0001628280-23-029901 | 10-Q | XBRL Viewer | Digital Media Solutions INC

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Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 82,551	$ 91,197	$ 172,863	$ 200,307
Contract with customer, liability	500		500		$ 1,000
Customer acquisition
Disaggregation of Revenue [Line Items]
Revenue	79,057	86,984	165,650	192,149
Managed services
Disaggregation of Revenue [Line Items]
Revenue	2,026	3,068	4,162	6,187
Software services
Disaggregation of Revenue [Line Items]
Revenue	$ 1,468	$ 1,145	$ 3,051	$ 1,971
Customer1 \| Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk (as percent)	12.50%	24.70%	15.30%	21.00%
Europe
Disaggregation of Revenue [Line Items]
Revenue	$ 5,100		$ 5,100
Other International
Disaggregation of Revenue [Line Items]
Revenue	$ 3,500		$ 3,500

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

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.

Series A and Series B Preferred Warrants

On March 29, 2023, the Company completed a securities purchase agreement (the “SPA”) with certain investors to purchase 80 thousand shares of Series A convertible redeemable Preferred stock (“Series A Preferred stock”) and 60 thousand shares of Series B convertible redeemable Preferred stock (“Series B Preferred stock”, and together with Series A Preferred stock, “Preferred Warrants”) for an aggregate purchase price of $14.0 million (the “Preferred Offering”), including $6.0 million of related party participation. The Company also issued the purchasers in the Preferred Offering warrants to acquire 14.4 million shares of Class A Common Stock.

The Preferred Warrants are exercisable for shares of the Company’s Class A Common Stock at any time at the option of the holder and expire five years from the date of issuance. The Preferred Warrants are exercisable on a cashless basis or for cash at an exercise price of $0.6453 per share of Class A Common Stock. The exercise price of the Preferred Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, subdivisions, combinations, reclassifications, or similar events affecting the Company’s Common Stock. The Preferred Warrants contain a put feature providing the right to the holder for a net cash settlement in the event of a fundamental transaction, which is defined as instances where the Company (i) effects any merger or consolidation of the Company, (ii) effects any sale, lease, license, assignment, transfer, conveyance, or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) completes any purchase offer,

tender offer, or exchange offer that has been accepted by the holders of at least 50% of the outstanding Class A Common Stock, (iv) effects any reclassification, reorganization, or recapitalization of the Class A Common Stock or any compulsory share exchange pursuant to which the Class A Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) consummates a stock or share purchase agreement or other business combination in which more than 50% of the outstanding shares of Class A Common Stock is acquired. Under such a fundamental transaction, the holder can require the Company to purchase any unexercised warrant shares at the pro-rata share of the sales price or calculated value less the exercise price of the Warrant share.

Due to the tender offer provision, the Preferred Warrants are classified as a derivative liability measured at fair value, with changes in fair value reported each period in earnings. The fair value of the warrant is estimated using the Black-Scholes pricing model. The fair value of the Preferred Warrants of approximately $8.7 million was estimated at the date of issuance using the following weighted average assumptions. Transaction costs incurred attributable to the issuance of the Preferred Warrants were part of the preferred shares issuance costs that were 0.9 million.

The fair value of the derivative Preferred Warrants is considered a Level 3 valuation and is determined using the Black-Scholes-Merton valuation model. The change in the value of the derivative Preferred Warrants are included in the accompanying consolidated statements of operations as Change in fair value of warrant liabilities.

The significant assumptions were as follows:


	June 30, 2023

Preferred Warrants Fair Value Per Share	$	0.22
Preferred Warrant valuation inputs:
Stock price - DMS Inc. Class A Common Stock	$	0.33

Remaining contractual term in years	4.75
Estimated volatility	100.0		%
Dividend yield	0.0		%
Risk free interest rate	4.13		%

Private Placement Warrants

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

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

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

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

We record the fair value of the Private Placement Warrants as a liability in our consolidated balance sheet as of June 30, 2023 and 2022, 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 fair value of warrant liabilities on the consolidated statements of operations. As of June 30, 2023, the Company has approximately 4.0 million Private Placement Warrants outstanding.

The significant assumptions were as follows:


	June 30, 2023
Private Placement Warrants Fair Value Per Share	$	0.01
Private Placement Warrant valuation inputs:
Stock price - DMS Inc. Class A Common Stock	$	0.33

Remaining contractual term in years	2.04
Estimated volatility	100.0		%
Dividend yield	0.0		%
Risk free interest rate	4.80		%

Contingent consideration payable related to acquisitions

The fair value of the contingent considerations payable for the Aimtell/PushPros and ClickDealer acquisitions (described in Note 5. Acquisitions) were determined using a Monte Carlo fair value analysis, based on estimated performance and the probability of achieving certain targets. As certain inputs are not observable in the market, the contingent consideration is classified as a Level 3 instrument. Changes in fair value of contingent consideration are presented under Change in fair value of contingent consideration liabilities on the consolidated statements 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 5. Acquisitions).

The contingent consideration for the Aramis acquisition was finalized on December 31, 2022, the end of the earnout period, and became payable during the second quarter of 2023, in the form of cash or Class A Common Stock, at the election of the Company. The timing of payment of the Aramis earnout remains subject to resolution of certain outstanding indemnity issues relating to the acquisition. (See Note 5. Acquisitions).

The contingent consideration for the Traverse acquisition was finalized on May 10, 2023, which the Company paid on July 10, 2023 in the form cash payment of $0.5 million.The following table presents the contingent consideration assumptions.


	Aimtell / PushPros
Revenue Volatility	25	%
Iteration (actual)	100,000
Risk adjustment discount rate	11.75	%
Risk free / Credit risk	12.00	%
Days from period end to payment	90











	ClickDealer
Revenue Volatility	50	%
Iteration (actual)	100,000
Risk Adjustment Discount Rate	25.75	%
Risk free / Credit risk	12.00	%
Days 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, 2023
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Liabilities:
Private placement warrants - Class B common stock	Warrant liabilities	$	—	$	—	$	24	$	24
Preferred warrants - Series A preferred stock	Warrant liabilities	—		—		1,816		1,816
Preferred warrants - Series B preferred stock	Warrant liabilities	—		—		1,362		1,362

Contingent consideration - Aramis	Contingent consideration payable - current	—		—		1,000		1,000
Contingent consideration - Traverse	Contingent consideration payable - current	—		—		500		500
Contingent consideration - ClickDealer	Contingent consideration payable - non-current	—		—		2,268		2,268
Total		$	—	$	—	$	6,970	$	6,970


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

The following tables represent the change in the warrant liability and contingent consideration (in thousands):


	Private Placement Warrants		Series A and B Preferred Warrants		Contingent Consideration
Balance, March 31, 2023	$	320	$	12,711	$	3,923

Changes in fair value	(296)		(9,533)		(90)

Other (1)	—		—		(65)
Balance, June 30, 2023	$	24	$	3,178	3,768

____________________

(1)Relates to the revision of the initial fair value of the ClickDealer contingent consideration. See Note 5. Acquisitions.


	Private Placement Warrants		Contingent Consideration
Balance, March 31, 2022	$	2,120	$	11,030
Additions	—		428
Changes in fair value	(1,640)		(55)

Balance, June 30, 2022	$	480	$	11,403


	Private Placement Warrants		Series A and B Preferred Warrants		Contingent Consideration
Balance, December 31, 2022	$	600	$	—	$	1,453
Additions	—		8,667		2,457
Changes in fair value	(576)		(5,489)		(77)

Other (1)	—		—		(65)
Balance, June 30, 2023	$	24	$	3,178	$	3,768

____________________

(1)Relates to the revision of the initial fair value of the ClickDealer contingent consideration. See Note 5. Acquisitions.


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

Balance, June 30, 2022	$	480	$	11,403

- Definition

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

+ References + Details

Business, Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
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 generates revenue in North America and internationally, with the majority of the revenue 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 60.9% 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 39.1% 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 2022 Form 10-K/A. Non-controlling Interest The non-controlling interest represents the membership interest in DMSH held by holders other than the Company. As of June 30, 2023, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 39.1% and as of December 31, 2022 it was 39.1%. 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 preferred warrants, private placement warrants, the allowance for credit losses, 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 2022 Form 10-K/A except those related to the accounting and valuation of preferred stock and warrants. See Note 8. Fair Value Measurements and Note 9. Equity. New Accounting Standards Accounting Standards Recently Adopted 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. The Company adopted this guidance effective January 1, 2023, which was not material to the consolidated financial statements for the three and six months ended June 30, 2023. Accounting Standards Not Yet Adopted The Company qualifies as an “emerging growth company” and has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As of June 30, 2023, there were no new accounting standards that would need to be disclosed.

Employee and Director Incentive Plans (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
	Apr. 12, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jul. 15, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense		$ 0.9	$ 2.1	$ 2.2	$ 3.9
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)		0		0
Number of shares forfeited (in shares)				362,000
Stock-based compensation (in shares)	762,000
Award vesting period (in years)	4 years
Performance - based, RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation (in shares)	381,406
Time-based, RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation (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
2020 Omnibus Incentive Plan \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights rate per year		25.00%
2020 Omnibus Incentive Plan \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights rate per year		25.00%
2020 Omnibus Incentive Plan \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights rate per year		25.00%
2020 Omnibus Incentive Plan \| Share-Based Payment Arrangement, Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights rate per year		25.00%

Acquisitions - Pro Forma Information (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Net revenue	$ 109,461	$ 192,728	$ 237,843
Net income (loss) from operations	(8,076)	(60,978)	(9,681)
DMS
Business Acquisition [Line Items]
Net revenue	91,197	172,863	200,307
Net income (loss) from operations	(9,665)	(62,682)	(12,867)
Traverse
Business Acquisition [Line Items]
Net revenue	277		999
Net income (loss) from operations	(434)		(417)
ClickDealer
Business Acquisition [Line Items]
Net revenue	17,987	19,865	36,537
Net income (loss) from operations	$ 2,023	$ 1,704	$ 3,603

Revenue - Allowance for Credit Loss (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for credit loss, beginning balance	$ 4,656
Additions charged to expense	1,309
Deductions/write-offs	(2,064)
ASU 2016-13 (Topic 326) adjustment	41
Allowance for credit loss, ending balance	$ 3,942

Goodwill and Intangible Assets - Amortization Expense (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 5,005
2024	9,504
2025	4,990
2026	4,301
2027	3,687
Thereafter	$ 15,011

Employee and Director Incentive Plans	6 Months Ended
Employee and Director Incentive Plans	Jun. 30, 2023
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 and repurchase 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 $0.9 million and $2.2 million for the three and six months ended June 30, 2023, respectively, and $2.1 million and $3.9 million for the three and six months ended June 30, 2022, respectively, and are included in Salaries and related costs within the consolidated statements of operations. Fair value of stock-based compensation is based on the closing trading price of the Company’s stock on the grant date. Restricted Stock Units For the three and six months ended June 30, 2023, there were no new RSU awards. During the six months ended June 30, 2023, 362,000 RSUs were forfeited. 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 certain employees of the Company under the 2020 Plan. The PRSUs vest one-fourth each year based on four years of continuous service starting with January 1, 2022 through January 1, 2026. The TRSUs vest one-fourth each years based on four years continuous service starting April 12, 2022 and ending April 12, 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.

