0001628280-22-006362 | 10-K | XBRL Viewer | Digital Media Solutions INC

Stock issued during the period (in shares)

3,000

1,861

1,139

Distributions

(162)

(170)

32,294,000

25,857,000

Working capital adjustment related to Business Combination (in shares)

20,491

(46,635)

$ 3

(50,846)

4,205

(40,647)

107,773

Stock-based compensation

$ 958

958

99,000

142,000

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

58,392,040

32,392,576

25,999,464

32,393,000

25,999,000

Ending balance at Dec. 31, 2020

$ (95,685)

(51,167)

$ 3

(48,027)

(3,146)

(44,518)

Net loss

6,193

2,202

3,991

Shares issued in connection with acquisition (in shares)

1,293,000

1,595,000

Stock issued during the period (in shares)

$ 14,889

$ 19,823

$ 8,688

$ 11,567

$ 8,688

$ 11,567

$ 6,201

$ 8,256

Distributions

$ (179)

$ (17)

$ (2)

^[1]

$ (179)

$ (17)

$ (2)

1,000

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

Stock-based compensation

6,840

300,000

154,000

(300,000)

Units/shares redeemed and issued to Class A Common Stock

$ 192

$ 392

^[2]

$ 192

$ 392

$ 192

$ 392

Directors and employee vested units issued (in shares)

490,000

Correction of Business Combination Tax Receivable Agreement

(322)

Impact of transactions affecting non-controlling interest

^[3]

(4,707)

4,707

Other

^[4]

$ 41

121

(80)

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

61,925,075

36,225,611

25,699,464

36,226,000

25,699,000

Ending balance at Dec. 31, 2021

$ (47,818)

$ (26,177)

$ 3

$ (25,239)

$ (944)

$ (21,641)

$ 0

[1]	Represents tax distribution to former owners of SmarterChaos.
[2]	On June 30, 2021, the sellers of SmarterChaos 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]	The carrying amount of non-controlling interest was adjusted primarily 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.
[4]	Includes costs associated with the issuance of equity shares, other distribution costs, and other tax adjustments associated with the Tax Receivable Agreement

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net income (loss)	$ 6,193,000	$ (13,714,000)
Adjustments to reconcile net income to net cash provided by operating activities
Provision for bad debt	4,798,000	3,039,000
Depreciation and amortization	25,401,000	17,954,000
Loss from sales of assets	0	411,000
Loss on disposal of assets	8,000	0
Lease restructuring charges	542,000	4,203,000
Debt extinguishment	2,108,000	0
Stock-based compensation, net of amounts capitalized	6,393,000	958,000
Payment of contingent consideration	0	(1,000,000)
Amortization of debt issuance costs	1,379,000	936,000
Deferred income tax provision, net	16,459,000	(479,000)
Other	0	400,000
Change in fair value of contingent consideration	1,106,000	0
Change in fair value of warrant liabilities	(18,115,000)	8,840,000
Change in tax receivable agreement liabilities	(16,402,000)	1,138,000
Change in income tax receivable and payable	(727,000)	0
Change in accounts receivable	(8,369,000)	(14,409,000)
Change in prepaid expenses and other current assets	(419,000)	(630,000)
Change in accounts payable and accrued expenses	(612,000)	8,742,000
Change in other liabilities	(956,000)	622,000
Net cash provided by operating activities	18,787,000	17,011,000
Cash flows from investing activities
Additions to property and equipment	(9,114,000)	(10,372,000)
Acquisition of businesses, net of cash acquired	(25,129,000)	(2,799,000)
Other	0	10,000
Net cash used in investing activities	(34,243,000)	(13,161,000)
Cash flows from financing activities
Proceeds from Business Combination	0	29,278,000
Proceeds from issuance of long-term debt	220,840,000	2,253,000
Payments of long-term debt and notes payable	(200,977,000)	(5,641,000)
Proceeds from borrowings on revolving credit facilities	11,000,000	10,000,000
Payments of borrowings on revolving credit facilities	(15,000,000)	(11,000,000)
Payment of debt issuance costs	(3,565,000)	(189,000)
Tax withholding on share based awards	(994,000)	0
Payment of equity issuance	(493,000)	0
Payment of early termination	(188,000)	0
Proceeds from warrants exercised	11,000	0
Distribution to members	(196,000)	0
Other	15,000	(162,000)
Net cash provided by financing activities	10,453,000	24,539,000
Net change in cash	(5,003,000)	28,389,000
Cash, beginning of period	31,397,000	3,008,000
Cash, end of period	26,394,000	31,397,000
Supplemental Disclosure of Cash Flow Information
Interest	12,926,000	13,255,000
Income taxes	4,442,000	3,940,000
Contingent and deferred acquisition consideration	11,903,000	0
Stock-based compensation capitalized in property and equipment	447,000	0
Capital expenditures included in accounts payable	410,000	325,000
Issuance of equity for Aimtell/PushPros/Aramis, Crisp Results and SmarterChaos	$ 35,000	$ 3,000,000

CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) $ in Thousands	Dec. 31, 2021 USD ($) $ / shares shares
Allowance for credit loss \| $	$ 4,930
Preferred stock par value (usd per share) \| $ / shares	$ 0.0001
Preferred stock, authorized (in shares)	100,000,000
Preferred stock issued (in shares)	0
Preferred stock outstanding (in shares)	0
Common stock par value (usd per share) \| $ / shares	$ 0.0001
Common stock authorized (in shares)	600,000,000
Common stock outstanding (in shares)	61,925,075
Common Class A
Common stock par value (usd per share) \| $ / shares	$ 0.0001
Common stock authorized (in shares)	500,000,000
Common stock issued (in shares)	36,226,000
Common stock outstanding (in shares)	36,225,611
Common Class B
Common stock par value (usd per share) \| $ / shares	$ 0.0001
Common stock authorized (in shares)	60,000,000
Common stock issued (in shares)	25,699,000
Common stock outstanding (in shares)	25,699,464
Class C common stock
Common stock par value (usd per share) \| $ / shares	$ 0.0001
Common stock authorized (in shares)	40,000,000
Common stock issued (in shares)	0
Common stock outstanding (in shares)	0

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	BUSINESS, BASIS OF PRESENTATION AND 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 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. 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. As 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 SaaS and digital media services that are managed on behalf of the customer (i.e., managed services). Correction of Tax Receivable Agreement Liability as of Business Combination date Through the completion of the 2020 tax return during the third quarter of 2021, we identified an error recorded upon the Business Combination that resulted in a decrease in the deferred tax asset of $2.1 million, a decrease in the Tax Receivable Agreement liability of $1.8 million and a decrease in Additional paid-in capital of $0.3 million, as compared to the amounts recorded in the consolidated balance sheet as of December 31, 2020. As the effect of the correction to these accounts was not material to the prior period financial statements, we elected to correct the balance in the current year, with the offset to Additional paid-in capital, which was consistent with the method to record the Deferred tax assets and Tax Receivable Agreement liability on the date of the Business Combination. There was no impact to continuing operations, net income, or related per-share amounts for each impacted period. 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 58.4% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination) retained approximately 41.6% 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 intangibles acquired in business combinations, loss contingencies, contingent consideration liabilities, asset impairments, and deferred taxes and amounts associated with the Tax Receivable Agreement. 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. 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. A significant portion of the unbilled estimated revenue balance is finalized and invoiced to customers within sixty days following the period of service. Any remaining estimates are finalized and invoiced as billing totals are reconciled with the customer. 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, delinquency trends and current credit conditions. Accounts are written off when management determines that collection is unlikely. As of December 31, 2021 and 2020, the allowance for doubtful accounts was $4.9 million and $3.1 million, respectively, and bad debt expense was $4.8 million and $3.0 million for the years ended December 31, 2021 and 2020, 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. Costs for websites and internal-use software are capitalized as Property and Equipment, net on the Consolidated Balance Sheets during the preliminary project and application stages. Any initial research and development costs incurred during the preliminary project stage or costs incurred for data conversion activities, training, maintenance, general and administrative or overhead costs are expensed as incurred. Qualified costs incurred during the operating stage of our websites and software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality, while costs that cannot be separated between maintenance of, and minor upgrades and enhancements to, websites and internal‑use software are expensed as incurred. Capitalized software development costs are amortized on a straight line basis over the estimated useful life or 3 years, whichever is shorter. Website and software development costs that do not qualify for capitalization are expensed as incurred - through salaries and related costs for employees time or through cost of goods sold for 3rd party maintenance efforts, which are recorded in Salaries and related costs or in General and administrative expenses, respectively, within the consolidated statements of operations. 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. Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment and intangible assets, 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. Goodwill and other intangible assets We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of net assets acquired and the related goodwill and other intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and involves the use of significant estimates, including projections of future cashflows, discount rates, asset lives and market multiples. We review goodwill as of December 31st each year and whenever events or significant changes in circumstances indicate that the carrying value may not be recoverable. We evaluate the recoverability of goodwill at a reporting unit level. We have 3 reporting units that were subject to the 2021 annual impairment testing. Our annual impairment review as of December 31, 2021 did not result in an impairment charge for any of our reporting units. The fair value of each reporting unit for 2021 was estimated using a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data. We review intangible assets with definite lives subject to amortization whenever events or circumstances indicate that a carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the carrying value of these assets to the estimated undiscounted future cash flows expected to be generated by these asset groups. These asset groups are impaired when their carrying value exceeds their fair value. Impaired intangible assets with definite lives subject to amortization are written down to their fair value with a charge to expense in the period the impairment is identified. Intangible assets with definite lives are amortized on a straight-line basis with estimated useful lives generally between 1 and 9 years. Events or circumstances that might require impairment testing include the loss of a significant client, the identification of other impaired assets within a reporting unit, loss of key personnel, the disposition of a significant portion of a reporting unit, significant decline in stock price or a significant adverse change in business climate or regulations. Determining fair value requires the use of estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating profit margins, royalty rates, weighted average costs of capital, terminal growth rates, future market share, the impact of new product development, and future market conditions, among others. The Company recognizes a goodwill impairment charge for the amount by which the carrying value of goodwill exceeds the reporting unit’s fair value. Intangible assets with definite lives are amortized based on the estimated consumption of the economic benefit over their estimated useful lives. For additional information on goodwill, see Note 6. Goodwill and Intangible Assets. 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, 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. Acquisitions 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 are 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 acquisitions date, it is more likely than not that the contingencies will give rise to assets or liabilities. Acquisition related costs not considered part of the considerations are expensed as incurred and recorded in Acquisition costs within the consolidated statement of operations. 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. Since the Company’s contingent consideration can be paid in cash or DMS Class A Common Stock, at the election of the Company, 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 flows, estimated volatility and other inputs 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 the Company’s case, the fair value of financial instruments approximates 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 11. Equity for description of the Public Warrants’ terms. Because the Company’s Private Placement Warrants contain provisions whereby the settlement amount varies depending upon the characteristics of the warrant holder, they meet the definition of a derivative under ASC 815, Derivatives and Hedging. 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, 2021 and 2020 were $11.3 million and $1.2 million, respectively, and were included in General and administrative expenses within the consolidated statements of operations. 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 the volatility of its publicly traded shares in regards to the valuation of its stock options awarded to employees. 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. During the year ended December 31, 2020, the Company began granting RSUs to its employees and directors. RSUs have a service-based vesting conditions, which must be satisfied in order for RSUs to vest. The service-based vesting condition for these awards is typically satisfied over three to four years, depending on the award, with a cliff vesting period on the anniversary of the award. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period. 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. A valuation allowance will be recorded to reduce deferred tax assets to an amount that is anticipated to be realized on a more likely than not basis. 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 is 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 an initial 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. Valuation Allowances for Deferred Tax Assets We establish an income tax valuation allowance when available evidence indicates that it is more likely than not that all or a portion of a deferred tax asset will not be realized. In assessing the need for a valuation allowance, we consider the amounts and timing of expected future deductions or carryforwards and sources of taxable income that may enable utilization. We maintain an existing valuation allowance until enough positive evidence exists to support its reversal. Changes in the amount or timing of expected future deductions or taxable income may have a material impact on the level of income tax valuation allowances. Our assessment of the realizability of the deferred tax assets requires judgment about its future results. Inherent in this estimation is the requirement for us to estimate future book and taxable income and possible tax planning strategies. These estimates require us to exercise judgment about our future results, the prudence and feasibility of possible tax planning strategies, and the economic environment in which the Company does business. It is possible that the actual results will differ from the assumptions and require adjustments to the allowance. Adjustments to the allowance would affect future net income. (See Note 14. Income taxes). 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 to earnings per share. New Accounting Standards Accounting Standards Recently Adopted 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. Accounting Standards Not Yet Adopted The Company qualifies as an “emerging growth company” and 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 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 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, 2021
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 11. 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 Notes 10. Fair Value Measurements and 11. Equity for a description of the Company’s Private Placement and Public Warrants, respectively. •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 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 an initial 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. Through the completion of the 2020 tax return during the interim period ended September 30, 2021, we identified an error recorded upon the Business Combination that resulted in a decrease in the deferred tax asset of $2.1 million, a decrease in the Tax Receivable Agreement liability of $1.8 million and a decrease in Additional Paid-In Capital of $0.3 million, as compared to the amounts recorded in the consolidated balance sheet as of December 31, 2020 and interim periods in the current fiscal year. As the effect of the correction to these accounts was not material to the prior period financial statements, we elected to correct the balance as of September 30, 2021, with the offset to Additional Paid-In Capital, which was consistent with the method to record the Deferred Tax Asset and Tax Receivable Agreement liability on the date of the Business Combination. There was no impact to continuing operations, net income, or related per-share amounts for each period. As of December 31, 2021, the Company recorded a full valuation allowance on our DTA related to the Tax Receivable Agreement along with the entire DTA inventory as of December 31, 2020, as these assets are not more likely than not to be realized based on the positive and negative evidence that we considered. See Note 14. Income taxes for further details. 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, 2021

