0001628280-23-038985 | 10-Q | XBRL Viewer | Digital Media Solutions INC

Preferred stock, authorized (in shares)

1,672,000

100,000,000

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

$ 0.01

Preferred stock, maximum redemption value | $

$ 16,300,000

Preferred stock, accretion to redemption value | $

11,300,000

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

$ 8.40

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

$ 7.26

Redemption percentage requirement

10.00%

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

Number of securities called by each warrant (in shares)

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

$ 172.50

Series A Certificate of Designation

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

$ 7.26

Threshold trading days | location

Series A Preferred Stock

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

80,000

$ 2.415

Liquidation rights of percentage

115.00%

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

$ 111.11

Mandatory redemption value | $

$ 9,300,000

Class A Common Stock

Equity conversion ratio

0.06

Shares issued as a result of the Reverse Stock Split (in shares)

2,766,000

41,000,000

2,700,000

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

2,700,000

2,766,000

41,000,000

$ 270.00

Class A Common Stock | Series A Warrant

Warrants exercised (in shares)

550,268

Number of securities called by each warrant (in shares)

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

$ 100

Class A Common Stock | Series B Warrant

Warrants exercised (in shares)

412,701

Number of securities called by each warrant (in shares)

Series B Preferred Stock

Liquidation rights of percentage

60,000

115.00%

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

$ 111.11

Class B Common Stock

Equity conversion ratio

0.06

Shares issued as a result of the Reverse Stock Split (in shares)

1,672,000

25,100,000

1,700,000

Shares converted (in shares)

1,700,000

25,100,000

41,160

Conversion ratio

Preferred Stock

Preferred Stock | Series A Preferred Stock

140,000

Preferred stock dividends | $

^[1]

80,000

Dividends payable | $

$ 312,000

89,000

^[2],[3]

$ 89,000

$ 178,000

^[1],[4]

Preferred Stock | Series B Preferred Stock

Preferred stock dividends | $

^[1]

60,000

$ 67,000

^[2],[3]

$ 134,000

^[1],[4]

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

Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Debt

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


	September 30, 2023		December 31, 2022
Term loan	$	233,654	$	221,625
Revolving credit facility	52,985		40,000


Total debt	286,639		261,625
Less: Unamortized debt issuance costs (1)	(9,849)		(4,802)
Debt, net	276,790		256,823
Less: Current portion of long-term debt	(2,750)		(2,250)
Long-term debt	$	274,040	$	254,573

____________________

(1)Includes net debt issuance discount, amendment’s administrative fees 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. Under the original agreement, the Term Loan would bear interest at our option, at either (i) adjusted LIBOR plus 5.00% or (ii) the Base Rate plus 4.00%. From May 25, 2021 to July 3, 2023 our interest rate was based on LIBOR plus 5.00%.

Under the original agreement, borrowings under the Revolving Facility would 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%. DMS LLC pays a 0.50% per annum commitment fee in arrears on the undrawn portion of the revolving commitments. From May 25, 2021 to July 3, 2023, our interest rate was based on LIBOR plus 5.00% . The Company drew $10.0 million on May 24, 2023.

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.

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);

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; and

h.establishes a minimum payment for the revolver of 1.0% per annum of the original aggregate principal amount of the Revolving Facility outstanding as of the First Amendment effective date, paid quarterly.

The First Amendment, as it relates to the Term Loan, was accounted for as a modification for accounting purposes. As such, $6.3 million in fees due to the Lenders was paid-in-kind and capitalized as additional debt issuance costs. These costs, plus the initial $4.2 million debt discount and $3.5 million debt issuance cost related to the Term Loan are being amortized over the term of the loan using the effective interest method. As of September 30, 2023, the Term Loan debt discount and debt issuance cost classified as debt had a remaining unamortized balance of $2.4 million and $7.5 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.

Related to the Revolving Facility, the First Amendment added an additional $0.8 million in lender fees to debt issuance costs. At September 30, 2023 and December 31, 2022, unamortized debt issuance costs of $1.2 million and $0.6 million, respectively, from the Revolving Facility are classified as Other assets within the consolidated balance sheets.

For the quarter ended September 30, 2023, the Company elected to exercise the first PIK option. Accordingly, $9.3 million of interest expense was added to the outstanding principal balance of the Term Loan, and $2.1 million of interest expense was added to the outstanding principal balance of the Revolving Facility. As of September 30, 2023, the total outstanding balance of the Term Loan and the Revolving Facility is $233.7 million and $53.0 million, respectively. For the three and nine months ended September 30, 2023, the effective interest rate was 15.2% and 12.1%, respectively, for the Term Loan. For the three and

nine months ended September 30, 2023, the effective interest rate related to the Revolving Facility was 16.60% and 14.80%, respectively.

As noted above, 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 September 30, 2023, compliance with the net leverage ratio covenant was waived in connection with entry into the First Amendment (as defined above) to the Credit Facility. 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 September 30, 2023, the Company was in compliance with the First Amendment’s minimum liquidity covenant.

Debt Maturity Schedule

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



2023	$	688
2024	2,750
2025	14,167
2026	269,034



Total debt	$	286,639

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Earnings Per Share - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net loss	$ (17,107)	$ (10,121)	$ (85,299)	$ (27,365)
Net loss attributable to non-controlling interest	(6,445)	(4,010)	(33,099)	(10,765)
Accretion and dividend Series A and B convertible redeemable preferred stock	(156)	0	(11,497)	0
Net loss attributable to Digital Media Solutions, Inc. - Class A common stock - basic	(10,818)	(6,111)	(63,697)	(16,600)
Add: Income effects of Class B convertible common stock	0	(4,010)	0	0
Net loss attributable to Digital Media Solutions, Inc. - Class A common stock - diluted	$ (10,818)	$ (10,121)	$ (63,697)	$ (16,600)
Denominator:
Weighted-average Class A common shares outstanding – basic (in shares)	2,763	2,664	2,721	2,510
Add: dilutive effects of Class B convertible common stock (in shares)	0	1,713	0	0
Weighted-average Class A common shares outstanding – diluted (in shares)	2,763	4,377	2,721	2,510
Net loss per common share:
Basic – per Class A common shares (in usd per share)	$ (3.92)	$ (2.29)	$ (23.41)	$ (6.61)
Diluted – per Class A common shares (in usd per share)	$ (3.92)	$ (2.31)	$ (23.41)	$ (6.61)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net loss	$ (85,299)	$ (27,365)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Allowance for credit losses, net	1,716	1,305
Depreciation and amortization	15,732	21,377
Amortization of right-of-use assets	522	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	(167)
Stock-based compensation, net of amounts capitalized	2,620	5,332
Interest expense paid-in-kind	11,417	0
Amortization of debt issuance costs	2,420	1,149
Deferred income tax benefit, net	(2,080)	(1,160)
Change in fair value of contingent consideration	(285)	2,533
Change in fair value of warrant liabilities	(8,549)	(2,480)
Loss from preferred warrants issuance	553	0
Change in Tax Receivable Agreement liability	0	(120)
Change in income tax receivable and payable	(613)	1,297
Change in accounts receivable	14,644	4,824
Change in prepaid expenses and other current assets	(36)	1,120
Change in operating right-of-use assets	670	0
Change in accounts payable and accrued expenses	(6,197)	(5,341)
Change in operating lease liabilities	(1,658)	0
Change in other liabilities	0	(195)
Net cash (used in) provided by operating activities	(12,840)	2,109
Cash flows from investing activities
Additions to property and equipment	(4,500)	(5,247)
Acquisition of business, net of cash acquired	(33,565)	(2,579)
Net cash used in investing activities	(38,065)	(7,826)
Cash flows from financing activities
Proceeds from borrowings on revolving credit facilities	10,000	0
Payments of long-term debt and notes payable	(1,688)	(1,687)
Payments of borrowings on revolving credit facilities	(125)	0
Payment of debt issuance costs	(1,928)	0
Proceeds from preferred shares and warrants issuance, net	13,107	0
Purchase of treasury stock related to stock-based compensation	(54)	(156)
Distributions to non-controlling interest holders	0	(563)
Net cash provided by (used in) financing activities	19,312	(2,406)
Net change in cash and cash equivalents	(31,593)	(8,123)
Cash and cash equivalents, beginning of period	48,839	26,394
Cash and cash equivalents, end of period	17,246	18,271
Supplemental Disclosure of Cash Flow Information
Interest	13,074	10,651
Income taxes	195	662
Non-Cash Transactions:
Contingent and deferred acquisition consideration	2,392	2,971
Stock-based compensation capitalized in property and equipment	486	363
Capital expenditures included in accounts payable	192	236
Issuance of equity for Crisp Results	0	10,000
Debt amendment fees paid-in-kind - long-term debt	4,410	0
Debt amendment fees paid-in-kind - revolving credit facilities	1,000	0
Interest paid-in-kind - long-term debt	9,307	0
Interest paid-in-kind - revolving credit facilities	$ 2,110	$ 0

