0001628280-22-022006 | 10-Q | XBRL Viewer | Digital Media Solutions INC

$ (51,806)

$ (47,818)

$ (79,536)

$ (47,818)

$ (95,685)

Exercise of warrants to issue Class A common stock

(11,887)

4,939

(17,244)

4,727

Stock-based compensation

2,174

1,394

4,116

2,759

Distributions to non-controlling interest holders

^[1]

(573)

Impact of transactions affecting non-controlling interest

^[2]

^[3]

^[4]

^[5]

(111)

^[6]

(132)

^[7]

Change In Percent Calculation

(61,519)

(51,806)

(52,907)

(61,519)

(52,907)

Unpaid distributions

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

Aimtell, PushPros and Aramis

$ (61,519)

(52,907)

(61,519)

(52,907)

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

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

15,000

Crisp Results

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

19,823

Prism Data

Stock issued during period, conversion of convertible securities

192

SmarterChaos

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

Stock issued during period, conversion of convertible securities

392

^[8]

$ 0

^[9]

392

^[10]

Class A Common Stock

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

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

36,564,000

Class B Common Stock

Total Stockholders' Deficit

25,699,000

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

$ (27,826)

(26,177)

(40,520)

$ (26,177)

(51,167)

Exercise of warrants to issue Class A common stock

(6,982)

2,528

(10,123)

2,354

Stock-based compensation

2,174

1,394

4,116

2,759

Impact of transactions affecting non-controlling interest

(733)

^[2]

(3,788)

^[3]

(1,183)

^[4]

(3,733)

^[5]

(84)

^[6]

(84)

^[7]

Total Stockholders' Deficit | Change In Percent Calculation

(33,367)

$ (27,826)

(28,373)

(33,367)

(28,373)

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

Total Stockholders' Deficit | Aimtell, PushPros and Aramis

$ (33,367)

(28,373)

$ (33,367)

(28,373)

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

Total Stockholders' Deficit | Crisp Results

9,384

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

Total Stockholders' Deficit | Prism Data

11,513

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

Stock issued during period, conversion of convertible securities

192

Total Stockholders' Deficit | SmarterChaos

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

Stock issued during period, conversion of convertible securities

$ 392

^[8]

$ 392

^[10]

Common Stock | Class A Common Stock

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

36,394,000

36,226,000

33,687,000

36,226,000

32,393,000

Directors and employee vested units issued (in shares)

$ 3

82,000

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

1,000

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

170,000

185,000

82,000

36,564,000

36,394,000

35,818,000

36,564,000

35,818,000

Common Stock | Class A Common Stock | Change In Percent Calculation

$ 3

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

36,564,000

35,818,000

36,564,000

35,818,000

Common Stock | Class A Common Stock | Aimtell, PushPros and Aramis

$ 3

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

Shares issued in connection with acquisition (in shares)

1,293,000

Common Stock | Class A Common Stock | Crisp Results

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

Shares issued in connection with acquisition (in shares)

1,595,000

Common Stock | Class A Common Stock | Prism Data

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

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

300,000

Common Stock | Class A Common Stock | SmarterChaos

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

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

154,000

^[8]

153,000

^[9]

154,000

^[10]

Common Stock | Class B Common Stock

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

25,699,000

25,999,000

25,699,000

25,999,000

$ 3

25,699,000

Common Stock | Class B Common Stock | Change In Percent Calculation

$ 3

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

25,699,000

Common Stock | Class B Common Stock | Prism Data

$ 3

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

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

300,000

Additional Paid-in Capital

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

Exercise of warrants to issue Class A common stock

(23,754)

(25,239)

$ (37,261)

(25,239)

$ (48,027)

Stock-based compensation

2,174

1,394

4,116

2,759

Impact of transactions affecting non-controlling interest

(733)

^[2]

(3,788)

^[3]

(1,183)

^[4]

(3,733)

^[5]

(84)

^[6]

(84)

^[7]

Additional Paid-in Capital | Change In Percent Calculation

(22,313)

(23,754)

(27,642)

(22,313)

(27,642)

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

Additional Paid-in Capital | Aimtell, PushPros and Aramis

(22,306)

(27,587)

(22,306)

(27,587)

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

Additional Paid-in Capital | Crisp Results

9,384

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

Additional Paid-in Capital | Prism Data

11,513

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

Stock issued during period, conversion of convertible securities

192

Additional Paid-in Capital | SmarterChaos

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

Stock issued during period, conversion of convertible securities

392

^[8]

392

^[10]

Retained Earnings

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

(4,078)

(944)

(3,265)

(944)

(3,146)

(6,982)

2,528

(10,123)

2,354

Retained Earnings | Change In Percent Calculation

(11,060)

(4,078)

(737)

(11,060)

(737)

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

Non- controlling Interest

(11,067)

(792)

(11,067)

(792)

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

(23,980)

(21,641)

(39,016)

(21,641)

(44,518)

Distributions to non-controlling interest holders

(4,905)

2,411

(7,121)

2,373

^[1]

(573)

Impact of transactions affecting non-controlling interest

733

^[2]

3,788

^[3]

1,183

^[4]

3,733

^[5]

(27)

^[6]

(48)

^[7]

Non- controlling Interest | Change In Percent Calculation

(28,152)

$ (23,980)

(24,534)

(28,152)

(24,534)

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

Non- controlling Interest | Aimtell, PushPros and Aramis

$ (28,152)

(24,534)

$ (28,152)

(24,534)

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

Non- controlling Interest | Crisp Results

5,616

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

Revenue from Contract with Customer [Abstract]