Earnings Per Share - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net loss	$ (47,493)	$ (11,887)	$ (68,194)	$ (17,244)
Net loss attributable to non-controlling interest	(18,553)	(4,905)	(26,639)	(7,121)
Accretion and dividend Series A and B convertible redeemable preferred stock	(11,341)	0	(11,341)	0
Net loss attributable to Digital Media Solutions, Inc. - Class A common stock - basic	(40,281)	(6,982)	(52,896)	(10,123)
Add: Income effects of Class B convertible common stock	0	(4,903)	0	(7,116)
Net loss attributable to Digital Media Solutions, Inc. - Class A common stock - diluted	$ (40,281)	$ (11,885)	$ (52,896)	$ (17,239)
Denominator:
Weighted-average Class A common shares outstanding – basic (in shares)	40,094	39,553	39,805	37,969
Add: dilutive effects of Class B convertible common stock (in shares)	0	25,699	0	25,713
Weighted-average Class A common shares outstanding – diluted (in shares)	40,094	65,252	39,805	63,682
Net loss per common share:
Basic – per Class A common shares (in usd per share)	$ (1.00)	$ (0.18)	$ (1.33)	$ (0.27)
Diluted – per Class A common shares (in usd per share)	$ (1.00)	$ (0.18)	$ (1.33)	$ (0.27)

Reportable Segments (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Reconciliation of Operations of Segments

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net revenue	$	82,551	$	91,197	$	172,863	$	200,307
Brand Direct	51,694		44,789		107,096		106,017
Marketplace	32,477		54,092		69,765		112,898
Technology Solutions	2,225		2,548		4,561		4,884
Intercompany eliminations	(3,845)		(10,232)		(8,559)		(23,492)
Cost of revenue (exclusive of depreciation and amortization)	63,343		67,784		131,384		145,624
Brand Direct	41,231		36,137		84,046		84,591
Marketplace	25,447		41,463		54,785		83,843
Technology Solutions	510		416		1,112		682
Intercompany eliminations	(3,845)		(10,232)		(8,559)		(23,492)
Gross profit (exclusive of depreciation and amortization)	19,208		23,413		41,479		54,683
Brand Direct	10,463		8,652		23,050		21,426
Marketplace	7,030		12,629		14,980		29,055
Technology Solutions	1,715		2,132		3,449		4,202
Salaries and related costs	11,489		13,237		23,715		26,945
General and administrative expenses	12,124		12,444		24,979		23,544
Depreciation and amortization	5,872		7,173		10,955		14,233
Impairment of goodwill	33,795		—		33,795		—
Impairment of intangible assets	7,791		—		7,791		—
Acquisition costs	658		279		3,003		292
Change in fair value of contingent consideration liabilities	(90)		(55)		(77)		2,536
Loss from operations	$	(52,431)	$	(9,665)	$	(62,682)	$	(12,867)

Acquisitions

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

ClickDealer

On March 30, 2023, the Company completed a transaction to acquire the HomeQuote.io home services marketplace from Customer Direct Group, along with the supporting media and technology assets of the ClickDealer international ad network, ("ClickDealer"). ClickDealer’s international performance ad network and the HomeQuote.io marketplace connects consumers with brands within the home improvement and related home services sector.

The Company paid cash consideration of $31.8 million upon closing of the transaction, with an additional $3.5 million in holdbacks, subject to certain criteria. On July 3, 2023, after the successful completion of the first tranche in criteria was met, $1.0 million of the holdback was paid to the Sellers in cash. The remaining holdback of $2.5 million is expected to be released within 24 months of the closing date, subject to certain criteria. The transaction also included up to $10.0 million in contingent consideration, subject to the achievement of certain revenue and net margin based milestones in two subsequent one-year measurement periods, payable in cash or, if mutually agreed to by the Company and the Seller, in Class A Common Stock. The Estimated Net Working Capital adjustment upon closing was $0.3 million. The Final Net Working Capital adjustment was $0.6 million.

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

Determining the fair value of assets acquired and liabilities assumed requires management's judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. As the result of the completed valuation of the assets acquired (including intangibles) and liabilities assumed, as well as the contingent consideration liabilities, as of the acquisition dates, the following adjustments were recorded related to further analysis of the forecast (for example, items that occurring in the pre-acquisition period that should have been factored into the forecast as of the acquisition date) and refinements to the significant assumptions in the valuation models used to value the intangibles and contingent consideration liabilities. As a result, we have made adjustments to the initial fair value of our intangible assets, goodwill, contingent consideration and working capital. The impact of these adjustments at March 30, 2023 are as follows (in thousands):


ClickDealer	Acquisition Date Fair Value		Fair Value Mark-to-Market Changes		Revised Acquisition Date Fair Value
Goodwill	$	6,207	$	(1,206)	$	5,001
Intangible Assets:
Technology	$	5,010	$	(230)	$	4,780
Customer relationships	$	20,400	$	1,500	$	21,900
Brand	$	2,840	$	(130)	$	2,710


Contingent consideration liability	$	2,457	$	(65)	$	2,392

Working capital accounts	$	3,320	$	245	$	3,565

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. Under 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 ClickDealer and HomeQuote.io brands was determined using the Income Approach and Relief from Royalty Method, fair value of the technology was determined using the Relief from Royalty Method, and 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 ClickDealer and will be included in the Brand Direct reportable segment for ClickDealer and in the Marketplace reportable

segment for HomeQuote.io. The Goodwill expected to be deductible for tax purposes is being evaluated. Intangible assets primarily consist of brand, technology and customer relationships with an estimated useful life of five years for brand, seven years for technology and twelve years for customer relationships.

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, to be paid in cash 15 months after the acquisition date. Accounting for the acquisition was completed on May 10, 2023. The contingent consideration for the Traverse acquisition was finalized on May 10, 2023, which the Company paid on July 10, 2023 in the form cash payment of $0.5 million.

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, and a $5.0 million deferred payment, to be paid 18 months after the acquisition date. Accounting for the acquisition was completed on March 31, 2022. The Company paid the contingent consideration 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. The $5.0 million deferred consideration became due on October 1, 2022, which the Company paid on October 4, 2022.

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 PushPros, “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. Accounting for the acquisition was completed on March 31, 2022.

Acquisitions’ Fair Value Measurement and Pro Forma Information

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


	Expected Useful Life	Traverse		ClickDealer
		2022		2023
Cash		$	232	$	—
Goodwill		735		5,001
Technology	4 to 7	2,470		4,780
Customer relationships	4 to 12	50		21,900
Accounts receivable		276		6,959
Brand	1 to 7	60		2,710


Accounts payable		(232)		(3,561)
Other assets acquired and liabilities assumed, net (1)		7		167
Net assets and liabilities acquired		$	3,598	$	37,956

____________________

(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 Traverse acquisition technology is 5 years, customer relationships is 5 years, brand is 3 years and non-compete agreements is 1 year. The weighted average amortization period for ClickDealer acquisition technology is 7 years, customer relationships is 12 years and brand is 5 years. In total, the weighted average amortization period for Traverse is 5 years and ClickDealer is 10 years.

The following schedules represent the amount of net revenue and net loss from operations related to Traverse and ClickDealer acquisitions which have been included in the 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, 2023				Six Months Ended June 30, 2023
	Traverse		ClickDealer		Traverse		ClickDealer
Net revenue	$	716	$	17,810	$	1,540	$	17,810
Net income from operations	$	14	$	703	$	234	$	703


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

Pro Forma Information

The following 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. There is no pro forma financial information for three months ended June 30, 2023 as the results remain consistent. Pro forma financial information is presented in the table below (in thousands):


	Three Months Ended June 30, 2022
	(unaudited)
	DMS		Traverse		ClickDealer		Pro Forma
Net revenue	$	91,197	$	277	$	17,987	$	109,461
Net income from operations	$	(9,665)	$	(434)	$	2,023	$	(8,076)


	Six Months Ended June 30, 2023
	(unaudited)
	DMS		ClickDealer		Pro Forma
Net revenue	$	172,863	$	19,865	$	192,728
Net income (loss) from operations	$	(62,682)	$	1,704	$	(60,978)


	Six Months Ended June 30, 2022
	(unaudited)
	DMS		Traverse		ClickDealer		Pro Forma
Net revenue	$	200,307	$	999	$	36,537	$	237,843
Net income from operations	$	(12,867)	$	(417)	$	3,603	$	(9,681)

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.

Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Mar. 29, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, face amount	$ 14,000
Warrants, term (in years)		5 years		5 years
Issuance costs		$ 900
Warrant exercise price (in usd per share)		$ 0.01		$ 0.01
Minimum number of redemption days				30 days
Trading day threshold				20 days
Trading day period				30 days
Convertible Debenture \| Convertible Debt
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, face amount	$ 6,000
Series A Preferred Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Number of shares issued in transaction (in shares)	80,000
Series B Preferred Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Number of shares issued in transaction (in shares)	60,000
Class A Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Preferred stock (in shares)	14,400,000
Warrants, term (in years)	5 years
Common stock par value (in usd per share)	$ 0.6453	0.0001		$ 0.0001
Acceptance percentage threshold	50.00%
Threshold percentage of shares acquired	50.00%
Share price (in usd per share)		$ 18.00		$ 18.00
Class A Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Number of securities called by each warrant		1		1
Warrant exercise price (in usd per share)		$ 11.50		$ 11.50
Series A and B Preferred Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Additions		$ 8,700		$ 8,667
Private placement warrants - Class B common stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Additions			$ 0	$ 0	$ 0
Warrants outstanding (in shares)		4,000,000		4,000,000

Leases - Operating Lease Maturity (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Leases [Abstract]
2023	$ 1,130
2024	1,751
2025	546
Total	3,427
Less: Imputed interest	(103)
Present value of operating lease liabilities	$ 3,324

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

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


	Brand Direct		Marketplace		Technology Solutions		Total
Balance, December 31, 2022	$	18,321	$	54,554	$	4,363	$	77,238
Additions (Note 5)	2,308		2,693		—		5,001
Impairment of goodwill	—		(33,795)		—		(33,795)

Balance, June 30, 2023	$	20,629	$	23,452	$	4,363	$	48,444

The carrying amount of Goodwill for the Marketplace segment had accumulated impairment of $33.8 million as of June 30, 2023 and no impairment as of December 31, 2022.

Intangible assets, net

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


		June 30, 2023								December 31, 2022
	Amortization Period (Years)	Gross		Impairment		Accumulated Amortization		Net		Gross		Impairment		Accumulated Amortization		Net
Technology	4 to 7	$	59,096	$	(5,951)	$	(42,489)	$	10,656	$	54,316	$	(5,933)	$	(39,411)	$	8,972
Customer relationships	4 to 15	71,323		(20,119)		(24,099)		27,105		49,423		(12,387)		(21,205)		15,831
Brand	1 to 7	14,879		(3,291)		(6,867)		4,721		12,169		(3,250)		(6,233)		2,686
Non-competition agreements	1 to 3	1,898		—		(1,882)		16		1,898		—		(1,868)		30
Total		$	147,196	$	(29,361)	$	(75,337)	$	42,498	$	117,806	$	(21,570)	$	(68,717)	$	27,519

The weighted average amortization period for intangible assets is 8 years in total, and by category is 6 years for technology, 10 years for customer relationships, 6 years for brand, 3 years for non-competition agreements.

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


	2023		2024		2025		2026		2027		Thereafter
Amortization expense	$	5,005	$	9,504	$	4,990	$	4,301	$	3,687	$	15,011

Amortization expense for finite-lived intangible assets is recorded on an accelerated straight-line basis. Amortization expense related to finite-lived intangible assets was $3.7 million and $6.6 million for the three and six months ended June 30, 2023, respectively, and $5.0 million and $10.0 million for the three and six months ended June 30, 2022, respectively.

Impairment analysis

The Company considered if an event occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount and noted none for the Brand and Technology reporting units in the three and six months ended June 30, 2023 and 2022, respectively. The Company determined that the recent economic downturn and inflation, along with the Company’s revenue reduction and decreased stock market price were indicators of impairment for the Marketplace reporting unit under ASC 350-20, Goodwill, and ASC 360-10, Impairment and Disposal of Long-Lived Assets for certain asset groups during 2023.

The Company determined the fair value of Goodwill at the reporting unit level utilizing a combination of a discounted cash flow analysis incorporating variables such as revenue projections, projected operating cash flow margins, and discount rates, as well as a market-based approach employing comparable sales analysis. The valuation assumptions used in the discounted cash flow model reflect historical performance of the Company, the prevailing values in the Company’s industry, including the extent of the economic downturn related to the recent inflation and its economic contraction and its expected timing of recovery. The result of our interim impairment test indicated that there was Goodwill impairment of $33.8 million for the period ended June 30, 2023.

Further, the Company performed a recoverability test for certain asset groups in the Marketplace reporting unit to determine whether an impairment loss should be measured. The undiscounted cash flows in the recoverability test compared to the asset group’s carrying value of invested capital was less than the carrying value indicating an impairment. As a result, the Company calculated the fair value of the finite-lived intangible assets. Intangible assets include technology, brand, and customer relationships. The fair value of technology was determined using the Relief from Royalty Approach; fair value of the customer relationships was determined using the Multi Period Excess Earnings Method; and fair value of the brand was determined using the Relief from Royalty Method. As a result of the fair value being lower than the carrying value for certain assets, the Company recorded impairment loss of $7.8 million to Intangible assets which are in asset groups included in the Marketplace reporting unit, which is included in the consolidated statements of operations as Impairment of intangible assets for the three and six months ended June 30, 2023, respectively.

Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - DMSH	Jun. 30, 2023	Dec. 31, 2022
DMSH
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Equity method investment, ownership percentage	60.90%
Sellers
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners	39.10%	39.10%

Revenue

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of Revenue

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


	Three Months Ended June 30, 2023
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	50,425	$	32,477	$	—	$	(3,845)	$	79,057
Managed services	1,269		—		757		—		2,026
Software services	—		—		1,468		—		1,468
Total Net revenue	$	51,694	$	32,477	$	2,225	$	(3,845)	$	82,551


	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


	Six Months Ended June 30, 2023
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	104,444	$	69,765	$	—	$	(8,559)	$	165,650
Managed services	2,652		—		1,510		—		4,162
Software services	—		—		3,051		—		3,051
Total Net revenue	$	107,096	$	69,765	$	4,561	$	(8,559)	$	172,863


	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

The Company generated revenue outside the United States through its 2023 ClickDealer acquisition. For the three and six months ended June 30, 2023, revenue from Europe represented $5.1 million and revenue from Other International countries represented $3.5 million of our total revenue, respectively.

Accounts Receivable, net

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience, delinquency trends and current credit conditions. The Company reviews its Allowance for credit losses monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers.

The activity in the Allowance for credit losses is as follows (in thousands):


Balance, December 31, 2022	$	4,656
Additions charged to expense	1,309
Deductions/write-offs	(2,064)
ASU 2016-13 (Topic 326) adjustment	41
Balance, June 30, 2023	$	3,942

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 and recorded within Accrued expenses and other current liabilities on the consolidated balance sheets. As of June 30, 2023 and December 31, 2022, the balance of deferred revenue was $0.5 million and $1.0 million, respectively. We expect the majority of the deferred revenue balance at June 30, 2023 to be recognized as revenue during the following quarter.

For the three and six months ended June 30, 2023, one customer accounted for approximately 12.5% and 15.3%, respectively, of our total revenue. For the three and six months ended June 30, 2022, one customer accounted for approximately 24.7% and 21.0%, respectively, of our total revenue.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss	$ (68,194)	$ (17,244)
Adjustments to reconcile net loss to net cash used in operating activities
Allowance for credit losses	1,350	1,339
Depreciation and amortization	10,955	14,233
Amortization of right-of-use assets	295	0
Gain on disposal of assets	(3)	0
Impairment of goodwill	33,795	0
Impairment of intangible assets	7,791	0
Lease restructuring charges	0	2
Stock-based compensation, net of amounts capitalized	2,168	3,908
Amortization of debt issuance costs	787	938
Deferred income tax benefit, net	(2,104)	(785)
Change in fair value of contingent consideration	(77)	2,536
Change in fair value of warrant liabilities	(6,065)	(3,480)
Loss from preferred warrants issuance	553	0
Change in income tax receivable and payable	(227)	631
Change in accounts receivable	15,952	4,026
Change in prepaid expenses and other current assets	1,457	2,585
Change in operating right-of-use assets	630	0
Change in accounts payable and accrued expenses	(8,743)	(1,275)
Change in operating lease liabilities	(1,094)	0
Change in other liabilities	0	27
Net cash (used in) provided by operating activities	(10,774)	7,441
Cash flows from investing activities
Additions to property and equipment	(2,985)	(3,197)
Acquisition of business, net of cash acquired	(31,820)	(2,579)
Net cash used in investing activities	(34,805)	(5,776)
Cash flows from financing activities
Proceeds from borrowings on revolving credit facilities	10,000	0
Payments of long-term debt and notes payable	(1,125)	(1,126)
Proceeds from preferred shares and warrants issuance, net	13,107	0
Purchase of treasury stock related to stock-based compensation	(30)	0
Distributions to non-controlling interest holders	0	(563)
Net cash provided by (used in) financing activities	21,952	(1,689)
Net change in cash and cash equivalents	(23,627)	(24)
Cash and cash equivalents, beginning of period	48,839	26,394
Cash and cash equivalents, end of period	25,212	26,370
Supplemental Disclosure of Cash Flow Information
Interest	6,725	6,524
Income taxes	167	0
Non-Cash Transactions:
Contingent and deferred acquisition consideration	2,457	2,964
Stock-based compensation capitalized in property and equipment	332	208
Capital expenditures included in accounts payable	$ 174	$ 269

Fair Value Measurements - Contingent Consideration Assumptions (Details)	Jun. 30, 2023 d
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	0.1175
Aimtell / PushPros \| Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.1200
Aimtell / PushPros \| Days from period end to payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	90
ClickDealer \| Revenue Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.50
ClickDealer \| Iteration (actual)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	100,000
ClickDealer \| Risk adjustment discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.2575
ClickDealer \| Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.1200
ClickDealer \| Days from period end to payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	90

Earnings Per Share

6 Months Ended

Jun. 30, 2023

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 loss per share of Class A common stock:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator:
Net loss	$	(47,493)	$	(11,887)	$	(68,194)	$	(17,244)

Net loss attributable to non-controlling interest	(18,553)		$	(4,905)	(26,639)		(7,121)
Accretion and dividend Series A and B convertible redeemable preferred stock	(11,341)		$	—	(11,341)		—
Net loss attributable to Digital Media Solutions, Inc. - Class A common stock - basic	$	(40,281)	$	(6,982)	$	(52,896)	$	(10,123)

Add: Income effects of Class B convertible common stock	$	—	$	(4,903)	$	—	$	(7,116)

Net loss attributable to Digital Media Solutions, Inc. - Class A common stock - diluted	$	(40,281)	$	(11,885)	$	(52,896)	$	(17,239)

Denominator:
Weighted-average Class A common shares outstanding – basic	40,094		39,553		39,805		37,969
Add: dilutive effects of Class B convertible common stock	—		25,699		—		25,713




Weighted-average Class A common shares outstanding – diluted	40,094		65,252		39,805		63,682

Net loss per common share:
Basic – per Class A common shares	$	(1.00)	$	(0.18)	$	(1.33)	$	(0.27)
Diluted – per Class A common shares	$	(1.00)	$	(0.18)	$	(1.33)	$	(0.27)

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

For the three and six months ended June 30, 2023, the Company excluded 25.7 million shares of Class B convertible common stock, 80 thousand Series A Preferred stock, 60 thousand Series B Preferred stock, 4.0 million private warrants, 10.0 million public warrants, 14.4 million preferred warrants, 1.6 million stock options, 0.9 million RSUs, 0.2 million PRSUs, and the contingent and deferred considerations issued in connection with the ClickDealer and Aramis acquisitions as their effect would have been anti-dilutive. 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, and the contingent and deferred considerations issued in connection with the AAP and Crisp Results acquisitions, as their effect would have been anti-dilutive.

Equity (Details)
$ / shares in Units, $ in Thousands

6 Months Ended

Jul. 03, 2023

Jun. 15, 2023

USD ($)

Mar. 29, 2023

trading_day

$ / shares

Jun. 30, 2023

USD ($)

location

$ / shares

Jul. 30, 2023

USD ($)

Class of Stock [Line Items]

Preferred stock, authorized (in shares)

100,000,000

Warrant exercise price (in usd per share) | $ / shares

$ 0.01

Preferred stock, maximum redemption value | $

$ 16,300

Preferred stock, accretion to redemption value | $

11,300

Preferred stock, fair value of discount rate (as percent)

11.00%

Dividend rate (as percent)

4.00%

Preferred stock conversion price (in usd per share) | $ / shares

$ 0.56

Percentage of alternate conversion price

90.00%

Convertible threshold trading days | trading_day

Percentage of trading days prior to conversion rate

90.00%

Conversion floor price (usd per share) | $ / shares

$ 0.484

Redemption price percentage

104.00%

Redemption price per share (in usd per share) | $ / shares

$ 111.11

Percentage of accelerated redemption price

90.00%

Mandatory redemption trading days | trading_day

Percentage of trading days prior to mandatory redemption rate

90.00%

Accelerated redemption trading days | trading_day

Percentage of trading days prior to accelerated redemption rate

90.00%

Percentage of triggered optional redemption price

30.00%

Percentage of default redemption price

115.00%

Percentage of bankruptcy redemption price

115.00%

Percentage of change of control redemption price

115.00%

Class A Common Stock

Class of Stock [Line Items]

Number of securities called by each warrant

Warrant exercise price (in usd per share) | $ / shares

$ 11.50

Series A Certificate of Designation

Class of Stock [Line Items]

Share price (in usd per share) | $ / shares

$ 0.484

Threshold trading days | location

Series A Preferred Stock

Class of Stock [Line Items]

Preferred stock, shares issued (in shares)

80,000

Conversion floor price (usd per share) | $ / shares

$ 0.161

Liquidation rights of percentage

115.00%

Preferred stock, liquidation preference per share (in usd per share) | $ / shares

$ 111.11

Mandatory redemption value | $

$ 9,300

$ 1,800

Class A Common Stock

Class of Stock [Line Items]

Share price (in usd per share) | $ / shares

$ 18.00

Class A Common Stock | Series A Warrant

Class of Stock [Line Items]

Warrants exercised (in shares)

8,253,968

Number of securities called by each warrant

Warrant exercise price (in usd per share) | $ / shares

$ 100

Class A Common Stock | Series B Warrant

Class of Stock [Line Items]

Warrants exercised (in shares)

6,190,476

Number of securities called by each warrant

Series B Preferred Stock

Class of Stock [Line Items]

Preferred stock, shares issued (in shares)

60,000

Liquidation rights of percentage

115.00%

Preferred stock, liquidation preference per share (in usd per share) | $ / shares

$ 111.11

Series B Preferred Stock | Subsequent Event

Class of Stock [Line Items]

Mandatory redemption value | $

$ 1,700

Class B Common Stock | Subsequent Event

Class of Stock [Line Items]

Shares converted (in shares)

617,400

Conversion ratio

Preferred Stock

Class of Stock [Line Items]

Preferred stock, shares issued (in shares)

140,000

Preferred Stock | Series A Preferred Stock

Class of Stock [Line Items]

Preferred stock, shares issued (in shares)

^[1]

80,000

Dividends payable | $

$ 156

Preferred Stock | Series B Preferred Stock

Class of Stock [Line Items]

Preferred stock, shares issued (in shares)

^[1]

60,000

[1]	See Note 8. Fair Value Measurements and Note 9. Equity.(2)Represents Series A and Series B preferred stock dividends, which have not been paid.

Earnings Per Share - Additional Information (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class B Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	25,700		25,700
Series A Preferred Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	80		80
Series B Preferred Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	60		60
Private Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	4,000	4,000	4,000	4,000
Public Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	10,000	10,000	10,000	10,000
Preferred Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	14,400		14,400
Stock Options
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	1,600	1,900	1,600	1,900
Restricted Stock Units (RSUs)
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	900	1,700	900	1,700
Performance Shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	200	400	200	400

Acquisitions - Net Assets And Liabilities Acquired (Details) - USD ($) $ in Thousands		6 Months Ended
	Mar. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	May 10, 2022
Business Acquisition [Line Items]
Expected Useful Life		8 years
Goodwill		$ 48,444		$ 77,238
Technology
Business Acquisition [Line Items]
Expected Useful Life		6 years
Technology \| Minimum
Business Acquisition [Line Items]
Expected Useful Life		4 years
Technology \| Maximum
Business Acquisition [Line Items]
Expected Useful Life		7 years
Customer relationships
Business Acquisition [Line Items]
Expected Useful Life		10 years
Customer relationships \| Minimum
Business Acquisition [Line Items]
Expected Useful Life			4 years
Customer relationships \| Maximum
Business Acquisition [Line Items]
Expected Useful Life			12 years
Brand
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
Traverse
Business Acquisition [Line Items]
Expected Useful Life		5 years
Cash					$ 232
Goodwill					735
Accounts receivable					276
Accounts payable					(232)
Other assets acquired and liabilities assumed, net					7
Net assets and liabilities acquired					3,598
Traverse \| Technology
Business Acquisition [Line Items]
Expected Useful Life		5 years
Finite-lived intangible assets acquired					2,470
Traverse \| Customer relationships
Business Acquisition [Line Items]
Expected Useful Life		5 years
Finite-lived intangible assets acquired					50
Traverse \| Brand
Business Acquisition [Line Items]
Expected Useful Life		3 years
Finite-lived intangible assets acquired					$ 60
ClickDealer
Business Acquisition [Line Items]
Expected Useful Life		10 years
Cash		$ 0
Goodwill	$ 5,001	5,001
Accounts receivable		6,959
Accounts payable		(3,561)
Other assets acquired and liabilities assumed, net		167
Net assets and liabilities acquired		$ 37,956
ClickDealer \| Technology
Business Acquisition [Line Items]
Expected Useful Life	5 years	7 years
Finite-lived intangible assets acquired	$ 4,780	$ 4,780
ClickDealer \| Customer relationships
Business Acquisition [Line Items]
Expected Useful Life	12 years	12 years
Finite-lived intangible assets acquired	$ 21,900	$ 21,900
ClickDealer \| Brand
Business Acquisition [Line Items]
Expected Useful Life	7 years	5 years
Finite-lived intangible assets acquired	$ 2,710	$ 2,710

