0001725134-21-000142 | 10-Q | XBRL Viewer | Digital Media Solutions INC

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

757,000

Member distributions

(170,000)

$ 0

(170,000)

Ending balance at Mar. 31, 2020

(105,671,000)

$ 0

(105,671,000)

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

Beginning balance at Dec. 31, 2019

(106,258,000)

$ 0

(106,258,000)

Ending balance (in shares) at Jun. 30, 2020

2,891,000

Ending balance at Jun. 30, 2020

(103,537,000)

$ 0

(103,537,000)

Beginning balance (in shares) at Mar. 31, 2020

Beginning balance at Mar. 31, 2020

(105,671,000)

$ 0

(105,671,000)

Ending balance (in shares) at Jun. 30, 2020

2,134,000

Ending balance at Jun. 30, 2020

(103,537,000)

$ 0

$ (103,537,000)

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

32,393

25,999

Beginning balance at Dec. 31, 2020

(95,685,000)

(51,167,000)

$ 3,000

(48,027,000)

(3,146,000)

(44,518,000)

Shares issued in connection with acquisition (in shares)

(212,000)

(119,000)

(93,000)

1,293

Shares issued in connection with acquisition

15,000,000

9,384,000

5,616,000

Exercise of warrants to issue Class A common stock (in shares)

Exercise of warrants to issue Class A common stock

17,000

Stock-based compensation

1,365,000

Other

(21,000)

Ending balance (in shares) at Mar. 31, 2021

33,687

25,999

Ending balance at Mar. 31, 2021

(79,536,000)

(40,520,000)

$ 3,000

(37,261,000)

(3,265,000)

(39,016,000)

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

32,393

25,999

Beginning balance at Dec. 31, 2020

(95,685,000)

(51,167,000)

$ 3,000

(48,027,000)

(3,146,000)

(44,518,000)

Units/shares redeemed and issued to Class A Common Stock (in shares)

4,727,000

154,000

Units/shares redeemed and issued to Class A Common Stock

$ 3,000,000.0

Ending balance (in shares) at Jun. 30, 2021

35,818,000

25,699,000

35,818

25,699

Ending balance at Jun. 30, 2021

(52,907,000)

(28,373,000)

$ 3,000

(27,642,000)

(737,000)

(24,534,000)

Beginning balance (in shares) at Mar. 31, 2021

33,687

25,999

Beginning balance at Mar. 31, 2021

(79,536,000)

(40,520,000)

$ 3,000

(37,261,000)

(3,265,000)

(39,016,000)

Shares issued in connection with acquisition (in shares)

4,939,000

2,528,000

2,411,000

1,595

Shares issued in connection with acquisition

19,823,000

11,513,000

8,310,000

Units/shares redeemed and issued to Class A Common Stock (in shares)

300

154

Units/shares redeemed and issued to Class A Common Stock

192,000

$ 392,000

^[1]

192,000

$ 392,000

$ (300)

192,000

$ 392,000

Stock redeemed (in shares)

Impact of transactions affecting non-controlling interest

^[2]

(3,788,000)

3,788,000

Stock-based compensation

1,394,000

Other

^[3]

(111,000)

(84,000)

(27,000)

Ending balance (in shares) at Jun. 30, 2021

35,818,000

25,699,000

35,818

25,699

Ending balance at Jun. 30, 2021

$ (52,907,000)

$ (28,373,000)

$ 3,000

$ (27,642,000)

$ (737,000)

$ (24,534,000)

[1]	The carrying amount of non-controlling interest was adjusted to reflect the change in ownership interest caused by additional controlling shares contributed as a result of the Crisp acquisition and non-controlling redemptions by Prism and the sellers of SmarterChaos.
[2]	On June 30, 2021, the sellers of Smarter Chaos redeemed approximately one-half of their non-controlling interest held through DMSH Units in exchange for Class A Common Stock in DMS Inc. The non-controlling interest held by the sellers of SmarterChaos did not include related Class B Common Stock to be retired upon redemption.
[3]	Includes costs associated with the issuance of equity shares.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Unaudited) (Parenthetical)	Jun. 30, 2021
Statement of Stockholders' Equity [Abstract]
Amount of noncontrolling interest redeemed	50.00%

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities
Net income	$ 4,727	$ 2,891
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	12,463	8,671
Lease restructuring charges	174	0
Loss on debt extinguishment	2,108	0
Provision for bad debt	909	0
Stock-based compensation, net of amounts capitalized	2,530	0
Payment of contingent consideration	0	(1,000)
Amortization of debt issuance costs	528	471
Deferred income tax provision, net	364	(984)
Change in fair value of contingent consideration	560	0
Change in fair value of warrant liabilities	(7,435)	0
Change in income tax receivable and payable	(2,328)	0
Change in accounts receivable, net	(4,330)	(2,200)
Change in prepaid expenses and other current assets	222	(4,109)
Change in accounts payable and accrued expenses	(6,768)	(76)
Change in other liabilities	(190)	29
Net cash provided by operating activities	3,534	3,693
Cash flows from investing activities
Additions to property and equipment	(4,212)	(5,031)
Acquisition of businesses, net of cash acquired	(24,830)	0
Net cash used in investing activities	(29,042)	(5,031)
Cash flows from financing activities
Payments of long-term debt and notes payable	(199,851)	(2,386)
Proceeds from borrowings on revolving credit facilities	11,000	10,000
Payments of borrowings on revolving credit facilities	(15,000)	(1,000)
Proceeds from issuance of long-term debt	220,840	0
Proceeds from warrants exercised	11	0
Payment of debt issuance costs	(3,565)	(163)
Payment of equity issuance costs	(322)	0
Payment of early termination	(188)	0
Other	15	(170)
Net cash provided by financing activities	12,940	6,281
Net change in cash	(12,568)	4,943
Cash, beginning of period	31,397	3,008
Cash, end of period	18,829	7,951
Supplemental Disclosure of Cash Flow Information
Interest	6,308	6,904
Income taxes, net	3,837	0
Non-Cash Investing and Financing Transactions:
Contingent and deferred acquisition consideration	14,890	0
Issuance of equity for Aimtell/PushPros/Aramis and Crisp Results	35	0
Capital expenditures included in accounts payable	$ 1,144	$ 248

CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Allowance for credit loss	$ 3,985	$ 3,121
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
Preferred stock outstanding (in shares)	0
Class A Common Stock
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)	35,818,000
Common stock outstanding (in shares)	35,818,000
Class B Common Stock
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)	25,999,000
Common stock outstanding (in shares)	25,699,000
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
Common stock outstanding (in shares)	0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 Quarterly 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. The Company primarily operates and derives most of its revenues in the United States. Restatement of Previously Issued Financial Statements The notes included herein should be read in conjunction with the Company’s restated audited consolidated financial statements included in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 18, 2021 (the “2020 Form 10-K/A”). As previously disclosed in our 2020 Form 10-K/A, we restated the Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2020, as well as each of the impacted quarters within 2020 to make the necessary accounting corrections related to our warrant accounting for the Private Placement warrants. There was no impact to the quarter ended June 30, 2020 as the Private Placement warrants were not issued. Basis of Presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. All significant intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited condensed consolidated financial statements; therefore, actual results could differ from those estimates. Interim results are not necessarily indicative of the results for a full year. Business Combination As discussed in more detail in our 2020 Form 10-K/A on July 15, 2020, DMSH consummated the Business Combination with Leo pursuant to the Business Combination Agreement (“Business Combination”). 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 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”) retained approximately 44.5% of the membership interest in DMSH (“non-controlling interests”). For additional information, see Note 2: “Business Combination” in the Notes to Consolidated Financial Statements in our 2020 Form 10-K/A. Non-controlling Interest The non-controlling interest represents the membership interest in Digital Media Solutions Holding (“DMSH”) held by holders other than the Company. As of June 30, 2021, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 41.9% and as of December 31, 2020 it 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. Changes in Accounting Standards and Policies There have been no changes in the significant accounting policies from those that were disclosed in our 2020 Form 10-K/A. 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 February 2016, the Financial Accounting Standards Board (“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 to 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 adopt the standard using the optional transition method whereby we would apply the new lease requirements through a cumulative-effect adjustment on the effective date of adoption. 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 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.

REVENUE

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

REVENUE

Disaggregation of Revenue

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


	Three Months Ended June 30, 2021
	Brand Direct		Marketplace		Other		Intercompany eliminations		Total
Three Months Ended June 30, 2021
Net revenue:
Customer acquisition	$	57,955	$	57,763	$	—	$	(14,476)	$	101,242
Managed services	1,921		—		1,109		—		3,030
Software services	—		—		807		—		807
Total Net revenue	$	59,876	$	57,763	$	1,916	$	(14,476)	$	105,079
	Three Months Ended June 30, 2020
Three Months Ended June 30, 2020	Brand Direct		Marketplace		Other		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	40,185	$	35,218	$	—	$	(6,636)	$	68,767
Managed services	5,189		—		449		—		5,638
Software services	—		—		791		—		791
Total Net revenue	$	45,374	$	35,218	$	1,240	$	(6,636)	$	75,196


	Six Months Ended June 30, 2021
	Brand Direct		Marketplace		Other		Intercompany eliminations		Total
Six Months Ended June 30, 2021
Net revenue:
Customer acquisition	$	111,009	$	107,022	$	—	$	(25,127)	$	192,904
Managed services	5,046		—		2,325		—		7,371
Software services	—		—		1,607		—		1,607
Total Net revenue	$	116,055	$	107,022	$	3,932	$	(25,127)	$	201,882


	Six Months Ended June 30, 2020
Six Months Ended June 30, 2020	Brand Direct		Marketplace		Other		Intercompany eliminations		Total

Net revenue:
Customer acquisition	78,637		69,396		—		(10,246)		137,787
Managed services	7,638		—		899		—		8,537
Software services	—		—		1,600		—		1,600
Total Net revenue	$	86,275	$	69,396	$	2,499	$	(10,246)	$	147,924

Contract balances

As of June 30, 2021 and December 31, 2020, the balance of deferred revenue was $1.2 million and $1.7 million, respectively, and recorded within Accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets. We expect the majority of the deferred revenue balance at June 30, 2021 to be recognized as revenue during the following quarter. For the three and six months ended June 30, 2021, we recognized revenue of $1.1 million and $2.8 million, respectively, that was previously recorded as a contract liability within “Accrued expenses and other current liabilities” on the unaudited condensed consolidated balance sheets.

As of June 30, 2021 and December 31, 2020, unbilled revenue included in accounts receivable was $2.2 million and $1.8 million, respectively. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service.

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

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

REPORTABLE SEGMENTS

REPORTABLE SEGMENTSThe 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 is 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):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020

Net revenue	$	105,079	$	75,196	$	201,882	$	147,924
Brand Direct	59,876		45,374		116,055		86,275
Marketplace	57,763		35,218		107,022		69,396
Other	1,916		1,240		3,932		2,499
Intercompany eliminations	(14,476)		(6,636)		(25,127)		(10,246)
Cost of revenue	71,359		52,402		140,541		102,561
Brand Direct	44,321		34,410		87,140		65,298
Marketplace	41,056		24,541		77,654		47,440
Other	458		38		874		69
Intercompany eliminations	(14,476)		(6,587)		(25,127)		(10,246)
Gross profit	$	33,720	$	22,794	$	61,341	$	45,363
Salaries and related costs	11,708		7,901		21,977		16,231
General and administrative expenses	10,552		4,652		17,514		9,950
Acquisition costs	466		47		1,960		74
Depreciation and amortization	7,044		4,356		12,463		8,671
Income from operations	$	3,950	$	5,838	$	7,427	$	10,437

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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Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2021

GOODWILL AND INTANGIBLE ASSETS

Goodwill

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


	Brand Direct		Marketplace		Other		Total
Balance, December 31, 2020	$	8,616	$	32,660	$	3,628	$	44,904
Additions (Note 6)	4,853		17,370		—		22,223
Balance, June 30, 2021	$	13,469	$	50,030	$	3,628	$	67,127

The carrying amount of goodwill for all reporting units had no accumulated impairments as of June 30, 2021 and December 31, 2020.

Intangible assets, net

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


		June 30, 2021						December 31, 2020
	Amortization Period (Years)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Intangible assets subject to amortization:
Technology	3 to 5	$	58,631	$	(26,672)	$	31,959	$	48,008	$	(21,454)	$	26,554
Customer relationships	2 to 9	55,713		(10,653)		45,060		21,794		(6,749)		15,045
Brand	1 to 7	9,621		(1,547)		8,074		4,295		(961)		3,334
Non-competition agreements	3	2,222		(881)		1,341		2,105		(591)		1,514
Total		$	126,187	$	(39,753)	$	86,434	$	76,202	$	(29,755)	$	46,447

Amortization expense for finite-lived intangible assets is recorded on a straight-line basis in the pattern in which the assets’ economic benefits are consumed over their estimated useful lives. Amortization expense related to finite-lived intangible assets was $9.9 million and $7.1 million for the six months ended June 30, 2021 and 2020, respectively.

DEBT

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

DEBT

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


	June 30, 2021		December 31, 2020
Term loan	$	225,000	$	190,541
Revolving credit facility	—		4,000
Delayed draw term loan	—		8,236
Notes payable	—		1,074
Total debt	225,000		203,851
Unamortized debt issuance costs (1)	(6,755)		(2,293)
Debt, net	218,245		201,558
Current portion of long-term debt	(2,250)		(7,967)
Long-term debt	$	215,995	$	193,591

(1) Includes net debt issuance discount and other costs.

On May 25, 2021, Digital Media Solutions, LLC (“DMS LLC”), as borrower, and DMSH, each of which is a subsidiary of DMS, entered into a new five-year $275 million senior secured credit facility (the “Credit Facility”), with a syndicate of lenders (“Lenders”), arranged by Truist Bank and Fifth Third Bank, as joint lead arrangers, and Truist Bank, as administrative agent. The Credit Facility is guaranteed by, and secured by substantially all of the assets of, DMS LLC, DMSH LLC and their material subsidiaries, subject to customary exceptions. Pursuant to the Credit Facility, the Lenders provided DMS LLC with senior secured term loans consisting of a senior secured term loan with an aggregate principal amount of $225 million (the “Term Loan”) and a $50 million senior secured revolving credit facility (the “Revolving Facility”).