$ 8,310

[1]	Represents tax distributions to shareholders Prism, Clairvest and the Sellers of SmarterChaos. As of June 30, 2022, $10 thousand of these distributions have not been paid.
[2]	The carrying amount of non-controlling interest was adjusted to reflect the change in ownership interest caused by shares issued under the 2020 Omnibus Incentive Plan.
[3]	The carrying amount of non-controlling interest was adjusted to reflect the change in ownership interest caused by additional controlling shares contributed as a result of the Crisp acquisition and non-controlling redemptions by Prism and the sellers of SmarterChaos.
[4]	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 and shares issued under the 2020 Omnibus Incentive Plan.
[5]	The carrying amount of non-controlling interest was adjusted to reflect the change in ownership interest caused by additional controlling shares contributed as a result of the Crisp acquisition and non-controlling redemptions by Prism and the sellers of SmarterChaos.
[6]	Includes costs associated with the issuance of equity shares.
[7]	Includes costs associated with the issuance of equity shares.
[8]	On June 30, 2021, the sellers of SmarterChaos redeemed approximately one-half of their non-controlling interest held through DMSH Units in exchange for Class A Common Stock in DMS Inc. The non-controlling interest held by the sellers of SmarterChaos did not include related Class B Common Stock to be retired upon redemption.
[9]	On January 17, 2022, the Sellers of SmarterChaos redeemed their remaining non-controlling interest held through DMSH Units in exchange for 154,000 shares of Class A Common Stock in DMS, Inc. The non-controlling interest held by the Sellers of SmarterChaos did not include related Class B Common Stock to be retired upon redemption.
[10]	On June 30, 2021, the sellers of SmarterChaos redeemed approximately one-half of their non-controlling interest held through DMSH Units in exchange for Class A Common Stock in DMS Inc. The non-controlling interest held by the sellers of SmarterChaos did not include related Class B Common Stock to be retired upon redemption.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Cash flows from operating activities
Net (loss) income	$ (11,887)	$ 4,939	$ (17,244)	$ 4,727
Adjustments to reconcile net income to net cash provided by operating activities
Provision for bad debt			1,339	909
Depreciation and amortization	7,173	7,044	14,233	12,463
Lease restructuring charges			2	174
Loss on debt extinguishment	0	2,108	0	2,108	$ 2,100
Stock-based compensation, net of amounts capitalized			3,908	2,530
Amortization of debt issuance costs			938	528
Deferred income tax provision, net			(785)	364
Change in fair value of contingent consideration			2,536	560
Change in fair value of warrant liability	(1,640)	(7,750)	(3,480)	(7,435)
Change in income tax receivable and payable			631	(2,328)
Change in accounts receivable			4,026	(4,330)
Change in prepaid expenses and other current assets			2,585	222
Change in accounts payable and accrued expenses			(1,275)	(6,768)
Change in other liabilities			27	(190)
Net cash provided by operating activities			7,441	3,534
Cash flows from investing activities
Additions to property and equipment			(3,197)	(4,212)
Acquisition of businesses, net of cash acquired			(2,579)	(24,830)
Net cash used in investing activities			(5,776)	(29,042)
Cash flows from financing activities
Proceeds from issuance of long-term debt			0	220,840
Payments of long-term debt and notes payable			(1,126)	(199,851)
Proceeds from borrowings on revolving credit facilities			0	11,000
Payments of borrowings on revolving credit facilities			0	(15,000)
Payment of debt issuance costs			0	(3,565)
Payment of equity issuance			0	(322)
Payment of early termination			0	(188)
Proceeds from warrants exercised			0	11
Distributions to non-controlling interest holders			(563)	0
Other			0	15
Net cash (used in) provided by financing activities			(1,689)	12,940
Net change in cash			(24)	(12,568)
Cash, beginning of period			26,394	31,397	31,397
Cash, end of period	$ 26,370	$ 18,829	26,370	18,829	$ 26,394
Supplemental Disclosure of Cash Flow Information
Interest			6,524	6,308
Income taxes			0	3,837
Contingent and deferred acquisition consideration			2,964	14,890
Stock-based compensation capitalized in property and equipment			208	229
Capital expenditures included in accounts payable			269	1,144
Issuance of equity for Aimtell/Aramis//PushPros, and Crisp Results			$ 0	$ 35,000

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Allowance for credit loss	$ 5,860	$ 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)	36,564,000
Common stock outstanding (in shares)	36,564,000
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

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 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. Securities 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 Holdings Corp. (“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 58.7% 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 41.3% 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 June 30, 2022, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 41.3% 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 Note 1. Business, Basis of Presentation and Summary of Significant Accounting Policies 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. 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 ASC 326 Financial Instruments - Credit Losses, regarding the impairment model known as the current expected credit loss (“CECL”) model 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 CECL 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.

REVENUE

6 Months Ended

Jun. 30, 2022

REVENUE

Disaggregation of Revenue

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


	Three Months Ended June 30, 2022
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	43,124	$	54,092	$	—	$	(10,232)	$	86,984
Managed services	1,665		—		1,403		—		3,068
Software services	—		—		1,145		—		1,145
Total Net revenue	$	44,789	$	54,092	$	2,548	$	(10,232)	$	91,197


	Three Months Ended June 30, 2021
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	57,955	$	57,763	$	—	$	(14,476)	$	101,242
Managed services	1,921		—		1,109		—		3,030
Software services	—		—		807		—		807
Total Net revenue	$	59,876	$	57,763	$	1,916	$	(14,476)	$	105,079


	Six Months Ended June 30, 2022
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	102,743	$	112,898	$	—	$	(23,492)	$	192,149
Managed services	3,274		—		2,913		—		6,187
Software services	—		—		1,971		—		1,971
Total Net revenue	$	106,017	$	112,898	$	4,884	$	(23,492)	$	200,307


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

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 June 30, 2022 and December 31, 2021, the balance of deferred revenue was $1.3 million and $1.8 million, respectively, and is recorded within “Accrued expenses and other current liabilities” on the unaudited consolidated balance sheets. We expect the majority of the deferred revenue balance at June 30, 2022 to be recognized as revenue during the following quarter.

For the three and six months ended June 30, 2022, one customer accounted for approximately 24.7% and 21.0%, respectively, of our total revenues. For the three and six months ended June 30, 2021, no customer accounted for more than 10% of our total revenues.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 10
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

REPORTABLE SEGMENTS

6 Months Ended

Jun. 30, 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 June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net revenue	$	91,197	$	105,079	$	200,307	$	201,882
Brand Direct	44,789		59,876		106,017		116,055
Marketplace	54,092		57,763		112,898		107,022
Technology Solutions	2,548		1,916		4,884		3,932
Intercompany eliminations	(10,232)		(14,476)		(23,492)		(25,127)
Cost of revenue	67,784		71,359		145,624		140,541
Brand Direct	36,137		44,321		84,591		87,140
Marketplace	41,463		41,056		83,843		77,654
Technology Solutions	416		458		682		874
Intercompany eliminations	(10,232)		(14,476)		(23,492)		(25,127)
Gross profit	$	23,413	$	33,720	$	54,683	$	61,341
Brand Direct	8,652		15,555		21,426		28,915
Marketplace	12,629		16,707		29,055		29,368
Technology Solutions	2,132		1,458		4,202		3,058
Salaries and related costs	13,237		11,708		26,945		21,977
General and administrative expenses	12,444		10,552		23,544		17,514
Depreciation and amortization	7,173		7,044		14,233		12,463
Acquisition costs	279		466		292		1,960
Change in fair value of contingent consideration liabilities	(55)		—		2,536		—
Income from operations	$	(9,665)	$	3,950	$	(12,867)	$	7,427

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

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Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2022

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
Additions (Note 6)	—		—		444		444
Miscellaneous changes	(55)		—		—		(55)
Balance, June 30, 2022	$	18,321	$	54,554	$	4,072	$	76,947

The carrying amount of goodwill for all reporting units had no accumulated impairments as of June 30, 2022 and December 31, 2021.

Intangible assets, net

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


		June 30, 2022						December 31, 2021
	Amortization Period (Years)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Technology	3 to 5	$	54,346	$	(34,675)	$	19,671	$	51,946	$	(29,929)	$	22,017
Customer relationships	2 to 9	49,423		(17,181)		32,242		49,273		(13,076)		36,197
Brand	1 to 7	12,168		(5,408)		6,760		12,109		(4,575)		7,534
Non-competition agreements	3	1,901		(1,686)		215		1,898		(1,418)		480
Total		$	117,838	$	(58,950)	$	58,888	$	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 $5.0 million and $10.0 million for the three and six months ended June 30, 2022, respectively, and $5.8 million and $9.9 million for the three and six months ended June 30, 2021, respectively.

DEBT

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

DEBT

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


	June 30, 2022		December 31, 2021
Term loan	$	222,750	$	223,875




Less: Unamortized debt issuance costs (1)	(5,411)		(6,120)
Debt, net	217,339		217,755
Less: Current portion of long-term debt	(2,250)		(2,250)
Long-term debt	$	215,089	$	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, is 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 pays a 0.50% per annum commitment fee in arrears on the undrawn portion of the revolving commitments. For the three and six months ended June 30, 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 June 30, 2022 the Term Loan debt discount and debt issuance cost classified as debt had a remaining unamortized balance of $3.3 million and $2.1 million, respectively. As of December 31, 2021, the Term Loan debt discount and debt issuance cost included in the carrying value of the debt had a remaining unamortized balance of $3.7 million and $2.4 million, respectively. At June 30, 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 June 30, 2022 (in thousands):



2022	$	1,125
2023	2,250
2024	2,250
2025	2,250
2026 and thereafter	214,875
Total debt	$	222,750

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

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Restructuring and Related Activities [Abstract]

ACQUISITIONS

6 Months Ended

Jun. 30, 2022

Business Combinations [Abstract]

ACQUISITIONS

Traverse

On May 10, 2022, the Company acquired Traverse Data, Inc. (“Traverse”). Traverse is a marketing and advertising technology company. The Company paid cash consideration of $2.5 million upon closing of the transaction. The transaction also includes up to $0.5 million in contingent consideration, subject to the achievement of certain milestones, which can be paid in cash 15 months after the acquisition date.