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


	Year Ended December 31, 2021
	Brand Direct		Marketplace		Other		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	244,942	$	224,158	$	—	$	(59,650)	$	409,450
Managed services	8,845		—		6,471		—		15,316
Software services	—		—		3,169		—		3,169
Total Net revenue	$	253,787	$	224,158	$	9,640	$	(59,650)	$	427,935


	Year Ended December 31, 2020
	Brand Direct		Marketplace		Other		Intercompany eliminations		Total
Net revenue:
Customer acquisition	179,682		155,999		—		(30,051)		305,630
Managed services	17,869		—		6,139		—		24,008
Software services	—		—		3,218		—		3,218
Total Net revenue	$	197,551	$	155,999	$	9,357	$	(30,051)	$	332,856

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, 2021 and 2020, the balance of deferred revenue was $1.8 million and $1.7 million, respectively,

and recorded “Accrued expenses and other current liabilities” on the audited consolidated balance sheets. We expect the majority of the deferred revenue balance at December 31, 2021 to be recognized as revenue during the following quarter.

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, 2021 and 2020, unbilled revenue included in accounts receivable was $2.9 million and $1.8 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.

For the year ended December 31, 2021, one customer accounted for approximately 13.5%of our total revenues. For the year ended December 31, 2020, no customer accounted for more than 10% of our total revenues.

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, 2021

Segment Reporting [Abstract]

REPORTABLE SEGMENTS

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 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):


	Years Ended December 31,
		2021		2020
Net revenue		$	427,935	$	332,856
Brand Direct		253,787		197,551
Marketplace		224,158		155,999
Other		9,640		9,357
Intercompany eliminations		(59,650)		(30,051)
Cost of revenue		300,016		234,731
Brand Direct		192,479		151,526
Marketplace		163,637		109,921
Other		3,550		3,335
Intercompany eliminations		(59,650)		(30,051)
Gross profit		$	127,919	$	98,125
Brand Direct		61,308		46,025
Marketplace		60,521		46,078
Other		6,090		6,022
Salaries and related costs		48,014		33,386
General and administrative expenses		43,049		30,020
Depreciation and amortization		25,401		17,954
Acquisition costs		1,967		4,814
Contingent consideration changes in fair value of acquisition		1,106		—
Income from operations		$	8,382	$	11,951

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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Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2021

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	2021		2020
Computers and office equipment	3 years	$	2,467	$	1,684
Furniture and fixtures	5 years	437		305
Leasehold improvements	7 years	385		320
Software development costs	3 years	28,272		18,913
Total		31,561		21,222
Less: Accumulated depreciation and amortization		(12,393)		(6,206)
Property and equipment, net		$	19,168	$	15,016

Depreciation and amortization expense for property and equipment for the years ended December 31, 2021 and 2020 was $6.2 million and $3.7 million, respectively, included in our consolidated statements of operations.

As of December 31, 2021 and 2020, the unamortized balance of capitalized software development costs was $16.7 million and $14.0 million, respectively. Amortization of capitalized software development costs for the years ended December 31, 2021 and 2020 was $5.5 million and $3.0 million, respectively, included in depreciation and amortization of our consolidated statements of operations.

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

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, 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
Additions (Note 8)	9,760		21,894		—		31,654
Balance, December 31, 2021	$	18,376	$	54,554	$	3,628	$	76,558

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

Intangible assets, net

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


		December 31, 2021						December 31, 2020
	Amortization Period (Years)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Technology	3 to 5	$	51,946	$	(29,929)	$	22,017	$	48,008	$	(21,454)	$	26,554
Customer relationships	2 to 9	49,273		(13,076)		36,197		21,794		(6,749)		15,045
Brand	1 to 7	12,109		(4,575)		7,534		4,295		(961)		3,334
Non-competition agreements	3	1,898		(1,418)		480		2,105		(591)		1,514
Total		$	115,226	$	(48,998)	$	66,228	$	76,202	$	(29,755)	$	46,447

Amortization expense for finite-lived intangible assets is recorded on a straight-line basis. Amortization expense related to finite-lived intangible assets was $19.1 million and 14.2 million for the year ended December 31, 2021 and 2020, 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):


	2022		2023		2024		2025		2026 and Thereafter
Amortization expense	$	19,398	$	16,366	$	13,792	$	6,564	$	10,108

Impairment analysis

For the year ended December 31, 2021, the fair value of the Company's goodwill exceeded the carrying value of the reporting units, and there were no other events or changes in circumstances to indicate that goodwill or intangible assets were impaired.

DEBT

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

DEBT

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


	December 31, 2021		December 31, 2020
Term loan	$	223,875	$	190,541
Revolving credit facility	—		4,000
Delayed draw term loan	—		8,236
Notes payable	—		1,074
Total debt	223,875		203,851
Less: Unamortized debt issuance costs (1)	(6,120)		(2,293)
Debt, net	217,755		201,558
Less: Current portion of long-term debt	(2,250)		(7,967)
Long-term debt	$	215,505	$	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 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 Term Loan, which was issued at an original issue discount of 1.80% 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 Loan bears interest 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. For the year ended December 31, 2021, the effective interest rate was 6.29%. Since May 25, 2021 our interest rate is based on LIBOR plus 5%.

The initial $4.2 million debt discount and $3.5 million debt issuance cost related to the Term Loan and Revolving Facility will be amortized over the term of the loan consistent with the effective interest method. As of December 31, 2021, the Term Loan debt discount and debt issuance cost classified as debt had a remaining unamortized balance of $3.7 million and $2.4 million,

respectively. The $0.8 million unamortized debt issuance cost associated with the undrawn Revolving Facility is classified and amortized as a long-term asset.

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.

The Company recognized a loss on debt extinguishment of $2.1 million during the year ended December 31, 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 consolidated statement of operations.

Debt Maturity Schedule

The scheduled maturities of our total debt are estimated as follows at December 31, 2021:


(in thousands)
2022	$	2,250
2023	2,250
2024	2,250
2025	2,250
2026 and thereafter	214,875
Total debt	$	223,875

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Restructuring and Related Activities [Abstract]

ACQUISITIONS

12 Months Ended

Dec. 31, 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” or “Crisp”). 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 1.6 million 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 achievement of certain milestones, and a $5.0 million deferred payment, to be paid 18 months after the acquisition date.

During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date.

Determining the fair value of assets acquired and liabilities assumed requires management's judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. As the result of the completed valuation of the assets acquired (including intangibles) and liabilities assumed, as well as the contingent consideration liabilities, as of the acquisition dates, the following adjustments were recorded related to further analysis of the forecast (for example, items that occurring in the pre-acquisition period that should have been factored into the forecast as of the acquisition date) and refinements to the significant assumptions in the valuation models used to value the intangibles and contingent consideration liabilities. As a result, we have made adjustment to the initial and subsequent fair

value of our intangible asset, goodwill, contingent consideration and working capital. The impact of these adjustments are as follows (in thousands):


Crisp Results	Original Acquisition Date Fair Value		Revised Acquisition Date Fair Value		Fair Value Mark-to-Market changes		Fair Value as of December 31, 2021
Goodwill	$	17,370	$	21,894	$	—	$	21,894
Intangible Assets:
Technology	$	—	$	—	$	—	$	—
Customer relationships	$	26,000	$	19,600	$	—	$	19,600
Brand	$	5,100	$	7,400	$	—	$	7,400
Non-competition agreements	$	—	$	—	$	—	$	—

Contingent Consideration	$	4,763	$	5,186	$	2,184	$	7,370

Working Capital	$	1,018	$	1,018	$	—	$	1,018

As of April 1, 2021, the acquisition date, the fair value of the contingent consideration earnout was recorded at $4.8 million, and the deferred consideration was $4.6 million. Subsequently, after the acquisition date, the initial fair value of the contingent consideration was revised to $5.2 million. As of December 31, 2021, the revised contingent consideration earnout value increased $2.2 million to a total of $7.4 million, and the present value of the deferred consideration increased $0.2 million to a total of $4.8 million. 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 $0.8 million of legal and other acquisition-related expenses, which were recorded as Acquisition costs in the consolidated operations during the year ended December 31, 2021. Additionally, we incurred $0.2 million of equity issuance costs, offsetting the $20 million 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 business 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. Fair value of Crisp Results brand was determined using the Relief from Royalty Method, and the fair value of customer relationships was determined using 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. Goodwill is expected to be deductible for tax purposes. Intangible assets primarily consist of brand and customer relationships with an estimated useful life of seven years for brand and six years for customer relationships.

Aimtell, PushPros and Aramis

On February 1, 2021, the Company acquired Aimtell, Inc. (“Aimtell”), PushPros, Inc. (“PushPros”) and Aramis Interactive (“Aramis”). Aimtell and PushPros are leading providers of technology-enabled digital performance advertising solutions that connect 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 upon closing of the transaction, consisting of $5.0 million in cash and approximately 1.29 million shares of Class A Common Stock valued at $15.0 million. The transaction also includes up to $15.0 million in contingent consideration to be earned over the three years following the acquisition, subject to the achievement of certain milestones. The contingent consideration can be paid in cash or Class A Common Stock at the election of the Company.


Aimtell, PushPros, and Aramis	Original Acquisition Date Fair Value		Revised Acquisition Date Fair Value		Fair Value Mark-to-Market changes		Fair Value as of December 31, 2021
Goodwill	$	4,853	$	9,761	$	—	$	9,761
Intangible Assets:
Technology	$	10,500	$	3,900	$	—	$	3,900
Customer relationships	$	7,920	$	7,690	$	—	$	7,690
Brand	$	226	$	208	$	—	$	208
Non-competition agreements	$	117	$	83	$	—	$	83

Contingent Consideration	$	4,925	$	2,147	$	(1,078)	$	1,069

Working Capital	$	1,404	$	944	$	—	$	944

As of February 1, 2021, the acquisition date, the fair value of the contingent consideration earnout was recorded at $4.9 million. Subsequently, after the acquisition date, the initial fair value of the contingent consideration earnout was revised to $2.1 million. As of December 31, 2021, the contingent consideration earnout fair value decreased $1.0 million to a total of $1.1 million. 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 $0.6 million of legal and other acquisition-related expenses, which were recorded as Acquisition costs in the audited consolidated statements of operations during the year ended December 31, 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. Fair value of Aimtell, PushPros technology was determined using the Multi Period Excess Earnings Method; fair value of Aramis customer relationships was determined using the Multi Period Excess Earnings Method; and fair value of Aimtell, PushPros cusotmer relationships was determined using the excess earnings method with distributor inputs..

The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of Aimtell, Aramis and PushPros and is included in the Brand Direct reportable segment. Goodwill is expected to be deductible for Aramis and PushPros for tax purposes. Intangible assets primarily consist of technology and customer relationships with an estimated useful life of four years for technology, and four 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 were convertible to Class A Common Stock, with an aggregate total value of $3.0 million based on the Company’s Class A Common Stock price on July 15, 2020. The SmarterChaos sellers also became parties to the Amended Partnership Agreement.

