0001628280-22-013658 | 10-Q | XBRL Viewer | Digital Media Solutions INC

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FAIR VALUE MEASUREMENTS - Contingent Consideration Assumptions (Details)	Mar. 31, 2022 USD ($) d
Aimtell / PushPros \| CYE2021 Revenue - Actual
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	7,193,881
Aimtell / PushPros \| CYE2022 Revenue - 3 Months Actual
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	1,287,738
Aimtell / PushPros \| CYE2022 Revenue - 9 Months Expectations
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	10,041,919
Aimtell / PushPros \| CYE2023 Revenue - Expectations
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	14,636,891
Aimtell / PushPros \| CYE2022 Risk Adjusted Revenue - 9 Months
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	9,756,478
Aimtell / PushPros \| CYE2023 Risk Adjusted Revenue
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	13,301,545
Aimtell / PushPros \| Revenue Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.25
Aimtell / PushPros \| Iteration (actual)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	100,000
Aimtell / PushPros \| Risk adjustment discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.0825
Aimtell / PushPros \| Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.080
Aimtell / 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	0.080
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

DEBT (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

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


	March 31, 2022		December 31, 2021
Term loan	$	223,313	$	223,875




Less: Unamortized debt issuance costs (1)	(5,780)		(6,120)
Debt, net	217,533		217,755
Less: Current portion of long-term debt	(2,250)		(2,250)
Long-term debt	$	215,283	$	215,505

__________

(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 March 31, 2022:


(in thousands)
2022	$	1,688
2023	2,250
2024	2,250
2025	2,250
2026 and thereafter	214,875
Total debt	$	223,313

- Definition

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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+ Details

ACQUISITIONS - Net Assets And Liabilities Acquired (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 76,503	$ 76,558
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
Aimtell, PushPros and Aramis
Business Acquisition [Line Items]
Expected Useful Life	4 years
Goodwill	$ 9,761	$ 9,761
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	3,900
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	7,690
Aimtell, PushPros and Aramis \| Brand
Business Acquisition [Line Items]
Expected Useful Life	2 years 1 month 6 days
Finite-lived intangible assets acquired	$ 208	208
Aimtell, PushPros and Aramis \| Non-competition agreements
Business Acquisition [Line Items]
Expected Useful Life	3 years
Finite-lived intangible assets acquired	$ 83	83
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

DEBT - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	May 25, 2021	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Unamortized debt issuance costs		$ 5,780	$ 6,120
Loss on debt extinguishment			2,100
Senior Secured Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Debt term	5 years
Senior secured revolving credit facility	$ 275,000
Discount amount	4,200	3,500	3,700
Debt issuance costs, before amortization	3,500
Unamortized debt issuance costs		$ 2,300	2,400
Senior Secured Credit Facility \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount	$ 225,000
Discount as a percentage	1.80%
Discount amount	$ 4,200
Payment of original principal amount paid quarterly		1.00%
Senior Secured Credit Facility \| Line of Credit \| Secured Debt \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate		5.00%
Senior Secured Credit Facility \| Line of Credit \| Secured Debt \| Base Rate
Debt Instrument [Line Items]
Variable rate		4.00%
Senior Secured Credit Facility \| Line of Credit \| Revolving credit facility
Debt Instrument [Line Items]
Senior secured revolving credit facility	$ 50,000
Per annum commitment fee		0.50%
Effective rate		6.29%
Unamortized debt issuance costs		$ 700	$ 800
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
Aggregate principal amount extinguished		$ 210,000

RESTRUCTURING COSTS - Restructuring Costs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Restructuring Reserve [Roll Forward]
Beginning balance	$ 2,516
Valuation adjustments	(26)
Lease payments	(294)
Lease accretion	48
Ending balance	2,244
Accrued Liabilities
Restructuring Reserve [Roll Forward]
Lease reserve	782
Other Noncurrent Liabilities
Restructuring Reserve [Roll Forward]
Lease reserve	$ 1,462

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES As a result of the Business Combination, the Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker, which owns 58.6% of equity interests in DMSH. DMSH is treated as a partnership for purposes of U.S. federal and certain state and local income tax. As a U.S. partnership, generally DMSH will not be subject to corporate income taxes (except with respect to UE, as described below). Instead, each of the ultimate partners (including DMS Inc.) are taxed on their proportionate share of DMSH taxable income. While the Company consolidates DMSH for financial reporting purposes, the Company will only be taxed on its allocable share of future earnings (i.e. those earnings not attributed to the non-controlling interests, which continue to be taxed on their own allocable share of future earnings of DMSH). The Company’s income tax expense is attributable to the allocable share of earnings from DMSH, a portion of activities of DMSH that are subject to Canadian income tax, and the activities of UE, a wholly-owned U.S. corporate subsidiary of DMSH, which is subject to U.S. federal and state and local income taxes. The income tax burden on the earnings allocated to the non-controlling interests is not reported by the Company in its consolidated financial statements under GAAP. As a result, the Company’s effective tax rate is expected to differ materially from the statutory rate. The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. The Company recorded income tax expense of $310 thousand for the three months ended March 31, 2022. The blended effective tax rate for the three months ended March 31, 2022 was (6.1)%, which varies from our statutory U.S. tax rate due to taxable income or loss that is allocated to the non-controlling interest and impact of the valuation allowance on DMS, Inc. The Company recorded $117 thousand income tax expense for the three months ended March 31, 2021. The blended effective tax rate for the three months ended March 31, 2021 was (124.6)%, which varies from our statutory U.S. tax rate due to taxable income or loss that is allocated to the non-controlling interest. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into a Tax Receivable Agreement (“TRA”) 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 of December 31, 2021, the Company recorded a full valuation allowance on our deferred tax asset (“DTA”) related to the TRA along with the entire DTA inventory at DMS, Inc. and Blocker. 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.