Employee and Director Incentive Plans	9 Months Ended
Employee and Director Incentive Plans	Sep. 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 $0.5 million and $2.6 million for the three and nine months ended September 30, 2023, respectively, and $1.4 million and $5.3 million for the three and nine months ended September 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 nine months ended September 30, 2023, there were no new RSU awards. During the nine months ended September 30, 2023, 530,000 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.

Revenue - Revenues by Region (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Net revenue	$ 76,033	$ 90,066	$ 248,898	$ 290,372
Europe
Disaggregation of Revenue [Line Items]
Net revenue	5,980		11,049
Other International
Disaggregation of Revenue [Line Items]
Net revenue	$ 3,108		$ 6,649

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.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2023

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, September 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 September 30, 2023 and no impairment as of December 31, 2022.

Intangible assets, net

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


		September 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)	$	(43,515)	$	9,630	$	54,316	$	(5,933)	$	(39,411)	$	8,972
Customer relationships	4 to 15	71,323		(20,119)		(25,331)		25,873		49,423		(12,387)		(21,205)		15,831
Brand	1 to 7	14,879		(3,291)		(7,144)		4,444		12,169		(3,250)		(6,233)		2,686
Non-competition agreements	1 to 3	1,898		—		(1,889)		9		1,898		—		(1,868)		30
Total		$	147,196	$	(29,361)	$	(77,879)	$	39,956	$	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	$	2,464	$	9,504	$	4,990	$	4,301	$	3,686	$	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 $2.5 million and $9.2 million for the three and nine months ended September 30, 2023, respectively, and $5.0 million and $15.0 million for the three and nine months ended September 30, 2022, respectively.

Impairment analysis

Related to goodwill impairment, 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 during three months ended September 30, 2023, noting that there were no indicators of impairment under ASC 350-20, Goodwill.

During the second quarter of 2023, 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. 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.

For the three and nine months ended September 30, 2022, there were no triggering events related to Goodwill.

Related to impairment of finite-lived assets, the Company considered whether any event occurred or circumstances changed that would be indicative of impairment triggering events under ASC 360-10, Impairment and Disposal of Long-Lived Assets for certain asset groups during the three months ended September 30, 2023, noting no indicators of impairment.

Further, the Company performed a recoverability test related to finite-lived intangible assets 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 period ended June 30, 2023. For the three months ended September 30, 2023, the recoverability test resulted in no impairments to finite-lived assets.

For the three and nine months ended September 30, 2022, there were no triggering events related to finite-lived assets.

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

9 Months Ended

Sep. 30, 2022

USD ($)

Unpaid distributions | $

$ 10

Common Stock | Smarter Chaos | Class A Common Stock

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

^[1]

[1]

On January 17, 2022, the Sellers of SmarterChaos redeemed their remaining non-controlling interest held through DMSH Units in exchange for 10 thousand shares of Class A Common Stock in DMS, Inc. The non-controlling interest held by the Sellers of SmarterChaos did not include related Class B Common Stock to be retired upon redemption.

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 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, September 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):


		September 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)	$	(43,515)	$	9,630	$	54,316	$	(5,933)	$	(39,411)	$	8,972
Customer relationships	4 to 15	71,323		(20,119)		(25,331)		25,873		49,423		(12,387)		(21,205)		15,831
Brand	1 to 7	14,879		(3,291)		(7,144)		4,444		12,169		(3,250)		(6,233)		2,686
Non-competition agreements	1 to 3	1,898		—		(1,889)		9		1,898		—		(1,868)		30
Total		$	147,196	$	(29,361)	$	(77,879)	$	39,956	$	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	$	2,464	$	9,504	$	4,990	$	4,301	$	3,686	$	15,011

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

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
-SubTopic 20
-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
-SubTopic 20
-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
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

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

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-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

Debt - Additional Information (Details)					3 Months Ended	9 Months Ended		25 Months Ended
Debt - Additional Information (Details)	Aug. 16, 2023 USD ($)	Jul. 03, 2023	May 24, 2023 USD ($)	May 25, 2021 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jul. 03, 2023	Mar. 29, 2023 USD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Debt instrument, face amount									$ 14,000,000
Unamortized debt issuance costs					$ 9,849,000	$ 9,849,000				$ 4,802,000
Interest expense paid-in-kind						11,417,000	$ 0
Total debt					286,639,000	286,639,000				261,625,000
Line of Credit \| Revolving credit facility
Debt Instrument [Line Items]
Amount withdrawn			$ 10,000,000
Senior Secured Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Debt term (in years)				5 years
Senior secured revolving credit facility				$ 275,000,000
Senior Secured Credit Facility \| Line of Credit \| January 1, 2025 Through June 30, 2025
Debt Instrument [Line Items]
Interest rate paid in kind	5.00%
Senior Secured Credit Facility \| Line of Credit \| July 1, 2025 Through December 31, 2025
Debt Instrument [Line Items]
Interest rate paid in kind	7.50%
Senior Secured Credit Facility \| Line of Credit \| Calendar Year 2026 Until Maturity
Debt Instrument [Line Items]
Interest rate paid in kind	10.00%
Senior Secured Credit Facility \| Line of Credit \| First Quarter 2024
Debt Instrument [Line Items]
Total net leverage ratio	15.6
Senior Secured Credit Facility \| Line of Credit \| Second Quarter 2024
Debt Instrument [Line Items]
Total net leverage ratio	10.6
Senior Secured Credit Facility \| Line of Credit \| Fourth Quarter Of 2025 And Until Maturity
Debt Instrument [Line Items]
Total net leverage ratio	6.9
Senior Secured Credit Facility \| Line of Credit \| Remainder Of 2023
Debt Instrument [Line Items]
Minimum liquidity covenant	$ 9,000,000
Senior Secured Credit Facility \| Line of Credit \| After 2023
Debt Instrument [Line Items]
Minimum liquidity covenant	$ 10,000,000
Senior Secured Credit Facility \| Line of Credit \| Secured Overnight Financing Rate \| PIK Option Exercised
Debt Instrument [Line Items]
Variable rate (as percent)	11.00%
Senior Secured Credit Facility \| Line of Credit \| Secured Overnight Financing Rate \| Interest Is Paid In Cash During PIK Period
Debt Instrument [Line Items]
Variable rate (as percent)	8.00%
Senior Secured Credit Facility \| Line of Credit \| Secured Overnight Financing Rate \| After PIK Period
Debt Instrument [Line Items]
Variable rate (as percent)	8.00%
Senior Secured Credit Facility \| Line of Credit \| Secured Overnight Financing Rate \| Credit Rating Of B3 And B-
Debt Instrument [Line Items]
Variable rate (as percent)	6.00%
Senior Secured Credit Facility \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount				$ 225,000,000
Discount as a percentage				1.80%
Discount amount				$ 4,200,000	$ 2,400,000	$ 2,400,000				3,000,000
Payment of original principal amount paid quarterly (as percent)				1.00%
Effective interest rate (as percent)					15.20%	12.10%
Debt issuance costs, before amortization	$ 6,300,000			$ 3,500,000
Unamortized debt issuance costs					$ 7,500,000	$ 7,500,000				1,800,000
Interest expense paid-in-kind					9,300,000
Total debt					$ 233,700,000	$ 233,700,000
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
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				$ 50,000,000
Effective interest rate (as percent)					16.60%	14.80%
Per annum commitment fee (as percent)				0.50%
Minimum payment (as a percentage)	1.00%
Debt issuance costs, before amortization	$ 800,000
Unamortized debt issuance costs					$ 1,200,000	$ 1,200,000				$ 600,000
Interest expense paid-in-kind					2,100,000
Total debt					$ 53,000,000	$ 53,000,000
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%
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
Debt Instrument [Line Items]
Variable rate (as percent)		4.25%