In conjunction with this acquisition, during the third quarter of 2020, we incurred approximately $0.4 million of legal and other acquisition-related expenses, which were recorded as Acquisition costs in the audited consolidated statements of operations.

On June 30, 2021, SmarterChaos sellers elected to redeem 154,000 DMSH units. We elected to exchange those for shares of Class A Common Stock, with an aggregate capital contribution to DMSH of approximately $3.0 million.

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. Goodwill is expected to be deductible for tax purposes. 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. The Company has finalized all working capital adjustments and fair value calculations for SmarterChaos and She is Media.

Net assets and liabilities acquired from the 2020 and 2021 acquisitions consist of the following (in thousands):


	Expected Useful Life	SmarterChaos		Aimtell, PushPros and Aramis		Crisp Results
		2020		2021		2021
Goodwill		$	3,078	$	9,761	$	21,894
Technology	4	—		3,900		—
Customer relationships	4 to 6	2,500		7,690		19,600
Accounts receivable		576		3,100		2,610
Brand	1 to 7	277		208		7,400
Non-competitive agreements	3	—		83		—
Property and equipment	3 to 5	28		250		220
Accounts payable		(1,156)		(2,887)		(1,593)
Other assets acquired and liabilities assumed, net (1)		496		740		1
Net assets and liabilities acquired		$	5,799	$	22,845	$	50,132

(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 weighted average amortization period for Aimtell, PushPros and Aramis acquisition technology is 4 years, customer relationships is 4.1 years, brand is 2.1 years and non-compete agreements is 3 years. The weighted average amortization period for Crisp Results acquisition customer relationships is 6 years, and brand is 7 years. In total, the weighted average amortization period for Aimtell, PushPros and Aramis is 4 years and Crisp Results is 5.6 years.

The following schedule represents the amounts of net revenue and net loss from operations related to 2021 acquisitions which have been included in the audited consolidated statements of operations for the periods indicated subsequent to the acquisition

date (in thousands):


	Year Ended December 31, 2021
		Aimtell, PushPros and Aramis		Crisp Results
Net revenue		$	21,083	$	25,637
Net loss from operations		(4,661)		(1,042)

Pro Forma Information

The following audited 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.


	Years Ended December 31, 2021
(In thousands)		Aimtell, PushPros and Aramis		Crisp Results
Net revenue		$	23,093	$	34,035
Net (loss) income from operations		$	(4,436)	$	257

	Years Ended December 31, 2020
(In thousands)		Aimtell, PushPros and Aramis		Crisp Results
Net revenue		$	26,330	$	29,811
Net income from operations		$	5,085	$	5,853

RESTRUCTURING COSTS

12 Months Ended

Dec. 31, 2021

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. 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.

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 in the audited consolidated statements of operations.

During the year ended December 31, 2020, due to the economic environment caused by the COVID-19 pandemic, the Company entered into negotiations with landlords to terminate lease agreements, for twelve different properties, for a total of approximately 62,113 square feet of office space located in Canada and the United States. The termination of the leases reduced 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. We recorded a reserve of approximately $3.6 million as a result of the cease use of certain leased properties (included in the future minimum lease payments below), which was included in General and administrative expenses in the consolidated statements of operations during the year 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. For the year ended December 31, 2021, the total balance of the reserve is $2.5 million, with $0.9 million within Accrued expenses and other current liabilities and $1.6 million is accrued for within Other non-current liabilities, on the consolidated balance sheet.

During 2021, the Company has continued its negotiations with landlords to terminate lease agreements. One new lease was added to the restructuring lease liability through acquisition of Crisp Results in the second quarter of 2021, resulting in five properties for approximately 57,469 square feet of office space located in the United States that are currently in negotiations.

The change in liability for the restructuring costs for the years ended December 31, 2021 and 2020, respectively, was as follows:













	(in Thousands)


Beginning balance at January 1, 2020	$	—
Valuation adjustments	3,853
Lease payments	(238)
Lease accretion	37
Ending balance at December 31, 2020	$	3,652
Valuation adjustments	373
Lease payments	(1,683)
Lease accretion	174
Ending balance at December 31, 2021	$	2,516

The rental expense for the years ended December 31, 2021 and 2020 was $1.0 million and $2.0 million, respectively.

At December 31, 2021, the future minimum lease payments for the Company were comprised of the following (in thousands):


Year Ending Years Ended December 31,:
2022	$	1,869
2023	1,707
2024	1,899
2025	546


Total	$	6,021

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 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. The carrying amounts of our cash and cash equivalents, accounts receivable, income taxes receivable, accounts payable, accrued expenses and income taxes payable, approximate fair value because of the short-term maturity of those instruments.

Private Placement Warrants - We record the fair value of the Private Placement Warrants as a liability in the Company’s consolidated balance sheet as of December 31, 2021 and 2020, respectively. 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 December 31, 2021, the Company has approximately 4.0 million Private Placement Warrants outstanding.


	December 31, 2021
Private Placement Warrants Fair Value Per Share	$	0.99
Private and Public Placement Warrant valuation inputs:
Stock price	$	4.78
Strike price	$	11.50
Remaining contractual term in years	3.54
Estimated volatility	60.0		%
Dividend yield	0.0		%
Risk free interest rate	1.05		%

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 8 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 statement of operations. There was no contingent consideration payable at December 31, 2020.

The following table presents the contingent consideration assumptions.


	Aimtell / PushPros
CYE2021 Revenue - Actual	$	7,193,881
CYE2022 Revenue - Expectations	$	11,259,147
CYE2023 Revenue - Expectations	$	14,636,891
CYE2022 Risk Adjusted Revenue	$	10,883,930
CYE2023 Risk Adjusted Revenue	$	13,224,456
Revenue Volatility	25		%
Iteration (actual)	100,000
Risk adjustment discount rate	7.25		%
Risk free / Credit risk	6.5		%
Days gap from period end to payment	90

	Aramis
CYE2022 Earnout Successful Probability	99.0		%
Iteration (actual)	100,000
Risk free / Credit risk	6.5		%
Days gap from period end to payment	90

	Crisp Results
EBITDA Historical - 9 Months	7,749,580
EBITDA Expectations - 3 Months	1,800,000
Risk adjusted EBITDA	1,768,807
EBITDA volatility	60		%
Iterations (actual)	100,000
Risk adjustment discount rate	16.5		%
Risk free / Credit risk	6.5		%
Days gap from period end to payment	90

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


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


		December 31, 2021
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Liabilities:
Private Warrant Liabilities	Total liabilities	$	—	$	—	$	3,960	$	3,960
Contingent consideration - current	Contingent consideration payable					$	7,370	$	7,370
Contingent consideration -non-current	Contingent consideration payable	$	—	$	—	$	1,069	$	1,069
Total		$	—	$	—	$	12,399	$	12,399

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


	Private Placement Warrants		Contingent Consideration
Beginning January 1, 2020	$	—	$	1,000
Additions	13,240		—
Changes in fair value	8,840		—
Settlements	—		(1,000)
Balance December 31, 2020	22,080		—
Additions	—		7,333
Changes in fair value	(18,115)		1,106
Settlements	(5)		—
Ending December 31, 2021	$	3,960	8,439

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, 2021

Equity [Abstract]

EQUITY

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, 2021, there were 36,225,611 shares of Class A Common Stock outstanding and 25,699,464 shares of Class B Stock outstanding.

Company Common Stock

The following table sets forth the Company’s common stock by class at December 31, 2021:


	December 31, 2021		December 31, 2020
Class	Total Shares	Ownership %	Total Shares	Ownership %
Class A Common Stock	36,225,611	58.5%	32,392,576	55.5%
Class B Common Stock	25,699,464	41.5%	25,999,464	44.5%
Total Common Stock	61,925,075	100%	58,392,040	100%

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, 2021, 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, 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.

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 has the right, at the Company’s option, 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, 2021, 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 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.

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, 2021 and 2020, there were no shares of preferred stock 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, 2021 and 2020, approximately 10.0 million Public Warrants were outstanding.

Non-controlling Interests

The non-controlling interests represent the membership interests in DMSH held by holders other than the Company. Changes to ownership interests in DMSH while the controlling interests in DMSH is retained will be accounted for as equity

transactions. As such, future redemptions or direct exchanges of the Company’s Interests in DMSH by the other members of the Company will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital. The Company has consolidated the financial position and results of operations of DMSH and reflected the proportionate interests held by Prism, Clairvest Direct Seller and the SmarterChaos sellers as non-controlling interests.

The following table summarizes the ownership interest in DMSH as of December 31, 2021 and 2020:


	December 31, 2021		December 31, 2020
	Interests	Ownership %	Interests	Ownership %
Number of Interests held by DMS, Inc.	36,225,611	58.4%	32,392,576	55.5%
Number of Interests held by non-controlling interests holders	25,853,152	41.6%	25,999,464	44.5%
Total Interests Outstanding	62,078,763	100.0%	58,392,040	100.0%

The following table summarizes the effects of changes in ownership in DMS, Inc. on our equity during the years ended December 31, 2021 and 2020 (in thousands):


	Years Ended December 31,
	2021		2020
Net income (loss) attributable to DMS, Inc. shareholders	$	2,202	$	(8,696)
Transfers to (from) non-controlling interests due to:
DMSH units issued in SmarterChaos acquisition (Note 8)	—		103
Shares issued in connection with acquisition of Aramis, PushPros, and Aimtell (Note 6)	(1,589)		—
Exercise of warrants to issue Class A common stock	(1)		—
Shares issued in connection with acquisition of Crisp Results (Note 6)	(1,960)		—
Prism shares redeemed and issued to Class A Common Stock	(369)		—
SmarterChaos DMSH units redeemed and issued to Class A Common Stock	(189)		—
Stock-based compensation - Vested & Exercised	(602)		—
Net transfers to (from) non-controlling interests	(4,710)		103
Change from net income attributable to DMS Inc. shareholders and transfers to (from) noncontrolling interest	$	(2,508)	$	(8,593)

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. 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. On June 30, 2021, the sellers of SmarterChaos 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.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Share-based Payment Arrangement [Abstract]

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2021
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, the non-controlling interests (as defined in the Amended Partnership Agreement) 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 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 Through the completion of the 2020 tax return during the interim period ended September 30, 2021, we identified an error recorded upon the Business Combination that resulted in a decrease in the deferred tax asset of $2.1 million, a decrease in the Tax Receivable Agreement liability of $1.8 million and a decrease in Additional Paid-In Capital of $0.3 million, as compared to the amounts recorded in the consolidated balance sheet as of December 31, 2020 and interim periods in the current fiscal year. As the effect of the correction to these accounts was not material to the prior period financial statements, we elected to correct the balance as of September 30, 2021, with the offset to Additional Paid-In Capital, which was consistent with the method to record the Deferred Tax Asset and Tax Receivable Agreement liability on the date of the Business Combination. There was no impact to continuing operations, net income, or related per-share amounts for each period. As of December 31, 2021, the Company recorded a full valuation allowance on our DTA related to the Tax Receivable Agreement along with the entire DTA inventory at DMS, Inc. and Blocker, as these assets are not more likely than not to be realized based on the positive and negative evidence that we considered. The Tax Receivable Agreement liability that originated from the Business Combination is not probable under ASC 450 - Contingencies since a valuation allowance has been recorded against the related DTA. As such, the Tax Receivable Agreement Liability of $15.3 million has been reversed through Income Before Taxes as a Change in Tax Receivable Agreement Liability. The remaining short-term Tax Receivable Agreement liability of $1.3 million is attributable to carryback claims. We will continue to evaluate the positive and negative evidence in determining the realizability of the Company’s DTAs. For further details, see Note 14. Income Taxes. 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 year ended December 31, 2020 was $0.1 million, 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, 2021 and 2020, tax distributions to members of DMSH were $0.2 million and $0.2 million, respectively.

EMPLOYEE AND DIRECTOR INCENTIVE PLANS

12 Months Ended

Dec. 31, 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.

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 related stock-based compensation expense is recognized on a straight-line basis over the vesting period. The 2020 Plan provides Directors’ and employees’ vesting rights after each year for completed service to the Company. The related costs were approximately $6.8 million and $1.0 million for the years ended December 31, 2021 and 2020, respectively, and are included in “Salaries and related costs” within the Consolidated Statement of Operations.

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 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.