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

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, 2022	$	18,321	$	54,554	$	4,363	$	77,238
Additions (Note 5)	2,308		2,693		—		5,001
Impairment of goodwill	—		(33,795)		—		(33,795)

Balance, June 30, 2023	$	20,629	$	23,452	$	4,363	$	48,444

Schedule of Finite-Lived Intangible Assets

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


		June 30, 2023								December 31, 2022
	Amortization Period (Years)	Gross		Impairment		Accumulated Amortization		Net		Gross		Impairment		Accumulated Amortization		Net
Technology	4 to 7	$	59,096	$	(5,951)	$	(42,489)	$	10,656	$	54,316	$	(5,933)	$	(39,411)	$	8,972
Customer relationships	4 to 15	71,323		(20,119)		(24,099)		27,105		49,423		(12,387)		(21,205)		15,831
Brand	1 to 7	14,879		(3,291)		(6,867)		4,721		12,169		(3,250)		(6,233)		2,686
Non-competition agreements	1 to 3	1,898		—		(1,882)		16		1,898		—		(1,868)		30
Total		$	147,196	$	(29,361)	$	(75,337)	$	42,498	$	117,806	$	(21,570)	$	(68,717)	$	27,519

Schedule of Finite-Lived Intangible Assets Amortization Expense

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


	2023		2024		2025		2026		2027		Thereafter
Amortization expense	$	5,005	$	9,504	$	4,990	$	4,301	$	3,687	$	15,011

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

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


	June 30, 2023		December 31, 2022
Term loan	$	220,500	$	221,625
Revolving credit facility	50,000		40,000


Total debt	270,500		261,625
Less: Unamortized debt issuance costs (1)	(4,101)		(4,802)
Debt, net	266,399		256,823
Less: Current portion of long-term debt	(2,250)		(2,250)
Long-term debt	$	264,149	$	254,573

____________________

(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. The Term Loan bears interest at our option, at either (i) adjusted LIBOR plus 5.00% or (ii) the Base Rate plus 4.00%. Since May 25, 2021 our interest rate is based on LIBOR plus 5.00%. For the three and six months ended June 30, 2023, the effective interest rate was 10.80%.

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%. Under the Revolving Facility, DMS LLC pays a 0.50% per annum commitment fee in arrears on the undrawn portion of the revolving commitments. Since May 25, 2021 our interest rate is based on LIBOR plus 5.00% . The Company drew $10.0 million on May 24, 2023. Together with the previously disclosed draws, $50.0 million is currently outstanding under the Revolving Facility. For the three and six months ended June 30, 2023, the effective interest rate was 8.18% and 7.80%, respectively.

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, 2023, the Term Loan debt discount

and debt issuance cost classified as debt had a remaining unamortized balance of $2.5 million and $1.6 million, respectively. As of December 31, 2022, the Term Loan debt discount and debt issuance cost classified as debt had a remaining unamortized balance of $3.0 million and $1.8 million, respectively. At June 30, 2023 and December 31, 2022, unamortized debt issuance costs of $0.5 million and $0.6 million, respectively, associated with the Revolving Facility is classified as Other assets within the consolidated balance sheets.

On July 3, 2023, the Term Loan and Revolving Facility were amended to transition LIBOR to the Term Secured Overnight Financing Rate (SOFR) as the basis for establishing the interest rate applicable to borrowings under the agreements. The interest rate is based on SOFR Benckmark Replacement plus 5.00% for the Term Loan and SOFR Benckmark Replacement plus 4.25% for Revolving Facility.

The Credit Facility is conditioned upon the Company’s compliance with specified covenants, including certain reporting covenants and financial covenants that, in addition to other items, require the Company to maintain a maximum net leverage ratio. As of December 31, 2022, the Company was in breach of the net leverage ratio, which it cured on March 30, 2023 through the funds received in connection with the issuance of Series A and Series B convertible Preferred stock and Warrants. As of June 30, 2023, compliance with the net leverage ratio covenant was waived in connection with entry into the First Amendment (as defined below) to the Credit Facility.

On August 16, 2023, DMS LLC and DMSH LLC, along with certain subsidiaries of the Company, entered into a First Amendment to the Credit Facility (the “First Amendment”) with the Lenders, which, among other things, modified the Credit Facility as follows:

a.allows for the payment-in-kind (“PIK”) of the quarterly interest payments due and payable on September 30, 2023 and each of the following three quarters, with all PIK interest required to be repaid no later than December 31, 2025;

b.provides that (a) if the borrower exercises the PIK option, the interest rate will be equal to SOFR+11%; (b) if interest is paid in cash during the PIK period, the rate will be equal to SOFR+8%; and (c) following the PIK period, the interest rate will be equal to SOFR+8%; provided that if the Company (1) achieves the credit rating of B3 by Moody’s and B- by S&P, and (2) has repaid the aggregate capitalized PIK interest, the interest rate will be SOFR + 6.0%;

c.if any loans under the Credit Facility remain outstanding on or after January 1, 2025, back-end PIK interest will accrue as follows: 5% for the period from January 1, 2025 through June 30, 2025; 7.5% for the period from July 1, 2025 through December 31, 2025; and 10% in calendar year 2026 until maturity;

d.eliminates the total net leverage ratio covenant for the remainder of 2023, inclusive of the second quarter of 2023, and sets the total net leverage ratio of DMSH LLC and its restricted subsidiaries starting at 15.6x and 10.6x for the first and second quarters of 2024, respectively, and varying for every quarter there after, down to 6.9x for the fourth quarter of 2025 and until maturity;

e.eliminates the right of the Borrower to undertake an equity cure to cure any breach of the total net leverage ratio covenant;

f.establishes a minimum liquidity covenant of $9 million for the remainder of 2023 and $10 million thereafter until maturity (subject to the Company’s ability to exercise an equity cure solely with respect to the liquidity covenant); and

g.modifies in certain respects the affirmative and negative covenants and the events of default in the Credit Facility, including subjecting non ordinary course investments and restricted distributions to consent of the requisite Lenders.

The amendment does not contemplate the issuance of any equity or warrants to the Company’s lenders. The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 10.1.

Debt Maturity Schedule

The scheduled maturities of our total debt are estimated as follows at June 30, 2023 (in thousands):



2023	$	1,125
2024	2,250
2025	2,250
2026	264,875



Total debt	$	270,500

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Net revenue	$ 82,551	$ 91,197	$ 172,863	$ 200,307
Cost of revenue (exclusive of depreciation and amortization)	63,343	67,784	131,384	145,624
Salaries and related costs	11,489	13,237	23,715	26,945
General and administrative expenses	12,124	12,444	24,979	23,544
Depreciation and amortization	5,872	7,173	10,955	14,233
Impairment of goodwill	33,795	0	33,795	0
Impairment of intangible assets	7,791	0	7,791	0
Acquisition costs	658	279	3,003	292
Change in fair value of contingent consideration liabilities	(90)	(55)	(77)	2,536
Loss from operations	(52,431)	(9,665)	(62,682)	(12,867)
Interest expense, net	7,045	3,817	13,743	7,502
Change in fair value of warrant liabilities	(9,829)	(1,640)	(6,065)	(3,480)
Gain on disposal of assets	(3)	0	(3)	0
Net loss before income taxes	(49,644)	(11,842)	(70,357)	(16,889)
Income tax (benefit) expense	(2,151)	45	(2,163)	355
Net loss	(47,493)	(11,887)	(68,194)	(17,244)
Net loss attributable to non-controlling interest	(18,553)	(4,905)	(26,639)	(7,121)
Net loss attributable to Digital Media Solutions, Inc.	$ (28,940)	$ (6,982)	$ (41,555)	$ (10,123)
Weighted-average Class A common shares outstanding – basic (in shares)	40,094	39,553	39,805	37,969
Weighted-average Class A common shares outstanding – diluted (in shares)	40,094	65,252	39,805	63,682
Loss per share attributable to Digital Media Solutions, Inc.:
Basic – per Class A common shares (in usd per share)	$ (1.00)	$ (0.18)	$ (1.33)	$ (0.27)
Diluted – per Class A common shares (in usd per share)	$ (1.00)	$ (0.18)	$ (1.33)	$ (0.27)

Acquisitions - Net Revenue and Net Income (Loss) Attributable to DMS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Traverse
Business Acquisition [Line Items]
Net revenue	$ 716	$ 360	$ 1,540	$ 360
Net income (loss) from operations	14	$ 70	234	$ 70
ClickDealer
Business Acquisition [Line Items]
Net revenue	17,810		17,810
Net income (loss) from operations	$ 703		$ 703

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

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

The impact of these adjustments at March 30, 2023 are as follows (in thousands):


ClickDealer	Acquisition Date Fair Value		Fair Value Mark-to-Market Changes		Revised Acquisition Date Fair Value
Goodwill	$	6,207	$	(1,206)	$	5,001
Intangible Assets:
Technology	$	5,010	$	(230)	$	4,780
Customer relationships	$	20,400	$	1,500	$	21,900
Brand	$	2,840	$	(130)	$	2,710


Contingent consideration liability	$	2,457	$	(65)	$	2,392

Working capital accounts	$	3,320	$	245	$	3,565

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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


	Expected Useful Life	Traverse		ClickDealer
		2022		2023
Cash		$	232	$	—
Goodwill		735		5,001
Technology	4 to 7	2,470		4,780
Customer relationships	4 to 12	50		21,900
Accounts receivable		276		6,959
Brand	1 to 7	60		2,710


Accounts payable		(232)		(3,561)
Other assets acquired and liabilities assumed, net (1)		7		167
Net assets and liabilities acquired		$	3,598	$	37,956

____________________

Schedule of Business Acquisitions, by Acquisition


	Three Months Ended June 30, 2023				Six Months Ended June 30, 2023
	Traverse		ClickDealer		Traverse		ClickDealer
Net revenue	$	716	$	17,810	$	1,540	$	17,810
Net income from operations	$	14	$	703	$	234	$	703


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

Schedule of Pro Forma Information


	Three Months Ended June 30, 2022
	(unaudited)
	DMS		Traverse		ClickDealer		Pro Forma
Net revenue	$	91,197	$	277	$	17,987	$	109,461
Net income from operations	$	(9,665)	$	(434)	$	2,023	$	(8,076)


	Six Months Ended June 30, 2023
	(unaudited)
	DMS		ClickDealer		Pro Forma
Net revenue	$	172,863	$	19,865	$	192,728
Net income (loss) from operations	$	(62,682)	$	1,704	$	(60,978)


	Six Months Ended June 30, 2022
	(unaudited)
	DMS		Traverse		ClickDealer		Pro Forma
Net revenue	$	200,307	$	999	$	36,537	$	237,843
Net income from operations	$	(12,867)	$	(417)	$	3,603	$	(9,681)

Leases - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Operating lease, weighted average remaining lease term (in years)	1 year 8 months 12 days		1 year 8 months 12 days
Operating lease weighted average remaining discount rate (as percent)	3.51%		3.51%
Operating lease expense	$ 400	$ 500	$ 800	$ 1,000
Operating lease, payments			1,100
Sublease income	$ 183	$ 152	362	$ 242
Gain on termination of lease			$ 400