Business, Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 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 62.3% 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 37.7% 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 September 30, 2023, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 37.7% 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. Reverse Stock Split On August 28, 2023, the Company effected a reverse stock split (the “Reverse Stock Split”) of the Company’s Class A Common Stock and Class B Common Stock at a ratio of 1-for-15. All historical share amounts disclosed in this quarterly report on Form 10-Q have been retroactively restated to reflect the Reverse Stock Split. No fractional shares were issued as a result of the Reverse Stock Split, as fractional shares of Common Stock were rounded up to the nearest whole share. See Note 9. Equity for additional information. 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 Accounting Standards Codification (“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. 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 September 30, 2023, there were no new accounting standards that would need to be disclosed.

Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance				$ 77,238
Additions				5,001
Impairment of goodwill	$ 0	$ (33,800)	$ 0	(33,795)	$ 0
Goodwill, ending balance	48,444			48,444
Brand Direct \| Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance				18,321
Additions				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				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				0
Impairment of goodwill				0
Goodwill, ending balance	$ 4,363			$ 4,363

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.

Acquisitions - Additional Information (Details) $ / shares in Units, $ in Thousands									9 Months Ended
	Aug. 22, 2023 USD ($)	Jul. 10, 2023 USD ($)	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 ($) shares	Sep. 30, 2023 USD ($)	Sep. 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									$ 33,565	$ 2,579
Issuance of equity for Crisp Results									0	$ 10,000
Contingent consideration payable - non-current									$ 1,281		$ 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	$ 500		$ 1,000	$ 2,000
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 \| 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
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							106,700
Issuance of equity for 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 the Crisp Earnout (in shares) \| shares					199,300
Sale of stock price per unit (in usd per share) \| $ / shares					$ 50.18
AAP
Business Acquisition [Line Items]
Consideration transferred								$ 20,000
Payments to acquire business								$ 5,000
Equity issued to acquiree (in shares) \| shares								86,000
Issuance of equity for Crisp Results								$ 15,000
Contingent consideration payable - non-current								$ 15,000
Earnout period (in years)								3 years

Equity	9 Months Ended
Equity	Sep. 30, 2023
Equity [Abstract]
Equity	Equity Common Stock Reverse Stock Split On August 28, 2023, Digital Media Solutions, Inc. filed an amendment to its certificate of incorporation in the State of Delaware (the "Amendment"), which provides that, after the market close on August 28, 2023 (the "Reverse Split Effective Time"), every fifteen shares of our issued and outstanding Class A Common Stock and Class B Common Stock will automatically be combined into one issued and outstanding share of Class A Common Stock and Class B Common Stock, respectively, without any change in the par value per share (the “Reverse Stock Split”). Earlier, on April 28, 2023, a majority of our shareholders approved a reverse stock split subject to the board of directors determining the final ratio. The Company’s Class A Common Stock began trading on a split-adjusted basis on the New York Stock Exchange (NYSE) at the market open on August 29, 2023. At the Reverse Stock Split Effective Time, every 15 issued and outstanding shares of the Company’s Class A Common Stock and Class B Common Stock were converted automatically into one share of the Company’s Class A Common Stock and Class B Common Stock, respectively, without any change in the par value per share. The Reverse Stock Split reduced the number of shares of Class A Common Stock issued and outstanding from approximately 41.0 million to approximately 2.7 million and Class B Common Stock issued and outstanding from approximately 25.1 million to approximately 1.7 million. No fractional shares were issued in connection with the Reverse Stock Split. Shareholders who otherwise would have been entitled to receive a fractional share instead became entitled to receive one whole share of common stock in lieu of such fractional share. 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 General Corporation Law of the State of Delaware (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 550,268 Class A Common Stock (“Series A Warrant”) and (ii) 60,000 shares of Series B Preferred Stock accompanied with warrants to purchase 412,701 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 September 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 $8.40 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 $7.26 (“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 $2.415. 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 Company is 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 41,160 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 On June 15, 2023, the Company received notice from the holders of all of the Company’s outstanding Series A Preferred Stock that each holder has elected to have the Company redeem for cash the Series A Preferred Stock held by such holder pursuant to Section 9(b) of the Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock of the Company (the “Series A Certificate of Designation”). Section 9(b) of the Series A Certificate of Designation gives holders of Series A Preferred Stock the right to require the Company to redeem for cash the Series A Preferred Stock for cash at any time on or after June 15, 2023 at the “Corporation’s Mandatory Redemption Price” (as such term is defined in the Series A Certificate of Designation). As of June 15, 2023, the aggregate Corporation’s Mandatory Redemption Price for all of the outstanding Series A Preferred Stock was approximately $9.3 million. On June 16, 2023, the Board determined that the Company was not legally permitted under applicable Delaware law to effect a redemption for cash of any Series A Preferred Stock. As a result and in accordance with the Securities Purchase Agreement, the Company accrued dividends payable of $89 thousand to the Series A Preferred Stockholders, for both the quarters ended June 30, 2023 and September 30, 2023, included in Cumulative Deficit on the consolidated balance sheets, as of September 30, 2023. Total accrued dividend to Series A and B Preferred Stockholders was $312.0 thousand, as of September 30, 2023. Relatedly, Section 9(a) of the Series A Certificate of Designation and the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock (the “Series B Certificate of Designation” and together with the Series A Certificate of Designation, the “Certificates of Designation”) provide for the Company to redeem 1/10th of the outstanding Series A Preferred Stock and Series B Preferred Stock, respectively, for cash or shares of the Company’s Class A common stock on a monthly basis beginning on September 30, 2023 at the “Corporation’s Mandatory Redemption Price.” Pursuant to the terms of the Certificates of Designation, the Company was not permitted to elect payment in common stock because the Company’s common stock has not traded above the “Floor Price” ($7.26) for 20 trading days prior to redemption, as required by the Certificates of Designation. With respect to each monthly redemption date, the Board determined that the redemption was not permitted under the Certificates of Designation or applicable Delaware law. As a result, the Company did not redeem any shares of Series A Preferred Stock in connection with either monthly redemption.

The entire disclosure for equity.

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Fair Value Measurements - Inputs and Valuations (Details) - Series A and B Preferred Warrants	Sep. 30, 2023 $ / shares yr
Private Placement Warrants Fair Value Per Share
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.72
Stock price - DMS Inc. Class A Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	1.60
Remaining contractual term in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs \| yr	4.50
Estimated volatility
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
Risk free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.0460

Debt - Long-term Debt Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt	$ 286,639	$ 261,625
Less: Unamortized debt issuance costs	(9,849)	(4,802)
Debt, net	276,790	256,823
Less: Current portion of long-term debt	(2,750)	(2,250)
Long-term debt	274,040	254,573
Term loan
Debt Instrument [Line Items]
Total debt	233,654	221,625
Revolving credit facility
Debt Instrument [Line Items]
Total debt	$ 52,985	$ 40,000

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.