The fair value of non-vested stock is determined based on the closing trading price of the Company’s stock on the grant date and are amortized over the award’s service period. At December 31, 2021, total non-vested stock-based compensation expense related to restricted stock and options was $16.7 million, which will be recognized over a weighted-average remaining period of 2.7 years.

Restricted Stock Units

Stock awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those stock awards vest on 3 to 4 years of continuous service, depending on when the award was granted, and have 10-year contractual terms. The 2020 Plan allows employees’ vesting rights after each year for completed service to the Company.

The following table presents the restricted stock units activity for the years ended December 31, 2021 and 2020 (in thousands, except price per share):


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


Granted	1,084	$	8.43
Vested	490	$	7.59
Forfeited/Canceled	350	$	8.11
Outstanding at December 31, 2021	1,441	$	7.98
Vested as of December 31, 2021	490	$	7.59

For the year ended December 31, 2021, the fair value of vested restricted stock units was $3.7 million. For the year ended December 31, 2020, no restricted stock units had vested.

As of December 31, 2021, the total number of awards issued to other nonemployee consultants for advisory and consulting services were 126 thousand restricted stock units and 118 thousand stock options that represent total stock-based compensation fair value of $1.8 million, for which $0.2 million has been recorded for services provided to date. On October 27, 2021, the board voted to accelerate the vesting of 34,000 restricted units and 32,000 stock options, which will result in immediate recognition of approximately $0.5 million expense in Q4 2021.

Stock Options

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-Merton valuation method, which uses the assumptions noted in the following table. Because Black-Scholes-Merton 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 is calculated using the simplified method, due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns.

The following is the weighted average of the assumptions used in calculating the fair value of the total stock options granted in 2021 using the Black-Scholes-Merton method:


Fair market value	$	5.95
Risk-free rate	0.8		%
Dividend yield	—		%
Expected volatility	50.5		%
Expected term (in years)	6.1 years

The following table presents the stock option activity for the years ended December 31, 2021 and 2020 (in thousands, except price per share):


	Number of Stock Options	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term (in Years)	Total Intrinsic Value of Restricted Stock Options Exercisable
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	$	—


Granted	1,706	$	4.14	6.1 years	$	—
Exercised	—	$	—	—	$	—
Forfeited/expired	179	$	4.07	6.1 years	$	—
Outstanding at December 31, 2021	2,078	$	3.92	6.1 years	$	—
Exercisable at December 31, 2021	169	$	7.58	—	$	1,279

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 years ended December 31, 2021 and 2020 was $0.9 million and $0.8 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.

INCOME TAXES

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

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


	Years Ended December 31,
	2021		2020
Current:
Federal	$	2,539	3,101
State	307		216
Foreign	26		248
Total Current	2,872		3,565
Deferred
Federal	12,848		69
State	3,591		(549)

Total Deferred	16,439		(480)
Provision for income taxes	$	19,311	$	3,085

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,
	2021		2020
Tax provision (benefit) from federal statutory rate	$	5,356	$	(2,190)
Tax on income not subject to entity level federal income tax	1,074		1,897
State income taxes, net of federal tax effect	(817)		(280)
Warrant liability fair value change	(3,804)		1,856
Permanent adjustments - Tax Receivable Agreement	(3,211)		—
Other permanent adjustments	(36)		434
True-ups and other	(919)		(465)
Foreign tax credit	63		(63)
Undistributed earnings	529		823
Canadian tax expense	26		261
Valuation allowance	21,240		812
Tax credits	(190)		—
Tax provision	$	19,311	$	3,085

As a result of a Business Combination, the Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker, which owns 58.4% 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. 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.

Any change in the fair value of the Private Placement Warrants, which are classified as a liability on the Company’s consolidated balance sheet at December 31, 2021, 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,
	2021		2020

Deferred tax assets:
Investment in DMS Holdings LLC	$	29,066	$	30,017
Reserve accruals	418		140
Charitable contributions	11		9
Interest carryforward	2,562		1,158
Tax credit carryforwards	190		63
Property and equipment	42		—
Net operating loss	1,808		150
Total gross deferred tax assets	34,097		31,537
Less: Valuation allowance	(32,970)		(11,626)
Total deferred tax assets, net	$	1,127	$	19,911
Deferred tax liabilities:
Intangibles	(4,561)		(6,971)
Property and equipment	—		(193)
Undistributed earnings	(1,352)		(823)
Total deferred tax liabilities	(5,913)		(7,987)
Net deferred tax (liability) asset	$	(4,786)	$	11,924

At December 31, 2021, the Company has federal or state net operating loss carryforwards attributable to DMS, Inc. in the amount of $6.0 million and $9.0 million, respectively. The federal carryforwards are not subject to expiration, and the state carryforwards begin to expire in 2030, however certain state carryforwards are indefinite.

At December 31, 2021, the Company has an expected federal income tax credit carryforward of $0.2 million which would expire at December 31, 2030, unless utilized. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. We do not expect any annual limitation to materially impact the utilization of net operating losses and credits.

The Company records a deferred tax asset if it is more likely than not that the Company will realize a future tax benefit. Ultimate realization of any deferred tax asset is dependent on the Company’s 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. The Company establishes 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.

We have determined the need for an additional $21 million valuation allowance for the period ending December 31, 2021. In doing so we assessed the available positive and negative evidence to estimate whether future taxable income would be generated to permit use of the existing deferred tax assets (“DTAs”). A significant piece of objective negative evidence evaluated was the three-year cumulative loss before taxes. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. Therefore, a full valuation allowance has been recorded against the DTAs at DMS, Inc. The amount of DTA considered realizable could be adjusted if objective negative evidence in the form of cumulative losses is no longer present.

The Company is subject to examination by the Internal Revenue Service and taxing authorities in various states. The Company’s U.S. federal income tax returns remain subject to examination by tax authorities for the years 2017 to 2019. The Company’s state income tax returns are no longer subject to income tax examination by tax authorities prior to 2016; however, our net operating loss carryforwards arising prior to that year are subject to adjustment. The Company regularly assesses the

likelihood of tax deficiencies in each of the tax jurisdictions and, accordingly, makes appropriate adjustments to the tax provision as deemed necessary.

The Company records interest and penalties, if any, as a component of its income tax (benefit) expense in the consolidated statements of operations. No interest expense or penalties were recognized during the years ended December 31, 2021, and 2020.

Tax Receivable Agreement

Through the completion of the 2020 tax return during the interim period ended September 30, 2021, we identified an error recorded upon the Business Combination that resulted in a decrease in the deferred tax asset of $2.1 million, a decrease in the Tax Receivable Agreement liability of $1.8 million and a decrease in Additional Paid-In Capital of $0.3 million, as compared to the amounts recorded in the consolidated balance sheet as of December 31, 2020 and interim periods in the current fiscal year. As the effect of the correction to these accounts was not material to the prior period financial statements, we elected to correct the balance as of September 30, 2021, with the offset to Additional Paid-In Capital, which was consistent with the method to record the Deferred Tax Asset and Tax Receivable Agreement liability on the date of the Business Combination. There was no impact to continuing operations, net income, or related per-share amounts for each period.

As of December 31, 2021, the Company recorded a full valuation allowance on our DTA related to the Tax Receivable Agreement along with the entire DTA inventory at DMS, Inc. and Blocker, as these assets are not more likely than not to be realized based on the positive and negative evidence that we considered. The Tax Receivable Agreement liability that originated from the Business Combination is not probable under ASC 450 - Contingencies since a valuation allowance has been recorded against the related DTA. As such, the Tax Receivable Agreement Liability of $15.3 million has been reversed through Income Before Taxes as a Change in Tax Receivable Agreement Liability. The remaining short-term Tax Receivable Agreement liability of $1.3 million is attributable to carryback claims. We will continue to evaluate the positive and negative evidence in determining the realizability of the Company’s DTAs.

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.

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

EARNINGS PER SHARE

12 Months Ended

Dec. 31, 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. adjusted for the income effects of dilutive instruments 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 consolidated financial statements. Therefore, 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:


	Years Ended December 31,
	2021		2020
Numerator:
Net income (loss)	$	6,193	$	(13,714)
Net income (loss) attributable to DMSH prior to the Business Combination	—		(1,345)
Net income (loss) attributable to non-controlling interest	3,991		(5,018)
Net income (loss) attributable to Digital Media Solutions, Inc. - basic and diluted	$	2,202	$	(7,351)




Denominator:
Weighted average shares - basic	$	35,249	$	32,335
Add: dilutive effects of employee equity awards	389		—
Add: dilutive effects of public warrants	126		—


Weighted average shares - diluted	$	35,764	$	32,335

Net earnings (loss) per common share:
Basic	$	0.06	$	(0.23)
Diluted	$	0.06	$	(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.

For the year ended December 31, 2021, the Company excluded $25.7 million shares of Class B Common Stock, $4 million Private warrants, $1.9 million shares of restrictive stock units and stock options, contingent and deferred considerations issued in connection with the Aramis, Aimtell, PushPros and Crisp Results acquisition and the DMSH Units issued in the SmarterChaos acquisition, as their effect would have been anti-dilutive. 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.

For the year ended December 31, 2021, the Company excluded contingent consideration issued in connection with Aramis, Aimtell, 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.

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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. 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.

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSOn January 17, 2022, the sellers of SmarterChaos redeemed their remaining non-controlling interest held through DMSH Units in exchange for 154,000 shares of 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.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

12 Months Ended

Dec. 31, 2021

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

SCHEDULE II

DIGITAL MEDIA SOLUTIONS, INC.

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

SUPPLEMENTAL SCHEDULE

(IN THOUSANDS)


Description	Year Ended	Balance at Beginning of Period		Charge to Costs and Expenses		Charged to Other Accounts		Deductions		Balance at End of Period
Accounts receivable reserves	2020	$	941	$	3,039	$	—	$	859	$	3,121
	2021	$	3,121	$	4,798	$	—	$	2,989	$	4,930

