scholes method:


Fair market value	$	3.34
Risk-free rate	0.4		%
Dividend yield	—		%
Expected volatility	49.4		%
Expected term (in years)	5.9 years

SHARE-BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY

The following table presents the stock option activity for the year ended December 31, 2020 (in thousands, except price per share):


Stock Options	Number of Stock Options	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term (in Years)	Total Intrinsic Value of Restricted Stock Vested
Outstanding at January 1, 2020	—	$	—	—	$	—
Granted	574	$	3.34	5.9 years	$	—
Exercised	—	$	—	—	$	—
Forfeited/expired	23	$	—	—	$	—
Outstanding at December 31, 2020	551	$	3.34	5.9 years	$	—
Vested at December 31, 2020	—	—		—	—
Exercisable at December 31, 2020	—	—		—	—

SCHEDULE OF NONVESTED SHARE ACTIVITY

The following table presents non-vested shares for the year ended December 31, 2020 (in thousands, except price per share):


Non-vested Shares	Shares (000)	Weighted-Average Grant Date Fair Value
Non-vested at January 1, 2020	—	$	—
Granted	1,819	$	7.31
Vested	—	$	—
Forfeited	71	$	7.31
Non-vested at December 31, 2020	1,748	$	7.31

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

LESSEE, OPERATING LEASE, LIABILITY, MATURITY

At December 31, 2020, the future minimum lease payments for the Company were comprised of the following (in thousands):


Year Ending December 31:
2021	$	1,815
2022	1,787
2023	1,845
2024	1,418
2025	404
Thereafter	—
Total	$	7,269

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)

The provision (benefit) for income taxes consist of the following (in thousands):


	Years Ended December 31,
	2020		2019
Current:
Federal	$	3,101	137
State	216		—
Foreign	248		—
Total Current	3,565		137
Deferred
Federal	69		—
State	(549)		—
Foreign	—		—
Total Deferred	(480)		—
Provision for income taxes	$	3,085	$	137

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

The provision for income taxes shown above varies from the statutory federal income tax rate for those periods as follows (in thousands):


	Years Ended December 31,
	2020 As Restated		2019

Tax provision (benefit) from federal statutory rate	$	(2,190)	$	(2,330)
Tax on income not subject to entity level federal income tax	1,897		2,467
State income taxes, net of federal tax effect	(280)		—
Warrant liability fair value change	1,856		—
Other permanent adjustments	434		—
True-ups and other	(465)		—
Foreign tax credit	(63)		—
Undistributed earnings	823		—
Canadian tax expense	261		—
Valuation Allowance	812		—
Tax provision	$	3,085	$	137

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets and liabilities are composed of the following (in thousands):


	Years Ended December 31,
	2020		2019
	(In thousands)
Deferred income tax assets:
Investment in DMS Holdings LLC	$	30,017	$	—
Reserve accruals	140		57
Charitable contributions	9		—
Interest carryforward	1,158		—
Tax credit carryforwards	63		—
Property and equipment	—		522
Net operating loss	150		—
Total gross deferred income tax assets	31,537		579
Less: Valuation allowance	(11,626)		—
Total deferred income tax assets	19,911		$	579
Deferred income tax liabilities:
Intangibles	(6,971)		(9,254)
Property and equipment	(193)		—
Undistributed earnings	(823)		—
Total deferred income tax liabilities	(7,987)		(9,254)
Net deferred income tax asset (liability)	$	11,924	$	(8,675)

EARNINGS (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A Common Stock:


	As Restated Three Months Ended December 31, 2020		As Restated Year Ended December 31, 2020
Numerator:
Net income (loss)	$	(17,867)	$	(13,714)
Less: Net income (loss) attributable to DMSH prior to the Business Combination	—		(1,345)
Less: Net income (loss) attributable to non-controlling interests subsequent to the Business Combination	(7,481)		(5,018)
Net income (loss) (post business combination) attributable to DMS Inc.	$	(10,386)	$	7,351
Denominator:
Weighted-average shares of Class A Common Stock outstanding - basic and diluted	32,369		32,335

Earnings per share of Class A Common Stock - basic and diluted	$	(0.32)	$	0.23

QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2020

Quarterly Financial Information Disclosure [Abstract]

QUARTERLY FINANCIAL INFORMATION

The following table provides quarterly information for the years ended December 31, 2020 and 2019 (In thousands, except per share amounts):


	Three Months Ended
	March 31,		June 30,		September 30, As Restated		December 31, As Restated
2020
Net revenue	$	72,728	$	75,196	$	82,829	$	102,103
Cost of revenue (exclusive of depreciation and amortization shown separately below)	$	50,159	$	52,402	$	57,777	$	74,393

Net income (loss)	$	757	$	2,134	$	1,262	$	(17,867)
Net income (loss) attributable to non-controlling interest	$	—	$	—	$	2,463	$	(7,481)
Net income attributable to Digital Media Solutions, Inc.	$	757	$	2,134	$	(1,201)	$	(10,386)
Earnings per share - Basic	N/A		N/A		$	(0.04)	$	(0.32)
Earnings per share - Diluted	N/A		N/A		$	(0.04)	$	(0.32)

	Three Months Ended
	March 31,		June 30,		September 30,		December 31,
2019
Net revenue	$	57,822	$	57,745	$	57,575	$	65,154
Cost of revenue (exclusive of depreciation and amortization shown separately below)	$	39,118	$	38,865	$	39,101	$	33,450
Net income (loss)	$	606	$	(111)	$	(9,492)	$	(2,233)
Net income (loss) attributable to non-controlling interest	$	—	$	—	$	—	$	—
Net income attributable to Digital Media Solutions, Inc.	$	606	$	(111)	$	(9,492)	$	(2,233)
Earnings per share - Basic	N/A		N/A		N/A		N/A
Earnings per share - Diluted	N/A		N/A		N/A		N/A

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements

The following represents the reconciliation of our unaudited interim Consolidated Balance Sheets as of September 30, 2020;


	September 30, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Balance Sheets:
Private Placement Warrant liabilities	$	—	$	9,400	$	9,400
Total liabilities	$	263,665	$	9,400	$	273,065

Additional paid-in-capital	$	(43,145)	$	(7,126)	$	(50,271)
Retained earnings	$	5,342	$	1,898	$	7,240
Total stockholders' deficit	$	(37,797)	$	(5,228)	$	(43,025)
Non-controlling interest	$	(32,873)	$	(4,172)	$	(37,045)
Total deficit	$	(70,670)	$	(9,400)	$	(80,070)


	Three Months Ended September 30, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
General and administrative expenses	$	6,407	$	400	$	6,807
Income (loss) from operations	$	2,879	$	400	$	2,479
Change in fair value of warrant liabilities	$	—	$	(3,840)	$	(3,840)
Income (loss) from operations before income taxes	$	(542)	$	3,440	$	2,898
Net income (loss)	$	(2,178)	$	3,440	$	1,262
Net loss attributable to non-controlling interest	$	(3,315)	$	5,777	$	2,463
Net income (loss) attributable to Digital Media Solutions, Inc.	$	1,137	$	(2,338)	$	(1,201)