Acquisitions - Additional Information (Details) $ / shares in Units, shares in Thousands, $ in Thousands								6 Months Ended
	Jul. 10, 2023 USD ($)	Jul. 03, 2023 USD ($)	Mar. 30, 2023 USD ($) period	Jul. 01, 2022 $ / shares shares	May 10, 2022 USD ($)	Apr. 01, 2021 USD ($) shares	Feb. 01, 2021 USD ($) shares	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Oct. 04, 2022 USD ($)
Business Acquisition [Line Items]
Estimated net working capital adjustment amount			$ 300
Net working capital adjustment amount			600
Estimated useful life (in years)								8 years
Payments to acquire business								$ 31,820	$ 2,579
Contingent consideration payable - non-current								$ 2,268		$ 0
Technology
Business Acquisition [Line Items]
Estimated useful life (in years)								6 years
Brand
Business Acquisition [Line Items]
Estimated useful life (in years)								6 years
Customer relationships
Business Acquisition [Line Items]
Estimated useful life (in years)								10 years
Non-competition agreements
Business Acquisition [Line Items]
Estimated useful life (in years)								3 years
Maximum \| Technology
Business Acquisition [Line Items]
Estimated useful life (in years)								7 years
Maximum \| Brand
Business Acquisition [Line Items]
Estimated useful life (in years)									7 years
Maximum \| Customer relationships
Business Acquisition [Line Items]
Estimated useful life (in years)									12 years
ClickDealer
Business Acquisition [Line Items]
Consideration transferred			31,800
Holdbacks transactions			3,500
Holdbacks payables transactions			$ 2,500
Holdbacks payment period (in months)			24 months
Contingent consideration liability			$ 2,392
Number of periods \| period			2
Milestone period (in years)			1 year
Milestones period (in years)			1 year
Estimated useful life (in years)								10 years
ClickDealer \| Subsequent Event
Business Acquisition [Line Items]
Holdbacks payables transactions		$ 1,000
ClickDealer \| Class A Common Stock
Business Acquisition [Line Items]
Contingent consideration liability			$ 10,000
ClickDealer \| Technology
Business Acquisition [Line Items]
Estimated useful life (in years)			5 years					7 years
ClickDealer \| Brand
Business Acquisition [Line Items]
Estimated useful life (in years)			7 years					5 years
ClickDealer \| Customer relationships
Business Acquisition [Line Items]
Estimated useful life (in years)			12 years					12 years
Traverse
Business Acquisition [Line Items]
Consideration transferred					$ 2,500
Estimated useful life (in years)								5 years
Milestone period for contingent consideration					15 months
Traverse \| Technology
Business Acquisition [Line Items]
Estimated useful life (in years)								5 years
Traverse \| Brand
Business Acquisition [Line Items]
Estimated useful life (in years)								3 years
Traverse \| Customer relationships
Business Acquisition [Line Items]
Estimated useful life (in years)								5 years
Traverse \| Non-competition agreements
Business Acquisition [Line Items]
Estimated useful life (in years)								1 year
Traverse \| Maximum
Business Acquisition [Line Items]
Contingent consideration liability					$ 500
Traverse \| Maximum \| Subsequent Event
Business Acquisition [Line Items]
Payment for contingent consideration	$ 500
Crisp Results
Business Acquisition [Line Items]
Consideration transferred						$ 40,000
Payments to acquire business						$ 20,000
Equity issued to acquiree (in shares) \| shares						1,600
Issuance of equity for AAP and Crisp Results						$ 20,000
Contingent consideration						10,000
Deferred payment						$ 5,000
Deferred payment period (in months)						18 months
Deferred payment period (in days)						20 days
Deferred acquisition consideration payable											$ 5,000
Crisp Results \| Class A Common Stock
Business Acquisition [Line Items]
Shares issued in connection with acquisition (in shares) \| shares				2,990
Sale of stock price per unit (in usd per share) \| $ / shares				$ 3.3455
AAP
Business Acquisition [Line Items]
Consideration transferred							$ 20,000
Payments to acquire business							$ 5,000
Equity issued to acquiree (in shares) \| shares							1,290
Issuance of equity for AAP and Crisp Results							$ 15,000
Contingent consideration payable - non-current							$ 15,000
Earnout period (in years)							3 years

Acquisitions - Changes in Fair Value (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Mar. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill		$ 48,444		$ 48,444		$ 77,238
Change in fair value of contingent consideration liabilities		(90)	$ (55)	(77)	$ 2,536
ClickDealer
Business Acquisition [Line Items]
Goodwill	$ 5,001	5,001		5,001
Contingent consideration liability	2,392
Working capital accounts	3,565
Goodwill, measurement period adjustment	(1,206)
Change in fair value of contingent consideration liabilities	(65)
Fair value, Working capital accounts	245
ClickDealer \| Previously Reported
Business Acquisition [Line Items]
Goodwill	6,207
Contingent consideration liability	2,457
Working capital accounts	3,320
ClickDealer \| Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	4,780	4,780		4,780
Fair value, Finite-lived intangible assets acquired	(230)
ClickDealer \| Technology \| Previously Reported
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	5,010
ClickDealer \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	21,900	21,900		21,900
Fair value, Finite-lived intangible assets acquired	1,500
ClickDealer \| Customer relationships \| Previously Reported
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	20,400
ClickDealer \| Brand
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	2,710	$ 2,710		$ 2,710
Fair value, Finite-lived intangible assets acquired	(130)
ClickDealer \| Brand \| Previously Reported
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 2,840

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Net revenue	$ 82,551	$ 91,197	$ 172,863	$ 200,307
Brand Direct \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	51,694	44,789	107,096	106,017
Marketplace \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	32,477	54,092	69,765	112,898
Technology Solutions \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	2,225	2,548	4,561	4,884
Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(3,845)	(10,232)	(8,559)	(23,492)
Customer acquisition
Disaggregation of Revenue [Line Items]
Net revenue	79,057	86,984	165,650	192,149
Customer acquisition \| Brand Direct \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	50,425	43,124	104,444	102,743
Customer acquisition \| Marketplace \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	32,477	54,092	69,765	112,898
Customer acquisition \| Technology Solutions \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Customer acquisition \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(3,845)	(10,232)	(8,559)	(23,492)
Managed services
Disaggregation of Revenue [Line Items]
Net revenue	2,026	3,068	4,162	6,187
Managed services \| Brand Direct \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	1,269	1,665	2,652	3,274
Managed services \| Marketplace \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Managed services \| Technology Solutions \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	757	1,403	1,510	2,913
Managed services \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Software services
Disaggregation of Revenue [Line Items]
Net revenue	1,468	1,145	3,051	1,971
Software services \| Brand Direct \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Software services \| Marketplace \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Software services \| Technology Solutions \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	1,468	1,145	3,051	1,971
Software services \| Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	$ 0	$ 0	$ 0	$ 0

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value Measurement Inputs and Valuation Techniques

The significant assumptions were as follows:


	June 30, 2023

Preferred Warrants Fair Value Per Share	$	0.22
Preferred Warrant valuation inputs:
Stock price - DMS Inc. Class A Common Stock	$	0.33

Remaining contractual term in years	4.75
Estimated volatility	100.0		%
Dividend yield	0.0		%
Risk free interest rate	4.13		%

The significant assumptions were as follows:


	June 30, 2023
Private Placement Warrants Fair Value Per Share	$	0.01
Private Placement Warrant valuation inputs:
Stock price - DMS Inc. Class A Common Stock	$	0.33

Remaining contractual term in years	2.04
Estimated volatility	100.0		%
Dividend yield	0.0		%
Risk free interest rate	4.80		%

The following table presents the contingent consideration assumptions.


	Aimtell / PushPros
Revenue Volatility	25	%
Iteration (actual)	100,000
Risk adjustment discount rate	11.75	%
Risk free / Credit risk	12.00	%
Days from period end to payment	90











	ClickDealer
Revenue Volatility	50	%
Iteration (actual)	100,000
Risk Adjustment Discount Rate	25.75	%
Risk free / Credit risk	12.00	%
Days from period end to payment	90

Schedule of 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, 2023
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Liabilities:
Private placement warrants - Class B common stock	Warrant liabilities	$	—	$	—	$	24	$	24
Preferred warrants - Series A preferred stock	Warrant liabilities	—		—		1,816		1,816
Preferred warrants - Series B preferred stock	Warrant liabilities	—		—		1,362		1,362

Contingent consideration - Aramis	Contingent consideration payable - current	—		—		1,000		1,000
Contingent consideration - Traverse	Contingent consideration payable - current	—		—		500		500
Contingent consideration - ClickDealer	Contingent consideration payable - non-current	—		—		2,268		2,268
Total		$	—	$	—	$	6,970	$	6,970


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

Schedule of Change in the Warrant Liability and Contingent Consideration

The following tables represent the change in the warrant liability and contingent consideration (in thousands):


	Private Placement Warrants		Series A and B Preferred Warrants		Contingent Consideration
Balance, March 31, 2023	$	320	$	12,711	$	3,923

Changes in fair value	(296)		(9,533)		(90)

Other (1)	—		—		(65)
Balance, June 30, 2023	$	24	$	3,178	3,768

____________________

(1)Relates to the revision of the initial fair value of the ClickDealer contingent consideration. See Note 5. Acquisitions.


	Private Placement Warrants		Contingent Consideration
Balance, March 31, 2022	$	2,120	$	11,030
Additions	—		428
Changes in fair value	(1,640)		(55)

Balance, June 30, 2022	$	480	$	11,403


	Private Placement Warrants		Series A and B Preferred Warrants		Contingent Consideration
Balance, December 31, 2022	$	600	$	—	$	1,453
Additions	—		8,667		2,457
Changes in fair value	(576)		(5,489)		(77)

Other (1)	—		—		(65)
Balance, June 30, 2023	$	24	$	3,178	$	3,768

____________________

(1)Relates to the revision of the initial fair value of the ClickDealer contingent consideration. See Note 5. Acquisitions.


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

Balance, June 30, 2022	$	480	$	11,403

Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance			$ 77,238
Additions (Note 5)			5,001
Impairment of goodwill	$ (33,795)	$ 0	(33,795)	$ 0
Goodwill, ending balance	48,444		48,444
Brand Direct \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance			18,321
Additions (Note 5)			2,308
Impairment of goodwill			0
Goodwill, ending balance	20,629		20,629
Marketplace \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance			54,554
Additions (Note 5)			2,693
Impairment of goodwill			(33,795)
Goodwill, ending balance	23,452		23,452
Technology Solutions \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance			4,363
Additions (Note 5)			0
Impairment of goodwill			0
Goodwill, ending balance	$ 4,363		$ 4,363

- Definition

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.

+ References + Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 25,212	$ 48,839
Accounts receivable, net of allowances of $3,942 and $4,656, respectively	37,766	48,109
Prepaid and other current assets	2,005	3,296
Income tax receivable	2,193	1,966
Total current assets	67,176	102,210
Property and equipment, net	16,513	17,702
Operating lease right-of-use assets, net	1,234	2,187
Goodwill	48,444	77,238
Intangible assets, net	42,498	27,519
Deferred tax assets	1,367	0
Other assets	680	765
Total assets	177,912	227,621
Current liabilities:
Accounts payable	36,494	39,908
Accrued expenses and other current liabilities	8,864	7,101
Current portion of long-term debt	2,250	2,250
Tax Receivable Agreement liability	164	164
Operating lease liabilities - current	2,113	2,175
Contingent consideration payable - current	1,500	1,453
Total current liabilities	51,385	53,051
Long-term debt	264,149	254,573
Deferred tax liabilities	375	1,112
Operating lease liabilities - non-current	1,211	2,232
Warrant liabilities	3,202	600
Contingent consideration payable - non-current	2,268	0
Total liabilities	322,590	311,568
#REF!	16,334	0
Stockholders' deficit:
Additional paid-in capital	(9,766)	(14,054)
Treasury stock, at cost, 138 and 0 shares, respectively	(211)	(181)
Cumulative deficit	(85,792)	(32,896)
Total stockholders' deficit	(95,762)	(47,124)
Non-controlling interest	(65,250)	(36,823)
Total deficit	(161,012)	(83,947)
Total liabilities, preferred stock and stockholders' deficit	177,912	227,621
Class A Common Stock
Stockholders' deficit:
Common stock	4	4
Class B Common Stock
Stockholders' deficit:
Common stock	3	3
Class C common stock
Stockholders' deficit:
Common stock	$ 0	$ 0

Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

LeasesThe following table summarizes the maturities of undiscounted cash flows of operating lease liabilities reconciled to total lease liability as of June 30, 2023 (in thousands):


	Lease Amounts
2023	$	1,130
2024	1,751
2025	546
Total	3,427
Less: Imputed interest	(103)
Present value of operating lease liabilities	$	3,324

As of June 30, 2023, the operating lease weighted average remaining lease term is 1.7 years and the operating lease weighted average remaining discount rate is 3.51%.

The discount rate for each lease represents the incremental borrowing rate that the Company would incur at commencement of the lease to borrow on a collateralized basis over a similar term and amount equal to lease payments in a similar economic environment.

The following table represents the Company’s aggregate lease costs, by lease classification (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,
Category	Statement of Operations Location	2023		2022		2023		2022
Operating lease costs	General and administrative expenses	$	297	$	130	$	582	$	389
Short-term lease costs	General and administrative expenses	38		39		191		91
Sub-lease income	General and administrative expenses	(183)		(152)		(362)		(242)
Total lease costs, net		$	152	$	17	$	411	$	238

The rental expense for the three and six months ended June 30, 2023 was $0.4 million and $0.8 million, respectively, and for the three and six months ended June 30, 2022 was $0.5 million and $1.0 million, respectively. As of June 30, 2023 the cash paid for amounts included in the measurement of operating leases was $1.1 million. As part of the Company’s restructuring costs reduction plan, the Company subleased a certain portion of its leased office space. Income from the sublease was $0.2 million and $0.4 million for the three and six months ended June 30, 2023, respectively, and $0.2 million and $0.2 million for the three and six months ended June 30, 2022, respectively, which is included within General and administrative expenses in the consolidated statements of operations. As of June 30, 2023 the AAP Lease located at 1245 East Main Street, Annville, PA 17003 was terminated under favorable terms, with a total lease termination credit and right of use asset impairment of $0.4 million, which is included within General and administrative expenses in the consolidated statements of operations.