- Definition

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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+ Details

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the U.S. Security and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. All significant intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited consolidated financial statements; therefore, actual results could differ from those estimates. Interim results are not necessarily indicative of the results for a full year.
Business Combination	Business Combination On July 15, 2020, Digital Media Solutions Holding (“DMSH”) consummated the Business Combination with Leo pursuant to the Business Combination Agreement (“Business Combination”). Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 58.6% of the membership interest in DMSH, while Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”) retained approximately 41.4% of the membership interest in DMSH (“non-controlling interests”). For additional information, see Note 2: “Business Combination” in the Notes to Consolidated Financial Statements in our 2021 Form 10-K.
Non-Controlling Interest	Non-controlling Interest The non-controlling interest represents the membership interest in DMSH held by holders other than the Company. As of March 31, 2022, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 41.4% and as of December 31, 2021 it was 41.6%.
Principles of Consolidation	Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. 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.
New Accounting Standards	New Accounting Standards Accounting Standards Not Yet Adopted 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 adopt the standard using the optional transition method whereby we would apply the new lease requirements through a cumulative-effect adjustment on the effective date of adoption. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets, recognizing assets and related lease liabilities. 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 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 emerging growth companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements.
Earnings per share	Basic earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. 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.

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On May 10, 2022, the Company acquired Traverse Data, Inc. (“Traverse”), a marketing and advertising technology company, for a total up to $3.0 million payable in cash, subject to certain adjustments. As a result of limited access to the information required to prepare the initial accounting, the initial accounting for the Traverse acquisition is incomplete and the Company is unable to provide the amounts that will be recognized at the acquisition date for the major classes of assets acquired and liabilities assumed, pre-existing contingencies, goodwill or other intangible assets at the time of this Quarterly Report on Form 10-Q.

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 223,313
Unamortized debt issuance costs	(5,780)	$ (6,120)
Debt, net	217,533	217,755
Less: Current portion of long-term debt	(2,250)	(2,250)
Long-term debt	215,283	215,505
Term loan
Debt Instrument [Line Items]
Total debt	$ 223,313	$ 223,875

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2022

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:


	Three Months Ended March 31,
	2022		2021
Numerator:
Net loss	$	(5,357)	$	(212)

Net loss attributable to non-controlling interest	(2,223)		(93)
Net loss attributable to Digital Media Solutions, Inc. - basic and diluted	$	(3,134)	$	(119)




Denominator:





Weighted average shares - basic and diluted	35,576		33,241

Net earnings (loss) per common share:
Basic and diluted	$	(0.09)	$	—

GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Accumulated impairments	$ 0		$ 0
Amortization of intangible assets	$ 4,900,000	$ 4,100,000

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Net revenue	$ 109,110	$ 96,803
Cost of revenue (exclusive of depreciation and amortization shown separately below)	77,834	69,182
Salaries and related costs	13,705	10,269
General and administrative expenses	11,107	6,962
Depreciation and amortization	7,060	5,419
Acquisition costs	13	1,494
Change in fair value of contingent consideration liabilities	2,591	0
(Loss) income from operations	(3,200)	3,477
Interest expense	3,687	3,257
Change in fair value of warrant liability	(1,840)	315
Net loss before income taxes	(5,047)	(95)
Income tax expense	310	117
Net loss	(5,357)	(212)
Net loss attributable to non-controlling interest	(2,223)	(93)
Net loss attributable to Digital Media Solutions, Inc.	$ (3,134)	$ (119)
Weighted-average shares outstanding - basic (in shares)	35,576,000	33,241,000
Weighted-average shares outstanding - diluted (in shares)	35,576,000	33,241,000
Earnings (loss) per share attributable to Digital Media Solutions, Inc.:
Basic (usd per share)	$ (0.09)	$ 0
Diluted (usd per share)	$ (0.09)	$ 0

FAIR VALUE MEASUREMENTS - Level 3 Reconciliation (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 8,439
Additions	0
Changes in fair value	2,591
Settlements	0
Ending balance	11,030
Private Placement Warrant liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	3,960
Additions	0
Changes in fair value	(1,840)
Settlements	0
Ending balance	$ 2,120

CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Allowance for credit loss	$ 5,459	$ 4,930
Preferred stock par value (usd per share)	$ 0.0001
Preferred stock, authorized (in shares)	100,000,000
Preferred stock issued (in shares)	0
Preferred stock outstanding (in shares)	0
Class A Common Stock
Common stock par value (usd per share)	$ 0.0001
Common stock authorized (in shares)	500,000,000
Common stock issued (in shares)	36,394,000
Common stock outstanding (in shares)	36,394,000
Class B Common Stock
Common stock par value (usd per share)	$ 0.0001
Common stock authorized (in shares)	60,000,000
Common stock issued (in shares)	25,699,000
Common stock outstanding (in shares)	25,699,000
Class C common stock
Common stock par value (usd per share)	$ 0.0001
Common stock authorized (in shares)	40,000,000
Common stock issued (in shares)	0
Common stock outstanding (in shares)	0

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement Inputs and Valuation Techniques

The significant assumptions were as follows:


	March 31, 2022
Private Placement Warrants Fair Value Per Share	$	0.53
Private Placement Warrant valuation inputs:
Stock price - DMS Inc. Class A Common Stock	$	3.64

Remaining contractual term in years	3.29
Estimated volatility	60.0		%
Dividend yield	0.0		%
Risk free interest rate	2.43		%

The following table presents the contingent consideration assumptions.


	Aimtell / PushPros
CYE2021 Revenue - Actual	$	7,193,881
CYE2022 Revenue - 3 Months Actual	$	1,287,738
CYE2022 Revenue - 9 Months Expectations	$	10,041,919
CYE2023 Revenue - Expectations	$	14,636,891
CYE2022 Risk Adjusted Revenue - 9 Months	$	9,756,478
CYE2023 Risk Adjusted Revenue	$	13,301,545
Revenue Volatility	25		%
Iteration (actual)	100,000
Risk adjustment discount rate	8.25		%
Risk free / Credit risk	8.0		%
Days gap from period end to payment	90

	Aramis
CYE2022 Earnout Successful Probability	99.0		%
Iteration (actual)	100,000
Risk free / Credit risk	8.0		%
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):


	March 31, 2022
Category	Level 1		Level 2		Level 3		Total
Liabilities:
Private Placement Warrant liabilities	$	—	$	—	$	2,120	$	2,120
Contingent consideration - current (Crisp Results)	—		—		10,000		10,000
Contingent consideration -non-current (AAP)	—		—		1,030		1,030
Total	$	—	$	—	$	13,150	$	13,150

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
Balance, December 31, 2021	$	3,960	$	8,439
Additions	—		—
Changes in fair value	(1,840)		2,591
Settlements	—		—
Balance, March 31, 2022	$	2,120	$	11,030

- Definition

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

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - DMSH	Mar. 31, 2022	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Equity method investment, ownership percentage	58.60%
Sellers
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners	41.40%	41.60%

RESTRUCTURING COSTS

3 Months Ended

Mar. 31, 2022

Restructuring and Related Activities [Abstract]

RESTRUCTURING COSTS

RESTRUCTURING COSTSRestructuring 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 the United States and Canada. The leases entered into by the Company consist of both long-term and short-term leases.