Earnings per share (loss) attributable to Digital Media Solutions, Inc.:
Basic and diluted	$	0.04	$	(0.03)	$	0.01
Weighted-average shares outstanding - basic and diluted	32,294				32,294


	Three Months Ended December 31, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
Change in fair value of warrant liabilities	$	—	$	12,680	$	12,680
Income (loss) from operations before income taxes	$	(4,003)	$	(12,680)	$	(16,683)
Net income (loss)	$	(5,187)	$	(12,680)	$	(17,867)
Net loss attributable to non-controlling interest	$	(1,798)	$	(5,683)	$	(7,481)
Net income (loss) attributable to Digital Media Solutions, Inc.	$	(3,389)	$	(6,997)	$	(10,386)

Earnings per share (loss) attributable to Digital Media Solutions, Inc.:
Basic and diluted	$	(0.10)	$	(0.22)	$	(0.32)
Weighted-average shares outstanding - basic and diluted	32,369				32,369


	Nine Months Ended September 30, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
General and administrative expenses	$	16,356	$	400	$	16,756
Income (loss) from operations	$	13,316	$	(400)	$	12,916
Change in fair value of warrant liabilities	$	—	$	(3,840)	$	(3,840)
Income (loss) from operations before income taxes	$	2,614	$	3,440	$	6,054
Net income (loss)	$	713	$	3,440	$	4,153
Net loss attributable to non-controlling interest	$	(424)	$	2,887	$	2,463
Net income (loss) attributable to Digital Media Solutions, Inc.	$	1,137	$	553	$	1,690

Earnings per share (loss) attributable to Digital Media Solutions, Inc.:
Basic and diluted	$	0.04	$	0.05	$	0.09
Weighted-average shares outstanding - basic and diluted	32,294				32,294

Schedule of Error Corrections and Prior Period Adjustments

The impact of this correction for the financial statement line items impacted as of and for the year ended December 31, 2020, is as follows (in millions, except per share data):


	Twelve Months Ended December 31, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
General and administrative expenses	$	29,620	$	400	$	30,020
Income (loss) from operations	$	12,351	$	400	$	11,951
Change in fair value of warrant liabilities	$	—	$	8,840	$	8,840
Income (loss) before income taxes	$	(1,389)	$	(9,240)	$	(10,629)
Net income (loss)	$	(4,474)	$	(9,240)	$	(13,714)
Net income (loss) attributable to non-controlling interest	$	(2,222)	$	(2,796)	$	(5,018)
Net income (loss) attributable to Digital Media Solutions, Inc.	$	(2,252)	$	(6,444)	$	(8,696)


Earnings (loss) per share:
Basic and diluted	$	(0.07)	$	(0.16)	$	(0.23)
Weighted-average shares outstanding - basic and diluted	32,335		32,335		32,335


	December 31, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Balance Sheets:
Private Placement Warrant liabilities	$	—	$	22,080	$	22,080
Total liabilities	$	276,025	$	22,080	$	298,105

Additional paid-in-capital	$	(40,901)	$	(7,126)	$	(48,027)
Retained earnings	$	1,953	$	(5,099)	$	(3,146)
Total stockholders' deficit	$	(38,942)	$	(12,225)	$	(51,167)
Non-controlling interest	$	(34,663)	$	(9,855)	$	(44,518)
Total deficit	$	(73,605)	$	(22,080)	$	(95,685)

The following represents the reconciliation of our unaudited interim Consolidated Balance Sheets as of September 30, 2020;


	September 30, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Balance Sheets:
Private Placement Warrant liabilities	$	—	$	9,400	$	9,400
Total liabilities	$	263,665	$	9,400	$	273,065

Additional paid-in-capital	$	(43,145)	$	(7,126)	$	(50,271)
Retained earnings	$	5,342	$	1,898	$	7,240
Total stockholders' deficit	$	(37,797)	$	(5,228)	$	(43,025)
Non-controlling interest	$	(32,873)	$	(4,172)	$	(37,045)
Total deficit	$	(70,670)	$	(9,400)	$	(80,070)


	Three Months Ended September 30, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
General and administrative expenses	$	6,407	$	400	$	6,807
Income (loss) from operations	$	2,879	$	400	$	2,479
Change in fair value of warrant liabilities	$	—	$	(3,840)	$	(3,840)
Income (loss) from operations before income taxes	$	(542)	$	3,440	$	2,898
Net income (loss)	$	(2,178)	$	3,440	$	1,262
Net loss attributable to non-controlling interest	$	(3,315)	$	5,777	$	2,463
Net income (loss) attributable to Digital Media Solutions, Inc.	$	1,137	$	(2,338)	$	(1,201)

Earnings per share (loss) attributable to Digital Media Solutions, Inc.:
Basic and diluted	$	0.04	$	(0.03)	$	0.01
Weighted-average shares outstanding - basic and diluted	32,294				32,294


	Three Months Ended December 31, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
Change in fair value of warrant liabilities	$	—	$	12,680	$	12,680
Income (loss) from operations before income taxes	$	(4,003)	$	(12,680)	$	(16,683)
Net income (loss)	$	(5,187)	$	(12,680)	$	(17,867)
Net loss attributable to non-controlling interest	$	(1,798)	$	(5,683)	$	(7,481)
Net income (loss) attributable to Digital Media Solutions, Inc.	$	(3,389)	$	(6,997)	$	(10,386)

Earnings per share (loss) attributable to Digital Media Solutions, Inc.:
Basic and diluted	$	(0.10)	$	(0.22)	$	(0.32)
Weighted-average shares outstanding - basic and diluted	32,369				32,369


	Nine Months Ended September 30, 2020
	As Reported		Restatement Impact		As Restated
Consolidated Statements of Earnings (Loss):
General and administrative expenses	$	16,356	$	400	$	16,756
Income (loss) from operations	$	13,316	$	(400)	$	12,916
Change in fair value of warrant liabilities	$	—	$	(3,840)	$	(3,840)
Income (loss) from operations before income taxes	$	2,614	$	3,440	$	6,054
Net income (loss)	$	713	$	3,440	$	4,153
Net loss attributable to non-controlling interest	$	(424)	$	2,887	$	2,463
Net income (loss) attributable to Digital Media Solutions, Inc.	$	1,137	$	553	$	1,690

Earnings per share (loss) attributable to Digital Media Solutions, Inc.:
Basic and diluted	$	0.04	$	0.05	$	0.09
Weighted-average shares outstanding - basic and diluted	32,294				32,294

