Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Cover page | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Digital Media Solutions, Inc. |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Small Business | true |
Entity Central Index Key | 0001725134 |
CONSOLIDATED BALANCE SHEETS (FY
CONSOLIDATED BALANCE SHEETS (FY) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 31,397 | $ 3,008 |
Accounts receivable, net of allowances of $3,121 and $941, respectively | 42,085 | 30,137 |
Prepaid and other current assets | 2,943 | 2,217 |
Income tax receivable | 474 | 0 |
Total current assets | 76,899 | 35,362 |
Property and equipment, net | 15,016 | 8,728 |
Goodwill | 44,904 | 41,826 |
Intangible assets, net | 46,447 | 57,935 |
Deferred tax assets | 18,948 | 0 |
Other assets | 206 | 254 |
Total assets | 202,420 | 144,105 |
Current liabilities: | ||
Accounts payable | 37,191 | 24,160 |
Accrued expenses and other current liabilities | 9,886 | 10,839 |
Current portion of long-term debt and notes payable | 7,967 | 4,150 |
Income tax payable | 1,413 | 0 |
Short-term Tax Receivable Agreement liability | 510 | 0 |
Contingent consideration payable | 0 | 1,000 |
Total current liabilities | 56,967 | 40,149 |
Commitments and contingencies (Note 13) | ||
Long-term debt | 193,591 | 201,048 |
Long-term Tax Receivable Agreement liability | 15,760 | 0 |
Deferred tax liability | 7,024 | 8,675 |
Private Placement Warrant liabilities | 22,080 | 0 |
Contingent consideration payable - noncurrent | 0 | |
Other non-current liabilities | 2,683 | 491 |
Total liabilities | 298,105 | 250,363 |
Preferred stock, $0.0001 par value, 100,000 shares authorized; none issued and outstanding at December 31, 2020 and no shares were issued and outstanding at December 31, 2019. | 0 | 0 |
Additional paid-in capital | (48,027) | 0 |
Retained earnings | (3,146) | 0 |
Total stockholders' deficit | (51,167) | 0 |
Non-controlling interest | (44,518) | 0 |
Member deficit | 0 | (106,258) |
Total deficit | (95,685) | (106,258) |
Total liabilities and deficit | 202,420 | 144,105 |
Class A Common Stock | ||
Current liabilities: | ||
Common stock | 3 | 0 |
Class B Common Stock | ||
Current liabilities: | ||
Common stock | 3 | 0 |
Class C common stock | ||
Current liabilities: | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (FY) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Allowance for credit loss | $ 3,526 | $ 3,121 | $ 941 |
Preferred stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock issued (in shares) | 0 | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 | 0 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | |
Common stock authorized (in shares) | 600,000,000 | 600,000,000 | |
Common stock outstanding (in shares) | 0 | ||
Class A Common Stock | |||
Preferred stock issued (in shares) | 32,393,000 | ||
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 33,687,000 | 0 | |
Common stock outstanding (in shares) | 33,687,000 | 32,392,576 | 0 |
Class B Common Stock | |||
Preferred stock issued (in shares) | 25,999,000 | ||
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 60,000,000 | 60,000,000 | 60,000,000 |
Common stock issued (in shares) | 25,999,000 | 0 | |
Common stock outstanding (in shares) | 25,999,000 | 25,999,464 | 0 |
Class C common stock | |||
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 40,000,000 | 40,000,000 | 40,000,000 |
Common stock issued (in shares) | 0 | 0 | 0 |
Common stock outstanding (in shares) | 0 | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (FY) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||||||||
Net revenue | $ 96,803 | $ 102,103 | $ 82,829 | $ 75,196 | $ 72,728 | $ 65,154 | $ 57,575 | $ 57,745 | $ 57,822 | $ 332,856 | $ 238,296 | |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 69,182 | 50,159 | 234,731 | 161,575 | ||||||||
Salaries and related costs | 10,269 | 8,331 | 33,386 | 27,978 | ||||||||
General and administrative expenses | 6,962 | 6,807 | 5,297 | $ 16,756 | 30,020 | 19,927 | ||||||
Change in fair value of warrant liabilities | 315 | 12,680 | (3,840) | 0 | (3,840) | 8,840 | 0 | |||||
Acquisition costs | 1,494 | 27 | 4,814 | 19,234 | ||||||||
Depreciation and amortization | 5,419 | 4,315 | 17,954 | 9,745 | ||||||||
Income (loss) from operations | 3,477 | 2,479 | 4,599 | 12,916 | 11,951 | (163) | ||||||
Interest expense | 3,257 | 3,790 | 13,740 | 10,930 | ||||||||
Net income (loss) before income taxes | (95) | (16,683) | 2,898 | 809 | 6,054 | (10,629) | (11,093) | |||||
Income tax expense | 117 | 52 | 3,085 | 137 | ||||||||
Net income (loss) | (212) | (17,867) | 1,262 | 2,134 | 757 | (2,233) | (9,492) | (111) | 606 | 4,153 | (13,714) | (11,230) |
Net income (loss) attributable to non-controlling interest | (7,481) | 2,463 | 0 | 0 | 0 | 0 | 0 | 0 | 2,463 | (5,018) | 0 | |
Net income (loss) attributable to Digital Media Solutions, Inc. | $ (119) | $ (10,386) | $ (1,201) | $ 2,134 | $ 757 | $ (2,233) | $ (9,492) | $ (111) | $ 606 | $ 1,690 | $ (8,696) | $ (11,230) |
Earnings (loss) per share attributable to Digital Media Solutions, Inc.: | ||||||||||||
Basic and diluted (usd per share) | $ (0.32) | $ 0.01 | $ 0.09 | $ (0.23) | ||||||||
Weighted-average shares outstanding - basic and diluted (in shares) | 32,369 | 32,294 | 32,294 | 32,335 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (FY) - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Total Stockholders' Deficit | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Retained Earnings | Non- controlling Interest | Members' Deficit | Warrant | |||||||
Beginning balance (in shares) at Dec. 31, 2018 | 0 | 0 | ||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ (73,403) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (73,403) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) | (11,230) | (11,230) | ||||||||||||||||
Member distributions | (21,625) | (21,625) | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | 0 | ||||||||||||||
Ending balance at Dec. 31, 2019 | (106,258) | 0 | $ 0 | $ 0 | 0 | 0 | 0 | (106,258) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Change in fair value of warrant liabilities | 0 | |||||||||||||||||
Net income (loss) | 757 | 0 | 0 | 757 | ||||||||||||||
Member distributions | (170) | $ 0 | $ 0 | (170) | ||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 0 | 0 | ||||||||||||||||
Ending balance at Mar. 31, 2020 | (105,671) | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Change in fair value of warrant liabilities | 0 | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | 0 | ||||||||||||||
Beginning balance at Dec. 31, 2019 | (106,258) | 0 | $ 0 | $ 0 | 0 | 0 | 0 | (106,258) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) | 4,153 | |||||||||||||||||
Ending balance at Sep. 30, 2020 | (80,070) | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Change in fair value of warrant liabilities | (3,840) | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | 0 | ||||||||||||||
Beginning balance at Dec. 31, 2019 | (106,258) | 0 | $ 0 | $ 0 | 0 | 0 | 0 | (106,258) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) | (13,714) | (7,351) | (7,351) | (5,018) | (1,345) | |||||||||||||
Member distributions | (162) | 8 | (170) | |||||||||||||||
Proceeds and shares issued in the Business Combination and the Conversion (Note 2) (in shares) | 32,294,000 | 25,857,000 | ||||||||||||||||
Proceeds and shares issued in the Business Combination and the Conversion (Note 2) As Restated | 20,491 | (46,635) | $ 3 | $ 3 | (50,846) | 4,205 | (40,647) | 107,773 | ||||||||||
DMSH units issued in SmarterChaos acquisition (Note 8) | 3,000 | 1,861 | 1,861 | 1,139 | ||||||||||||||
Stock-based compensation | $ 958 | 958 | 958 | |||||||||||||||
Working capital adjustment related to Business Combination (Note 2) | $ 99 | $ 142 | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 32,392,576 | 25,999,464 | 32,393,000 | [1] | 25,999,000 | [1] | |||||||||||
Ending balance at Dec. 31, 2020 | $ (95,685) | (51,167) | [1] | $ 3 | $ 3 | [1] | (48,027) | [1] | (3,146) | [1] | (44,518) | [1] | 0 | [1] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Adjustments related to proceeds from business combination | 7,100 | 5,100 | ||||||||||||||||
Change in fair value of warrant liabilities | 8,840 | $ 9,850 | ||||||||||||||||
Payments of Stock Issuance Costs | $ 400 | |||||||||||||||||
Beginning balance at Sep. 30, 2020 | (80,070) | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) | $ (17,867) | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 32,392,576 | 25,999,464 | 32,393,000 | [1] | 25,999,000 | [1] | |||||||||||
Ending balance at Dec. 31, 2020 | $ (95,685) | (51,167) | [1] | $ 3 | $ 3 | [1] | (48,027) | [1] | (3,146) | [1] | (44,518) | [1] | $ 0 | [1] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Change in fair value of warrant liabilities | 12,680 | |||||||||||||||||
Net income (loss) | (212) | (119) | $ (119) | (93) | ||||||||||||||
Member distributions | (21) | (21) | ||||||||||||||||
Proceeds and shares issued in the Business Combination and the Conversion (Note 2) (in shares) | 1 | |||||||||||||||||
Proceeds and shares issued in the Business Combination and the Conversion (Note 2) As Restated | 17 | 17 | 17 | |||||||||||||||
DMSH units issued in SmarterChaos acquisition (Note 8) | 15,000 | 9,384 | 9,384 | $ 5,616 | ||||||||||||||
Stock-based compensation | 1,365 | $ 1,365 | $ 1,365 | |||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 33,687,000 | 25,999,000 | 33,687,000 | 25,999,000 | ||||||||||||||
Ending balance at Mar. 31, 2021 | (79,536) | $ 3 | $ 3 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Change in fair value of warrant liabilities | $ 315 | |||||||||||||||||
[1] | As a result of the restatement, the Company’s Proceeds in the Business Combination and Net loss has changed by the fair value of Private Placement Warrant liabilities in Additional Paid-in Capital of $7.1 million, Retained Earnings of $5.1 million and Non-controlling interest of $9.85 million. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (FY) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net income (loss) | $ (13,714) | $ (11,230) |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 17,954 | 9,745 |
(Gains) losses from sales of assets | 411 | 0 |
Lease restructuring charges | 4,203 | 0 |
Change in fair value of warrant liabilities | 8,840 | 0 |
Stock-based compensation | 958 | 0 |
Provision for bad debt | 3,039 | 1,550 |
Payment of contingent consideration | (1,000) | (15,904) |
Amortization of debt issuance costs | 936 | 629 |
Deferred income taxes | (479) | 0 |
Other | 400 | 0 |
Change in operating assets and liabilities, net of effects from the purchase of acquired companies; | ||
Change in income tax receivable and payable | 1,138 | 0 |
Change in accounts receivable, net | (14,409) | (1,343) |
Change in prepaid expenses and other current assets | (630) | (776) |
Change in accounts payable and accrued expenses | 8,742 | (5,662) |
Change in contingent consideration payable | 0 | 13,841 |
Change in other liabilities | 622 | (405) |
Net cash provided by (used in) operating activities | 17,011 | (9,555) |
Cash flows from investing activities | ||
Additions to property and equipment | (10,372) | (6,533) |
Acquisition of businesses, net of cash acquired | (2,799) | (56,620) |
Other | 10 | (7) |
Net cash used in investing activities | (13,161) | (63,160) |
Cash flows from financing activities | ||
Proceeds from Business Combination | 29,278 | 0 |
Proceeds from issuance of long-term debt and notes payable | 2,253 | 99,000 |
Payments of long-term debt and notes payable | (5,641) | (2,775) |
Proceeds from borrowings on revolving credit facilities | 10,000 | 6,500 |
Payments of borrowings on revolving credit facilities | (11,000) | (1,500) |
Payment of debt issuance costs | (189) | (1,456) |
Payment of contingent consideration payable | 0 | (7,010) |
Distributions to members | (162) | (21,625) |
Net cash (used in) provided by financing activities | 24,539 | 71,134 |
Net change in cash | 28,389 | (1,581) |
Cash, beginning of period | 3,008 | 4,589 |
Cash, end of period | 31,397 | 3,008 |
Supplemental Disclosure of Cash Flow Information | ||
Interest | 13,255 | 10,213 |
Cash Tax Payments | 3,940 | 0 |
Non-Cash Investing and Financing Transactions: | ||
Issuance of equity for SmarterChaos acquisition | 3,000 | 0 |
Capital expenditures included in accounts payable | $ 325 | $ 307 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Q1) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 23,866 | $ 31,397 | $ 3,008 |
Accounts receivable, net of allowances of $3,526 and $3,121, respectively | 46,496 | 42,085 | 30,137 |
Prepaid and other current assets | 2,799 | 2,943 | 2,217 |
Income tax receivable | 474 | 474 | 0 |
Total current assets | 73,635 | 76,899 | 35,362 |
Property and equipment, net | 16,528 | 15,016 | 8,728 |
Goodwill | 49,757 | 44,904 | 41,826 |
Intangible assets, net | 61,029 | 46,447 | 57,935 |
Deferred tax assets | 18,826 | 18,948 | 0 |
Other assets | 206 | 206 | 254 |
Total assets | 219,981 | 202,420 | 144,105 |
Current liabilities: | |||
Accounts payable | 37,529 | 37,191 | 24,160 |
Accrued expenses and other current liabilities | 7,178 | 9,886 | 10,839 |
Current portion of long-term debt | 7,141 | 7,967 | 4,150 |
Accrued Income Taxes, Current | 2,546 | 1,413 | 0 |
Tax receivable agreement liability current | 510 | 510 | 0 |
Contingent consideration payable | 0 | 0 | 1,000 |
Total current liabilities | 54,904 | 56,967 | 40,149 |
Commitments and contingencies (Note 12) | |||
Long-term debt | 192,786 | 193,591 | 201,048 |
Long-term Tax Receivable Agreement liability | 15,760 | 15,760 | 0 |
Deferred tax liability | 5,886 | 7,024 | 8,675 |
Private Placement Warrant liabilities | 22,390 | 22,080 | 0 |
Contingent consideration payable - noncurrent | 5,307 | 0 | |
Other non-current liabilities | 2,484 | 2,683 | 491 |
Total liabilities | 299,517 | 298,105 | 250,363 |
Preferred stock, $0.0001 par value, 100,000 shares authorized; none issued and outstanding at March 31, 2021 | 0 | 0 | 0 |
Additional paid-in capital | (37,261) | (48,027) | 0 |
Retained earnings | (3,265) | (3,146) | 0 |
Total stockholders' deficit | (40,520) | (51,167) | 0 |
Non-controlling interest | (39,016) | (44,518) | 0 |
Total deficit | (79,536) | (95,685) | (106,258) |
Total liabilities and deficit | $ 219,981 | $ 202,420 | 144,105 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | |
Common stock authorized (in shares) | 600,000,000 | 600,000,000 | |
Class A Common Stock | |||
Current liabilities: | |||
Common stock | $ 3 | $ 3 | $ 0 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Class B Common Stock | |||
Current liabilities: | |||
Common stock | $ 3 | $ 3 | $ 0 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 60,000,000 | 60,000,000 | 60,000,000 |
Class C common stock | |||
Current liabilities: | |||
Common stock | $ 0 | $ 0 | $ 0 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 40,000,000 | 40,000,000 | 40,000,000 |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Q1) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Allowance for credit loss | $ 3,526 | $ 3,121 | $ 941 |
Preferred stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock issued (in shares) | 0 | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 | 0 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | |
Common stock authorized (in shares) | 600,000,000 | 600,000,000 | |
Common stock outstanding (in shares) | 0 | ||
Class A Common Stock | |||
Preferred stock issued (in shares) | 32,393,000 | ||
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 33,687,000 | 0 | |
Common stock outstanding (in shares) | 33,687,000 | 32,392,576 | 0 |
Class B Common Stock | |||
Preferred stock issued (in shares) | 25,999,000 | ||
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 60,000,000 | 60,000,000 | 60,000,000 |
Common stock issued (in shares) | 25,999,000 | 0 | |
Common stock outstanding (in shares) | 25,999,000 | 25,999,464 | 0 |
Class C common stock | |||
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 40,000,000 | 40,000,000 | 40,000,000 |
Common stock issued (in shares) | 0 | 0 | 0 |
Common stock outstanding (in shares) | 0 | 0 | 0 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Q1) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||||||||
Net revenue | $ 96,803 | $ 102,103 | $ 82,829 | $ 75,196 | $ 72,728 | $ 65,154 | $ 57,575 | $ 57,745 | $ 57,822 | $ 332,856 | $ 238,296 | |
Cost of revenue | 69,182 | 50,159 | 234,731 | 161,575 | ||||||||
Salaries and related costs | 10,269 | 8,331 | 33,386 | 27,978 | ||||||||
General and administrative expenses | 6,962 | 6,807 | 5,297 | $ 16,756 | 30,020 | 19,927 | ||||||
Acquisition costs | 1,494 | 27 | 4,814 | 19,234 | ||||||||
Depreciation and amortization | 5,419 | 4,315 | 17,954 | 9,745 | ||||||||
Income (loss) from operations | 3,477 | 2,479 | 4,599 | 12,916 | 11,951 | (163) | ||||||
Interest expense | 3,257 | 3,790 | 13,740 | 10,930 | ||||||||
Change in fair value of warrant liabilities | 315 | 12,680 | (3,840) | 0 | (3,840) | 8,840 | 0 | |||||
Net income (loss) before income taxes | (95) | (16,683) | 2,898 | 809 | 6,054 | (10,629) | (11,093) | |||||
Income tax expense | 117 | 52 | 3,085 | 137 | ||||||||
Net income (loss) | (212) | (17,867) | 1,262 | 2,134 | 757 | (2,233) | (9,492) | (111) | 606 | 4,153 | (13,714) | (11,230) |
Net income (loss) attributable to non-controlling interest | (7,481) | 2,463 | 0 | 0 | 0 | 0 | 0 | 0 | 2,463 | (5,018) | 0 | |
Net income (loss) attributable to Digital Media Solutions, Inc. | $ (119) | $ (10,386) | $ (1,201) | $ 2,134 | $ 757 | $ (2,233) | $ (9,492) | $ (111) | $ 606 | $ 1,690 | $ (8,696) | $ (11,230) |
Earnings (loss) per share attributable to Digital Media Solutions, Inc.: | ||||||||||||
Diluted (usd per share) | $ 0 | $ (0.32) | $ (0.04) | |||||||||
Basic (usd per share) | $ 0 | $ (0.32) | $ (0.04) | |||||||||
Weighted-average shares outstanding - basic (in shares) | 33,241 | |||||||||||
Weighted-average shares outstanding - diluted (in shares) | 33,241 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Q1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net income (loss) | $ (212) | $ 757 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 5,419 | 4,315 |
Lease restructuring charges | (303) | 0 |
Provision for bad debt | 410 | 143 |
Stock-based compensation | 1,257 | 0 |
Payment of contingent consideration | 0 | (1,000) |
Amortization of debt issuance costs | 233 | 280 |
Deferred income tax provision, net | (1,016) | (490) |
Change in fair value of contingent consideration | 382 | 0 |
Change in fair value of warrant liabilities | 315 | 0 |
Change in accounts receivable, net | 1,133 | 0 |
Change in accounts receivable, net | (1,069) | (4,870) |
Change in prepaid expenses and other current assets | 367 | (1,188) |
Change in accounts payable and accrued expenses | (5,703) | 3,174 |
Change in other liabilities | (24) | (12) |
Net cash provided by (used in) operating activities | 1,189 | 1,109 |
Cash flows from investing activities | ||
Additions to property and equipment | (2,391) | (2,976) |
Acquisition of businesses, net of cash acquired | (4,454) | 0 |
Net cash used in investing activities | (6,845) | (2,976) |
Cash flows from financing activities | ||
Payments of long-term debt and notes payable | (1,865) | (1,037) |
Proceeds from borrowings on revolving credit facilities | 0 | 10,000 |
Proceeds from warrants exercised | 11 | 0 |
Payment of debt issuance costs | 0 | (22) |
Distributions to members | (21) | (170) |
Net cash (used in) provided by financing activities | (1,875) | 8,771 |
Net change in cash | (7,531) | 6,904 |
Cash, beginning of period | 31,397 | 3,008 |
Cash, end of period | 23,866 | 9,912 |
Supplemental Disclosure of Cash Flow Information | ||
Interest | 3,098 | 3,612 |
Income taxes, net | 0 | 0 |
Equity issued to acquiree | 15,000 | 0 |
Non-Cash Investing and Financing Transactions: | ||
Capital expenditures included in accounts payable | $ 391 | $ 258 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Unaudited) (Q1) - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Total Stockholders' Deficit | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Retained Earnings | Non- controlling Interest | Members' Deficit | |||||||
Beginning balance (in shares) at Dec. 31, 2018 | 0 | 0 | |||||||||||||||
Beginning balance at Dec. 31, 2018 | $ (73,403) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (73,403) | |||||||||
Net income (loss) | (11,230) | (11,230) | |||||||||||||||
Other | (21,625) | (21,625) | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | 0 | |||||||||||||
Ending balance at Dec. 31, 2019 | (106,258) | 0 | $ 0 | $ 0 | 0 | 0 | 0 | (106,258) | |||||||||
Net income (loss) | 757 | 0 | 0 | 757 | |||||||||||||
Other | (170) | $ 0 | $ 0 | (170) | |||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 0 | 0 | |||||||||||||||
Ending balance at Mar. 31, 2020 | (105,671) | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | |||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | 0 | |||||||||||||
Beginning balance at Dec. 31, 2019 | (106,258) | 0 | $ 0 | $ 0 | 0 | 0 | 0 | (106,258) | |||||||||
Net income (loss) | 4,153 | ||||||||||||||||
Ending balance at Sep. 30, 2020 | (80,070) | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | 0 | |||||||||||||
Beginning balance at Dec. 31, 2019 | (106,258) | 0 | $ 0 | $ 0 | 0 | 0 | 0 | (106,258) | |||||||||
Net income (loss) | (13,714) | (7,351) | (7,351) | (5,018) | (1,345) | ||||||||||||
Shares issued in connection with acquisition of Aramis, PushPros and Aimtell (Note 8) | 3,000 | 1,861 | 1,861 | 1,139 | |||||||||||||
DMSH LLC units contributes equity interest in Aimtell LLC to DMS LLC, Acquisition (Note 8) (in shares) | 32,294,000 | 25,857,000 | |||||||||||||||
Shares issued in connection with acquisition of Aramis, PushPros and Aimtell (Note 8) | 20,491 | (46,635) | $ 3 | $ 3 | (50,846) | 4,205 | (40,647) | 107,773 | |||||||||
Stock-based compensation | 958 | 958 | 958 | ||||||||||||||
Other | $ (162) | 8 | (170) | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 32,392,576 | 25,999,464 | 32,393,000 | [1] | 25,999,000 | [1] | ||||||||||
Ending balance at Dec. 31, 2020 | $ (95,685) | (51,167) | [1] | $ 3 | $ 3 | [1] | (48,027) | [1] | (3,146) | [1] | (44,518) | [1] | 0 | [1] | |||
Beginning balance at Sep. 30, 2020 | (80,070) | ||||||||||||||||
Net income (loss) | $ (17,867) | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 32,392,576 | 25,999,464 | 32,393,000 | [1] | 25,999,000 | [1] | ||||||||||
Ending balance at Dec. 31, 2020 | $ (95,685) | (51,167) | [1] | $ 3 | $ 3 | [1] | (48,027) | [1] | (3,146) | [1] | (44,518) | [1] | $ 0 | [1] | |||
Net income (loss) | (212) | (119) | $ (119) | (93) | |||||||||||||
Acquisition of Aramis, PushPros and Aramis (Note 8) (in shares) | 1,293 | ||||||||||||||||
Shares issued in connection with acquisition of Aramis, PushPros and Aimtell (Note 8) | 15,000 | 9,384 | 9,384 | 5,616 | |||||||||||||
DMSH LLC units contributes equity interest in Aimtell LLC to DMS LLC, Acquisition (Note 8) (in shares) | 1 | ||||||||||||||||
Shares issued in connection with acquisition of Aramis, PushPros and Aimtell (Note 8) | 17 | 17 | 17 | ||||||||||||||
Stock-based compensation | 1,365 | $ 1,365 | $ 1,365 | ||||||||||||||
Other | (21) | $ (21) | |||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 33,687,000 | 25,999,000 | 33,687,000 | 25,999,000 | |||||||||||||
Ending balance at Mar. 31, 2021 | $ (79,536) | $ 3 | $ 3 | ||||||||||||||
[1] | As a result of the restatement, the Company’s Proceeds in the Business Combination and Net loss has changed by the fair value of Private Placement Warrant liabilities in Additional Paid-in Capital of $7.1 million, Retained Earnings of $5.1 million and Non-controlling interest of $9.85 million. |
BUSINESS, BASIS OF PRESENTATION
BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. 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, with satellite offices throughout the United States and Canada. The Company primarily operates and derives most of its revenues in the United States. Leo Holdings Corp. (“Leo”) a special purpose acquisition company, was incorporated on November 29, 2017 as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses. On July 15, 2020, Leo consummated a transaction structured similar to a reverse recapitalization (the “Business Combination”) and domesticated as a corporation incorporated in the state of Delaware. At the closing of the Business Combination (the “Closing”), Leo acquired the equity in Blocker and a portion of the equity of Digital Media Solutions Holding, LLC (“DMSH”) and Blocker became the sole managing member of DMSH, and Leo was renamed Digital Media Solutions, Inc. The Business Combination was structured as a reverse recapitalization. The historical operations of DMSH are deemed to be those of the Company. Thus, the financial statements included in this Quarterly Report reflect (i) the historical operating results of DMSH prior to the Business Combination; (ii) the combined results of the Company following the Business Combination; (iii) the assets and liabilities of Leo at historical cost; and (iv) the Company’s equity and earnings (loss) per share for all periods presented. Refer to Note 2. Business Combination for additional discussion related to the transaction. The Company operates as a performance marketing engine for companies across numerous industries, including consumer finance (mortgage), education (split between non-profit and for-profit), automotive (aftermarket auto warranty, auto insurance), insurance (health, homeowners), home services (home security), brand performance (consumer products), gig, health and wellness, and career (job pursuit). Through its agency business, DMS provides access and control over the advertising spend of clients, and also offers marketing automation software as a service (SaaS) to clients. The Company has organized its operations into three reportable segments. The Brand Direct reportable segment consists of services delivered against an advertiser’s brand, while the Marketplace reportable segment is made up of services delivered directly against the DMS brand. In the Other reportable segment, services offered by DMS include software services, and digital media services that are managed on behalf of the customer (i.e., Managed services). Restatement of Previously Issued Financial Statements On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). Specifically, the SEC Statement focused in part on provisions in warrant agreements that provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the Company’s Warrants issued in connection with the Business Combination Agreement, dated April 23, 2020, as amended on July 2, 2020 (the “Business Combination”) and recorded in equity in the Company’s consolidated balance sheet as a result of the Business Combination occurring on July 15, 2020. Because the Company’s Private Placement Warrants contain provisions whereby the settlement amount varies depending upon the characteristics of the warrant holder, the Private Placement Warrants should have been recorded at fair value as a liability in the Company’s consolidated balance sheet. There was no change to the Company’s Public Warrants as a result of the SEC Statement and the Company’s reevaluation, and therefore the Public Warrants continue to be classified in equity. Accordingly, due to this restatement, the Private Placement Warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020, as well as of the date of the Business Combination, and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of earnings (loss) and comprehensive income (loss). The restatement of the financial statements has no effect on the Company’s liquidity, cash or cash flows from operating activities. The Warrants continue to be deemed equity instruments for income tax purposes and, accordingly, there is no tax accounting relating to changes in the fair value of the Private Placement Warrants recognized for book purposes. As a result of classifying the Private Placement Warrants as liabilities, a portion of our transaction issuance costs that were previously included in equity were allocated to the Private Placement Warrants and recorded as general and administrative expenses. When presenting diluted earnings (loss) per share in this Quarterly Report, the shares issuable under the Private Placement Warrants were considered for inclusion in the diluted share count in accordance with U.S. generally accepted accounting principles (“GAAP”). Since the shares issuable under the Private Placement Warrants are issuable shares when exercised by the holders, they are included when computing diluted earnings (loss) per share to the extent such exercise is dilutive to EPS. Upon exercise, these shares will be included in Class A common stock in the Company’s basic EPS share count from the date of issuance. Also, upon exercise, the liability would be extinguished and the fair value at the time of the exercise of the shares issued in settlement will be recorded as an increase in equity. The Company’s policy is to recognize Private Placement Warrants as a liability and to recognize the fair value adjustments through mark-to market analysis into earnings for every period the balance sheets and the statement of operations is presented. Basis of Presentation These consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC. Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 55.5% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination) retained approximately 44.5% of the membership interest in DMSH (“non-controlling interests”). The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of net assets acquired in business combinations, loss contingencies, asset impairments, deferred taxes and amounts associated with the Tax Receivable Agreement related to the Business Combination. Revenue recognition The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in Accounting Standards Update (“ASC”) 606, Revenue from Contracts with Customers: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients are subjected to a credit review process that evaluates the client’s financial position and the ability and intention to pay. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers and strategic partners that we engage with to generate targeted marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. Other than certain of its managed services arrangements, the Company is the principal in the transaction. For the transactions where the Company is the principal, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. Customer acquisition The Company’s performance obligation for Customer acquisition contracts is to deliver an unspecified number of potential customers or leads (i.e., number of clicks, emails, calls and applications) to the customer in real-time, on a daily basis as the leads are generated, based on predefined qualifying characteristics specified by our customer. The contracts generally have a one-month term and the Company has an enforceable right to payment for all leads delivered to the customer. The Company’s customers simultaneously receive and consume the benefits provided, as the Company satisfies its performance obligations. The Company recognizes revenue as the performance obligations are satisfied over time. When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized and the corresponding amounts are recorded as unbilled revenue (i.e., contract assets) within Accounts receivable, net on the consolidated balance sheets. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. Managed services The Company’s performance obligation for Managed service contracts is to provide continuous service of managing the customer’s media spend for the purpose of generating leads through a third-party supplier of leads, as requested by our customer. Each month of service is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligation is satisfied each month and there is no estimation of revenue required at each reporting period for managed services contracts. The Company enters into agreements with Internet search companies, third-party publishers and/or strategic partners to generate customer acquisition services for their Managed service customers. The Company receives a fee from its customers and separately pays a fee to the Internet search companies, third-party publishers and/or strategic partners. The third-party supplier is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer. Therefore, in certain cases, the Company acts as the agent and the net fees earned by the Company are recorded as revenue, with no associated costs of revenue attributable to the Company. Software services The Company’s performance obligation for Software services contracts is to provide the customer with continuous, daily access to the Company’s proprietary software. Service provided each month is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligations are satisfied each month and there is no estimation of revenue required at each reporting period for Software services contracts. Cost of revenue Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition. These media costs are used primarily to drive user traffic to the Company’s and its clients’ media properties. Cost of revenue additionally consists of indirect costs such as data verification, hosting and fulfillment costs. Cost of revenue is presented exclusive of depreciation and amortization expenses, as well as salaries and related costs. Cash and cash equivalents The Company considers highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of the purchase to be cash equivalents. The Company’s cash is primarily held as cash deposits with no cash restrictions at retail and commercial banks. Accounts receivable, net Accounts receivables are recorded net of the allowance for doubtful accounts. Management determines the allowance for doubtful accounts based on factors including past write-offs and delinquency trends and current credit conditions. Accounts are written off when management determines that collection is unlikely. As of March 31, 2021 and 2020, the allowance for doubtful accounts was $3.5 million and $3.1 million, respectively, and bad debts expense was $0.4 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively. Property and equipment, net Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment consist of computer and office equipment, furniture and fixtures and leasehold improvements, which are depreciated on a straight-line basis over the estimated useful lives of the assets. Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment, for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. If such events or circumstances are present, a loss is recognized to the extent the carrying value of the asset is in excess of estimated fair value. Software development costs Costs for software developed for internal use are capitalized as Property and equipment on the Consolidated Balance Sheets during the preliminary stage and post-implementation stages and any initial research and development and maintenance costs are expensed as incurred. Costs incurred in the application development stage are capitalized when the internal use software is placed in service, and amortized over the estimated economic life of the software from the date of implementation. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including estimated economic life. Capitalized software development costs are amortized on a straight line basis over 3 years, an estimated useful life. Goodwill and other intangible assets As of the acquisition date, the Company measures and recognizes goodwill as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any non-controlling interest in the acquiree (if any), and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of net assets acquired and liabilities assumed. Goodwill acquired in Business Combinations is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date. On an annual basis, the Company performs a qualitative assessment of goodwill to determine whether it is necessary to perform a quantitative impairment test or more frequently upon the occurrence of certain triggering events or substantive changes in circumstances. The Company is only required to perform the annual quantitative goodwill impairment test if it is concluded that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Finite-lived intangible assets primarily consist of software with related technology, customer relationships, non-competition agreements and brand. These assets are initially capitalized based on fair value, acquisition cost, and fair value, if acquired as part of a business combination. The related costs are subsequently amortized on a straight-line basis over the estimated useful lives of the assets. The Company tests intangible assets with finite useful lives for impairment when a triggering event occurs, or circumstances change indicating that the fair value of the entity may be below its carrying amount. If no triggering event occurs, further impairment testing is not necessary. Contingencies The Company is subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. An estimated liability is recorded for those proceedings and claims when the loss from such proceedings and claims becomes probable and reasonably estimable. Outstanding claims are reviewed with internal and external counsel to assess the probability and the estimates of loss, including the possible range of an estimated loss. The risk of loss is reassessed each period and as new information becomes available and liabilities are adjusted as appropriate. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position but could possibly be material to the consolidated results of operations or cash flows for any one period. Business combinations Under the acquisition method of accounting, the Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. As a result, actual results may differ from these estimates. During the measurement period, the Company may record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings. At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company also measures the fair values of all non-contractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or a liability. Acquisition related costs not considered part of the consideration are expensed as incurred. Contingent consideration The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. If the contingent consideration is payable in cash, the Company classifies its contingent consideration as a liability. Contingent consideration payments related to acquisitions are measured at fair value at each reporting period using Level 3 unobservable inputs. The Company’s estimates of fair value are based upon projected cash flow, estimated volatility and other inputs but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in income from operations in the consolidated statements of operations. Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In most cases, the exit price and transaction (or entry) price will be the same at initial recognition. In this case, the fair value of financial instruments approximate fair value. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability. • Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities. • Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. • Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Warrants The Private Placement Warrants meet the definition of a derivative under ASC 815. The Private Placement Warrants are recorded as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of earnings (loss) and consolidated statements of comprehensive income (loss) at each reporting date. The Private Placement Warrants are valued using a Black-Scholes-Merton option pricing model using a combination of the historical share price volatility of the Company’s and other similar companies’ share prices and the implied volatility of the public warrants, market price and exercise price and the remaining life of the Private Placement Warrants. Advertising costs All advertising, promotional and marketing costs are expensed when incurred. Advertising, promotional and marketing costs for the three months ended March 31, 2021 and 2020 were $0.2 million and $0.5 million, respectively. Stock-based compensation Stock-based compensation is measured using the grant-date fair value of the award of equity instruments, including stock options and restricted stock units (“RSUs”). The expense is recognized over the requisite service period and forfeitures are recognized as incurred. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility in the fair market value of the Company’s common stock, a risk-free interest rate and expected dividends. The Company uses the simplified calculation of expected life as the contractual term for options of 10 years is longer than the Company has been publicly traded. The Company does not have enough historical perspective to estimate its volatility of its publicly traded shares or units. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. DMSH, the Company’s accounting predecessor, is a limited liability company treated as a partnership for U.S. federal income tax purposes and is not subject to entity-level U.S. federal income tax, except with respect to UE, which was acquired in November 2019. Because UE is treated as a corporation for U.S. federal income tax purposes, it is subject to entity-level U.S. federal income tax. As a result of the Business Combination, Blocker’s allocable share of earnings from DMSH are also subject to U.S. federal and state and local income taxes. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreemen | NOTE 1. BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) Business Digital Media Solutions, Inc. (“DMS Inc.”) is a digital performance marketing company offering a diversified lead and software delivery platform that drives high value and high intent leads to its customers. As used in this Annual Report, the “Company” refers to DMS Inc. and its consolidated subsidiaries, (including its wholly-owned subsidiary, CEP V DMS US Blocker Company, a Delaware corporation (“Blocker”)). The Company is headquartered in Clearwater, Florida, with satellite offices throughout the United States and Canada. The Company primarily operates and derives most of its revenues in the United States. Leo Holdings Corp. (“Leo”) a special purpose acquisition company, was incorporated on November 29, 2017 as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses. On July 15, 2020, Leo consummated a transaction structured similar to a reverse recapitalization (the “Business Combination”) and domesticated as a corporation incorporated in the state of Delaware. At the closing of the Business Combination (the “Closing”), Leo acquired the equity in Blocker and a portion of the equity of Digital Media Solutions Holding, LLC (“DMSH”) Blocker became the sole managing member of DMSH, and Leo was renamed Digital Media Solutions, Inc. The Business Combination was structured as a reverse recapitalization. The historical operations of DMSH are deemed to be those of the Company. Thus, the financial statements included in this Annual Report reflect (i) the historical operating results of DMSH prior to the Business Combination; (ii) the combined results of the Company following the Business Combination; (iii) the assets and liabilities of Leo at historical cost; and (iv) the Company’s equity and earnings (loss) per share for all periods presented. Refer to Note 2. Business Combination for additional discussion related to the transaction. The Company operates as a performance marketing engine for companies across numerous industries, including consumer finance (mortgage), education (split between non-profit and for-profit), automotive (aftermarket auto warranty, auto insurance), insurance (health, homeowners), home services (home security), brand performance (consumer products), gig, health and wellness, and career (job pursuit). Through its agency business, DMS provides access and control over the advertising spend of clients, and also offers marketing automation software as a service (SaaS) to clients. The Company has organized its operations into three reportable segments. The Brand Direct reportable segment consists of services delivered against an advertiser’s brand, while the Marketplace reportable segment is made up of services delivered directly against the DMS brand. In the Other reportable segment, services offered by DMS include software services, and digital media services that are managed on behalf of the customer (i.e., Managed services). Restatement of Previously Issued Financial Statements On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). Specifically, the SEC Staff Statement focused in part on provisions in warrant agreements that provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. As a result of the SEC Staff Statement, the Company reevaluated the accounting treatment of the Company’s Warrants issued in connection with the Business Combination Agreement, dated April 23, 2020, as amended on July 2, 2020 (the “Business Combination”) and recorded in equity in the Company’s consolidated balance sheet as a result of the Business Combination occurring on July 15, 2020. Because the Company’s Private Placement Warrants contain provisions whereby the settlement amount varies depending upon the characteristics of the warrant holder, the Private Placement Warrants should have been recorded at fair value as a liability in the Company’s consolidated balance sheet. There was no change to the Company’s Public Warrants as a result of the SEC Staff Statement and the Company’s reevaluation, and therefore the Public Warrants continue to be classified in equity. Accordingly, due to this restatement, the Private Placement Warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020, as well as of the date of the Business Combination, and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of earnings (loss) and comprehensive income (loss). The Warrants continue to be deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting relating to changes in the fair value of the Private Placement Warrants recognized for book purposes. As a result of classifying the Private Placement Warrants as liabilities, a portion of our transaction issuance costs that were previously included in equity were allocated to the Private Placement Warrants and recorded as general and administrative expenses. The impact of this correction for the financial statement line items impacted as of and for the year ended December 31, 2020, is as follows (in millions, except per share data): Twelve Months Ended December 31, 2020 As Reported Restatement Impact As Restated Consolidated Statements of Earnings (Loss): General and administrative expenses $ 29,620 $ 400 $ 30,020 Income (loss) from operations $ 12,351 $ 400 $ 11,951 Change in fair value of warrant liabilities $ — $ 8,840 $ 8,840 Income (loss) before income taxes $ (1,389) $ (9,240) $ (10,629) Net income (loss) $ (4,474) $ (9,240) $ (13,714) Net income (loss) attributable to non-controlling interest $ (2,222) $ (2,796) $ (5,018) Net income (loss) attributable to Digital Media Solutions, Inc. $ (2,252) $ (6,444) $ (8,696) Earnings (loss) per share: Basic and diluted $ (0.07) $ (0.16) $ (0.23) Weighted-average shares outstanding - basic and diluted 32,335 32,335 32,335 December 31, 2020 As Reported Restatement Impact As Restated Consolidated Balance Sheets: Private Placement Warrant liabilities $ — $ 22,080 $ 22,080 Total liabilities $ 276,025 $ 22,080 $ 298,105 Additional paid-in-capital $ (40,901) $ (7,126) $ (48,027) Retained earnings $ 1,953 $ (5,099) $ (3,146) Total stockholders' deficit $ (38,942) $ (12,225) $ (51,167) Non-controlling interest $ (34,663) $ (9,855) $ (44,518) Total deficit $ (73,605) $ (22,080) $ (95,685) This error had no impact on the statement of cash flows for the year ended December 31, 2020, other than to reflect an adjustment to net income (loss) and a corresponding adjustment for the (gain) loss on the change in fair value of Private Placement Warrants and transaction related costs of $400 thousand associated with the issuance of the Private Placement Warrants within operating cash flows, resulting in no net impact to cash flows from operations. Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the SEC. Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 55.5% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination) retained approximately 44.5% of the membership interest in DMSH (“non-controlling interests”). The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of net assets acquired in business combinations, loss contingencies, asset impairments, deferred taxes and amounts associated with the Tax Receivable Agreement related to the Business Combination. Revenue recognition The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606, Revenue from Contracts with Customers: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients are subjected to a credit review process that evaluates the clients’ financial position and the ability and intention to pay. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers and strategic partners that we engage with to generate targeted marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. Other than certain of its managed services arrangements, the Company is the principal in the transaction. For the transactions where the Company is the principal, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. Customer acquisition The Company’s performance obligation for Customer acquisition contracts is to deliver an unspecified number of potential customers or leads (i.e., number of clicks, emails, calls and applications) to the customer in real-time, on a daily basis as the leads are generated, based on predefined qualifying characteristics specified by our customer. The contracts generally have a one-month term and the Company has an enforceable right to payment for all leads delivered to the customer. The Company’s customers simultaneously receive and consume the benefits provided, as the Company satisfies its performance obligations. The Company recognizes revenue as the performance obligations are satisfied over time. When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized and the corresponding amounts are recorded as unbilled revenue (i.e., contract assets) within Accounts receivable, net on the consolidated balance sheets. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. Managed services The Company’s performance obligation for Managed service contracts is to provide continuous service of managing the customer’s media spend for the purpose of generating leads through a third-party supplier of leads, as requested by our customer. Each month of service is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligation is satisfied each month and there is no estimation of revenue required at each reporting period for managed services contracts. The Company enters into agreements with internet search companies, third-party publishers and/or strategic partners to generate customer acquisition services for their Managed service customers. The Company receives a fee from its customers and separately pays a fee to the internet search companies, third-party publishers and/or strategic partners. The third-party supplier is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer. Therefore, in certain cases, the Company acts as the agent and the net fees earned by the Company are recorded as revenue, with no associated costs of revenue attributable to the Company. Software services The Company’s performance obligation for Software services contracts is to provide the customer with continuous, daily access to the Company’s proprietary software. Service provided each month is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligations are satisfied each month and there is no estimation of revenue required at each reporting period for Software services contracts. Cost of revenue Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition. These media costs are used primarily to drive user traffic to the Company’s and its clients’ media properties. Cost of revenue additionally consists of indirect costs such as data verification, hosting and fulfillment costs. Cost of revenue is presented exclusive of depreciation and amortization expenses, as well as salaries and related costs. Cash and cash equivalents The Company considers highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of the purchase to be cash equivalents. The Company’s cash is primarily held as cash deposits with no cash restrictions at retail and commercial banks. Accounts receivable, net Accounts receivables are recorded net of the allowance for doubtful accounts. Management determines the allowance for doubtful accounts based on factors including past write-offs and delinquency trends and current credit conditions. Accounts are written off when management determines that collection is unlikely. As of December 31, 2020 and 2019, the allowance for doubtful accounts was $3.1 million and $0.9 million, respectively, and bad debts expense was $3.0 million and $1.6 million for the years ended December 31, 2020 and 2019, respectively. Property and equipment, net Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment consist of computer and office equipment, furniture and fixtures and leasehold improvements, which are depreciated on a straight-line basis over the estimated useful lives of the assets. Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment, for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. If such events or circumstances are present, a loss is recognized to the extent the carrying value of the asset is in excess of estimated fair value. Software development costs Costs for software developed for internal use are capitalized as intangible assets on the Consolidated Balance Sheets during the preliminary stage and post-implementation stages and any initial research and development and maintenance costs are expensed as incurred. Costs incurred in the application development stage are capitalized when the internal use software is placed in service, and amortized over the estimated economic life of the software from the date of implementation. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including estimated economic life. Capitalized software development costs are amortized on a straight line basis over 3 years, an estimated useful life. Goodwill and other intangible assets As of the acquisition date, the Company measures and recognizes goodwill as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any non-controlling interest in the acquiree (if any), and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of net assets acquired and liabilities assumed. Goodwill acquired in Business Combinations is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date. On an annual basis, the Company performs a qualitative assessment of goodwill to determine whether it is necessary to perform a quantitative impairment test or more frequently upon the occurrence of certain triggering events or substantive changes in circumstances. The Company is only required to perform the annual quantitative goodwill impairment test if it is concluded that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Finite-lived intangible assets primarily consist of software with related technology, customer relationships, non-competition agreements and brand. These assets are initially capitalized based on fair value, acquisition cost, and fair value, if acquired as part of a business combination. The related costs are subsequently amortized on a straight-line basis over the estimated useful lives of the assets. The Company tests intangible assets with finite useful lives for impairment when a triggering event occurs, or circumstances change indicating that the fair value of the entity may be below its carrying amount. If no triggering event occurs, further impairment testing is not necessary. Contingencies The Company is subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. An estimated liability is recorded for those proceedings and claims when the loss from such proceedings and claims becomes probable and reasonably estimable. Outstanding claims are reviewed with internal and external counsel to assess the probability and the estimates of loss, including the possible range of an estimated loss. The risk of loss is reassessed each period and as new information becomes available and liabilities are adjusted as appropriate. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position but could possibly be material to the consolidated results of operations or cash flows for any one period. Business combinations Under the acquisition method of accounting, the Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. As a result, actual results may differ from these estimates. During the measurement period, the Company may record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings. At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company also measures the fair values of all non-contractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or a liability. Acquisition related costs not considered part of the consideration are expensed as incurred. Contingent consideration The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. If the contingent consideration is payable in cash, the Company classifies its contingent consideration as a liability. Contingent consideration payments related to acquisitions are measured at fair value at each reporting period using Level 3 unobservable inputs. The Company’s estimates of fair value are based upon projected cash flow, estimated volatility and other inputs but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in income from operations in the consolidated statements of operations. Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In most cases, the exit price and transaction (or entry) price will be the same at initial recognition. In this case, the fair value of financial instruments approximate fair value. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability. • Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities. • Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. • Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Private Placement Warrants Liabilities The Company Private Placement Warrants are not redeemable by the Company so long as they are held by Sponsor or its permitted transferees. Sponsor, or its permitted transferees, has the option to exercise the Company Private Placement Warrants on a cashless basis. Except for the forgoing, the Company Private Placement Warrants have terms and provisions that are identical to those of the Company Public Warrants. If the Company Private Placement Warrants are held by holders other than Sponsor or its permitted transferees, the Company Private Placement Warrants will be redeemable by Company and exercisable by the holders on the same basis as the Company Public Warrants. See Note 10. Equity for description of the Public Warrants’ terms. The Private Placement Warrants meet the definition of a derivative under ASC 815. The Private Placement Warrants are recorded as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of earnings (loss) at each reporting date. The Company estimates the Private Placement Warrants fair value using a Black-Scholes-Merton option pricing model using a combination of the historical share price volatility of the Company’s and other similar companies’ share prices and the implied volatility of the public warrants, market price and exercise price and the remaining life of the Private Placement Warrants. Advertising costs All advertising, promotional and marketing costs are expensed when incurred. Advertising, promotional and marketing costs for the years ended December 31, 2020 and 2019 were $1.2 million and $1.6 million, respectively. Stock-based compensation Stock-based compensation is measured using the grant-date fair value of the award of equity instruments, including stock options and restricted stock units (“RSUs”). The expense is recognized over the requisite service period and forfeitures are recognized as incurred. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility in the fair market value of the Company’s common stock, a risk-free interest rate and expected dividends. The Company uses the simplified calculation of expected life as the contractual term for options of 10 years is longer than the Company has been publicly traded. The Company does not have enough historical perspective to estimate its volatility of its publicly traded shares or units. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax ret |
BUSINESS COMBINATION (FY)
BUSINESS COMBINATION (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
BUSINESS COMBINATION | NOTE 2. BUSINESS COMBINATION On July 15, 2020, DMSH consummated the Business Combination with Leo pursuant to the Business Combination Agreement (the “Business Combination Agreement”), by and among Leo, DMSH, Blocker, Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”). In connection with the consummation of the Business Combination, the following occurred: • Leo was domesticated and continues as a Delaware corporation, changing its name to “Digital Media Solutions, Inc.” • The Company was organized into an umbrella partnership-C corporation (or “Up-C”) structure, in which substantially all of the assets and business of the Company are held by DMSH and continue to operate through the subsidiaries of DMSH, and the Company’s sole material assets are the equity interests of DMSH indirectly held by it. • DMS Inc. consummated the PIPE investment with certain qualified institutional buyers and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors collectively subscribed for 10,424,282 shares of Class A Common Stock for an aggregate purchase price of $100.0 million. • DMS Inc. purchased all of the issued and outstanding common stock of Blocker and a portion of the units of DMSH held by Prism and Clairvest Direct Seller. Those DMSH membership interests were then immediately contributed to the capital of Blocker in exchange for aggregate consideration to the Sellers of $57.3 million in cash, 25,857,070 shares of Class B common stock, 2.0 million warrants to purchase Class A Common Stock, and 17,937,954 shares of Class C common stock. Refer to Note 10. Equity for a description of the Company’s common stock. • The Sellers amended and restated the limited liability company agreement of DMSH (the “Amended Partnership Agreement”), to, among other things: (i) recapitalize DMSH such that, as of immediately following the consummation of the Business Combination, Prism and Clairvest Direct Seller collectively own 25,857,070 of DMSH Units and Blocker owns 32,293,793 of DMSH Units; and (ii) provide Clairvest Direct Seller and Prism the right to redeem their DMSH Units for cash or, at the Company’s option, the Company may acquire the DMSH Units in exchange for cash or shares of Class A Common Stock, subject to certain restrictions set forth therein. • DMS Inc. issued 2.0 million warrants in exchange for previously held warrants in Leo, and an additional approximate 10.0 million warrants were issued in exchange for the warrants offered and sold by Leo in its initial public offering. Refer to Note 10. Equity for a description of the Company’s warrants. • DMS Inc. obtained $30.0 million in cash for working capital needs and $10.0 million to pay down outstanding indebtedness under the Monroe Capital Management Advisors Credit Agreement (as administrative agent and lender) (the “Monroe Facility”) . • The Sellers exercised their right to convert the shares of Class C Common Stock into shares of Class A Common Stock, on a one-for-one basis, in accordance with the new Certificate of Incorporation (the “Conversion”). • Prism and Clairvest Direct Seller continue to retain a significant continuing equity interest in the Company, representing 44% of the economic interests in DMSH and 44% of the voting interest in DMS Inc. (“non-controlling interest”). • On October 22, 2020, as required by the post-closing working capital adjustment provisions of the Business Combination Agreement, (i) the Company issued (a) 98,783 total additional shares of Class A Common Stock to the Blocker Sellers and (b) 142,394 total additional shares of Class B Common Stock to Prism and Clairvest Direct Seller. • In conjunction with the Business Combination, DMS Inc. and Blocker also entered into a Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of this agreement, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheets. At December 31, 2020, there were (i) 32,392,576 shares of Class A Common Stock outstanding, (ii) 25,999,464 shares of Class B Common Stock outstanding, (iii) no shares of Class C Common Stock outstanding and (iv) 13,999,998 warrants to purchase Class A Common Stock outstanding. In conjunction with the Business Combination, we incurred approximately $2.4 million of transaction expenses related to incentive bonuses and other acquisition related expenses, which were recorded at the time of the Business Combination. | NOTE 2. BUSINESS COMBINATION On July 15, 2020, DMSH consummated the business combination with Leo pursuant to the Business Combination Agreement (the “Business Combination Agreement”), by and among Leo, DMSH, Blocker, Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”). In connection with the consummation of the Business Combination, the following occurred: • Leo was domesticated and continues as a Delaware corporation, changing its name to “Digital Media Solutions, Inc.” • The Company was organized into an umbrella partnership-C corporation (or “Up-C”) structure, in which substantially all of the assets and business of the Company are held by DMSH and continue to operate through the subsidiaries of DMSH, and the Company’s sole material assets are the equity interests of DMSH indirectly held by it. • DMS Inc. consummated the PIPE investment with certain qualified institutional buyers and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors collectively subscribed for 10,424,282 shares of Class A Common Stock for an aggregate purchase price of $100.0 million. • DMS Inc. purchased all of the issued and outstanding common stock of Blocker and a portion of the units of DMSH held by Prism and Clairvest Direct Seller. Those DMSH membership interests were then immediately contributed to the capital of Blocker in exchange for aggregate consideration to the Sellers of $57.3 million in cash, 25,857,070 shares of Class B common stock, 2.0 million warrants to purchase Class A Common Stock, and 17,937,954 shares of Class C common stock. Refer to Note 10. Equity for a description of the Company’s common stock. • The Sellers amended and restated the limited liability company agreement of DMSH (the “Amended Partnership Agreement”), to, among other things: (i) recapitalize DMSH such that, as of immediately following the consummation of the Business Combination, Prism and Clairvest Direct Seller collectively own 25,857,070 of DMSH Units and Blocker owns 32,293,793 of DMSH Units; and (ii) provide Clairvest Direct Seller and Prism the right to redeem their DMSH Units for cash or, at the Company’s option, the Company may acquire the DMSH Units in exchange for cash or shares of Class A Common Stock, subject to certain restrictions set forth therein. • DMS Inc. issued 2.0 million Private Placement Warrants in exchange for previously held warrants in Leo, and an additional approximate 10.0 million Public Warrants were issued in exchange for the warrants offered and sold by Leo in its initial public offering. Refer to Note 10. Equity for a description of the Company’s warrants. • DMS Inc. obtained $30.0 million in cash for working capital needs and $10.0 million to pay down outstanding indebtedness under the Monroe Capital Management Advisors (as administrative agent and lender) (the “Monroe Facility”) . • The Sellers exercised their right to convert the shares of Class C Common Stock into shares of Class A Common Stock, on a one-for-one basis, in accordance with the new Certificate of Incorporation (the “Conversion”). • Prism and Clairvest Direct Seller continue to retain a significant continuing equity interest in the Company, representing 44% of the economic interests in DMSH and 44% of the voting interest in DMS Inc. (“non-controlling interest”). • On October 22, 2020, as required by the post-closing working capital adjustment provisions of the Business Combination Agreement, (i) the Company issued (a) 98,783 total additional shares of Class A Common Stock to the Blocker Sellers and (b) 142,394 total additional shares of Class B Common Stock to Prism and Clairvest Direct Seller. • In conjunction with the Business Combination, DMS Inc. and Blocker also entered into a Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of this agreement, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheets. As of December 31, 2020, the total amount of liability under the Tax Receivable Agreement was $16.3 million, of which $510 thousand is current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. At December 31, 2020, there were (i) 32,393 shares of Class A Common Stock outstanding, (ii) 25,999 shares of Class B Common Stock outstanding, (iii) no shares of Class C Common Stock outstanding and (iv) 13,999,998 warrants to purchase Class A Common Stock outstanding. In conjunction with the Business Combination, we incurred approximately $2.4 million of transaction expenses related to incentive bonuses and other acquisition related expenses, which were recorded as Acquisitions Costs in the consolidated statements of operations during the year ended December 31, 2020. |
REVENUE (FY)
REVENUE (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUE | NOTE 3. REVENUE The Company derives revenue primarily through the delivery of various types of services, including: customer acquisition, managed services and software as a service (“SaaS”). The Company recognizes revenue when the promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company has elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized in the amount to which the Company has the right to invoice for services performed. The Company has organized its operations into three reportable segments: Brand Direct, Marketplace and Other. The Brand Direct reportable segment consists of services delivered against our customers’ brands, while the Marketplace reportable segment includes services delivered directly against the DMS brand. In the Other reportable segment, services offered by the Company include software services and digital media services that are managed on behalf of the customer. Corporate and other represents other business activities and includes eliminating entries. Management uses these segments to evaluate the performance of its businesses and to assess its financial results and forecasts. Disaggregation of Revenue The following tables presents the disaggregation of revenue by reportable segment and type of service (in thousands): Brand Marketplace Other Corporate Total Three Months Ended March 31, 2021 Net revenue: Customer acquisition $ 52,901 $ 49,101 $ — $ (10,652) $ 91,350 Managed services 3,278 158 510 — 3,946 Software services — — 1,507 — 1,507 Total Net revenue $ 56,179 $ 49,259 $ 2,017 $ (10,652) $ 96,803 Three Months Ended March 31, 2020 Net revenue: Customer acquisition $ 38,453 $ 34,178 $ — $ (3,610) $ 69,021 Managed services 2,448 — 450 — 2,898 Software services — — 809 — 809 Total Net revenue $ 40,901 $ 34,178 $ 1,259 $ (3,610) $ 72,728 Contract balances The Company’s contract liabilities result from payments received in advance of revenue recognition received from clients, which precede the Company’s satisfaction of the associated performance obligation. If a customer pays consideration before the Company’s performance obligations are satisfied, such amounts are classified as deferred revenue on the consolidated balance sheets. As of March 31, 2021 and December 31, 2020, the balance of deferred revenue was $1.1 million and $1.7 million, respectively, and recorded within Accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets. We expect the majority of the deferred revenue balance at March 31, 2021 to be recognized as revenue during the second quarter of 2021. When there is a delay between the completion of our performance obligations and when a customer is invoiced, revenue is recognized and recorded as unbilled revenue (i.e. contract assets) within Accounts receivable, net on the unaudited condensed consolidated balance sheets. As of March 31, 2021 and December 31, 2020, unbilled revenue included in accounts receivable was $2.5 million and $1.8 million, respectively. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. | NOTE 3. REVENUE The Company derives revenue primarily through the delivery of various types of services, including: customer acquisition, managed services and software as a service (“SaaS”). The Company recognizes revenue when the promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company has elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized in the amount to which the Company has the right to invoice for services performed. The Company has organized its operations into three reportable segments: Brand-Direct, Marketplace and Other. The Brand Direct reportable segment consists of services delivered against our customer’s brand, while the Marketplace reportable segment includes services delivered directly against the DMS brand. In the Other reportable segment, services offered by the Company include software services and digital media services that are managed on behalf of the customer. Corporate and other represents other business activities and include eliminating entries. Management uses these segments to evaluate the performance of its businesses and to assess its financial results and forecasts. Disaggregation of Revenue The following tables present the disaggregation of revenue by reportable segment and type of service (in thousands): Brand Marketplace Other Corporate Total Year ended December 31, 2020 Net revenue: Customer acquisition $ 179,681 $ 155,999 $ — $ (30,051) $ 305,630 Managed services 17,869 — 6,139 — 24,008 Software services — — 3,218 — 3,218 Total Net revenue $ 197,550 $ 155,999 $ 9,357 $ (30,051) $ 332,856 Year ended December 31, 2019 Net revenue: Customer acquisition $ 162,648 $ 73,398 $ — $ (15,437) $ 220,609 Managed services 12,090 — 2,533 — 14,623 Software services — — 3,064 — 3,064 Total Net revenue $ 174,738 $ 73,398 $ 5,597 $ (15,437) $ 238,296 Contract balances The Company’s contract liabilities result from payments received from clients in advance of revenue recognition as they precede the Company’s satisfaction of the associated performance obligation. If a customer pays consideration before the Company’s performance obligations are satisfied, such amounts are classified as deferred revenue on the consolidated balance sheets. As of December 31, 2020 and December 31, 2019, the balance of deferred revenue was $1.7 million and $1.2 million, respectively, and recorded within Accrued expenses and other current liabilities on the consolidated balance sheets. We expect the majority of the deferred revenue balance at December 31, 2020 to be recognized as revenue during the first quarter of 2021. When there is a delay between the completion of our performance obligations and when a customer is invoiced, revenue is recognized and recorded as unbilled revenue (i.e. contract assets) within Accounts receivable, net on the consolidated balance sheets. As of December 31, 2020 and December 31, 2019, unbilled revenue included in accounts receivable was $1.8 million and $0.8 million, respectively. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. |
REPORTABLE SEGMENTS (FY)
REPORTABLE SEGMENTS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
REPORTABLE SEGMENTS | NOTE 4. REPORTABLE SEGMENTS The Company’s operating segments are determined based on the financial information reviewed by its chief operating decision maker (“CODM”), and the basis upon which management makes resource allocation decisions and assesses the performance of the Company’s segments. The Company evaluates the operating performance of its segments based on financial measures such as net revenue, cost of revenue, and gross profit. Given the nature of the digital marketing solutions business, the amount of assets does not provide meaningful insight into the operating performance of the Company. As a result, the amount of the Company’s assets is not subject to segment allocation and total assets is not included within the disclosure of the Company’s segment financial information. The following tables are a reconciliation of the operations of our segments to income from operations (in thousands): Three Months Ended March 31, 2021 Brand Marketplace Other Corporate Total Net revenue $ 56,179 $ 49,259 $ 2,017 $ (10,652) $ 96,803 Cost of revenue 41,061 36,599 416 (8,894) 69,182 Gross profit $ 15,118 $ 12,660 $ 1,601 $ (1,758) $ 27,621 Salaries and related costs 10,269 General and administrative expenses 6,962 Acquisition costs 1,494 Depreciation and amortization 5,419 Income from operations $ 3,477 Three Months Ended March 31, 2020 Brand Marketplace Other Corporate Total Net revenue $ 40,901 $ 34,178 $ 1,259 $ (3,610) $ 72,728 Cost of revenue 30,888 22,899 31 (3,659) 50,159 Gross profit $ 10,013 $ 11,279 $ 1,228 $ 49 $ 22,569 Salaries and related costs 8,331 General and administrative expenses 5,297 Acquisition costs 27 Depreciation and amortization 4,315 Loss from operations $ 4,599 | NOTE 4. REPORTABLE SEGMENTS (AS RESTATED) 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 were not included within the disclosure of the Company’s segment financial information. The following tables are a reconciliation of the operations of our segments to income from operations (in thousands): Year ended December 31, 2020 Brand Marketplace Other Corporate As Restated Total Net revenue $ 197,550 $ 155,999 $ 9,357 $ (30,051) $ 332,856 Cost of revenue 151,526 109,921 3,335 (30,051) 234,731 Gross profit $ 46,024 $ 46,078 $ 6,022 $ — $ 98,125 Salaries and related costs 33,386 General and administrative expenses 30,020 Acquisition costs 4,814 Depreciation and amortization 17,954 Income from operations $ 11,951 Year ended December 31, 2019 Brand Marketplace Other Corporate Total Net revenue $ 174,738 $ 73,398 $ 5,597 $ (15,437) $ 238,296 Cost of revenue 130,429 46,613 113 (15,580) 161,575 Gross profit $ 44,309 $ 26,785 $ 5,484 $ 143 $ 76,721 Salaries and related costs 27,978 General and administrative expenses 19,927 Acquisition costs 19,234 Depreciation and amortization 9,745 Loss from operations $ (163) |
PROPERTY AND EQUIPMENT (FY)
PROPERTY AND EQUIPMENT (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 5. PROPERTY AND EQUIPMENT The following table presents major classifications of property and equipment and the related useful lives (in thousands, except useful lives): Useful Lives March 31, 2021 December 31, 2020 Computers and office equipment 3 $ 2,010 $ 1,684 Furniture and fixtures 5 $ 905 $ 305 Leasehold improvements 7 $ 692 $ 320 Software development costs 3 $ 20,774 $ 18,913 Total $ 24,381 $ 21,222 Less: Accumulated depreciation and amortization $ (7,853) $ (6,206) Property and equipment, net $ 16,528 $ 15,016 Depreciation and amortization expense for property and equipment for the period ended March 31, 2021 and 2020 was $0.1 million and $0.1 million, respectively, included in our consolidated statements of operations. As of March 31, 2021 and December 31, 2020, the unamortized balance of capitalized software development costs was $14.7 million and $14.0 million, respectively. Amortization of capitalized software development costs for the quarters ended March 31, 2021 and 2020 was $1.0 million and $0.7 million, respectively, included in depreciation and amortization of our consolidated statements of operations. | NOTE 5. PROPERTY AND EQUIPMENT The following table presents major classifications of property and equipment and the related useful lives (in thousands, except useful lives): December 31, Useful Lives 2020 2019 Computers and office equipment 3 years $ 1,684 $ 1,750 Furniture and fixtures 5 years 305 901 Leasehold improvements 7 years 320 503 Software development costs 3 years 18,913 8,798 Total 21,222 11,952 Less: Accumulated depreciation and amortization (6,206) (3,224) Property and equipment, net $ 15,016 $ 8,728 Depreciation and amortization expense for property and equipment for the years ended December 31, 2020 and 2019 was $3.7 million and $1.3 million, respectively, included in our consolidated statements of operations. As of December 31, 2020 and 2019, the unamortized balance of capitalized software development costs was $14.0 million and $7.1 million, respectively. Amortization of capitalized software development costs for the years ended December 31, 2020 and 2019 was $3.0 million and $1.2 million, respectively, included in depreciation and amortization of our consolidated statements of operations. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL AND INTANGIBLE ASSETS | NOTE 6. GOODWILL AND INTANGIBLE ASSETS Goodwill Changes in the carrying value of goodwill, by reporting segment, were as follows (in thousands): Brand Marketplace Other Total Balance, December 31, 2020 $ 8,616 $ 32,660 $ 3,628 $ 44,904 Additions (Note 8) 4,853 — — 4,853 Balance, March 31, 2021 $ 13,469 $ 32,660 $ 3,628 $ 49,757 The carrying amount of goodwill for all reporting units had no accumulated impairments as of March 31, 2021 and December 31, 2020 Intangible assets, net Finite-lived intangible assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Amortization Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Technology 3 to 5 $ 58,508 $ (22,795) $ 35,713 $ 48,008 $ (21,454) $ 26,554 Customer relationships 1 to 12 28,092 (7,621) 20,471 21,794 (6,749) 15,045 Brand 1 to 5 4,521 (1,174) 3,347 4,295 (961) 3,334 Non-competition agreements 3 2,222 (724) 1,498 2,105 (591) 1,514 Total $ 93,343 $ (32,314) $ 61,029 $ 76,202 $ (29,755) $ 46,447 Amortization expense for finite-lived intangible assets is recorded on a straight-line basis in the pattern in which the assets’ economic benefits are consumed over their estimated useful lives. Amortization expense related to finite-lived intangible assets was $4.1 million and $3.5 million for the three months ended March 31, 2021 and 2020, respectively. | NOTE 6. GOODWILL AND INTANGIBLE ASSETS Goodwill Changes in the carrying value of goodwill, by reportable segment, were as follows (in thousands): Brand Marketplace Other Total Balance, January 1, 2019 $ 8,616 $ 2,937 $ 550 $ 12,103 Additions (Note 8) — 29,723 — 29,723 Balance, December 31, 2019 8,616 32,660 550 41,826 Additions (Note 8) — — 3,078 3,078 Balance, December 31, 2020 $ 8,616 $ 32,660 $ 3,628 $ 44,904 The carrying amount of goodwill for all reporting units had no accumulated impairments as of December 31, 2020 and December 31, 2019. Intangible assets Finite-lived intangible assets consisted of the following (in thousands): December 31, 2020 December 31, 2019 Amortization Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Technology 3 to 5 $ 48,008 $ (21,454) $ 26,554 $ 47,946 $ (9,751) $ 38,195 Customer relationships 1 to 12 21,794 (6,749) 15,045 19,583 (3,078) 16,505 Brand 1 to 5 4,295 (961) 3,334 4,187 (2,556) 1,631 Non-competition agreements 3 2,105 (591) 1,514 1,815 (211) 1,604 Total $ 76,202 $ (29,755) $ 46,447 $ 73,531 $ (15,596) $ 57,935 Amortization expense for finite-lived intangible assets is recorded on a straight-line basis. Amortization expense related to finite-lived intangible assets was $14.2 million and $8.0 million for the years ended December 31, 2020 and 2019, respectively. Amortization expense relating to intangible assets subject to amortization for each of the next five years and thereafter is estimated to be as follows (in thousands): 2021 2022 2023 2024 2025 and Thereafter Amortization expense $ 13,058 $ 12,154 $ 9,134 $ 6,585 $ 5,474 Impairment analysis For the year ended December 31, 2020, there were no events or changes in circumstances to indicate that goodwill or intangible assets were impaired. |