As of May 10, 2022, the acquisition date, the preliminary fair value of the intangibles, contingent consideration liability and working capital accounts are as follows (in thousands):


Traverse	Acquisition Date Fair Value
Goodwill	$	444
Intangible Assets:
Technology	$	2,500
Customer relationships	$	50
Brand	$	59
Non-competition agreements	$	3

Contingent consideration liability	$	428

Working capital accounts	$	(49)

The Company primarily used Income Approach methodologies, 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 May 10, 2022. 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 technology, brand, customer relationships and non-competition agreements. Fair value of the technology was determined using the Multi Period Excess Earnings Approach; fair value of the customer relationships was determined using the Excess Earnings Method utilizing distributor inputs; fair value of the brand was determined using the Relief from Royalty Method; and fair value of the non-competition agreements was determined using the Discounted Cash Flow Approach.

The goodwill related to this transaction reflects the synergies expected from combining the operations of Traverse and is included in the Technology Solutions reportable segment. Goodwill is expected to be deductible for tax purposes. Intangible

assets primarily consist of technology, brand and customer relationships with an estimated useful life of five years for technology, three years for brand and five years for customer relationships.

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 included 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, and 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 made adjustment to the initial and subsequent fair value of the intangible assets, goodwill, contingent consideration and working capital. Since December 31, 2021, there were no measurement period adjustments identified and recorded. Accounting for the acquisition was completed on March 31, 2022.

As of April 1, 2021, the acquisition date, the fair value of the contingent consideration was $5.2 million. During the six months ended June 30, 2022, the fair value of the contingent consideration increased $2.6 million due to accretion to $10.0 million from December 31, 2021. As of April 1, 2022, the contingent consideration milestones were met, and the Company paid it on July 1, 2022 in the form of 2.99 million unregistered shares of Class A Common Stock, priced at $3.3455, the average closing price of the Class A common stock during the twenty trading-day period ended March 31, 2022.

As of April 1, 2021, the acquisition date, the fair value of the deferred consideration was $4.6 million. During the six months ended June 30, 2022, the present value of the deferred consideration increased slightly due to accretion to $4.9 million from December 31, 2021. Since December 31, 2021, there were no measurement period adjustments identified and recorded.

The Company primarily used Income Approach methodologies, 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 the 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, Aramis and PushPros

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 included 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.

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 date, we recorded adjustments during the year ended December 31, 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. Since December 31, 2021, there was a $0.1 million measurement period adjustment identified and recorded in Goodwill during the period ended March 31, 2022. There were no further measurement period adjustments identified and recorded since accounting for the acquisition was completed on March 31, 2022.

As of February 1, 2021, the acquisition date, the fair value of the contingent consideration earnout was $2.1 million. As of June 30, 2022, the contingent consideration earnout fair value total of $1.0 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 Income Approach methodologies, 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, customer relationships and non-competition agreements of the acquired business. Fair value of the Aimtell and PushPros technology was determined using the Multi Period Excess Earnings Method; fair value of the AAP non-compete agreements was determined using a Discounted Cash Flow Approach; fair value of the AAP brand was determined using a Relief from Royalty Method; fair value of the Aramis customer relationships was determined using the Multi Period Excess Earnings Method; and fair value of the 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.

The acquisition date fair value of assets acquired and liabilities assumed from the AAP, Crisp Results and Traverse acquisitions consist of the following (in thousands):


	Expected Useful Life	AAP		Crisp Results		Traverse
		2021		2021		2022
Cash		$	—	$	—	$	232
Goodwill		9,761		21,894		444
Technology	4 to 5	3,900		—		2,500
Customer relationships	4 to 6	7,690		19,600		50
Accounts receivable, net		3,100		2,610		276
Brand	1 to 7	208		7,400		59
Non-competitive agreements	1 to 3	83		—		3
Property and equipment	3 to 5	250		220		—
Accounts payable		(2,887)		(1,593)		(454)
Other assets acquired and liabilities assumed, net (1)		740		1		(103)
Net assets and liabilities acquired		$	22,845	$	50,132	$	3,007

(1) Other assets acquired and liabilities assumed, net includes prepaids and other current assets, partially offset by other current liabilities (e.g., Travel and expense payables, payroll liabilities, tax liabilities, and transition services payable).

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. The weighted average amortization period for Traverse acquisition technology is 5 years, customer relationships is 5 years, brand is 3 years and non-compete agreements is 1 year. In total, the weighted average amortization period for AAP is 4 years, Crisp Results is 5.6 years and Traverse is 5 years.

The following schedule represents the amounts of net revenue and net loss from operations related to Traverse, 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 the period of acquisition (in thousands):


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
	Traverse			Traverse
Net revenue	$	360		$	360
Net income from operations	$	70		$	70


	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
	AAP		Crisp Results			AAP		Crisp Results
Net revenue	$	5,774	$	6,967		$	10,075	$	6,967
Net loss from operations	$	(484)	$	(155)		$	(620)	$	(155)

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 (in thousands):


	Three Months Ended June 30, 2022
	DMS		Traverse		Pro Forma
Net revenue	$	91,197	$	277	$	91,474
Net (loss) income from operations	$	(9,665)	$	(434)	$	(10,099)


	Three Months Ended June 30, 2021
	DMS		AAP		Crisp Results		Traverse		Pro Forma
Net revenue	$	105,079	$	—	$	—	$	583	$	105,662
Net income (loss) from operations	$	3,950	$	—	$	—	$	(21)	$	3,929


	Six Months Ended June 30, 2022
	DMS		Traverse		Combined
Net revenue	$	200,307	$	999	$	201,306
Net loss from operations	$	(12,867)	$	(417)	$	(13,284)


	Six Months Ended June 30, 2021
	DMS		AAP		Crisp Results		Traverse		Pro Forma
Net revenue	$	201,882	$	2,465	$	8,284	$	1,253	$	213,884
Net income (loss) from operations	$	7,427	$	457	$	2,296	$	(67)	$	10,113

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.

RESTRUCTURING COSTS

6 Months Ended

Jun. 30, 2022

RESTRUCTURING COSTS

Restructuring costs include expenses associated with the Company’s effort to continually improve operational efficiency and reposition its assets to remain competitive on a national basis. The Company leases office space in various locations within 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 June 30, 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.

Valuation adjustments related to the reserve and lease accretion are recorded in General and administrative expenses in the consolidated statements of operations. The change in liability for the restructuring costs reserve for the three and six months ended June 30, 2022 and 2021, respectively, was as follows (in thousands):


	Three Months Ended June 30, 2022		Three Months Ended June 30, 2021
Beginning balance	$	2,244	$	2,966
Valuation adjustments	496		432
Lease payments	(290)		(487)
Lease accretion	48		46
Ending balance	$	2,498	$	2,957
Current portion - Accrued expenses and other current liabilities	$	908	$	1,200
Long-term portion - Other non-current liabilities	$	1,590	$	1,757


	Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Beginning balance	$	2,516	$	3,653
Valuation adjustments	470		81
Lease payments	(584)		(870)
Lease accretion	96		93
Ending balance	$	2,498	$	2,957
Current portion - Accrued expenses and other current liabilities	$	908	$	1,200
Long-term portion - Other non-current liabilities	$	1,590	$	1,757

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 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 June 30, 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 June 30, 2022, the Company has approximately 4.0 million Private Placement Warrants outstanding.