The Company deferred approximately $3.5 million of issuance costs primarily associated with brokerage, legal, arrangement and consulting fees. The discount and the deferred financing costs will be amortized using the effective interest method over the life of the note.

The Term Loan which was issued at an original issue discount of 1.8% or $4.2 million, will be subject to payment of 1.0% of the original aggregate principal amount per annum paid quarterly, with a bullet payment at maturity. The Term Loan will mature, and the revolving credit commitments under the Revolving Facility will terminate, on May 25, 2026, when any outstanding balances will become due.

Borrowings under the Revolving Facility bear interest, at our option, at either (i) adjusted LIBOR plus 4.25% or (ii) a base rate (which is equal to the highest of (a) Administrative Agent’s prime rate, (b) the federal funds rate, as in effect from time to time, plus 0.50%, (c) one-month LIBOR plus 1.00%, and (d) 1.75% (the “Base Rate”), plus 3.25%. The Term Loans bears interest at, at our option, at either (i) adjusted LIBOR plus 5.00% or (ii) the Base Rate plus 4.00%. Under the Revolving Facility, DMS LLC will pay a 0.50% per annum commitment fee in arrears on the undrawn portion of the revolving commitments.

Upon the closing of the Credit Facility, the credit agreement dated as of July 3, 2018, by and among DMS LLC, DMSH, each of their subsidiaries party thereto, various financial institutions party thereto and Monroe Capital Management Advisors, LLC, as administrative agent and lead arranger, and all outstanding amounts thereunder that was previously outstanding with an aggregate principal amount of $210 million was extinguished, and the $15 million revolving credit facility was closed (“Monroe Facility”).

The Company recognized a loss on debt extinguishment of $2.1 million during the three and six months ended June 30, 2021, which primarily included accelerated amortization of deferred financing costs, legal fees and early termination fee. The loss recognized is presented as “Debt Extinguishment” in the condensed consolidated statement of operations.

Debt Maturity Schedule

The scheduled maturities of our total debt are estimated as follows at June 30, 2021:


(in thousands)
2021	$	1,125
2022	2,250
2023	2,250
2024	2,250
2025 and thereafter	217,125
Total debt	$	225,000

ACQUISITIONS

6 Months Ended

Jun. 30, 2021

Business Combinations [Abstract]

ACQUISITIONS

Crisp Results

On April 1, 2021, the Company completed a transaction to purchase the assets of Crisp Marketing, LLC (“Crisp Results”). Crisp Results is a digital performance advertising company that connects consumers with brands within the insurance sector, with primary focus on the Medicare insurance industry. Crisp Results is known for providing predictable, reliable, flexible and scalable customer acquisition solutions, supporting large brands with a process that combines data, design, technology and innovation.

The Company paid consideration of $40.0 million upon closing of the transaction, consisting of $20.0 million cash and Class A Common Stock valued at $20.0 million. The transaction also includes up to $10.0 million in contingent consideration to be

earned over the 12 months following the acquisition, subject to the achievements of certain milestones, and $5.0 million of deferred payment, to be paid 18-months after the acquisition date.

As of April 1, 2021, the acquisition date, the present value of the contingent consideration earnout was recorded at $4.8 million, and the deferred consideration was $4.6 million. As of June 30, 2021, the contingent consideration earnout increased

$0.6 million during the current quarter to a total of $5.4 million, and the deferred consideration did not materially change. The contingent consideration and deferred payment can be paid in cash or DMS Class A Common Stock at the election of the Company.

In conjunction with this acquisition, we incurred approximately $0.7 million of legal and other acquisition-related expenses, which were recorded as Acquisition costs in the unaudited condensed consolidated operations during the three and six months ended June 30, 2021. Additionally, we incurred $0.2 million of equity issuance costs, offsetting the 1.6 million share issuance in the equity for Crisp Results.

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 April 1, 2021. Under Accounting Standards Codification 805 (“ASC 805”), 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. The fair value of the acquired customer relationships was determined by applying an Income Approach, specifically the Multi Period Excess Earnings Method.

The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of Crisp Results and is included in the Marketplace reportable segment. Intangible assets primarily consist of brand and customer relationships with an estimated useful life of, one to seven years for brand and five to six years for customer relationships. Accounting remains open for working capital adjustments and final fair value calculations due to the timing and complexity of the acquisition transaction.

Aimtell, PushPros and Aramis

The Company acquired on February 1, 2021, Aimtell, Inc. (“Aimtell”), PushPros, Inc. (“PushPros”) and Aramis Interactive (“Aramis”). Aimtell and PushPros are leading providers of technology-enabled digital performance advertising solutions connecting consumers and advertisers within the home, auto, health and life insurance verticals. Aramis is a network of owned-and-operated websites that leverages the Aimtell and PushPros technologies and relationships.

The Company paid consideration of $20.0 million at the closing transaction, consisting of $5.0 million in cash and approximately 1.29 million shares of Class A Common Stock valued at $15.0 million, subject to a lock-up agreement, contingent consideration with a fair value of $4.9 million and working capital of $0.3 million. Total payouts for contingent consideration over the three years following the closing of the transaction is $15.0 million, subject to the acquired companies reaching certain milestones. The contingent consideration can be paid in cash or DMS Class A Common Stock at the election of the Company.

As of February 1, 2021, the acquisition date, the present value of the contingent consideration earnout was recorded at $4.9 million. The contingent consideration did not materially change during the three and six months ended June 30, 2021. The contingent consideration can be paid in cash or DMS Class A Common Stock at the election of the Company.

In conjunction with this acquisition, we incurred approximately $0.5 million of legal and other acquisition-related expenses, which were recorded as Acquisition costs in the unaudited condensed consolidated statements of operations during the six months ended June 30, 2021.

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 February 1, 2021. Under Accounting Standards Codification 805 (ASC 805), 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, technology and customer relationships of the acquired business. The fair value

of the brand and technology was determined by applying an Income Approach, specifically the Relief from Royalty Method. The fair value of the acquired customer relationships was determined by applying an Income Approach, specifically the Multi Period Excess Earnings Method.

The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of Aimtell/Aramis/PushPros and is included in the Brand Direct reportable segment. Intangible assets primarily consist of technology, brand and customer relationships with an estimated useful life of seven years for technology, one to seven years for brand, and five to six years for customer relationships. Accounting remains open for working capital adjustments and final fair value calculations due to the timing and complexity of the acquisition transaction.

SmarterChaos and She is Media

On July 16, 2020, the Company acquired 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, net of cash, which was subject to a working capital adjustment that was finalized December 31, 2020.

DMSH issued the SmarterChaos sellers approximately 307,000 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.

On June 30, 2021, SmarterChaos sellers elected to redeem 154,000 DMSH units; DMS Inc. elected to exchange those for shares of Class A common stock, with an aggregate capital contribution to DMSH of approximately $3.0 million.