DEBT (FY)
DEBT (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
DEBT | NOTE 7. DEBT The following table presents the components of outstanding debt (in thousands): March 31, 2021 December 31, 2020 Term loan $ 189,546 $ 190,541 Revolving credit facility 4,000 4,000 Delayed draw term loan 8,194 8,236 Notes payable - insurance premium 247 1,074 Total debt 201,987 203,851 Unamortized debt issuance costs (2,060) (2,293) Debt, net 199,927 201,558 Current portion of long-term debt (7,141) (7,967) Long-term debt $ 192,786 $ 193,591 On July 3, 2018, DMSH entered into a Credit Agreement with Monroe Capital Management Advisors (as administrative agent and lender) (the “Monroe Facility”). The Monroe Facility matures in July 2023 and bears interest at a variable rate equal to the three-month LIBOR, or an alternate base rate, plus an agreed upon margin with the lender. The Monroe Facility also contains covenants that require the Company to meet certain financial ratios and places restrictions on the payment of dividends, sale of assets, borrowing level, mergers, and purchases of capital stock, assets, and investments. On January 7, 2020, the Monroe Facility was amended to increase the revolver commitment to $15.0 million with an additional payment of $1.5 million incremental issuance cost. On August 26, 2020, we amended the Monroe Facility to, among other things, (i) modify the covenant calculation of EBITDA to include certain transaction expenses incurred in connection with the Business Combination and (ii) exclude certain accounts from the SmarterChaos acquisition. As of March 31, 2021, we had approximately $212.7 million total outstanding capacity under our Monroe Facility, which had an effective interest rate of 5.2% ly. The Monroe Facility also contains covenants that require the Company to meet certain financial ratios and places restrictions on the payment of dividends, Cap threshold for holding excess cash, sale of assets, borrowing level, mergers, and purchases of capital stock, assets, and investments. As of March 31, 2021, the Company was in compliance with its debt covenants under its Credit Agreement with the Monroe Facility . The Company’s debt with the Monroe Facility is collateralized by subordinated rights to the landlord’s lien on personal property deposit and security accounts, and intellectual properties such as licensed trademarks and copyrights. Debt Maturity Schedule The scheduled maturities of our total debt are estimated as follows at March 31, 2021 (in thousands): (in thousands) 2021 7,141 2022 8,000 2023 186,846 2024 $ — 2025 and thereafter $ — $ 201,987 The Company holds a certain cash balance throughout the year depending on its cash flow requirements. When it exceeds a certain level of the Cap threshold, it will trigger additional cash payments under the Monroe Facility. If the Cap threshold is not met, at minimum the Company is expected to make $4.2 million principal payment under the Monroe Facility. The table above presents minimum payments plus additional fees paid attributable to holding excess cash on its balance sheets. As of March 31, 2021, the Company was in compliance with its debt covenants under its Credit Agreement under the Monroe Facility. | NOTE 7. DEBT The following table presents the components of outstanding debt (in thousands): December 31, 2020 December 31, 2019 Term loan $ 190,541 $ 194,810 Revolving credit facility 4,000 5,000 Delayed draw term loan 8,236 8,429 Notes payable- insurance premium 1,074 — Total debt 203,851 208,239 Unamortized debt issuance costs (2,293) (3,041) Debt, net 201,558 205,198 Current portion of long-term debt (7,967) (4,150) Long-term debt $ 193,591 $ 201,048 O n July 3, 2018, DMSH entered into a Credit Agreement with Monroe Capital Management Advisors (as administrative agent and lender) (the “Monroe Facility”), which included a $5.0 million revolving commitment, as well as a $100.0 million term loan commitment and a $15.0 million delayed draw term loan, for a total available capacity of $120.0 million. The Monroe Facility matures in July 2023 and bears interest at a variable rate equal to the three-month LIBOR, or an alternate base rate, plus an agreed upon margin with the lender. During the year ended December 31, 2019, the Monroe Facility’s capacity was amended to increase the term loan by $99.0 million for a total term commitment of $199.0 million, and this amendment also increased capacity on the revolver by an additional $2.5 million, for a total amended capacity of $221.5 million. The Company used the funds to finance a portion of the acquisition of UE, accelerate contingent consideration payments, and to add to general working capital. Refer to Note 8. Acquisitions for a more detailed discussion on the acquisition of UE. On January 7, 2020, the Monroe Facility was amended to increase the revolver commitment for a total amended capacity of $15.0 million with an additional payment of $1.5 million incremental issuance cost. On August 26, 2020, we amended the Monroe Facility to, among other things, (i) modify the covenant calculation of EBITDA to include certain transaction expenses incurred in connection with the Business Combination and (ii) exclude certain accounts from the SmarterChaos acquisition. As of December 31, 2020, and 2019 we had $229.0 million and $221.5 million total outstanding capacity under our Monroe Facility, which had an effective interest rate of 5.2% and 6.8% for the year ended December 31, 2020 and 2019, respectively. The effective interest rate during the year 2020, was in a variable rate range between 5.2% and 6.9%, equal to the three-month LIBOR, or an alternate base rate, plus an agreed upon margin with the lender. The Monroe Facility also contains covenants that require the Company to meet certain financial ratios and places restrictions on the payment of dividends, cap-threshold for holding excess cash, sale of assets, borrowing level, mergers, and purchases of capital stock, assets, and investments. As of December 31, 2020, the Company was in compliance with its debt covenants under its Credit Agreement with Monroe Facility . The Company’s debt with Monroe Facility is collateralized by subordinated rights to the landlord’s lien on personal property deposit and security accounts, and intellectual properties such as licensed trademarks and copyrights. Debt Maturity Schedule The scheduled maturities of our total debt are estimated as follows at December 31, 2020 (in thousands): (in thousands) 2021 $ 7,967 2022 8,000 2023 187,884 2024 — 2025 and thereafter — $ 203,851 The Company holds a certain cash balance throughout the year depending on its cash flow requirements. When it exceeds a certain level of the Cap threshold, it will trigger additional cash payments under the Monroe Facility. If the Cap threshold is not met, at minimum the Company is expected to make $4.2 million principal payment under the Monroe Facility. The table above presents minimum payments plus additional fees paid attributable to holding excess cash on its balance sheets. As of December 31, 2020, the Company was in compliance with its debt covenants under its Credit Agreement under the Monroe Facility. |
ACQUISITIONS (FY)
ACQUISITIONS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
ACQUISITIONS | NOTE 8. ACQUISITIONS Aimtell, PushPros and Aramis The Company acquired on February 1, 2021, Aimtell, Inc. (“Aimtell”), PushPros, Inc. (“PushPros”) and Aramis Interactive (“Aramis”). Aimtel and PushPros are leading providers of technology-enabled digital performance advertising solutions connecting consumers and advertisers within home, auto, health and life insurance. Aramis is a network of owned-and-operated websites that leverages the Aimtell and PushPros technologies and relationships. The Company paid consideration of $25.3 million at the closing transaction, consisting of $5.0 million in cash and approximately 1.29 million shares of Class A Common Stock valued at $15.0 million, subject to a lock-up agreement, contingent consideration with an initial fair value of $4.9 million and working capital of $0.3 million. Total expected payouts for contingent consideration over the next three years is $15.0 million, subject to the acquired companies reaching certain milestones. The contingent consideration can be paid in cash or capital stock at the election of the Company. In conjunction with this acquisition, we incurred approximately $0.5 million of legal and other acquisition-related expenses, which were recorded as Acquisitions Costs in the unaudited condensed consolidated statements of operations during the three months ended March 31, 2021. The Company primarily used an Income Approach, specifically a Discounted Cash Flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired businesses have been included in the Company’s results of operations since the acquisition date of February 1, 2021. Under Accounting Standards Codification 805 (ASC 805), an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand and customer relationships of the acquired business. The fair value of the brand was determined by applying an Income Approach, specifically the Relief from Royalty Method. The fair value of the acquired customer relationships was determined by applying an Income Approach, specifically the Multi Period Excess Earnings Method. The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): February 1, 2021 Goodwill 4,853 Brand 226 Non-competition agreements 117 Technology 10,500 Customer relationships 7,920 Other assets acquired 5,100 Liabilities assumed (3,446) Net assets acquired $ 25,270 The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of Aimtel/Aramis/PushPros and is included in the Brand Direct reportable segment. Intangible assets primarily consist of technology, brand and customer relationships with an estimated useful life of seven years for technology, one five Smarterchaos and She is Media On July 16, 2020, the Company acquired SmarterChaos.com, LLC, a premier digital marketing and online performance management marketer, along with She Is Media, a female-centric performance ad network, (collectively, “SmarterChaos”) for cash and equity of DMSH totaling approximately $5.8 million, net of cash, which is subject to a working capital adjustment. This acquisition expanded media distribution, allowing the Company to further accelerate the digital marketing acquisition efforts of its advertiser clients and enable brands to acquire new customers by leveraging our customer acquisition platform and the relationships cultivated by SmarterChaos. DMSH issued the SmarterChaos sellers approximately 307 thousand DMSH Units, which are convertible to Class A Common Stock, with an aggregate total value of $3.0 million based on the DMS Inc. stock price on July 15, 2020. The SmarterChaos sellers also became parties to the Amended Partnership Agreement. In conjunction with this acquisition, we incurred approximately $0.4 million of legal and other acquisition-related expenses, which were recorded as Acquisitions Costs in the unaudited condensed consolidated statements of operations. The Company primarily used an Income Approach, specifically a Discounted Cash Flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired businesses have been included in the Company’s results of operations since the acquisition date of July 16, 2020. Under Accounting Standards Codification 805 (ASC 805), an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand and customer relationships of the acquired business. The fair value of the brand was determined by applying an Income Approach, specifically the Relief from Royalty Method. The fair value of the acquired customer relationships was determined by applying an Income Approach, specifically the Multi Period Excess Earnings Method. The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): July 16, 2020 Goodwill $ 3,078 Brand 277 Customer relationships 2,500 Accounts receivable 576 Other assets acquired 30 Liabilities assumed (662) Net assets acquired $ 5,799 The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of SmarterChaos and is included in the Other reportable segment. Intangible assets primarily consist of brand and customer relationships with an estimated useful life of three | NOTE 8. ACQUISITIONS SmarterChaos and She is Media On July 16, 2020, the Company acquired all of the outstanding shares of SmarterChaos.com, LLC, a premier digital marketing and online performance management marketer, along with She Is Media, a female-centric performance ad network, (collectively, “SmarterChaos”) for cash and equity of DMSH totaling approximately $5.8 million, which was subject to a working capital adjustment. This acquisition expanded media distribution, allowing the Company to further accelerate the digital marketing acquisition efforts of its advertiser clients and enable brands to acquire new customers by leveraging our customer acquisition platform and the relationships cultivated by SmarterChaos. DMSH issued the SmarterChaos sellers approximately 307 thousand DMSH Units, which are convertible to Class A Common Stock, with an aggregate total value of $3.0 million based on the DMS Inc. stock price on July 15, 2020. The SmarterChaos sellers also became parties to the Amended Partnership Agreement. In conjunction with this acquisition, we incurred approximately $0.4 million of legal and other acquisition-related expenses, which were recorded as Acquisitions Costs in the consolidated statements of operations during the year ended December 31, 2020. The Company primarily used an Income Approach, specifically a Discounted Cash Flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired businesses have been included in the Company’s results of operations since the acquisition date of July 16, 2020. An acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand and customer relationships of the acquired business. The fair value of the brand was determined by applying an Income Approach, specifically the Relief from Royalty Method (“RFR”). The fair value of the acquired customer relationships was determined by applying an Income Approach, specifically the Multi Period Excess Earnings Method. At December 31, 2020, the purchase accounting measurement period has not been finalized primarily due to the working capital adjustment, open tax contingencies and the valuation of DMSH units and intangibles. The following table presents the fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): July 16, 2020 Goodwill $ 3,078 Brand 277 Customer relationships (1) 2,500 Accounts receivable 576 Other assets acquired 30 Liabilities assumed (662) Net assets acquired $ 5,799 (1) On July 16, 2020, the Company acquired all of the outstanding shares of SmarterChaos.com, LLC, a premier digital marketing and online performance management marketer, along with She Is Media, a female-centric performance ad network, (collectively, “SmarterChaos”) for cash and equity of DMSH totaling approximately $5.8 million, which was subject to a working capital adjustment. The working capital adjustment related to total net assets acquired of $5.8 million, which included a $0.3 million reduction to customer relationships, offset by an increase to SmarterChaos goodwill. The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of SmarterChaos and is included with Software services in the Other reportable segment. Intangible assets primarily consist of brand and customer relationships with an estimated useful life of three Revenue and net loss for SmarterChaos of $4.3 million and $241 thousand, respectively, were included in the consolidated statements of operations during the year ended December 31, 2020. UE Authority, Co. On November 1, 2019, the Company acquired UE for cash of approximately $56.6 million, which includes closing purchase price adjustments. The acquisition of UE supports the Company’s strategy of broadening its reach in the insurance vertical. The Company primarily used an income method, or discounted cash flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired business have been included in the Company’s results of operations since the acquisition date of November 1, 2019. The fair value of the acquired technology and customer relationships was determined using the multi period excess earnings approach. The fair value of the acquired brand was determined using the Relief from Royalty method. The fair value of the non-competition agreement was determined using the income approach. The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): November 1, 2019 Goodwill $ 29,723 Technology 26,000 Brand 690 Non-competition agreements 1,520 Customer relationships 10,300 Other assets acquired 6,393 Liabilities assumed (9,045) Deferred tax liability (8,961) Net assets acquired $ 56,620 The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of UE and is included in the Marketplace reportable segment. Intangible assets primarily consist of customer relationships, technology, non-competition agreements and brand with an estimated useful life of nine years, five years, three years and one year, respectively. |
FAIR VALUE MEASUREMENTS (FY)
FAIR VALUE MEASUREMENTS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 10. 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. Private Placement Warrants As a result of the SEC Statement, the Company reevaluated the accounting treatment of the Company’s Warrants issued in connection with the Business Combination. The Private Placement Warrants were restated and recorded at fair value as a liability in the Company’s consolidated balance sheet as at December 31, 2020. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes-Merton valuation model. As of March 31, 2021, the Company has approximately 4.0 million Private Placement Warrants outstanding. March 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Total liabilities $ — $ — $ 22,390 $ 22,390 Total $ — $ — $ 22,390 $ 22,390 The following table represents the change in the warrant liability (in thousands): Level 3 December 31, 2020 $ 22,080 Additions — Changes in fair value 315 Exercised (5) March 31, 2021 $ 22,390 Contingent consideration related to acquisitions The fair value of the contingent consideration for the Aimtell/PushPros/Aramis acquisition was determined using a Monte Carlo fair value analysis based on estimated performance and the probability of achieving certain targets. As certain inputs are not observable in the market, the contingent consideration is classified as a Level 3 instrument. Changes in fair value of contingent consideration are presented under Acquisition costs on the Income Statement. The following table presents assets and liabilities measured at fair value on a recurring basis (in thousands): March 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Contingent consideration payable $ — $ — $ 5,307 $ 5,307 Total $ — $ — $ 5,307 $ 5,307 The following table represents the change in the contingent consideration (in thousands): Level 3 December 31, 2020 $ — Additions 4,925 Changes in fair value 382 Settlements — March 31, 2021 $ 5,307 | NOTE 9. FAIR VALUE MEASUREMENTS (AS RESTATED) 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, which approximate fair value because of the short-term maturity of those instruments. Private Placement Warrants - The Fair Value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes-Merton option pricing model. The significant assumptions were as follows: December 31, 2020 Private Placement Warrants Fair Value Per Share $ 5.52 Private Placement Warrant valuation inputs: Stock price $ 12.04 Strike price $ 11.50 Remaining contractual term in years 4.54 Estimated volatility of Class A Common Stock 55.0 % Risk free interest rate 0.32 % As certain inputs are observable inputs other than quoted prices, the Private Placement Warrants was classified as a Level 3 instrument. As of December 31, 2020, the Company has approximately 4.0 million Private Placement Warrants outstanding. December 31, 2020 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Total liabilities $ — $ — $ 22,080 $ 22,080 Total $ — $ — $ 22,080 $ 22,080 Level 3 December 31, 2019 $ — Additions $ 13,240 Changes in fair value $ 8,840 December 31, 2020 $ 22,080 Contingent consideration related to acquisitions The fair value of the contingent consideration was 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. During the year ended December 31, 2020, we paid this contingent consideration of $1.0 million. There is no contingent consideration payable at December 31, 2020. The following table presents assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2019 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Contingent consideration payable $ — $ — $ 1,000 $ 1,000 Total $ — $ — $ 1,000 $ 1,000 The following table represents the change in the contingent consideration (in thousands): Level 3 December 31, 2018 $ 10,073 Additions — Changes in fair value 13,841 Settlements (22,914) December 31, 2019 $ 1,000 Additions — Changes in fair value — Settlements (1,000) December 31, 2020 $ — |
EQUITY (FY)
EQUITY (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
EQUITY | NOTE 11. EQUITY Authorized Capitalization The total amount of the Company’s authorized capital stock consists of (a) 600,000,000 shares of common stock, par value $0.0001 per share, of DMS Inc., consisting of (i) 500,000,000 shares of Class A Common Stock, (ii) 60,000,000 shares of Class B Common Stock, (iii) 40,000,000 shares of Class C Common Stock, and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share, of DMS Inc. (“Company Preferred Stock”). As of March 31, 2021, there were 33,687 shares of Class A Common Stock outstanding and 25,999 shares of Class B Stock outstanding. Company Common Stock The following table sets forth the economic and voting interests of the Company’s common stockholders as of March 31, 2021: Class Total Shares (1) Economic Ownership Economic Ownership Voting Ownership Class A Common Stock 33,687 56.2 % 100.0 % 56.4 % Class B Common Stock 25,999 43.3 % — % 43.6 % (1) Represents the total number of outstanding shares for each class of DMS Inc. common stock as of March 31, 2021. (2) Represents (i) the Class A Common Stock holders’ indirect economic interest in DMSH through their ownership of Class A Common Stock and (ii) the Class B Common Stock holders’ direct economic interest in DMSH through their ownership of DMSH Units. The remaining economic ownership of 0.5% is held by the sellers in SmarterChaos acquisition. (3) Represents the aggregate economic interest in DMS Inc. through the stockholders' ownership of Class A Common Stock. (4) Represents the aggregate voting interest in DMS Inc. through the stockholders' ownership of Company common stock. Voting rights Each holder of Company Common Stock is entitled to one (1) vote for each share of Company Common Stock held of record by such holder. The holders of shares of Company Common Stock do not have cumulative voting rights. Except as otherwise required in the Company Certificate of Incorporation or by applicable law, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will vote together as a single class on all matters on which stockholders are generally entitled to vote (or, if any holders of Company Preferred Stock are entitled to vote together with the holders of Company Common Stock, as a single class with such holders of Company Preferred Stock). In addition to any other vote required in the Company Certificate of Incorporation or by applicable law, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will each be entitled to vote separately as a class only with respect to amendments to the Company Certificate of Incorporation that increase or decrease the par value of the shares of such class or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. Notwithstanding the foregoing, except as otherwise required by law, holders of Company Common Stock, as such, will not be entitled to vote on any amendment to the Company Certificate of Incorporation (including any Preferred Stock Designation (as defined in the Company Certificate of Incorporation) relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Company Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) or pursuant to the General Corporation Law of the State of Delaware (the “ DGCL”). Dividend rights Subject to any other provisions of the Company Certificate of Incorporation, as it may be amended from time to time, holders of shares of Class A Common Stock are entitled to receive ratably, in proportion to the number of shares of Class A Common Stock held by them, such dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Company’s board of directors (the “Board”) from time to time out of assets or funds of the Company legally available therefor. Except as provided in the Company Certificate of Incorporation, dividends and other distributions will not be declared or paid on the Class B Common Stock. Subject to any other provisions of the Company Certificate of Incorporation, as it may be amended from time to time, holders of shares of Class C Common Stock are entitled to receive ratably, in proportion to the number of shares held by them, the dividends and other distributions in cash, stock or property of the Company payable or to be made on outstanding shares of Class A Common Stock that would have been payable on the shares of Class C Common Stock if each such share of Class C Common Stock had been converted into a fraction of a share of Class A Common Stock equal to the Conversion Ratio (as defined in the Company Certificate of Incorporation) immediately prior to the record date for such dividend or distribution. The holders of shares of Class C Common Stock are entitled to receive, on a pari passu basis with the holders of the Class A Common Stock, such dividend or other distribution on the Class A Common Stock when, as and if declared by the Board from time to time out of assets or funds of the Company legally available therefor. At March 31, 2021, there were no shares of Class C Common Stock outstanding. Redemption Pursuant to the terms and subject to the conditions of the Amended Partnership Agreement, each holder (other than Blocker) of a DMSH Unit has the right (the “Redemption Right”) to redeem each such DMSH Unit for the applicable Cash Amount (as defined in the Amended Partnership Agreement), subject to the Company’s right, in its sole and absolute discretion, to elect to acquire some or all of such DMSH Units that such holder has tendered for redemption for a number of shares of Class A Common Stock, an amount of cash or a combination of both (the “Exchange Option”), in the case of each of the Redemption Right and the Exchange Option, on and subject to the terms and conditions set forth in the Company Certificate of Incorporation and in the Amended Partnership Agreement. Retirement of Class B Common Stock In the event that (i) any DMSH Unit is consolidated or otherwise cancelled or retired or (ii) any outstanding share of Class B Common Stock held by a holder of a corresponding DMSH Unit otherwise ceases to be held by such holder, in each case, whether as a result of exchange, reclassification, redemption or otherwise (including in connection with the Redemption Right and the Exchange Option as described above), then the corresponding share(s) of Class B Common Stock, if any, (which, for the avoidance of doubt, will be equal to such DMSH Unit divided by the Conversion Ratio prior to and until the Effective Time (as defined below) (in the case of (i)) or such share of Class B Common Stock (in the case of (ii)) will automatically and without further action on the part of the Company or any holder of Class B Common Stock be transferred to the Company for no consideration and thereupon will be retired and restored to the status of authorized but unissued shares of Class B Common Stock. Rights upon Liquidation In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company after payments to creditors of the Company that may at the time be outstanding, and subject to the rights of any holders of Preferred Stock that may then be outstanding, holders of shares of Class A Common Stock and Company C Common Stock will be entitled to receive ratably, in proportion to the number of shares held by them, all remaining assets and funds of the Company available for distribution; provided, however, that, for purposes of any such distribution, each share of Class C Common Stock will be entitled to receive the same distribution as would have been payable if such share of Class C Common Stock had been converted into a fraction of a share of Company A Common Stock equal to the Conversion Ratio immediately prior to the record date for such distribution. The holders of shares of Class B Common Stock, as such, will not be entitled to receive any assets of the Company in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Automatic Conversion of Class B Common Stock Immediately and automatically upon the earlier of (i) July 4, 2024 or (ii) the date on which there are no amounts owed to any lender pursuant to the Credit Facility, each share of Class B Common Stock will automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant to a reverse stock split, into a fraction of a share of Class B Common Stock equal to the Conversion Ratio (the “Effective Time”). Conversion of Class C Common Stock Each holder of Class C Common Stock has the right, at such holder’s option, at any time, to convert all or any portion of such holder’s shares of Class C Common Stock, and the Company will have the right, at the Company’s option, from and after the Effective Time, to convert all or any portion of the issued and outstanding shares of Class C Common Stock, in each case into shares of fully paid and non-assessable Class A Common Stock at the ratio of one (1) share of Class A Common Stock for the number of shares of Class C Common Stock equal to the Issuance Multiple (as defined in the Business Combination Agreement) so converted. As of March 31, 2021, there were no Class C Common Stock issued and outstanding. Transfers The holders of shares of Class B Common Stock will not transfer such shares other than as part of a concurrent transfer of (i) if prior to the Effective Time, a number of DMSH Units equal to the number of shares of Company Common Stock being so Transferred multiplied by the Conversion Ratio or (ii) if after the Effective Time, an equal number of DMSH Units, in each case made to the same transferee in accordance with the restrictions on transfer contained in the Amended Partnership Agreement. Other rights No holder of shares of Company Common Stock are entitled to preemptive or subscription rights. There are no redemption or sinking fund provisions applicable to the Company Common Stock. The rights, preferences and privileges of holders of the Company Common Stock will be subject to those of the holders of any shares of the Preferred Stock the Company may issue in the future. Preferred Stock The Board has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the DGCL. The issuance of Preferred Stock of the Company could have the effect of decreasing the trading price of Company Common Stock, restricting dividends on the capital stock of the Company, diluting the voting power of the Company Common Stock, impairing the liquidation rights of the capital stock of the Company, or delaying or preventing a change in control of the Company. At March 31, 2021, there were no shares of preferred stock outstanding. Public Warrants Each Company Public Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A Common Stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire five years after the Business Combination, or earlier upon redemption or liquidation. The Company may call the Company Public Warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; and (4) only if the last reported closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Company Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Company Public Warrants to do so on a “cashless basis.” The exercise price and number of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrant shares. At March 31, 2021, approximately 10.0 million Public Warrants were outstanding. Non-controlling Interest The non-controlling interest represents the membership interest in DMSH held by holders other than the Company. As of March 31, 2021, the Prism and Clairvest Direct Sellers combined ownership percentage in DMSH was 43.9% and as of December 31, 2020 it was 44.8%. The Company has consolidated the financial position and results of operations of DMSH and reflected the proportionate interest held by Prism, Clairvest Direct Seller and the SmarterChaos sellers as a non-controlling interest. | NOTE 10. EQUITY (AS RESTATED) Authorized Capitalization The total amount of the Company’s authorized capital stock consists of (a) 600,000,000 shares of common stock, par value $0.0001 per share, of the DMS Inc., consisting of (i) 500,000,000 shares of Class A Common Stock, (ii) 60,000 shares of Class B Common Stock, and (iii) 40,000 shares of Class C Common Stock, and (b) 100,000 shares of preferred stock, par value $0.0001 per share, of the DMS Inc. (“Company Preferred Stock”). At December 31, 2020, there were 32,393 shares of Class A Common Stock outstanding and 25,999 shares of Class B Stock outstanding. Company Common Stock The following table sets forth the economic and voting interests of the Company’s common stockholders at December 31, 2020: Class Total Shares (1) Economic Ownership Economic Ownership Voting Ownership Class A Common Stock 32,393 55.2 % 100 % 55.5 % Class B Common Stock 25,999 44.3 % — % 44.5 % (1) Represents the total number of outstanding shares for each class of DMS Inc. common stock at December 31, 2020. On October 22, 2020, as required by the post-closing working capital adjustment provisions of the Business Combination Agreement, (i) the Company issued (a) 98,783 total additional shares of Class A Common Stock to the Blocker Sellers and (b) 142,394 total additional shares of Class B Common Stock to Prism and Clairvest Direct Seller. (2) Represents (i) the Class A Common Stockholders’ indirect economic interest in DMSH through their ownership of Class A Common Stock and (ii) the Class B Common Stock holders’ direct economic interest in DMSH through their ownership of DMSH Units. The remaining economic ownership is held by the sellers in SmarterChaos acquisition. (3) Represents the aggregate economic interest in DMS Inc. through the stockholders' ownership of Class A Common Stock. (4) Represents the aggregate voting interest in DMS Inc. through the stockholders' ownership of Company common stock. Voting Rights Each holder of Company Common Stock is entitled to one (1) vote for each share of Company Common Stock held of record by such holder. The holders of shares of Company Common Stock do not have cumulative voting rights. Except as otherwise required in the Company Certificate of Incorporation or by applicable law, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will vote together as a single class on all matters on which stockholders are generally entitled to vote (or, if any holders of Company Preferred Stock are entitled to vote together with the holders of Company Common Stock, as a single class with such holders of Company Preferred Stock). In addition to any other vote required in the Company Certificate of Incorporation or by applicable law, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will each be entitled to vote separately as a class only with respect to amendments to the Company Certificate of Incorporation that increase or decrease the par value of the shares of such class or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. Notwithstanding the foregoing, except as otherwise required by law, holders of Company Common Stock, as such, will not be entitled to vote on any amendment to the Company Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Company Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) or pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). Dividend Rights Subject to any other provisions of the Company Certificate of Incorporation, as it may be amended from time to time, holders of shares of Class A Common Stock are entitled to receive ratably, in proportion to the number of shares of Class A Common Stock held by them, such dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Company’s board of directors (the “Board”) from time to time out of assets or funds of the Company legally available therefor. Except as provided in the Company Certificate of Incorporation, dividends and other distributions will not be declared or paid on the Class B Common Stock. Subject to any other provisions of the Company Certificate of Incorporation, as it may be amended from time to time, holders of shares of Class C Common Stock are entitled to receive ratably, in proportion to the number of shares held by them, the dividends and other distributions in cash, stock or property of the Company payable or to be made on outstanding shares of Class A Common Stock that would have been payable on the shares of Class C Common Stock if each such share of Class C Common Stock had been converted into a fraction of a share of Class A Common Stock equal to the Conversion Ratio (as defined in the Company Certificate of Incorporation) immediately prior to the record date for such dividend or distribution. The holders of shares of Class C Common Stock are entitled to receive, on a pari passu basis with the holders of the Class A Common Stock, such dividend or other distribution on the Class A Common Stock when, as and if declared by the Board from time to time out of assets or funds of the Company legally available therefor. At December 31, 2020, there were no shares of Class C Common Stock outstanding. Redemption Pursuant to the terms and subject to the conditions of the Amended Partnership Agreement, each holder (other than Blocker) of a DMSH Unit has the right (the “Redemption Right”) to redeem each such DMSH Unit for the applicable Cash Amount (as defined in the Amended Partnership Agreement), subject to the Company’s right, in its sole and absolute discretion, to elect to acquire some or all of such DMSH Units that such holder has tendered for redemption for a number of shares of Class A Common Stock, an amount of cash or a combination of both (the “Exchange Option”), in the case of each of the Redemption Right and the Exchange Option, on and subject to the terms and conditions set forth in the Company Certificate of Incorporation and in the Amended Partnership Agreement. Retirement of Class B Common Stock In the event that (i) any DMSH Unit is consolidated or otherwise cancelled or retired or (ii) any outstanding share of Class B Common Stock held by a holder of a