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) segment	Dec. 31, 2019 USD ($)	Sep. 30, 2020 USD ($)
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Number of reportable segments \| segment	3
Allowance for credit loss	$ 3,121	$ 941
Provision for bad debt	3,039	1,550
Advertising expense	$ 1,200	1,600
Award expiration period	10 years
Refund of preclosing taxes to be paid to Sellers	100.00%
Refund of preclosing taxes to be paid to Sellers, period after closing	2 years
Deferred tax asset	$ 11,924
Tax receivable agreement liability, noncurrent	15,760	0
Additional paid-in capital	(48,027)	0	$ (50,271)
Short-term Tax Receivable Agreement liability	510	$ 0
Blocker Corp
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Deferred tax asset	20,100
Income taxes receivable	199
Tax receivable agreement, liability	16,300
Additional paid-in capital	4,000
Short-term Tax Receivable Agreement liability	$ 510
Maximum \| Software Development Costs
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Amortization period	3 years
DMSH
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Equity method investment, ownership percentage	55.50%
Sellers \| DMSH
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners	44.50%

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restatements (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2020

Jun. 30, 2020

Mar. 31, 2020

Dec. 31, 2019

Sep. 30, 2019

Jun. 30, 2019

Mar. 31, 2019

Sep. 30, 2020

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 6,807

$ 16,756

$ 30,020

$ 19,927

2,479

12,916

11,951

(163)

$ 12,680

(3,840)

8,840

(16,683)

2,898

6,054

(10,629)

(11,093)

Net income (loss) attributable to non-controlling interest

(17,867)

1,262

$ 2,134

$ 757

$ (2,233)

$ (9,492)

$ (111)

$ 606

4,153

(13,714)

(11,230)

(7,481)

2,463

(5,018)

Net income (loss) attributable to Digital Media Solutions, Inc.

$ (10,386)

$ (1,201)

$ 2,134

$ 757

(2,233)

$ (9,492)

$ (111)

$ 606

$ 1,690

$ (8,696)

(11,230)

Weighted-average shares outstanding - basic and diluted (in shares)

$ (0.32)

$ 0.01

$ 0.09

$ (0.23)

32,369,000

32,294,000

32,335,000

$ 22,080

$ 9,400

$ 22,080

298,105

273,065

250,363

273,065

298,105

250,363

(48,027)

(50,271)

(48,027)

(3,146)

7,240

(3,146)

(51,167)

(43,025)

(51,167)

(44,518)

(37,045)

(44,518)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

(95,685)

^[1]

(80,070)

$ (106,258)

(80,070)

(95,685)

^[1]

$ (106,258)

$ (73,403)

Warrant

Payments of Stock Issuance Costs

9,850

400

Previously Reported

Error Corrections and Prior Period Adjustments Restatement [Line Items]

6,407

16,356

29,620

2,879

13,316

12,351

(4,003)

(542)

2,614

(1,389)

Net income (loss) attributable to non-controlling interest

(5,187)

(2,178)

713

(4,474)

(1,798)

(3,315)

(424)

(2,222)

Net income (loss) attributable to Digital Media Solutions, Inc.

$ (3,389)

$ 1,137

$ (2,252)

Weighted-average shares outstanding - basic and diluted (in shares)

$ (0.10)

$ 0.04

$ (0.07)

32,369,000

32,294,000

32,335,000

$ 0

276,025

263,665

276,025

(40,901)

(43,145)

(40,901)

1,953

5,342

1,953

(38,942)

(37,797)

(38,942)

(34,663)

(32,873)

(34,663)

Revision of Prior Period, Error Correction, Adjustment

(73,605)

(70,670)

(73,605)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

400

400

(400)

400

12,680

(3,840)

8,840

(12,680)

3,440

(9,240)

Net income (loss) attributable to non-controlling interest

(12,680)

3,440

(9,240)

(5,683)

5,777

2,887

(2,796)

Net income (loss) attributable to Digital Media Solutions, Inc.

$ (6,997)

$ (2,338)

$ 553

$ (6,444)

Weighted-average shares outstanding - basic and diluted (in shares)

$ (0.22)

$ (0.03)

$ 0.05

$ (0.16)

$ 22,080

$ 9,400

$ 22,080

22,080

9,400

22,080

(7,126)

(5,099)

1,898

(5,099)

(12,225)

(5,228)

(12,225)

(9,855)

(4,172)

(9,855)

$ (22,080)

$ (9,400)

$ (22,080)

[1]	As a result of the restatement, the Company’s Proceeds in the Business Combination and Net loss has changed by the fair value of Private Placement Warrant liabilities in Additional Paid-in Capital of $7.1 million, Retained Earnings of $5.1 million and Non-controlling interest of $9.85 million.

BUSINESS COMBINATION (Details) $ in Thousands			12 Months Ended
BUSINESS COMBINATION (Details) $ in Thousands	Oct. 22, 2020 shares	Jul. 15, 2020 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares	Sep. 30, 2020 USD ($)
Business Acquisition [Line Items]
Payments to acquire business \| $			$ 2,799	$ 56,620
Repayments of debt \| $			$ 5,641	2,775
Unit redemption rights ratio			1
Voting ownership in the company			55.20%
Refund of preclosing taxes to be paid to Sellers			100.00%
Refund of preclosing taxes to be paid to Sellers, period after closing			2 years
Deferred tax asset \| $			$ 11,924
Short-term Tax Receivable Agreement liability \| $			510	0
Additional paid-in capital \| $			$ (48,027)	$ 0	$ (50,271)
Common stock outstanding (in shares)			0
Warrants outstanding (in shares)			13,999,998
Blocker Corp
Business Acquisition [Line Items]
Payments to acquire business \| $		$ 57,300
Cash acquired from acquisition \| $		$ 30,000
Unit redemption rights ratio		1
Leo
Business Acquisition [Line Items]
Warrants issued (in shares)		2,000,000.0
Class A Common Stock
Business Acquisition [Line Items]
Economic ownership in company			100.00%
Voting ownership in the company			55.50%
Common stock outstanding (in shares)			32,392,576	0
Class A Common Stock \| Blocker Corp
Business Acquisition [Line Items]
Warrants issued (in shares)		2,000,000.0
Class A Common Stock \| Leo \| IPO
Business Acquisition [Line Items]
Warrants issued (in shares)		10,000,000.0
Class B Common Stock
Business Acquisition [Line Items]
Economic ownership in company			0.00%
Voting ownership in the company			44.50%
Common stock outstanding (in shares)			25,999,464	0
Class B Common Stock \| Blocker Corp
Business Acquisition [Line Items]
Shares issued (in shares)		25,857,070
Class C common stock
Business Acquisition [Line Items]
Common stock outstanding (in shares)			0	0
Class C common stock \| Blocker Corp
Business Acquisition [Line Items]
Shares issued (in shares)		17,937,954
Blocker Corp
Business Acquisition [Line Items]
Deferred tax asset \| $			$ 20,100
Income taxes receivable \| $			199
Tax receivable agreement, liability \| $			16,300
Short-term Tax Receivable Agreement liability \| $			510
Additional paid-in capital \| $			4,000
Acquisition costs \| $			$ 2,400
Line of Credit \| DMSH
Business Acquisition [Line Items]
Repayments of debt \| $		$ 10,000
PIPE Investors \| Class A Common Stock
Business Acquisition [Line Items]
Common stock, subscribed (in shares)		10,424,282
Sale of stock consideration received \| $		$ 100,000
Blocker Corp
Business Acquisition [Line Items]
Other ownership interests, units outstanding (in shares)		32,293,793
Blocker Corp \| Class A Common Stock
Business Acquisition [Line Items]
Shares issued (in shares)	98,783
Prism and Clairvest Direct Seller \| DMSH
Business Acquisition [Line Items]
Economic ownership in company		44.00%
Prism and Clairvest Direct Seller \| DMS
Business Acquisition [Line Items]
Voting ownership in the company		44.00%
Prism and Clairvest Direct Seller \| DMSH
Business Acquisition [Line Items]
Shares issued (in shares)	142,394
Prism and Clairvest Direct Seller \| Class B Common Stock
Business Acquisition [Line Items]
Shares issued (in shares)	142,394
Other ownership interests, units outstanding (in shares)		25,857,070