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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

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

Schedule of Fair Value Measurement Inputs and Valuation Techniques

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

The significant assumptions were as follows:


	September 30, 2023

Preferred Warrants Fair Value Per Share	$	0.72
Preferred Warrant valuation inputs:
Stock price - DMS Inc. Class A Common Stock	$	1.60

Remaining contractual term in years	4.50
Estimated volatility	100.0		%
Dividend yield	0.0		%
Risk free interest rate	4.60		%

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	12.50	%
Days from period end to payment	90











	ClickDealer
Revenue Volatility	50	%
Iteration (actual)	100,000
Risk Adjustment Discount Rate	26.25	%
Risk free / Credit risk	12.50	%
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):


		September 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	—		—		397		397
Preferred warrants - Series B preferred stock	Warrant liabilities	—		—		297		297

Contingent consideration - Aramis	Contingent consideration payable - current	—		—		1,000		1,000

Contingent consideration - ClickDealer	Contingent consideration payable - current	—		—		779		779
Contingent consideration - ClickDealer	Contingent consideration payable - non-current	—		—		1,281		1,281
Total		$	—	$	—	$	3,778	$	3,778


		September 30, 2022
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Liabilities:
Private placement warrants - Class B common stock	Warrant liabilities	$	—	$	—	$	1,480	$	1,480
Contingent consideration - Aramis	Contingent consideration payable - current	—		—		933		933

Contingent consideration - Traverse	Contingent consideration payable - current	—		—		438		438

Contingent consideration - Aimtell/PushPros	Contingent consideration payable - non-current	—		—		31		31
Total		$	—	$	—	$	2,882	$	2,882

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, June 30, 2023	$	24	$	3,178	$	3,768

Changes in fair value	—		(2,484)		(208)
Settlements	—		—		(500)

Balance, September 30, 2023	$	24	$	694	3,060


	Private Placement Warrants		Contingent Consideration
Balance, June 30, 2022	$	480	$	11,403
Additions	—		2
Changes in fair value	1,000		(3)
Settlements	—		(10,000)
Balance, September 30, 2022	$	1,480	$	1,402


	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)		(7,973)		(285)
Settlements	—		—		(500)
Other (1)	—		—		(65)
Balance, September 30, 2023	$	24	$	694	$	3,060

____________________

(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	—		430
Changes in fair value	(2,480)		2,533
Settlements	—		(10,000)
Balance, September 30, 2022	$	1,480	$	1,402

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

Total

Crisp Results

Series A Preferred Stock

Series B Preferred Stock

Class A Common Stock

Total Stockholders' Deficit

Crisp Results

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 A Common Stock

Crisp Results

Common Stock

Class B Common Stock

Additional Paid-in Capital

Crisp Results

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

2,415

1,713

Beginning balance at Dec. 31, 2021

$ (47,818)

$ (26,177)

$ 3

$ (25,239)

$ (944)

$ (21,641)

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

Shares issued in connection with the Crisp Earnout (in shares)

(27,365)

(16,600)

(10,765)

199

Shares issued in connection with the Crisp Earnout

$ 10,000

$ 1

$ 9,999

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

^[1]

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

5,695

Distributions to non-controlling interest holders

^[2]

(573)

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

(8)

Treasury stock purchased under the 2020 Omnibus Incentive Plan

(156)

$ (156)

Impact of transactions affecting non-controlling interest

^[3]

(7,621)

7,621

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

2,661

1,713

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

2,661

1,713

Ending balance at Sep. 30, 2022

(60,217)

(34,859)

$ 4

$ 3

(17,539)

(156)

(17,171)

(25,358)

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

(60,217)

(34,859)

$ 4

$ 3

(17,166)

(156)

(17,544)

(25,358)

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

2,437

1,713

Beginning balance at Jun. 30, 2022

(61,519)

(33,367)

$ 3

(22,313)

(11,060)

(28,152)

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

Shares issued in connection with the Crisp Earnout (in shares)

(10,121)

(6,111)

(4,010)

199

Shares issued in connection with the Crisp Earnout

$ 10,000

$ 1

$ 9,999

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

1,579

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

(8)

Treasury stock purchased under the 2020 Omnibus Incentive Plan

(156)

Impact of transactions affecting non-controlling interest

^[4]

(6,804)

6,804

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

2,661

1,713

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

2,661

1,713

Ending balance at Sep. 30, 2022

(60,217)

(34,859)

$ 4

$ 3

(17,539)

(156)

(17,171)

(25,358)

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

(60,217)

(34,859)

$ 4

$ 3

(17,166)

(156)

(17,544)

(25,358)

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]

$ 2,853

$ 2,140

Accretion convertible redeemable preferred stock, value

^[5]

6,391

4,794

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

^[5],[6]

$ 178

$ 134

140

^[7]

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

^[5]

140

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

2,695

1,713

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]

(85,299)

(52,200)

(33,099)

Accretion convertible redeemable preferred stock

3,106

$ 6,391

$ 4,794

$ 6,391

$ 4,794

$ 6,391

$ 4,794

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

^[6]

(178)

(134)

(178)

(134)

(178)

(134)

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

(8)

Treasury stock purchased under the 2020 Omnibus Incentive Plan

(54)

Impact of transactions affecting non-controlling interest (in shares)

^[8]

(41)

Impact of transactions affecting non-controlling interest

^[8]

$ 0

(1,129)

1,129

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

1,672

2,766

1,672

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

2,766

1,672

Ending balance at Sep. 30, 2023

$ (177,691)

(108,898)

16,490

^[7]

$ 4

$ 3

(12,077)

(235)

(96,593)

(68,793)

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

(177,691)

(108,898)

$ 16,490

^[5]

$ 4

$ 3

(12,077)

(235)

(96,593)

(68,793)

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

^[7]

140

Increase (Decrease) in Temporary Equity [Roll Forward]

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

^[7],[9]

$ 89

$ 67

140

^[7]

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

^[5]

140

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

2,704

1,713

Beginning balance at Jun. 30, 2023

(161,012)

(95,762)

$ 16,334

^[7]

$ 4

$ 3

(9,783)

(211)

(85,775)

(65,250)

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

(17,107)

(10,662)

(6,445)

608

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

^[9]

$ (89)

$ (67)

$ (89)

$ (67)

$ (89)

$ (67)

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

(5)

Treasury stock purchased under the 2020 Omnibus Incentive Plan

(24)

Impact of transactions affecting non-controlling interest (in shares)

^[10]

(41)

Impact of transactions affecting non-controlling interest

^[10]

$ 0

(2,902)

2,902

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

1,672

2,766

1,672

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

2,766

1,672

Ending balance at Sep. 30, 2023

$ (177,691)

(108,898)

16,490

^[7]

$ 4

$ 3

(12,077)

(235)

(96,593)

(68,793)

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

$ (177,691)

$ (108,898)

$ 16,490

^[5]

$ 4

$ 3

$ (12,077)

$ (235)

$ (96,593)

$ (68,793)

[1]	On January 17, 2022, the Sellers of SmarterChaos redeemed their remaining non-controlling interest held through DMSH Units in exchange for 10 thousand shares of Class A Common Stock in DMS, Inc. The non-controlling interest held by the Sellers of SmarterChaos did not include related Class B Common Stock to be retired upon redemption.
[2]	Represents tax distributions to shareholders Prism, Clairvest and the Sellers of SmarterChaos. As of September 30, 2022, $10 thousand of these distributions had not been paid.
[3]	The carrying amount of non-controlling interest was adjusted primarily to reflect the change in ownership interest caused by additional DMSH units redeemed and issued to Class A Common Stock by the Sellers of SmarterChaos, shares issued in connection with the Crisp Earnout and shares issued under the 2020 Omnibus Incentive Plan.
[4]	The carrying amount of non-controlling interest was adjusted to reflect the change in ownership interest caused by shares issued in connection with the Crisp Earnout and shares issued under the 2020 Omnibus Incentive Plan.
[5]	See Note 8. Fair Value Measurements and Note 9. Equity.
[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]	Represents Series A and Series B preferred stock dividends, which have not been paid.
[10]	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.