The significant assumptions were as follows:


	June 30, 2022
Private Placement Warrants Fair Value Per Share	$	0.12
Private Placement Warrant valuation inputs:
Stock price - DMS Inc. Class A Common Stock	$	1.11

Remaining contractual term in years	3.04
Estimated volatility	85.0		%
Dividend yield	0.0		%
Risk free interest rate	2.97		%

Contingent consideration payable related to acquisitions

The fair value of the contingent considerations payable for the AAP and Traverse acquisitions (described in Note 6. Acquisitions) were determined using a Monte Carlo fair value analysis and a scenario-based methodology, respectively, 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 contingent consideration payable for the Crisp acquisition was finalized on April 1, 2022, the end of the earnout period. As the full target was met, the payment was made on July 1, 2022 in the form of Class A Common Stock. (See Note 6. Acquisitions).

The following table presents the contingent consideration assumptions.


	Aimtell / PushPros
CYE2021 Revenue - Actual	$	7,193,881
CYE2022 Revenue - 6 Months Actual	$	2,724,201
CYE2022 Revenue - 6 Months Expectations	$	8,908,838
CYE2023 Revenue - Expectations	$	14,636,891
CYE2022 Risk Adjusted Revenue - 6 Months	$	8,715,176
CYE2023 Risk Adjusted Revenue	$	13,413,226
Revenue Volatility	25		%
Iteration (actual)	100,000
Risk adjustment discount rate	9.50		%
Risk free / Credit risk	12.0		%
Days gap from period end to payment	90

	Aramis
CYE2022 Earnout Successful Probability	99.0		%
Iteration (actual)	100,000
Risk free / Credit risk	12.0		%
Days gap from period end to payment	90

	Traverse
CYE2023 Earnout Successful Probability	95.0		%

Risk free / Credit risk	10.0		%
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):


		June 30, 2022
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Liabilities:
Private Placement Warrant liabilities	Total liabilities	$	—	$	—	$	480	$	480
Contingent consideration - Crisp Results	Contingent consideration payable - current	—		—		10,000		10,000
Contingent consideration - Aramis	Contingent consideration payable - current	—		—		909		909
Contingent consideration - Traverse	Contingent consideration payable - non-current	—		—		428		428
Contingent consideration - Aimtell/PushPro	Contingent consideration payable - non-current	—		—		66		66
Total		$	—	$	—	$	11,883	$	11,883

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


	Private Placement Warrants		Contingent Consideration
Balance, April 1, 2022	$	2,120	$	11,030
Additions	—		428
Changes in fair value	(1,640)		(55)
Settlements	—		—
Balance, June 30, 2022	$	480	11,403


	Private Placement Warrants		Contingent Consideration
Balance, December 31, 2021	$	3,960	$	8,439
Additions	—		428
Changes in fair value	(3,480)		2,536
Settlements	—		—
Balance, June 30, 2022	$	480	$	11,403

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.

EMPLOYEE AND DIRECTOR INCENTIVE PLANS	6 Months Ended
EMPLOYEE AND DIRECTOR INCENTIVE PLANS	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
EMPLOYEE AND DIRECTOR INCENTIVE PLANS	EMPLOYEE AND DIRECTOR INCENTIVE PLANS 2020 Omnibus Incentive Plan On July 15, 2020, Leo’s shareholders approved the 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan allows for the issuance of stock options, stock appreciation rights, stock awards (including restricted stock awards (“RSAs”) and Restricted Stock Units (“RSUs”)) and other stock-based awards. Directors, officers and employees, as well as others performing independent consulting or advisory services for the Company or its affiliates, are eligible for grants under the 2020 Plan. The aggregate number of shares reserved under the 2020 Plan is approximately 11.6 million. The 2020 Plan terminates on June 24, 2030. The related costs were approximately $3.9 million and $2.8 million for the six months ended June 30, 2022 and 2021, respectively, and are included in “Salaries and related costs” within the Consolidated Statement of Operations. Restricted Stock Units On April 12, 2022, the Board voted to award 762,000 RSUs consisting of 381,406 performance-based vesting RSUs (“PRSUs”) and 381,406 time-based vesting RSUs (“TRSUs”) to directors under the 2020 Plan. The TRSU and PRSUs vest one-fourth each year based on four years of continuous service starting with January 1, 2022 through January 1, 2026. Vesting of the PRSUs are also subject to certain performance metrics of the Company, which the Company evaluates on a quarterly basis. The fair value of stock-based compensation is based on the closing trading price of the Company’s stock on the grant date. For PRSUs, fair value was also determined based on the assessed likelihood of meeting the performance metrics for each tranche of the awards as of the grant date. The TRSU’s related stock-based compensation expense is recognized on a straight-line basis over the vesting period. The PRSU awards’ expense is recognized on an accelerated basis over the vesting period.

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 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 58.7% 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 $0.05 million and $0.36 million for the three and six months ended June 30, 2022, respectively. The blended effective tax rate for the three and six months ended June 30, 2022 was 0.4% and 2.1%, respectively, 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$1.0 million and $1.1 million income tax expense for the three and six months ended June 30, 2021, respectively. The blended effective tax rate for the three and six months ended June 30, 2021 was 17.3% and 19.5%, respectively, 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 June 30, 2022 and 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. At June 30, 2022, the remaining current portion of Tax Receivable Agreement liability of $1.3 million is attributable to carryback claims. We will continue to evaluate the positive and negative evidence in determining the realizability of the Company’s DTAs.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Revenue from Contract with Customer [Abstract]

EARNINGS PER SHARE

6 Months Ended

Jun. 30, 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 June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Numerator:
Net (loss) income	$	(11,887)	$	4,939	$	(17,244)	$	4,727

Net (loss) income attributable to non-controlling interest	(4,905)		$	2,411	(7,121)		2,373
Net (loss) income attributable to Digital Media Solutions, Inc. - basic	$	(6,982)	$	2,528	$	(10,123)	$	2,354

Add: Income effects of Class B convertible common stock	$	(4,903)	$	—	$	(7,116)	$	—
Less: dilutive effect of change in fair value of warrant liabilities attributable to Digital Media Solutions, Inc.	—		—		—		4,321
Net (loss) income attributable to Digital Media Solutions, Inc. - diluted	$	(11,885)	$	2,528	$	(17,239)	$	(1,967)

Denominator:
Weighted average shares - basic	39,553		35,377		$	37,969	$	34,315
Add: dilutive effects of Class B convertible common stock	25,699		—		$	25,713	$	—
Add: dilutive effects of employee equity awards	—		628		—		—
Add: dilutive effects of private placement warrants	—		—		—		10

Add: dilutive effects of deferred consideration	—		517		—		—
Weighted average shares - diluted	65,252		36,522		63,682		34,325

Net earnings (loss) per common share:
Basic	$	(0.18)	$	0.07	$	(0.27)	$	0.07
Diluted	$	(0.18)	$	0.07	$	(0.27)	$	(0.06)

Shares of the Company’s Class B convertible 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 convertible common stock under the two-class method has not been presented.

For the three and six months ended June 30, 2022, the Company included 2.99 million shares of Class A Common Stock issued to the sellers of Crisp Results on July 1, 2022 (see Note 6. Acquisitions) in the Company’s basic and diluted EPS calculations, as all necessary conditions were satisfied during the quarter ended June 30, 2022.