Fair Value Measurements - Inputs and Valuations (Details)	Jun. 30, 2023 $ / shares yr
Private Placement Warrants Fair Value Per Share
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.01
Private Placement Warrants Fair Value Per Share \| Series A and B Preferred Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.22
Stock price - DMS Inc. Class A Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.33
Stock price - DMS Inc. Class A Common Stock \| Series A and B Preferred Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.33
Remaining contractual term in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs \| yr	2.04
Remaining contractual term in years \| Series A and B Preferred Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs \| yr	4.75
Estimated volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	1.000
Estimated volatility \| Series A and B Preferred Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	1.000
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.000
Dividend yield \| Series A and B Preferred Warrants
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	0.0480
Risk free interest rate \| Series A and B Preferred Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.0413

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Income Tax Examination [Line Items]
Income tax (benefit) expense	$ (2,151)	$ 45	$ (2,163)	$ 355
Effective tax rate (as percent)	24.50%	24.80%	24.50%	26.40%
Amount required to be paid to sellers (as percent)	85.00%		85.00%
Refund of preclosing taxes to be paid to Sellers (as percent)	100.00%		100.00%
Refund of preclosing taxes to be paid to Sellers, period after closing (in years)	2 years
Current tax receivable agreement	$ 164		$ 164		$ 164
DMSH \| DMSH
Income Tax Examination [Line Items]
Equity method investment, ownership percentage	60.90%		60.90%

Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
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 60.9% 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 39.1% 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 2022 Form 10-K/A.
Non-controlling Interest	Non-controlling InterestThe non-controlling interest represents the membership interest in DMSH held by holders other than the Company.
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 preferred warrants, private placement warrants, the allowance for credit losses, 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 Recently Adopted 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. The Company adopted this guidance effective January 1, 2023, which was not material to the consolidated financial statements for the three and six months ended June 30, 2023. Accounting Standards Not Yet Adopted The Company qualifies as an “emerging growth company” and has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.
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.

Debt - Maturities of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2023	$ 1,125
2024	2,250
2025	2,250
2026	264,875
Total debt	$ 270,500	$ 261,625

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator:
Net loss	$	(47,493)	$	(11,887)	$	(68,194)	$	(17,244)

Net loss attributable to non-controlling interest	(18,553)		$	(4,905)	(26,639)		(7,121)
Accretion and dividend Series A and B convertible redeemable preferred stock	(11,341)		$	—	(11,341)		—
Net loss attributable to Digital Media Solutions, Inc. - Class A common stock - basic	$	(40,281)	$	(6,982)	$	(52,896)	$	(10,123)

Add: Income effects of Class B convertible common stock	$	—	$	(4,903)	$	—	$	(7,116)

Net loss attributable to Digital Media Solutions, Inc. - Class A common stock - diluted	$	(40,281)	$	(11,885)	$	(52,896)	$	(17,239)

Denominator:
Weighted-average Class A common shares outstanding – basic	40,094		39,553		39,805		37,969
Add: dilutive effects of Class B convertible common stock	—		25,699		—		25,713




Weighted-average Class A common shares outstanding – diluted	40,094		65,252		39,805		63,682

Net loss per common share:
Basic – per Class A common shares	$	(1.00)	$	(0.18)	$	(1.33)	$	(0.27)
Diluted – per Class A common shares	$	(1.00)	$	(0.18)	$	(1.33)	$	(0.27)

Debt - Long-term Debt Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt	$ 270,500	$ 261,625
Less: Unamortized debt issuance costs	(4,101)	(4,802)
Debt, net	266,399	256,823
Less: Current portion of long-term debt	(2,250)	(2,250)
Long-term debt	264,149	254,573
Term loan
Debt Instrument [Line Items]
Total debt	220,500	221,625
Revolving credit facility
Debt Instrument [Line Items]
Total debt	$ 50,000	$ 40,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

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

+ References + Details

Equity	6 Months Ended
Equity	Jun. 30, 2023
Equity [Abstract]
Equity	Equity Preferred Stock The Board has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series, and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the DGCL. The issuance of Preferred Stock of the Company could have the effect of decreasing the trading price of Company Common Stock, restricting dividends on the capital stock of the Company, diluting the voting power of the Company Common Stock, impairing the liquidation rights of the capital stock of the Company, or delaying or preventing a change in control of the Company. The Company is authorized to issue 100,000,000 preferred shares with such designations, voting, and other rights and preferences as may be determined from time to time by the Board (of which 140,000 preferred shares have been issued). March 2023 Offering On March 29, 2023, the Company entered into a Securities Purchase Agreement with certain investors, pursuant to which the Company sold (i) 80,000 shares of Series A Preferred Stock accompanied with warrants to purchase 8,253,968 Class A Common Stock (“Series A Warrant”) and (ii) 60,000 shares of Series B Preferred Stock accompanied with warrants to purchase 6,190,476 shares of Class A Common Stock (“Series B Warrants”). One share of Series A Preferred Stock with the accompanying warrants (“Series A Unit”) and one share of Series B Preferred Stock with the accompanying warrants (“Series B Unit”) were sold at $100 per unit. Although the Preferred Stock are mandatorily redeemable, the Preferred Stock have a substantive conversion feature; and therefore, are not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity. However, as the Preferred Stock are mandatorily redeemable, redeemable in certain circumstances at the option of the holder, and redeemable in certain circumstances upon the occurrence of an event that is not solely within the Company’s control, the Company has classified the Preferred Stock as mezzanine equity in the consolidated balance sheets. The Company measures the Preferred Stock at its maximum redemption value plus dividends not currently declared or paid but which will be payable upon redemption. On June 15, 2023 the Company remeasured the Preferred Stock following the accretion method, which resulted in the Preferred Stock being measured at its maximum redemption value of $16.3 million and accretion of $11.3 million, included in Cumulative Deficit on the consolidated balance sheets as of June 30, 2023. The fair value of the preferred stock at issuance was recognized using the discount method, which accounts for the 11% discount of the stated value and a pro-rata allocation of the proceeds between the preferred shares and the warrants, less a pro-rata amount of the transaction costs. Dividend Rights The holders of the Preferred Stock are entitled to cumulative dividends at a 4.0% rate, which is accrued and compounded annually whether or not declared. These dividends are payable in cash or Class A Common Stock upon conversion or redemption of the underlying preferred stock. Additionally, the holders are also entitled to participate in dividends declared or paid on Class A Common Stock on an as-converted basis. Conversion Rights Each holder has the right, at its option, to convert its Preferred Stock into Class A Common Stock at either, at the option of the holder, (1) the Conversion Price, which is equal to $0.56 per share or (2) the Alternate Conversion Price, which is equal to the lesser of (i) 90% of the arithmetic average of the three lowest daily VWAPs (as defined in the Securities Purchase Agreement) of the 20 trading days prior to the applicable conversion date or (ii) 90% of the VWAP of the trading day prior to the applicable conversion date. Both the Conversion Price and the Alternate Conversion Price are subject to a floor price of $0.484 (“Floor Price”). However, for the Series A Preferred Stock only, if redemption of the Series A Preferred Stock is accelerated by either the Company or the holder (see the Accelerated Redemption provisions defined below), (i) any cash payment required to be made is not made, and (ii) the existing investors have defaulted under their obligations to purchase the Series A pursuant to the terms of a side letter, then the Floor Price shall be $0.161. The Conversion Price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, subdivisions, combinations, recapitalization, or similar events, and subject to price-based adjustment in the event of any issuances of Class A Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). Additionally, the Conversion Price is subject to adjustment for any increase or decrease to the exercise price or conversion price to any outstanding options or convertible securities the Company has issued. The Company determined that the nature of the Preferred Stock was more akin to an equity instrument than a debt instrument because the Preferred Stock are subject to a substantive Conversion Option that is in-the-money and the Company has the ultimate authority to settle redemption of the Preferred Warrants upon the Mandatory Redemption or Accelerated Redemption (all defined below) by issuing shares of Class A Common Stock rather than paying cash. Further, such potential share settlement will be at the lower of the Conversion Price or based on the Company’s VWAP allowing for the holder to be exposed to the risks and returns of the underlying Class A Common Stock. Accordingly, the economic characteristics and risks of the embedded option to convert the Preferred Stock at the Conversion Price (the “Conversion Option”) was clearly and closely related to the host contract. As such, the Conversion Option was not required to be bifurcated from the host under ASC 815, Derivatives and Hedging. Redemption Rights In addition to the share-settled redemption feature discussed above in the Conversion Rights section (e.g., conversion of the Preferred Stock at the Alternate Conversion Price), the Preferred Warrants are subject to several redemption features. Mandatory Redemption – On and after June 29, 2023, the Preferred Stock are required to redeem 1/10th of the number of the issued shares of Preferred Stock on a monthly basis (“Installments”). The redemption price is paid, at the option of the Company: (i) in cash at an amount that is approximately 104% of the stated value of $111.11 per share plus all accrued and unpaid dividends and any other amounts due (the “Mandatory Redemption Price”), (ii) in a variable number shares of Class A Common Stock based on a share price equal to the lesser of (1) the prevailing Conversion Price, (2) 90% of the arithmetic average of the three lowest daily VWAPs of the 20 Trading Days prior to the applicable mandatory redemption date, or (3) 90% of the VWAP of the trading day prior to the applicable mandatory redemption date, provided that such share price used will not be below the Floor Price, or (iii) in a combination thereof. Installments may be deferred or reallocated to other dates at the Preferred Stockholders’ discretion. Accelerated Redemption – The holders of the Preferred Stock have the right to require redemption of all or any part of the Preferred Stock at any time on or after June 15, 2023. Additionally, the Company has the option to elect redemption of all Series A shares at any time on or after June 15, 2023. The redemption price, as elected by the holder, is paid in either (i) the Mandatory Redemption Price in cash, (ii) in a variable number of shares of Common Stock based on a share price equal to the lesser of (1) the prevailing Conversion Price, (2) 90% of the arithmetic average of the three lowest daily VWAPs of the 20 Trading Days prior to the applicable accelerated redemption date or (3) 90% of the VWAP of the trading day prior to the applicable accelerated redemption date, provided that such share price used will not be below the Floor Price, or (iii) a combination thereof. Triggered Optional Redemption – If the Company closes a debt or equity financing, then each holder has the right to require the Company to use 30% of the proceeds from the financing to repurchase a pro rata portion of that holder's Preferred Stock in cash at the Mandatory Redemption Price. Default Redemption – Upon certain default events in which the Company defaults on its covenants, promises, or obligations under the Securities Purchase Agreement or defaults on any of its other obligations, the holder has the option to redeem the Preferred Stock for a cash amount equal to 115% of the Mandatory Redemption Price. Bankruptcy Redemption – If the Company is subject to a bankruptcy event, then the Company is required to immediately redeem the outstanding Preferred Stock for cash. The redemption price paid shall equal 115% of the Mandatory Redemption Price. Change of Control Redemption – Upon change of control events (as defined in the Securities Purchase Agreement), the holders have the option to require the Company to redeem the Preferred Stock for cash. The redemption price paid shall equal the greater of (i) the product of 115% multiplied by the Mandatory Redemption Price and (ii) the prevailing Conversion Price plus all accrued but unpaid dividends. If upon an Accelerated Redemption, Triggered Optional Redemption, or Default Redemption, any cash payment required to be made is not made, then the holder can elect to retain its shares of Preferred Warrants that have not been redeemed for cash and sell the shares of Preferred Stock to a third party. Additionally, if such an election is not made by the holder, the Company has the authority to pay to the holder the unpaid cash redemption payment in duly authorized, validly issued, fully paid and non-assessable shares of Class A Common Stock. On July 3, 2023, a non-controlling interest holder redeemed 617,400 Class B Common Stock in exchange for Class A Common Stock on a one-for-one basis. As noted above, the Company determined that the nature of the Preferred Stock were more akin to an equity instrument than a debt instrument. The Company determined that the economic characteristics and risks of the embedded redemption features discussed above were not clearly and closely related to the host contract. However, the Company assessed these items further and determined they did not meet the definition of a derivative under ASC 815, Derivatives and Hedging. Liquidation Rights Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), prior and in preference to the common stock and the Series B Preferred Stock, the holders of Series A Preferred Stock are entitled to receive out of the assets available for distribution to stockholders an amount equal in cash to 115% of the stated value of $111.11 per share plus all accrued and unpaid dividends and any other amounts due. After the payment of all preferential amounts required to be paid to the Series A holders, the Series B holders shall be entitled to receive out of the assets available for distribution to stockholders an amount equal in cash to 115% of the stated value of $111.11 per share purchase price plus all accrued and unpaid dividends and any other amounts due. Voting Rights Holders of the Preferred Stock are entitled to vote with the holders of the ordinary shareholders on an as-converted basis. Holders of the Preferred Stock are entitled to a separate class vote with respect to (i) altering or changing the powers, preferences, or rights of the Preferred Stock so as to affect them adversely, (ii) amending the Certificate of Incorporation or other charter documents in a manner adverse to the holders, (iii) increasing the number of authorized shares of Preferred Stock, or (iv) entering into any agreement with respect to any of the foregoing. Redemptions