Leases - Operating Lease Maturity (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases [Abstract]
2023	$ 566
2024	1,751
2025	546
Total	2,863
Less: Imputed interest	(63)
Present value of operating lease liabilities	$ 2,800

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 17,246	$ 48,839
Accounts receivable, net of allowances of $4,404 and $4,656, respectively	38,708	48,109
Prepaid and other current assets	2,701	3,296
Income tax receivable	2,579	1,966
Total current assets	61,234	102,210
Property and equipment, net	15,929	17,702
Operating lease right-of-use assets, net	1,007	2,187
Goodwill	48,444	77,238
Intangible assets, net	39,956	27,519
Deferred tax assets	968	0
Other assets	1,434	765
Total assets	168,972	227,621
Current liabilities:
Accounts payable	36,824	39,908
Accrued expenses and other current liabilities	9,817	7,101
Current portion of long-term debt	2,750	2,250
Tax Receivable Agreement liability	164	164
Operating lease liabilities - current	2,067	2,175
Contingent consideration payable - current	1,779	1,453
Total current liabilities	53,401	53,051
Long-term debt	274,040	254,573
Deferred tax liabilities	0	1,112
Operating lease liabilities - non-current	733	2,232
Warrant liabilities	718	600
Contingent consideration payable - non-current	1,281	0
Total liabilities	330,173	311,568
Preferred stock, $0.0001 par value, 100,000 shares authorized; 80 Series A and 60 Series B convertible redeemable issued and outstanding, respectively at September 30, 2023	16,490	0
Stockholders' deficit:
Additional paid-in capital	(12,077)	(14,054)
Treasury stock, at cost, 10 and 0 shares, respectively	(235)	(181)
Cumulative deficit	(96,593)	(32,896)
Total stockholders' deficit	(108,898)	(47,124)
Non-controlling interest	(68,793)	(36,823)
Total deficit	(177,691)	(83,947)
Total liabilities, preferred stock and stockholders' deficit	168,972	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

Revenue - Allowance for Credit Loss (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for credit loss, beginning balance	$ 4,656
Additions charged to expense	1,949
Deductions/write-offs	(1,968)
ASU 2016-13 (Topic 326) adjustment	(233)
Allowance for credit loss, ending balance	$ 4,404

Fair Value Measurements - Contingent Consideration Assumptions (Details)	Sep. 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	0.1250
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	0.2625
ClickDealer \| Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.1250
ClickDealer \| Days from period end to payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	90

Employee and Director Incentive Plans (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Apr. 12, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jul. 15, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense		$ 0.5	$ 1.4	$ 2.6	$ 5.3
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)				530,000
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
Award vesting period (in years)	4 years
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%

Debt - Maturities of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2023	$ 688
2024	2,750
2025	14,167
2026	269,034
Total debt	$ 286,639	$ 261,625

Revenue

9 Months Ended

Sep. 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 September 30, 2023
	Brand Direct		Marketplace		Technology Solutions		Intercompany Eliminations		Total
Net revenue:
Customer acquisition	$	43,446	$	35,081	$	—	$	(5,111)	$	73,416
Managed services	594		—		511		—		1,105
Software services	—		—		1,512		—		1,512
Total Net revenue	$	44,040	$	35,081	$	2,023	$	(5,111)	$	76,033


	Three Months Ended September 30, 2022
	Brand Direct		Marketplace		Technology Solutions		Intercompany Eliminations		Total
Net revenue:
Customer acquisition	$	41,381	$	53,230	$	—	$	(8,059)	$	86,552
Managed services	937		—		1,076		—		2,013
Software services	—		—		1,501		—		1,501
Total Net revenue	$	42,318	$	53,230	$	2,577	$	(8,059)	$	90,066


	Nine Months Ended September 30, 2023
	Brand Direct		Marketplace		Technology Solutions		Intercompany Eliminations		Total
Net revenue:
Customer acquisition	$	147,892	$	104,846	$	—	$	(13,670)	$	239,068
Managed services	3,246		—		2,021		—		5,267
Software services	—		—		4,563		—		4,563
Total Net revenue	$	151,138	$	104,846	$	6,584	$	(13,670)	$	248,898


	Nine Months Ended September 30, 2022
	Brand Direct		Marketplace		Technology Solutions		Intercompany Eliminations		Total
Net revenue:
Customer acquisition	$	144,123	$	166,128	$	—	$	(31,551)	$	278,700
Managed services	4,211		—		3,989		—		8,200
Software services	—		—		3,472		—		3,472
Total Net revenue	$	148,334	$	166,128	$	7,461	$	(31,551)	$	290,372

The Company generated revenue outside the United States through its 2023 ClickDealer acquisition. The following table represents these revenues by region (in thousands):


	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Europe	$	5,980	$	11,049
Other International	3,108		6,649

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	1,949
Deductions/write-offs	(1,968)
ASU 2016-13 (Topic 326) adjustment	(233)
Balance, September 30, 2023	$	4,404

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 September 30, 2023 and December 31, 2022, the balance of deferred revenue was $0.8 million and $1.0 million, respectively. We expect the majority of the deferred revenue balance at September 30, 2023 to be recognized as revenue during the following quarter.

For the three and nine months ended September 30, 2023, one customer accounted for approximately 14.0% and 14.9%, respectively, of our total revenue. For the three and nine months ended September 30, 2022, one customer accounted for approximately 27.9% and 23.0%, respectively, of our total revenue.

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

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

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Business Combination and Asset Acquisition [Abstract]

Leases - Additional Information (Details) $ in Millions	3 Months Ended	9 Months Ended
Leases - Additional Information (Details) $ in Millions	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)
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)	3.46%	3.46%
Operating lease, payments		$ 1.7
Lease termination costs	$ 0.1	$ 0.5

Acquisitions

9 Months Ended

Sep. 30, 2023

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 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. On August 22, 2023 the Post-closing Net Working Capital adjustment amount together with $0.5 million of the holdback was paid to the Sellers in cash. The remaining holdback of $2.0 million is expected to be released within 24 months of the closing date, subject to certain criteria.

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 on the acquisition date fair values 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, Business Combinations, 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 106.7 thousand 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 199.3 thousand unregistered shares of Class A Common Stock, priced at $50.18, 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 86.0 thousand 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.

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. The contingent consideration for the Aimtell / PushPros acquisition will finalize on December 31, 2023, the end of the earnout period.