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 unaudited consolidated statements of operations.

Since 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 certain lease agreements, which reduced cash needs by approximately $1.9 million over the remaining life of the original leases through April 30, 2025. As of March 31, 2022, the Company has four leased properties, representing 55,798 square feet of office space located in the United States, that are currently in negotiations with landlords to be reduced or terminated.

The reserve is amortized to General and administrative expenses in the consolidated statements of operations. The change in liability for the restructuring costs reserve for the three months ended March 31, 2022 was as follows (in thousands):


	Three Months Ended March 31, 2022
Beginning balance	$	2,516
Valuation adjustments	(26)
Lease payments	(294)
Lease accretion	48
Ending balance	$	2,244
Current portion - Accrued expenses and other current liabilities	$	782
Long-term portion - Other non-current liabilities	$	1,462

FAIR VALUE MEASUREMENTS - Additional Information (Details) shares in Millions	Mar. 31, 2022 shares
Private Placement Warrant liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding (in shares)	4.0

CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 21,703	$ 26,394
Accounts receivable, net of allowances of $5,459 and $4,930, respectively	58,470	51,578
Prepaid and other current assets	2,575	3,698
Income tax receivable	1,537	2,078
Total current assets	84,285	83,748
Property and equipment, net	18,571	19,168
Goodwill	76,503	76,558
Intangible assets, net	61,288	66,228
Deferred tax assets	0	0
Other assets	822	889
Total assets	241,469	246,591
Current liabilities:
Accounts payable	39,765	42,073
Accrued expenses and other current liabilities	10,335	9,473
Current portion of long-term debt	2,250	2,250
Income taxes payable	294	103
Tax Receivable Agreement liability	1,310	1,310
Contingent consideration payable - current	10,000	7,370
Deferred acquisitions consideration payable - current	4,857	4,785
Total current liabilities	68,811	67,364
Long-term debt	215,283	215,505
Deferred tax liabilities	4,394	4,786
Private Placement Warrant liabilities	2,120	3,960
Contingent consideration payable - non-current	1,030	1,069
Other non-current liabilities	1,637	1,725
Total liabilities	293,275	294,409
Stockholders' deficit:
Preferred stock, $0.0001 par value, 100,000 shares authorized; none issued and outstanding at March 31, 2022	0	0
Additional paid-in capital	(23,754)	(25,239)
Retained earnings	(4,078)	(944)
Total stockholders' deficit	(27,826)	(26,177)
Non-controlling interest	(23,980)	(21,641)
Total deficit	(51,806)	(47,818)
Total liabilities and deficit	241,469	246,591
Class A Common Stock
Stockholders' deficit:
Common stock	3	3
Class B Common Stock
Stockholders' deficit:
Common stock	3	3
Class C common stock
Stockholders' deficit:
Common stock	$ 0	$ 0

GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 76,558
Miscellaneous changes	(55)
Goodwill, ending balance	76,503
Brand Direct \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	18,376
Miscellaneous changes	(55)
Goodwill, ending balance	18,321
Marketplace \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	54,554
Miscellaneous changes	0
Goodwill, ending balance	54,554
Technology Solutions \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	3,628
Miscellaneous changes	0
Goodwill, ending balance	$ 3,628

REPORTABLE SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Reconciliation of Operations of Segments

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


	Three Months Ended March 31,
	2022		2021
Net revenue	$	109,110	$	96,803
Brand Direct	61,228		56,179
Marketplace	58,806		49,259
Technology Solutions	2,336		2,017
Intercompany eliminations	(13,260)		(10,652)
Cost of revenue	77,834		69,182
Brand Direct	48,448		41,061
Marketplace	42,380		36,599
Technology Solutions	266		416
Intercompany eliminations	(13,260)		(8,894)
Gross profit	$	31,276	$	27,621
Brand Direct	12,780		15,118
Marketplace	16,426		12,660
Technology Solutions	2,070		1,601
Salaries and related costs	13,705		10,269
General and administrative expenses	11,107		6,962
Depreciation and amortization	7,060		5,419
Acquisition costs	13		1,494
Contingent consideration changes in fair value of acquisition	2,591		—
Income from operations	$	(3,200)	$	3,477

GOODWILL AND INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2022

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		Technology Solutions		Total
Balance, December 31, 2021	$	18,376	$	54,554	$	3,628	$	76,558
Miscellaneous changes	(55)		—		—		(55)
Balance, March 31, 2022	$	18,321	$	54,554	$	3,628	$	76,503

The carrying amount of goodwill for all reporting units had no accumulated impairments as of March 31, 2022 and December 31, 2021.

Intangible assets, net

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


		March 31, 2022						December 31, 2021
	Amortization Period (Years)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Technology	3 to 5	$	51,846	$	(32,255)	$	19,591	$	51,946	$	(29,929)	$	22,017
Customer relationships	2 to 9	49,373		(15,135)		34,238		49,273		(13,076)		36,197
Brand	1 to 7	12,109		(4,996)		7,113		12,109		(4,575)		7,534
Non-competition agreements	3	1,898		(1,552)		346		1,898		(1,418)		480
Total		$	115,226	$	(53,938)	$	61,288	$	115,226	$	(48,998)	$	66,228

Amortization expense for finite-lived intangible assets is recorded on an accelerated straight-line basis. Amortization expense related to finite-lived intangible assets was $4.9 million and $4.1 million for the three months ended March 31, 2022 and 2021, respectively.