In conjunction with this acquisition, we incurred approximately $0.4 million of legal and other acquisition-related expenses, which were recorded as Acquisition costs in the unaudited condensed consolidated statements of operations.

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. Under Accounting Standards Codification 805 (ASC 805), 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. The fair value of the acquired customer relationships was determined by applying an Income Approach, specifically the Multi Period Excess Earnings Method.

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

Net assets and liabilities acquired from the 2020 and 2021 Acquisitions consist of the following;


(In thousands)	SmarterChaos		Aimtell, PushPros and Aramis (preliminary)		Crisp Results (preliminary)		Expected Useful Life
	2020		2021		2021		2021
Goodwill	$	3,078	$	4,853	$	17,370
Technology	$	—	$	10,500	$	—	3 to 5
Customer relationships	$	2,500	$	7,920	$	26,000	5 to 6
Accounts receivable	$	576	$	3,313	$	2,610
Brand	$	277	$	226	$	5,100	1 to 7
Non-competitive agreements	$	—	$	117	$	—	3
Property and equipment	$	28	$	250	$	220	3 to 5
Accounts payable	$	(1,156)	$	(2,966)	$	(1,593)
Other assets acquired and liabilities assumed, net (1)	$	496	$	1,057	$	—
Net assets and liabilities acquired	$	5,799	$	25,270	$	49,707

(1) Other assets acquired and liabilities assumed, net includes Prepaids, and Other Current Assets, partially offset by other current liabilities (i.e., Travel and expense payables, payroll liabilities, tax liabilities).

The following schedule represents the amounts of net revenue and net income (loss) from operations related to 2021 and 2020 acquisitions which have been included in the unaudited consolidated statements of operations for the periods indicated subsequent to the acquisition date.


	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
(In thousands)	Aimtell, PushPros and Aramis		Crisp Results		Aimtell, PushPros and Aramis		Crisp Results
Net revenue	$	5,774	$	6,967	$	10,075	$	6,967
Net income (loss) from operations	$	(484)	$	(155)	$	(620)	$	(155)


					Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
(In thousands)					SmarterChaos
Net revenue					$	934	$	1,757
Net income (loss) from operations					$	7	$	(161)

Pro Forma Information

The following unaudited pro forma financial information represents the consolidated financial information as if the acquisitions had been included in our consolidated results beginning on the first day of the fiscal year prior to their respective acquisition dates. The pro forma results do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisitions; the costs to combine the companies’ operations; or the costs necessary to achieve these costs savings, operating synergies and revenue enhancements. The pro forma results do not necessarily reflect the actual results of operations of the combined companies under our ownership and operation.

A proforma schedule for SmarterChaos is not included below because the Company was acquired on July 16, 2020 and net revenue and net income from operations related to this acquisition prior to July 16, 2020 was not material to the Company’s consolidated financial position or results of operations. Net revenue and net income from operations are presented in the above table subsequent to the acquisition date.


	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
(In thousands)	Aimtell, PushPros and Aramis		Crisp Results		Aimtell, PushPros and Aramis		Crisp Results
Net revenue	$	5,774	$	6,967	$	14,860	$	15,246
Net income (loss) from operations	$	(484)	$	(155)	$	635	$	2,087

	Three Months Ended June 30, 2020				Six Months Ended June 30, 2020
	Aimtell, PushPros and Aramis		Crisp Results		Aimtell, PushPros and Aramis		Crisp Results
Net revenue	$	8,393	$	6,650	$	16,432	$	13,110
Net income (loss) from operations	$	2,573	$	1,119	$	3,268	$	2,105

RESTRUCTURING COSTS

6 Months Ended

Jun. 30, 2021

Restructuring and Related Activities [Abstract]

RESTRUCTURING COSTS

Restructuring costs include expenses associated with the Company’s effort to continually improve operational efficiency and reposition its assets to remain competitive on a national basis. Termination of office lease and other related costs include lease and termination of fixed assets, employee training, relocation and facility costs. These costs are recorded in General and administrative expenses, net in the unaudited condensed consolidated statements of operations.

During the year ended December 31, 2020, the Company entered into negotiations with landlords to terminate lease agreements, for twelve different properties for approximately 62,113 square feet of office space located in Canada and the United States. As of June 30, 2021, a reserve of approximately $3.0 million was recorded; and $1.2 million is accrued for within Accrued expenses and other current liabilities and $1.8 million is accrued for within Other non-current liabilities, on the unaudited condensed consolidated balance sheets.

During the three and six months ended June 30, 2021, the Company recognized a valuation cost reduction to the restructuring lease liability of $0.4 million and $0.1 million, respectively, which primarily consisted of two additional locations added to the reserve representing 7,975 sq. feet.

The change in liability for the restructuring costs for the three and six months ended June 30, 2021 are as follows:


	Three Months Ended June 30,
	2021
Restructuring Lease Liability

Beginning balance at April 1, 2021	$	2,966
Valuation adjustments	432
Lease payments	(487)
Lease accretion	46
Ending balance at June 30, 2021	$	2,957

	Six Months Ended June 30,
	2021
Restructuring Lease Liability

Beginning balance at January 1, 2021	$	3,653
Valuation adjustments	81
Lease payments	(870)
Lease accretion	93
Ending balance at June 30, 2021	$	2,957

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.

Private Placement Warrants

As disclosed in the 2020 Form 10-K/A, during the first quarter of 2021, we reevaluated the accounting treatment of the Company’s Warrants issued in connection with the Business Combination. As a result of our reevaluation, we restated the Private Placement Warrants and recorded these warrants at fair value as a liability in the Company’s consolidated balance sheet as at December 31, 2020. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes-Merton valuation model. Changes in fair value of the Private Placement Warrants are presented under Change in the fair value of warrant liabilities on the Income Statement.

As of June 30, 2021, the Company has approximately 4.0 million Private Placement Warrants outstanding. The significant assumptions were as follows:


	June 30, 2021
Private Placement Warrants Fair Value Per Share	$	3.66
Private Placement Warrant valuation inputs:
Stock price	$	9.68
Strike price	$	11.50
Remaining contractual term in years	4.04
Estimated volatility of Class A Common Stock	55.0		%
Dividend yield	0.0		%
Risk free interest rate	0.67		%

Contingent consideration payable related to acquisitions

The fair value of the contingent consideration payable for the Aimtell/PushPros/Aramis and Crisp Results acquisitions (described in Note 6 Acquisitions) were 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. Changes in fair value of contingent consideration are presented under Acquisition costs on the unaudited condensed statement of operations. The range of outcomes for the fair value of the contingent consideration did not materially change for Aimtell/PushPros/Aramis from prior period.