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 prepaid expenses 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 September 30, 2023		Nine Months Ended September 30, 2023
	ClickDealer		ClickDealer
Net revenue	$	19,582	$	37,392
Net income from operations	$	(224)	$	479


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
	Traverse		Traverse
Net revenue	$	709	$	1,069
Net income from operations	$	229	$	299

Pro Forma Information

The following unaudited pro forma financial information represents the consolidated financial information as if the acquisitions had been included in our consolidated results beginning on the first day of the fiscal year prior to their respective acquisition dates. There is no pro forma financial information for three months ended September 30, 2023 as the results remain consistent. Pro forma financial information is presented in the table below (in thousands):


	Three Months Ended September 30, 2022
	(unaudited)
	DMS		ClickDealer		Pro Forma
Net revenue	$	90,066	$	21,087	$	111,153
Net income from operations	$	(4,209)	$	2,339	$	(1,870)


	Nine Months Ended September 30, 2023
	(unaudited)
	DMS		ClickDealer		Pro Forma
Net revenue	$	248,898	$	19,865	$	268,763
Net income (loss) from operations	$	(70,603)	$	1,704	$	(68,899)


	Nine Months Ended September 30, 2022
	(unaudited)
	DMS		Traverse		ClickDealer		Pro Forma
Net revenue	$	290,372	$	999	$	57,624	$	348,995
Net income from operations	$	(17,075)	$	(417)	$	5,942	$	(11,550)

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.

Business, Basis of Presentation and Summary of Significant Accounting Policies (Details)	Aug. 28, 2023	Sep. 30, 2023	Dec. 31, 2022
Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Equity conversion ratio	0.06
Class B Common Stock
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Equity conversion ratio	0.06
DMSH \| DMSH
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Equity method investment, ownership percentage		62.30%
Sellers \| DMSH
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners		37.70%	39.10%

Acquisitions - Net Assets And Liabilities Acquired (Details) - USD ($) $ in Thousands		9 Months Ended
	Mar. 30, 2023	Sep. 30, 2023	Sep. 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

Income Taxes	9 Months Ended
Income Taxes	Sep. 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 62.3% 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 $0.3 million and $2.5 million for the three and nine months ended September 30, 2023, respectively. The blended effective tax rate for the three and nine months ended September 30, 2023 was 25.0% and 25.2%, 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 $0.5 million and $0.8 million for the three and nine months ended September 30, 2022, respectively. The blended effective tax rate for the three and nine months ended September 30, 2022 was 26.2% and 25.0%, 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 September 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 September 30, 2023 and December 31, 2022, the current portion of Tax Receivable Agreement liability of $0.2 million was attributable to carryback claims, respectively. We will continue to evaluate the positive and negative evidence in determining the realizability of the Company’s DTAs.

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

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Schedule of Operating Lease Maturity

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Net revenue	$ 76,033	$ 90,066	$ 248,898	$ 290,372
Intercompany Eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(5,111)	(8,059)	(13,670)	(31,551)
Brand Direct \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	44,040	42,318	151,138	148,334
Marketplace \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	35,081	53,230	104,846	166,128
Technology Solutions \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	2,023	2,577	6,584	7,461
Customer acquisition
Disaggregation of Revenue [Line Items]
Net revenue	73,416	86,552	239,068	278,700
Customer acquisition \| Intercompany Eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(5,111)	(8,059)	(13,670)	(31,551)
Customer acquisition \| Brand Direct \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	43,446	41,381	147,892	144,123
Customer acquisition \| Marketplace \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	35,081	53,230	104,846	166,128
Customer acquisition \| Technology Solutions \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Managed services
Disaggregation of Revenue [Line Items]
Net revenue	1,105	2,013	5,267	8,200
Managed services \| Intercompany Eliminations
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Managed services \| Brand Direct \| Operating Segments
Disaggregation of Revenue [Line Items]
Net revenue	594	937	3,246	4,211
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	511	1,076	2,021	3,989
Software services
Disaggregation of Revenue [Line Items]
Net revenue	1,512	1,501	4,563	3,472
Software services \| Intercompany Eliminations
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
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	$ 1,512	$ 1,501	$ 4,563	$ 3,472

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

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


	Lease Amounts
2023	$	566
2024	1,751
2025	546
Total	2,863
Less: Imputed interest	(63)
Present value of operating lease liabilities	$	2,800

Schedule of Operating Leases Cost

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


		Three Months Ended September 30,				Nine Months Ended September 30,
Category	Statement of Operations Location	2023		2022		2023		2022
Operating lease costs	General and administrative expenses	$	282	$	163	$	864	$	549
Short-term lease costs	General and administrative expenses	86		92		277		186
Sub-lease income	General and administrative expenses	(183)		(145)		(545)		(388)
Total lease costs, net		$	185	$	110	$	596	$	347

Revenue - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Contract with customer, liability	$ 0.8		$ 0.8		$ 1.0
Customer1 \| Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk (as percent)	14.00%	27.90%	14.90%	23.00%

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.

Allowance for credit loss

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

Sep. 30, 2023

Dec. 31, 2022

$ 4,404

$ 4,656

Preferred stock par value (in usd per share)

$ 0.0001

Preferred stock, authorized (in shares)

100,000,000

Treasury stock (in shares)

1,672,000

10,000

Preferred Stock

Preferred stock outstanding (in shares)

140,000

^[1]

^[2]

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

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

2,766,000

Common stock par value (in usd per share)

2,766,000

Class B Common Stock

$ 0.0001

Common stock authorized (in shares)

60,000,000

Common stock par value (in usd per share)

1,672,000

Class C common stock

$ 0.0001

Common stock authorized (in shares)

40,000,000

Business Combination and Asset Acquisition [Abstract]

[1]	See Note 8. Fair Value Measurements and Note 9. Equity.
[2]	See Note 8. Fair Value Measurements and Note 9. Equity.

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2023

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

The impact of these adjustments on the acquisition date fair values 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 September 30, 2023		Nine Months Ended September 30, 2023
	ClickDealer		ClickDealer
Net revenue	$	19,582	$	37,392
Net income from operations	$	(224)	$	479


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
	Traverse		Traverse
Net revenue	$	709	$	1,069
Net income from operations	$	229	$	299

Schedule of Pro Forma Information


	Three Months Ended September 30, 2022
	(unaudited)
	DMS		ClickDealer		Pro Forma
Net revenue	$	90,066	$	21,087	$	111,153
Net income from operations	$	(4,209)	$	2,339	$	(1,870)


	Nine Months Ended September 30, 2023
	(unaudited)
	DMS		ClickDealer		Pro Forma
Net revenue	$	248,898	$	19,865	$	268,763
Net income (loss) from operations	$	(70,603)	$	1,704	$	(68,899)


	Nine Months Ended September 30, 2022
	(unaudited)
	DMS		Traverse		ClickDealer		Pro Forma
Net revenue	$	290,372	$	999	$	57,624	$	348,995
Net income from operations	$	(17,075)	$	(417)	$	5,942	$	(11,550)

Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
Reportable Segments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Net revenue	$ 76,033		$ 90,066	$ 248,898	$ 290,372
Cost of revenue (exclusive of depreciation and amortization)	58,506		66,378	189,892	211,997
Gross profit (exclusive of depreciation and amortization)	17,527		23,688	59,006	78,375
Salaries and related costs	10,770		11,668	34,484	38,612
General and administrative expenses	10,087		9,076	35,072	32,622
Depreciation and amortization	4,778		7,142	15,732	21,377
Impairment of goodwill	0	$ 33,800	0	33,795	0
Impairment of intangible assets	0		0	7,791	0
Acquisition costs	17		14	3,020	306
Change in fair value of contingent consideration liabilities	(208)		(3)	(285)	2,533
Loss from operations	(7,917)		(4,209)	(70,603)	(17,075)
Intercompany eliminations
Segment Reporting Information [Line Items]
Net revenue	(5,111)		(8,059)	(13,670)	(31,551)
Cost of revenue (exclusive of depreciation and amortization)	(5,111)		(8,059)	(13,670)	(31,551)
Brand Direct \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	44,040		42,318	151,138	148,334
Cost of revenue (exclusive of depreciation and amortization)	36,474		32,873	120,522	117,459
Gross profit (exclusive of depreciation and amortization)	7,566		9,445	30,616	30,875
Impairment of goodwill				0
Marketplace \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	35,081		53,230	104,846	166,128
Cost of revenue (exclusive of depreciation and amortization)	26,713		41,202	81,498	125,045
Gross profit (exclusive of depreciation and amortization)	8,368		12,028	23,348	41,083
Impairment of goodwill				33,795
Technology Solutions \| Operating Segments
Segment Reporting Information [Line Items]
Net revenue	2,023		2,577	6,584	7,461
Cost of revenue (exclusive of depreciation and amortization)	430		362	1,542	1,044
Gross profit (exclusive of depreciation and amortization)	$ 1,593		$ 2,215	5,042	$ 6,417
Impairment of goodwill				$ 0

Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 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 62.3% 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 37.7% 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.
Reverse Stock Split	Reverse Stock SplitOn August 28, 2023, the Company effected a reverse stock split (the “Reverse Stock Split”) of the Company’s Class A Common Stock and Class B Common Stock at a ratio of 1-for-15. All historical share amounts disclosed in this quarterly report on Form 10-Q have been retroactively restated to reflect the Reverse Stock Split. No fractional shares were issued as a result of the Reverse Stock Split, as fractional shares of Common Stock were rounded up to the nearest whole share.
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 Accounting Standards Codification (“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. 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.

Acquisitions - Net Revenue and Net Income (Loss) Attributable to DMS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Traverse
Business Acquisition [Line Items]
Net revenue		$ 709		$ 1,069
Net income from operations		$ 229		$ 299
ClickDealer
Business Acquisition [Line Items]
Net revenue	$ 19,582		$ 37,392
Net income from operations	$ (224)		$ 479

Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

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


	September 30, 2023		December 31, 2022
Term loan	$	233,654	$	221,625
Revolving credit facility	52,985		40,000


Total debt	286,639		261,625
Less: Unamortized debt issuance costs (1)	(9,849)		(4,802)
Debt, net	276,790		256,823
Less: Current portion of long-term debt	(2,750)		(2,250)
Long-term debt	$	274,040	$	254,573

____________________

(1)Includes net debt issuance discount, amendment’s administrative fees and other costs.

Schedule of Maturities of Long-term Debt

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



2023	$	688
2024	2,750
2025	14,167
2026	269,034



Total debt	$	286,639

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

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Fair Value Measurements

9 Months Ended

Sep. 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”) 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 963 thousand shares of Class A Common Stock (“Preferred Warrants”).

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 $9.6795 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-Merton 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:


	September 30, 2023

Preferred Warrants Fair Value Per Share	$	0.72
Preferred Warrant valuation inputs:
Stock price - DMS Inc. Class A Common Stock	$	1.60

Remaining contractual term in years	4.50
Estimated volatility	100.0		%
Dividend yield	0.0		%
Risk free interest rate	4.60		%

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 $172.50 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 $270.00 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 sheets as of September 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 September 30, 2023, the Company has approximately 4 million Private Placement Warrants outstanding (convertible into 267 thousand Class A Commont Stock), the total value of which is not material to the financial statements.

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 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	12.50	%
Days from period end to payment	90











	ClickDealer
Revenue Volatility	50	%
Iteration (actual)	100,000
Risk Adjustment Discount Rate	26.25	%
Risk free / Credit risk	12.50	%
Days from period end to payment	90

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


		September 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	—		—		397		397
Preferred warrants - Series B preferred stock	Warrant liabilities	—		—		297		297

Contingent consideration - Aramis	Contingent consideration payable - current	—		—		1,000		1,000

Contingent consideration - ClickDealer	Contingent consideration payable - current	—		—		779		779
Contingent consideration - ClickDealer	Contingent consideration payable - non-current	—		—		1,281		1,281
Total		$	—	$	—	$	3,778	$	3,778


		September 30, 2022
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Liabilities:
Private placement warrants - Class B common stock	Warrant liabilities	$	—	$	—	$	1,480	$	1,480
Contingent consideration - Aramis	Contingent consideration payable - current	—		—		933		933

Contingent consideration - Traverse	Contingent consideration payable - current	—		—		438		438

Contingent consideration - Aimtell/PushPros	Contingent consideration payable - non-current	—		—		31		31
Total		$	—	$	—	$	2,882	$	2,882

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, June 30, 2023	$	24	$	3,178	$	3,768

Changes in fair value	—		(2,484)		(208)
Settlements	—		—		(500)

Balance, September 30, 2023	$	24	$	694	3,060


	Private Placement Warrants		Contingent Consideration
Balance, June 30, 2022	$	480	$	11,403
Additions	—		2
Changes in fair value	1,000		(3)
Settlements	—		(10,000)
Balance, September 30, 2022	$	1,480	$	1,402


	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)		(7,973)		(285)
Settlements	—		—		(500)
Other (1)	—		—		(65)
Balance, September 30, 2023	$	24	$	694	$	3,060

____________________

(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	—		430
Changes in fair value	(2,480)		2,533
Settlements	—		(10,000)
Balance, September 30, 2022	$	1,480	$	1,402

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.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 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.

Earnings Per Share - Additional Information (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class B Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	1,700,000		1,700,000
Series A Preferred Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	80,000		80,000
Series B Preferred Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	60,000		60,000
Private Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	4,000,000	4,000,000	4,000,000	4,000,000
Public Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	10,000,000	10,000,000	10,000,000	10,000,000
Preferred Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	14,400,000		14,400,000
Stock Options
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	100,000	100,000	100,000	100,000
Restricted Stock Units (RSUs)
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	28,300	100,000	28,300	100,000
Performance Shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	13,300	20,000	13,300	20,000

Acquisitions - Pro Forma Information (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Net revenue	$ 111,153	$ 268,763	$ 348,995
Net income (loss) from operations	(1,870)	(68,899)	(11,550)
DMS
Business Acquisition [Line Items]
Net revenue	90,066	248,898	290,372
Net income (loss) from operations	(4,209)	(70,603)	(17,075)
Traverse
Business Acquisition [Line Items]
Net revenue			999
Net income (loss) from operations			(417)
ClickDealer
Business Acquisition [Line Items]
Net revenue	21,087	19,865	57,624
Net income (loss) from operations	$ 2,339	$ 1,704	$ 5,942

Reportable Segments

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Reportable Segments

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenue	$	76,033	$	90,066	$	248,898	$	290,372
Brand Direct	44,040		42,318		151,138		148,334
Marketplace	35,081		53,230		104,846		166,128
Technology Solutions	2,023		2,577		6,584		7,461
Intercompany eliminations	(5,111)		(8,059)		(13,670)		(31,551)
Cost of revenue (exclusive of depreciation and amortization)	58,506		66,378		189,892		211,997
Brand Direct	36,474		32,873		120,522		117,459
Marketplace	26,713		41,202		81,498		125,045
Technology Solutions	430		362		1,542		1,044
Intercompany eliminations	(5,111)		(8,059)		(13,670)		(31,551)
Gross profit (exclusive of depreciation and amortization)	17,527		23,688		59,006		78,375
Brand Direct	7,566		9,445		30,616		30,875
Marketplace	8,368		12,028		23,348		41,083
Technology Solutions	1,593		2,215		5,042		6,417
Salaries and related costs	10,770		11,668		34,484		38,612
General and administrative expenses	10,087		9,076		35,072		32,622
Depreciation and amortization	4,778		7,142		15,732		21,377
Impairment of goodwill	—		—		33,795		—
Impairment of intangible assets	—		—		7,791		—
Acquisition costs	17		14		3,020		306
Change in fair value of contingent consideration liabilities	(208)		(3)		(285)		2,533
Loss from operations	$	(7,917)	$	(4,209)	$	(70,603)	$	(17,075)

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

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Schedule of Earnings Per Share, Basic and Diluted