REVENUE - Narrative (Details) $ in Millions	12 Months Ended
REVENUE - Narrative (Details) $ in Millions	Dec. 31, 2020 USD ($) segment	Dec. 31, 2019 USD ($)
Revenue from Contract with Customer [Abstract]
Number of reportable segments \| segment	3
Contract with customer, liability	$ 1.7	$ 1.2
Contract with customer, receivable, net	$ 1.8	$ 0.8

REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
REVENUE (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Net revenue	$ 102,103	$ 82,829	$ 75,196	$ 72,728	$ 65,154	$ 57,575	$ 57,745	$ 57,822	$ 332,856	$ 238,296
Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue									9,357	5,597
Corporate and Other
Disaggregation of Revenue [Line Items]
Net revenue									(30,051)	(15,437)
Brand Direct \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue									197,550	174,738
Marketplace \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue									155,999	73,398
Customer acquisition
Disaggregation of Revenue [Line Items]
Net revenue									305,630	220,609
Customer acquisition \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue									0	0
Customer acquisition \| Corporate and Other
Disaggregation of Revenue [Line Items]
Net revenue									(30,051)	(15,437)
Customer acquisition \| Brand Direct \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue									179,681	162,648
Customer acquisition \| Marketplace \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue									155,999	73,398
Managed services
Disaggregation of Revenue [Line Items]
Net revenue									24,008	14,623
Managed services \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue									6,139	2,533
Managed services \| Corporate and Other
Disaggregation of Revenue [Line Items]
Net revenue									0	0
Managed services \| Brand Direct \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue									17,869	12,090
Managed services \| Marketplace \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue									0	0
Software services
Disaggregation of Revenue [Line Items]
Net revenue									3,218	3,064
Software services \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue									3,218	3,064
Software services \| Corporate and Other
Disaggregation of Revenue [Line Items]
Net revenue									0	0
Software services \| Brand Direct \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue									0	0
Software services \| Marketplace \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue									$ 0	$ 0

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended								9 Months Ended	12 Months Ended
REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Net revenue	$ 102,103	$ 82,829	$ 75,196	$ 72,728	$ 65,154	$ 57,575	$ 57,745	$ 57,822		$ 332,856	$ 238,296
Cost of revenue (exclusive of depreciation and amortization shown separately below)	$ 74,393	57,777	$ 52,402	$ 50,159	$ 33,450	$ 39,101	$ 38,865	$ 39,118		234,731	161,575
Gross profit										98,125	76,721
Salaries and related costs										33,386	27,978
General and administrative expenses		6,807							$ 16,756	30,020	19,927
Acquisition costs										4,814	19,234
Depreciation and amortization										17,954	9,745
Income (loss) from operations		$ 2,479							$ 12,916	11,951	(163)
Operating Segments
Segment Reporting Information [Line Items]
Net revenue										9,357	5,597
Corporate and Other
Segment Reporting Information [Line Items]
Net revenue										(30,051)	(15,437)
Cost of revenue (exclusive of depreciation and amortization shown separately below)										(30,051)	(15,580)
Gross profit										0	143
Brand Direct \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue										197,550	174,738
Cost of revenue (exclusive of depreciation and amortization shown separately below)										151,526	130,429
Gross profit										46,024	44,309
Marketplace \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue										155,999	73,398
Cost of revenue (exclusive of depreciation and amortization shown separately below)										109,921	46,613
Gross profit										46,078	26,785
Other \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue										9,357	5,597
Cost of revenue (exclusive of depreciation and amortization shown separately below)										3,335	113
Gross profit										$ 6,022	$ 5,484

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	12 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Gross, total	$ 21,222	$ 11,952
Less: Accumulated depreciation and amortization	(6,206)	(3,224)
Property and equipment, net	$ 15,016	8,728
Computers and office equipment
Property, Plant and Equipment [Line Items]
Useful Lives	3 years
Gross, total	$ 1,684	1,750
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful Lives	5 years
Gross, total	$ 305	901
Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful Lives	7 years
Gross, total	$ 320	503
Software development costs
Property, Plant and Equipment [Line Items]
Gross, total	$ 18,913	$ 8,798

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation and amortization	$ 17,954	$ 9,745
Unamortized balance of capitalized software development costs	14,000	7,100
Capitalized computer software, amortization	3,000	1,200
Depreciation	$ 3,700	$ 1,300

GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Goodwill [Roll Forward]
Goodwill, Beginning balance	$ 41,826	$ 12,103
Additions (Note 8)	3,078	29,723
Goodwill, Ending balance	44,904	41,826
Brand Direct \| Operating Segments
Goodwill [Roll Forward]
Goodwill, Beginning balance	8,616	8,616
Additions (Note 8)	0	0
Goodwill, Ending balance	8,616	8,616
Marketplace \| Operating Segments
Goodwill [Roll Forward]
Goodwill, Beginning balance	32,660	2,937
Additions (Note 8)	0	29,723
Goodwill, Ending balance	32,660	32,660
Other \| Operating Segments
Goodwill [Roll Forward]
Goodwill, Beginning balance	550	550
Additions (Note 8)	3,078	0
Goodwill, Ending balance	$ 3,628	$ 550

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill accumulated impairment loss	$ 0	$ 0
Amortization of intangible assets	$ 14,200,000	$ 8,000,000.0