ACQUISITIONS - Net Revenue and Net Income (Loss) Attributable to DMS (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Aimtell, PushPros and Aramis
Business Acquisition [Line Items]
Net revenue	$ 4,301
Net loss from operations	(136)
Crisp Results
Business Acquisition [Line Items]
Net revenue	0
Net loss from operations	$ 0

ACQUISITIONS

3 Months Ended

Mar. 31, 2022

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, subject to the achievement of certain milestones, which can be paid in cash or Class A Common Stock at the election of the Company. As of March 31, 2022, the contingent consideration milestones have been met and is scheduled to be paid by June 2022. The consideration also includes a $5.0 million deferred payment, to be paid 18 months after the acquisition 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 the intangible assets, goodwill, contingent consideration and working capital. Accounting for the acquisition was completed on March 31, 2022. The impact of these adjustments are as follows (in thousands):


Crisp Results	Acquisition Date Fair Value		Fair Value Mark-to-Market changes		Fair Value as of March 31, 2022
Goodwill	$	21,894	$	—	$	21,894
Intangible Assets:
Technology	$	—	$	—	$	—
Customer relationships	$	19,600	$	—	$	19,600
Brand	$	7,400	$	—	$	7,400
Non-competition agreements	$	—	$	—	$	—

Contingent Consideration	$	5,186	$	4,814	$	10,000

Working Capital	$	1,018	$	—	$	1,018

As of April 1, 2021, the acquisition date, the fair value of the contingent consideration earnout was $5.2 million, and the deferred consideration was $4.6 million. During the three months ended March 31, 2022, the contingent consideration earnout value increased $2.6 million from December 31, 2021 to a total of $10.0 million. As of March 31, 2022, the present value of the deferred consideration increased slightly due to accretion to $4.9 million from December 31, 2021. For the three months ended March 31, 2022, there were no measurement period adjustments identified and recorded.

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”, and together with Aimtell and PushPro, “AAP”). 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.

2021 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 made adjustments to the initial and subsequent fair value of the intangible assets, goodwill, contingent consideration and working capital. Accounting for the acquisition was completed on March 31, 2022. The impact of these adjustments are as follows (in thousands):


Aimtell, PushPros, and Aramis	Acquisition Date Fair Value		Fair Value Mark-to-Market changes		Fair Value as of March 31, 2022
Goodwill	$	9,761	$	—	$	9,761
Intangible Assets:
Technology	$	3,900	$	—	$	3,900
Customer relationships	$	7,690	$	—	$	7,690
Brand	$	208	$	—	$	208
Non-competition agreements	$	83	$	—	$	83

Contingent Consideration	$	2,147	$	(1,117)	$	1,030

Working Capital	$	944	$	—	$	944

As of February 1, 2021, the acquisition date, the fair value of the contingent consideration earnout was $2.1 million. As of March 31, 2022, the contingent consideration earnout fair value total of $1.1 million remained relatively unchanged since December 31, 2021. The contingent consideration can be paid in cash or DMS Class A Common Stock at the election of the Company.

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 and 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 and PushPros customer 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 AAP 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.

Net assets and liabilities acquired from the AAP and Crisp Results acquisitions consist of the following (in thousands):


	Expected Useful Life	Aimtell, PushPros and Aramis		Crisp Results
		2021		2021
Goodwill		$	9,761	$	21,894
Technology	4	3,900		—
Customer relationships	4 to 6	7,690		19,600
Accounts receivable		3,100		2,610
Brand	1 to 7	208		7,400
Non-competitive agreements	3	83		—
Property and equipment	3 to 5	250		220
Accounts payable		(2,887)		(1,593)
Other assets acquired and liabilities assumed, net (1)		740		1
Net assets and liabilities acquired		$	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 AAP 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 AAP 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 AAP and Crisp Results acquisitions which have been included in the unaudited consolidated statements of operations for the periods indicated subsequent to the acquisition date (in thousands):


	Three Months Ended March 31, 2021
		Aimtell, PushPros and Aramis		Crisp Results
Net revenue		$	4,301	$	—
Net loss from operations		$	(136)	$	—

Pro Forma Information

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


	Three Months Ended March 31, 2021
(In thousands):	DMS		Aimtell, PushPros and Aramis		Crisp Results		Pro Forma
Net revenue	$	96,803	$	2,465	$	8,284	$	107,552
Net (loss) income from operations	$	(212)	$	457	$	2,296	$	2,541

FAIR VALUE MEASUREMENTS - Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	$ 2,120	$ 3,960
Contingent consideration payable - current	10,000	7,370
Contingent consideration payable - non-current	1,030	$ 1,069
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	10,000
Contingent consideration payable - non-current	1,030
Total	13,150
Fair Value, Recurring \| Private Placement Warrant liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	2,120
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 Placement Warrant liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	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 Placement Warrant liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	0
Fair Value, Recurring \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	10,000
Contingent consideration payable - non-current	1,030
Total	13,150
Fair Value, Recurring \| Level 3 \| Private Placement Warrant liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	$ 2,120

ACQUISITIONS (Tables)

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

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	Acquisition Date Fair Value		Fair Value Mark-to-Market changes		Fair Value as of March 31, 2022
Goodwill	$	21,894	$	—	$	21,894
Intangible Assets:
Technology	$	—	$	—	$	—
Customer relationships	$	19,600	$	—	$	19,600
Brand	$	7,400	$	—	$	7,400
Non-competition agreements	$	—	$	—	$	—

Contingent Consideration	$	5,186	$	4,814	$	10,000

Working Capital	$	1,018	$	—	$	1,018

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


Aimtell, PushPros, and Aramis	Acquisition Date Fair Value		Fair Value Mark-to-Market changes		Fair Value as of March 31, 2022
Goodwill	$	9,761	$	—	$	9,761
Intangible Assets:
Technology	$	3,900	$	—	$	3,900
Customer relationships	$	7,690	$	—	$	7,690
Brand	$	208	$	—	$	208
Non-competition agreements	$	83	$	—	$	83

Contingent Consideration	$	2,147	$	(1,117)	$	1,030

Working Capital	$	944	$	—	$	944

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

Net assets and liabilities acquired from the AAP and Crisp Results acquisitions consist of the following (in thousands):


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

Schedule of Business Acquisitions, by Acquisition


	Three Months Ended March 31, 2021
		Aimtell, PushPros and Aramis		Crisp Results
Net revenue		$	4,301	$	—
Net loss from operations		$	(136)	$	—

Pro Forma Information

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


	Three Months Ended March 31, 2021
(In thousands):	DMS		Aimtell, PushPros and Aramis		Crisp Results		Pro Forma
Net revenue	$	96,803	$	2,465	$	8,284	$	107,552
Net (loss) income from operations	$	(212)	$	457	$	2,296	$	2,541