Contingent Consideration assumptions:	Aimtell/PushPros/Aramis		Crisp Results
EBITDA expectations	4,390,925		10,581,397
Risk adjustment EBITDA	3,885,625		9,680,674
EBITDA volatility	115.0	%	70.0	%
Iteration (actual)	100,000		100,000
Risk adjustment discount rate	36.0	%	21.5	%
Risk free / Credit risk	6.2	%	6.2	%
Days gap from period end to payment	90		90


		June 30, 2021
Category		Level 1		Level 2		Level 3		Total
Liabilities:
Private Warrant Liabilities	Total liabilities	$	—	$	—	$	14,640	$	14,640
Contingent consideration - current	Contingent consideration payable					$	6,213	$	6,213
Contingent consideration -non-current	Contingent consideration payable	$	—	$	—	$	4,035	$	4,035
Total		$	—	$	—	$	24,888	$	24,888

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


	Private Warrants		Contingent Consideration
Beginning January 1, 2021	$	22,080	$	—
Additions	—		9,688
Changes in fair value	(7,435)		560
Settlements	(5)		—
Ending June 30, 2021	$	14,640	$	10,248


	Private Warrants		Contingent Consideration
Beginning April 1, 2021	$	22,390	$	5,307
Additions	—		4,763
Changes in fair value	(7,750)		178
Settlements	—		—
Ending June 30, 2021	$	14,640	$	10,248

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

EMPLOYEE AND DIRECTOR INCENTIVE PLANS

6 Months Ended

Jun. 30, 2021

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. For additional information see Note 12 “Employee and Director Incentive Plans” in the Notes to Consolidated Financial Statements in our 2020 Form 10-K/A.

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 June 30, 2021, total non-vested stock-based compensation expense related to restricted stock was $7.0 million, which will be recognized over a weighted-average remaining period of 2.04 years. The weighted-average grant-date fair value of shares granted during the six-month period ended June 30, 2021, was $7.14 per share.

Restricted Shares

The following table presents the restricted share activity for the six-month period ended June 30, 2021 (in thousands, except price per share):


Restricted Stock Units	Number of Restricted Stock	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2021	1,197	$	7.31
Granted	56	$	12.10
Exercised	(83)	$	7.31
Forfeited/Canceled	(101)	$	11.73
Outstanding at June 30, 2021	1,069	$	7.14

As of June 30, 2021, the Company has one shared-based compensation plan that allows for granting of restricted share units and stock options. The compensation cost that has been recorded against Consolidated Statement of Operations, “Salaries and related costs” was approximately $1.4 million and $2.8 million for the three and six months ended June 30, 2021, respectively. The total intrinsic value of units exercised during the quarter ended June 30, 2021, was $0.6 million.

The following table presents the stock option activity for the quarter ended June 30, 2021 (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 Stock Options Vested
Outstanding at January 1, 2021	551	$	3.34	5.9 years	$	—
Granted	59	$	5.77	5.9 years	$	—
Forfeited/expired	(47)	$	5.33	—	$	—
Outstanding at June 30, 2021	563	$	3.43	5.9 years	$	—
Vested at June 30, 2021	(9)	$	3.34	—	$	47.36

The weighted-average grant-date strike price of options during the quarter ended June 30, 2021 was $12.96 per share.

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES As a result of the Business Combination, the Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker, which owns 58.1% of equity interests in DMSH. 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 future earnings (i.e. those earnings not attributed to the non-controlling interests, which continue to be taxed on their own allocable share of future 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 condensed consolidated financial statements under GAAP. As a result, the Company’s effective tax rate is expected to differ materially from the statutory rate. The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. The Company recorded income tax expense of $1.0 million and $1.1 million for the three and six months ended June 30, 2021. The blended effective tax rate for the three and six months ended June 30, 2021 were 17.27% and 19.53%, which varies from our statutory U.S. tax rate due to taxable income or loss that is allocated to the non-controlling interest. The Company recorded $0.2 million and $0.3 million income tax expense for the three and six months ended June 30, 2020. Tax Receivable Agreement 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 as of December 31, 2020, 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 $16.2 million and Additional Paid-in Capital of $4.0 million in the unaudited condensed consolidated balance sheets. As of June 30, 2021, the total amount of payments under the TRA was $17.4 million, of which $1.2 million was current and included in Accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheet. ASU 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This new guidance was effective for the Company beginning on January 1, 2021, and did not have a material impact on the Company’s condensed consolidated financial statements.

Revenue from Contract with Customer [Abstract]

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 PER SHARE

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

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., after adjusting net income for the change in fair value of warrant liability multiplied by the percentage of parent’s ownership share and the denominator is adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements.

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 unaudited condensed consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the Business Combination on July 15, 2020. The basic and diluted earnings per share represent only the shares earned during the period of January 1, 2021 to June 30, 2021.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock:


	Three Months Ended June 30,		Six Months Ended June 30,
	2021		2021
Numerator:
Net income attributable to Digital Media Solutions, Inc. - basic	$	2,528	$	2,354
Less: dilutive effect of change in fair value warrant liabilities attributable to Digital Media Solutions, Inc.	—		4,321
Net income (loss) attributable to Digital Media Solutions, Inc. - diluted	$	2,528	$	(1,967)

Denominator:
Weighted average shares - basic	35,377		34,315
Add: dilutive effects of employee equity awards	628		—
Add: dilutive effects of Private Placement warrants	—		10
Add: dilutive effects of public warrants	—		0
Add: dilutive effects of deferred consideration	517		0
Weighted average shares - diluted	36,522		34,325
Net income per common share:
Basic	$	0.07	$	0.07
Diluted	$	0.07	$	(0.06)

For the three months ended June 30, 2021, the Company excluded 14.0 million warrants, 87,000 employee equity awards and 25.9 million DMSH Units convertible into Class A Common Stock, as the effect was anti-dilutive. For the six months ended June 30, 2021, the Company excluded 10.0 million warrants, 25.9 million DMSH Units convertible into Class A Common Stock and 1,632,000 employee equity awards as the effect was anti-dilutive.

For the three and six months ended June 30, 2021, the Company excluded contingent consideration issued in connection with Aramis, Aimtell and PushPros and Crisp Results acquisitions, which is payable in DMS common stock at the Company’s option, as the necessary conditions to pay such consideration had not been satisfied by the end of the period. For the six months ended June 30, 2021, the Company excluded deferred consideration issued in connection with Crisp Results acquisition, which is payable in DMS common stock at the Company’s option, as the effect was anti-dilutive.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of presentation	Basis of Presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. All significant intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited condensed consolidated financial statements; therefore, actual results could differ from those estimates. Interim results are not necessarily indicative of the results for a full year.
New accounting standards	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 February 2016, the Financial Accounting Standards Board (“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 to 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 adopt the standard using the optional transition method whereby we would apply the new lease requirements through a cumulative-effect adjustment on the effective date of adoption. 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 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.
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., after adjusting net income for the change in fair value of warrant liability multiplied by the percentage of parent’s ownership share and the denominator is adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements.