For the three and six months ended June 30, 2022, the Company excluded 4.0 million private warrants, 10.0 million public warrants, 1.9 million stock options, 1.7 million RSUs and 0.4 million PRSUs, respectively, as their effect would have been anti-dilutive. For the three and six months ended June 30, 2022, the Company excluded the contingent consideration issued in connection with the AAP acquisition and the deferred consideration issued in connection with the Crisp acquisition, respectively, which are payable in DMS common stock at the Company’s option, as their effect would have been anti-dilutive.

For the three months ended June 30, 2021, the Company excluded 4.0 million private warrants, 10.0 million public warrants, 0.1 million employee equity awards and 25.9 million Class B convertible common stock, as the effect was anti-dilutive. For the six months ended June 30, 2021, the Company excluded 10.0 million public warrants, 25.9 million Class B convertible common stock and 1.6 million employee equity awards as the effect was anti-dilutive.

For the three and six months ended June 30, 2021, the Company excluded contingent consideration issued in connection with AAP and Crisp acquisitions, which is payable in DMS common stock at the Company’s option, as the necessary conditions to pay such consideration had not been satisfied by the end of the period. For the three and six months ended June 30, 2021, the

Company excluded deferred consideration issued in connection with Crisp acquisition, which is payable in DMS common stock at the Company’s option, as the effect was anti-dilutive.

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 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. Securities 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 Holdings Corp. (“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 58.7% 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 41.3% 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 June 30, 2022, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 41.3% 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. 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 ASC 326 Financial Instruments - Credit Losses, regarding the impairment model known as the current expected credit loss (“CECL”) model 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 CECL 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.

REVENUE (Tables)

6 Months Ended

Jun. 30, 2022

Disaggregation of Revenue

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


	Three Months Ended June 30, 2022
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	43,124	$	54,092	$	—	$	(10,232)	$	86,984
Managed services	1,665		—		1,403		—		3,068
Software services	—		—		1,145		—		1,145
Total Net revenue	$	44,789	$	54,092	$	2,548	$	(10,232)	$	91,197


	Three Months Ended June 30, 2021
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	57,955	$	57,763	$	—	$	(14,476)	$	101,242
Managed services	1,921		—		1,109		—		3,030
Software services	—		—		807		—		807
Total Net revenue	$	59,876	$	57,763	$	1,916	$	(14,476)	$	105,079


	Six Months Ended June 30, 2022
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	102,743	$	112,898	$	—	$	(23,492)	$	192,149
Managed services	3,274		—		2,913		—		6,187
Software services	—		—		1,971		—		1,971
Total Net revenue	$	106,017	$	112,898	$	4,884	$	(23,492)	$	200,307


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

REPORTABLE SEGMENTS (Tables)

6 Months Ended

Jun. 30, 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 June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net revenue	$	91,197	$	105,079	$	200,307	$	201,882
Brand Direct	44,789		59,876		106,017		116,055
Marketplace	54,092		57,763		112,898		107,022
Technology Solutions	2,548		1,916		4,884		3,932
Intercompany eliminations	(10,232)		(14,476)		(23,492)		(25,127)
Cost of revenue	67,784		71,359		145,624		140,541
Brand Direct	36,137		44,321		84,591		87,140
Marketplace	41,463		41,056		83,843		77,654
Technology Solutions	416		458		682		874
Intercompany eliminations	(10,232)		(14,476)		(23,492)		(25,127)
Gross profit	$	23,413	$	33,720	$	54,683	$	61,341
Brand Direct	8,652		15,555		21,426		28,915
Marketplace	12,629		16,707		29,055		29,368
Technology Solutions	2,132		1,458		4,202		3,058
Salaries and related costs	13,237		11,708		26,945		21,977
General and administrative expenses	12,444		10,552		23,544		17,514
Depreciation and amortization	7,173		7,044		14,233		12,463
Acquisition costs	279		466		292		1,960
Change in fair value of contingent consideration liabilities	(55)		—		2,536		—
Income from operations	$	(9,665)	$	3,950	$	(12,867)	$	7,427

GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 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
Additions (Note 6)	—		—		444		444
Miscellaneous changes	(55)		—		—		(55)
Balance, June 30, 2022	$	18,321	$	54,554	$	4,072	$	76,947

Schedule of Finite-Lived Intangible Assets

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


		June 30, 2022						December 31, 2021
	Amortization Period (Years)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Technology	3 to 5	$	54,346	$	(34,675)	$	19,671	$	51,946	$	(29,929)	$	22,017
Customer relationships	2 to 9	49,423		(17,181)		32,242		49,273		(13,076)		36,197
Brand	1 to 7	12,168		(5,408)		6,760		12,109		(4,575)		7,534
Non-competition agreements	3	1,901		(1,686)		215		1,898		(1,418)		480
Total		$	117,838	$	(58,950)	$	58,888	$	115,226	$	(48,998)	$	66,228

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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Schedule of Long-term Debt Instruments

DEBT (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

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


	June 30, 2022		December 31, 2021
Term loan	$	222,750	$	223,875




Less: Unamortized debt issuance costs (1)	(5,411)		(6,120)
Debt, net	217,339		217,755
Less: Current portion of long-term debt	(2,250)		(2,250)
Long-term debt	$	215,089	$	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 June 30, 2022 (in thousands):



2022	$	1,125
2023	2,250
2024	2,250
2025	2,250
2026 and thereafter	214,875
Total debt	$	222,750

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

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

ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2022

Business Combinations [Abstract]

As of May 10, 2022, the acquisition date, the preliminary fair value of the intangibles, contingent consideration liability and working capital accounts are as follows (in thousands):


Traverse	Acquisition Date Fair Value
Goodwill	$	444
Intangible Assets:
Technology	$	2,500
Customer relationships	$	50
Brand	$	59
Non-competition agreements	$	3

Contingent consideration liability	$	428

Working capital accounts	$	(49)

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The acquisition date fair value of assets acquired and liabilities assumed from the AAP, Crisp Results and Traverse acquisitions consist of the following (in thousands):


	Expected Useful Life	AAP		Crisp Results		Traverse
		2021		2021		2022
Cash		$	—	$	—	$	232
Goodwill		9,761		21,894		444
Technology	4 to 5	3,900		—		2,500
Customer relationships	4 to 6	7,690		19,600		50
Accounts receivable, net		3,100		2,610		276
Brand	1 to 7	208		7,400		59
Non-competitive agreements	1 to 3	83		—		3
Property and equipment	3 to 5	250		220		—
Accounts payable		(2,887)		(1,593)		(454)
Other assets acquired and liabilities assumed, net (1)		740		1		(103)
Net assets and liabilities acquired		$	22,845	$	50,132	$	3,007

Schedule of Business Acquisitions, by Acquisition


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
	Traverse			Traverse
Net revenue	$	360		$	360
Net income from operations	$	70		$	70


	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
	AAP		Crisp Results			AAP		Crisp Results
Net revenue	$	5,774	$	6,967		$	10,075	$	6,967
Net loss from operations	$	(484)	$	(155)		$	(620)	$	(155)

Pro Forma Information

(in thousands):


	Three Months Ended June 30, 2022
	DMS		Traverse		Pro Forma
Net revenue	$	91,197	$	277	$	91,474
Net (loss) income from operations	$	(9,665)	$	(434)	$	(10,099)


	Three Months Ended June 30, 2021
	DMS		AAP		Crisp Results		Traverse		Pro Forma
Net revenue	$	105,079	$	—	$	—	$	583	$	105,662
Net income (loss) from operations	$	3,950	$	—	$	—	$	(21)	$	3,929


	Six Months Ended June 30, 2022
	DMS		Traverse		Combined
Net revenue	$	200,307	$	999	$	201,306
Net loss from operations	$	(12,867)	$	(417)	$	(13,284)