GOODWILL AND INTANGIBLE ASSETS - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross	$ 76,202	$ 73,531
Accumulated Amortization	(29,755)	(15,596)
Net	46,447	57,935
Technology
Finite-Lived Intangible Assets [Line Items]
Gross	48,008	47,946
Accumulated Amortization	(21,454)	(9,751)
Net	$ 26,554	38,195
Technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	3 years
Technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	5 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross	$ 21,794	19,583
Accumulated Amortization	(6,749)	(3,078)
Net	$ 15,045	16,505
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	1 year
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	12 years
Brand
Finite-Lived Intangible Assets [Line Items]
Gross	$ 4,295	4,187
Accumulated Amortization	(961)	(2,556)
Net	$ 3,334	1,631
Brand \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	1 year
Brand \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	5 years
Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	3 years
Gross	$ 2,105	1,815
Accumulated Amortization	(591)	(211)
Net	$ 1,514	$ 1,604

GOODWILL AND INTANGIBLE ASSETS - Amortization Expense (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2021	$ 13,058
2022	12,154
2023	9,134
2024	6,585
2025 and Thereafter	$ 5,474

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Debt	$ 203,851	$ 208,239
Unamortized debt issuance costs	(2,293)	(3,041)
Debt, net	201,558	205,198
Current portion of long-term debt	(7,967)	(4,150)
Long-term debt	193,591	201,048
Term loan
Debt Instrument [Line Items]
Debt	190,541	194,810
Revolving credit facility
Debt Instrument [Line Items]
Debt	4,000	5,000
Delayed draw term loan
Debt Instrument [Line Items]
Debt	8,236	8,429
Insurance Premium
Debt Instrument [Line Items]
Notes Payable	$ 1,074	$ 0

DEBT - Narrative (Details) - USD ($)		12 Months Ended
DEBT - Narrative (Details) - USD ($)	Jan. 07, 2020	Dec. 31, 2020	Dec. 31, 2019	Jul. 03, 2018
Debt Instrument [Line Items]
Payments of debt issuance costs		$ 189,000	$ 1,456,000
Monroe Facility
Debt Instrument [Line Items]
Debt instrument, face amount				$ 120,000,000.0
Expected payment if cap threshold is not met		$ 4,200,000
Monroe Facility \| Variable Income Interest Rate \| Minimum
Debt Instrument [Line Items]
Effective rate		5.20%
Monroe Facility \| Variable Income Interest Rate \| Maximum
Debt Instrument [Line Items]
Effective rate		6.90%
Monroe Facility \| Revolving credit facility
Debt Instrument [Line Items]
Long-term line of credit				5,000,000.0
Increase to borrowing capacity	$ 15,000,000.0		2,500,000
Payments of debt issuance costs	$ 1,500,000
Monroe Facility \| Line of Credit
Debt Instrument [Line Items]
Debt instrument, face amount			199,000,000.0	100,000,000.0
Line of credit facility increase			99,000,000.0
Monroe Facility \| Delayed draw term loan
Debt Instrument [Line Items]
Debt instrument, face amount				$ 15,000,000.0
Monroe Facility \| Amended Capacity, Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount		$ 229,000,000.0	$ 221,500,000
Effective rate		5.20%	6.80%

DEBT - Maturity of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
2021	$ 7,967
2022	8,000
2023	187,884
2024	0
2025 and thereafter	0
Debt, net	$ 203,851	$ 208,239

ACQUISITIONS - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands			3 Months Ended								9 Months Ended	12 Months Ended
	Jul. 16, 2020	Nov. 01, 2019	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jul. 15, 2020
Business Acquisition [Line Items]
Net loss			$ 17,867	$ (1,262)	$ (2,134)	$ (757)	$ 2,233	$ 9,492	$ 111	$ (606)	$ (4,153)	$ 13,714	$ 11,230
SmarterChaos
Business Acquisition [Line Items]
Payments to acquire business	$ 5,800
Acquisition costs												400
Revenues												4,300
Net loss												$ 241
SmarterChaos \| DMSH
Business Acquisition [Line Items]
Equity issued to acquiree (in shares)	307
Value of equity issued														$ 3,000
SmarterChaos \| Brand
Business Acquisition [Line Items]
Useful life	3 years
SmarterChaos \| Customer relationships
Business Acquisition [Line Items]
Useful life	5 years
UE Authority, Co.
Business Acquisition [Line Items]
Payments to acquire business		$ 56,600
UE Authority, Co. \| Brand
Business Acquisition [Line Items]
Useful life		1 year
UE Authority, Co. \| Customer relationships
Business Acquisition [Line Items]
Useful life		9 years
UE Authority, Co. \| Technology
Business Acquisition [Line Items]
Useful life		5 years
UE Authority, Co. \| Non-competition agreements
Business Acquisition [Line Items]
Useful life		3 years

ACQUISITIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jul. 16, 2020	Nov. 01, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill			$ 44,904	$ 41,826	$ 12,103
SmarterChaos
Business Acquisition [Line Items]
Goodwill	$ 3,078
Accounts receivable	576
Other assets acquired	30
Liabilities assumed	(662)
Net assets acquired	5,799
Payments to acquire business	5,800
Working capital adjustment	5,800
Goodwill adjustment	300
SmarterChaos \| Brand
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	277
SmarterChaos \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 2,500
UE Authority, Co.
Business Acquisition [Line Items]
Goodwill		$ 29,723
Other assets acquired		6,393
Liabilities assumed		(9,045)
Deferred tax liability		(8,961)
Net assets acquired		56,620
Payments to acquire business		56,600
UE Authority, Co. \| Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		26,000
UE Authority, Co. \| Brand
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		690
UE Authority, Co. \| Non-competition agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		1,520
UE Authority, Co. \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 10,300

FAIR VALUE MEASUREMENTS - Warrant Liability Measurement Inputs (Details)	Dec. 31, 2020
Private Placement Warrants Fair Value Per Share
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.52
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	12.04
Strike price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50
Remaining contractual term in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	4.54
Estimated volatility of Class A Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.550
Risk free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0032

FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Millions	12 Months Ended
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Millions	Dec. 31, 2020 USD ($) shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, term	5 years
Warrants outstanding (in shares)	13,999,998
Payment for contingent consideration \| $	$ 1.0
Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding (in shares)	4,000,000.0
Private Placement Warrants Fair Value Per Share
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.52

FAIR VALUE MEASUREMENTS - Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	$ 22,080	$ 9,400	$ 0
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	22,080
Contingent consideration			1,000
Total	22,080		1,000
Fair Value, Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	0
Contingent consideration			0
Total	0		0
Fair Value, Recurring \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	0
Contingent consideration			0
Total	0		0
Fair Value, Recurring \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	22,080
Contingent consideration			1,000
Total	$ 22,080		$ 1,000

FAIR VALUE MEASUREMENTS - Level 3 Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 1,000	$ 10,073
Additions	0	0
Changes in fair value	0	13,841
Settlements	(1,000)	(22,914)
Ending balance	0	1,000
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Additions	13,240
Changes in fair value	8,840
Ending balance	$ 22,080	$ 0