Goodwill and Intangible Assets - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross	$ 147,196	$ 117,806
Impairment	(29,361)	(21,570)
Accumulated Amortization	(77,879)	(68,717)
Net	39,956	27,519
Technology
Finite-Lived Intangible Assets [Line Items]
Gross	59,096	54,316
Impairment	(5,951)	(5,933)
Accumulated Amortization	(43,515)	(39,411)
Net	$ 9,630	$ 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	(25,331)	(21,205)
Net	$ 25,873	$ 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	(7,144)	(6,233)
Net	$ 4,444	$ 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	(1,889)	(1,868)
Net	$ 9	$ 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

Fair Value Measurements - Change in the Warrant Liability and Contingent Consideration (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Mar. 29, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		$ 3,768	$ 11,403	$ 1,453	$ 8,439
Additions			2	2,457	430
Changes in fair value		(208)	(3)	(285)	2,533
Settlements		(500)	(10,000)	(500)	(10,000)
Other				(65)
Ending balance		3,060	1,402	3,060	1,402
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		24	480	600	3,960
Additions			0	0	0
Changes in fair value		0	1,000	(576)	(2,480)
Settlements		0	0	0	0
Other				0
Ending balance		24	$ 1,480	24	$ 1,480
Series A and B Preferred Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		3,178		0
Additions	$ 8,700			8,667
Changes in fair value		(2,484)		(7,973)
Settlements		0		0
Other				0
Ending balance		$ 694		$ 694

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 10, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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	DMSL (1)
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	Q3
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Class A Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		2,765,764
Class B Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		1,672,139
Redeemable warrants to acquire Class A common stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		28,443,522

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator:
Net loss	$	(17,107)	$	(10,121)	$	(85,299)	$	(27,365)

Net loss attributable to non-controlling interest	(6,445)		$	(4,010)	(33,099)		(10,765)
Accretion and dividend Series A and B convertible redeemable preferred stock	(156)		$	—	(11,497)		—
Net loss attributable to Digital Media Solutions, Inc. - Class A common stock - basic	$	(10,818)	$	(6,111)	$	(63,697)	$	(16,600)

Add: Income effects of Class B convertible common stock	$	—	$	(4,010)	$	—	$	—

Net loss attributable to Digital Media Solutions, Inc. - Class A common stock - diluted	$	(10,818)	$	(10,121)	$	(63,697)	$	(16,600)

Denominator:
Weighted-average Class A common shares outstanding – basic	2,763		2,664		2,721		2,510
Add: dilutive effects of Class B convertible common stock	—		1,713		—		—




Weighted-average Class A common shares outstanding – diluted	2,763		4,377		2,721		2,510

Net loss per common share:
Basic – per Class A common shares	$	(3.92)	$	(2.29)	$	(23.41)	$	(6.61)
Diluted – per Class A common shares	$	(3.92)	$	(2.31)	$	(23.41)	$	(6.61)

Goodwill and Intangible Assets - Amortization Expense (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 2,464
2024	9,504
2025	4,990
2026	4,301
2027	3,686
Thereafter	$ 15,011

Earnings Per Share

9 Months Ended

Sep. 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator:
Net loss	$	(17,107)	$	(10,121)	$	(85,299)	$	(27,365)

Net loss attributable to non-controlling interest	(6,445)		$	(4,010)	(33,099)		(10,765)
Accretion and dividend Series A and B convertible redeemable preferred stock	(156)		$	—	(11,497)		—
Net loss attributable to Digital Media Solutions, Inc. - Class A common stock - basic	$	(10,818)	$	(6,111)	$	(63,697)	$	(16,600)

Add: Income effects of Class B convertible common stock	$	—	$	(4,010)	$	—	$	—

Net loss attributable to Digital Media Solutions, Inc. - Class A common stock - diluted	$	(10,818)	$	(10,121)	$	(63,697)	$	(16,600)

Denominator:
Weighted-average Class A common shares outstanding – basic	2,763		2,664		2,721		2,510
Add: dilutive effects of Class B convertible common stock	—		1,713		—		—




Weighted-average Class A common shares outstanding – diluted	2,763		4,377		2,721		2,510

Net loss per common share:
Basic – per Class A common shares	$	(3.92)	$	(2.29)	$	(23.41)	$	(6.61)
Diluted – per Class A common shares	$	(3.92)	$	(2.31)	$	(23.41)	$	(6.61)

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 nine months ended September 30, 2023, the Company excluded 1.7 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, 0.1 million stock options, 28.3 thousand RSUs, 13.3 thousand 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 nine months ended September 30, 2022, the Company excluded 4.0 million private warrants, 10.0 million public warrants, 0.1 million stock options, 0.1 million RSUs and 20.0 thousand 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. For the nine months ended September 30, 2022, the Company excluded the Class B convertible stock, as their effect would have been anti-dilutive.

Reportable Segments (Tables)

9 Months Ended

Sep. 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenue	$	76,033	$	90,066	$	248,898	$	290,372
Brand Direct	44,040		42,318		151,138		148,334
Marketplace	35,081		53,230		104,846		166,128
Technology Solutions	2,023		2,577		6,584		7,461
Intercompany eliminations	(5,111)		(8,059)		(13,670)		(31,551)
Cost of revenue (exclusive of depreciation and amortization)	58,506		66,378		189,892		211,997
Brand Direct	36,474		32,873		120,522		117,459
Marketplace	26,713		41,202		81,498		125,045
Technology Solutions	430		362		1,542		1,044
Intercompany eliminations	(5,111)		(8,059)		(13,670)		(31,551)
Gross profit (exclusive of depreciation and amortization)	17,527		23,688		59,006		78,375
Brand Direct	7,566		9,445		30,616		30,875
Marketplace	8,368		12,028		23,348		41,083
Technology Solutions	1,593		2,215		5,042		6,417
Salaries and related costs	10,770		11,668		34,484		38,612
General and administrative expenses	10,087		9,076		35,072		32,622
Depreciation and amortization	4,778		7,142		15,732		21,377
Impairment of goodwill	—		—		33,795		—
Impairment of intangible assets	—		—		7,791		—
Acquisition costs	17		14		3,020		306
Change in fair value of contingent consideration liabilities	(208)		(3)		(285)		2,533
Loss from operations	$	(7,917)	$	(4,209)	$	(70,603)	$	(17,075)

Acquisitions - Changes in Fair Value (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Mar. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill		$ 48,444		$ 48,444		$ 77,238
Change in fair value of contingent consideration liabilities		(208)	$ (3)	(285)	$ 2,533
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

Leases - Operating Leases Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease costs	$ 282	$ 163	$ 864	$ 549
Short-term lease costs	86	92	277	186
Sub-lease income	(183)	(145)	(545)	(388)
Total lease costs, net	$ 185	$ 110	$ 596	$ 347

Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Income Statement [Abstract]

Net revenue

$ 76,033

$ 90,066

$ 248,898

$ 290,372

Cost of revenue (exclusive of depreciation and amortization)

58,506

66,378

189,892

211,997

Salaries and related costs

10,770

11,668

34,484

38,612

General and administrative expenses

10,087

9,076

35,072

32,622

Depreciation and amortization

4,778

7,142

15,732

21,377

Impairment of goodwill

33,795

Impairment of intangible assets

7,791

Acquisition costs

3,020

306

Change in fair value of contingent consideration liabilities

(208)

(3)

(285)

2,533

Loss from operations

(7,917)

(4,209)

(70,603)

(17,075)

Interest expense, net

11,989

4,570

25,732

12,072

Change in fair value of warrant liabilities

(2,484)

1,000

(8,549)

(2,480)

Change in Tax Receivable Agreement liability

(121)

Other

^[1]

Net loss before income taxes

(17,441)

(9,658)

(87,797)

(26,546)

Income tax (benefit) expense

(334)

463

(2,498)

819