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
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 58.4% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination) retained approximately 41.6% 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 intangibles acquired in business combinations, loss contingencies, contingent consideration liabilities, asset impairments, and deferred taxes and amounts associated with the Tax Receivable Agreement.
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. 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. A significant portion of the unbilled estimated revenue balance is finalized and invoiced to customers within sixty days following the period of service. Any remaining estimates are finalized and invoiced as billing totals are reconciled with the customer. 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 includes 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, 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. Costs for websites and internal-use software are capitalized as Property and Equipment, net on the Consolidated Balance Sheets during the preliminary project and application stages. Any initial research and development costs incurred during the preliminary project stage or costs incurred for data conversion activities, training, maintenance, general and administrative or overhead costs are expensed as incurred. Qualified costs incurred during the operating stage of our websites and software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality, while costs that cannot be separated between maintenance of, and minor upgrades and enhancements to, websites and internal‑use software are expensed as incurred. Capitalized software development costs are amortized on a straight line basis over the estimated useful life or 3 years, whichever is shorter. Website and software development costs that do not qualify for capitalization are expensed as incurred - through salaries and related costs for employees time or through cost of goods sold for 3rd party maintenance efforts, which are recorded in Salaries and related costs or in General and administrative expenses, respectively, within the consolidated statements of operations. 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. Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment and intangible assets, 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.
Goodwill and other intangible assets	Goodwill and other intangible assets We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of net assets acquired and the related goodwill and other intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and involves the use of significant estimates, including projections of future cashflows, discount rates, asset lives and market multiples. We review goodwill as of December 31st each year and whenever events or significant changes in circumstances indicate that the carrying value may not be recoverable. We evaluate the recoverability of goodwill at a reporting unit level. We have 3 reporting units that were subject to the 2021 annual impairment testing. Our annual impairment review as of December 31, 2021 did not result in an impairment charge for any of our reporting units. The fair value of each reporting unit for 2021 was estimated using a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data. We review intangible assets with definite lives subject to amortization whenever events or circumstances indicate that a carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the carrying value of these assets to the estimated undiscounted future cash flows expected to be generated by these asset groups. These asset groups are impaired when their carrying value exceeds their fair value. Impaired intangible assets with definite lives subject to amortization are written down to their fair value with a charge to expense in the period the impairment is identified. Intangible assets with definite lives are amortized on a straight-line basis with estimated useful lives generally between 1 and 9 years. Events or circumstances that might require impairment testing include the loss of a significant client, the identification of other impaired assets within a reporting unit, loss of key personnel, the disposition of a significant portion of a reporting unit, significant decline in stock price or a significant adverse change in business climate or regulations. Determining fair value requires the use of estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating profit margins, royalty rates, weighted average costs of capital, terminal growth rates, future market share, the impact of new product development, and future market conditions, among others. The Company recognizes a goodwill impairment charge for the amount by which the carrying value of goodwill exceeds the reporting unit’s fair value. Intangible assets with definite lives are amortized based on the estimated consumption of the economic benefit over their estimated useful lives. For additional information on goodwill, see Note 6. Goodwill and Intangible Assets.
Contingencies and Contingent consideration	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, 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. 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. Since the Company’s contingent consideration can be paid in cash or DMS Class A Common Stock, at the election of the Company, 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 flows, estimated volatility and other inputs 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.
Acquisitions	Acquisitions 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 are 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 acquisitions date, it is more likely than not that the contingencies will give rise to assets or liabilities. Acquisition related costs not considered part of the considerations are expensed as incurred and recorded in Acquisition costs within the consolidated statement 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 the Company’s case, the fair value of financial instruments approximates 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	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 11. Equity for description of the Public Warrants’ terms. Because the Company’s Private Placement Warrants contain provisions whereby the settlement amount varies depending upon the characteristics of the warrant holder, they meet the definition of a derivative under ASC 815, Derivatives and Hedging. 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	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 the volatility of its publicly traded shares in regards to the valuation of its stock options awarded to employees. 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. During the year ended December 31, 2020, the Company began granting RSUs to its employees and directors. RSUs have a service-based vesting conditions, which must be satisfied in order for RSUs to vest. The service-based vesting condition for these awards is typically satisfied over three to four years, depending on the award, with a cliff vesting period on the anniversary of the award. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period.
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. A valuation allowance will be recorded to reduce deferred tax assets to an amount that is anticipated to be realized on a more likely than not basis. 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 is 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 an initial 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. Valuation Allowances for Deferred Tax Assets We establish an income tax valuation allowance when available evidence indicates that it is more likely than not that all or a portion of a deferred tax asset will not be realized. In assessing the need for a valuation allowance, we consider the amounts and timing of expected future deductions or carryforwards and sources of taxable income that may enable utilization. We maintain an existing valuation allowance until enough positive evidence exists to support its reversal. Changes in the amount or timing of expected future deductions or taxable income may have a material impact on the level of income tax valuation allowances. Our assessment of the realizability of the deferred tax assets requires judgment about its future results. Inherent in this estimation is the requirement for us to estimate future book and taxable income and possible tax planning strategies. These estimates require us to exercise judgment about our future results, the prudence and feasibility of possible tax planning strategies, and the economic environment in which the Company does business. It is possible that the actual results will differ from the assumptions and require adjustments to the allowance. Adjustments to the allowance would affect future net income. (See Note 14. Income taxes).
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 to earnings per share. .
New Accounting Standards	New Accounting Standards Accounting Standards Recently Adopted 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. Accounting Standards Not Yet Adopted The Company qualifies as an “emerging growth company” and 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 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 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 (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

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


	Year Ended December 31, 2021
	Brand Direct		Marketplace		Other		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	244,942	$	224,158	$	—	$	(59,650)	$	409,450
Managed services	8,845		—		6,471		—		15,316
Software services	—		—		3,169		—		3,169
Total Net revenue	$	253,787	$	224,158	$	9,640	$	(59,650)	$	427,935


	Year Ended December 31, 2020
	Brand Direct		Marketplace		Other		Intercompany eliminations		Total
Net revenue:
Customer acquisition	179,682		155,999		—		(30,051)		305,630
Managed services	17,869		—		6,139		—		24,008
Software services	—		—		3,218		—		3,218
Total Net revenue	$	197,551	$	155,999	$	9,357	$	(30,051)	$	332,856

REPORTABLE SEGMENTS (Tables)

12 Months Ended

Dec. 31, 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):


	Years Ended December 31,
		2021		2020
Net revenue		$	427,935	$	332,856
Brand Direct		253,787		197,551
Marketplace		224,158		155,999
Other		9,640		9,357
Intercompany eliminations		(59,650)		(30,051)
Cost of revenue		300,016		234,731
Brand Direct		192,479		151,526
Marketplace		163,637		109,921
Other		3,550		3,335
Intercompany eliminations		(59,650)		(30,051)
Gross profit		$	127,919	$	98,125
Brand Direct		61,308		46,025
Marketplace		60,521		46,078
Other		6,090		6,022
Salaries and related costs		48,014		33,386
General and administrative expenses		43,049		30,020
Depreciation and amortization		25,401		17,954
Acquisition costs		1,967		4,814
Contingent consideration changes in fair value of acquisition		1,106		—
Income from operations		$	8,382	$	11,951

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2021

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	2021		2020
Computers and office equipment	3 years	$	2,467	$	1,684
Furniture and fixtures	5 years	437		305
Leasehold improvements	7 years	385		320
Software development costs	3 years	28,272		18,913
Total		31,561		21,222
Less: Accumulated depreciation and amortization		(12,393)		(6,206)
Property and equipment, net		$	19,168	$	15,016

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 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, 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
Additions (Note 8)	9,760		21,894		—		31,654
Balance, December 31, 2021	$	18,376	$	54,554	$	3,628	$	76,558

Schedule of Finite-Lived Intangible Assets

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


		December 31, 2021						December 31, 2020
	Amortization Period (Years)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Technology	3 to 5	$	51,946	$	(29,929)	$	22,017	$	48,008	$	(21,454)	$	26,554
Customer relationships	2 to 9	49,273		(13,076)		36,197		21,794		(6,749)		15,045
Brand	1 to 7	12,109		(4,575)		7,534		4,295		(961)		3,334
Non-competition agreements	3	1,898		(1,418)		480		2,105		(591)		1,514
Total		$	115,226	$	(48,998)	$	66,228	$	76,202	$	(29,755)	$	46,447

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):


	2022		2023		2024		2025		2026 and Thereafter
Amortization expense	$	19,398	$	16,366	$	13,792	$	6,564	$	10,108

DEBT (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

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


	December 31, 2021		December 31, 2020
Term loan	$	223,875	$	190,541
Revolving credit facility	—		4,000
Delayed draw term loan	—		8,236
Notes payable	—		1,074
Total debt	223,875		203,851
Less: Unamortized debt issuance costs (1)	(6,120)		(2,293)
Debt, net	217,755		201,558
Less: Current portion of long-term debt	(2,250)		(7,967)
Long-term debt	$	215,505	$	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 December 31, 2021:


(in thousands)
2022	$	2,250
2023	2,250
2024	2,250
2025	2,250
2026 and thereafter	214,875
Total debt	$	223,875

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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-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Net assets and liabilities acquired from the 2020 and 2021 acquisitions consist of the following (in thousands):


	Expected Useful Life	SmarterChaos		Aimtell, PushPros and Aramis		Crisp Results
		2020		2021		2021
Goodwill		$	3,078	$	9,761	$	21,894
Technology	4	—		3,900		—
Customer relationships	4 to 6	2,500		7,690		19,600
Accounts receivable		576		3,100		2,610
Brand	1 to 7	277		208		7,400
Non-competitive agreements	3	—		83		—
Property and equipment	3 to 5	28		250		220
Accounts payable		(1,156)		(2,887)		(1,593)
Other assets acquired and liabilities assumed, net (1)		496		740		1
Net assets and liabilities acquired		$	5,799	$	22,845	$	50,132

Schedule of Business Acquisitions, by Acquisition


	Year Ended December 31, 2021
		Aimtell, PushPros and Aramis		Crisp Results
Net revenue		$	21,083	$	25,637
Net loss from operations		(4,661)		(1,042)

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.


	Years Ended December 31, 2021
(In thousands)		Aimtell, PushPros and Aramis		Crisp Results
Net revenue		$	23,093	$	34,035
Net (loss) income from operations		$	(4,436)	$	257

	Years Ended December 31, 2020
(In thousands)		Aimtell, PushPros and Aramis		Crisp Results
Net revenue		$	26,330	$	29,811
Net income from operations		$	5,085	$	5,853

Schedule of Changes in Fair Value of Assets Acquired and Liabilities Assumed as Part of Business Combination

The impact of these adjustments are as follows (in thousands):


Crisp Results	Original Acquisition Date Fair Value		Revised Acquisition Date Fair Value		Fair Value Mark-to-Market changes		Fair Value as of December 31, 2021
Goodwill	$	17,370	$	21,894	$	—	$	21,894
Intangible Assets:
Technology	$	—	$	—	$	—	$	—
Customer relationships	$	26,000	$	19,600	$	—	$	19,600
Brand	$	5,100	$	7,400	$	—	$	7,400
Non-competition agreements	$	—	$	—	$	—	$	—

Contingent Consideration	$	4,763	$	5,186	$	2,184	$	7,370

Working Capital	$	1,018	$	1,018	$	—	$	1,018

The impact of these adjustments are as follows (in thousands):


Aimtell, PushPros, and Aramis	Original Acquisition Date Fair Value		Revised Acquisition Date Fair Value		Fair Value Mark-to-Market changes		Fair Value as of December 31, 2021
Goodwill	$	4,853	$	9,761	$	—	$	9,761
Intangible Assets:
Technology	$	10,500	$	3,900	$	—	$	3,900
Customer relationships	$	7,920	$	7,690	$	—	$	7,690
Brand	$	226	$	208	$	—	$	208
Non-competition agreements	$	117	$	83	$	—	$	83

Contingent Consideration	$	4,925	$	2,147	$	(1,078)	$	1,069

Working Capital	$	1,404	$	944	$	—	$	944

RESTRUCTURING COSTS (Tables)

12 Months Ended

Dec. 31, 2021

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The change in liability for the restructuring costs for the years ended December 31, 2021 and 2020, respectively, was as follows:













	(in Thousands)


Beginning balance at January 1, 2020	$	—
Valuation adjustments	3,853
Lease payments	(238)
Lease accretion	37
Ending balance at December 31, 2020	$	3,652
Valuation adjustments	373
Lease payments	(1,683)
Lease accretion	174
Ending balance at December 31, 2021	$	2,516

Schedule of Future Minimum Lease Payments

At December 31, 2021, the future minimum lease payments for the Company were comprised of the following (in thousands):


Year Ending Years Ended December 31,:
2022	$	1,869
2023	1,707
2024	1,899
2025	546


Total	$	6,021

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurement Inputs and Valuation Techniques

As of December 31, 2021, the Company has approximately 4.0 million Private Placement Warrants outstanding.


	December 31, 2021
Private Placement Warrants Fair Value Per Share	$	0.99
Private and Public Placement Warrant valuation inputs:
Stock price	$	4.78
Strike price	$	11.50
Remaining contractual term in years	3.54
Estimated volatility	60.0		%
Dividend yield	0.0		%
Risk free interest rate	1.05		%

The following table presents the contingent consideration assumptions.