	Six Months Ended June 30, 2021
	DMS		AAP		Crisp Results		Traverse		Pro Forma
Net revenue	$	201,882	$	2,465	$	8,284	$	1,253	$	213,884
Net income (loss) from operations	$	7,427	$	457	$	2,296	$	(67)	$	10,113

RESTRUCTURING COSTS (Tables)

6 Months Ended

Jun. 30, 2022

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The change in liability for the restructuring costs reserve for the three and six months ended June 30, 2022 and 2021, respectively, was as follows (in thousands):


	Three Months Ended June 30, 2022		Three Months Ended June 30, 2021
Beginning balance	$	2,244	$	2,966
Valuation adjustments	496		432
Lease payments	(290)		(487)
Lease accretion	48		46
Ending balance	$	2,498	$	2,957
Current portion - Accrued expenses and other current liabilities	$	908	$	1,200
Long-term portion - Other non-current liabilities	$	1,590	$	1,757


	Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Beginning balance	$	2,516	$	3,653
Valuation adjustments	470		81
Lease payments	(584)		(870)
Lease accretion	96		93
Ending balance	$	2,498	$	2,957
Current portion - Accrued expenses and other current liabilities	$	908	$	1,200
Long-term portion - Other non-current liabilities	$	1,590	$	1,757

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement Inputs and Valuation Techniques

The significant assumptions were as follows:


	June 30, 2022
Private Placement Warrants Fair Value Per Share	$	0.12
Private Placement Warrant valuation inputs:
Stock price - DMS Inc. Class A Common Stock	$	1.11

Remaining contractual term in years	3.04
Estimated volatility	85.0		%
Dividend yield	0.0		%
Risk free interest rate	2.97		%

The following table presents the contingent consideration assumptions.


	Aimtell / PushPros
CYE2021 Revenue - Actual	$	7,193,881
CYE2022 Revenue - 6 Months Actual	$	2,724,201
CYE2022 Revenue - 6 Months Expectations	$	8,908,838
CYE2023 Revenue - Expectations	$	14,636,891
CYE2022 Risk Adjusted Revenue - 6 Months	$	8,715,176
CYE2023 Risk Adjusted Revenue	$	13,413,226
Revenue Volatility	25		%
Iteration (actual)	100,000
Risk adjustment discount rate	9.50		%
Risk free / Credit risk	12.0		%
Days gap from period end to payment	90

	Aramis
CYE2022 Earnout Successful Probability	99.0		%
Iteration (actual)	100,000
Risk free / Credit risk	12.0		%
Days gap from period end to payment	90

	Traverse
CYE2023 Earnout Successful Probability	95.0		%

Risk free / Credit risk	10.0		%
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):


		June 30, 2022
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Liabilities:
Private Placement Warrant liabilities	Total liabilities	$	—	$	—	$	480	$	480
Contingent consideration - Crisp Results	Contingent consideration payable - current	—		—		10,000		10,000
Contingent consideration - Aramis	Contingent consideration payable - current	—		—		909		909
Contingent consideration - Traverse	Contingent consideration payable - non-current	—		—		428		428
Contingent consideration - Aimtell/PushPro	Contingent consideration payable - non-current	—		—		66		66
Total		$	—	$	—	$	11,883	$	11,883

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, April 1, 2022	$	2,120	$	11,030
Additions	—		428
Changes in fair value	(1,640)		(55)
Settlements	—		—
Balance, June 30, 2022	$	480	11,403


	Private Placement Warrants		Contingent Consideration
Balance, December 31, 2021	$	3,960	$	8,439
Additions	—		428
Changes in fair value	(3,480)		2,536
Settlements	—		—
Balance, June 30, 2022	$	480	$	11,403

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.

Schedule of Earnings Per Share, Basic and Diluted

EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

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 June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Numerator:
Net (loss) income	$	(11,887)	$	4,939	$	(17,244)	$	4,727

Net (loss) income attributable to non-controlling interest	(4,905)		$	2,411	(7,121)		2,373
Net (loss) income attributable to Digital Media Solutions, Inc. - basic	$	(6,982)	$	2,528	$	(10,123)	$	2,354

Add: Income effects of Class B convertible common stock	$	(4,903)	$	—	$	(7,116)	$	—
Less: dilutive effect of change in fair value of warrant liabilities attributable to Digital Media Solutions, Inc.	—		—		—		4,321
Net (loss) income attributable to Digital Media Solutions, Inc. - diluted	$	(11,885)	$	2,528	$	(17,239)	$	(1,967)

Denominator:
Weighted average shares - basic	39,553		35,377		$	37,969	$	34,315
Add: dilutive effects of Class B convertible common stock	25,699		—		$	25,713	$	—
Add: dilutive effects of employee equity awards	—		628		—		—
Add: dilutive effects of private placement warrants	—		—		—		10

Add: dilutive effects of deferred consideration	—		517		—		—
Weighted average shares - diluted	65,252		36,522		63,682		34,325

Net earnings (loss) per common share:
Basic	$	(0.18)	$	0.07	$	(0.27)	$	0.07
Diluted	$	(0.18)	$	0.07	$	(0.27)	$	(0.06)

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - DMSH	Jun. 30, 2022	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Equity method investment, ownership percentage	58.70%
Sellers
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners	41.30%	41.60%

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Net revenue	$ 91,197	$ 105,079	$ 200,307	$ 201,882
Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	44,789	59,876	106,017	116,055
Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	54,092	57,763	112,898	107,022
Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	2,548	1,916	4,884	3,932
Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(10,232)	(14,476)	(23,492)	(25,127)
Customer acquisition
Disaggregation of Revenue [Line Items]
Net revenue	86,984	101,242	192,149	192,904
Customer acquisition \| Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	43,124	57,955	102,743	111,009
Customer acquisition \| Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	54,092	57,763	112,898	107,022
Customer acquisition \| Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Customer acquisition \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(10,232)	(14,476)	(23,492)	(25,127)
Managed services
Disaggregation of Revenue [Line Items]
Net revenue	3,068	3,030	6,187	7,371
Managed services \| Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	1,665	1,921	3,274	5,046
Managed services \| Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Managed services \| Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	1,403	1,109	2,913	2,325
Managed services \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Software services
Disaggregation of Revenue [Line Items]
Net revenue	1,145	807	1,971	1,607
Software services \| Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Software services \| Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Software services \| Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	1,145	807	1,971	1,607
Software services \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	$ 0	$ 0	$ 0	$ 0

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

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REVENUE - Additional Liabilities (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Contract with customer, liability	$ 1.3	$ 1.3	$ 1.8
Customer1 \| Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk	24.70%	21.00%

REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Segment Reporting Information [Line Items]
Net revenue	$ 91,197	$ 105,079	$ 200,307	$ 201,882
Cost of revenue (exclusive of depreciation and amortization shown separately below)	67,784	71,359	145,624	140,541
Gross profit	23,413	33,720	54,683	61,341
Salaries and related costs	13,237	11,708	26,945	21,977
General and administrative expenses	12,444	10,552	23,544	17,514
Depreciation and amortization	7,173	7,044	14,233	12,463
Acquisition costs	279	466	292	1,960
Change in fair value of contingent consideration liabilities	(55)	0	2,536	0
(Loss) income from operations	(9,665)	3,950	(12,867)	7,427
Intercompany eliminations
Segment Reporting Information [Line Items]
Net revenue	(10,232)	(14,476)	(23,492)	(25,127)
Cost of revenue (exclusive of depreciation and amortization shown separately below)	(10,232)	(14,476)	(23,492)	(25,127)
Brand Direct
Segment Reporting Information [Line Items]
Net revenue	44,789	59,876	106,017	116,055
Brand Direct \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	44,789	59,876	106,017	116,055
Cost of revenue (exclusive of depreciation and amortization shown separately below)	36,137	44,321	84,591	87,140
Gross profit	8,652	15,555	21,426	28,915
Marketplace
Segment Reporting Information [Line Items]
Net revenue	54,092	57,763	112,898	107,022
Marketplace \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	54,092	57,763	112,898	107,022
Cost of revenue (exclusive of depreciation and amortization shown separately below)	41,463	41,056	83,843	77,654
Gross profit	12,629	16,707	29,055	29,368
Technology Solutions
Segment Reporting Information [Line Items]
Net revenue	2,548	1,916	4,884	3,932
Technology Solutions \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	2,548	1,916	4,884	3,932
Cost of revenue (exclusive of depreciation and amortization shown separately below)	416	458	682	874
Gross profit	$ 2,132	$ 1,458	$ 4,202	$ 3,058

GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 76,558
Additions (Note 6)	444
Miscellaneous changes	(55)
Goodwill, ending balance	76,947
Brand Direct \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	18,376
Additions (Note 6)	0
Miscellaneous changes	(55)
Goodwill, ending balance	18,321
Marketplace \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	54,554
Additions (Note 6)	0
Miscellaneous changes	0
Goodwill, ending balance	54,554
Technology Solutions \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	3,628
Additions (Note 6)	444
Miscellaneous changes	0
Goodwill, ending balance	$ 4,072

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Accumulated impairments	$ 0		$ 0		$ 0
Amortization of intangible assets	$ 5,000,000	$ 5,800,000	$ 10,000,000	$ 9,900,000

GOODWILL AND INTANGIBLE ASSETS - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross	$ 117,838	$ 115,226
Accumulated Amortization	(58,950)	(48,998)
Net	58,888	66,228
Technology
Finite-Lived Intangible Assets [Line Items]
Gross	54,346	51,946
Accumulated Amortization	(34,675)	(29,929)
Net	$ 19,671	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	$ 49,423	49,273
Accumulated Amortization	(17,181)	(13,076)
Net	$ 32,242	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	$ 12,168	12,109
Accumulated Amortization	(5,408)	(4,575)
Net	$ 6,760	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	$ 1,901	1,898
Accumulated Amortization	(1,686)	(1,418)
Net	$ 215	$ 480

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 222,750
Unamortized debt issuance costs	(5,411)	$ (6,120)
Debt, net	217,339	217,755
Less: Current portion of long-term debt	(2,250)	(2,250)
Long-term debt	215,089	215,505
Term loan
Debt Instrument [Line Items]
Total debt	$ 222,750	$ 223,875

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

DEBT - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended		12 Months Ended
	May 25, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Unamortized debt issuance costs		$ 5,411		$ 5,411		$ 6,120
Loss on debt extinguishment		0	$ 2,108	0	$ 2,108	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	3,300		3,300		3,700
Debt issuance costs, before amortization	3,500
Unamortized debt issuance costs		$ 2,100		$ 2,100		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%		6.29%
Unamortized debt issuance costs		$ 700		$ 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%		1.75%
Monroe Facility \| Line of Credit \| Revolving credit facility
Debt Instrument [Line Items]
Senior secured revolving credit facility		$ 15,000		$ 15,000
Aggregate principal amount extinguished				$ 210,000

DEBT - Debt Maturity Schedule (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Debt Disclosure [Abstract]
2022	$ 1,125
2023	2,250
2024	2,250
2025	2,250
2026 and thereafter	214,875
Total debt	$ 222,750

ACQUISITIONS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands						3 Months Ended			6 Months Ended
	Jul. 01, 2022	May 10, 2022	Apr. 01, 2022	Apr. 01, 2021	Feb. 01, 2021	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Payments to acquire business									$ 2,579	$ 24,830
Issuance of equity for Aimtell/Aramis//PushPros, and Crisp Results									0	35,000
Change in fair value of contingent consideration liabilities						$ (55)		$ 0	2,536	$ 0
Contingent consideration payable - non-current						494			$ 494		$ 1,069
Maximum \| Brand
Business Acquisition [Line Items]
Expected useful life									7 years
Maximum \| Customer relationships
Business Acquisition [Line Items]
Expected useful life									6 years
Maximum \| Technology
Business Acquisition [Line Items]
Expected useful life									5 years
Traverse
Business Acquisition [Line Items]
Consideration transferred		$ 2,500
Contingent consideration liability		428
Expected useful life									5 years
Traverse \| Brand
Business Acquisition [Line Items]
Expected useful life									3 years
Traverse \| Customer relationships
Business Acquisition [Line Items]
Expected useful life									5 years
Traverse \| Technology
Business Acquisition [Line Items]
Expected useful life									5 years
Traverse \| Non-competition agreements
Business Acquisition [Line Items]
Expected useful life									1 year
Traverse \| Maximum
Business Acquisition [Line Items]
Contingent consideration liability		$ 500
Crisp Results
Business Acquisition [Line Items]
Consideration transferred				$ 40,000
Contingent consideration liability				5,200
Payments to acquire business				$ 20,000
Equity issued to acquiree (in shares)				1,600,000
Issuance of equity for Aimtell/Aramis//PushPros, and Crisp Results				$ 20,000
Contingent consideration			$ 10,000
Deferred payment				$ 5,000
Change in fair value of contingent consideration liabilities			$ 2,600
Deferred payment period				20 days
Deferred acquisition consideration payable				$ 4,600		$ 4,900			$ 4,900
Expected useful life									5 years 7 months 6 days
Crisp Results \| Class A Common Stock \| Subsequent Event
Business Acquisition [Line Items]
Shares issued in connection with acquisition (in shares)	2,990,000
Sale of stock price per unit (usd per share)	$ 3.3455
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
AAP
Business Acquisition [Line Items]
Consideration transferred					$ 20,000
Contingent consideration liability					2,100
Payments to acquire business					$ 5,000
Equity issued to acquiree (in shares)					1,290,000
Issuance of equity for Aimtell/Aramis//PushPros, and Crisp Results					$ 15,000
Goodwill, measurement period adjustment							$ 100
Change in fair value of contingent consideration liabilities									$ 1,000
Expected useful life									4 years
Contingent consideration payable - non-current					$ 15,000
Earnout period					3 years
AAP \| Brand
Business Acquisition [Line Items]
Expected useful life									2 years 1 month 6 days
AAP \| Customer relationships
Business Acquisition [Line Items]
Expected useful life									4 years 1 month 6 days
AAP \| Technology
Business Acquisition [Line Items]
Expected useful life									4 years
AAP \| Non-competition agreements
Business Acquisition [Line Items]
Expected useful life									3 years

ACQUISITIONS - Changes in Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2022	May 10, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 76,947		$ 76,558
Traverse
Business Acquisition [Line Items]
Goodwill	444	$ 444
Contingent consideration liability		428
Working capital accounts		(49)
Traverse \| Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	2,500	2,500
Traverse \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	50	50
Traverse \| Brand
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	59	59
Traverse \| Non-competition agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 3	$ 3