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
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 Quarterly Report, the “Company” refers to DMS Inc. and its consolidated subsidiaries, (including its wholly-owned subsidiary, CEP V DMS US Blocker Company, a Delaware corporation (“Blocker”)). The Company is headquartered in Clearwater, Florida. The Company primarily operates and derives most of its revenues in the United States. Basis of Presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the U.S. Security and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. All significant intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited consolidated financial statements; therefore, actual results could differ from those estimates. Interim results are not necessarily indicative of the results for a full year. Business Combination On July 15, 2020, Digital Media Solutions Holding (“DMSH”) consummated the Business Combination with Leo pursuant to the Business Combination Agreement (“Business Combination”). Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 58.6% of the membership interest in DMSH, while Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”) retained approximately 41.4% of the membership interest in DMSH (“non-controlling interests”). For additional information, see Note 2: “Business Combination” in the Notes to Consolidated Financial Statements in our 2021 Form 10-K. Non-controlling Interest The non-controlling interest represents the membership interest in DMSH held by holders other than the Company. As of March 31, 2022, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 41.4% and as of December 31, 2021 it was 41.6%. Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. 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. Significant Accounting Policies There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our 2021 Form 10-K. New Accounting Standards Accounting Standards Not Yet Adopted 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 adopt the standard using the optional transition method whereby we would apply the new lease requirements through a cumulative-effect adjustment on the effective date of adoption. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets, recognizing assets and related lease liabilities. 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 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 emerging growth companies for 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.

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2022

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 our consolidated balance sheet as of March 31, 2022 and 2021, 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 March 31, 2022, the Company has approximately 4.0 million Private Placement Warrants outstanding.

The significant assumptions were as follows:


	March 31, 2022
Private Placement Warrants Fair Value Per Share	$	0.53
Private Placement Warrant valuation inputs:
Stock price - DMS Inc. Class A Common Stock	$	3.64

Remaining contractual term in years	3.29
Estimated volatility	60.0		%
Dividend yield	0.0		%
Risk free interest rate	2.43		%

Contingent consideration payable related to acquisitions

The fair value of the contingent consideration payable for the AAP acquisitions (described in Note 6 Acquisitions) were determined using a Monte Carlo fair value analysis based on estimated performance and the probability of achieving certain targets. As certain inputs are not observable in the market, the contingent consideration is classified as a Level 3 instrument. Changes in fair value of contingent consideration are presented under Acquisition costs on the statement of operations.

The following table presents the contingent consideration assumptions.


	Aimtell / PushPros
CYE2021 Revenue - Actual	$	7,193,881
CYE2022 Revenue - 3 Months Actual	$	1,287,738
CYE2022 Revenue - 9 Months Expectations	$	10,041,919
CYE2023 Revenue - Expectations	$	14,636,891
CYE2022 Risk Adjusted Revenue - 9 Months	$	9,756,478
CYE2023 Risk Adjusted Revenue	$	13,301,545
Revenue Volatility	25		%
Iteration (actual)	100,000
Risk adjustment discount rate	8.25		%
Risk free / Credit risk	8.0		%
Days gap from period end to payment	90

	Aramis
CYE2022 Earnout Successful Probability	99.0		%
Iteration (actual)	100,000
Risk free / Credit risk	8.0		%
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):


	March 31, 2022
Category	Level 1		Level 2		Level 3		Total
Liabilities:
Private Placement Warrant liabilities	$	—	$	—	$	2,120	$	2,120
Contingent consideration - current (Crisp Results)	—		—		10,000		10,000
Contingent consideration -non-current (AAP)	—		—		1,030		1,030
Total	$	—	$	—	$	13,150	$	13,150

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


	Private Placement Warrants		Contingent Consideration
Balance, December 31, 2021	$	3,960	$	8,439
Additions	—		—
Changes in fair value	(1,840)		2,591
Settlements	—		—
Balance, March 31, 2022	$	2,120	$	11,030

- Definition

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

EARNINGS PER SHARE - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net loss	$ (5,357)	$ (212)
Net loss attributable to non-controlling interest	(2,223)	(93)
Net loss attributable to Digital Media Solutions, Inc. - basic and diluted	$ (3,134)	$ (119)
Denominator:
Weighted-average shares outstanding - diluted (in shares)	35,576,000	33,241,000
Net earnings (loss) per common share:
Basic (usd per share)	$ (0.09)	$ 0
Diluted (usd per share)	$ (0.09)	$ 0

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHAREBasic 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.

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:


	Three Months Ended March 31,
	2022		2021
Numerator:
Net loss	$	(5,357)	$	(212)

Net loss attributable to non-controlling interest	(2,223)		(93)
Net loss attributable to Digital Media Solutions, Inc. - basic and diluted	$	(3,134)	$	(119)




Denominator:





Weighted average shares - basic and diluted	35,576		33,241

Net earnings (loss) per common share:
Basic and diluted	$	(0.09)	$	—

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 three months ended March 31, 2022, the Company excluded 25.7 million shares of Class B Common Stock, 4 million private warrants, 10.0 million public warrants, 2.0 million shares of restrictive stock options (“Options”), 1.6 million shares of restrictive stock units (“RSU”), and the contingent and deferred considerations issued in connection with the AAP and Crisp Results acquisitions, as their effect would have been anti-dilutive. For the three months ended March 31, 2021, the Company excluded 0.2 million private warrants, 0.5 million public warrants, 0.1 million Options, 0.5 million RSU, and the contingent consideration issued in connection with the AAP acquisition, which could be settled in common stock of 1.2 million and convertible equity of 26.3 million as their effect would have been anti-dilutive.

For the three months ended March 31, 2022, the Company excluded contingent consideration issued in connection with AAP and Crisp Results acquisitions, which is payable in DMS common stock at the Company’s option, although the necessary conditions to pay such consideration have been satisfied by the end of the period, as their effect would have been anti-dilutive.

DEBT

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

DEBT

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


	March 31, 2022		December 31, 2021
Term loan	$	223,313	$	223,875




Less: Unamortized debt issuance costs (1)	(5,780)		(6,120)
Debt, net	217,533		217,755
Less: Current portion of long-term debt	(2,250)		(2,250)
Long-term debt	$	215,283	$	215,505

__________

(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) the 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 three months ended March 31, 2022, 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 is being amortized over the term of the loan using the effective interest method. As of March 31, 2022 the Term Loan debt discount and debt issuance cost classified as debt had a remaining unamortized balance of $3.5 million and $2.3 million, respectively. 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. At March 31, 2022 and December 31, 2021, the unamortized debt issuance cost of $0.7 million and $0.8 million, respectively, associated with the undrawn Revolving Facility is classified and amortized as “Other assets” within consolidated balance sheets.