	Aimtell / PushPros
CYE2021 Revenue - Actual	$	7,193,881
CYE2022 Revenue - Expectations	$	11,259,147
CYE2023 Revenue - Expectations	$	14,636,891
CYE2022 Risk Adjusted Revenue	$	10,883,930
CYE2023 Risk Adjusted Revenue	$	13,224,456
Revenue Volatility	25		%
Iteration (actual)	100,000
Risk adjustment discount rate	7.25		%
Risk free / Credit risk	6.5		%
Days gap from period end to payment	90

	Aramis
CYE2022 Earnout Successful Probability	99.0		%
Iteration (actual)	100,000
Risk free / Credit risk	6.5		%
Days gap from period end to payment	90

	Crisp Results
EBITDA Historical - 9 Months	7,749,580
EBITDA Expectations - 3 Months	1,800,000
Risk adjusted EBITDA	1,768,807
EBITDA volatility	60		%
Iterations (actual)	100,000
Risk adjustment discount rate	16.5		%
Risk free / Credit risk	6.5		%
Days gap from period end to payment	90

Fair Value Measurements, Recurring and Nonrecurring

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


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


		December 31, 2021
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Liabilities:
Private Warrant Liabilities	Total liabilities	$	—	$	—	$	3,960	$	3,960
Contingent consideration - current	Contingent consideration payable					$	7,370	$	7,370
Contingent consideration -non-current	Contingent consideration payable	$	—	$	—	$	1,069	$	1,069
Total		$	—	$	—	$	12,399	$	12,399

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 Placement Warrants		Contingent Consideration
Beginning January 1, 2020	$	—	$	1,000
Additions	13,240		—
Changes in fair value	8,840		—
Settlements	—		(1,000)
Balance December 31, 2020	22,080		—
Additions	—		7,333
Changes in fair value	(18,115)		1,106
Settlements	(5)		—
Ending December 31, 2021	$	3,960	8,439

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, 2021

Equity [Abstract]

The following table sets forth the Company’s common stock by class at December 31, 2021:


	December 31, 2021		December 31, 2020
Class	Total Shares	Ownership %	Total Shares	Ownership %
Class A Common Stock	36,225,611	58.5%	32,392,576	55.5%
Class B Common Stock	25,699,464	41.5%	25,999,464	44.5%
Total Common Stock	61,925,075	100%	58,392,040	100%

The following table summarizes the ownership interest in DMSH as of December 31, 2021 and 2020:


	December 31, 2021		December 31, 2020
	Interests	Ownership %	Interests	Ownership %
Number of Interests held by DMS, Inc.	36,225,611	58.4%	32,392,576	55.5%
Number of Interests held by non-controlling interests holders	25,853,152	41.6%	25,999,464	44.5%
Total Interests Outstanding	62,078,763	100.0%	58,392,040	100.0%

The following table summarizes the effects of changes in ownership in DMS, Inc. on our equity during the years ended December 31, 2021 and 2020 (in thousands):


	Years Ended December 31,
	2021		2020
Net income (loss) attributable to DMS, Inc. shareholders	$	2,202	$	(8,696)
Transfers to (from) non-controlling interests due to:
DMSH units issued in SmarterChaos acquisition (Note 8)	—		103
Shares issued in connection with acquisition of Aramis, PushPros, and Aimtell (Note 6)	(1,589)		—
Exercise of warrants to issue Class A common stock	(1)		—
Shares issued in connection with acquisition of Crisp Results (Note 6)	(1,960)		—
Prism shares redeemed and issued to Class A Common Stock	(369)		—
SmarterChaos DMSH units redeemed and issued to Class A Common Stock	(189)		—
Stock-based compensation - Vested & Exercised	(602)		—
Net transfers to (from) non-controlling interests	(4,710)		103
Change from net income attributable to DMS Inc. shareholders and transfers to (from) noncontrolling interest	$	(2,508)	$	(8,593)

EMPLOYEE AND DIRECTOR INCENTIVE PLANS (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Nonvested Restricted Stock Shares Activity

The following table presents the restricted stock units activity for the years ended December 31, 2021 and 2020 (in thousands, except price per share):


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


Granted	1,084	$	8.43
Vested	490	$	7.59
Forfeited/Canceled	350	$	8.11
Outstanding at December 31, 2021	1,441	$	7.98
Vested as of December 31, 2021	490	$	7.59

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 2021 using the Black-Scholes-Merton method:


Fair market value	$	5.95
Risk-free rate	0.8		%
Dividend yield	—		%
Expected volatility	50.5		%
Expected term (in years)	6.1 years

Share-Based Payment Arrangement, Option, Activity

The following table presents the stock option activity for the years ended December 31, 2021 and 2020 (in thousands, except price per share):


	Number of Stock Options	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term (in Years)	Total Intrinsic Value of Restricted Stock Options Exercisable
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	$	—


Granted	1,706	$	4.14	6.1 years	$	—
Exercised	—	$	—	—	$	—
Forfeited/expired	179	$	4.07	6.1 years	$	—
Outstanding at December 31, 2021	2,078	$	3.92	6.1 years	$	—
Exercisable at December 31, 2021	169	$	7.58	—	$	1,279

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

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,
	2021		2020
Current:
Federal	$	2,539	3,101
State	307		216
Foreign	26		248
Total Current	2,872		3,565
Deferred
Federal	12,848		69
State	3,591		(549)

Total Deferred	16,439		(480)
Provision for income taxes	$	19,311	$	3,085

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,
	2021		2020
Tax provision (benefit) from federal statutory rate	$	5,356	$	(2,190)
Tax on income not subject to entity level federal income tax	1,074		1,897
State income taxes, net of federal tax effect	(817)		(280)
Warrant liability fair value change	(3,804)		1,856
Permanent adjustments - Tax Receivable Agreement	(3,211)		—
Other permanent adjustments	(36)		434
True-ups and other	(919)		(465)
Foreign tax credit	63		(63)
Undistributed earnings	529		823
Canadian tax expense	26		261
Valuation allowance	21,240		812
Tax credits	(190)		—
Tax provision	$	19,311	$	3,085

Schedule of Deferred Tax Assets and Liabilities

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


	Years Ended December 31,
	2021		2020

Deferred tax assets:
Investment in DMS Holdings LLC	$	29,066	$	30,017
Reserve accruals	418		140
Charitable contributions	11		9
Interest carryforward	2,562		1,158
Tax credit carryforwards	190		63
Property and equipment	42		—
Net operating loss	1,808		150
Total gross deferred tax assets	34,097		31,537
Less: Valuation allowance	(32,970)		(11,626)
Total deferred tax assets, net	$	1,127	$	19,911
Deferred tax liabilities:
Intangibles	(4,561)		(6,971)
Property and equipment	—		(193)
Undistributed earnings	(1,352)		(823)
Total deferred tax liabilities	(5,913)		(7,987)
Net deferred tax (liability) asset	$	(4,786)	$	11,924

EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 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 (loss) per share of Class A Common Stock:


	Years Ended December 31,
	2021		2020
Numerator:
Net income (loss)	$	6,193	$	(13,714)
Net income (loss) attributable to DMSH prior to the Business Combination	—		(1,345)
Net income (loss) attributable to non-controlling interest	3,991		(5,018)
Net income (loss) attributable to Digital Media Solutions, Inc. - basic and diluted	$	2,202	$	(7,351)




Denominator:
Weighted average shares - basic	$	35,249	$	32,335
Add: dilutive effects of employee equity awards	389		—
Add: dilutive effects of public warrants	126		—


Weighted average shares - diluted	$	35,764	$	32,335

Net earnings (loss) per common share:
Basic	$	0.06	$	(0.23)
Diluted	$	0.06	$	(0.23)

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)	Sep. 30, 2021 USD ($)
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Number of reportable segments \| segment	3
Decrease to deferred tax asset	$ 0	$ 18,948
Additional paid-in capital	(25,239)	(48,027)
Allowance for credit loss	4,930	3,121
Provision for bad debt	4,798	3,039
Advertising expense	$ 11,300	1,200
Contract 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 - current	$ 1,310	$ 510
Blocker Corp
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Tax receivable agreement liability	16,300
Additional paid-in capital	4,000
Deferred tax asset	20,100
Income taxes receivable	$ 199
Maximum \| Software Development Costs
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Amortization Period (Years)	3 years
Revision of Prior Period, Adjustment
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Decrease to deferred tax asset			$ 2,100
Tax receivable agreement liability			1,800
Additional paid-in capital			$ 300
DMSH
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Equity method investment, ownership percentage	58.40%
Noncontrolling interest, ownership percentage by noncontrolling owners	41.60%	44.50%
Sellers \| DMSH
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners	41.60%

BUSINESS COMBINATION (Details)			1 Months Ended	9 Months Ended	12 Months Ended
BUSINESS COMBINATION (Details)	Oct. 22, 2020 shares	Jul. 15, 2020 USD ($) shares	Nov. 30, 2020 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares
Business Acquisition [Line Items]
Payments to acquire business			$ 850,000		$ 25,129,000	$ 2,799,000
Warrants issued (in shares) \| shares		2,000,000.0
Repayments of debt					$ 200,977,000	5,641,000
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)
Current tax receivable agreement					$ 1,310,000	510,000
Additional paid-in capital					$ (25,239,000)	$ (48,027,000)
Common stock outstanding (in shares) \| shares					61,925,075	58,392,040
Warrants outstanding (in shares) \| shares					10,000,000	10,000,000
Error Corrections Resulting From Completion of Tax Return \| Revision of Prior Period, Error Correction, Adjustment
Business Acquisition [Line Items]
Deferred tax asset				$ 2,100,000
Decrease in tax receivable agreement liability				(1,800,000)
Common Class B
Business Acquisition [Line Items]
Antidilutive securities excluded (in shares) \| shares					25,699,464	26,000,000
Blocker Corp
Business Acquisition [Line Items]
Payments to acquire business		$ 57,300,000
Cash acquired from acquisition		$ 30,000,000
Unit redemption rights ratio		1
Blocker Corp \| Error Corrections Resulting From Completion of Tax Return \| Revision of Prior Period, Error Correction, Adjustment
Business Acquisition [Line Items]
Deferred tax asset				2,100,000
Decrease in tax receivable agreement liability				1,800,000
Net adjustments to additional paid in capital due to tax receivable agreement changes				$ 300,000
Common Class A
Business Acquisition [Line Items]
Common stock outstanding (in shares) \| shares					36,225,611	32,392,576
Common Class A \| IPO
Business Acquisition [Line Items]
Warrants issued (in shares) \| shares		10,000,000
Common Class A \| Blocker Corp
Business Acquisition [Line Items]
Warrants issued (in shares) \| shares		2,000,000
Common Class B
Business Acquisition [Line Items]
Common stock outstanding (in shares) \| shares					25,699,464	25,999,464
Common Class B \| Blocker Corp
Business Acquisition [Line Items]
Shares issued (in shares) \| shares		25,857,070
Class C common stock
Business Acquisition [Line Items]
Common stock outstanding (in shares) \| shares					0
Class C common stock \| Blocker Corp
Business Acquisition [Line Items]
Shares issued (in shares) \| shares		17,937,954
Blocker Corp
Business Acquisition [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
Acquisition costs						$ 2,400,000
Line of Credit
Business Acquisition [Line Items]
Repayments of debt		$ 10,000,000
PIPE Investors \| Common Class A
Business Acquisition [Line Items]
Common stock, subscribed (in shares) \| shares		10,424,282
Sale of stock consideration received		$ 100,000,000
Blocker Corp
Business Acquisition [Line Items]
Other ownership interests, units outstanding (in shares) \| shares		32,293,793
Blocker Corp \| Common Class A
Business Acquisition [Line Items]
Shares issued (in shares) \| shares	98,783
Prism and Clairvest Direct Seller
Business Acquisition [Line Items]
Shares issued (in shares) \| shares	142,394
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 \| Common Class B
Business Acquisition [Line Items]
Shares issued (in shares) \| shares	142,394
Other ownership interests, units outstanding (in shares) \| shares		25,857,070

REVENUE - Additional Liabilities (Details) $ in Millions	12 Months Ended
REVENUE - Additional Liabilities (Details) $ in Millions	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Revenue from Contract with Customer [Abstract]
Number of reportable segments \| segment	3
Contract with customer, liability	$ 1.8	$ 1.7
Contract with customer, receivable, net	$ 2.9	$ 1.8

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Net revenue	$ 427,935	$ 332,856
Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk \| Customer1
Disaggregation of Revenue [Line Items]
Concentration risk	13.50%
Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	$ 253,787	197,551
Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	224,158	155,999
Other
Disaggregation of Revenue [Line Items]
Net revenue	9,640	9,357
Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(59,650)	(30,051)
Customer acquisition
Disaggregation of Revenue [Line Items]
Net revenue	409,450	305,630
Customer acquisition \| Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	244,942	179,682
Customer acquisition \| Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	224,158	155,999
Customer acquisition \| Other
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Customer acquisition \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(59,650)	(30,051)
Managed services
Disaggregation of Revenue [Line Items]
Net revenue	15,316	24,008
Managed services \| Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	8,845	17,869
Managed services \| Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Managed services \| Other
Disaggregation of Revenue [Line Items]
Net revenue	6,471	6,139
Managed services \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Software services
Disaggregation of Revenue [Line Items]
Net revenue	3,169	3,218
Software services \| Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Software services \| Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Software services \| Other
Disaggregation of Revenue [Line Items]
Net revenue	3,169	3,218
Software services \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	$ 0	$ 0

REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	12 Months Ended
REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Net revenue	$ 427,935	$ 332,856
Cost of revenue (exclusive of depreciation and amortization shown separately below)	300,016	234,731
Gross profit	127,919	98,125
Salaries and related costs	48,014	33,386
General and administrative expenses	43,049	30,020
Depreciation and amortization	25,401	17,954
Acquisition costs	1,967	4,814
Change in fair value of contingent consideration liabilities	1,106	0
Income from operations	8,382	11,951
Intercompany eliminations
Segment Reporting Information [Line Items]
Net revenue	(59,650)	(30,051)
Cost of revenue (exclusive of depreciation and amortization shown separately below)	(59,650)	(30,051)
Brand Direct
Segment Reporting Information [Line Items]
Net revenue	253,787	197,551
Brand Direct \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	253,787	197,551
Cost of revenue (exclusive of depreciation and amortization shown separately below)	192,479	151,526
Gross profit	61,308	46,025
Marketplace
Segment Reporting Information [Line Items]
Net revenue	224,158	155,999
Marketplace \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	224,158	155,999
Cost of revenue (exclusive of depreciation and amortization shown separately below)	163,637	109,921
Gross profit	60,521	46,078
Other
Segment Reporting Information [Line Items]
Net revenue	9,640	9,357
Other \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	9,640	9,357
Cost of revenue (exclusive of depreciation and amortization shown separately below)	3,550	3,335
Gross profit	$ 6,090	$ 6,022

PROPERTY AND EQUIPMENT - Classifications of Property and Equipment and the Related Useful Lives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Gross, total	$ 31,561	$ 21,222
Less: Accumulated depreciation and amortization	(12,393)	(6,206)
Property and equipment, net	$ 19,168	15,016
Computers and office equipment
Property, Plant and Equipment [Line Items]
Useful Lives	3 years
Gross, total	$ 2,467	1,684
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful Lives	5 years
Gross, total	$ 437	305
Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful Lives	7 years
Gross, total	$ 385	320
Software development costs
Property, Plant and Equipment [Line Items]
Useful Lives	3 years
Gross, total	$ 28,272	$ 18,913

PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation	$ 6.2	$ 3.7
Unamortized balance of capitalized software development costs	16.7	14.0
Capitalized computer software, amortization	$ 5.5	$ 3.0

GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 44,904	$ 41,826
Additions (Note 8)	31,654	3,078
Goodwill, ending balance	76,558	44,904
Brand Direct \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	8,616	8,616
Additions (Note 8)	9,760	0
Goodwill, ending balance	18,376	8,616
Marketplace \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	32,660	32,660
Additions (Note 8)	21,894	0
Goodwill, ending balance	54,554	32,660
Other \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	3,628	550
Additions (Note 8)	0	3,078
Goodwill, ending balance	$ 3,628	$ 3,628

GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Accumulated impairments	$ 0	$ 0
Amortization of intangible assets	$ 19,100,000	$ 14,200,000

GOODWILL AND INTANGIBLE ASSETS - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross	$ 115,226	$ 76,202
Accumulated Amortization	(48,998)	(29,755)
Net	66,228	46,447
Technology
Finite-Lived Intangible Assets [Line Items]
Gross	51,946	48,008
Accumulated Amortization	(29,929)	(21,454)
Net	$ 22,017	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	$ 49,273	21,794
Accumulated Amortization	(13,076)	(6,749)
Net	$ 36,197	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	$ 12,109	4,295
Accumulated Amortization	(4,575)	(961)
Net	$ 7,534	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	$ 1,898	2,105
Accumulated Amortization	(1,418)	(591)
Net	$ 480	$ 1,514

GOODWILL AND INTANGIBLE ASSETS - Amortization Expense (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 19,398
2023	16,366
2024	13,792
2025	6,564
2026 and Thereafter	$ 10,108

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt	$ 223,875	$ 203,851
Unamortized debt issuance costs	(6,120)	(2,293)
Debt, net	217,755	201,558
Less: Current portion of long-term debt	(2,250)	(7,967)
Long-term debt	215,505	193,591
Term loan
Debt Instrument [Line Items]
Total debt	223,875	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 ($)		12 Months Ended
DEBT - Additional Information (Details) - USD ($)	May 25, 2021	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Unamortized debt issuance costs		$ 6,120,000	$ 2,293,000
Debt extinguishment		2,108,000	$ 0
Senior Secured Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Debt term	5 years
Senior secured revolving credit facility	$ 275,000,000
Discount amount	4,200,000	3,700,000
Debt issuance costs, before amortization	3,500,000
Unamortized debt issuance costs		$ 2,400,000
Senior Secured Credit Facility \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount	$ 225,000,000
Discount as a percentage	1.80%
Discount amount	$ 4,200,000
Payment of original principal amount paid quarterly		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	$ 50,000,000
Per annum commitment fee		0.50%
Effective rate		6.29%
Unamortized debt issuance costs		$ 800,000
Senior Secured Credit Facility \| Line of Credit \| Revolving credit facility \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate	5.00%	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%
Monroe Facility \| Line of Credit \| Revolving credit facility
Debt Instrument [Line Items]
Senior secured revolving credit facility		$ 15,000,000
Aggregate principal amount extinguished		$ 210,000,000

DEBT - Debt Maturity Schedule (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
2022	$ 2,250
2023	2,250
2024	2,250
2025	2,250
2026 and thereafter	214,875
Total debt	$ 223,875	$ 203,851

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

1 Months Ended

3 Months Ended

12 Months Ended

Jun. 30, 2021

Apr. 01, 2021

Feb. 01, 2021

Jul. 16, 2020

Nov. 30, 2020

Sep. 30, 2020

Dec. 31, 2021

Dec. 31, 2020

Jul. 15, 2020

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

$ 850,000

$ 25,129,000

$ 2,799,000

35,000

3,000,000

Change in fair value of contingent consideration liabilities

1,106,000

Payment of equity issuance

1,967,000

4,814,000

493,000

Contingent consideration payable - non-current

$ 1,069,000

$ 0

Technology

Non-competition agreements

4 years

3 years

Minimum | Brand

Minimum | Customer relationships

1 year

4 years

Maximum | Brand

Maximum | Customer relationships

7 years

6 years

Crisp Results

Consideration transferred

$ 40,000,000

Equity issued to acquiree (in shares)

$ 20,000,000

1,600,000

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

$ 20,000,000

Contingent consideration

$ 10,000,000

Earnout period

12 months

Deferred payment

$ 5,000,000

Deferred payment period

18 months

Deferred acquisition consideration payable

$ 4,763,000

$ 7,370,000

$ 4,600,000

4,800,000

Payment of equity issuance

800,000

$ 200,000

Crisp Results | Scenario, Adjustment | Fair Value Mark-to-Market changes

5 years 7 months 6 days

Deferred acquisition consideration payable

$ 2,184,000

$ 200,000

Crisp Results | Brand

Crisp Results | Customer relationships

7 years

Crisp Results | Maximum | Brand

6 years

Crisp Results | Maximum | Customer relationships

7 years

Aimtell, PushPros and Aramis

6 years

Consideration transferred

$ 20,000,000

Equity issued to acquiree (in shares)

$ 5,000,000

1,290,000

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

$ 15,000,000

Contingent consideration

$ 4,900,000

Earnout period

3 years

Change in fair value of contingent consideration liabilities

$ 4,925,000

$ 1,069,000

1,000,000

$ 600,000

Contingent consideration payable - non-current

4 years

$ 15,000,000

Aimtell, PushPros and Aramis | Scenario, Adjustment | Fair Value Mark-to-Market changes

Aimtell, PushPros and Aramis | Technology

$ (1,078,000)

Aimtell, PushPros and Aramis | Brand

4 years

Aimtell, PushPros and Aramis | Customer relationships

2 years 1 month 6 days

Aimtell, PushPros and Aramis | Non-competition agreements

4 years 1 month 6 days

Aimtell, PushPros and Aramis | Minimum | Customer relationships

3 years

Aimtell, PushPros and Aramis | Maximum | Customer relationships

4 years

6 years

SmarterChaos

Equity issued to acquiree (in shares)

307,000

$ 400,000

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

$ 5,800,000

Value of equity issued

$ 3,000,000

154,000

Units/shares redeemed and issued to Class A Common Stock

$ 3,000,000

$ 392,000

^[1]

SmarterChaos | Minimum | Brand

SmarterChaos | Minimum | Customer relationships

1 year

SmarterChaos | Maximum | Brand

5 years

SmarterChaos | Maximum | Customer relationships

7 years

6 years

[1]

On June 30, 2021, the sellers of SmarterChaos 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.

ACQUISITIONS - Changes in Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Apr. 01, 2021	Feb. 01, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 76,558			$ 44,904	$ 41,826
Crisp Results
Business Acquisition [Line Items]
Goodwill	21,894	$ 17,370
Contingent Consideration	7,370	4,763
Working capital	1,018	1,018
Crisp Results \| Scenario, Adjustment \| Revised Acquisition Date Fair Value
Business Acquisition [Line Items]
Goodwill		21,894
Contingent Consideration		5,186
Working capital		1,018
Crisp Results \| Scenario, Adjustment \| Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Goodwill	0
Contingent Consideration	2,184
Working capital	0
Crisp Results \| Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0	0
Crisp Results \| Technology \| Scenario, Adjustment \| Revised Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		0
Crisp Results \| Technology \| Scenario, Adjustment \| Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Crisp Results \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	19,600	26,000
Crisp Results \| Customer relationships \| Scenario, Adjustment \| Revised Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		19,600
Crisp Results \| Customer relationships \| Scenario, Adjustment \| Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Crisp Results \| Brand
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	7,400	5,100
Crisp Results \| Brand \| Scenario, Adjustment \| Revised Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		7,400
Crisp Results \| Brand \| Scenario, Adjustment \| Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Crisp Results \| Non-competition agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0	0
Crisp Results \| Non-competition agreements \| Scenario, Adjustment \| Revised Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 0
Crisp Results \| Non-competition agreements \| Scenario, Adjustment \| Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Aimtell, PushPros and Aramis
Business Acquisition [Line Items]
Goodwill	9,761		$ 4,853
Contingent Consideration	1,069		4,925
Working capital	944		1,404
Aimtell, PushPros and Aramis \| Scenario, Adjustment \| Revised Acquisition Date Fair Value
Business Acquisition [Line Items]
Goodwill			9,761
Contingent Consideration			2,147
Working capital			944
Aimtell, PushPros and Aramis \| Scenario, Adjustment \| Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Goodwill	0
Contingent Consideration	(1,078)
Working capital	0
Aimtell, PushPros and Aramis \| Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	3,900		10,500
Aimtell, PushPros and Aramis \| Technology \| Scenario, Adjustment \| Revised Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			3,900
Aimtell, PushPros and Aramis \| Technology \| Scenario, Adjustment \| Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Aimtell, PushPros and Aramis \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	7,690		7,920
Aimtell, PushPros and Aramis \| Customer relationships \| Scenario, Adjustment \| Revised Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			7,690
Aimtell, PushPros and Aramis \| Customer relationships \| Scenario, Adjustment \| Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Aimtell, PushPros and Aramis \| Brand
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	208		226
Aimtell, PushPros and Aramis \| Brand \| Scenario, Adjustment \| Revised Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			208
Aimtell, PushPros and Aramis \| Brand \| Scenario, Adjustment \| Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Aimtell, PushPros and Aramis \| Non-competition agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	83		117
Aimtell, PushPros and Aramis \| Non-competition agreements \| Scenario, Adjustment \| Revised Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			$ 83
Aimtell, PushPros and Aramis \| Non-competition agreements \| Scenario, Adjustment \| Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 0