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Debt - Additional Information (Details) - USD ($) $ in Thousands				3 Months Ended	6 Months Ended	25 Months Ended
	Jul. 03, 2023	May 24, 2023	May 25, 2021	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2023	Mar. 29, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Debt instrument, face amount							$ 14,000
Effective interest rate (as percent)					10.80%
Unamortized debt issuance costs				$ 4,101	$ 4,101	$ 4,101		$ 4,802
Line of Credit \| Revolving credit facility
Debt Instrument [Line Items]
Senior secured revolving credit facility				$ 50,000	$ 50,000	50,000
Effective interest rate (as percent)				8.18%	7.80%
Amount withdrawn		$ 10,000
Senior Secured Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Debt term (in years)			5 years
Senior secured revolving credit facility			$ 275,000
Discount amount			4,200	$ 2,500	$ 2,500	2,500		3,000
Debt issuance costs, before amortization			3,500
Unamortized debt issuance costs				$ 1,600	$ 1,600	$ 1,600		1,800
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 (as percent)			1.00%
Effective interest rate (as percent)				10.80%
Senior Secured Credit Facility \| Line of Credit \| Secured Debt \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate (as percent)					5.00%	5.00%
Senior Secured Credit Facility \| Line of Credit \| Secured Debt \| Base Rate
Debt Instrument [Line Items]
Variable rate (as percent)				4.00%
Senior Secured Credit Facility \| Line of Credit \| Secured Debt \| Secured Overnight Financing Rate \| Subsequent Event
Debt Instrument [Line Items]
Variable rate (as percent)	5.00%
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 (as percent)			0.50%
Unamortized debt issuance costs				$ 500	$ 500	$ 500		$ 600
Senior Secured Credit Facility \| Line of Credit \| Revolving credit facility \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate (as percent)			4.25%
Alternate base rate (as percent)			1.00%
Senior Secured Credit Facility \| Line of Credit \| Revolving credit facility \| Base Rate
Debt Instrument [Line Items]
Variable rate (as percent)			3.25%
Stated rate (as percent)				1.75%	1.75%	1.75%
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 (as percent)			0.50%
Senior Secured Credit Facility \| Line of Credit \| Revolving credit facility \| Secured Overnight Financing Rate \| Subsequent Event
Debt Instrument [Line Items]
Variable rate (as percent)	4.25%

Goodwill and Intangible Assets - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross	$ 147,196	$ 117,806
Impairment	(29,361)	(21,570)
Accumulated Amortization	(75,337)	(68,717)
Net	42,498	27,519
Technology
Finite-Lived Intangible Assets [Line Items]
Gross	59,096	54,316
Impairment	(5,951)	(5,933)
Accumulated Amortization	(42,489)	(39,411)
Net	$ 10,656	$ 8,972
Technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	4 years
Technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	7 years	7 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross	$ 71,323	$ 49,423
Impairment	(20,119)	(12,387)
Accumulated Amortization	(24,099)	(21,205)
Net	$ 27,105	$ 15,831
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	4 years	4 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	15 years	15 years
Brand
Finite-Lived Intangible Assets [Line Items]
Gross	$ 14,879	$ 12,169
Impairment	(3,291)	(3,250)
Accumulated Amortization	(6,867)	(6,233)
Net	$ 4,721	$ 2,686
Brand \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	1 year	1 year
Brand \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	7 years	7 years
Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Gross	$ 1,898	$ 1,898
Impairment	0	0
Accumulated Amortization	(1,882)	(1,868)
Net	$ 16	$ 30
Non-competition agreements \| Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	1 year	1 year
Non-competition agreements \| Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	3 years	3 years

Reportable Segments

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Reportable Segments

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net revenue	$	82,551	$	91,197	$	172,863	$	200,307
Brand Direct	51,694		44,789		107,096		106,017
Marketplace	32,477		54,092		69,765		112,898
Technology Solutions	2,225		2,548		4,561		4,884
Intercompany eliminations	(3,845)		(10,232)		(8,559)		(23,492)
Cost of revenue (exclusive of depreciation and amortization)	63,343		67,784		131,384		145,624
Brand Direct	41,231		36,137		84,046		84,591
Marketplace	25,447		41,463		54,785		83,843
Technology Solutions	510		416		1,112		682
Intercompany eliminations	(3,845)		(10,232)		(8,559)		(23,492)
Gross profit (exclusive of depreciation and amortization)	19,208		23,413		41,479		54,683
Brand Direct	10,463		8,652		23,050		21,426
Marketplace	7,030		12,629		14,980		29,055
Technology Solutions	1,715		2,132		3,449		4,202
Salaries and related costs	11,489		13,237		23,715		26,945
General and administrative expenses	12,124		12,444		24,979		23,544
Depreciation and amortization	5,872		7,173		10,955		14,233
Impairment of goodwill	33,795		—		33,795		—
Impairment of intangible assets	7,791		—		7,791		—
Acquisition costs	658		279		3,003		292
Change in fair value of contingent consideration liabilities	(90)		(55)		(77)		2,536
Loss from operations	$	(52,431)	$	(9,665)	$	(62,682)	$	(12,867)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Revenue (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

Disaggregation of Revenue

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


	Three Months Ended June 30, 2023
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	50,425	$	32,477	$	—	$	(3,845)	$	79,057
Managed services	1,269		—		757		—		2,026
Software services	—		—		1,468		—		1,468
Total Net revenue	$	51,694	$	32,477	$	2,225	$	(3,845)	$	82,551


	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


	Six Months Ended June 30, 2023
	Brand Direct		Marketplace		Technology Solutions		Intercompany eliminations		Total
Net revenue:
Customer acquisition	$	104,444	$	69,765	$	—	$	(8,559)	$	165,650
Managed services	2,652		—		1,510		—		4,162
Software services	—		—		3,051		—		3,051
Total Net revenue	$	107,096	$	69,765	$	4,561	$	(8,559)	$	172,863


	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

Schedule of Allowance for Credit Loss

The activity in the Allowance for credit losses is as follows (in thousands):


Balance, December 31, 2022	$	4,656
Additions charged to expense	1,309
Deductions/write-offs	(2,064)
ASU 2016-13 (Topic 326) adjustment	41
Balance, June 30, 2023	$	3,942

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Accumulated impairments	$ 33.8		$ 33.8		$ 0.0
Weighted average useful life (in years)			8 years
Amortization of intangible assets	3.7	$ 5.0	$ 6.6	$ 10.0
Impairment of intangible assets	$ 7.8		$ 7.8
Technology
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life (in years)			6 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life (in years)			10 years
Brand
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life (in years)			6 years
Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life (in years)			3 years

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal proceedings In the ordinary course of business, we are involved from time to time in various claims and legal actions incident to our operations, both as a plaintiff and defendant. In the opinion of management, after consulting with legal counsel, none of these other claims are currently expected to have a material adverse effect on the results of operations, financial position or cash flows. We intend to vigorously defend ourselves in these matters. On October 28, 2022, the Company received notice from the Office of the Ohio Attorney General (“OH OAG”) that it was reviewing certain of DMS’s business practices pursuant to its authority under the Consumer Sales Practices Act, Ohio Revised Code Section 1345.06, and the Telephone Solicitation Sales Act, Ohio Revised Code Sections 4719.11; 109.87(C). While the Company believes that its practices are in compliance with applicable law, the Company and the OH OAG have entered into discussions regarding the terms of a potential resolution to the OH AG's review. It is uncertain whether a mutually acceptable resolution can be reached and the terms thereof, and, accordingly, the Company is unable to predict the impact of any such resolution to the Company’s business operations or financial results.

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Schedule of Operating Lease Maturity

The following table summarizes the maturities of undiscounted cash flows of operating lease liabilities reconciled to total lease liability as of June 30, 2023 (in thousands):


	Lease Amounts
2023	$	1,130
2024	1,751
2025	546
Total	3,427
Less: Imputed interest	(103)
Present value of operating lease liabilities	$	3,324

Schedule of Operating Leases Cost

The following table represents the Company’s aggregate lease costs, by lease classification (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,
Category	Statement of Operations Location	2023		2022		2023		2022
Operating lease costs	General and administrative expenses	$	297	$	130	$	582	$	389
Short-term lease costs	General and administrative expenses	38		39		191		91
Sub-lease income	General and administrative expenses	(183)		(152)		(362)		(242)
Total lease costs, net		$	152	$	17	$	411	$	238

Consolidated Statements of Changes in Preferred Stock and Stockholders’ Deficit - USD ($)
shares in Thousands, $ in Thousands

Total

Smarter Chaos

Series A Preferred Stock

Series B Preferred Stock

Class A Common Stock

Total Stockholders' Deficit

Series A Preferred Stock

Total Stockholders' Deficit

Series B Preferred Stock

Preferred Stock

Series A Preferred Stock

Preferred Stock

Series B Preferred Stock

Common Stock

Class A Common Stock

Common Stock

Class A Common Stock

Smarter Chaos

Common Stock

Class B Common Stock

Additional Paid-in Capital

Treasury Stock

Cumulative Deficit

Series A Preferred Stock

Cumulative Deficit

Series B Preferred Stock

Non- controlling Interest

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

36,226

25,699

Beginning balance at Dec. 31, 2021

$ (47,818)

$ (26,177)

$ 3

$ (25,239)

$ (944)

$ (21,641)

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

Net loss

(17,244)

(10,123)

(7,121)

SmarterChaos DMSH units redeemed and issued to Class A Common Stock (in shares)

^[1]

153

SmarterChaos DMSH units redeemed and issued to Class A Common Stock

^[1]

$ 0

Stock-based compensation

4,116

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

185

Distributions to non-controlling interest holders

^[2]

(573)

Impact of transactions affecting non-controlling interest

^[3]

(1,183)

1,183

Ending balance (in shares) at Jun. 30, 2022

36,564

25,699

Ending balance (in shares) (Change In Percent Calculation) at Jun. 30, 2022

36,564

25,699

Ending balance at Jun. 30, 2022

(61,519)

(33,367)

$ 3

(22,313)

(11,060)

(28,152)

Ending balance (Change In Percent Calculation) at Jun. 30, 2022

(61,519)

(33,367)

$ 3

(22,306)

(11,067)

(28,152)

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

36,394

25,699

Beginning balance at Mar. 31, 2022

(51,806)

(27,826)

$ 3

(23,754)

(4,078)

(23,980)

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

Net loss

(11,887)

(6,982)

(4,905)

Stock-based compensation

2,174

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

170

Impact of transactions affecting non-controlling interest

^[4]

(733)

733

Ending balance (in shares) at Jun. 30, 2022

36,564

25,699

Ending balance (in shares) (Change In Percent Calculation) at Jun. 30, 2022

36,564

25,699

Ending balance at Jun. 30, 2022

(61,519)

(33,367)

$ 3

(22,313)

(11,060)

(28,152)

Ending balance (Change In Percent Calculation) at Jun. 30, 2022

(61,519)

(33,367)

$ 3

(22,306)

(11,067)

(28,152)

Preferred stock, beginning balance (in shares) at Dec. 31, 2022

^[5]

Increase (Decrease) in Temporary Equity [Roll Forward]

Convertible redeemable preferred stock (in shares)

140

^[5]

Convertible redeemable preferred stock, value

^[5]

$ 9,244

$ 6,934

Preferred stock dividends

^[6]

$ 89

$ 67

Preferred stock, ending balance (in shares) at Jun. 30, 2023

140

^[7]