REVENUE (Tables)

6 Months Ended

Jun. 30, 2021

Disaggregation of Revenue

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


	Three Months Ended June 30, 2021
	Brand Direct		Marketplace		Other		Intercompany eliminations		Total
Three Months Ended June 30, 2021
Net revenue:
Customer acquisition	$	57,955	$	57,763	$	—	$	(14,476)	$	101,242
Managed services	1,921		—		1,109		—		3,030
Software services	—		—		807		—		807
Total Net revenue	$	59,876	$	57,763	$	1,916	$	(14,476)	$	105,079
	Three Months Ended June 30, 2020
Three Months Ended June 30, 2020	Brand Direct		Marketplace		Other		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	40,185	$	35,218	$	—	$	(6,636)	$	68,767
Managed services	5,189		—		449		—		5,638
Software services	—		—		791		—		791
Total Net revenue	$	45,374	$	35,218	$	1,240	$	(6,636)	$	75,196


	Six Months Ended June 30, 2021
	Brand Direct		Marketplace		Other		Intercompany eliminations		Total
Six Months Ended June 30, 2021
Net revenue:
Customer acquisition	$	111,009	$	107,022	$	—	$	(25,127)	$	192,904
Managed services	5,046		—		2,325		—		7,371
Software services	—		—		1,607		—		1,607
Total Net revenue	$	116,055	$	107,022	$	3,932	$	(25,127)	$	201,882


	Six Months Ended June 30, 2020
Six Months Ended June 30, 2020	Brand Direct		Marketplace		Other		Intercompany eliminations		Total

Net revenue:
Customer acquisition	78,637		69,396		—		(10,246)		137,787
Managed services	7,638		—		899		—		8,537
Software services	—		—		1,600		—		1,600
Total Net revenue	$	86,275	$	69,396	$	2,499	$	(10,246)	$	147,924

REPORTABLE SEGMENTS (Tables)

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Reconciliation of Operations of Segments

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020

Net revenue	$	105,079	$	75,196	$	201,882	$	147,924
Brand Direct	59,876		45,374		116,055		86,275
Marketplace	57,763		35,218		107,022		69,396
Other	1,916		1,240		3,932		2,499
Intercompany eliminations	(14,476)		(6,636)		(25,127)		(10,246)
Cost of revenue	71,359		52,402		140,541		102,561
Brand Direct	44,321		34,410		87,140		65,298
Marketplace	41,056		24,541		77,654		47,440
Other	458		38		874		69
Intercompany eliminations	(14,476)		(6,587)		(25,127)		(10,246)
Gross profit	$	33,720	$	22,794	$	61,341	$	45,363
Salaries and related costs	11,708		7,901		21,977		16,231
General and administrative expenses	10,552		4,652		17,514		9,950
Acquisition costs	466		47		1,960		74
Depreciation and amortization	7,044		4,356		12,463		8,671
Income from operations	$	3,950	$	5,838	$	7,427	$	10,437

GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

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


	Brand Direct		Marketplace		Other		Total
Balance, December 31, 2020	$	8,616	$	32,660	$	3,628	$	44,904
Additions (Note 6)	4,853		17,370		—		22,223
Balance, June 30, 2021	$	13,469	$	50,030	$	3,628	$	67,127

Schedule of Finite-Lived Intangible Assets

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


		June 30, 2021						December 31, 2020
	Amortization Period (Years)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Intangible assets subject to amortization:
Technology	3 to 5	$	58,631	$	(26,672)	$	31,959	$	48,008	$	(21,454)	$	26,554
Customer relationships	2 to 9	55,713		(10,653)		45,060		21,794		(6,749)		15,045
Brand	1 to 7	9,621		(1,547)		8,074		4,295		(961)		3,334
Non-competition agreements	3	2,222		(881)		1,341		2,105		(591)		1,514
Total		$	126,187	$	(39,753)	$	86,434	$	76,202	$	(29,755)	$	46,447

DEBT (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

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


	June 30, 2021		December 31, 2020
Term loan	$	225,000	$	190,541
Revolving credit facility	—		4,000
Delayed draw term loan	—		8,236
Notes payable	—		1,074
Total debt	225,000		203,851
Unamortized debt issuance costs (1)	(6,755)		(2,293)
Debt, net	218,245		201,558
Current portion of long-term debt	(2,250)		(7,967)
Long-term debt	$	215,995	$	193,591

(1) Includes net debt issuance discount and other costs.

Schedule of Maturities of Long-term Debt

The scheduled maturities of our total debt are estimated as follows at June 30, 2021:


(in thousands)
2021	$	1,125
2022	2,250
2023	2,250
2024	2,250
2025 and thereafter	217,125
Total debt	$	225,000

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)

6 Months Ended

Jun. 30, 2021

Business Combinations [Abstract]

Net assets and liabilities acquired from the 2020 and 2021 Acquisitions consist of the following;


(In thousands)	SmarterChaos		Aimtell, PushPros and Aramis (preliminary)		Crisp Results (preliminary)		Expected Useful Life
	2020		2021		2021		2021
Goodwill	$	3,078	$	4,853	$	17,370
Technology	$	—	$	10,500	$	—	3 to 5
Customer relationships	$	2,500	$	7,920	$	26,000	5 to 6
Accounts receivable	$	576	$	3,313	$	2,610
Brand	$	277	$	226	$	5,100	1 to 7
Non-competitive agreements	$	—	$	117	$	—	3
Property and equipment	$	28	$	250	$	220	3 to 5
Accounts payable	$	(1,156)	$	(2,966)	$	(1,593)
Other assets acquired and liabilities assumed, net (1)	$	496	$	1,057	$	—
Net assets and liabilities acquired	$	5,799	$	25,270	$	49,707

Schedule of Business Acquisitions, by Acquisition


	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
(In thousands)	Aimtell, PushPros and Aramis		Crisp Results		Aimtell, PushPros and Aramis		Crisp Results
Net revenue	$	5,774	$	6,967	$	10,075	$	6,967
Net income (loss) from operations	$	(484)	$	(155)	$	(620)	$	(155)


					Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
(In thousands)					SmarterChaos
Net revenue					$	934	$	1,757
Net income (loss) from operations					$	7	$	(161)

Pro Forma Information

The pro forma results do not necessarily reflect the actual results of operations of the combined companies under our ownership and operation.


	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
(In thousands)	Aimtell, PushPros and Aramis		Crisp Results		Aimtell, PushPros and Aramis		Crisp Results
Net revenue	$	5,774	$	6,967	$	14,860	$	15,246
Net income (loss) from operations	$	(484)	$	(155)	$	635	$	2,087

	Three Months Ended June 30, 2020				Six Months Ended June 30, 2020
	Aimtell, PushPros and Aramis		Crisp Results		Aimtell, PushPros and Aramis		Crisp Results
Net revenue	$	8,393	$	6,650	$	16,432	$	13,110
Net income (loss) from operations	$	2,573	$	1,119	$	3,268	$	2,105

RESTRUCTURING COSTS (Tables)

6 Months Ended

Jun. 30, 2021

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The change in liability for the restructuring costs for the three and six months ended June 30, 2021 are as follows:


	Three Months Ended June 30,
	2021
Restructuring Lease Liability

Beginning balance at April 1, 2021	$	2,966
Valuation adjustments	432
Lease payments	(487)
Lease accretion	46
Ending balance at June 30, 2021	$	2,957

	Six Months Ended June 30,
	2021
Restructuring Lease Liability

Beginning balance at January 1, 2021	$	3,653
Valuation adjustments	81
Lease payments	(870)
Lease accretion	93
Ending balance at June 30, 2021	$	2,957

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements, Recurring and Nonrecurring