corresponding DMSH Unit otherwise ceases to be held by such holder, in each case, whether as a result of exchange, reclassification, redemption or otherwise (including in connection with the Redemption Right and the Exchange Option as described above), then the corresponding share(s) of Class B Common Stock, if any, (which, for the avoidance of doubt, will be equal to such DMSH Unit divided by the Conversion Ratio prior to and until the Effective Time (as defined below) (in the case of (i)) or such share of Class B Common Stock (in the case of (ii)) will automatically and without further action on the part of the Company or any holder of Class B Common Stock be transferred to the Company for no consideration and thereupon will be retired and restored to the status of authorized but unissued shares of Class B Common Stock. Rights upon Liquidation In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company after payments to creditors of the Company that may at the time be outstanding, and subject to the rights of any holders of Preferred Stock that may then be outstanding, holders of shares of Class A Common Stock and Company C Common Stock will be entitled to receive ratably, in proportion to the number of shares held by them, all remaining assets and funds of the Company available for distribution; provided, however, that, for purposes of any such distribution, each share of Class C Common Stock will be entitled to receive the same distribution as would have been payable if such share of Class C Common Stock had been converted into a fraction of a share of Company A Common Stock equal to the Conversion Ratio immediately prior to the record date for such distribution. The holders of shares of Class B Common Stock, as such, will not be entitled to receive any assets of the Company in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Automatic Conversion of Class B Common Stock Immediately and automatically upon the earlier of (i) July 4, 2024 or (ii) the date on which there are no amounts owed to any lender pursuant to the Credit Facility, each share of Class B Common Stock will automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant to a reverse stock split, into a fraction of a share of Class B Common Stock equal to the Conversion Ratio (the “Effective Time”). Conversion of Class C Common Stock Each holder of Class C Common Stock has the right, at such holder’s option, at any time, to convert all or any portion of such holder’s shares of Class C Common Stock, and the Company will have the right, at the Company’s option, from and after the Effective Time, to convert all or any portion of the issued and outstanding shares of Class C Common Stock, in each case into shares of fully paid and non-assessable Class A Common Stock at the ratio of one (1) share of Class A Common Stock for the number of shares of Class C Common Stock equal to the Issuance Multiple (as defined in the Business Combination Agreement) so converted. As of December 31, 2020, there were no Class C Common Stock issued and outstanding. Transfers The holders of shares of Class B Common Stock will not transfer such shares other than as part of a concurrent transfer of (i) if prior to the Effective Time, a number of DMSH Units equal to the number of shares of Company Common Stock being so Transferred multiplied by the Conversion Ratio or (ii) if after the Effective Time, an equal number of DMSH Units, in each case made to the same transferee in accordance with the restrictions on transfer contained in the Amended Partnership Agreement. Other Rights No holder of shares of Company Common Stock are entitled to preemptive or subscription rights. There is no redemption or sinking fund provisions applicable to the Company Common Stock. The rights, preferences and privileges of holders of the Company Common Stock will be subject to those of the holders of any shares of the Preferred Stock the Company may issue in the future. Preferred Stock The Board has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the DGCL. The issuance of Preferred Stock of the Company could have the effect of decreasing the trading price of Company Common Stock, restricting dividends on the capital stock of the Company, diluting the voting power of the Company Common Stock, impairing the liquidation rights of the capital stock of the Company, or delaying or preventing a change in control of the Company. At December 31, 2020, there were no shares of preferred stock outstanding. The Company is authorized to issue 100,000 preferred shares with such designations, voting, and other rights and preferences as may be determined from time to time by the Board. As of December 31, 2020, there were no preferred shares issued. Public Warrants Each Company Public Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A Common Stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire five years after the Business Combination, or earlier upon redemption or liquidation. The Company may call the Company Public Warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; and (4) only if the last reported closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Company Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Company Public Warrants to do so on a “cashless basis.” The exercise price and number of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrant shares. At December 31, 2020, approximately 10.0 million Public Warrants were outstanding. Non-controlling Interest The non-controlling interest represents the membership interest in DMSH held by holders other than the Company. On July 15, 2020, upon the close of the Business Combination, the Prism and Clairvest Direct Seller combined ownership percentage in DMSH was 44.5%. On July 16, 2020, DMSH issued approximately 307 thousand additional DMSH Units to the sellers in the SmarterChaos acquisition, which are included in the non-controlling interest of approximately 44.8%. On October 22, 2020, the Company issued additional 142 thousand shares of Class B Common Stock to Prism and Clairvest Direct Seller, upon a post-closing Business Combination working capital adjustment. At December 31, 2020, the non-controlling interest in DMSH was 44.8%. The Company has consolidated the financial position and results of operations of DMSH and reflected the proportionate interest held by Prism, Clairvest Direct Seller and the SmarterChaos sellers as a non-controlling interest. |
RELATED PARTY TRANSACTIONS (FY)
RELATED PARTY TRANSACTIONS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 12. RELATED PARTY TRANSACTIONS Registration Rights At the Closing, the Company entered into an amended and restated registration rights agreement with certain Sellers (the “Amended and Restated Registration Rights Agreement”), pursuant to which the Company registered for resale certain shares of Class A Common Stock and warrants to purchase Class A Common Stock that were held by the parties thereto. Additionally, the Sellers may request to sell all or any portion of their shares of Class A Common Stock in an underwritten offering that is registered pursuant to the shelf registration statement filed by the Company (each, an “Underwritten Shelf Takedown”); however, the Company will only be obligated to effect an Underwritten Shelf Takedown if such offering will include securities with a total offering price reasonably expected to exceed, in the aggregate, $20.0 million and will not be required to effect more than four Underwritten Shelf Takedowns in any six Amended Partnership Agreement Pursuant to the Amended Partnership Agreement, following the expiration of the lock-up period under the lock-up agreement entered into by the Company and the Sellers at the Closing, the non-controlling interests (as defined in the Amended Partnership Agreement) will have the right to redeem their DMSH Units for cash (based on the market price of the shares of Class A Common Stock) or, at the Company’s option, the Company may acquire such DMSH Units (which DMSH Units are expected to be contributed to Blocker) in exchange for cash or Class A Common Stock (a “Redemption”) on a one-for-one basis (subject to customary conversion rate adjustments, including for stock splits, stock dividends and reclassifications), in each case subject to certain restrictions and conditions set forth therein, including that any such Redemption be for an amount no less than the lesser of 10,000 DMSH Units or all of the remaining DMSH Units held by such Non-Blocker Member. In the event of a change of control transaction with respect to a Non-Blocker Member, DMSH will have the right to require such Non-Blocker Member to effect a Redemption with respect to all or any portion of the DMSH Units transferred in such change of control transaction. In connection with any Redemption (other than a Redemption by the SmarterChaos sellers) a number of shares of Class B Common. Stock will automatically be surrendered and cancelled in accordance with the Company Certificate of Incorporation. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable shares of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheets. As of March 30, 2021, the total amount of liability under the Tax Receivable Agreement was $16.3 million, of which $0.5 million was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. Lock-Up Agreement At the Closing, Sellers executed and delivered to the Company a lock up agreement (the “Lock-Up Agreement”), pursuant to which, among other things, Sellers agreed not to, subject to certain exceptions set forth in the Lock-Up Agreement, during the period commencing from the Closing and through the 180 day anniversary of the date of the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any Class A Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Class A Common Stock, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise. Any waiver by the Company of the provisions of the Lock-Up Agreement requires the approval of a majority of the Company’s directors who qualify as “independent” for purposes of serving on the audit committee under the applicable rules of the SEC (including Rule 10A-3 of the Securities Exchange Act of 1934). On July 29, 2020, the Company’s Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”) executed joinder agreements to the Lock-Up Agreement in connection with Prism’s distribution of 538,912 and 538,911 Seller Warrants to the Company’s CEO and COO, respectively, as a permitted transfer under the Amended Warrant Agreement and the Lock-Up Agreement. Management Agreement Prior to the Business Combination, the Management Agreement included consideration for various management and advisory services, where DMSH made payment to one of its members a quarterly retainer of $50 thousand plus any out-of-pocket expenses. The total expense for the years ended December 31, 2020 and 2019 was $0.1 million and $0.2 million, respectively, which was recorded in General and administrative expenses in the consolidated statements of operations. The management agreement was terminated in connection with the Business Combination. Prism Incentive Agreement On October 1, 2017, DMS, through a subsidiary, acquired the assets of Mocade Media LLC (“Mocade”). On that date, in connection with the acquisition, DMS also entered into a consulting agreement with Singularity Consulting LLC (“Singularity”), a Texas limited liability company owned by the former management of Mocade. On August 1, 2018, in order to further incentivize Singularity’s efforts with respect to the acquired Mocade assets, DMS entered into an amendment to the Singularity consulting agreement. On that date, Prism Data, the then majority equityholder of DMS, also entered into an incentive agreement with Singularity, to which DMS was not a party, providing for certain incentive payments to be accounted for in accordance with applicable accounting standards by Prism Data to Singularity in the event of certain specified change of control sale transactions involving DMS. Following the Business Combination, in November 2020, DMS and Singularity resolved all outstanding amounts due under the Singularity consulting agreement between DMS and Singularity with a payment of $85. In addition, Prism Data and Singularity agreed that Singularity would be entitled to a payment from Prism Data of $20 in the event of certain specified change of control sale transactions involving DMS . | NOTE 11. RELATED PARTY TRANSACTIONS Registration Rights At the Closing, the Company entered into an amended and restated registration rights agreement with certain Sellers (the “Amended and Restated Registration Rights Agreement”), pursuant to which the Company registered for resale certain shares of Class A Common Stock and warrants to purchase Class A Common Stock that were held by the parties thereto. Additionally, the Sellers may request to sell all or any portion of their shares of Class A Common Stock in an underwritten offering that is registered pursuant to the shelf registration statement filed by the Company (each, an “Underwritten Shelf Takedown”); however, the Company will only be obligated to effect an Underwritten Shelf Takedown if such offering will include securities with a total offering price reasonably expected to exceed, in the aggregate, $20.0 million and will not be required to effect more than four Underwritten Shelf Takedowns in any six Amended Partnership Agreement Pursuant to the Amended Partnership Agreement, following the expiration of the lock-up period under the lock-up agreement entered into by the Company and the Sellers at the Closing, the non-controlling interests (as defined in the Amended Partnership Agreement) will have the right to redeem their DMSH Units for cash (based on the market price of the shares of Class A Common Stock) or, at the Company’s option, the Company may acquire such DMSH Units (which DMSH Units are expected to be contributed to Blocker) in exchange for cash or Class A Common Stock (a “Redemption”) on a one-for-one basis (subject to customary conversion rate adjustments, including for stock splits, stock dividends and reclassifications), in each case subject to certain restrictions and conditions set forth therein, including that any such Redemption be for an amount no less than the lesser of 10,000 DMSH Units or all of the remaining DMSH Units held by such Non-Blocker Member. In the event of a change of control transaction with respect to a Non-Blocker Member, DMSH will have the right to require such Non-Blocker Member to effect a Redemption with respect to all or any portion of the DMSH Units transferred in such change of control transaction. In connection with any Redemption (other than a Redemption by the SmarterChaos sellers) a number of shares of Class B Common. Stock will automatically be surrendered and cancelled in accordance with the Company Certificate of Incorporation. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable shares of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheets. As of December 31, 2020, the total amount of liability under the Tax Receivable Agreement was $ 16.3 million, of which $510 thousand was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. Lock-Up Agreement At the Closing, Sellers executed and delivered to the Company a lock up agreement (the “Lock-Up Agreement”), pursuant to which, among other things, Sellers agreed not to, subject to certain exceptions set forth in the Lock-Up Agreement, during the period commencing from the Closing and through the 180 day anniversary of the date of the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any Class A Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Class A Common Stock, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise. Any waiver by the Company of the provisions of the Lock-Up Agreement requires the approval of a majority of the Company’s directors who qualify as “independent” for purposes of serving on the audit committee under the applicable rules of the SEC (including Rule 10A-3 of the Securities Exchange Act of 1934). On July 29, 2020, the Company’s Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”) executed joinder agreements to the Lock-Up Agreement in connection with Prism’s distribution of 538,912 and 538,911 Seller Warrants to the Company’s CEO and COO, respectively, as a permitted transfer under the Amended Warrant Agreement and the Lock-Up Agreement. Management Agreement Prior to the Business Combination, the Management Agreement included consideration for various management and advisory services, where DMSH made payment to one of its members a quarterly retainer of $50 thousand plus any out-of-pocket expenses. The total expense for the years ended December 31, 2020 and 2019 was $0.1 million and $0.2 million, respectively, which was recorded in General and administrative expenses in the consolidated statements of operations. The management agreement was terminated in connection with the Business Combination. Prism Incentive Agreement On October 1, 2017, DMS, through a subsidiary, acquired the assets of Mocade Media LLC (“Mocade”). On that date, in connection with the acquisition, DMS also entered into a consulting agreement with Singularity Consulting LLC (“Singularity”), a Texas limited liability company owned by the former management of Mocade. On August 1, 2018, in order to further incentivize Singularity’s efforts with respect to the acquired Mocade assets, DMS entered into an amendment to the Singularity consulting agreement. On that date, Prism Data, the then majority equityholder of DMS, also entered into an incentive agreement with Singularity, to which DMS was not a party, providing for certain incentive payments to be accounted for in accordance with applicable accounting standards by Prism Data to Singularity in the event of certain specified change of control sale transactions involving DMS. Following the Business Combination, in November 2020, DMS and Singularity resolved all outstanding amounts due under the Singularity consulting agreement between DMS and Singularity with a payment of $85. In addition, Prism Data and Singularity agreed that Singularity would be entitled to a payment from Prism Data of $20 in the event of certain specified change of control sale transactions involving DMS . DMSH Member Tax Distributions For the years ended December 31, 2020 and 2019, tax distributions to members of DMSH were $0.2 million and $21.6 million, respectively. |
EMPLOYEE AND DIRECTOR INCENTIVE
EMPLOYEE AND DIRECTOR INCENTIVE PLANS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
EMPLOYEE AND DIRECTOR INCENTIVE PLANS | NOTE 13. EMPLOYEE AND DIRECTOR INCENTIVE PLANS 2020 Omnibus Incentive Plan On July 15, 2020, Leo’s shareholders approved the 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan allows for the issuance of stock options, stock appreciation rights, stock awards (including restricted stock awards (“RSAs”) and Restricted Stock Units (“RSUs”) and other stock-based awards. Directors, officers and employees, as well as others performing independent consulting or advisory services for the Company or its affiliates, will be eligible for grants under the 2020 Plan. The aggregate number of shares reserved under the 2020 Plan is approximately 11.6 million. The 2020 Plan terminates on June 24, 2030. On January 14, 2021, the Board of Directors of DMS Inc. approved additional employee quarterly grant for new employees of the Company with 36,790 RSUs under the 2020 Plan. The RSUs vest one-third each year based on three years of employee continuous service. The 2020 Plan provides Directors’ vesting rights after each year for completed service to the Company. The participants have no rights of a stockholder with respect to the RSUs, including the right to vote and the right to receive distributions or dividends until the shares become vested and settled. The settlement occurs after the vesting date and shall represent the right to receive one Share of Class A of common stock. RSUs awards provide for accelerated vesting if there is a change in control. The fair value of non-vested shares is determined based on the closing trading price of the Company’s shares on the grant date and are amortized over the award’s service period. At March 30, 2021, total non-vested stock-based compensation expense related to restricted stock was $8.5 million, which will be recognized over a weighted-average remaining period of 2.29 years. The weighted-average grant-date fair value of shares granted during the year ended March 30, 2020, were $7.09 per share. Restricted Shares The following table presents the restricted share activity for the year ended March 31, 2021 (in thousands, except price per share): Restricted Stock Units Number of Restricted Stock Weighted-Average Grant Date Fair Value Outstanding at December 31, 2020 1,197 $ 7.31 Granted 37 $ 11.65 Forfeited/Canceled 95 $ 11.65 Vested 0 $ — Outstanding at March 31, 2021 1,139 $ 7.09 Vested at March 31, 2021 — — As of March 31, 2021, the Company has two shared-based compensation plans: restricted share units and stock options. The compensation cost that has been recorded against Consolidated Statement of Operations, “Salaries and related costs” was approximately $1.4 million. The Company’s 2020 Omnibus Incentive Plan, which is shareholder-approved, permits the grant of share options and shares to its employees up to 11.6 million shares of Class A Common Stock. The Company believes that such awards better align the interest of its employees with those of its shareholders. Stock option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards vest on 3 years of continuous service and have 10-year contractual terms. The 2020 Plan allows employees’ vesting rights after each year for completed service to the Company. The participants have no rights of a stockholder with respect to the stock options, including the right to vote and the right to receive distributions or dividends until the shares become vested and exercised. The exercise occurs after the vesting date and the participant may exercise the option by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by full payment of the exercise price or by means of a broker-assisted cashless exercise. Stock option awards provide for accelerated vesting if there is a change in control. The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation method, which uses the assumptions noted in the following table. Because Black-Scholes option valuation models incorporate ranges of assumption for inputs, the selected inputs are disclosed below. Expected volatilities are based on implied volatilities from traded options on the Company’s peer group. The expected term of an option granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the below range results from certain Company’s peer group of employees exhibiting different behavior. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. The risk-free rate within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. We recognize forfeitures and/or cancellations based on an actual occurrence. Stock Options The following is the weighted average of the assumptions used in calculating the fair value of the total stock options granted in 2020 using the Black-Scholes method: Fair market value $ 3.28 Risk-free rate 0.5 % Dividend yield — % Expected volatility 49.3 % Expected term (in years) 5.8 years The following table presents the stock option activity for the quarter ended March 31, 2021 (in thousands, except price per share): Stock Options Number of Stock Options Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in Years) Total Intrinsic Value of Restricted Stock Vested Outstanding at January 1, 2021 551 $ 3.34 5.8 years $ — Granted 27 $ 5.27 5.8 years $ — Exercised — $ — — $ — Forfeited/expired (44) $ 5.27 — $ — Outstanding at March 31, 2021 534 $ 3.28 5.8 years $ — Vested at March 31, 202 — — — — Exercisable at March 31, 2021 — — — — The weighted-average grant-date strike price of options during the quarter ended March 31, 2021 was $11.65 per share. The total intrinsic value of options exercised during the quarter ended March 31, 2021, was $0. The weighted-average grant-date fair value of shares granted during the quarter ended March 31, 2021, was $3.28 per share. During the quarter ended March 31, 2021, there were no shares or units converted into Class A Common Stock, or exercised from restricted stock units, stock options or warrants. The following table presents non-vested shares for the quarter ended March 31, 2021 (in thousands, except price per share): Non-vested Shares Shares (000) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2021 1,748 $ 7.31 Granted 64 $ 8.96 Vested — $ — Forfeited (139) $ 9.62 Non-vested at March 31, 2021 1,673 $ 5.88 As of March 31, 2021, the total value of unvested shares was $10.3 million under the 2020 Plan. That cost is expected to be recognized over a weighted-average period of 2.29 years. The total fair value of shares vested during the quarter ended March 31, 2021, was $0. | NOTE 12. EMPLOYEE AND DIRECTOR INCENTIVE PLANS 2020 Omnibus Incentive Plan On July 15, 2020, Leo’s shareholders approved the 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan allows for the issuance of stock options, stock appreciation rights, stock awards (including restricted stock awards (“RSAs”) and Restricted Stock Units (“RSUs”) and other stock-based awards. Directors, officers and employees, as well as others performing independent consulting or advisory services for the Company or its affiliates, will be eligible for grants under the 2020 Plan. The aggregate number of shares reserved under the 2020 Plan is approximately 11.6 million. The 2020 Plan terminates on June 24, 2030. On October 28, 2020, the Board of Directors of DMS Inc. approved the grant of approximately 1.2 million RSUs, including 65,000 units granted for Directors under the 2020 Plan. The RSUs vest one-third each year based on three years of continuous service starting with July 16, 2021 through July 16, 2023. The 2020 Plan provides Directors’ and employees’ vesting rights after each year for completed service to the Company. The participants have no rights of a stockholder with respect to the RSUs, including the right to vote and the right to receive distributions or dividends until the shares become vested and settled. The settlement occurs after the vesting date and shall represent the right to receive one Share of Class A of common stock. RSUs awards provide for accelerated vesting if there is a change in control. The fair value of non-vested shares is determined based on the closing trading price of the Company’s shares on the grant date and are amortized over the award’s service period. At December 31, 2020, total non-vested stock-based compensation expense related to restricted stock was $8.8 million, which will be recognized over a weighted-average remaining period of 2.54 years. The weighted-average grant-date fair value of shares granted during the year ended December 31, 2020, were $7.31 per share. Restricted Shares The following table presents the restricted share activity for the year ended December 31, 2020 (in thousands, except price per share): Restricted Stock Units Number of Restricted Stock Weighted-Average Grant Date Fair Value Outstanding at January 1, 2020 — $ 0 Granted 1,245 $ 7.31 Forfeited/Canceled 48 $ 7.31 Vested — $ 0 Outstanding at December 31, 2020 1,197 $ 7.31 Vested at December 31, 2020 — — Exercisable at December 31, 2020 — — On December 31, 2020, the Company has two shared-based compensation plans; restricted share units and stock options. The compensation cost that has been recorded against Consolidated Statement of Operations, “Salaries and related costs” was approximately $1.0 million. The Company’s 2020 Omnibus Incentive Plan, which is shareholder-approved, permits the grant of share options and shares to its employees up to 11.6 million shares of Class A Common Stock. The Company believes that such awards better align the interest of its employees with those of its shareholders. Stock option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards vest on 3 years of continuous service and have 10-year contractual terms. The 2020 Plan allows employees’ vesting rights after each year for completed service to the Company. The participants have no rights of a stockholder with respect to the stock options, including the right to vote and the right to receive distributions or dividends until the shares become vested and exercised. The exercise occurs after the vesting date and the participant may exercise the option by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by full payment of the exercise price or by means of a broker-assisted cashless exercise. Stock option awards provide for accelerated vesting if there is a change in control. The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation method, which uses the assumptions noted in the following table. Because Black-Scholes option valuation models incorporate ranges of assumption for inputs, the selected inputs are disclosed below. Expected volatilities are based on implied volatilities from traded options on the Company’s peer group. The expected term of an option granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the below range results from certain Company’s peer group of employees exhibiting different behavior. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. The risk-free rate within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. We recognize forfeitures and/or cancellations based on an actual occurrence. Stock Options The following is the weighted average of the assumptions used in calculating the fair value of the total stock options granted in 2020 using the Black-Scholes method: Fair market value $ 3.34 Risk-free rate 0.4 % Dividend yield — % Expected volatility 49.4 % Expected term (in years) 5.9 years The following table presents the stock option activity for the year ended December 31, 2020 (in thousands, except price per share): Stock Options Number of Stock Options Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in Years) Total Intrinsic Value of Restricted Stock Vested Outstanding at January 1, 2020 — $ — — $ — Granted 574 $ 3.34 5.9 years $ — Exercised — $ — — $ — Forfeited/expired 23 $ — — $ — Outstanding at December 31, 2020 551 $ 3.34 5.9 years $ — Vested at December 31, 2020 — — — — Exercisable at December 31, 2020 — — — — The weighted-average grant-date strike price of options during the year ended December 31, 2020 were $7.31 per share. The total intrinsic value of options exercised during the year ended December 31, 2020 was $0. The weighted-average grant-date fair value of shares granted during the year ended December 31, 2020, was $3.34 per share. During the year ended December 31, 2020, there were no shares or units converted into Class A Common Stock, or exercised from restricted stock units, stock options and warrants. The following table presents non-vested shares for the year ended December 31, 2020 (in thousands, except price per share): Non-vested Shares Shares (000) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2020 — $ 0 Granted 1,819 $ 7.31 Vested — $ 0 Forfeited 71 $ 7.31 Non-vested at December 31, 2020 1,748 $ 7.31 As of December 31, 2020, the total value of unvested shares was $10.6 million under the 2020 Plan. That cost is expected to be recognized over a weighted-average period of 2.54 years. The total fair value of shares vested during the years ended December 31, 2020, was $0. Defined Contribution Plans The Company offers a 401(k) plan with a mandatory match and a discretionary bonus contribution to all of its eligible employees. The Company matches employees’ contributions based on a percentage of salary contributed by the employees. The Company’s match cost for the year ended December 31, 2020, and 2019 was $0.8 million and $0.5 million respectively, recorded within “Salaries and related costs” on the consolidated statements of operations. Employee Incentive Plan The Company instituted a transaction-based cash bonus plan, the Digital Media Solutions, LLC Employee Incentive Plan (the “EIP”), in 2017, which was amended and restated on January 31, 2019. The EIP provides for a cash bonus pool payout to vested participants upon the occurrence of a “Sale of the Company” prior to December 31, 2024, in which the equity value (as determined by the board of managers) exceeds $100 million. Each EIP participant was awarded a number of bonus pool units, and is entitled to a pro rata share of the aggregate bonus pool based on the total number of vested bonus pool units held among all participants. DMSH also instituted a second transaction-based cash bonus plan on November 1, 2019, which mirrors the first plan, except that the equity value was raised to $325 million. On April 23, 2020, DMSH entered into a Business Combination agreement with Leo. Although this business combination is not considered a “Sale of the Company” for purposes of the EIP, the board of managers was permitted at its discretion to make a payment under the plan as it deemed fit upon consummation of the business combination. The board of managers elected to pay a total of approximately $250 thousand in cash to EIP participants in connection with the Business Combination, which was paid during the year ended December 31, 2020, and these plans were terminated. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 14. COMMITMENTS AND CONTINGENCIES Legal proceedings The Company is subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. An estimated liability is recorded for those proceedings and claims when the loss from such proceedings and claims becomes probable and reasonably estimable. The risk of loss is reassessed each quarter and liabilities are adjusted as new information becomes available. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position, but could be material to the consolidated results of operations or cash flows for any one period. Lease agreements The Company leases certain office locations, including both long-term and short-term leases, with several leases offering renewal options. Rent expense for the three months ended March 31, 2021 and 2020 was $0.4 million and $0.6 million, respectively. At March 31, 2021, the future minimum lease payments for the Company were comprised of the following (in thousands): March 31, 2021 2021 $ 1,562 2022 1,963 2023 1,966 2024 1,537 2025 404 Thereafter — Total $ 7,432 Management analyzed our current leases due to the COVID-19 economic environment and recorded a reserve of approximately $3.0 million as a result of the cease use of certain leased properties (included in the future minimum lease payments above). As of March 31, 2021, $1.3 million is accrued for within Accrued expenses and other current liabilities and $1.7 million is accrued for within Other non-current liabilities, on the unaudited condensed consolidated balance sheets. DMSH Unit Redemption Rights The Amended and Restated Partnership Agreement includes provisions intended to ensure that the Company at all times maintains a one-to-one ratio between (i) the number of outstanding shares of Class A Common Stock (including the number of shares of Class A Common Stock into which all of the outstanding shares of Class C Common Stock are convertible in accordance with the Company Certificate of Incorporation) and (ii) the aggregate number of DMSH Units owned by DMS Inc., its subsidiaries and any consolidated, combined, unitary or similar group of entities that join in filing any tax return with DMS Inc. | NOTE 13. 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. Lease agreements The Company leases office space in various locations within United States and Canada. The leases entered into by the Company consist of both long-term and short-term leases. Lease agreements in two locations provide the option to extend for three years upon the provision of nine-month notice. No lease agreement or arrangement is considered material to the overall lease portfolio. The rental expense for the years ended December 31, 2020 and 2019 was $2.0 million and $2.2 million, respectively. At December 31, 2020, the future minimum lease payments for the Company were comprised of the following (in thousands): Year Ending December 31: 2021 $ 1,815 2022 1,787 2023 1,845 2024 1,418 2025 404 Thereafter — Total $ 7,269 The lease obligations were evaluated due to the COVID-19 economic environment and recorded a reserve of approximately $4.2 million as a result of the cease use of certain leased properties (included in the future minimum lease payments above) , which was included in General and administrative expenses in the consolidated statements of operations during the years ended December 31, 2020. As of December 31, 2020, $1.7 million is accrued for within Accrued expenses and other current liabilities and $1.9 million is accrued for within Other non-current liabilities, on the consolidated balance sheets. During the year ended December 31, 2020, the Company entered into negotiations with landlords to terminate lease agreements, for twelve different properties for a total approximately 62,113 square feet of office space located in Canada and the United States. The termination of the leases is expected to reduce cash needs by approximately $1.9 million over the remaining life of the original leases through April 30, 2025. As of December 31, 2020, the Company concluded negotiations on three properties and agreed to make payments to the landlord totaling approximately $0.4 million in release of all future obligations under the leases. DMSH Unit Redemption Rights The Amended and Restated Partnership Agreement includes provisions intended to ensure that the Company at all times maintains a one-to-one ratio between (i) the number of outstanding shares of Class A Common Stock (including the number of shares of Class A Common Stock into which all of the outstanding shares of Class C Common Stock are convertible in accordance with the Company Certificate of Incorporation) and (ii) the aggregate number of DMSH Units owned by DMS Inc., its subsidiaries and any consolidated, combined, unitary or similar group of entities that join in filing any tax return with DMS Inc. |
INCOME TAXES (FY)