ACQUISITIONS - Net Assets And Liabilities Acquired (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Feb. 01, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 76,558		$ 44,904	$ 41,826
Minimum
Business Acquisition [Line Items]
Expected useful life of acquired property, plant and equipment	3 years
Maximum
Business Acquisition [Line Items]
Expected useful life of acquired property, plant and equipment	5 years
Technology
Business Acquisition [Line Items]
Expected Useful Life	4 years
Customer relationships \| Minimum
Business Acquisition [Line Items]
Expected Useful Life	4 years
Customer relationships \| Maximum
Business Acquisition [Line Items]
Expected Useful Life	6 years
Brand \| Minimum
Business Acquisition [Line Items]
Expected Useful Life	1 year
Brand \| Maximum
Business Acquisition [Line Items]
Expected Useful Life	7 years
Non-competition agreements
Business Acquisition [Line Items]
Expected Useful Life	3 years
SmarterChaos
Business Acquisition [Line Items]
Goodwill	$ 3,078
Accounts receivable	576
Property and equipment	28
Accounts payable	(1,156)
Other assets acquired and liabilities assumed, net	496
Net assets and liabilities acquired	5,799
SmarterChaos \| Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
SmarterChaos \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 2,500
SmarterChaos \| Customer relationships \| Minimum
Business Acquisition [Line Items]
Expected Useful Life	5 years
SmarterChaos \| Customer relationships \| Maximum
Business Acquisition [Line Items]
Expected Useful Life	6 years
SmarterChaos \| Brand
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 277
SmarterChaos \| Brand \| Minimum
Business Acquisition [Line Items]
Expected Useful Life	1 year
SmarterChaos \| Brand \| Maximum
Business Acquisition [Line Items]
Expected Useful Life	7 years
SmarterChaos \| Non-competition agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 0
Aimtell, PushPros and Aramis
Business Acquisition [Line Items]
Expected Useful Life	4 years
Goodwill	$ 9,761	$ 4,853
Accounts receivable	3,100
Property and equipment	250
Accounts payable	(2,887)
Other assets acquired and liabilities assumed, net	740
Net assets and liabilities acquired	$ 22,845
Aimtell, PushPros and Aramis \| Technology
Business Acquisition [Line Items]
Expected Useful Life	4 years
Finite-lived intangible assets acquired	$ 3,900	10,500
Aimtell, PushPros and Aramis \| Customer relationships
Business Acquisition [Line Items]
Expected Useful Life	4 years 1 month 6 days
Finite-lived intangible assets acquired	$ 7,690	7,920
Aimtell, PushPros and Aramis \| Customer relationships \| Minimum
Business Acquisition [Line Items]
Expected Useful Life	4 years
Aimtell, PushPros and Aramis \| Customer relationships \| Maximum
Business Acquisition [Line Items]
Expected Useful Life	6 years
Aimtell, PushPros and Aramis \| Brand
Business Acquisition [Line Items]
Expected Useful Life	2 years 1 month 6 days
Finite-lived intangible assets acquired	$ 208	226
Aimtell, PushPros and Aramis \| Non-competition agreements
Business Acquisition [Line Items]
Expected Useful Life	3 years
Finite-lived intangible assets acquired	$ 83	$ 117
Crisp Results
Business Acquisition [Line Items]
Goodwill	21,894
Accounts receivable	2,610
Property and equipment	220
Accounts payable	(1,593)
Other assets acquired and liabilities assumed, net	1
Net assets and liabilities acquired	50,132
Crisp Results \| Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Crisp Results \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	19,600
Crisp Results \| Brand
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	7,400
Crisp Results \| Non-competition agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 0

ACQUISITIONS - Net Revenue and Net Income (Loss) Attributable to DMS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Aimtell, PushPros and Aramis
Business Acquisition [Line Items]
Net revenue	$ 21,083
Net loss from operations	(4,661)
Crisp Results
Business Acquisition [Line Items]
Net revenue	25,637
Net loss from operations	$ (1,042)

ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Aimtell, PushPros and Aramis
Business Acquisition [Line Items]
Net revenue	$ 23,093	$ 26,330
Net (loss) income from operations	(4,436)	5,085
Crisp Results
Business Acquisition [Line Items]
Net revenue	34,035	29,811
Net (loss) income from operations	$ 257	$ 5,853

RESTRUCTURING COSTS - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) ft² rental_location lease	Dec. 31, 2020 USD ($) ft² rental_location
Restructuring Cost and Reserve [Line Items]
Number of properties under lease termination agreement \| rental_location	5	12
Number of properties under lease termination agreement, rental area \| ft²	57,469	62,113
Decrease in cash for rent expense		$ 1.9
Payment made to release all future obligations		0.4
Lease reserve	$ 2.5	3.6
Number of leases added to lease termination agreement through acquisition \| lease	1
Lease cost	$ 1.0	2.0
Accrued Liabilities
Restructuring Cost and Reserve [Line Items]
Lease reserve	0.9	1.7
Other Noncurrent Liabilities
Restructuring Cost and Reserve [Line Items]
Lease reserve	$ 1.6	$ 1.9

RESTRUCTURING COSTS - Restructuring Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Restructuring Reserve [Roll Forward]
Beginning balance	$ 3,652	$ 0
Valuation adjustments	373	3,853
Lease payments	(1,683)	(238)
Lease accretion	174	37
Ending balance	$ 2,516	$ 3,652

RESTRUCTURING COSTS - Lease Liability (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Restructuring and Related Activities [Abstract]
2022	$ 1,869
2023	1,707
2024	1,899
2025	546
Total	$ 6,021

FAIR VALUE MEASUREMENTS - Additional Information (Details) - shares shares in Millions	Dec. 31, 2021	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding (in shares)	10.0	10.0
Private Warrant Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding (in shares)	4.0

FAIR VALUE MEASUREMENTS - Inputs and Valuations (Details)	Dec. 31, 2021 $ / shares yr
Private Placement Warrants Fair Value Per Share
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.99
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	4.78
Strike price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	11.50
Remaining contractual term in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs \| yr	3.54
Estimated volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.600
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.000
Risk free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.0105

FAIR VALUE MEASUREMENTS - Contingent Consideration Assumptions (Details)	Dec. 31, 2021 USD ($) d
Aimtell And PushPros \| CYE2021 Revenue - Actual
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	7,193,881
Aimtell And PushPros \| CYE2022 Revenue - Expectations
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	11,259,147
Aimtell And PushPros \| CYE2023 Revenue - Expectations
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	14,636,891
Aimtell And PushPros \| CYE2022 Risk Adjusted Revenue
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	10,883,930
Aimtell And PushPros \| CYE2023 Risk Adjusted Revenue
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	13,224,456
Aimtell And PushPros \| Revenue Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.25
Aimtell And PushPros \| Iteration (actual)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	100,000
Aimtell And PushPros \| Risk adjustment discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.0725
Aimtell And PushPros \| Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.065
Aimtell And PushPros \| Days gap from period end to payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions \| d	90
Aramis \| Iteration (actual)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	100,000
Aramis \| Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.065
Aramis \| Days gap from period end to payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions \| d	90
Aramis \| CYE2022 Earnout Successful Probability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.990
Crisp Results \| Iteration (actual)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	100,000
Crisp Results \| Risk adjustment discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.165
Crisp Results \| Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.065
Crisp Results \| Days gap from period end to payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions \| d	90
Crisp Results \| EBITDA volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.60
Crisp Results \| EBITDA Historical - 9 Months
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	7,749,580
Crisp Results \| EBITDA Expectations - 3 Months
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	1,800,000
Crisp Results \| Risk adjusted EBITDA
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	1,768,807

FAIR VALUE MEASUREMENTS - Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	$ 3,960	$ 22,080
Contingent consideration payable - current	7,370	0
Contingent consideration payable - non-current	1,069	0
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	7,370
Contingent consideration payable - non-current	1,069
Total	12,399
Fair Value, Recurring \| Private Warrant Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	3,960	22,080
Fair Value, Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	0
Total	0
Fair Value, Recurring \| Level 1 \| Private Warrant Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	0	0
Fair Value, Recurring \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	0
Total	0
Fair Value, Recurring \| Level 2 \| Private Warrant Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	0	0
Fair Value, Recurring \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	7,370
Contingent consideration payable - non-current	1,069
Total	12,399
Fair Value, Recurring \| Level 3 \| Private Warrant Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	$ 3,960	$ 22,080

FAIR VALUE MEASUREMENTS - Level 3 Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0	$ 1,000
Additions	7,333	0
Changes in fair value	1,106	0
Settlements	0	(1,000)
Ending balance	8,439	0
Private Warrant Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	22,080	0
Additions	0	13,240
Changes in fair value	(18,115)	8,840
Settlements	(5)	0
Ending balance	$ 3,960	$ 22,080

EQUITY - Additional Information (Details)			12 Months Ended
EQUITY - Additional Information (Details)	Oct. 22, 2020 shares	Jul. 16, 2020 shares	Dec. 31, 2021 votingRight $ / shares shares	Dec. 31, 2020 shares	Jul. 15, 2020
Class of Stock [Line Items]
Common stock authorized (in shares)			600,000,000
Common stock par value (usd per share) \| $ / shares			$ 0.0001
Preferred stock, authorized (in shares)			100,000,000
Preferred stock par value (usd per share) \| $ / shares			$ 0.0001
Common stock outstanding (in shares)			61,925,075	58,392,040
Voting rights per each share \| votingRight			1
Equity conversion ratio			1
Preferred stock issued (in shares)			0	0
Warrant exercise price (usd per share) \| $ / shares			$ 0.01
Warrants, term			5 years
Warrants outstanding (in shares)			10,000,000	10,000,000
SmarterChaos
Class of Stock [Line Items]
Equity issued to acquiree (in shares)		307,000
DMSH
Class of Stock [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners			41.60%	44.50%
Prism and Clairvest Direct Seller \| DMSH
Class of Stock [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners					44.50%
Common Class A
Class of Stock [Line Items]
Warrant exercise price (usd per share) \| $ / shares			$ 11.50
Common Class A
Class of Stock [Line Items]
Common stock authorized (in shares)			500,000,000
Common stock par value (usd per share) \| $ / shares			$ 0.0001
Common stock outstanding (in shares)			36,225,611	32,392,576
Common stock issued (in shares)			36,226,000
Share price (usd per share) \| $ / shares			$ 18.00
Common Class B
Class of Stock [Line Items]
Common stock authorized (in shares)			60,000,000
Common stock par value (usd per share) \| $ / shares			$ 0.0001
Common stock outstanding (in shares)			25,699,464	25,999,464
Common stock issued (in shares)			25,699,000
Common Class B \| Prism and Clairvest Direct Seller \| SmarterChaos
Class of Stock [Line Items]
Equity issued to acquiree (in shares)	142,000
Class C common stock
Class of Stock [Line Items]
Common stock authorized (in shares)			40,000,000
Common stock par value (usd per share) \| $ / shares			$ 0.0001
Common stock outstanding (in shares)			0
Equity conversion ratio			1
Common stock issued (in shares)			0

EQUITY - Authorized Capitalization (Details) - shares	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common stock outstanding (in shares)	61,925,075	58,392,040
Company Stock, Economic Ownership in Affiliate	100.00%	100.00%
Common Class A
Class of Stock [Line Items]
Common stock outstanding (in shares)	36,225,611	32,392,576
Company Stock, Economic Ownership in Affiliate	58.50%	55.50%
Common Class B
Class of Stock [Line Items]
Common stock outstanding (in shares)	25,699,464	25,999,464
Company Stock, Economic Ownership in Affiliate	41.50%	44.50%

EQUITY - Noncontrolling Interest (Details) - DMSH - shares	Dec. 31, 2021	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Noncontrolling interest, ownership by parent (in shares)	36,225,611	32,392,576
Equity method investment, ownership percentage	58.40%	55.50%
Noncontrolling interest, ownership by noncontrolling owners (in shares)	25,853,152	25,999,464
Noncontrolling interest, ownership percentage by noncontrolling owners	41.60%	44.50%
Ownership, Including Noncontrolling Interests, Shares	62,078,763	58,392,040
Ownership Percentage, Including Noncontrolling Interests	1.000	1.000

EQUITY - Summary of Changes in Ownership (Details) - USD ($)
$ in Thousands

12 Months Ended

Jun. 30, 2021

Dec. 31, 2021

Dec. 31, 2020

Net income (loss)

$ 6,193

$ (13,714)

3,000

20,491

Transfers

Net income (loss)

2,202

(8,696)

Stock-based compensation - Vested & Exercised

(1)

(602)

Net transfers to (from) non-controlling interests

(4,710)

103

Change from net income attributable to DMS Inc. shareholders and transfers to (from) noncontrolling interest

(2,508)

(8,593)

Additional Paid-in Capital

1,861

(50,846)

SmarterChaos

Units/shares redeemed and issued to Class A Common Stock

$ 3,000

392

^[1]

SmarterChaos | Transfers

Units/shares redeemed and issued to Class A Common Stock

103

(189)

SmarterChaos | Additional Paid-in Capital

Units/shares redeemed and issued to Class A Common Stock

^[1]

392

Aimtell, PushPros and Aramis

Aimtell, PushPros and Aramis | Transfers

14,889

Aimtell, PushPros and Aramis | Additional Paid-in Capital

(1,589)

8,688

Crisp Results

Crisp Results | Additional Paid-in Capital

19,823

Crisp Results | Additional Paid-in Capital | Transfers

11,567

(1,960)

Prism Data

Units/shares redeemed and issued to Class A Common Stock

192

Prism Data | Transfers

Units/shares redeemed and issued to Class A Common Stock

(369)

$ 0

Prism Data | Additional Paid-in Capital