		June 30, 2021
Category		Level 1		Level 2		Level 3		Total
Liabilities:
Private Warrant Liabilities	Total liabilities	$	—	$	—	$	14,640	$	14,640
Contingent consideration - current	Contingent consideration payable					$	6,213	$	6,213
Contingent consideration -non-current	Contingent consideration payable	$	—	$	—	$	4,035	$	4,035
Total		$	—	$	—	$	24,888	$	24,888

Fair Value, Liabilities Measured on Recurring Basis, Level 2 Input Reconciliation

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


	Private Warrants		Contingent Consideration
Beginning January 1, 2021	$	22,080	$	—
Additions	—		9,688
Changes in fair value	(7,435)		560
Settlements	(5)		—
Ending June 30, 2021	$	14,640	$	10,248


	Private Warrants		Contingent Consideration
Beginning April 1, 2021	$	22,390	$	5,307
Additions	—		4,763
Changes in fair value	(7,750)		178
Settlements	—		—
Ending June 30, 2021	$	14,640	$	10,248

Fair Value Measurement Inputs and Valuation Techniques

As of June 30, 2021, the Company has approximately 4.0 million Private Placement Warrants outstanding. The significant assumptions were as follows:


	June 30, 2021
Private Placement Warrants Fair Value Per Share	$	3.66
Private Placement Warrant valuation inputs:
Stock price	$	9.68
Strike price	$	11.50
Remaining contractual term in years	4.04
Estimated volatility of Class A Common Stock	55.0		%
Dividend yield	0.0		%
Risk free interest rate	0.67		%

The range of outcomes for the fair value of the contingent consideration did not materially change for Aimtell/PushPros/Aramis from prior period.


Contingent Consideration assumptions:	Aimtell/PushPros/Aramis		Crisp Results
EBITDA expectations	4,390,925		10,581,397
Risk adjustment EBITDA	3,885,625		9,680,674
EBITDA volatility	115.0	%	70.0	%
Iteration (actual)	100,000		100,000
Risk adjustment discount rate	36.0	%	21.5	%
Risk free / Credit risk	6.2	%	6.2	%
Days gap from period end to payment	90		90

Share-based Payment Arrangement [Abstract]

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

EMPLOYEE AND DIRECTOR INCENTIVE PLANS (Tables)

6 Months Ended

Jun. 30, 2021

Nonvested Restricted Stock Shares Activity

The following table presents the restricted share activity for the six-month period ended June 30, 2021 (in thousands, except price per share):


Restricted Stock Units	Number of Restricted Stock	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2021	1,197	$	7.31
Granted	56	$	12.10
Exercised	(83)	$	7.31
Forfeited/Canceled	(101)	$	11.73
Outstanding at June 30, 2021	1,069	$	7.14

Share-Based Payment Arrangement, Option, Activity

The following table presents the stock option activity for the quarter ended June 30, 2021 (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 Stock Options Vested
Outstanding at January 1, 2021	551	$	3.34	5.9 years	$	—
Granted	59	$	5.77	5.9 years	$	—
Forfeited/expired	(47)	$	5.33	—	$	—
Outstanding at June 30, 2021	563	$	3.43	5.9 years	$	—
Vested at June 30, 2021	(9)	$	3.34	—	$	47.36

EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2021

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 per share of Class A common stock:


	Three Months Ended June 30,		Six Months Ended June 30,
	2021		2021
Numerator:
Net income attributable to Digital Media Solutions, Inc. - basic	$	2,528	$	2,354
Less: dilutive effect of change in fair value warrant liabilities attributable to Digital Media Solutions, Inc.	—		4,321
Net income (loss) attributable to Digital Media Solutions, Inc. - diluted	$	2,528	$	(1,967)

Denominator:
Weighted average shares - basic	35,377		34,315
Add: dilutive effects of employee equity awards	628		—
Add: dilutive effects of Private Placement warrants	—		10
Add: dilutive effects of public warrants	—		0
Add: dilutive effects of deferred consideration	517		0
Weighted average shares - diluted	36,522		34,325
Net income per common share:
Basic	$	0.07	$	0.07
Diluted	$	0.07	$	(0.06)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - DMSH	Jun. 30, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Equity method investment, ownership percentage	55.50%
Prism and Clairvest Direct Seller
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners	44.50%
Prism, Clairvest Direct Seller and SmarterChaos
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners	41.90%	44.80%

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Net revenue	$ 105,079	$ 75,196	$ 201,882	$ 147,924
Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	59,876	45,374	116,055	86,275
Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	57,763	35,218	107,022	69,396
Other
Disaggregation of Revenue [Line Items]
Net revenue	1,916	1,240	3,932	2,499
Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(14,476)	(6,636)	(25,127)	(10,246)
Customer acquisition
Disaggregation of Revenue [Line Items]
Net revenue	101,242	68,767	192,904	137,787
Customer acquisition \| Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	57,955	40,185	111,009	78,637
Customer acquisition \| Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	57,763	35,218	107,022	69,396
Customer acquisition \| Other
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Customer acquisition \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(14,476)	(6,636)	(25,127)	(10,246)
Managed services
Disaggregation of Revenue [Line Items]
Net revenue	3,030	5,638	7,371	8,537
Managed services \| Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	1,921	5,189	5,046	7,638
Managed services \| Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Managed services \| Other
Disaggregation of Revenue [Line Items]
Net revenue	1,109	449	2,325	899
Managed services \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Software services
Disaggregation of Revenue [Line Items]
Net revenue	807	791	1,607	1,600
Software services \| Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Software services \| Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Software services \| Other
Disaggregation of Revenue [Line Items]
Net revenue	807	791	1,607	1,600
Software services \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	$ 0	$ 0	$ 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.

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-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

REVENUE - Contract Balances (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Contract with customer, liability	$ 1,200	$ 1,200	$ 1,700
Contract with customer, receivable, net	2,200	2,200	$ 1,800
Contract with customer, revenue recognized	$ 1,100	$ 2,800

REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information [Line Items]
Net revenue	$ 105,079	$ 75,196	$ 201,882	$ 147,924
Cost of revenue	71,359	52,402	140,541	102,561
Gross profit	33,720	22,794	61,341	45,363
Salaries and related costs	11,708	7,901	21,977	16,231
General and administrative expenses	10,552	4,652	17,514	9,950
Acquisition costs	466	47	1,960	74
Depreciation and amortization	7,044	4,356	12,463	8,671
Income from operations	3,950	5,838	7,427	10,437
Intercompany eliminations
Segment Reporting Information [Line Items]
Net revenue	(14,476)	(6,636)	(25,127)	(10,246)
Cost of revenue	(14,476)	(6,587)	(25,127)	(10,246)
Brand Direct
Segment Reporting Information [Line Items]
Net revenue	59,876	45,374	116,055	86,275
Brand Direct \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	59,876	45,374	116,055	86,275
Cost of revenue	44,321	34,410	87,140	65,298
Marketplace
Segment Reporting Information [Line Items]
Net revenue	57,763	35,218	107,022	69,396
Marketplace \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	57,763	35,218	107,022	69,396
Cost of revenue	41,056	24,541	77,654	47,440
Other
Segment Reporting Information [Line Items]
Net revenue	1,916	1,240	3,932	2,499
Other \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	1,916	1,240	3,932	2,499
Cost of revenue	$ 458	$ 38	$ 874	$ 69

GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($)
Goodwill [Roll Forward]
Balance, December 31, 2020	$ 44,904
Additions	22,223
Balance, June 30, 2021	67,127
Brand Direct \| Operating Segments
Goodwill [Roll Forward]
Balance, December 31, 2020	8,616
Additions	4,853
Balance, June 30, 2021	13,469
Marketplace \| Operating Segments
Goodwill [Roll Forward]
Balance, December 31, 2020	32,660
Additions	17,370
Balance, June 30, 2021	50,030
Other \| Operating Segments
Goodwill [Roll Forward]
Balance, December 31, 2020	3,628
Additions	0
Balance, June 30, 2021	$ 3,628

GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Accumulated impairments	$ 0		$ 0
Amortization of intangible assets	$ 9,900,000	$ 7,100,000

GOODWILL AND INTANGIBLE ASSETS - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross	$ 126,187	$ 76,202
Accumulated Amortization	(39,753)	(29,755)
Net	86,434	46,447
Technology
Finite-Lived Intangible Assets [Line Items]
Gross	58,631	48,008
Accumulated Amortization	(26,672)	(21,454)
Net	$ 31,959	26,554
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	$ 55,713	21,794
Accumulated Amortization	(10,653)	(6,749)
Net	$ 45,060	15,045
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	2 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	9 years
Brand
Finite-Lived Intangible Assets [Line Items]
Gross	$ 9,621	4,295
Accumulated Amortization	(1,547)	(961)
Net	$ 8,074	3,334
Brand \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	1 year
Brand \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	7 years
Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	3 years
Gross	$ 2,222	2,105
Accumulated Amortization	(881)	(591)
Net	$ 1,341	$ 1,514

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt	$ 225,000	$ 203,851
Unamortized debt issuance costs	(6,755)	(2,293)
Debt, net	218,245	201,558
Current portion of long-term debt	(2,250)	(7,967)
Long-term debt	215,995	193,591
Term loan
Debt Instrument [Line Items]
Total debt	225,000	190,541
Revolving credit facility
Debt Instrument [Line Items]
Total debt	0	4,000
Delayed draw term loan
Debt Instrument [Line Items]
Total debt	0	8,236
Notes payable
Debt Instrument [Line Items]
Notes payable	$ 0	$ 1,074

DEBT - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	May 25, 2021	May 24, 2021
Debt Instrument [Line Items]
Payments of borrowings on revolving credit facilities			$ 15,000	$ 1,000
Loss on debt extinguishment	$ 2,108	$ 0	$ 2,108	$ 0
Senior Secured Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Debt term					5 years
Senior secured revolving credit facility					$ 275,000
Deferred issuance costs					3,500
Senior Secured Credit Facility \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount					$ 225,000
Discount as a percentage					1.80%
Discount amount					$ 4,200
Payment of original principal amount paid quarterly	1.00%		1.00%
Senior Secured Credit Facility \| Line of Credit \| Secured Debt \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate			5.00%
Senior Secured Credit Facility \| Line of Credit \| Secured Debt \| Base Rate
Debt Instrument [Line Items]
Variable rate			4.00%
Senior Secured Credit Facility \| Line of Credit \| Revolving credit facility
Debt Instrument [Line Items]
Senior secured revolving credit facility					$ 50,000
Per annum commitment fee			0.50%
Senior Secured Credit Facility \| Line of Credit \| Revolving credit facility \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate			4.25%
Alternate base rate			1.00%
Senior Secured Credit Facility \| Line of Credit \| Revolving credit facility \| Fed Funds Effective Rate Overnight Index Swap Rate
Debt Instrument [Line Items]
Alternate base rate			0.50%
Senior Secured Credit Facility \| Line of Credit \| Revolving credit facility \| Base Rate
Debt Instrument [Line Items]
Variable rate			3.25%
Stated rate	1.75%		1.75%
Monroe Facility \| Line of Credit \| Revolving credit facility
Debt Instrument [Line Items]
Senior secured revolving credit facility						$ 15,000
Aggregate principal amount extinguished			$ 210,000

DEBT - Debt Maturity Schedule (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
2021	$ 1,125
2022	2,250
2023	2,250
2024	2,250
2025 and thereafter	217,125
Total debt	$ 225,000	$ 203,851

ACQUISITIONS - Additional Information (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Apr. 01, 2021

Feb. 01, 2021

Jul. 16, 2020

Jun. 30, 2021

Mar. 31, 2021

Jun. 30, 2020

Jun. 30, 2021

Jun. 30, 2020

Dec. 31, 2020

Jul. 15, 2020

Issuance of equity for Aimtell/PushPros/Aramis and Crisp Results

$ 24,830

$ 0

Contingent consideration payable - noncurrent

$ 4,035

4,035

$ 0

Deferred acquisition consideration payable

4,642

Payment of equity issuance costs

466

$ 47

1,960

$ 322

$ 0

Units/shares redeemed and issued to Class A Common Stock

192

Minimum | Brand

Minimum | Customer relationships

1 year

5 years

Minimum | Technology

3 years

Maximum | Brand

Maximum | Customer relationships

7 years

6 years

Maximum | Technology

5 years

Crisp Results

Consideration transferred

$ 40,000

Issuance of equity for Aimtell/PushPros/Aramis and Crisp Results

20,000

20,000

Contingent consideration

10,000

Contingent consideration liability

$ 4,800

5,400

$ 5,400

Earnout period

12 months

Deferred payment

$ 5,000

Deferred payment period

18 months

Deferred acquisition consideration payable

$ 4,600

Contingent consideration earnout increase

600

Payment of equity issuance costs

700

$ 200

Equity issued to acquiree (in shares)

1,600,000

Crisp Results | Minimum | Brand

Crisp Results | Minimum | Customer relationships

1 year

Crisp Results | Maximum | Brand

5 years

Crisp Results | Maximum | Customer relationships

7 years

Aimtell, PushPros and Aramis

6 years

Consideration transferred

$ 20,000

Issuance of equity for Aimtell/PushPros/Aramis and Crisp Results

5,000

15,000

Contingent consideration

$ 4,900

Earnout period

3 years

Contingent consideration payable - noncurrent

$ 15,000

Equity issued to acquiree (in shares)

$ 500

1,290,000

Working capital

$ 300

Aimtell, PushPros and Aramis | Technology

Aimtell, PushPros and Aramis | Minimum | Brand

7 years

Aimtell, PushPros and Aramis | Minimum | Customer relationships

1 year

Aimtell, PushPros and Aramis | Maximum | Brand

5 years

Aimtell, PushPros and Aramis | Maximum | Customer relationships

7 years

6 years

SmarterChaos

$ 400

Units/shares redeemed and issued to Class A Common Stock (in shares)

$ 5,800

154,000

Units/shares redeemed and issued to Class A Common Stock

$ 392

^[1]

$ 3,000

SmarterChaos | Minimum | Brand

SmarterChaos | Minimum | Customer relationships

1 year

SmarterChaos | Maximum | Brand

5 years

SmarterChaos | Maximum | Customer relationships

7 years

6 years

SmarterChaos | DMSH