INCOME TAXES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 15. INCOME TAXES As a result of the Business Combination, the Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker, which owns 56.2% of equity interests in DMSH. DMSH is treated as a partnership for purposes of U.S. federal and certain state and local income tax. As a U.S. partnership, generally DMSH will not be subject to corporate income taxes (except with respect to UE, as described below). Instead, each of the ultimate partners (including DMS Inc.) are taxed on their proportionate share of DMSH taxable income. While the Company consolidates DMSH for financial reporting purposes, the Company will only be taxed on its allocable share of future earnings (i.e. those earnings not attributed to the non-controlling interests, which continue to be taxed on their own allocable share of future earnings of DMSH). The Company’s income tax expense is attributable to the allocable share of earnings from DMSH, a portion of activities of DMSH that are subject to Canadian income tax, and the activities of UE, a wholly-owned U.S. corporate subsidiary of DMSH, which is subject to U.S. federal and state and local income taxes. The income tax burden on the earnings allocated to the non-controlling interests is not reported by the Company in its condensed consolidated financial statements under GAAP. As a result, the Company’s effective tax rate is expected to differ materially from the statutory rate. The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. The Company recorded income tax expense of $117 thousand for the three months ended March 31, 2021. The blended effective tax rate for the three months ended March 31, 2021 was 124.64%, which varies from our statutory U.S. tax rate due to the tax impact of the change in fair value of warrant liabilities, change in fair value of contingent liabilities, and taxable income or loss that is allocated to the non-controlling interest. The Company recorded $52 thousand income tax expense or benefit for the three months ended March 31, 2020. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into a Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100%% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of this agreement, the Company recorded as of December 31, 2020, a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheets. As of March 31, 2021, the total amount of payments under the TRA was $16.3 million, of which $0.5 million was current and included in Accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheet. ASU 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This new guidance was effective for the Company beginning on January 1, 2021, and did not have a material impact on the Company’s condensed consolidated financial statements. | NOTE 14. INCOME TAXES (AS RESTATED) The provision (benefit) for income taxes consist of the following (in thousands): Years Ended 2020 2019 Current: Federal $ 3,101 $ 137 State 216 — Foreign 248 — Total Current 3,565 137 Deferred Federal 69 — State (549) — Foreign — — Total Deferred (480) — Provision for income taxes $ 3,085 $ 137 The provision for income taxes shown above varies from the statutory federal income tax rate for those periods as follows (in thousands): Years Ended 2020 As Restated 2019 Tax provision (benefit) from federal statutory rate $ (2,190) $ (2,330) Tax on income not subject to entity level federal income tax 1,897 2,467 State income taxes, net of federal tax effect (280) 0 Warrant liability fair value change 1,856 0 Other permanent adjustments 434 0 True-ups and other (465) 0 Foreign tax credit (63) 0 Undistributed earnings 823 0 Canadian tax expense 261 0 Valuation Allowance 812 0 Tax provision $ 3,085 $ 137 During the year ended December 31, 2019, the Company was a "partnership" for U.S. federal and state and local income tax purposes and generally not subject to entity level income tax. Instead, each of the ultimate partners of the partnership were taxed on their proportionate share of the Company's taxable income. In the fourth quarter of 2019, the partnership acquired UE, a “corporation” for U.S. federal and state and local income purposes. As such, earnings related to UE were subject to pay federal and state corporate income taxes. The Company established an estimated net deferred tax liability of $8,675 primarily related to intangible assets acquired in the UE acquisition. The Company recorded income tax expense in the amount of $137 and $0 for the years ended December 31, 2019 and December 31, 2018, respectively. The income tax expense for the year ended December 31, 2019 primarily related to UE’s activity post-acquisition. As a result of the Business Combination, the Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker, which owns 55.2% of equity interests in DMSH (after the SmarterChaos acquisition). DMSH is treated as a partnership for purposes of U.S. federal and certain state and local income tax. As a U.S. partnership, generally DMSH will not be subject to corporate income taxes (except with respect to UE, as described below). Instead, each of the ultimate partners (including DMS Inc.) are taxed on their proportionate share of DMSH taxable income. While the Company consolidates DMSH for financial reporting purposes, the Company will only be taxed on its allocable share of earnings (i.e. those earnings not attributed to the non-controlling interests, which continue to be taxed on their own allocable share of earnings of DMSH). The Company’s income tax expense is attributable to the allocable share of earnings from DMSH, a portion of activities of DMSH that are subject to Canadian income tax, and the activities of UE, a wholly-owned U.S. corporate subsidiary of DMSH, which is subject to U.S. federal and state and local income taxes. The income tax burden on the earnings allocated to the non-controlling interests is not reported by the Company in its consolidated financial statements under GAAP. As a result of the foregoing reasons, the Company’s effective tax rate is expected to differ materially from the statutory rate. Due to the restatement, the Private Placement Warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020, and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of earnings (loss). The Private Placement Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no change to income tax expense relating to changes in the fair value of such warrants. Deferred tax assets and liabilities are composed of the following (in thousands): Years Ended 2020 2019 (In thousands) Deferred income tax assets: Investment in DMS Holdings LLC $ 30,017 $ — Reserve accruals 140 57 Charitable contributions 9 — Interest carryforward 1,158 — Tax credit carryforwards 63 — Property and equipment — 522 Net operating loss 150 — Total gross deferred income tax assets 31,537 579 Less: Valuation allowance (11,626) — Total deferred income tax assets 19,911 579 Deferred income tax liabilities: Intangibles (6,971) (9,254) Property and equipment (193) — Undistributed earnings (823) — Total deferred income tax liabilities (7,987) (9,254) Net deferred income tax asset (liability) $ 11,924 $ (8,675) At December 31, 2020, the Company has federal or state net operating loss carryforwards attributable to DMS, Inc. in the amount of $579 thousand. At December 31, 2020, the Company has an expected foreign tax credit carryforward of $63 thousand which would expire at December 31, 2030, unless utilized. We record a deferred tax asset if we believe that it is more likely than not that we will realize a future tax benefit. Ultimate realization of any deferred tax asset is dependent on our ability to generate sufficient future taxable income in the appropriate tax jurisdiction before the expiration of carryforward periods, if any. Our assessment of deferred tax asset realizability considers many different factors including historical and projected operating results, the reversal of existing deferred tax liabilities that provide a source of future taxable income, the impact of current tax planning strategies and the availability of future tax planning strategies. We establish a valuation allowance against any deferred tax asset for which we are unable to conclude that realizability is more likely than not. This is inherently judgmental, since we are required to assess many different factors and evaluate as much objective evidence as we can in reaching an overall conclusion. The particularly sensitive component of our evaluation is our projection of future operating results since this relies heavily on our estimates of future revenue and expense levels by tax jurisdiction. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of the Business Combination, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheet. As of December 31, 2020, the total amount of liability under the Tax Receivable Agreement was $16.3 million, of which $510 thousand was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. CARES Act On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” was signed into law. The CARES Act includes income tax provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company benefited from the deferral of payroll taxes and is still evaluating all the impacts of the CARES Act on our business. |
EARNINGS (LOSS) PER SHARE (FY)
EARNINGS (LOSS) PER SHARE (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
EARNINGS (LOSS) PER SHARE | NOTE 16. EARNINGS PER SHARE Basic earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc., adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. Diluted loss per share for all period presented is the same as basic loss per share as the inclusion of the potentially issuable shares would be anti-dilutive. Prior to the Business Combination, the membership structure of DMSH included units which had profit interests. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these unaudited condensed consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the Business Combination on July 15, 2020. The basic and diluted earnings per share represent only the shares earned during the period of January 1, 2021 to March 31, 2021. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Three Months Ended March 31, Numerator: Net (loss) income before income taxes $ (212) Less: Net income attributable to non-controlling interests (93) Net income attributable to DMS Inc. $ (119) Denominator: Weighted-average shares of Class A Common Stock outstanding - basic and diluted 33,241 Earnings per share of Class A Common Stock - basic and diluted $ — Shares of the Company’s Class B common stock, warrants, restricted stock units and stock options do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Potential shares of common stock not included in the computation of earnings per share because their effect would be antidilutive includes Stock Based Compensation for 84,009 Options and 530,745 RSUs, Warrants of 505,130 Public and 202,052 Private Placement, contingent consideration which could be settled in common stock of 1,237,636 and convertible equity of 26,306,841. On January 14, 2021, the Board of Directors of DMS Inc. approved and granted approximately 36,790 RSUs and 27,000 in stock options to the Company’s new employees under the 2020 Omnibus Incentive Plan. Refer to Note 13. Employee and Director Incentive Plans for a description of the Company’s stock incentive plan. | NOTE 15. EARNINGS (LOSS) PER SHARE (AS RESTATED) Prior to the Business Combination, the membership structure of DMSH included units which had profit interests. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings (loss) per share information has not been presented for periods prior to the Business Combination on July 15, 2020. The basic and diluted earnings (loss) per share for the year ended December 31, 2020 represent only the period of July 15, 2020 to December 31, 2020. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A Common Stock: As Restated Three Months Ended As Restated Year Ended December 31, 2020 Numerator: Net income (loss) $ (17,867) $ (13,714) Less: Net income (loss) attributable to non-controlling interests subsequent to the Business Combination (7,481) (6,363) Net income (loss) (post business combination) attributable to DMS Inc. $ (10,386) $ (7,351) Denominator: Weighted-average shares of Class A Common Stock outstanding - basic and diluted 32,369 32,335 Earnings per share of Class A Common Stock - basic and diluted $ (0.32) $ (0.23) Shares of the Company’s Class B Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented. At December 31, 2020, the Company excluded 26.0 million shares of Class B Common Stock, 14.0 million Public and Private warrants, 1.8 million shares of restrictive stock units and stock options, and the DMSH Units issued in the SmarterChaos acquisition as their effect would have been anti-dilutive. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) (FY) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | NOTE 16. QUARTERLY FINANCIAL DATA (UNAUDITED) (AS RESTATED) The following table provides quarterly information for the years ended December 31, 2020 and 2019 (I n thousands, except per share amounts ): Three Months Ended March 31, June 30, September 30, As Restated December 31, As Restated 2020 Net revenue $ 72,728 $ 75,196 $ 82,829 $ 102,103 Cost of revenue (exclusive of depreciation and amortization shown separately below) $ 50,159 $ 52,402 $ 57,777 $ 74,393 Net income (loss) $ 757 $ 2,134 $ 1,262 $ (17,867) Net income (loss) attributable to non-controlling interest $ — $ — $ 2,463 $ (7,481) Net income attributable to Digital Media Solutions, Inc. $ 757 $ 2,134 $ (1,201) $ (10,386) Earnings per share - Basic N/A N/A $ (0.04) $ (0.32) Earnings per share - Diluted N/A N/A $ (0.04) $ (0.32) Three Months Ended March 31, June 30, September 30, December 31, 2019 Net revenue $ 57,822 $ 57,745 $ 57,575 $ 65,154 Cost of revenue (exclusive of depreciation and amortization shown separately below) $ 39,118 $ 38,865 $ 39,101 $ 33,450 Net income (loss) $ 606 $ (111) $ (9,492) $ (2,233) Net income (loss) attributable to non-controlling interest $ — $ — $ — $ — Net income attributable to Digital Media Solutions, Inc. $ 606 $ (111) $ (9,492) $ (2,233) Earnings per share - Basic N/A N/A N/A N/A Earnings per share - Diluted N/A N/A N/A N/A Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements In lieu of filing amended quarterly reports on Form 10-Q, the following tables represent our restated unaudited condensed consolidated financial statements for each of the quarters during the year ended December 31, 2020, affected by the restatement. See Note 1, Restatement of Previously Issued Consolidated Financial Statements, for additional information. We have presented a reconciliation from our prior unaudited interim periods, as previously reported, to the restated amounts. The amounts as previously reported were derived from our Quarterly Report on Form 10-Q for the interim period ending September 30, 2020, and from the Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The following represents the reconciliation of our unaudited interim Consolidated Balance Sheets as of September 30, 2020; September 30, 2020 As Reported Restatement Impact As Restated Consolidated Balance Sheets: Private Placement Warrant liabilities $ — $ 9,400 $ 9,400 Total liabilities $ 263,665 $ 9,400 $ 273,065 Additional paid-in-capital $ (43,145) $ (7,126) $ (50,271) Retained earnings $ 5,342 $ 1,898 $ 7,240 Total stockholders' deficit $ (37,797) $ (5,228) $ (43,025) Non-controlling interest $ (32,873) $ (4,172) $ (37,045) Total deficit $ (70,670) $ (9,400) $ (80,070) The following represents the reconciliation of our unaudited interim Consolidated Statement of Operations for the three months ended September 30, 2020 and December 31, 2020 and nine months ended September 30, 2020, “As restated” periods); Three Months Ended September 30, 2020 As Reported Restatement Impact As Restated Consolidated Statements of Earnings (Loss): General and administrative expenses $ 6,407 $ 400 $ 6,807 Income (loss) from operations $ 2,879 $ 400 $ 2,479 Change in fair value of warrant liabilities $ — $ (3,840) $ (3,840) Income (loss) from operations before income taxes $ (542) $ 3,440 $ 2,898 Net income (loss) $ (2,178) $ 3,440 $ 1,262 Net loss attributable to non-controlling interest $ (3,315) $ 5,777 $ 2,463 Net income (loss) attributable to Digital Media Solutions, Inc. $ 1,137 $ (2,338) $ (1,201) Earnings per share (loss) attributable to Digital Media Solutions, Inc.: Basic and diluted $ 0.04 $ (0.03) $ 0.01 Weighted-average shares outstanding - basic and diluted $ 32,294 $ 32,294 Three Months Ended December 31, 2020 As Reported Restatement Impact As Restated Consolidated Statements of Earnings (Loss): Change in fair value of warrant liabilities $ — $ 12,680 $ 12,680 Income (loss) from operations before income taxes $ (4,003) $ (12,680) $ (16,683) Net income (loss) $ (5,187) $ (12,680) $ (17,867) Net loss attributable to non-controlling interest $ (1,798) $ (5,683) $ (7,481) Net income (loss) attributable to Digital Media Solutions, Inc. $ (3,389) $ (6,997) $ (10,386) Earnings per share (loss) attributable to Digital Media Solutions, Inc.: Basic and diluted $ (0.10) $ (0.22) $ (0.32) Weighted-average shares outstanding - basic and diluted $ 32,369 $ 32,369 Nine Months Ended September 30, 2020 As Reported Restatement Impact As Restated Consolidated Statements of Earnings (Loss): General and administrative expenses $ 16,356 $ 400 $ 16,756 Income (loss) from operations $ 13,316 $ (400) $ 12,916 Change in fair value of warrant liabilities $ — $ (3,840) $ (3,840) Income (loss) from operations before income taxes $ 2,614 $ 3,440 $ 6,054 Net income (loss) $ 713 $ 3,440 $ 4,153 Net loss attributable to non-controlling interest $ (424) $ 2,887 $ 2,463 Net income (loss) attributable to Digital Media Solutions, Inc. $ 1,137 $ 553 $ 1,690 Earnings per share (loss) attributable to Digital Media Solutions, Inc.: Basic and diluted $ 0.04 $ 0.05 $ 0.09 Weighted-average shares outstanding - basic and diluted $ 32,294 $ 32,294 |
SUBSEQUENT EVENTS (FY)
SUBSEQUENT EVENTS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | Note. 17 Subsequent Events On April 1, 2021, the Company has completed a transaction to purchase the assets of Crisp Marketing, LLC (“Crisp Results”). 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 Class A Common Stock valued at $20.0 million. The transaction also includes up to $10.0 million in contingent consideration to be earned over the next 12 months, subject to the acquired companies reaching certain milestones, and a $5.0 million deferred payment. The contingent consideration and deferred payment can be paid in cash or stock at the election of the Company. | NOTE 17. SUBSEQUENT EVENTS On February, 1, 2021, the Company and Monroe Capital Management Advisors entered into Amendment No. 5 Credit Agreement to add the acquisitions of Aimtell, Inc, PushPros Inc, and Aramis Interactive, LLC, as Permitted Acquisition. On February 1, 2021, the Company completed the acquisition of Aimtell, Inc. (“Aimtell”), PushPros Inc. (“PushPros”), and Aramis Interactive, LLC (“Aramis”). Aimtell and PushPros are mobile and web push notification technology and solutions companies and Aramis is a network of owned-and-operated websites that leverages the Aimtell and PushPros technologies and relationships. The Company paid consideration of $20 million upon closing of the transaction, consisting of $5 million cash and Class A Common Stock valued at $15 million. The transaction also includes up to $15 million in contingent consideration to be earned over the next three years, subject to the acquired companies reaching certain milestones. The contingent consideration can be paid in cash or stock at the election of the Company. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (FY) | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | SCHEDULE II DIGITAL MEDIA SOLUTIONS, INC. VALUATION AND QUALIFYING ACCOUNTS AND RESERVES SUPPLEMENTAL SCHEDULE (IN THOUSANDS) Column A Column B Column C Column D Column E Description Balance at Beginning of Period Charge to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period Accounts receivable reserves 2019 $ 952 $ 836 $ 220 $ 1,067 $ 941 2020 $ 941 $ 3,039 $ — $ 859 $ 3,121 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. 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, with satellite offices throughout the United States and Canada. The Company primarily operates and derives most of its revenues in the United States. Leo Holdings Corp. (“Leo”) a special purpose acquisition company, was incorporated on November 29, 2017 as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses. On July 15, 2020, Leo consummated a transaction structured similar to a reverse recapitalization (the “Business Combination”) and domesticated as a corporation incorporated in the state of Delaware. At the closing of the Business Combination (the “Closing”), Leo acquired the equity in Blocker and a portion of the equity of Digital Media Solutions Holding, LLC (“DMSH”) and Blocker became the sole managing member of DMSH, and Leo was renamed Digital Media Solutions, Inc. The Business Combination was structured as a reverse recapitalization. The historical operations of DMSH are deemed to be those of the Company. Thus, the financial statements included in this Quarterly Report reflect (i) the historical operating results of DMSH prior to the Business Combination; (ii) the combined results of the Company following the Business Combination; (iii) the assets and liabilities of Leo at historical cost; and (iv) the Company’s equity and earnings (loss) per share for all periods presented. Refer to Note 2. Business Combination for additional discussion related to the transaction. The Company operates as a performance marketing engine for companies across numerous industries, including consumer finance (mortgage), education (split between non-profit and for-profit), automotive (aftermarket auto warranty, auto insurance), insurance (health, homeowners), home services (home security), brand performance (consumer products), gig, health and wellness, and career (job pursuit). Through its agency business, DMS provides access and control over the advertising spend of clients, and also offers marketing automation software as a service (SaaS) to clients. The Company has organized its operations into three reportable segments. The Brand Direct reportable segment consists of services delivered against an advertiser’s brand, while the Marketplace reportable segment is made up of services delivered directly against the DMS brand. In the Other reportable segment, services offered by DMS include software services, and digital media services that are managed on behalf of the customer (i.e., Managed services). Restatement of Previously Issued Financial Statements On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). Specifically, the SEC Statement focused in part on provisions in warrant agreements that provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the Company’s Warrants issued in connection with the Business Combination Agreement, dated April 23, 2020, as amended on July 2, 2020 (the “Business Combination”) and recorded in equity in the Company’s consolidated balance sheet as a result of the Business Combination occurring on July 15, 2020. Because the Company’s Private Placement Warrants contain provisions whereby the settlement amount varies depending upon the characteristics of the warrant holder, the Private Placement Warrants should have been recorded at fair value as a liability in the Company’s consolidated balance sheet. There was no change to the Company’s Public Warrants as a result of the SEC Statement and the Company’s reevaluation, and therefore the Public Warrants continue to be classified in equity. Accordingly, due to this restatement, the Private Placement Warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020, as well as of the date of the Business Combination, and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of earnings (loss) and comprehensive income (loss). The restatement of the financial statements has no effect on the Company’s liquidity, cash or cash flows from operating activities. The Warrants continue to be deemed equity instruments for income tax purposes and, accordingly, there is no tax accounting relating to changes in the fair value of the Private Placement Warrants recognized for book purposes. As a result of classifying the Private Placement Warrants as liabilities, a portion of our transaction issuance costs that were previously included in equity were allocated to the Private Placement Warrants and recorded as general and administrative expenses. When presenting diluted earnings (loss) per share in this Quarterly Report, the shares issuable under the Private Placement Warrants were considered for inclusion in the diluted share count in accordance with U.S. generally accepted accounting principles (“GAAP”). Since the shares issuable under the Private Placement Warrants are issuable shares when exercised by the holders, they are included when computing diluted earnings (loss) per share to the extent such exercise is dilutive to EPS. Upon exercise, these shares will be included in Class A common stock in the Company’s basic EPS share count from the date of issuance. Also, upon exercise, the liability would be extinguished and the fair value at the time of the exercise of the shares issued in settlement will be recorded as an increase in equity. The Company’s policy is to recognize Private Placement Warrants as a liability and to recognize the fair value adjustments through mark-to market analysis into earnings for every period the balance sheets and the statement of operations is presented. Basis of Presentation These consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC. Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 55.5% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination) retained approximately 44.5% of the membership interest in DMSH (“non-controlling interests”). The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of net assets acquired in business combinations, loss contingencies, asset impairments, deferred taxes and amounts associated with the Tax Receivable Agreement related to the Business Combination. Revenue recognition The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in Accounting Standards Update (“ASC”) 606, Revenue from Contracts with Customers: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients are subjected to a credit review process that evaluates the client’s financial position and the ability and intention to pay. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers and strategic partners that we engage with to generate targeted marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. Other than certain of its managed services arrangements, the Company is the principal in the transaction. For the transactions where the Company is the principal, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. Customer acquisition The Company’s performance obligation for Customer acquisition contracts is to deliver an unspecified number of potential customers or leads (i.e., number of clicks, emails, calls and applications) to the customer in real-time, on a daily basis as the leads are generated, based on predefined qualifying characteristics specified by our customer. The contracts generally have a one-month term and the Company has an enforceable right to payment for all leads delivered to the customer. The Company’s customers simultaneously receive and consume the benefits provided, as the Company satisfies its performance obligations. The Company recognizes revenue as the performance obligations are satisfied over time. When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized and the corresponding amounts are recorded as unbilled revenue (i.e., contract assets) within Accounts receivable, net on the consolidated balance sheets. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. Managed services The Company’s performance obligation for Managed service contracts is to provide continuous service of managing the customer’s media spend for the purpose of generating leads through a third-party supplier of leads, as requested by our customer. Each month of service is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligation is satisfied each month and there is no estimation of revenue required at each reporting period for managed services contracts. The Company enters into agreements with Internet search companies, third-party publishers and/or strategic partners to generate customer acquisition services for their Managed service customers. The Company receives a fee from its customers and separately pays a fee to the Internet search companies, third-party publishers and/or strategic partners. The third-party supplier is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer. Therefore, in certain cases, the Company acts as the agent and the net fees earned by the Company are recorded as revenue, with no associated costs of revenue attributable to the Company. Software services The Company’s performance obligation for Software services contracts is to provide the customer with continuous, daily access to the Company’s proprietary software. Service provided each month is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligations are satisfied each month and there is no estimation of revenue required at each reporting period for Software services contracts. Cost of revenue Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition. These media costs are used primarily to drive user traffic to the Company’s and its clients’ media properties. Cost of revenue additionally consists of indirect costs such as data verification, hosting and fulfillment costs. Cost of revenue is presented exclusive of depreciation and amortization expenses, as well as salaries and related costs. Cash and cash equivalents The Company considers highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of the purchase to be cash equivalents. The Company’s cash is primarily held as cash deposits with no cash restrictions at retail and commercial banks. Accounts receivable, net Accounts receivables are recorded net of the allowance for doubtful accounts. Management determines the allowance for doubtful accounts based on factors including past write-offs and delinquency trends and current credit conditions. Accounts are written off when management determines that collection is unlikely. As of March 31, 2021 and 2020, the allowance for doubtful accounts was $3.5 million and $3.1 million, respectively, and bad debts expense was $0.4 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively. Property and equipment, net Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment consist of computer and office equipment, furniture and fixtures and leasehold improvements, which are depreciated on a straight-line basis over the estimated useful lives of the assets. Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment, for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. If such events or circumstances are present, a loss is recognized to the extent the carrying value of the asset is in excess of estimated fair value. Software development costs Costs for software developed for internal use are capitalized as Property and equipment on the Consolidated Balance Sheets during the preliminary stage and post-implementation stages and any initial research and development and maintenance costs are expensed as incurred. Costs incurred in the application development stage are capitalized when the internal use software is placed in service, and amortized over the estimated economic life of the software from the date of implementation. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including estimated economic life. Capitalized software development costs are amortized on a straight line basis over 3 years, an estimated useful life. Goodwill and other intangible assets As of the acquisition date, the Company measures and recognizes goodwill as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any non-controlling interest in the acquiree (if any), and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of net assets acquired and liabilities assumed. Goodwill acquired in Business Combinations is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date. On an annual basis, the Company performs a qualitative assessment of goodwill to determine whether it is necessary to perform a quantitative impairment test or more frequently upon the occurrence of certain triggering events or substantive changes in circumstances. The Company is only required to perform the annual quantitative goodwill impairment test if it is concluded that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Finite-lived intangible assets primarily consist of software with related technology, customer relationships, non-competition agreements and brand. These assets are initially capitalized based on fair value, acquisition cost, and fair value, if acquired as part of a business combination. The related costs are subsequently amortized on a straight-line basis over the estimated useful lives of the assets. The Company tests intangible assets with finite useful lives for impairment when a triggering event occurs, or circumstances change indicating that the fair value of the entity may be below its carrying amount. If no triggering event occurs, further impairment testing is not necessary. Contingencies The Company is subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. An estimated liability is recorded for those proceedings and claims when the loss from such proceedings and claims becomes probable and reasonably estimable. Outstanding claims are reviewed with internal and external counsel to assess the probability and the estimates of loss, including the possible range of an estimated loss. The risk of loss is reassessed each period and as new information becomes available and liabilities are adjusted as appropriate. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position but could possibly be material to the consolidated results of operations or cash flows for any one period. Business combinations Under the acquisition method of accounting, the Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. As a result, actual results may differ from these estimates. During the measurement period, the Company may record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings. At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company also measures the fair values of all non-contractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or a liability. Acquisition related costs not considered part of the consideration are expensed as incurred. Contingent consideration The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. If the contingent consideration is payable in cash, the Company classifies its contingent consideration as a liability. Contingent consideration payments related to acquisitions are measured at fair value at each reporting period using Level 3 unobservable inputs. The Company’s estimates of fair value are based upon projected cash flow, estimated volatility and other inputs but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in income from operations in the consolidated statements of operations. Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In most cases, the exit price and transaction (or entry) price will be the same at initial recognition. In this case, the fair value of financial instruments approximate fair value. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability. • Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities. • Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. • Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Warrants The Private Placement Warrants meet the definition of a derivative under ASC 815. The Private Placement Warrants are recorded as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of earnings (loss) and consolidated statements of comprehensive income (loss) at each reporting date. The Private Placement Warrants are valued using a Black-Scholes-Merton option pricing model using a combination of the historical share price volatility of the Company’s and other similar companies’ share prices and the implied volatility of the public warrants, market price and exercise price and the remaining life of the Private Placement Warrants. Advertising costs All advertising, promotional and marketing costs are expensed when incurred. Advertising, promotional and marketing costs for the three months ended March 31, 2021 and 2020 were $0.2 million and $0.5 million, respectively. Stock-based compensation Stock-based compensation is measured using the grant-date fair value of the award of equity instruments, including stock options and restricted stock units (“RSUs”). The expense is recognized over the requisite service period and forfeitures are recognized as incurred. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility in the fair market value of the Company’s common stock, a risk-free interest rate and expected dividends. The Company uses the simplified calculation of expected life as the contractual term for options of 10 years is longer than the Company has been publicly traded. The Company does not have enough historical perspective to estimate its volatility of its publicly traded shares or units. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. DMSH, the Company’s accounting predecessor, is a limited liability company treated as a partnership for U.S. federal income tax purposes and is not subject to entity-level U.S. federal income tax, except with respect to UE, which was acquired in November 2019. Because UE is treated as a corporation for U.S. federal income tax purposes, it is subject to entity-level U.S. federal income tax. As a result of the Business Combination, Blocker’s allocable share of earnings from DMSH are also subject to U.S. federal and state and local income taxes. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreemen | NOTE 1. BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) Business Digital Media Solutions, Inc. (“DMS Inc.”) is a digital performance marketing company offering a diversified lead and software delivery platform that drives high value and high intent leads to its customers. As used in this Annual Report, the “Company” refers to DMS Inc. and its consolidated subsidiaries, (including its wholly-owned subsidiary, CEP V DMS US Blocker Company, a Delaware corporation (“Blocker”)). The Company is headquartered in Clearwater, Florida, with satellite offices throughout the United States and Canada. The Company primarily operates and derives most of its revenues in the United States. Leo Holdings Corp. (“Leo”) a special purpose acquisition company, was incorporated on November 29, 2017 as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses. On July 15, 2020, Leo consummated a transaction structured similar to a reverse recapitalization (the “Business Combination”) and domesticated as a corporation incorporated in the state of Delaware. At the closing of the Business Combination (the “Closing”), Leo acquired the equity in Blocker and a portion of the equity of Digital Media Solutions Holding, LLC (“DMSH”) Blocker became the sole managing member of DMSH, and Leo was renamed Digital Media Solutions, Inc. The Business Combination was structured as a reverse recapitalization. The historical operations of DMSH are deemed to be those of the Company. Thus, the financial statements included in this Annual Report reflect (i) the historical operating results of DMSH prior to the Business Combination; (ii) the combined results of the Company following the Business Combination; (iii) the assets and liabilities of Leo at historical cost; and (iv) the Company’s equity and earnings (loss) per share for all periods presented. Refer to Note 2. Business Combination for additional discussion related to the transaction. The Company operates as a performance marketing engine for companies across numerous industries, including consumer finance (mortgage), education (split between non-profit and for-profit), automotive (aftermarket auto warranty, auto insurance), insurance (health, homeowners), home services (home security), brand performance (consumer products), gig, health and wellness, and career (job pursuit). Through its agency business, DMS provides access and control over the advertising spend of clients, and also offers marketing automation software as a service (SaaS) to clients. The Company has organized its operations into three reportable segments. The Brand Direct reportable segment consists of services delivered against an advertiser’s brand, while the Marketplace reportable segment is made up of services delivered directly against the DMS brand. In the Other reportable segment, services offered by DMS include software services, and digital media services that are managed on behalf of the customer (i.e., Managed services). Restatement of Previously Issued Financial Statements On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). Specifically, the SEC Staff Statement focused in part on provisions in warrant agreements that provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. As a result of the SEC Staff Statement, the Company reevaluated the accounting treatment of the Company’s Warrants issued in connection with the Business Combination Agreement, dated April 23, 2020, as amended on July 2, 2020 (the “Business Combination”) and recorded in equity in the Company’s consolidated balance sheet as a result of the Business Combination occurring on July 15, 2020. Because the Company’s Private Placement Warrants contain provisions whereby the settlement amount varies depending upon the characteristics of the warrant holder, the Private Placement Warrants should have been recorded at fair value as a liability in the Company’s consolidated balance sheet. There was no change to the Company’s Public Warrants as a result of the SEC Staff Statement and the Company’s reevaluation, and therefore the Public Warrants continue to be classified in equity. Accordingly, due to this restatement, the Private Placement Warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020, as well as of the date of the Business Combination, and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of earnings (loss) and comprehensive income (loss). The Warrants continue to be deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting relating to changes in the fair value of the Private Placement Warrants recognized for book purposes. As a result of classifying the Private Placement Warrants as liabilities, a portion of our transaction issuance costs that were previously included in equity were allocated to the Private Placement Warrants and recorded as general and administrative expenses. The impact of this correction for the financial statement line items impacted as of and for the year ended December 31, 2020, is as follows (in millions, except per share data): Twelve Months Ended December 31, 2020 As Reported Restatement Impact As Restated Consolidated Statements of Earnings (Loss): General and administrative expenses $ 29,620 $ 400 $ 30,020 Income (loss) from operations $ 12,351 $ 400 $ 11,951 Change in fair value of warrant liabilities $ — $ 8,840 $ 8,840 Income (loss) before income taxes $ (1,389) $ (9,240) $ (10,629) Net income (loss) $ (4,474) $ (9,240) $ (13,714) Net income (loss) attributable to non-controlling interest $ (2,222) $ (2,796) $ (5,018) Net income (loss) attributable to Digital Media Solutions, Inc. $ (2,252) $ (6,444) $ (8,696) Earnings (loss) per share: Basic and diluted $ (0.07) $ (0.16) $ (0.23) Weighted-average shares outstanding - basic and diluted 32,335 32,335 32,335 December 31, 2020 As Reported Restatement Impact As Restated Consolidated Balance Sheets: Private Placement Warrant liabilities $ — $ 22,080 $ 22,080 Total liabilities $ 276,025 $ 22,080 $ 298,105 Additional paid-in-capital $ (40,901) $ (7,126) $ (48,027) Retained earnings $ 1,953 $ (5,099) $ (3,146) Total stockholders' deficit $ (38,942) $ (12,225) $ (51,167) Non-controlling interest $ (34,663) $ (9,855) $ (44,518) Total deficit $ (73,605) $ (22,080) $ (95,685) This error had no impact on the statement of cash flows for the year ended December 31, 2020, other than to reflect an adjustment to net income (loss) and a corresponding adjustment for the (gain) loss on the change in fair value of Private Placement Warrants and transaction related costs of $400 thousand associated with the issuance of the Private Placement Warrants within operating cash flows, resulting in no net impact to cash flows from operations. Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the SEC. Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 55.5% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination) retained approximately 44.5% of the membership interest in DMSH (“non-controlling interests”). The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of net assets acquired in business combinations, loss contingencies, asset impairments, deferred taxes and amounts associated with the Tax Receivable Agreement related to the Business Combination. Revenue recognition The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606, Revenue from Contracts with Customers: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients are subjected to a credit review process that evaluates the clients’ financial position and the ability and intention to pay. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers and strategic partners that we engage with to generate targeted marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. Other than certain of its managed services arrangements, the Company is the principal in the transaction. For the transactions where the Company is the principal, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. Customer acquisition The Company’s performance obligation for Customer acquisition contracts is to deliver an unspecified number of potential customers or leads (i.e., number of clicks, emails, calls and applications) to the customer in real-time, on a daily basis as the leads are generated, based on predefined qualifying characteristics specified by our customer. The contracts generally have a one-month term and the Company has an enforceable right to payment for all leads delivered to the customer. The Company’s customers simultaneously receive and consume the benefits provided, as the Company satisfies its performance obligations. The Company recognizes revenue as the performance obligations are satisfied over time. When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized and the corresponding amounts are recorded as unbilled revenue (i.e., contract assets) within Accounts receivable, net on the consolidated balance sheets. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. Managed services The Company’s performance obligation for Managed service contracts is to provide continuous service of managing the customer’s media spend for the purpose of generating leads through a third-party supplier of leads, as requested by our customer. Each month of service is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligation is satisfied each month and there is no estimation of revenue required at each reporting period for managed services contracts. The Company enters into agreements with internet search companies, third-party publishers and/or strategic partners to generate customer acquisition services for their Managed service customers. The Company receives a fee from its customers and separately pays a fee to the internet search companies, third-party publishers and/or strategic partners. The third-party supplier is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer. Therefore, in certain cases, the Company acts as the agent and the net fees earned by the Company are recorded as revenue, with no associated costs of revenue attributable to the Company. Software services The Company’s performance obligation for Software services contracts is to provide the customer with continuous, daily access to the Company’s proprietary software. Service provided each month is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligations are satisfied each month and there is no estimation of revenue required at each reporting period for Software services contracts. Cost of revenue Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition. These media costs are used primarily to drive user traffic to the Company’s and its clients’ media properties. Cost of revenue additionally consists of indirect costs such as data verification, hosting and fulfillment costs. Cost of revenue is presented exclusive of depreciation and amortization expenses, as well as salaries and related costs. Cash and cash equivalents The Company considers highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of the purchase to be cash equivalents. The Company’s cash is primarily held as cash deposits with no cash restrictions at retail and commercial banks. Accounts receivable, net Accounts receivables are recorded net of the allowance for doubtful accounts. Management determines the allowance for doubtful accounts based on factors including past write-offs and delinquency trends and current credit conditions. Accounts are written off when management determines that collection is unlikely. As of December 31, 2020 and 2019, the allowance for doubtful accounts was $3.1 million and $0.9 million, respectively, and bad debts expense was $3.0 million and $1.6 million for the years ended December 31, 2020 and 2019, respectively. Property and equipment, net Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment consist of computer and office equipment, furniture and fixtures and leasehold improvements, which are depreciated on a straight-line basis over the estimated useful lives of the assets. Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment, for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. If such events or circumstances are present, a loss is recognized to the extent the carrying value of the asset is in excess of estimated fair value. Software development costs Costs for software developed for internal use are capitalized as intangible assets on the Consolidated Balance Sheets during the preliminary stage and post-implementation stages and any initial research and development and maintenance costs are expensed as incurred. Costs incurred in the application development stage are capitalized when the internal use software is placed in service, and amortized over the estimated economic life of the software from the date of implementation. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including estimated economic life. Capitalized software development costs are amortized on a straight line basis over 3 years, an estimated useful life. Goodwill and other intangible assets As of the acquisition date, the Company measures and recognizes goodwill as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any non-controlling interest in the acquiree (if any), and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of net assets acquired and liabilities assumed. Goodwill acquired in Business Combinations is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date. On an annual basis, the Company performs a qualitative assessment of goodwill to determine whether it is necessary to perform a quantitative impairment test or more frequently upon the occurrence of certain triggering events or substantive changes in circumstances. The Company is only required to perform the annual quantitative goodwill impairment test if it is concluded that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Finite-lived intangible assets primarily consist of software with related technology, customer relationships, non-competition agreements and brand. These assets are initially capitalized based on fair value, acquisition cost, and fair value, if acquired as part of a business combination. The related costs are subsequently amortized on a straight-line basis over the estimated useful lives of the assets. The Company tests intangible assets with finite useful lives for impairment when a triggering event occurs, or circumstances change indicating that the fair value of the entity may be below its carrying amount. If no triggering event occurs, further impairment testing is not necessary. Contingencies The Company is subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. An estimated liability is recorded for those proceedings and claims when the loss from such proceedings and claims becomes probable and reasonably estimable. Outstanding claims are reviewed with internal and external counsel to assess the probability and the estimates of loss, including the possible range of an estimated loss. The risk of loss is reassessed each period and as new information becomes available and liabilities are adjusted as appropriate. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position but could possibly be material to the consolidated results of operations or cash flows for any one period. Business combinations Under the acquisition method of accounting, the Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. As a result, actual results may differ from these estimates. During the measurement period, the Company may record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings. At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company also measures the fair values of all non-contractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or a liability. Acquisition related costs not considered part of the consideration are expensed as incurred. Contingent consideration The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. If the contingent consideration is payable in cash, the Company classifies its contingent consideration as a liability. Contingent consideration payments related to acquisitions are measured at fair value at each reporting period using Level 3 unobservable inputs. The Company’s estimates of fair value are based upon projected cash flow, estimated volatility and other inputs but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in income from operations in the consolidated statements of operations. Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In most cases, the exit price and transaction (or entry) price will be the same at initial recognition. In this case, the fair value of financial instruments approximate fair value. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability. • Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities. • Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. • Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Private Placement Warrants Liabilities The Company Private Placement Warrants are not redeemable by the Company so long as they are held by Sponsor or its permitted transferees. Sponsor, or its permitted transferees, has the option to exercise the Company Private Placement Warrants on a cashless basis. Except for the forgoing, the Company Private Placement Warrants have terms and provisions that are identical to those of the Company Public Warrants. If the Company Private Placement Warrants are held by holders other than Sponsor or its permitted transferees, the Company Private Placement Warrants will be redeemable by Company and exercisable by the holders on the same basis as the Company Public Warrants. See Note 10. Equity for description of the Public Warrants’ terms. The Private Placement Warrants meet the definition of a derivative under ASC 815. The Private Placement Warrants are recorded as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of earnings (loss) at each reporting date. The Company estimates the Private Placement Warrants fair value using a Black-Scholes-Merton option pricing model using a combination of the historical share price volatility of the Company’s and other similar companies’ share prices and the implied volatility of the public warrants, market price and exercise price and the remaining life of the Private Placement Warrants. Advertising costs All advertising, promotional and marketing costs are expensed when incurred. Advertising, promotional and marketing costs for the years ended December 31, 2020 and 2019 were $1.2 million and $1.6 million, respectively. Stock-based compensation Stock-based compensation is measured using the grant-date fair value of the award of equity instruments, including stock options and restricted stock units (“RSUs”). The expense is recognized over the requisite service period and forfeitures are recognized as incurred. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility in the fair market value of the Company’s common stock, a risk-free interest rate and expected dividends. The Company uses the simplified calculation of expected life as the contractual term for options of 10 years is longer than the Company has been publicly traded. The Company does not have enough historical perspective to estimate its volatility of its publicly traded shares or units. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax ret |
BUSINESS COMBINATION (Q1)
BUSINESS COMBINATION (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
BUSINESS COMBINATION | NOTE 2. BUSINESS COMBINATION On July 15, 2020, DMSH consummated the Business Combination with Leo pursuant to the Business Combination Agreement (the “Business Combination Agreement”), by and among Leo, DMSH, Blocker, Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”). In connection with the consummation of the Business Combination, the following occurred: • Leo was domesticated and continues as a Delaware corporation, changing its name to “Digital Media Solutions, Inc.” • The Company was organized into an umbrella partnership-C corporation (or “Up-C”) structure, in which substantially all of the assets and business of the Company are held by DMSH and continue to operate through the subsidiaries of DMSH, and the Company’s sole material assets are the equity interests of DMSH indirectly held by it. • DMS Inc. consummated the PIPE investment with certain qualified institutional buyers and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors collectively subscribed for 10,424,282 shares of Class A Common Stock for an aggregate purchase price of $100.0 million. • DMS Inc. purchased all of the issued and outstanding common stock of Blocker and a portion of the units of DMSH held by Prism and Clairvest Direct Seller. Those DMSH membership interests were then immediately contributed to the capital of Blocker in exchange for aggregate consideration to the Sellers of $57.3 million in cash, 25,857,070 shares of Class B common stock, 2.0 million warrants to purchase Class A Common Stock, and 17,937,954 shares of Class C common stock. Refer to Note 10. Equity for a description of the Company’s common stock. • The Sellers amended and restated the limited liability company agreement of DMSH (the “Amended Partnership Agreement”), to, among other things: (i) recapitalize DMSH such that, as of immediately following the consummation of the Business Combination, Prism and Clairvest Direct Seller collectively own 25,857,070 of DMSH Units and Blocker owns 32,293,793 of DMSH Units; and (ii) provide Clairvest Direct Seller and Prism the right to redeem their DMSH Units for cash or, at the Company’s option, the Company may acquire the DMSH Units in exchange for cash or shares of Class A Common Stock, subject to certain restrictions set forth therein. • DMS Inc. issued 2.0 million warrants in exchange for previously held warrants in Leo, and an additional approximate 10.0 million warrants were issued in exchange for the warrants offered and sold by Leo in its initial public offering. Refer to Note 10. Equity for a description of the Company’s warrants. • DMS Inc. obtained $30.0 million in cash for working capital needs and $10.0 million to pay down outstanding indebtedness under the Monroe Capital Management Advisors Credit Agreement (as administrative agent and lender) (the “Monroe Facility”) . • The Sellers exercised their right to convert the shares of Class C Common Stock into shares of Class A Common Stock, on a one-for-one basis, in accordance with the new Certificate of Incorporation (the “Conversion”). • Prism and Clairvest Direct Seller continue to retain a significant continuing equity interest in the Company, representing 44% of the economic interests in DMSH and 44% of the voting interest in DMS Inc. (“non-controlling interest”). • On October 22, 2020, as required by the post-closing working capital adjustment provisions of the Business Combination Agreement, (i) the Company issued (a) 98,783 total additional shares of Class A Common Stock to the Blocker Sellers and (b) 142,394 total additional shares of Class B Common Stock to Prism and Clairvest Direct Seller. • In conjunction with the Business Combination, DMS Inc. and Blocker also entered into a Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of this agreement, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheets. At December 31, 2020, there were (i) 32,392,576 shares of Class A Common Stock outstanding, (ii) 25,999,464 shares of Class B Common Stock outstanding, (iii) no shares of Class C Common Stock outstanding and (iv) 13,999,998 warrants to purchase Class A Common Stock outstanding. In conjunction with the Business Combination, we incurred approximately $2.4 million of transaction expenses related to incentive bonuses and other acquisition related expenses, which were recorded at the time of the Business Combination. | NOTE 2. BUSINESS COMBINATION On July 15, 2020, DMSH consummated the business combination with Leo pursuant to the Business Combination Agreement (the “Business Combination Agreement”), by and among Leo, DMSH, Blocker, Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”). In connection with the consummation of the Business Combination, the following occurred: • Leo was domesticated and continues as a Delaware corporation, changing its name to “Digital Media Solutions, Inc.” • The Company was organized into an umbrella partnership-C corporation (or “Up-C”) structure, in which substantially all of the assets and business of the Company are held by DMSH and continue to operate through the subsidiaries of DMSH, and the Company’s sole material assets are the equity interests of DMSH indirectly held by it. • DMS Inc. consummated the PIPE investment with certain qualified institutional buyers and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors collectively subscribed for 10,424,282 shares of Class A Common Stock for an aggregate purchase price of $100.0 million. • DMS Inc. purchased all of the issued and outstanding common stock of Blocker and a portion of the units of DMSH held by Prism and Clairvest Direct Seller. Those DMSH membership interests were then immediately contributed to the capital of Blocker in exchange for aggregate consideration to the Sellers of $57.3 million in cash, 25,857,070 shares of Class B common stock, 2.0 million warrants to purchase Class A Common Stock, and 17,937,954 shares of Class C common stock. Refer to Note 10. Equity for a description of the Company’s common stock. • The Sellers amended and restated the limited liability company agreement of DMSH (the “Amended Partnership Agreement”), to, among other things: (i) recapitalize DMSH such that, as of immediately following the consummation of the Business Combination, Prism and Clairvest Direct Seller collectively own 25,857,070 of DMSH Units and Blocker owns 32,293,793 of DMSH Units; and (ii) provide Clairvest Direct Seller and Prism the right to redeem their DMSH Units for cash or, at the Company’s option, the Company may acquire the DMSH Units in exchange for cash or shares of Class A Common Stock, subject to certain restrictions set forth therein. • DMS Inc. issued 2.0 million Private Placement Warrants in exchange for previously held warrants in Leo, and an additional approximate 10.0 million Public Warrants were issued in exchange for the warrants offered and sold by Leo in its initial public offering. Refer to Note 10. Equity for a description of the Company’s warrants. • DMS Inc. obtained $30.0 million in cash for working capital needs and $10.0 million to pay down outstanding indebtedness under the Monroe Capital Management Advisors (as administrative agent and lender) (the “Monroe Facility”) . • The Sellers exercised their right to convert the shares of Class C Common Stock into shares of Class A Common Stock, on a one-for-one basis, in accordance with the new Certificate of Incorporation (the “Conversion”). • Prism and Clairvest Direct Seller continue to retain a significant continuing equity interest in the Company, representing 44% of the economic interests in DMSH and 44% of the voting interest in DMS Inc. (“non-controlling interest”). • On October 22, 2020, as required by the post-closing working capital adjustment provisions of the Business Combination Agreement, (i) the Company issued (a) 98,783 total additional shares of Class A Common Stock to the Blocker Sellers and (b) 142,394 total additional shares of Class B Common Stock to Prism and Clairvest Direct Seller. • In conjunction with the Business Combination, DMS Inc. and Blocker also entered into a Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of this agreement, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheets. As of December 31, 2020, the total amount of liability under the Tax Receivable Agreement was $16.3 million, of which $510 thousand is current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. At December 31, 2020, there were (i) 32,393 shares of Class A Common Stock outstanding, (ii) 25,999 shares of Class B Common Stock outstanding, (iii) no shares of Class C Common Stock outstanding and (iv) 13,999,998 warrants to purchase Class A Common Stock outstanding. In conjunction with the Business Combination, we incurred approximately $2.4 million of transaction expenses related to incentive bonuses and other acquisition related expenses, which were recorded as Acquisitions Costs in the consolidated statements of operations during the year ended December 31, 2020. |
REVENUE (Q1)
REVENUE (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUE | NOTE 3. REVENUE The Company derives revenue primarily through the delivery of various types of services, including: customer acquisition, managed services and software as a service (“SaaS”). The Company recognizes revenue when the promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company has elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized in the amount to which the Company has the right to invoice for services performed. The Company has organized its operations into three reportable segments: Brand Direct, Marketplace and Other. The Brand Direct reportable segment consists of services delivered against our customers’ brands, while the Marketplace reportable segment includes services delivered directly against the DMS brand. In the Other reportable segment, services offered by the Company include software services and digital media services that are managed on behalf of the customer. Corporate and other represents other business activities and includes eliminating entries. Management uses these segments to evaluate the performance of its businesses and to assess its financial results and forecasts. Disaggregation of Revenue The following tables presents the disaggregation of revenue by reportable segment and type of service (in thousands): Brand Marketplace Other Corporate Total Three Months Ended March 31, 2021 Net revenue: Customer acquisition $ 52,901 $ 49,101 $ — $ (10,652) $ 91,350 Managed services 3,278 158 510 — 3,946 Software services — — 1,507 — 1,507 Total Net revenue $ 56,179 $ 49,259 $ 2,017 $ (10,652) $ 96,803 Three Months Ended March 31, 2020 Net revenue: Customer acquisition $ 38,453 $ 34,178 $ — $ (3,610) $ 69,021 Managed services 2,448 — 450 — 2,898 Software services — — 809 — 809 Total Net revenue $ 40,901 $ 34,178 $ 1,259 $ (3,610) $ 72,728 Contract balances The Company’s contract liabilities result from payments received in advance of revenue recognition received from clients, which precede the Company’s satisfaction of the associated performance obligation. If a customer pays consideration before the Company’s performance obligations are satisfied, such amounts are classified as deferred revenue on the consolidated balance sheets. As of March 31, 2021 and December 31, 2020, the balance of deferred revenue was $1.1 million and $1.7 million, respectively, and recorded within Accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets. We expect the majority of the deferred revenue balance at March 31, 2021 to be recognized as revenue during the second quarter of 2021. When there is a delay between the completion of our performance obligations and when a customer is invoiced, revenue is recognized and recorded as unbilled revenue (i.e. contract assets) within Accounts receivable, net on the unaudited condensed consolidated balance sheets. As of March 31, 2021 and December 31, 2020, unbilled revenue included in accounts receivable was $2.5 million and $1.8 million, respectively. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. | NOTE 3. REVENUE The Company derives revenue primarily through the delivery of various types of services, including: customer acquisition, managed services and software as a service (“SaaS”). The Company recognizes revenue when the promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company has elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized in the amount to which the Company has the right to invoice for services performed. The Company has organized its operations into three reportable segments: Brand-Direct, Marketplace and Other. The Brand Direct reportable segment consists of services delivered against our customer’s brand, while the Marketplace reportable segment includes services delivered directly against the DMS brand. In the Other reportable segment, services offered by the Company include software services and digital media services that are managed on behalf of the customer. Corporate and other represents other business activities and include eliminating entries. Management uses these segments to evaluate the performance of its businesses and to assess its financial results and forecasts. Disaggregation of Revenue The following tables present the disaggregation of revenue by reportable segment and type of service (in thousands): Brand Marketplace Other Corporate Total Year ended December 31, 2020 Net revenue: Customer acquisition $ 179,681 $ 155,999 $ — $ (30,051) $ 305,630 Managed services 17,869 — 6,139 — 24,008 Software services — — 3,218 — 3,218 Total Net revenue $ 197,550 $ 155,999 $ 9,357 $ (30,051) $ 332,856 Year ended December 31, 2019 Net revenue: Customer acquisition $ 162,648 $ 73,398 $ — $ (15,437) $ 220,609 Managed services 12,090 — 2,533 — 14,623 Software services — — 3,064 — 3,064 Total Net revenue $ 174,738 $ 73,398 $ 5,597 $ (15,437) $ 238,296 Contract balances The Company’s contract liabilities result from payments received from clients in advance of revenue recognition as they precede the Company’s satisfaction of the associated performance obligation. If a customer pays consideration before the Company’s performance obligations are satisfied, such amounts are classified as deferred revenue on the consolidated balance sheets. As of December 31, 2020 and December 31, 2019, the balance of deferred revenue was $1.7 million and $1.2 million, respectively, and recorded within Accrued expenses and other current liabilities on the consolidated balance sheets. We expect the majority of the deferred revenue balance at December 31, 2020 to be recognized as revenue during the first quarter of 2021. When there is a delay between the completion of our performance obligations and when a customer is invoiced, revenue is recognized and recorded as unbilled revenue (i.e. contract assets) within Accounts receivable, net on the consolidated balance sheets. As of December 31, 2020 and December 31, 2019, unbilled revenue included in accounts receivable was $1.8 million and $0.8 million, respectively. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. |
REPORTABLE SEGMENTS (Q1)
REPORTABLE SEGMENTS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
REPORTABLE SEGMENTS | NOTE 4. REPORTABLE SEGMENTS The Company’s operating segments are determined based on the financial information reviewed by its chief operating decision maker (“CODM”), and the basis upon which management makes resource allocation decisions and assesses the performance of the Company’s segments. The Company evaluates the operating performance of its segments based on financial measures such as net revenue, cost of revenue, and gross profit. Given the nature of the digital marketing solutions business, the amount of assets does not provide meaningful insight into the operating performance of the Company. As a result, the amount of the Company’s assets is not subject to segment allocation and total assets is not included within the disclosure of the Company’s segment financial information. The following tables are a reconciliation of the operations of our segments to income from operations (in thousands): Three Months Ended March 31, 2021 Brand Marketplace Other Corporate Total Net revenue $ 56,179 $ 49,259 $ 2,017 $ (10,652) $ 96,803 Cost of revenue 41,061 36,599 416 (8,894) 69,182 Gross profit $ 15,118 $ 12,660 $ 1,601 $ (1,758) $ 27,621 Salaries and related costs 10,269 General and administrative expenses 6,962 Acquisition costs 1,494 Depreciation and amortization 5,419 Income from operations $ 3,477 Three Months Ended March 31, 2020 Brand Marketplace Other Corporate Total Net revenue $ 40,901 $ 34,178 $ 1,259 $ (3,610) $ 72,728 Cost of revenue 30,888 22,899 31 (3,659) 50,159 Gross profit $ 10,013 $ 11,279 $ 1,228 $ 49 $ 22,569 Salaries and related costs 8,331 General and administrative expenses 5,297 Acquisition costs 27 Depreciation and amortization 4,315 Loss from operations $ 4,599 | NOTE 4. REPORTABLE SEGMENTS (AS RESTATED) 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 were not included within the disclosure of the Company’s segment financial information. The following tables are a reconciliation of the operations of our segments to income from operations (in thousands): Year ended December 31, 2020 Brand Marketplace Other Corporate As Restated Total Net revenue $ 197,550 $ 155,999 $ 9,357 $ (30,051) $ 332,856 Cost of revenue 151,526 109,921 3,335 (30,051) 234,731 Gross profit $ 46,024 $ 46,078 $ 6,022 $ — $ 98,125 Salaries and related costs 33,386 General and administrative expenses 30,020 Acquisition costs 4,814 Depreciation and amortization 17,954 Income from operations $ 11,951 Year ended December 31, 2019 Brand Marketplace Other Corporate Total Net revenue $ 174,738 $ 73,398 $ 5,597 $ (15,437) $ 238,296 Cost of revenue 130,429 46,613 113 (15,580) 161,575 Gross profit $ 44,309 $ 26,785 $ 5,484 $ 143 $ 76,721 Salaries and related costs 27,978 General and administrative expenses 19,927 Acquisition costs 19,234 Depreciation and amortization 9,745 Loss from operations $ (163) |
PROPERTY AND EQUIPMENT (Q1)
PROPERTY AND EQUIPMENT (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 5. PROPERTY AND EQUIPMENT The following table presents major classifications of property and equipment and the related useful lives (in thousands, except useful lives): Useful Lives March 31, 2021 December 31, 2020 Computers and office equipment 3 $ 2,010 $ 1,684 Furniture and fixtures 5 $ 905 $ 305 Leasehold improvements 7 $ 692 $ 320 Software development costs 3 $ 20,774 $ 18,913 Total $ 24,381 $ 21,222 Less: Accumulated depreciation and amortization $ (7,853) $ (6,206) Property and equipment, net $ 16,528 $ 15,016 Depreciation and amortization expense for property and equipment for the period ended March 31, 2021 and 2020 was $0.1 million and $0.1 million, respectively, included in our consolidated statements of operations. As of March 31, 2021 and December 31, 2020, the unamortized balance of capitalized software development costs was $14.7 million and $14.0 million, respectively. Amortization of capitalized software development costs for the quarters ended March 31, 2021 and 2020 was $1.0 million and $0.7 million, respectively, included in depreciation and amortization of our consolidated statements of operations. | NOTE 5. PROPERTY AND EQUIPMENT The following table presents major classifications of property and equipment and the related useful lives (in thousands, except useful lives): December 31, Useful Lives 2020 2019 Computers and office equipment 3 years $ 1,684 $ 1,750 Furniture and fixtures 5 years 305 901 Leasehold improvements 7 years 320 503 Software development costs 3 years 18,913 8,798 Total 21,222 11,952 Less: Accumulated depreciation and amortization (6,206) (3,224) Property and equipment, net $ 15,016 $ 8,728 Depreciation and amortization expense for property and equipment for the years ended December 31, 2020 and 2019 was $3.7 million and $1.3 million, respectively, included in our consolidated statements of operations. As of December 31, 2020 and 2019, the unamortized balance of capitalized software development costs was $14.0 million and $7.1 million, respectively. Amortization of capitalized software development costs for the years ended December 31, 2020 and 2019 was $3.0 million and $1.2 million, respectively, included in depreciation and amortization of our consolidated statements of operations. |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL AND INTANGIBLE ASSETS | NOTE 6. GOODWILL AND INTANGIBLE ASSETS Goodwill Changes in the carrying value of goodwill, by reporting segment, were as follows (in thousands): Brand Marketplace Other Total Balance, December 31, 2020 $ 8,616 $ 32,660 $ 3,628 $ 44,904 Additions (Note 8) 4,853 — — 4,853 Balance, March 31, 2021 $ 13,469 $ 32,660 $ 3,628 $ 49,757 The carrying amount of goodwill for all reporting units had no accumulated impairments as of March 31, 2021 and December 31, 2020 Intangible assets, net Finite-lived intangible assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Amortization Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Technology 3 to 5 $ 58,508 $ (22,795) $ 35,713 $ 48,008 $ (21,454) $ 26,554 Customer relationships 1 to 12 28,092 (7,621) 20,471 21,794 (6,749) 15,045 Brand 1 to 5 4,521 (1,174) 3,347 4,295 (961) 3,334 Non-competition agreements 3 2,222 (724) 1,498 2,105 (591) 1,514 Total $ 93,343 $ (32,314) $ 61,029 $ 76,202 $ (29,755) $ 46,447 Amortization expense for finite-lived intangible assets is recorded on a straight-line basis in the pattern in which the assets’ economic benefits are consumed over their estimated useful lives. Amortization expense related to finite-lived intangible assets was $4.1 million and $3.5 million for the three months ended March 31, 2021 and 2020, respectively. | NOTE 6. GOODWILL AND INTANGIBLE ASSETS Goodwill Changes in the carrying value of goodwill, by reportable segment, were as follows (in thousands): Brand Marketplace Other Total Balance, January 1, 2019 $ 8,616 $ 2,937 $ 550 $ 12,103 Additions (Note 8) — 29,723 — 29,723 Balance, December 31, 2019 8,616 32,660 550 41,826 Additions (Note 8) — — 3,078 3,078 Balance, December 31, 2020 $ 8,616 $ 32,660 $ 3,628 $ 44,904 The carrying amount of goodwill for all reporting units had no accumulated impairments as of December 31, 2020 and December 31, 2019. Intangible assets Finite-lived intangible assets consisted of the following (in thousands): December 31, 2020 December 31, 2019 Amortization Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Technology 3 to 5 $ 48,008 $ (21,454) $ 26,554 $ 47,946 $ (9,751) $ 38,195 Customer relationships 1 to 12 21,794 (6,749) 15,045 19,583 (3,078) 16,505 Brand 1 to 5 4,295 (961) 3,334 4,187 (2,556) 1,631 Non-competition agreements 3 2,105 (591) 1,514 1,815 (211) 1,604 Total $ 76,202 $ (29,755) $ 46,447 $ 73,531 $ (15,596) $ 57,935 Amortization expense for finite-lived intangible assets is recorded on a straight-line basis. Amortization expense related to finite-lived intangible assets was $14.2 million and $8.0 million for the years ended December 31, 2020 and 2019, respectively. Amortization expense relating to intangible assets subject to amortization for each of the next five years and thereafter is estimated to be as follows (in thousands): 2021 2022 2023 2024 2025 and Thereafter Amortization expense $ 13,058 $ 12,154 $ 9,134 $ 6,585 $ 5,474 Impairment analysis For the year ended December 31, 2020, there were no events or changes in circumstances to indicate that goodwill or intangible assets were impaired. |
DEBT (Q1)
DEBT (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
DEBT | NOTE 7. DEBT The following table presents the components of outstanding debt (in thousands): March 31, 2021 December 31, 2020 Term loan $ 189,546 $ 190,541 Revolving credit facility 4,000 4,000 Delayed draw term loan 8,194 8,236 Notes payable - insurance premium 247 1,074 Total debt 201,987 203,851 Unamortized debt issuance costs (2,060) (2,293) Debt, net 199,927 201,558 Current portion of long-term debt (7,141) (7,967) Long-term debt $ 192,786 $ 193,591 On July 3, 2018, DMSH entered into a Credit Agreement with Monroe Capital Management Advisors (as administrative agent and lender) (the “Monroe Facility”). The Monroe Facility matures in July 2023 and bears interest at a variable rate equal to the three-month LIBOR, or an alternate base rate, plus an agreed upon margin with the lender. The Monroe Facility also contains covenants that require the Company to meet certain financial ratios and places restrictions on the payment of dividends, sale of assets, borrowing level, mergers, and purchases of capital stock, assets, and investments. On January 7, 2020, the Monroe Facility was amended to increase the revolver commitment to $15.0 million with an additional payment of $1.5 million incremental issuance cost. On August 26, 2020, we amended the Monroe Facility to, among other things, (i) modify the covenant calculation of EBITDA to include certain transaction expenses incurred in connection with the Business Combination and (ii) exclude certain accounts from the SmarterChaos acquisition. As of March 31, 2021, we had approximately $212.7 million total outstanding capacity under our Monroe Facility, which had an effective interest rate of 5.2% ly. The Monroe Facility also contains covenants that require the Company to meet certain financial ratios and places restrictions on the payment of dividends, Cap threshold for holding excess cash, sale of assets, borrowing level, mergers, and purchases of capital stock, assets, and investments. As of March 31, 2021, the Company was in compliance with its debt covenants under its Credit Agreement with the Monroe Facility . The Company’s debt with the Monroe Facility is collateralized by subordinated rights to the landlord’s lien on personal property deposit and security accounts, and intellectual properties such as licensed trademarks and copyrights. Debt Maturity Schedule The scheduled maturities of our total debt are estimated as follows at March 31, 2021 (in thousands): (in thousands) 2021 7,141 2022 8,000 2023 186,846 2024 $ — 2025 and thereafter $ — $ 201,987 The Company holds a certain cash balance throughout the year depending on its cash flow requirements. When it exceeds a certain level of the Cap threshold, it will trigger additional cash payments under the Monroe Facility. If the Cap threshold is not met, at minimum the Company is expected to make $4.2 million principal payment under the Monroe Facility. The table above presents minimum payments plus additional fees paid attributable to holding excess cash on its balance sheets. As of March 31, 2021, the Company was in compliance with its debt covenants under its Credit Agreement under the Monroe Facility. | NOTE 7. DEBT The following table presents the components of outstanding debt (in thousands): December 31, 2020 December 31, 2019 Term loan $ 190,541 $ 194,810 Revolving credit facility 4,000 5,000 Delayed draw term loan 8,236 8,429 Notes payable- insurance premium 1,074 — Total debt 203,851 208,239 Unamortized debt issuance costs (2,293) (3,041) Debt, net 201,558 205,198 Current portion of long-term debt (7,967) (4,150) Long-term debt $ 193,591 $ 201,048 O n July 3, 2018, DMSH entered into a Credit Agreement with Monroe Capital Management Advisors (as administrative agent and lender) (the “Monroe Facility”), which included a $5.0 million revolving commitment, as well as a $100.0 million term loan commitment and a $15.0 million delayed draw term loan, for a total available capacity of $120.0 million. The Monroe Facility matures in July 2023 and bears interest at a variable rate equal to the three-month LIBOR, or an alternate base rate, plus an agreed upon margin with the lender. During the year ended December 31, 2019, the Monroe Facility’s capacity was amended to increase the term loan by $99.0 million for a total term commitment of $199.0 million, and this amendment also increased capacity on the revolver by an additional $2.5 million, for a total amended capacity of $221.5 million. The Company used the funds to finance a portion of the acquisition of UE, accelerate contingent consideration payments, and to add to general working capital. Refer to Note 8. Acquisitions for a more detailed discussion on the acquisition of UE. On January 7, 2020, the Monroe Facility was amended to increase the revolver commitment for a total amended capacity of $15.0 million with an additional payment of $1.5 million incremental issuance cost. On August 26, 2020, we amended the Monroe Facility to, among other things, (i) modify the covenant calculation of EBITDA to include certain transaction expenses incurred in connection with the Business Combination and (ii) exclude certain accounts from the SmarterChaos acquisition. As of December 31, 2020, and 2019 we had $229.0 million and $221.5 million total outstanding capacity under our Monroe Facility, which had an effective interest rate of 5.2% and 6.8% for the year ended December 31, 2020 and 2019, respectively. The effective interest rate during the year 2020, was in a variable rate range between 5.2% and 6.9%, equal to the three-month LIBOR, or an alternate base rate, plus an agreed upon margin with the lender. The Monroe Facility also contains covenants that require the Company to meet certain financial ratios and places restrictions on the payment of dividends, cap-threshold for holding excess cash, sale of assets, borrowing level, mergers, and purchases of capital stock, assets, and investments. As of December 31, 2020, the Company was in compliance with its debt covenants under its Credit Agreement with Monroe Facility . The Company’s debt with Monroe Facility is collateralized by subordinated rights to the landlord’s lien on personal property deposit and security accounts, and intellectual properties such as licensed trademarks and copyrights. Debt Maturity Schedule The scheduled maturities of our total debt are estimated as follows at December 31, 2020 (in thousands): (in thousands) 2021 $ 7,967 2022 8,000 2023 187,884 2024 — 2025 and thereafter — $ 203,851 The Company holds a certain cash balance throughout the year depending on its cash flow requirements. When it exceeds a certain level of the Cap threshold, it will trigger additional cash payments under the Monroe Facility. If the Cap threshold is not met, at minimum the Company is expected to make $4.2 million principal payment under the Monroe Facility. The table above presents minimum payments plus additional fees paid attributable to holding excess cash on its balance sheets. As of December 31, 2020, the Company was in compliance with its debt covenants under its Credit Agreement under the Monroe Facility. |