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 “Loss on Debt Extinguishment” in the consolidated statement of operations.

Debt Maturity Schedule

The scheduled maturities of our total debt are estimated as follows at March 31, 2022:


(in thousands)
2022	$	1,688
2023	2,250
2024	2,250
2025	2,250
2026 and thereafter	214,875
Total debt	$	223,313

- Definition

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.

+ References

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-Name Accounting Standards Codification
-Topic 470
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+ Details

INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Income Tax Examination [Line Items]
Income tax expense	$ 310	$ 117
Effective tax rate	(6.10%)	(124.60%)
Amount required to be paid to sellers	85.00%
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
Current tax receivable agreement	$ 1,310		$ 1,310
DMSH
Income Tax Examination [Line Items]
Equity method investment, ownership percentage	58.60%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

FAIR VALUE MEASUREMENTS - Inputs and Valuations (Details)	Mar. 31, 2022 $ / shares yr
Private Placement Warrants Fair Value Per Share
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.53
Stock price - DMS Inc. Class A Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	3.64
Remaining contractual term in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs \| yr	3.29
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	0.0243

RESTRUCTURING COSTS (Tables)

3 Months Ended

Mar. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The change in liability for the restructuring costs reserve for the three months ended March 31, 2022 was as follows (in thousands):


	Three Months Ended March 31, 2022
Beginning balance	$	2,516
Valuation adjustments	(26)
Lease payments	(294)
Lease accretion	48
Ending balance	$	2,244
Current portion - Accrued expenses and other current liabilities	$	782
Long-term portion - Other non-current liabilities	$	1,462

Label	Element	Value
SmarterChaos [Member] \| Common Class A [Member] \| Common Stock [Member]
Stock Issued During Period, Shares, Conversion of Convertible Securities	us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities	154,000

REVENUE (Tables)

3 Months Ended

Mar. 31, 2022

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):


	Three Months Ended March 31, 2022
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	59,619	$	58,806	$	—	$	(13,260)	$	105,165
Managed services	1,609		—		1,510		—		3,119
Software services	—		—		826		—		826
Total Net revenue	$	61,228	$	58,806	$	2,336	$	(13,260)	$	109,110


	Three Months Ended March 31, 2021
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	52,901	$	49,101	$	—	$	(10,652)	$	91,350
Managed services	3,278		158		510		—		3,946
Software services	—		—		1,507		—		1,507
Total Net revenue	$	56,179	$	49,259	$	2,017	$	(10,652)	$	96,803

REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended
REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Net revenue	$ 109,110	$ 96,803
Cost of revenue (exclusive of depreciation and amortization shown separately below)	77,834	69,182
Gross profit	31,276	27,621
Salaries and related costs	13,705	10,269
General and administrative expenses	11,107	6,962
Depreciation and amortization	7,060	5,419
Acquisition costs	13	1,494
Change in fair value of contingent consideration liabilities	2,591	0
(Loss) income from operations	(3,200)	3,477
Intercompany eliminations
Segment Reporting Information [Line Items]
Net revenue	(13,260)	(10,652)
Cost of revenue (exclusive of depreciation and amortization shown separately below)	(13,260)	(8,894)
Brand Direct
Segment Reporting Information [Line Items]
Net revenue	61,228	56,179
Brand Direct \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	61,228	56,179
Cost of revenue (exclusive of depreciation and amortization shown separately below)	48,448	41,061
Gross profit	12,780	15,118
Marketplace
Segment Reporting Information [Line Items]
Net revenue	58,806	49,259
Marketplace \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	58,806	49,259
Cost of revenue (exclusive of depreciation and amortization shown separately below)	42,380	36,599
Gross profit	16,426	12,660
Technology Solutions
Segment Reporting Information [Line Items]
Net revenue	2,336	2,017
Technology Solutions \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	2,336	2,017
Cost of revenue (exclusive of depreciation and amortization shown separately below)	266	416
Gross profit	$ 2,070	$ 1,601

ACQUISITIONS - Pro Forma Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Business Acquisition [Line Items]
Net revenue	$ 107,552
Net (loss) income from operations	2,541
DMS
Business Acquisition [Line Items]
Net revenue	96,803
Net (loss) income from operations	(212)
Aimtell, PushPros and Aramis
Business Acquisition [Line Items]
Net revenue	2,465
Net (loss) income from operations	457
Crisp Results
Business Acquisition [Line Items]
Net revenue	8,284
Net (loss) income from operations	$ 2,296

EARNINGS PER SHARE - Additional Information (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class B Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	25.7
Private Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	4.0	0.2
Public Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	10.0	0.5
Stock Options
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	2.0	0.1
Restricted Stock Units (RSUs)
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	1.6	0.5
Common Stock Issuable
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)		1.2
Convertible Equity Issuable
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)		26.3

REPORTABLE SEGMENTS

3 Months Ended

Mar. 31, 2022

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):


	Three Months Ended March 31,
	2022		2021
Net revenue	$	109,110	$	96,803
Brand Direct	61,228		56,179
Marketplace	58,806		49,259
Technology Solutions	2,336		2,017
Intercompany eliminations	(13,260)		(10,652)
Cost of revenue	77,834		69,182
Brand Direct	48,448		41,061
Marketplace	42,380		36,599
Technology Solutions	266		416
Intercompany eliminations	(13,260)		(8,894)
Gross profit	$	31,276	$	27,621
Brand Direct	12,780		15,118
Marketplace	16,426		12,660
Technology Solutions	2,070		1,601
Salaries and related costs	13,705		10,269
General and administrative expenses	11,107		6,962
Depreciation and amortization	7,060		5,419
Acquisition costs	13		1,494
Contingent consideration changes in fair value of acquisition	2,591		—
Income from operations	$	(3,200)	$	3,477

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 32
-Subparagraph (f)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

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

+ Details

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

Total

Aimtell, PushPros and Aramis

SmarterChaos

Class A Common Stock

Class B Common Stock

Total Stockholders' Deficit

Aimtell, PushPros and Aramis

Common Stock

Class A Common Stock

Common Stock

Class A Common Stock

Aimtell, PushPros and Aramis

Common Stock

Class A Common Stock

SmarterChaos

Common Stock

Class B Common Stock

Additional Paid-in Capital

Aimtell, PushPros and Aramis

Retained Earnings

Non- controlling Interest

Aimtell, PushPros and Aramis

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

32,393

25,999

Beginning balance at Dec. 31, 2020

$ (95,685)