ACQUISITIONS - Net Assets And Liabilities Acquired (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	May 10, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 76,947		$ 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 \| Minimum
Business Acquisition [Line Items]
Expected Useful Life	4 years
Technology \| Maximum
Business Acquisition [Line Items]
Expected Useful Life	5 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
AAP
Business Acquisition [Line Items]
Expected Useful Life	4 years
Cash			0
Goodwill			9,761
Accounts receivable, net			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
AAP \| Technology
Business Acquisition [Line Items]
Expected Useful Life	4 years
Finite-lived intangible assets acquired			3,900
AAP \| Customer relationships
Business Acquisition [Line Items]
Expected Useful Life	4 years 1 month 6 days
Finite-lived intangible assets acquired			7,690
AAP \| Brand
Business Acquisition [Line Items]
Expected Useful Life	2 years 1 month 6 days
Finite-lived intangible assets acquired			208
AAP \| Non-competition agreements
Business Acquisition [Line Items]
Expected Useful Life	3 years
Finite-lived intangible assets acquired			83
Crisp Results
Business Acquisition [Line Items]
Cash			0
Goodwill			21,894
Accounts receivable, net			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
Traverse
Business Acquisition [Line Items]
Expected Useful Life	5 years
Cash	$ 232
Goodwill	444	$ 444
Accounts receivable, net	276
Property and equipment	0
Accounts payable	(454)
Other assets acquired and liabilities assumed, net	(103)
Net assets and liabilities acquired	$ 3,007
Traverse \| Technology
Business Acquisition [Line Items]
Expected Useful Life	5 years
Finite-lived intangible assets acquired	$ 2,500	2,500
Traverse \| Customer relationships
Business Acquisition [Line Items]
Expected Useful Life	5 years
Finite-lived intangible assets acquired	$ 50	50
Traverse \| Brand
Business Acquisition [Line Items]
Expected Useful Life	3 years
Finite-lived intangible assets acquired	$ 59	59
Traverse \| Non-competition agreements
Business Acquisition [Line Items]
Expected Useful Life	1 year
Finite-lived intangible assets acquired	$ 3	$ 3

ACQUISITIONS - Net Revenue and Net Income (Loss) Attributable to DMS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Traverse
Business Acquisition [Line Items]
Net revenue	$ 360		$ 360
Net loss from operations	$ 70		$ 70
Aimtell, PushPros and Aramis
Business Acquisition [Line Items]
Net revenue		$ 5,774		$ 10,075
Net loss from operations		(484)		(620)
Crisp Results
Business Acquisition [Line Items]
Net revenue		6,967		6,967
Net loss from operations		$ (155)		$ (155)

ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Business Acquisition [Line Items]
Net revenue	$ 91,474	$ 105,662	$ 201,306	$ 213,884
Net income (loss) from operations	(10,099)	3,929	(13,284)	10,113
DMS
Business Acquisition [Line Items]
Net revenue	91,197	105,079	200,307	201,882
Net income (loss) from operations	(9,665)	3,950	(12,867)	7,427
Traverse
Business Acquisition [Line Items]
Net revenue	277	583	999	1,253
Net income (loss) from operations	$ (434)	(21)	$ (417)	(67)
AAP
Business Acquisition [Line Items]
Net revenue		0		2,465
Net income (loss) from operations		0		457
Crisp Results
Business Acquisition [Line Items]
Net revenue		0		8,284
Net income (loss) from operations		$ 0		$ 2,296

RESTRUCTURING COSTS - Additional Information (Details) $ in Millions	Jun. 30, 2022 ft² rental	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	4
Number of properties under lease termination agreement, rental area \| ft²	55,798

RESTRUCTURING COSTS - Restructuring Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Restructuring Reserve [Roll Forward]
Beginning balance	$ 2,244	$ 2,966	$ 2,516	$ 3,653
Valuation adjustments	496	432	470	81
Lease payments	(290)	(487)	(584)	(870)
Lease accretion	48	46	96	93
Ending balance	2,498	2,957	2,498	2,957
Accrued Liabilities
Restructuring Reserve [Roll Forward]
Lease reserve	908	1,200	908	1,200
Other Noncurrent Liabilities
Restructuring Reserve [Roll Forward]
Lease reserve	$ 1,590	$ 1,757	$ 1,590	$ 1,757

FAIR VALUE MEASUREMENTS - Additional Information (Details) shares in Millions	Jun. 30, 2022 shares
Private Placement Warrant liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding (in shares)	4.0

FAIR VALUE MEASUREMENTS - Inputs and Valuations (Details)	Jun. 30, 2022 $ / shares yr
Private Placement Warrants Fair Value Per Share
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.12
Stock price - DMS Inc. Class A Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	1.11
Remaining contractual term in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs \| yr	3.04
Estimated volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.850
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	0.0297

FAIR VALUE MEASUREMENTS - Contingent Consideration Assumptions (Details)	Jun. 30, 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 - 6 Months Actual
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	2,724,201
Aimtell / PushPros \| CYE2022 Revenue - 6 Months Expectations
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	8,908,838
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 - 6 Months
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	8,715,176
Aimtell / PushPros \| CYE2023 Risk Adjusted Revenue
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	13,413,226
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	0.0950
Aimtell / PushPros \| Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.120
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	0.120
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
Traverse \| Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.100
Traverse \| Days gap from period end to payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions \| d	90
Traverse \| CYE2022 Earnout Successful Probability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.950

FAIR VALUE MEASUREMENTS - Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	$ 480	$ 3,960
Contingent consideration payable - current	10,909	7,370
Contingent consideration payable - non-current	494	$ 1,069
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	11,883
Fair Value, Recurring \| Crisp Results
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	10,000
Fair Value, Recurring \| Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	909
Fair Value, Recurring \| Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	428
Fair Value, Recurring \| Aimtell / PushPros
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	66
Fair Value, Recurring \| Private Placement Warrant liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	480
Fair Value, Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0
Fair Value, Recurring \| Level 1 \| Crisp Results
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0
Fair Value, Recurring \| Level 1 \| Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0
Fair Value, Recurring \| Level 1 \| Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	0
Fair Value, Recurring \| Level 1 \| Aimtell / PushPros
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	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]
Total	0
Fair Value, Recurring \| Level 2 \| Crisp Results
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0
Fair Value, Recurring \| Level 2 \| Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0
Fair Value, Recurring \| Level 2 \| Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	0
Fair Value, Recurring \| Level 2 \| Aimtell / PushPros
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	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]
Total	11,883
Fair Value, Recurring \| Level 3 \| Crisp Results
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	10,000
Fair Value, Recurring \| Level 3 \| Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	909
Fair Value, Recurring \| Level 3 \| Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	428
Fair Value, Recurring \| Level 3 \| Aimtell / PushPros
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	66
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	$ 480

FAIR VALUE MEASUREMENTS - Level 3 Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 11,030	$ 8,439
Additions	428	428
Changes in fair value	(55)	2,536
Settlements	0	0
Ending balance	11,403	11,403
Private Placement Warrant liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	2,120	3,960
Additions	0	0
Changes in fair value	(1,640)	(3,480)
Settlements	0	0
Ending balance	$ 480	$ 480

EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Additional Information (Details) - USD ($) $ in Millions		6 Months Ended
	Apr. 12, 2022	Jun. 30, 2022	Jun. 30, 2021	Jul. 15, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense		$ 3.9	$ 2.8
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	762,000
Continuous service period	4 years
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	381,406
Time-Based Vesting Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	381,406
2020 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Capital shares reserved for future issuance (in shares)				11,600,000

INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Income Tax Examination [Line Items]
Income tax expense	$ 45	$ 1,031	$ 355	$ 1,148
Effective tax rate	(0.40%)	17.30%	(2.10%)	19.50%
Amount required to be paid to sellers	85.00%		85.00%
Refund of preclosing taxes to be paid to Sellers	100.00%		100.00%
Refund of preclosing taxes to be paid to Sellers, period after closing			2 years
Current tax receivable agreement	$ 1,310		$ 1,310		$ 1,310
DMSH
Income Tax Examination [Line Items]
Equity method investment, ownership percentage	58.70%		58.70%

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