ACQUISITIONS (Q1)
ACQUISITIONS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
ACQUISITIONS | NOTE 8. ACQUISITIONS Aimtell, PushPros and Aramis The Company acquired on February 1, 2021, Aimtell, Inc. (“Aimtell”), PushPros, Inc. (“PushPros”) and Aramis Interactive (“Aramis”). Aimtel and PushPros are leading providers of technology-enabled digital performance advertising solutions connecting consumers and advertisers within home, auto, health and life insurance. Aramis is a network of owned-and-operated websites that leverages the Aimtell and PushPros technologies and relationships. The Company paid consideration of $25.3 million at the closing transaction, consisting of $5.0 million in cash and approximately 1.29 million shares of Class A Common Stock valued at $15.0 million, subject to a lock-up agreement, contingent consideration with an initial fair value of $4.9 million and working capital of $0.3 million. Total expected payouts for contingent consideration over the next three years is $15.0 million, subject to the acquired companies reaching certain milestones. The contingent consideration can be paid in cash or capital stock at the election of the Company. In conjunction with this acquisition, we incurred approximately $0.5 million of legal and other acquisition-related expenses, which were recorded as Acquisitions Costs in the unaudited condensed consolidated statements of operations during the three months ended March 31, 2021. The Company primarily used an Income Approach, specifically a Discounted Cash Flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired businesses have been included in the Company’s results of operations since the acquisition date of February 1, 2021. Under Accounting Standards Codification 805 (ASC 805), an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand and customer relationships of the acquired business. The fair value of the brand was determined by applying an Income Approach, specifically the Relief from Royalty Method. The fair value of the acquired customer relationships was determined by applying an Income Approach, specifically the Multi Period Excess Earnings Method. The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): February 1, 2021 Goodwill 4,853 Brand 226 Non-competition agreements 117 Technology 10,500 Customer relationships 7,920 Other assets acquired 5,100 Liabilities assumed (3,446) Net assets acquired $ 25,270 The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of Aimtel/Aramis/PushPros and is included in the Brand Direct reportable segment. Intangible assets primarily consist of technology, brand and customer relationships with an estimated useful life of seven years for technology, one five Smarterchaos and She is Media On July 16, 2020, the Company acquired SmarterChaos.com, LLC, a premier digital marketing and online performance management marketer, along with She Is Media, a female-centric performance ad network, (collectively, “SmarterChaos”) for cash and equity of DMSH totaling approximately $5.8 million, net of cash, which is subject to a working capital adjustment. This acquisition expanded media distribution, allowing the Company to further accelerate the digital marketing acquisition efforts of its advertiser clients and enable brands to acquire new customers by leveraging our customer acquisition platform and the relationships cultivated by SmarterChaos. DMSH issued the SmarterChaos sellers approximately 307 thousand DMSH Units, which are convertible to Class A Common Stock, with an aggregate total value of $3.0 million based on the DMS Inc. stock price on July 15, 2020. The SmarterChaos sellers also became parties to the Amended Partnership Agreement. In conjunction with this acquisition, we incurred approximately $0.4 million of legal and other acquisition-related expenses, which were recorded as Acquisitions Costs in the unaudited condensed consolidated statements of operations. The Company primarily used an Income Approach, specifically a Discounted Cash Flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired businesses have been included in the Company’s results of operations since the acquisition date of July 16, 2020. Under Accounting Standards Codification 805 (ASC 805), an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand and customer relationships of the acquired business. The fair value of the brand was determined by applying an Income Approach, specifically the Relief from Royalty Method. The fair value of the acquired customer relationships was determined by applying an Income Approach, specifically the Multi Period Excess Earnings Method. The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): July 16, 2020 Goodwill $ 3,078 Brand 277 Customer relationships 2,500 Accounts receivable 576 Other assets acquired 30 Liabilities assumed (662) Net assets acquired $ 5,799 The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of SmarterChaos and is included in the Other reportable segment. Intangible assets primarily consist of brand and customer relationships with an estimated useful life of three | NOTE 8. ACQUISITIONS SmarterChaos and She is Media On July 16, 2020, the Company acquired all of the outstanding shares of SmarterChaos.com, LLC, a premier digital marketing and online performance management marketer, along with She Is Media, a female-centric performance ad network, (collectively, “SmarterChaos”) for cash and equity of DMSH totaling approximately $5.8 million, which was subject to a working capital adjustment. This acquisition expanded media distribution, allowing the Company to further accelerate the digital marketing acquisition efforts of its advertiser clients and enable brands to acquire new customers by leveraging our customer acquisition platform and the relationships cultivated by SmarterChaos. DMSH issued the SmarterChaos sellers approximately 307 thousand DMSH Units, which are convertible to Class A Common Stock, with an aggregate total value of $3.0 million based on the DMS Inc. stock price on July 15, 2020. The SmarterChaos sellers also became parties to the Amended Partnership Agreement. In conjunction with this acquisition, we incurred approximately $0.4 million of legal and other acquisition-related expenses, which were recorded as Acquisitions Costs in the consolidated statements of operations during the year ended December 31, 2020. The Company primarily used an Income Approach, specifically a Discounted Cash Flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired businesses have been included in the Company’s results of operations since the acquisition date of July 16, 2020. An acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand and customer relationships of the acquired business. The fair value of the brand was determined by applying an Income Approach, specifically the Relief from Royalty Method (“RFR”). The fair value of the acquired customer relationships was determined by applying an Income Approach, specifically the Multi Period Excess Earnings Method. At December 31, 2020, the purchase accounting measurement period has not been finalized primarily due to the working capital adjustment, open tax contingencies and the valuation of DMSH units and intangibles. The following table presents the fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): July 16, 2020 Goodwill $ 3,078 Brand 277 Customer relationships (1) 2,500 Accounts receivable 576 Other assets acquired 30 Liabilities assumed (662) Net assets acquired $ 5,799 (1) On July 16, 2020, the Company acquired all of the outstanding shares of SmarterChaos.com, LLC, a premier digital marketing and online performance management marketer, along with She Is Media, a female-centric performance ad network, (collectively, “SmarterChaos”) for cash and equity of DMSH totaling approximately $5.8 million, which was subject to a working capital adjustment. The working capital adjustment related to total net assets acquired of $5.8 million, which included a $0.3 million reduction to customer relationships, offset by an increase to SmarterChaos goodwill. The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of SmarterChaos and is included with Software services in the Other reportable segment. Intangible assets primarily consist of brand and customer relationships with an estimated useful life of three Revenue and net loss for SmarterChaos of $4.3 million and $241 thousand, respectively, were included in the consolidated statements of operations during the year ended December 31, 2020. UE Authority, Co. On November 1, 2019, the Company acquired UE for cash of approximately $56.6 million, which includes closing purchase price adjustments. The acquisition of UE supports the Company’s strategy of broadening its reach in the insurance vertical. The Company primarily used an income method, or discounted cash flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired business have been included in the Company’s results of operations since the acquisition date of November 1, 2019. The fair value of the acquired technology and customer relationships was determined using the multi period excess earnings approach. The fair value of the acquired brand was determined using the Relief from Royalty method. The fair value of the non-competition agreement was determined using the income approach. The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): November 1, 2019 Goodwill $ 29,723 Technology 26,000 Brand 690 Non-competition agreements 1,520 Customer relationships 10,300 Other assets acquired 6,393 Liabilities assumed (9,045) Deferred tax liability (8,961) Net assets acquired $ 56,620 The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of UE and is included in the Marketplace reportable segment. Intangible assets primarily consist of customer relationships, technology, non-competition agreements and brand with an estimated useful life of nine years, five years, three years and one year, respectively. |
RESTRUCTURING COSTS (Q1)
RESTRUCTURING COSTS (Q1) | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING COSTS | NOTE 9. RESTRUCTURING COSTS Restructuring costs include expenses associated with the Company’s effort to continually improve operational efficiency and reposition its assets to remain competitive on a national basis. Termination of office lease and other related costs include lease and termination of fixed assets, employee training, relocation and facility costs. These costs are recorded in General and administrative expenses, net in the consolidated statements of earnings (loss). The Company leases certain office locations, including both long-term and short-term leases, with several leases offering renewal options. Rent expense for the three months ended March 31, 2021 and 2020 was $0.4 million and $0.6 million, respectively. Management analyzed our current leases due to the COVID-19 economic environment and maintain a reserve of approximately $3.0 million as a result of the cease use of certain leased properties (included in the future minimum lease payments above). As of March 31, 2021, $1.3 million is accrued for within Accrued expenses and other current liabilities and $1.7 million is accrued for within Other non-current liabilities, on the unaudited condensed consolidated balance sheets. At March 31, 2021, the future minimum lease payments for the Company were comprised of the following (in thousands): March 31, 2021 2021 $ 1,562 2022 1,963 2023 1,966 2024 1,537 2025 404 Thereafter — Total $ 7,432 During the quarter ended March 31, 2021, the Company recognized a valuation cost reduction to the lease liability of $351 thousand. Restructuring charges incurred under the program were $0.3 million in 2020, which primarily consisted of lease payments for existing charges net of lease income for properties that the Company was able to sublet to other third parties. The change in liability for the restructuring costs for the quarter ended March 31, 2021 follows: Restructuring Lease Liability; Beginning balance at December 31, 2020 $ 3,653 Valuation adjustments (351) Lease payments (383) Lease accretion 47 Ending balance at March 31, 2021 $ 2,966 During the year ended December 31, 2020, the Company entered into negotiations with landlords to terminate lease agreements, for twelve different properties for a total approximately 62,113 square feet of office space located in Canada and the United States. As of December 31, 2020, the Company concluded negotiations on three properties and agreed to make payments to the landlord totaling approximately $0.4 million in release of all future obligations under the leases. |
FAIR VALUE MEASUREMENTS (Q1)
FAIR VALUE MEASUREMENTS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 10. 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. Private Placement Warrants As a result of the SEC Statement, the Company reevaluated the accounting treatment of the Company’s Warrants issued in connection with the Business Combination. The Private Placement Warrants were restated and recorded at fair value as a liability in the Company’s consolidated balance sheet as at December 31, 2020. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes-Merton valuation model. As of March 31, 2021, the Company has approximately 4.0 million Private Placement Warrants outstanding. March 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Total liabilities $ — $ — $ 22,390 $ 22,390 Total $ — $ — $ 22,390 $ 22,390 The following table represents the change in the warrant liability (in thousands): Level 3 December 31, 2020 $ 22,080 Additions — Changes in fair value 315 Exercised (5) March 31, 2021 $ 22,390 Contingent consideration related to acquisitions The fair value of the contingent consideration for the Aimtell/PushPros/Aramis acquisition was determined using a Monte Carlo fair value analysis based on estimated performance and the probability of achieving certain targets. As certain inputs are not observable in the market, the contingent consideration is classified as a Level 3 instrument. Changes in fair value of contingent consideration are presented under Acquisition costs on the Income Statement. The following table presents assets and liabilities measured at fair value on a recurring basis (in thousands): March 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Contingent consideration payable $ — $ — $ 5,307 $ 5,307 Total $ — $ — $ 5,307 $ 5,307 The following table represents the change in the contingent consideration (in thousands): Level 3 December 31, 2020 $ — Additions 4,925 Changes in fair value 382 Settlements — March 31, 2021 $ 5,307 | NOTE 9. FAIR VALUE MEASUREMENTS (AS RESTATED) 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, which approximate fair value because of the short-term maturity of those instruments. Private Placement Warrants - The Fair Value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes-Merton option pricing model. The significant assumptions were as follows: December 31, 2020 Private Placement Warrants Fair Value Per Share $ 5.52 Private Placement Warrant valuation inputs: Stock price $ 12.04 Strike price $ 11.50 Remaining contractual term in years 4.54 Estimated volatility of Class A Common Stock 55.0 % Risk free interest rate 0.32 % As certain inputs are observable inputs other than quoted prices, the Private Placement Warrants was classified as a Level 3 instrument. As of December 31, 2020, the Company has approximately 4.0 million Private Placement Warrants outstanding. December 31, 2020 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Total liabilities $ — $ — $ 22,080 $ 22,080 Total $ — $ — $ 22,080 $ 22,080 Level 3 December 31, 2019 $ — Additions $ 13,240 Changes in fair value $ 8,840 December 31, 2020 $ 22,080 Contingent consideration related to acquisitions The fair value of the contingent consideration was 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. During the year ended December 31, 2020, we paid this contingent consideration of $1.0 million. There is no contingent consideration payable at December 31, 2020. The following table presents assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2019 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Contingent consideration payable $ — $ — $ 1,000 $ 1,000 Total $ — $ — $ 1,000 $ 1,000 The following table represents the change in the contingent consideration (in thousands): Level 3 December 31, 2018 $ 10,073 Additions — Changes in fair value 13,841 Settlements (22,914) December 31, 2019 $ 1,000 Additions — Changes in fair value — Settlements (1,000) December 31, 2020 $ — |
EQUITY (Q1)
EQUITY (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
EQUITY | NOTE 11. EQUITY Authorized Capitalization The total amount of the Company’s authorized capital stock consists of (a) 600,000,000 shares of common stock, par value $0.0001 per share, of DMS Inc., consisting of (i) 500,000,000 shares of Class A Common Stock, (ii) 60,000,000 shares of Class B Common Stock, (iii) 40,000,000 shares of Class C Common Stock, and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share, of DMS Inc. (“Company Preferred Stock”). As of March 31, 2021, there were 33,687 shares of Class A Common Stock outstanding and 25,999 shares of Class B Stock outstanding. Company Common Stock The following table sets forth the economic and voting interests of the Company’s common stockholders as of March 31, 2021: Class Total Shares (1) Economic Ownership Economic Ownership Voting Ownership Class A Common Stock 33,687 56.2 % 100.0 % 56.4 % Class B Common Stock 25,999 43.3 % — % 43.6 % (1) Represents the total number of outstanding shares for each class of DMS Inc. common stock as of March 31, 2021. (2) Represents (i) the Class A Common Stock holders’ indirect economic interest in DMSH through their ownership of Class A Common Stock and (ii) the Class B Common Stock holders’ direct economic interest in DMSH through their ownership of DMSH Units. The remaining economic ownership of 0.5% is held by the sellers in SmarterChaos acquisition. (3) Represents the aggregate economic interest in DMS Inc. through the stockholders' ownership of Class A Common Stock. (4) Represents the aggregate voting interest in DMS Inc. through the stockholders' ownership of Company common stock. Voting rights Each holder of Company Common Stock is entitled to one (1) vote for each share of Company Common Stock held of record by such holder. The holders of shares of Company Common Stock do not have cumulative voting rights. Except as otherwise required in the Company Certificate of Incorporation or by applicable law, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will vote together as a single class on all matters on which stockholders are generally entitled to vote (or, if any holders of Company Preferred Stock are entitled to vote together with the holders of Company Common Stock, as a single class with such holders of Company Preferred Stock). In addition to any other vote required in the Company Certificate of Incorporation or by applicable law, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will each be entitled to vote separately as a class only with respect to amendments to the Company Certificate of Incorporation that increase or decrease the par value of the shares of such class or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. Notwithstanding the foregoing, except as otherwise required by law, holders of Company Common Stock, as such, will not be entitled to vote on any amendment to the Company Certificate of Incorporation (including any Preferred Stock Designation (as defined in the Company Certificate of Incorporation) relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Company Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) or pursuant to the General Corporation Law of the State of Delaware (the “ DGCL”). Dividend rights Subject to any other provisions of the Company Certificate of Incorporation, as it may be amended from time to time, holders of shares of Class A Common Stock are entitled to receive ratably, in proportion to the number of shares of Class A Common Stock held by them, such dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Company’s board of directors (the “Board”) from time to time out of assets or funds of the Company legally available therefor. Except as provided in the Company Certificate of Incorporation, dividends and other distributions will not be declared or paid on the Class B Common Stock. Subject to any other provisions of the Company Certificate of Incorporation, as it may be amended from time to time, holders of shares of Class C Common Stock are entitled to receive ratably, in proportion to the number of shares held by them, the dividends and other distributions in cash, stock or property of the Company payable or to be made on outstanding shares of Class A Common Stock that would have been payable on the shares of Class C Common Stock if each such share of Class C Common Stock had been converted into a fraction of a share of Class A Common Stock equal to the Conversion Ratio (as defined in the Company Certificate of Incorporation) immediately prior to the record date for such dividend or distribution. The holders of shares of Class C Common Stock are entitled to receive, on a pari passu basis with the holders of the Class A Common Stock, such dividend or other distribution on the Class A Common Stock when, as and if declared by the Board from time to time out of assets or funds of the Company legally available therefor. At March 31, 2021, there were no shares of Class C Common Stock outstanding. Redemption Pursuant to the terms and subject to the conditions of the Amended Partnership Agreement, each holder (other than Blocker) of a DMSH Unit has the right (the “Redemption Right”) to redeem each such DMSH Unit for the applicable Cash Amount (as defined in the Amended Partnership Agreement), subject to the Company’s right, in its sole and absolute discretion, to elect to acquire some or all of such DMSH Units that such holder has tendered for redemption for a number of shares of Class A Common Stock, an amount of cash or a combination of both (the “Exchange Option”), in the case of each of the Redemption Right and the Exchange Option, on and subject to the terms and conditions set forth in the Company Certificate of Incorporation and in the Amended Partnership Agreement. Retirement of Class B Common Stock In the event that (i) any DMSH Unit is consolidated or otherwise cancelled or retired or (ii) any outstanding share of Class B Common Stock held by a holder of a corresponding DMSH Unit otherwise ceases to be held by such holder, in each case, whether as a result of exchange, reclassification, redemption or otherwise (including in connection with the Redemption Right and the Exchange Option as described above), then the corresponding share(s) of Class B Common Stock, if any, (which, for the avoidance of doubt, will be equal to such DMSH Unit divided by the Conversion Ratio prior to and until the Effective Time (as defined below) (in the case of (i)) or such share of Class B Common Stock (in the case of (ii)) will automatically and without further action on the part of the Company or any holder of Class B Common Stock be transferred to the Company for no consideration and thereupon will be retired and restored to the status of authorized but unissued shares of Class B Common Stock. Rights upon Liquidation In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company after payments to creditors of the Company that may at the time be outstanding, and subject to the rights of any holders of Preferred Stock that may then be outstanding, holders of shares of Class A Common Stock and Company C Common Stock will be entitled to receive ratably, in proportion to the number of shares held by them, all remaining assets and funds of the Company available for distribution; provided, however, that, for purposes of any such distribution, each share of Class C Common Stock will be entitled to receive the same distribution as would have been payable if such share of Class C Common Stock had been converted into a fraction of a share of Company A Common Stock equal to the Conversion Ratio immediately prior to the record date for such distribution. The holders of shares of Class B Common Stock, as such, will not be entitled to receive any assets of the Company in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Automatic Conversion of Class B Common Stock Immediately and automatically upon the earlier of (i) July 4, 2024 or (ii) the date on which there are no amounts owed to any lender pursuant to the Credit Facility, each share of Class B Common Stock will automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant to a reverse stock split, into a fraction of a share of Class B Common Stock equal to the Conversion Ratio (the “Effective Time”). Conversion of Class C Common Stock Each holder of Class C Common Stock has the right, at such holder’s option, at any time, to convert all or any portion of such holder’s shares of Class C Common Stock, and the Company will have the right, at the Company’s option, from and after the Effective Time, to convert all or any portion of the issued and outstanding shares of Class C Common Stock, in each case into shares of fully paid and non-assessable Class A Common Stock at the ratio of one (1) share of Class A Common Stock for the number of shares of Class C Common Stock equal to the Issuance Multiple (as defined in the Business Combination Agreement) so converted. As of March 31, 2021, there were no Class C Common Stock issued and outstanding. Transfers The holders of shares of Class B Common Stock will not transfer such shares other than as part of a concurrent transfer of (i) if prior to the Effective Time, a number of DMSH Units equal to the number of shares of Company Common Stock being so Transferred multiplied by the Conversion Ratio or (ii) if after the Effective Time, an equal number of DMSH Units, in each case made to the same transferee in accordance with the restrictions on transfer contained in the Amended Partnership Agreement. Other rights No holder of shares of Company Common Stock are entitled to preemptive or subscription rights. There are no redemption or sinking fund provisions applicable to the Company Common Stock. The rights, preferences and privileges of holders of the Company Common Stock will be subject to those of the holders of any shares of the Preferred Stock the Company may issue in the future. Preferred Stock The Board has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the DGCL. The issuance of Preferred Stock of the Company could have the effect of decreasing the trading price of Company Common Stock, restricting dividends on the capital stock of the Company, diluting the voting power of the Company Common Stock, impairing the liquidation rights of the capital stock of the Company, or delaying or preventing a change in control of the Company. At March 31, 2021, there were no shares of preferred stock outstanding. Public Warrants Each Company Public Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A Common Stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire five years after the Business Combination, or earlier upon redemption or liquidation. The Company may call the Company Public Warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; and (4) only if the last reported closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Company Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Company Public Warrants to do so on a “cashless basis.” The exercise price and number of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrant shares. At March 31, 2021, approximately 10.0 million Public Warrants were outstanding. Non-controlling Interest The non-controlling interest represents the membership interest in DMSH held by holders other than the Company. As of March 31, 2021, the Prism and Clairvest Direct Sellers combined ownership percentage in DMSH was 43.9% and as of December 31, 2020 it was 44.8%. The Company has consolidated the financial position and results of operations of DMSH and reflected the proportionate interest held by Prism, Clairvest Direct Seller and the SmarterChaos sellers as a non-controlling interest. | NOTE 10. EQUITY (AS RESTATED) Authorized Capitalization The total amount of the Company’s authorized capital stock consists of (a) 600,000,000 shares of common stock, par value $0.0001 per share, of the DMS Inc., consisting of (i) 500,000,000 shares of Class A Common Stock, (ii) 60,000 shares of Class B Common Stock, and (iii) 40,000 shares of Class C Common Stock, and (b) 100,000 shares of preferred stock, par value $0.0001 per share, of the DMS Inc. (“Company Preferred Stock”). At December 31, 2020, there were 32,393 shares of Class A Common Stock outstanding and 25,999 shares of Class B Stock outstanding. Company Common Stock The following table sets forth the economic and voting interests of the Company’s common stockholders at December 31, 2020: Class Total Shares (1) Economic Ownership Economic Ownership Voting Ownership Class A Common Stock 32,393 55.2 % 100 % 55.5 % Class B Common Stock 25,999 44.3 % — % 44.5 % (1) Represents the total number of outstanding shares for each class of DMS Inc. common stock at December 31, 2020. On October 22, 2020, as required by the post-closing working capital adjustment provisions of the Business Combination Agreement, (i) the Company issued (a) 98,783 total additional shares of Class A Common Stock to the Blocker Sellers and (b) 142,394 total additional shares of Class B Common Stock to Prism and Clairvest Direct Seller. (2) Represents (i) the Class A Common Stockholders’ indirect economic interest in DMSH through their ownership of Class A Common Stock and (ii) the Class B Common Stock holders’ direct economic interest in DMSH through their ownership of DMSH Units. The remaining economic ownership is held by the sellers in SmarterChaos acquisition. (3) Represents the aggregate economic interest in DMS Inc. through the stockholders' ownership of Class A Common Stock. (4) Represents the aggregate voting interest in DMS Inc. through the stockholders' ownership of Company common stock. Voting Rights Each holder of Company Common Stock is entitled to one (1) vote for each share of Company Common Stock held of record by such holder. The holders of shares of Company Common Stock do not have cumulative voting rights. Except as otherwise required in the Company Certificate of Incorporation or by applicable law, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will vote together as a single class on all matters on which stockholders are generally entitled to vote (or, if any holders of Company Preferred Stock are entitled to vote together with the holders of Company Common Stock, as a single class with such holders of Company Preferred Stock). In addition to any other vote required in the Company Certificate of Incorporation or by applicable law, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will each be entitled to vote separately as a class only with respect to amendments to the Company Certificate of Incorporation that increase or decrease the par value of the shares of such class or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. Notwithstanding the foregoing, except as otherwise required by law, holders of Company Common Stock, as such, will not be entitled to vote on any amendment to the Company Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Company Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) or pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). Dividend Rights Subject to any other provisions of the Company Certificate of Incorporation, as it may be amended from time to time, holders of shares of Class A Common Stock are entitled to receive ratably, in proportion to the number of shares of Class A Common Stock held by them, such dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Company’s board of directors (the “Board”) from time to time out of assets or funds of the Company legally available therefor. Except as provided in the Company Certificate of Incorporation, dividends and other distributions will not be declared or paid on the Class B Common Stock. Subject to any other provisions of the Company Certificate of Incorporation, as it may be amended from time to time, holders of shares of Class C Common Stock are entitled to receive ratably, in proportion to the number of shares held by them, the dividends and other distributions in cash, stock or property of the Company payable or to be made on outstanding shares of Class A Common Stock that would have been payable on the shares of Class C Common Stock if each such share of Class C Common Stock had been converted into a fraction of a share of Class A Common Stock equal to the Conversion Ratio (as defined in the Company Certificate of Incorporation) immediately prior to the record date for such dividend or distribution. The holders of shares of Class C Common Stock are entitled to receive, on a pari passu basis with the holders of the Class A Common Stock, such dividend or other distribution on the Class A Common Stock when, as and if declared by the Board from time to time out of assets or funds of the Company legally available therefor. At December 31, 2020, there were no shares of Class C Common Stock outstanding. Redemption Pursuant to the terms and subject to the conditions of the Amended Partnership Agreement, each holder (other than Blocker) of a DMSH Unit has the right (the “Redemption Right”) to redeem each such DMSH Unit for the applicable Cash Amount (as defined in the Amended Partnership Agreement), subject to the Company’s right, in its sole and absolute discretion, to elect to acquire some or all of such DMSH Units that such holder has tendered for redemption for a number of shares of Class A Common Stock, an amount of cash or a combination of both (the “Exchange Option”), in the case of each of the Redemption Right and the Exchange Option, on and subject to the terms and conditions set forth in the Company Certificate of Incorporation and in the Amended Partnership Agreement. Retirement of Class B Common Stock In the event that (i) any DMSH Unit is consolidated or otherwise cancelled or retired or (ii) any outstanding share of Class B Common Stock held by a holder of a corresponding DMSH Unit otherwise ceases to be held by such holder, in each case, whether as a result of exchange, reclassification, redemption or otherwise (including in connection with the Redemption Right and the Exchange Option as described above), then the corresponding share(s) of Class B Common Stock, if any, (which, for the avoidance of doubt, will be equal to such DMSH Unit divided by the Conversion Ratio prior to and until the Effective Time (as defined below) (in the case of (i)) or such share of Class B Common Stock (in the case of (ii)) will automatically and without further action on the part of the Company or any holder of Class B Common Stock be transferred to the Company for no consideration and thereupon will be retired and restored to the status of authorized but unissued shares of Class B Common Stock. Rights upon Liquidation In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company after payments to creditors of the Company that may at the time be outstanding, and subject to the rights of any holders of Preferred Stock that may then be outstanding, holders of shares of Class A Common Stock and Company C Common Stock will be entitled to receive ratably, in proportion to the number of shares held by them, all remaining assets and funds of the Company available for distribution; provided, however, that, for purposes of any such distribution, each share of Class C Common Stock will be entitled to receive the same distribution as would have been payable if such share of Class C Common Stock had been converted into a fraction of a share of Company A Common Stock equal to the Conversion Ratio immediately prior to the record date for such distribution. The holders of shares of Class B Common Stock, as such, will not be entitled to receive any assets of the Company in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Automatic Conversion of Class B Common Stock Immediately and automatically upon the earlier of (i) July 4, 2024 or (ii) the date on which there are no amounts owed to any lender pursuant to the Credit Facility, each share of Class B Common Stock will automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant to a reverse stock split, into a fraction of a share of Class B Common Stock equal to the Conversion Ratio (the “Effective Time”). Conversion of Class C Common Stock Each holder of Class C Common Stock has the right, at such holder’s option, at any time, to convert all or any portion of such holder’s shares of Class C Common Stock, and the Company will have the right, at the Company’s option, from and after the Effective Time, to convert all or any portion of the issued and outstanding shares of Class C Common Stock, in each case into shares of fully paid and non-assessable Class A Common Stock at the ratio of one (1) share of Class A Common Stock for the number of shares of Class C Common Stock equal to the Issuance Multiple (as defined in the Business Combination Agreement) so converted. As of December 31, 2020, there were no Class C Common Stock issued and outstanding. Transfers The holders of shares of Class B Common Stock will not transfer such shares other than as part of a concurrent transfer of (i) if prior to the Effective Time, a number of DMSH Units equal to the number of shares of Company Common Stock being so Transferred multiplied by the Conversion Ratio or (ii) if after the Effective Time, an equal number of DMSH Units, in each case made to the same transferee in accordance with the restrictions on transfer contained in the Amended Partnership Agreement. Other Rights No holder of shares of Company Common Stock are entitled to preemptive or subscription rights. There is no redemption or sinking fund provisions applicable to the Company Common Stock. The rights, preferences and privileges of holders of the Company Common Stock will be subject to those of the holders of any shares of the Preferred Stock the Company may issue in the future. Preferred Stock The Board has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the DGCL. The issuance of Preferred Stock of the Company could have the effect of decreasing the trading price of Company Common Stock, restricting dividends on the capital stock of the Company, diluting the voting power of the Company Common Stock, impairing the liquidation rights of the capital stock of the Company, or delaying or preventing a change in control of the Company. At December 31, 2020, there were no shares of preferred stock outstanding. The Company is authorized to issue 100,000 preferred shares with such designations, voting, and other rights and preferences as may be determined from time to time by the Board. As of December 31, 2020, there were no preferred shares issued. Public Warrants Each Company Public Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A Common Stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire five years after the Business Combination, or earlier upon redemption or liquidation. The Company may call the Company Public Warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; and (4) only if the last reported closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Company Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Company Public Warrants to do so on a “cashless basis.” The exercise price and number of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrant shares. At December 31, 2020, approximately 10.0 million Public Warrants were outstanding. Non-controlling Interest The non-controlling interest represents the membership interest in DMSH held by holders other than the Company. On July 15, 2020, upon the close of the Business Combination, the Prism and Clairvest Direct Seller combined ownership percentage in DMSH was 44.5%. On July 16, 2020, DMSH issued approximately 307 thousand additional DMSH Units to the sellers in the SmarterChaos acquisition, which are included in the non-controlling interest of approximately 44.8%. On October 22, 2020, the Company issued additional 142 thousand shares of Class B Common Stock to Prism and Clairvest Direct Seller, upon a post-closing Business Combination working capital adjustment. At December 31, 2020, the non-controlling interest in DMSH was 44.8%. The Company has consolidated the financial position and results of operations of DMSH and reflected the proportionate interest held by Prism, Clairvest Direct Seller and the SmarterChaos sellers as a non-controlling interest. |