EQUITY - Authorized Capitalization (Details) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Common stock authorized (in shares)	600,000,000
Common stock par value (usd per share)	$ 0.0001
Preferred stock, authorized (in shares)	100,000,000	100,000,000
Preferred stock par value (usd per share)	$ 0.0001	$ 0.0001
Common stock outstanding (in shares)	0
Class A Common Stock
Class of Stock [Line Items]
Common stock authorized (in shares)	500,000,000	500,000,000
Common stock par value (usd per share)	$ 0.0001	$ 0.0001
Common stock outstanding (in shares)	32,392,576	0
Class B Common Stock
Class of Stock [Line Items]
Common stock authorized (in shares)	60,000,000	60,000,000
Common stock par value (usd per share)	$ 0.0001	$ 0.0001
Common stock outstanding (in shares)	25,999,464	0
Class C common stock
Class of Stock [Line Items]
Common stock authorized (in shares)	40,000,000	40,000,000
Common stock par value (usd per share)	$ 0.0001	$ 0.0001
Common stock outstanding (in shares)	0	0

EQUITY - Company Common Stock (Details) - shares	Oct. 22, 2020	Dec. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Common stock outstanding (in shares)		0
Voting Ownership in DMS Inc.		55.20%
Prism and Clairvest Direct Seller \| DMSH
Class of Stock [Line Items]
Shares issued (in shares)	142,394
Class A Common Stock
Class of Stock [Line Items]
Common stock outstanding (in shares)		32,392,576	0
Economic Ownership in DMSH		55.20%
Economic Ownership in the Company		100.00%
Voting Ownership in DMS Inc.		55.50%
Class A Common Stock \| Blocker Corp
Class of Stock [Line Items]
Shares issued (in shares)	98,783
Class B Common Stock
Class of Stock [Line Items]
Common stock outstanding (in shares)		25,999,464	0
Economic Ownership in DMSH		44.30%
Economic Ownership in the Company		0.00%
Voting Ownership in DMS Inc.		44.50%
Class B Common Stock \| Prism and Clairvest Direct Seller
Class of Stock [Line Items]
Shares issued (in shares)	142,394

EQUITY - Voting Rights, Dividend Rights, Conversion of Company Class C Common Stock, Preferred Stock (Details)	12 Months Ended
	Dec. 31, 2020 votingRight shares	Dec. 31, 2019 shares
Equity [Abstract]
Voting rights per each share \| votingRight	1
Class of Stock [Line Items]
Common stock outstanding (in shares)	0
Equity conversion ratio	1
Preferred stock outstanding (in shares)	0	0
Preferred stock, authorized (in shares)	100,000,000	100,000,000
Class C common stock
Class of Stock [Line Items]
Common stock outstanding (in shares)	0	0
Equity conversion ratio	1
Common stock issued (in shares)	0	0

EQUITY - Warrants (Details)	Dec. 31, 2020 $ / shares shares
Class of Warrant or Right [Line Items]
Warrant exercise price (usd per share)	$ 0.01
Warrants, term	5 years
Warrants outstanding (in shares) \| shares	13,999,998
Class A Common Stock
Class of Warrant or Right [Line Items]
Share price (usd per share)	$ 18.00
Class A Common Stock
Class of Warrant or Right [Line Items]
Warrant exercise price (usd per share)	$ 11.50
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	10,000,000.0

EQUITY - Noncontrolling Interest (Details) - shares shares in Thousands	Oct. 22, 2020	Jul. 16, 2020	Dec. 31, 2020	Jul. 15, 2020
SmarterChaos \| DMSH
Noncontrolling Interest [Line Items]
Equity issued to acquiree (in shares)		307
SmarterChaos \| DMSH \| Prism and Clairvest Direct Seller \| Class B Common Stock
Noncontrolling Interest [Line Items]
Equity issued to acquiree (in shares)	142
DMSH \| Prism and Clairvest Direct Seller
Noncontrolling Interest [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners				44.50%
DMS \| Prism, Clairvest Direct Seller, SmarterChaos
Noncontrolling Interest [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners		44.80%	44.80%

RELATED PARTY TRANSACTIONS - Registration Rights (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2017 USD ($) takedown
Related Party Transactions [Abstract]
Shelf takedown, aggregate minimum amount \| $		$ 20,000,000.0
Shelf takedown, maximum number \| takedown		4
Shelf takedown, period per incident	6 months

RELATED PARTY TRANSACTIONS - Amended Partnership Agreement (Details)	12 Months Ended
	Dec. 31, 2020 shares
Related Party Transaction [Line Items]
Equity conversion ratio	1
Non-Blocker Members \| Amended Partnership Agreement
Related Party Transaction [Line Items]
Equity conversion ratio	1
Conversion, minimum units (in shares)	10,000

RELATED PARTY TRANSACTIONS - Tax Receivable Agreement (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Refund of preclosing taxes to be paid to Sellers	100.00%
Refund of preclosing taxes to be paid to Sellers, period after closing	2 years
Deferred tax asset	$ 11,924
Additional paid-in capital	(48,027)	$ (50,271)	$ 0
Short-term Tax Receivable Agreement liability	510		$ 0
Blocker Corp
Related Party Transaction [Line Items]
Deferred tax asset	20,100
Income taxes receivable	199
Tax receivable agreement, liability	16,300
Additional paid-in capital	4,000
Short-term Tax Receivable Agreement liability	$ 510

RELATED PARTY TRANSACTIONS - Lock-Up Agreement (Details) - Lock-Up Agreement	Jul. 29, 2020 shares
Chief Executive Officer
Related Party Transaction [Line Items]
Warrants transferred (in shares)	538,912
Chief Operating Officer
Related Party Transaction [Line Items]
Warrants transferred (in shares)	538,911

RELATED PARTY TRANSACTIONS - Management Agreement (Details) - Management and Advisory Services - Management - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Quarterly retainer to related party	$ 50
General and administrative, related party expenses	$ 100	$ 200

RELATED PARTY TRANSACTIONS - Prism Incentive Agreement (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Nov. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Payments to acquire business		$ 2,799	$ 56,620
Prism Data
Related Party Transaction [Line Items]
Payments to acquire business	$ 850
Potential payment based on certain specified sale transactions		$ 2,000

RELATED PARTY TRANSACTIONS - DMSH Member Tax Distributions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Related Party Transactions [Abstract]
Tax distributions to members	$ 0.2	$ 21.6

EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Narrative (Details)				12 Months Ended
	Oct. 28, 2020 shares	Jul. 15, 2020 shares	Apr. 23, 2020 USD ($)	Dec. 31, 2020 USD ($) plan $ / shares shares	Dec. 31, 2019 USD ($) $ / shares	Nov. 01, 2019 USD ($)	Jan. 31, 2019 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights rate per year				33.00%
Equity conversion ratio				1
Stock-based compensation expense \| $				$ 1,000,000.0
Number of share based compensation plans \| plan				2
Contract period				10 years
Weighted-average grant-date strike price of options ($ per share) \| $ / shares				$ 7.31
Intrinsic value of options exercised \| $				$ 0
Fair value, exercise price ($ per share) \| $ / shares				$ 3.34
Shares converted (in shares)				0
Options exercised (in shares)				0
Warrants exercised (in shares)				0
Unrecognized stock-based compensation \| $				$ 10,600,000
Fair value of vested shares \| $				0
Employer discretionary contribution amount \| $				$ 800,000	$ 500,000
Equity value of plan \| $						$ 325,000,000	$ 100,000,000
Payments to employee incentive plan participants \| $			$ 250,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)				1,245,000
Stock-based compensation expense \| $				$ 8,800,000
Weighted-average remaining period of RSUs				2 years 6 months 14 days
Weighted average grant date fair value ($ per share) \| $ / shares				$ 7.31	$ 0
Options exercised (in shares)				0
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercised (in shares)				0
2020 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)		11,600,000
2020 Omnibus Incentive Plan \| Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	1,200,000
Continuous service period	3 years
2020 Omnibus Incentive Plan \| Restricted Stock Units (RSUs) \| Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	65,000
2020 Omnibus Incentive Plan \| Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		3 years
Contract period		10 years

EMPLOYEE AND DIRECTOR INCENTIVE PLANS - RSU Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Number of Restricted Stock
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	1,245
Forfeited/Canceled (in shares) \| shares	48
Vested (in shares) \| shares	0
Ending balance (in shares) \| shares	1,197
Vested at December 31, 2020 (in shares) \| shares	0
Exercisable at December 31, 2020 (in shares) \| shares	0
Weighted-Average Grant Date Fair Value
Beginning balance, Weighted average grant date fair value ($ per share) \| $ / shares	$ 0
Granted, Weighted average grant date fair value ($ per share) \| $ / shares	7.31
Forfeited, Weighted average grant date fair value ($ per share) \| $ / shares	7.31
Vested, Weighted average grant date fair value ($ per share) \| $ / shares	0
Ending balance, Weighted average grant date fair value ($ per share) \| $ / shares	7.31
Vested at December 31, 2020, Weighted average grant date fair value ($ per share) \| $ / shares	0
Exercisable at December 31, 2020, Weighted average grant date fair value ($ per share) \| $ / shares	$ 0

EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Share-based Compensation Weighted Average Assumptions (Details) - Stock Options	12 Months Ended
	Dec. 31, 2020 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair market value (usd per share)	$ 3.34
Risk-free rate	0.40%
Dividend yield	0.00%
Expected volatility	49.40%
Expected term (in years)	5 years 10 months 24 days

EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Stock Option Activity (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Number of Stock Options
Granted (in shares)	1,819,000
Exercised (in shares)	0
Stock Options
Number of Stock Options
Beginning balance (in shares)	0
Granted (in shares)	574,000
Exercised (in shares)	0
Forfeited/expired (in shares)	23,000
Ending balance (in shares)	551,000
Weighted-Average Grant Date Fair Value
Beginning balance, Weighted average exercise price per share (in $ per share) \| $ / shares	$ 0
Granted, Weighted average exercise price per share (in $ per share) \| $ / shares	3.34
Exercised, Weighted average exercise price per share (in $ per share) \| $ / shares	0
Forfeited/expired, Weighted average exercise price per share (in $ per share) \| $ / shares	0
Ending balance, Weighted average exercise price per share (in $ per share) \| $ / shares	$ 3.34
Weighted-Average Remaining Contractual Term (in Years)
Granted	5 years 10 months 24 days
Outstanding at December 31, 2020	5 years 10 months 24 days

EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Nonvested (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Non-vested at January 1, 2020 (in shares) \| shares	0
Granted (in shares) \| shares	1,819,000
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	71,000
Non-vested at December 31, 2020 (in shares) \| shares	1,748,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Non-vested at January 1, 2020 ($ per share) \| $ / shares	$ 0
Granted ($ per share) \| $ / shares	7.31
Weighted-average grant-date fair value of option ($ per share) \| $ / shares	0
Forfeited ($ per share) \| $ / shares	7.31
Non-vested at December 31, 2020 ($ per share) \| $ / shares	$ 7.31

COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) ft² rental_location	Dec. 31, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Number of locations with option to extend lease \| rental_location	2
Optional extension period	3 years
Provision for notice to extend lease	9 months
Lease cost	$ 2,000	$ 2,200
Lease reserve	$ 4,200
Number of properties under lease termination agreement \| rental_location	12
Number of properties under lease termination agreement, rental area \| ft²	62,113
Decrease in cash for rent expense	$ 1,900
Payment made to release all future obligations	$ 400
Unit redemption rights ratio	1
Accounts Payable and Accrued Liabilities
Lessee, Lease, Description [Line Items]
Lease reserve	$ 1,700
Other Noncurrent Liabilities
Lessee, Lease, Description [Line Items]
Lease reserve	$ 1,900

COMMITMENTS AND CONTINGENCIES - Lease Liability (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2021	$ 1,815
2022	1,787
2023	1,845
2024	1,418
2025	404
Thereafter	0
Total	$ 7,269

INCOME TAXES - Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 3,101	$ 137
State	216	0
Foreign	248	0
Total Current	3,565	137
Deferred
Federal	69	0
State	(549)	0
Foreign	0	0
Total Deferred	(480)	0
Provision for income taxes	$ 3,085	$ 137

INCOME TAXES - Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Tax provision (benefit) from federal statutory rate	$ (2,190)	$ (2,330)
Tax on income not subject to entity level federal income tax	1,897	2,467
State income taxes, net of federal tax effect	(280)	0
Warrant liability fair value change	1,856	0
Other permanent adjustments	434	0
True-ups and other	(465)	0
Foreign tax credit	(63)	0
Canadian tax expense	823	0
Canadian tax expense	261	0
Valuation Allowance	812	0
Provision for income taxes	$ 3,085	$ 137

INCOME TAXES - Narrative (Details) - USD ($)	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Sep. 30, 2020
Related Party Transaction [Line Items]
Deferred tax liabilities		$ 8,675,000
Income tax expense	$ 3,085,000	137,000
Voting ownership in the company	55.20%
Operating loss carryforwards	$ 579,000
Tax credit carryforward	$ 63,000
Refund of preclosing taxes to be paid to Sellers	100.00%
Refund of preclosing taxes to be paid to Sellers, period after closing	2 years
Deferred tax asset	$ 11,924,000
Additional paid-in capital	(48,027,000)	0		$ (50,271,000)
Short-term Tax Receivable Agreement liability	510,000	0
UE Authority, Co.
Related Party Transaction [Line Items]
Deferred tax liabilities		8,675,000
Income tax expense		$ 137,000	$ 0
Blocker Corp
Related Party Transaction [Line Items]
Deferred tax asset	20,100,000
Income taxes receivable	199,000
Tax receivable agreement, liability	16,300,000
Additional paid-in capital	4,000,000.0
Short-term Tax Receivable Agreement liability	$ 510,000