Preferred stock, ending balance (in shares) (Change In Percent Calculation) at Jun. 30, 2023

^[5]

140

Beginning balance (in shares) at Dec. 31, 2022

39,957

25,699

Beginning balance at Dec. 31, 2022

(83,947)

(47,124)

$ 0

^[5]

$ 4

$ 3

(14,054)

$ (181)

(32,896)

(36,823)

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

Net loss

(68,194)

(41,555)

(26,639)

Stock-based compensation

2,500

Accretion of convertible redeemable preferred stock

$ (6,391)

$ (4,794)

$ (6,391)

$ (4,794)

$ (6,391)

$ (4,794)

Preferred stock dividends

^[6]

(89)

(67)

(89)

(67)

(89)

(67)

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

178

Treasury shares purchased under the 2020 Omnibus Incentive Plan (in shares)

(41)

Treasury stock purchased under the 2020 Omnibus Incentive Plan

(30)

Impact of transactions affecting non-controlling interest

^[8]

$ 0

1,788

(1,788)

Ending balance (in shares) at Jun. 30, 2023

25,699

40,094

25,699

Ending balance (in shares) (Change In Percent Calculation) at Jun. 30, 2023

40,094

25,699

Ending balance at Jun. 30, 2023

$ (161,012)

(95,762)

16,334

^[7]

$ 4

$ 3

(9,783)

(211)

(85,775)

(65,250)

Ending balance (Change In Percent Calculation) at Jun. 30, 2023

(161,012)

(95,762)

$ 16,334

^[5]

$ 4

$ 3

(9,766)

(211)

(85,792)

(65,250)

Preferred stock, beginning balance (in shares) at Mar. 31, 2023

^[7]

140

Increase (Decrease) in Temporary Equity [Roll Forward]

Convertible redeemable preferred stock, value

^[7]

$ 6,391

$ 4,794

Preferred stock dividends

^[6],[7]

$ 89

$ 67

Preferred stock, ending balance (in shares) at Jun. 30, 2023

140

^[7]

Preferred stock, ending balance (in shares) (Change In Percent Calculation) at Jun. 30, 2023

^[5]

140

Beginning balance (in shares) at Mar. 31, 2023

39,957

25,699

Beginning balance at Mar. 31, 2023

(103,269)

(62,282)

$ 4,993

^[7]

$ 4

$ 3

(16,614)

(181)

(45,494)

(40,987)

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

Net loss

(47,493)

(28,940)

(18,553)

Stock-based compensation

1,121

Accretion of convertible redeemable preferred stock

(6,391)

(4,794)

(6,391)

(4,794)

(6,391)

(4,794)

Preferred stock dividends

^[6]

$ (89)

$ (67)

$ (89)

$ (67)

$ (89)

$ (67)

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

178

Treasury shares purchased under the 2020 Omnibus Incentive Plan (in shares)

(41)

Treasury stock purchased under the 2020 Omnibus Incentive Plan

(30)

Impact of transactions affecting non-controlling interest

^[9]

$ 0

5,710

(5,710)

Ending balance (in shares) at Jun. 30, 2023

25,699

40,094

25,699

Ending balance (in shares) (Change In Percent Calculation) at Jun. 30, 2023

40,094

25,699

Ending balance at Jun. 30, 2023

$ (161,012)

(95,762)

16,334

^[7]

$ 4

$ 3

(9,783)

(211)

(85,775)

(65,250)

Ending balance (Change In Percent Calculation) at Jun. 30, 2023

$ (161,012)

$ (95,762)

$ 16,334

^[5]

$ 4

$ 3

$ (9,766)

$ (211)

$ (85,792)

$ (65,250)

[1]	On June 30, 2021, the sellers of SmarterChaos redeemed approximately one-half of their non-controlling interest held through DMSH Units in exchange for Class A Common Stock in DMS Inc. The non-controlling interest held by the sellers of SmarterChaos did not include related Class B Common Stock to be retired upon redemption.
[2]	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.
[3]	Includes costs associated with the issuance of equity shares.
[4]	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.
[5]	See Note 8. Fair Value Measurements and Note 9. Equity.(2)Represents Series A and Series B preferred stock dividends, which have not been paid.
[6]	Represents Series A and Series B preferred stock dividends, which have not been paid.
[7]	See Note 8. Fair Value Measurements and Note 9. Equity.
[8]	The carrying amount of non-controlling interest was adjusted to reflect the change in ownership interest caused by shares issued in connection with the shares issued under the 2020 Omnibus Incentive Plan.
[9]	The carrying amount of non-controlling interest was adjusted to reflect the change in ownership interest caused by shares issued in connection with the shares issued under the 2020 Omnibus Incentive Plan.

Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

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


	June 30, 2023		December 31, 2022
Term loan	$	220,500	$	221,625
Revolving credit facility	50,000		40,000


Total debt	270,500		261,625
Less: Unamortized debt issuance costs (1)	(4,101)		(4,802)
Debt, net	266,399		256,823
Less: Current portion of long-term debt	(2,250)		(2,250)
Long-term debt	$	264,149	$	254,573

____________________

(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, 2023 (in thousands):



2023	$	1,125
2024	2,250
2025	2,250
2026	264,875



Total debt	$	270,500

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 10, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity Registrant Name	Digital Media Solutions, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38393
Entity Tax Identification Number	98-1399727
Entity Address, Address Line One	4800 140th Avenue N.
Entity Address, Address Line Two	Suite 101
Entity Address, City or Town	Clearwater
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33762
City Area Code	877
Local Phone Number	236-8632
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	DMS
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001725134
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Class A Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		40,912,869
Class B Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		25,082,064
Redeemable warrants to acquire Class A common stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		28,443,522

Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands

Jun. 30, 2023

Dec. 31, 2022

Allowance for credit loss

$ 3,942

$ 4,656

Common stock outstanding (in shares)

25,699,000

Treasury stock (in shares)

138,000

Preferred Stock

Preferred stock outstanding (in shares)

140,000

^[1]

^[2]

Series A Preferred Stock

Preferred stock par value (in usd per share)

$ 0.0001

Preferred stock, authorized (in shares)

100,000,000

Series A Preferred Stock | Preferred Stock

Preferred stock issued (in shares)

80,000

Preferred stock outstanding (in shares)

80,000

Series B Preferred Stock

Preferred stock par value (in usd per share)

$ 0.0001

Series B Preferred Stock | Preferred Stock

Preferred stock issued (in shares)

60,000

Preferred stock outstanding (in shares)

60,000

Class A Common Stock

Common stock par value (in usd per share)

$ 0.0001

Common stock authorized (in shares)

500,000,000

Common stock issued (in shares)

40,094,000

Common stock outstanding (in shares)

40,094,000

Class B Common Stock

Common stock par value (in usd per share)

$ 0.0001

Common stock authorized (in shares)

60,000,000

Common stock issued (in shares)

25,699,000

Class C common stock

Common stock par value (in usd per share)

$ 0.0001

Common stock authorized (in shares)

40,000,000

Common stock issued (in shares)

Common stock outstanding (in shares)

[1]	See Note 8. Fair Value Measurements and Note 9. Equity.
[2]	See Note 8. Fair Value Measurements and Note 9. Equity.(2)Represents Series A and Series B preferred stock dividends, which have not been paid.

Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Reportable Segments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Net revenue	$ 82,551	$ 91,197	$ 172,863	$ 200,307
Cost of revenue (exclusive of depreciation and amortization)	63,343	67,784	131,384	145,624
Gross profit (exclusive of depreciation and amortization)	19,208	23,413	41,479	54,683
Salaries and related costs	11,489	13,237	23,715	26,945
General and administrative expenses	12,124	12,444	24,979	23,544
Impairment of intangible assets	7,800		7,800
Depreciation and amortization	5,872	7,173	10,955	14,233
Impairment of goodwill	33,795	0	33,795	0
Impairment of intangible assets	7,791	0	7,791	0
Acquisition costs	658	279	3,003	292
Change in fair value of contingent consideration liabilities	(90)	(55)	(77)	2,536
Loss from operations	(52,431)	(9,665)	(62,682)	(12,867)
Intercompany eliminations
Segment Reporting Information [Line Items]
Net revenue	(3,845)	(10,232)	(8,559)	(23,492)
Cost of revenue (exclusive of depreciation and amortization)	(3,845)	(10,232)	(8,559)	(23,492)
Brand Direct \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	51,694	44,789	107,096	106,017
Cost of revenue (exclusive of depreciation and amortization)	41,231	36,137	84,046	84,591
Gross profit (exclusive of depreciation and amortization)	10,463	8,652	23,050	21,426
Impairment of goodwill			0
Marketplace \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	32,477	54,092	69,765	112,898
Cost of revenue (exclusive of depreciation and amortization)	25,447	41,463	54,785	83,843
Gross profit (exclusive of depreciation and amortization)	7,030	12,629	14,980	29,055
Impairment of goodwill			33,795
Technology Solutions \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	2,225	2,548	4,561	4,884
Cost of revenue (exclusive of depreciation and amortization)	510	416	1,112	682
Gross profit (exclusive of depreciation and amortization)	$ 1,715	$ 2,132	3,449	$ 4,202
Impairment of goodwill			$ 0

Leases - Operating Leases Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Operating lease costs	$ 297	$ 130	$ 582	$ 389
Short-term lease costs	38	39	191	91
Sub-lease income	(183)	(152)	(362)	(242)
Total lease costs, net	$ 152	$ 17	$ 411	$ 238

Fair Value Measurements - Change in the Warrant Liability and Contingent Consideration (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 3,923	$ 11,030	$ 1,453	$ 8,439
Additions		428	2,457	428
Changes in fair value	(90)	(55)	(77)	2,536
Other	(65)		(65)
Ending balance	3,768	11,403	3,768	11,403
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	320	2,120	600	3,960
Additions		0	0	0
Changes in fair value	(296)	(1,640)	(576)	(3,480)
Other	0		0
Ending balance	24	$ 480	24	$ 480
Series A and B Preferred Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	12,711		0
Additions	8,700		8,667
Changes in fair value	(9,533)		(5,489)
Other	0		0
Ending balance	$ 3,178		$ 3,178

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2023
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 60.9% 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 and Traverse, 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, and the activities of UE and Traverse, wholly-owned U.S. corporate subsidiaries 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 benefit of $2.15 million and $2.16 million for the three and six months ended June 30, 2023, respectively. The blended effective tax rate for the three and six months ended June 30, 2023 was 24.5% and 24.5%, respectively, which varies from our statutory U.S. tax rate due to taxable income or loss that is allocated to the non-controlling interest and impact of the valuation allowance on DMS Inc. The Company recorded income tax expense $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 24.8% and 26.4%, 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, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, the remaining current portion of Tax Receivable Agreement liability of $0.2 million is attributable to carryback claims. We will continue to evaluate the positive and negative evidence in determining the realizability of the Company’s DTAs.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Fair Value Measurements - Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 3,202	$ 600
Contingent consideration payable - current	1,500	1,453
Contingent consideration payable - non-current	2,268	$ 0
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	6,970		$ 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 \| Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	500		428
Fair Value, Recurring \| ClickDealer
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	2,268
Fair Value, Recurring \| Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	1,000
Contingent consideration payable - non-current			909
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 warrants - Class B common stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	24		480
Fair Value, Recurring \| Preferred warrants - Series A preferred stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	1,816
Fair Value, Recurring \| Preferred warrants - Series B preferred stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	1,362
Fair Value, Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0		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 \| Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0		0
Fair Value, Recurring \| Level 1 \| ClickDealer
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-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
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 warrants - Class B common stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0		0
Fair Value, Recurring \| Level 1 \| Preferred warrants - Series A preferred stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0
Fair Value, Recurring \| Level 1 \| Preferred warrants - Series B preferred stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0
Fair Value, Recurring \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0		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 \| Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0		0
Fair Value, Recurring \| Level 2 \| ClickDealer
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-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
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 warrants - Class B common stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0		0
Fair Value, Recurring \| Level 2 \| Preferred warrants - Series A preferred stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0
Fair Value, Recurring \| Level 2 \| Preferred warrants - Series B preferred stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0
Fair Value, Recurring \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	6,970		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 \| Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	500		428
Fair Value, Recurring \| Level 3 \| ClickDealer
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	2,268
Fair Value, Recurring \| Level 3 \| Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	1,000
Contingent consideration payable - non-current			909
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 warrants - Class B common stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	24		$ 480
Fair Value, Recurring \| Level 3 \| Preferred warrants - Series A preferred stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	1,816
Fair Value, Recurring \| Level 3 \| Preferred warrants - Series B preferred stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 1,362