$ (51,167)

$ 3

$ (48,027)

$ (3,146)

$ (44,518)

Net income (loss)

(212)

(119)

(93)

Shares issued in connection with acquisition (in shares)

1,293

Shares issued in connection with acquisition

$ 15,000

$ 9,384

$ 5,616

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

Exercise of warrants to issue Class A common stock

Stock-based compensation

1,365

Other

(21)

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

33,687

25,999

Ending balance at Mar. 31, 2021

(79,536)

(40,520)

$ 3

(37,261)

(3,265)

(39,016)

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

36,226,000

25,699,000

Beginning balance at Dec. 31, 2021

(47,818)

(26,177)

$ 3

(25,239)

(944)

(21,641)

Net income (loss)

(5,357)

(3,134)

(2,223)

Stock issued during period, conversion of convertible securities (in shares)

^[1]

153,000

Stock issued during period, conversion of convertible securities

^[1]

$ 0

Stock-based compensation

1,942

Shares issued under the 2020 Omnibus Incentive Plan (in shares)

15,000

Shares issued under the 2020 Omnibus Incentive Plan

Distributions to non-controlling interest holders

^[2]

(573)

Impact of transactions affecting non-controlling interest

^[3]

(457)

457

Ending balance (in shares) at Mar. 31, 2022

36,394,000

25,699,000

36,394,000

25,699,000

Ending balance at Mar. 31, 2022

(51,806)

$ (27,826)

$ 3

$ (23,754)

$ (4,078)

$ (23,980)

Unpaid distributions

$ 10

[1]	On January 17, 2022, the Sellers of SmarterChaos redeemed their remaining non-controlling interest held through DMSH Units in exchange for 154 thousand 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.
[2]	Represents tax distributions to shareholders Prism, Clairvest and the Sellers of SmarterChaos. As of March 31, 2022, $10 thousand of these distributions have not been paid.
[3]	The carrying amount of non-controlling interest was adjusted primarily to reflect the change in ownership interest caused by additional DMSH units redeemed and issued to Class A Common Stock by the Sellers of SmarterChaos.

GOODWILL AND INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2022

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		Technology Solutions		Total
Balance, December 31, 2021	$	18,376	$	54,554	$	3,628	$	76,558
Miscellaneous changes	(55)		—		—		(55)
Balance, March 31, 2022	$	18,321	$	54,554	$	3,628	$	76,503

Schedule of Finite-Lived Intangible Assets

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


		March 31, 2022						December 31, 2021
	Amortization Period (Years)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Technology	3 to 5	$	51,846	$	(32,255)	$	19,591	$	51,946	$	(29,929)	$	22,017
Customer relationships	2 to 9	49,373		(15,135)		34,238		49,273		(13,076)		36,197
Brand	1 to 7	12,109		(4,996)		7,113		12,109		(4,575)		7,534
Non-competition agreements	3	1,898		(1,552)		346		1,898		(1,418)		480
Total		$	115,226	$	(53,938)	$	61,288	$	115,226	$	(48,998)	$	66,228

GOODWILL AND INTANGIBLE ASSETS - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross	$ 115,226	$ 115,226
Accumulated Amortization	(53,938)	(48,998)
Net	61,288	66,228
Technology
Finite-Lived Intangible Assets [Line Items]
Gross	51,846	51,946
Accumulated Amortization	(32,255)	(29,929)
Net	$ 19,591	22,017
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	$ 49,373	49,273
Accumulated Amortization	(15,135)	(13,076)
Net	$ 34,238	36,197
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	12,109
Accumulated Amortization	(4,996)	(4,575)
Net	$ 7,113	7,534
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	1,898
Accumulated Amortization	(1,552)	(1,418)
Net	$ 346	$ 480

ACQUISITIONS - Additional Information (Details) - USD ($) shares in Thousands, $ in Thousands			3 Months Ended		12 Months Ended
	Apr. 01, 2021	Feb. 01, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Payments to acquire business			$ 0	$ 4,454
Issuance of equity for Aimtell/PushPros/Aramis, and SmarterChaos			0	15,000
Change in fair value of contingent consideration liabilities			2,591	$ 0
Contingent consideration payable - non-current			1,030		$ 1,069
Technology
Business Acquisition [Line Items]
Expected useful life					4 years
Non-competition agreements
Business Acquisition [Line Items]
Expected useful life					3 years
Maximum \| Brand
Business Acquisition [Line Items]
Expected useful life					7 years
Maximum \| Customer relationships
Business Acquisition [Line Items]
Expected useful life					6 years
Crisp Results
Business Acquisition [Line Items]
Consideration transferred	$ 40,000
Payments to acquire business	$ 20,000
Equity issued to acquiree (in shares)	1,600
Issuance of equity for Aimtell/PushPros/Aramis, and SmarterChaos	$ 20,000
Contingent consideration	10,000
Deferred payment	$ 5,000
Deferred payment period	18 months
Contingent Consideration			10,000
Deferred acquisition consideration payable	$ 4,600		$ 4,900
Expected useful life			5 years 7 months 6 days
Crisp Results \| Scenario, Adjustment \| Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Contingent Consideration			$ 4,814
Change in fair value of contingent consideration liabilities			$ 2,600
Crisp Results \| Brand
Business Acquisition [Line Items]
Expected useful life			7 years
Crisp Results \| Customer relationships
Business Acquisition [Line Items]
Expected useful life			6 years
Crisp Results \| Maximum \| Brand
Business Acquisition [Line Items]
Expected useful life			7 years
Crisp Results \| Maximum \| Customer relationships
Business Acquisition [Line Items]
Expected useful life			6 years
Aimtell, PushPros and Aramis
Business Acquisition [Line Items]
Consideration transferred		$ 20,000
Payments to acquire business		$ 5,000
Equity issued to acquiree (in shares)		1,290
Issuance of equity for Aimtell/PushPros/Aramis, and SmarterChaos		$ 15,000
Contingent Consideration			$ 1,030
Earnout period		3 years
Change in fair value of contingent consideration liabilities			$ (1,100)
Expected useful life			4 years
Contingent consideration payable - non-current		$ 15,000
Aimtell, PushPros and Aramis \| Scenario, Adjustment \| Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Contingent Consideration			$ (1,117)
Aimtell, PushPros and Aramis \| Technology
Business Acquisition [Line Items]
Expected useful life			4 years
Aimtell, PushPros and Aramis \| Brand
Business Acquisition [Line Items]
Expected useful life			2 years 1 month 6 days
Aimtell, PushPros and Aramis \| Customer relationships
Business Acquisition [Line Items]
Expected useful life			4 years 1 month 6 days
Aimtell, PushPros and Aramis \| Non-competition agreements
Business Acquisition [Line Items]
Expected useful life			3 years