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred income tax assets:
Investment in DMS Holdings LLC	$ 30,017	$ 0
Reserve accruals	140	57
Charitable contributions	9	0
Interest carryforward	1,158	0
Tax credit carryforwards	63	0
Property and equipment	0	522
Net operating loss	150	0
Total gross deferred income tax assets	31,537	579
Less: Valuation allowance	(11,626)	0
Total deferred income tax assets	19,911	579
Deferred income tax liabilities:
Intangibles	(6,971)	(9,254)
Property and equipment	(193)	0
Undistributed earnings	(823)	0
Total deferred income tax liabilities	(7,987)	(9,254)
Net deferred income tax asset (liability)	$ 11,924
Net deferred income tax asset (liability)		$ (8,675)

EARNINGS (LOSS) PER SHARE - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								9 Months Ended	12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	$ (17,867)	$ 1,262	$ 2,134	$ 757	$ (2,233)	$ (9,492)	$ (111)	$ 606	$ 4,153	$ (13,714)	$ (11,230)
Less: Net income (loss) attributable to DMSH prior to the Business Combination	0									(1,345)
Less: Net income (loss) attributable to non-controlling interests subsequent to the Business Combination	(7,481)									(5,018)
Net income (loss) attributable to Digital Media Solutions, Inc.	$ (10,386)									$ 7,351
Weighted-average shares outstanding - basic and diluted (in shares)	32,369,000	32,294,000							32,294,000	32,335,000
Class A Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted-average shares outstanding - basic and diluted (in shares)	32,369,000									32,335,000
Basic and diluted (usd per share)	$ (0.32)									$ 0.23

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Quarterly Financial Information Disclosure [Abstract]

EARNINGS (LOSS) PER SHARE - Narrative (Details) shares in Millions	12 Months Ended
	Dec. 31, 2020 shares
Class B Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	26.0
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	14.0
Restricted Stock Units and Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1.8

QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2020

Jun. 30, 2020

Mar. 31, 2020

Dec. 31, 2019

Sep. 30, 2019

Jun. 30, 2019

Mar. 31, 2019

Sep. 30, 2020

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Net revenue

$ 102,103

$ 82,829

$ 75,196

$ 72,728

$ 65,154

$ 57,575

$ 57,745

$ 57,822

$ 332,856

$ 238,296

Cost of revenue (exclusive of depreciation and amortization shown separately below)

74,393

57,777

52,402

50,159

33,450

39,101

38,865

39,118

234,731

161,575

Net income (loss) attributable to non-controlling interest

(17,867)

1,262

2,134

757

(2,233)

(9,492)

(111)

606

$ 4,153

(13,714)

(11,230)

(7,481)

2,463

(5,018)

Net income (loss) attributable to Digital Media Solutions, Inc.

$ (10,386)

$ (1,201)

2,134

757

(2,233)

(9,492)

(111)

606

1,690

(8,696)

(11,230)

Earnings per share - Basic (usd per share)

$ (0.32)

$ (0.04)

Earnings per share - Diluted (usd per share)

$ (0.32)

$ (0.04)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 22,080

$ 9,400

9,400

22,080

298,105

273,065

250,363

273,065

298,105

250,363

(48,027)

(50,271)

(48,027)

(3,146)

7,240

(3,146)

(51,167)

(43,025)

(51,167)

(44,518)

(37,045)

(44,518)

(95,685)

^[1]

(80,070)

(106,258)

(80,070)

(95,685)

^[1]

(106,258)

$ (73,403)

6,807

16,756

30,020

19,927

2,479

12,916

11,951

(163)

12,680

(3,840)

8,840

(16,683)

2,898

6,054

(10,629)

(11,093)

Net income (loss) attributable to non-controlling interest

(17,867)

1,262

2,134

757

(2,233)

(9,492)

(111)

606

4,153

(13,714)

(11,230)

(7,481)

2,463

(5,018)

Net income (loss) attributable to Digital Media Solutions, Inc.

$ (10,386)

$ (1,201)

$ 2,134

$ 757

$ (2,233)

$ (9,492)

$ (111)

$ 606

$ 1,690

$ (8,696)

$ (11,230)

Weighted-average shares outstanding - basic and diluted (in shares)

$ (0.32)

$ 0.01

$ 0.09

$ (0.23)

32,369,000

32,294,000

32,335,000

Previously Reported

Quarterly Financial Information Disclosure [Abstract]

Net income (loss) attributable to non-controlling interest

$ (5,187)

$ (2,178)

$ 713

$ (4,474)

(1,798)

(3,315)

(424)

(2,222)

Net income (loss) attributable to Digital Media Solutions, Inc.

(3,389)

1,137

(2,252)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

276,025

263,665

276,025

(40,901)

(43,145)

(40,901)

1,953

5,342

1,953

(38,942)

(37,797)

(38,942)

(34,663)

(32,873)

(34,663)

(73,605)

(70,670)

(73,605)

6,407

16,356

29,620

2,879

13,316

12,351

(4,003)

(542)

2,614

(1,389)

Net income (loss) attributable to non-controlling interest

(5,187)

(2,178)

713

(4,474)

(1,798)

(3,315)

(424)

(2,222)

Net income (loss) attributable to Digital Media Solutions, Inc.

$ (3,389)

$ 1,137

$ (2,252)

Weighted-average shares outstanding - basic and diluted (in shares)

$ (0.10)

$ 0.04

$ (0.07)

32,369,000

32,294,000

32,335,000

Revision of Prior Period, Error Correction, Adjustment

Quarterly Financial Information Disclosure [Abstract]

Net income (loss) attributable to non-controlling interest

$ (12,680)

$ 3,440

$ (9,240)

(5,683)

5,777

2,887

(2,796)

Net income (loss) attributable to Digital Media Solutions, Inc.

(6,997)

(2,338)

553

(6,444)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

22,080

9,400

22,080

22,080

9,400

22,080

(7,126)

(5,099)

1,898

(5,099)

(12,225)

(5,228)

(12,225)

(9,855)

(4,172)

(9,855)

(22,080)

(9,400)

(22,080)

400

400

(400)

400

12,680

(3,840)

8,840

(12,680)

3,440

(9,240)

Net income (loss) attributable to non-controlling interest

(12,680)

3,440

(9,240)

(5,683)

5,777

2,887

(2,796)

Net income (loss) attributable to Digital Media Solutions, Inc.

$ (6,997)

$ (2,338)

$ 553

$ (6,444)