RESTRUCTURING COSTS - Additional Information (Details) $ in Millions	Mar. 31, 2022 ft² rental_location	Dec. 31, 2020 USD ($)
Restructuring and Related Activities [Abstract]
Decrease in cash for rent expense \| $		$ 1.9
Number of properties under lease termination agreement \| rental_location	4
Number of properties under lease termination agreement, rental area \| ft²	55,798

SUBSEQUENT EVENTS (Details) $ in Millions	May 10, 2022 USD ($)
Subsequent Event \| Traverse Data, Inc.
Subsequent Event [Line Items]
Consideration transferred	$ 3.0

ACQUISITIONS - Changes in Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Apr. 01, 2021	Feb. 01, 2021
Business Acquisition [Line Items]
Goodwill	$ 76,503	$ 76,558
Crisp Results
Business Acquisition [Line Items]
Goodwill	21,894
Contingent Consideration	10,000
Working Capital	1,018
Crisp Results \| Scenario, Adjustment \| 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	4,814
Working Capital	0
Crisp Results \| Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Crisp Results \| Technology \| Scenario, Adjustment \| 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
Crisp Results \| Customer relationships \| Scenario, Adjustment \| 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
Crisp Results \| Brand \| Scenario, Adjustment \| 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
Crisp Results \| Non-competition agreements \| Scenario, Adjustment \| 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	9,761
Contingent Consideration	1,030
Working Capital	944
Aimtell, PushPros and Aramis \| Scenario, Adjustment \| 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	(1,117)
Working Capital	0
Aimtell, PushPros and Aramis \| Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	3,900	3,900
Aimtell, PushPros and Aramis \| Technology \| Scenario, Adjustment \| 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	7,690
Aimtell, PushPros and Aramis \| Customer relationships \| Scenario, Adjustment \| 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	208
Aimtell, PushPros and Aramis \| Brand \| Scenario, Adjustment \| 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	$ 83
Aimtell, PushPros and Aramis \| Non-competition agreements \| Scenario, Adjustment \| 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

REVENUE

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

REVENUE

Disaggregation of Revenue

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


	Three Months Ended March 31, 2022
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	59,619	$	58,806	$	—	$	(13,260)	$	105,165
Managed services	1,609		—		1,510		—		3,119
Software services	—		—		826		—		826
Total Net revenue	$	61,228	$	58,806	$	2,336	$	(13,260)	$	109,110


	Three Months Ended March 31, 2021
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	52,901	$	49,101	$	—	$	(10,652)	$	91,350
Managed services	3,278		158		510		—		3,946
Software services	—		—		1,507		—		1,507
Total Net revenue	$	56,179	$	49,259	$	2,017	$	(10,652)	$	96,803

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 March 31, 2022 and December 31, 2021, the balance of deferred revenue was $1.8 million and $1.8 million, respectively, and recorded within “Accrued expenses and other current liabilities” on the unaudited consolidated balance sheets. We expect the majority of the deferred revenue balance at March 31, 2022 to be recognized as revenue during the following quarter. For the three months ended March 31, 2022, one customer accounted for approximately 18.1% of our total revenues. For the three months ended March 31, 2021, no customer accounted for more than 10% of our total revenues.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
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-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (5,357)	$ (212)
Adjustments to reconcile net income to net cash provided by operating activities
Provision for bad debt	532	410
Depreciation and amortization	7,060	5,419
Lease restructuring charges	(126)	(303)
Stock-based compensation, net of amounts capitalized	1,842	1,257
Amortization of debt issuance costs	453	233
Deferred income tax provision, net	(392)	(1,016)
Change in fair value of contingent consideration	2,591	382
Change in fair value of warrant liability	(1,840)	315
Change in income tax receivable and payable	732	1,133
Change in accounts receivable	(7,368)	(1,069)
Change in prepaid expenses and other current assets	1,150	367
Change in accounts payable and accrued expenses	(1,263)	(5,703)
Change in other liabilities	38	(24)
Net cash (used in) provided by operating activities	(1,948)	1,189
Cash flows from investing activities
Additions to property and equipment	(1,617)	(2,391)
Acquisition of businesses, net of cash acquired	0	(4,454)
Net cash used in investing activities	(1,617)	(6,845)
Cash flows from financing activities
Payments of long-term debt and notes payable	(563)	(1,865)
Proceeds from warrants exercised	0	11
Distributions to non-controlling interest holders	(563)	(21)
Net cash used in financing activities	(1,126)	(1,875)
Net change in cash	(4,691)	(7,531)
Cash, beginning of period	26,394	31,397
Cash, end of period	21,703	23,866
Supplemental Disclosure of Cash Flow Information
Interest	3,218	3,098
Contingent and deferred acquisition consideration	2,591	0
Stock-based compensation capitalized in property and equipment	100	0
Capital expenditures included in accounts payable	216	391
Issuance of equity for Aimtell/PushPros/Aramis, and SmarterChaos	$ 0	$ 15,000

DEBT - Debt Maturity Schedule (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2022	$ 1,688
2023	2,250
2024	2,250
2025	2,250
2026 and thereafter	214,875
Total debt	$ 223,313

REVENUE - Additional Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Contract with customer, liability	$ 1,800	$ 1,800
Customer1 \| Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk	18.10%

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Net revenue	$ 109,110	$ 96,803
Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	61,228	56,179
Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	58,806	49,259
Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	2,336	2,017
Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(13,260)	(10,652)
Customer acquisition
Disaggregation of Revenue [Line Items]
Net revenue	105,165	91,350
Customer acquisition \| Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	59,619	52,901
Customer acquisition \| Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	58,806	49,101
Customer acquisition \| Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Customer acquisition \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(13,260)	(10,652)
Managed services
Disaggregation of Revenue [Line Items]
Net revenue	3,119	3,946
Managed services \| Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	1,609	3,278
Managed services \| Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	0	158
Managed services \| Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	1,510	510
Managed services \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Software services
Disaggregation of Revenue [Line Items]
Net revenue	826	1,507
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 \| Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	826	1,507
Software services \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	$ 0	$ 0

- Definition

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

+ References

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+ Details