RELATED PARTY TRANSACTIONS (Q1)
RELATED PARTY TRANSACTIONS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 12. RELATED PARTY TRANSACTIONS Registration Rights At the Closing, the Company entered into an amended and restated registration rights agreement with certain Sellers (the “Amended and Restated Registration Rights Agreement”), pursuant to which the Company registered for resale certain shares of Class A Common Stock and warrants to purchase Class A Common Stock that were held by the parties thereto. Additionally, the Sellers may request to sell all or any portion of their shares of Class A Common Stock in an underwritten offering that is registered pursuant to the shelf registration statement filed by the Company (each, an “Underwritten Shelf Takedown”); however, the Company will only be obligated to effect an Underwritten Shelf Takedown if such offering will include securities with a total offering price reasonably expected to exceed, in the aggregate, $20.0 million and will not be required to effect more than four Underwritten Shelf Takedowns in any six Amended Partnership Agreement Pursuant to the Amended Partnership Agreement, following the expiration of the lock-up period under the lock-up agreement entered into by the Company and the Sellers at the Closing, the non-controlling interests (as defined in the Amended Partnership Agreement) will have the right to redeem their DMSH Units for cash (based on the market price of the shares of Class A Common Stock) or, at the Company’s option, the Company may acquire such DMSH Units (which DMSH Units are expected to be contributed to Blocker) in exchange for cash or Class A Common Stock (a “Redemption”) on a one-for-one basis (subject to customary conversion rate adjustments, including for stock splits, stock dividends and reclassifications), in each case subject to certain restrictions and conditions set forth therein, including that any such Redemption be for an amount no less than the lesser of 10,000 DMSH Units or all of the remaining DMSH Units held by such Non-Blocker Member. In the event of a change of control transaction with respect to a Non-Blocker Member, DMSH will have the right to require such Non-Blocker Member to effect a Redemption with respect to all or any portion of the DMSH Units transferred in such change of control transaction. In connection with any Redemption (other than a Redemption by the SmarterChaos sellers) a number of shares of Class B Common. Stock will automatically be surrendered and cancelled in accordance with the Company Certificate of Incorporation. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable shares of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheets. As of March 30, 2021, the total amount of liability under the Tax Receivable Agreement was $16.3 million, of which $0.5 million was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. Lock-Up Agreement At the Closing, Sellers executed and delivered to the Company a lock up agreement (the “Lock-Up Agreement”), pursuant to which, among other things, Sellers agreed not to, subject to certain exceptions set forth in the Lock-Up Agreement, during the period commencing from the Closing and through the 180 day anniversary of the date of the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any Class A Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Class A Common Stock, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise. Any waiver by the Company of the provisions of the Lock-Up Agreement requires the approval of a majority of the Company’s directors who qualify as “independent” for purposes of serving on the audit committee under the applicable rules of the SEC (including Rule 10A-3 of the Securities Exchange Act of 1934). On July 29, 2020, the Company’s Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”) executed joinder agreements to the Lock-Up Agreement in connection with Prism’s distribution of 538,912 and 538,911 Seller Warrants to the Company’s CEO and COO, respectively, as a permitted transfer under the Amended Warrant Agreement and the Lock-Up Agreement. Management Agreement Prior to the Business Combination, the Management Agreement included consideration for various management and advisory services, where DMSH made payment to one of its members a quarterly retainer of $50 thousand plus any out-of-pocket expenses. The total expense for the years ended December 31, 2020 and 2019 was $0.1 million and $0.2 million, respectively, which was recorded in General and administrative expenses in the consolidated statements of operations. The management agreement was terminated in connection with the Business Combination. Prism Incentive Agreement On October 1, 2017, DMS, through a subsidiary, acquired the assets of Mocade Media LLC (“Mocade”). On that date, in connection with the acquisition, DMS also entered into a consulting agreement with Singularity Consulting LLC (“Singularity”), a Texas limited liability company owned by the former management of Mocade. On August 1, 2018, in order to further incentivize Singularity’s efforts with respect to the acquired Mocade assets, DMS entered into an amendment to the Singularity consulting agreement. On that date, Prism Data, the then majority equityholder of DMS, also entered into an incentive agreement with Singularity, to which DMS was not a party, providing for certain incentive payments to be accounted for in accordance with applicable accounting standards by Prism Data to Singularity in the event of certain specified change of control sale transactions involving DMS. Following the Business Combination, in November 2020, DMS and Singularity resolved all outstanding amounts due under the Singularity consulting agreement between DMS and Singularity with a payment of $85. In addition, Prism Data and Singularity agreed that Singularity would be entitled to a payment from Prism Data of $20 in the event of certain specified change of control sale transactions involving DMS . | NOTE 11. RELATED PARTY TRANSACTIONS Registration Rights At the Closing, the Company entered into an amended and restated registration rights agreement with certain Sellers (the “Amended and Restated Registration Rights Agreement”), pursuant to which the Company registered for resale certain shares of Class A Common Stock and warrants to purchase Class A Common Stock that were held by the parties thereto. Additionally, the Sellers may request to sell all or any portion of their shares of Class A Common Stock in an underwritten offering that is registered pursuant to the shelf registration statement filed by the Company (each, an “Underwritten Shelf Takedown”); however, the Company will only be obligated to effect an Underwritten Shelf Takedown if such offering will include securities with a total offering price reasonably expected to exceed, in the aggregate, $20.0 million and will not be required to effect more than four Underwritten Shelf Takedowns in any six Amended Partnership Agreement Pursuant to the Amended Partnership Agreement, following the expiration of the lock-up period under the lock-up agreement entered into by the Company and the Sellers at the Closing, the non-controlling interests (as defined in the Amended Partnership Agreement) will have the right to redeem their DMSH Units for cash (based on the market price of the shares of Class A Common Stock) or, at the Company’s option, the Company may acquire such DMSH Units (which DMSH Units are expected to be contributed to Blocker) in exchange for cash or Class A Common Stock (a “Redemption”) on a one-for-one basis (subject to customary conversion rate adjustments, including for stock splits, stock dividends and reclassifications), in each case subject to certain restrictions and conditions set forth therein, including that any such Redemption be for an amount no less than the lesser of 10,000 DMSH Units or all of the remaining DMSH Units held by such Non-Blocker Member. In the event of a change of control transaction with respect to a Non-Blocker Member, DMSH will have the right to require such Non-Blocker Member to effect a Redemption with respect to all or any portion of the DMSH Units transferred in such change of control transaction. In connection with any Redemption (other than a Redemption by the SmarterChaos sellers) a number of shares of Class B Common. Stock will automatically be surrendered and cancelled in accordance with the Company Certificate of Incorporation. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable shares of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheets. As of December 31, 2020, the total amount of liability under the Tax Receivable Agreement was $ 16.3 million, of which $510 thousand was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. Lock-Up Agreement At the Closing, Sellers executed and delivered to the Company a lock up agreement (the “Lock-Up Agreement”), pursuant to which, among other things, Sellers agreed not to, subject to certain exceptions set forth in the Lock-Up Agreement, during the period commencing from the Closing and through the 180 day anniversary of the date of the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any Class A Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Class A Common Stock, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise. Any waiver by the Company of the provisions of the Lock-Up Agreement requires the approval of a majority of the Company’s directors who qualify as “independent” for purposes of serving on the audit committee under the applicable rules of the SEC (including Rule 10A-3 of the Securities Exchange Act of 1934). On July 29, 2020, the Company’s Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”) executed joinder agreements to the Lock-Up Agreement in connection with Prism’s distribution of 538,912 and 538,911 Seller Warrants to the Company’s CEO and COO, respectively, as a permitted transfer under the Amended Warrant Agreement and the Lock-Up Agreement. Management Agreement Prior to the Business Combination, the Management Agreement included consideration for various management and advisory services, where DMSH made payment to one of its members a quarterly retainer of $50 thousand plus any out-of-pocket expenses. The total expense for the years ended December 31, 2020 and 2019 was $0.1 million and $0.2 million, respectively, which was recorded in General and administrative expenses in the consolidated statements of operations. The management agreement was terminated in connection with the Business Combination. Prism Incentive Agreement On October 1, 2017, DMS, through a subsidiary, acquired the assets of Mocade Media LLC (“Mocade”). On that date, in connection with the acquisition, DMS also entered into a consulting agreement with Singularity Consulting LLC (“Singularity”), a Texas limited liability company owned by the former management of Mocade. On August 1, 2018, in order to further incentivize Singularity’s efforts with respect to the acquired Mocade assets, DMS entered into an amendment to the Singularity consulting agreement. On that date, Prism Data, the then majority equityholder of DMS, also entered into an incentive agreement with Singularity, to which DMS was not a party, providing for certain incentive payments to be accounted for in accordance with applicable accounting standards by Prism Data to Singularity in the event of certain specified change of control sale transactions involving DMS. Following the Business Combination, in November 2020, DMS and Singularity resolved all outstanding amounts due under the Singularity consulting agreement between DMS and Singularity with a payment of $85. In addition, Prism Data and Singularity agreed that Singularity would be entitled to a payment from Prism Data of $20 in the event of certain specified change of control sale transactions involving DMS . DMSH Member Tax Distributions For the years ended December 31, 2020 and 2019, tax distributions to members of DMSH were $0.2 million and $21.6 million, respectively. |
EMPLOYEE AND DIRECTOR INCENTI_2
EMPLOYEE AND DIRECTOR INCENTIVE PLANS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
EMPLOYEE AND DIRECTOR INCENTIVE PLANS | NOTE 13. EMPLOYEE AND DIRECTOR INCENTIVE PLANS 2020 Omnibus Incentive Plan On July 15, 2020, Leo’s shareholders approved the 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan allows for the issuance of stock options, stock appreciation rights, stock awards (including restricted stock awards (“RSAs”) and Restricted Stock Units (“RSUs”) and other stock-based awards. Directors, officers and employees, as well as others performing independent consulting or advisory services for the Company or its affiliates, will be eligible for grants under the 2020 Plan. The aggregate number of shares reserved under the 2020 Plan is approximately 11.6 million. The 2020 Plan terminates on June 24, 2030. On January 14, 2021, the Board of Directors of DMS Inc. approved additional employee quarterly grant for new employees of the Company with 36,790 RSUs under the 2020 Plan. The RSUs vest one-third each year based on three years of employee continuous service. The 2020 Plan provides Directors’ vesting rights after each year for completed service to the Company. The participants have no rights of a stockholder with respect to the RSUs, including the right to vote and the right to receive distributions or dividends until the shares become vested and settled. The settlement occurs after the vesting date and shall represent the right to receive one Share of Class A of common stock. RSUs awards provide for accelerated vesting if there is a change in control. The fair value of non-vested shares is determined based on the closing trading price of the Company’s shares on the grant date and are amortized over the award’s service period. At March 30, 2021, total non-vested stock-based compensation expense related to restricted stock was $8.5 million, which will be recognized over a weighted-average remaining period of 2.29 years. The weighted-average grant-date fair value of shares granted during the year ended March 30, 2020, were $7.09 per share. Restricted Shares The following table presents the restricted share activity for the year ended March 31, 2021 (in thousands, except price per share): Restricted Stock Units Number of Restricted Stock Weighted-Average Grant Date Fair Value Outstanding at December 31, 2020 1,197 $ 7.31 Granted 37 $ 11.65 Forfeited/Canceled 95 $ 11.65 Vested 0 $ — Outstanding at March 31, 2021 1,139 $ 7.09 Vested at March 31, 2021 — — As of March 31, 2021, the Company has two shared-based compensation plans: restricted share units and stock options. The compensation cost that has been recorded against Consolidated Statement of Operations, “Salaries and related costs” was approximately $1.4 million. The Company’s 2020 Omnibus Incentive Plan, which is shareholder-approved, permits the grant of share options and shares to its employees up to 11.6 million shares of Class A Common Stock. The Company believes that such awards better align the interest of its employees with those of its shareholders. Stock option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards vest on 3 years of continuous service and have 10-year contractual terms. The 2020 Plan allows employees’ vesting rights after each year for completed service to the Company. The participants have no rights of a stockholder with respect to the stock options, including the right to vote and the right to receive distributions or dividends until the shares become vested and exercised. The exercise occurs after the vesting date and the participant may exercise the option by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by full payment of the exercise price or by means of a broker-assisted cashless exercise. Stock option awards provide for accelerated vesting if there is a change in control. The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation method, which uses the assumptions noted in the following table. Because Black-Scholes option valuation models incorporate ranges of assumption for inputs, the selected inputs are disclosed below. Expected volatilities are based on implied volatilities from traded options on the Company’s peer group. The expected term of an option granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the below range results from certain Company’s peer group of employees exhibiting different behavior. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. The risk-free rate within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. We recognize forfeitures and/or cancellations based on an actual occurrence. Stock Options The following is the weighted average of the assumptions used in calculating the fair value of the total stock options granted in 2020 using the Black-Scholes method: Fair market value $ 3.28 Risk-free rate 0.5 % Dividend yield — % Expected volatility 49.3 % Expected term (in years) 5.8 years The following table presents the stock option activity for the quarter ended March 31, 2021 (in thousands, except price per share): Stock Options Number of Stock Options Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in Years) Total Intrinsic Value of Restricted Stock Vested Outstanding at January 1, 2021 551 $ 3.34 5.8 years $ — Granted 27 $ 5.27 5.8 years $ — Exercised — $ — — $ — Forfeited/expired (44) $ 5.27 — $ — Outstanding at March 31, 2021 534 $ 3.28 5.8 years $ — Vested at March 31, 202 — — — — Exercisable at March 31, 2021 — — — — The weighted-average grant-date strike price of options during the quarter ended March 31, 2021 was $11.65 per share. The total intrinsic value of options exercised during the quarter ended March 31, 2021, was $0. The weighted-average grant-date fair value of shares granted during the quarter ended March 31, 2021, was $3.28 per share. During the quarter ended March 31, 2021, there were no shares or units converted into Class A Common Stock, or exercised from restricted stock units, stock options or warrants. The following table presents non-vested shares for the quarter ended March 31, 2021 (in thousands, except price per share): Non-vested Shares Shares (000) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2021 1,748 $ 7.31 Granted 64 $ 8.96 Vested — $ — Forfeited (139) $ 9.62 Non-vested at March 31, 2021 1,673 $ 5.88 As of March 31, 2021, the total value of unvested shares was $10.3 million under the 2020 Plan. That cost is expected to be recognized over a weighted-average period of 2.29 years. The total fair value of shares vested during the quarter ended March 31, 2021, was $0. | NOTE 12. EMPLOYEE AND DIRECTOR INCENTIVE PLANS 2020 Omnibus Incentive Plan On July 15, 2020, Leo’s shareholders approved the 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan allows for the issuance of stock options, stock appreciation rights, stock awards (including restricted stock awards (“RSAs”) and Restricted Stock Units (“RSUs”) and other stock-based awards. Directors, officers and employees, as well as others performing independent consulting or advisory services for the Company or its affiliates, will be eligible for grants under the 2020 Plan. The aggregate number of shares reserved under the 2020 Plan is approximately 11.6 million. The 2020 Plan terminates on June 24, 2030. On October 28, 2020, the Board of Directors of DMS Inc. approved the grant of approximately 1.2 million RSUs, including 65,000 units granted for Directors under the 2020 Plan. The RSUs vest one-third each year based on three years of continuous service starting with July 16, 2021 through July 16, 2023. The 2020 Plan provides Directors’ and employees’ vesting rights after each year for completed service to the Company. The participants have no rights of a stockholder with respect to the RSUs, including the right to vote and the right to receive distributions or dividends until the shares become vested and settled. The settlement occurs after the vesting date and shall represent the right to receive one Share of Class A of common stock. RSUs awards provide for accelerated vesting if there is a change in control. The fair value of non-vested shares is determined based on the closing trading price of the Company’s shares on the grant date and are amortized over the award’s service period. At December 31, 2020, total non-vested stock-based compensation expense related to restricted stock was $8.8 million, which will be recognized over a weighted-average remaining period of 2.54 years. The weighted-average grant-date fair value of shares granted during the year ended December 31, 2020, were $7.31 per share. Restricted Shares The following table presents the restricted share activity for the year ended December 31, 2020 (in thousands, except price per share): Restricted Stock Units Number of Restricted Stock Weighted-Average Grant Date Fair Value Outstanding at January 1, 2020 — $ 0 Granted 1,245 $ 7.31 Forfeited/Canceled 48 $ 7.31 Vested — $ 0 Outstanding at December 31, 2020 1,197 $ 7.31 Vested at December 31, 2020 — — Exercisable at December 31, 2020 — — On December 31, 2020, the Company has two shared-based compensation plans; restricted share units and stock options. The compensation cost that has been recorded against Consolidated Statement of Operations, “Salaries and related costs” was approximately $1.0 million. The Company’s 2020 Omnibus Incentive Plan, which is shareholder-approved, permits the grant of share options and shares to its employees up to 11.6 million shares of Class A Common Stock. The Company believes that such awards better align the interest of its employees with those of its shareholders. Stock option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards vest on 3 years of continuous service and have 10-year contractual terms. The 2020 Plan allows employees’ vesting rights after each year for completed service to the Company. The participants have no rights of a stockholder with respect to the stock options, including the right to vote and the right to receive distributions or dividends until the shares become vested and exercised. The exercise occurs after the vesting date and the participant may exercise the option by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by full payment of the exercise price or by means of a broker-assisted cashless exercise. Stock option awards provide for accelerated vesting if there is a change in control. The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation method, which uses the assumptions noted in the following table. Because Black-Scholes option valuation models incorporate ranges of assumption for inputs, the selected inputs are disclosed below. Expected volatilities are based on implied volatilities from traded options on the Company’s peer group. The expected term of an option granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the below range results from certain Company’s peer group of employees exhibiting different behavior. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. The risk-free rate within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. We recognize forfeitures and/or cancellations based on an actual occurrence. Stock Options The following is the weighted average of the assumptions used in calculating the fair value of the total stock options granted in 2020 using the Black-Scholes method: Fair market value $ 3.34 Risk-free rate 0.4 % Dividend yield — % Expected volatility 49.4 % Expected term (in years) 5.9 years The following table presents the stock option activity for the year ended December 31, 2020 (in thousands, except price per share): Stock Options Number of Stock Options Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in Years) Total Intrinsic Value of Restricted Stock Vested Outstanding at January 1, 2020 — $ — — $ — Granted 574 $ 3.34 5.9 years $ — Exercised — $ — — $ — Forfeited/expired 23 $ — — $ — Outstanding at December 31, 2020 551 $ 3.34 5.9 years $ — Vested at December 31, 2020 — — — — Exercisable at December 31, 2020 — — — — The weighted-average grant-date strike price of options during the year ended December 31, 2020 were $7.31 per share. The total intrinsic value of options exercised during the year ended December 31, 2020 was $0. The weighted-average grant-date fair value of shares granted during the year ended December 31, 2020, was $3.34 per share. During the year ended December 31, 2020, there were no shares or units converted into Class A Common Stock, or exercised from restricted stock units, stock options and warrants. The following table presents non-vested shares for the year ended December 31, 2020 (in thousands, except price per share): Non-vested Shares Shares (000) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2020 — $ 0 Granted 1,819 $ 7.31 Vested — $ 0 Forfeited 71 $ 7.31 Non-vested at December 31, 2020 1,748 $ 7.31 As of December 31, 2020, the total value of unvested shares was $10.6 million under the 2020 Plan. That cost is expected to be recognized over a weighted-average period of 2.54 years. The total fair value of shares vested during the years ended December 31, 2020, was $0. Defined Contribution Plans The Company offers a 401(k) plan with a mandatory match and a discretionary bonus contribution to all of its eligible employees. The Company matches employees’ contributions based on a percentage of salary contributed by the employees. The Company’s match cost for the year ended December 31, 2020, and 2019 was $0.8 million and $0.5 million respectively, recorded within “Salaries and related costs” on the consolidated statements of operations. Employee Incentive Plan The Company instituted a transaction-based cash bonus plan, the Digital Media Solutions, LLC Employee Incentive Plan (the “EIP”), in 2017, which was amended and restated on January 31, 2019. The EIP provides for a cash bonus pool payout to vested participants upon the occurrence of a “Sale of the Company” prior to December 31, 2024, in which the equity value (as determined by the board of managers) exceeds $100 million. Each EIP participant was awarded a number of bonus pool units, and is entitled to a pro rata share of the aggregate bonus pool based on the total number of vested bonus pool units held among all participants. DMSH also instituted a second transaction-based cash bonus plan on November 1, 2019, which mirrors the first plan, except that the equity value was raised to $325 million. On April 23, 2020, DMSH entered into a Business Combination agreement with Leo. Although this business combination is not considered a “Sale of the Company” for purposes of the EIP, the board of managers was permitted at its discretion to make a payment under the plan as it deemed fit upon consummation of the business combination. The board of managers elected to pay a total of approximately $250 thousand in cash to EIP participants in connection with the Business Combination, which was paid during the year ended December 31, 2020, and these plans were terminated. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 14. COMMITMENTS AND CONTINGENCIES Legal proceedings The Company is subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. An estimated liability is recorded for those proceedings and claims when the loss from such proceedings and claims becomes probable and reasonably estimable. The risk of loss is reassessed each quarter and liabilities are adjusted as new information becomes available. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position, but could be material to the consolidated results of operations or cash flows for any one period. Lease agreements The Company leases certain office locations, including both long-term and short-term leases, with several leases offering renewal options. Rent expense for the three months ended March 31, 2021 and 2020 was $0.4 million and $0.6 million, respectively. At March 31, 2021, the future minimum lease payments for the Company were comprised of the following (in thousands): March 31, 2021 2021 $ 1,562 2022 1,963 2023 1,966 2024 1,537 2025 404 Thereafter — Total $ 7,432 Management analyzed our current leases due to the COVID-19 economic environment and recorded a reserve of approximately $3.0 million as a result of the cease use of certain leased properties (included in the future minimum lease payments above). As of March 31, 2021, $1.3 million is accrued for within Accrued expenses and other current liabilities and $1.7 million is accrued for within Other non-current liabilities, on the unaudited condensed consolidated balance sheets. DMSH Unit Redemption Rights The Amended and Restated Partnership Agreement includes provisions intended to ensure that the Company at all times maintains a one-to-one ratio between (i) the number of outstanding shares of Class A Common Stock (including the number of shares of Class A Common Stock into which all of the outstanding shares of Class C Common Stock are convertible in accordance with the Company Certificate of Incorporation) and (ii) the aggregate number of DMSH Units owned by DMS Inc., its subsidiaries and any consolidated, combined, unitary or similar group of entities that join in filing any tax return with DMS Inc. | NOTE 13. 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. Lease agreements The Company leases office space in various locations within United States and Canada. The leases entered into by the Company consist of both long-term and short-term leases. Lease agreements in two locations provide the option to extend for three years upon the provision of nine-month notice. No lease agreement or arrangement is considered material to the overall lease portfolio. The rental expense for the years ended December 31, 2020 and 2019 was $2.0 million and $2.2 million, respectively. At December 31, 2020, the future minimum lease payments for the Company were comprised of the following (in thousands): Year Ending December 31: 2021 $ 1,815 2022 1,787 2023 1,845 2024 1,418 2025 404 Thereafter — Total $ 7,269 The lease obligations were evaluated due to the COVID-19 economic environment and recorded a reserve of approximately $4.2 million as a result of the cease use of certain leased properties (included in the future minimum lease payments above) , which was included in General and administrative expenses in the consolidated statements of operations during the years ended December 31, 2020. As of December 31, 2020, $1.7 million is accrued for within Accrued expenses and other current liabilities and $1.9 million is accrued for within Other non-current liabilities, on the consolidated balance sheets. During the year ended December 31, 2020, the Company entered into negotiations with landlords to terminate lease agreements, for twelve different properties for a total approximately 62,113 square feet of office space located in Canada and the United States. The termination of the leases is expected to reduce cash needs by approximately $1.9 million over the remaining life of the original leases through April 30, 2025. As of December 31, 2020, the Company concluded negotiations on three properties and agreed to make payments to the landlord totaling approximately $0.4 million in release of all future obligations under the leases. DMSH Unit Redemption Rights The Amended and Restated Partnership Agreement includes provisions intended to ensure that the Company at all times maintains a one-to-one ratio between (i) the number of outstanding shares of Class A Common Stock (including the number of shares of Class A Common Stock into which all of the outstanding shares of Class C Common Stock are convertible in accordance with the Company Certificate of Incorporation) and (ii) the aggregate number of DMSH Units owned by DMS Inc., its subsidiaries and any consolidated, combined, unitary or similar group of entities that join in filing any tax return with DMS Inc. |
INCOME TAXES (Q1)
INCOME TAXES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 15. INCOME TAXES As a result of the Business Combination, the Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker, which owns 56.2% of equity interests in DMSH. DMSH is treated as a partnership for purposes of U.S. federal and certain state and local income tax. As a U.S. partnership, generally DMSH will not be subject to corporate income taxes (except with respect to UE, as described below). Instead, each of the ultimate partners (including DMS Inc.) are taxed on their proportionate share of DMSH taxable income. While the Company consolidates DMSH for financial reporting purposes, the Company will only be taxed on its allocable share of future earnings (i.e. those earnings not attributed to the non-controlling interests, which continue to be taxed on their own allocable share of future earnings of DMSH). The Company’s income tax expense is attributable to the allocable share of earnings from DMSH, a portion of activities of DMSH that are subject to Canadian income tax, and the activities of UE, a wholly-owned U.S. corporate subsidiary of DMSH, which is subject to U.S. federal and state and local income taxes. The income tax burden on the earnings allocated to the non-controlling interests is not reported by the Company in its condensed consolidated financial statements under GAAP. As a result, the Company’s effective tax rate is expected to differ materially from the statutory rate. The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. The Company recorded income tax expense of $117 thousand for the three months ended March 31, 2021. The blended effective tax rate for the three months ended March 31, 2021 was 124.64%, which varies from our statutory U.S. tax rate due to the tax impact of the change in fair value of warrant liabilities, change in fair value of contingent liabilities, and taxable income or loss that is allocated to the non-controlling interest. The Company recorded $52 thousand income tax expense or benefit for the three months ended March 31, 2020. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into a Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100%% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of this agreement, the Company recorded as of December 31, 2020, a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheets. As of March 31, 2021, the total amount of payments under the TRA was $16.3 million, of which $0.5 million was current and included in Accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheet. ASU 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This new guidance was effective for the Company beginning on January 1, 2021, and did not have a material impact on the Company’s condensed consolidated financial statements. | NOTE 14. INCOME TAXES (AS RESTATED) The provision (benefit) for income taxes consist of the following (in thousands): Years Ended 2020 2019 Current: Federal $ 3,101 $ 137 State 216 — Foreign 248 — Total Current 3,565 137 Deferred Federal 69 — State (549) — Foreign — — Total Deferred (480) — Provision for income taxes $ 3,085 $ 137 The provision for income taxes shown above varies from the statutory federal income tax rate for those periods as follows (in thousands): Years Ended 2020 As Restated 2019 Tax provision (benefit) from federal statutory rate $ (2,190) $ (2,330) Tax on income not subject to entity level federal income tax 1,897 2,467 State income taxes, net of federal tax effect (280) 0 Warrant liability fair value change 1,856 0 Other permanent adjustments 434 0 True-ups and other (465) 0 Foreign tax credit (63) 0 Undistributed earnings 823 0 Canadian tax expense 261 0 Valuation Allowance 812 0 Tax provision $ 3,085 $ 137 During the year ended December 31, 2019, the Company was a "partnership" for U.S. federal and state and local income tax purposes and generally not subject to entity level income tax. Instead, each of the ultimate partners of the partnership were taxed on their proportionate share of the Company's taxable income. In the fourth quarter of 2019, the partnership acquired UE, a “corporation” for U.S. federal and state and local income purposes. As such, earnings related to UE were subject to pay federal and state corporate income taxes. The Company established an estimated net deferred tax liability of $8,675 primarily related to intangible assets acquired in the UE acquisition. The Company recorded income tax expense in the amount of $137 and $0 for the years ended December 31, 2019 and December 31, 2018, respectively. The income tax expense for the year ended December 31, 2019 primarily related to UE’s activity post-acquisition. As a result of the Business Combination, the Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker, which owns 55.2% of equity interests in DMSH (after the SmarterChaos acquisition). DMSH is treated as a partnership for purposes of U.S. federal and certain state and local income tax. As a U.S. partnership, generally DMSH will not be subject to corporate income taxes (except with respect to UE, as described below). Instead, each of the ultimate partners (including DMS Inc.) are taxed on their proportionate share of DMSH taxable income. While the Company consolidates DMSH for financial reporting purposes, the Company will only be taxed on its allocable share of earnings (i.e. those earnings not attributed to the non-controlling interests, which continue to be taxed on their own allocable share of earnings of DMSH). The Company’s income tax expense is attributable to the allocable share of earnings from DMSH, a portion of activities of DMSH that are subject to Canadian income tax, and the activities of UE, a wholly-owned U.S. corporate subsidiary of DMSH, which is subject to U.S. federal and state and local income taxes. The income tax burden on the earnings allocated to the non-controlling interests is not reported by the Company in its consolidated financial statements under GAAP. As a result of the foregoing reasons, the Company’s effective tax rate is expected to differ materially from the statutory rate. Due to the restatement, the Private Placement Warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020, and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of earnings (loss). The Private Placement Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no change to income tax expense relating to changes in the fair value of such warrants. Deferred tax assets and liabilities are composed of the following (in thousands): Years Ended 2020 2019 (In thousands) Deferred income tax assets: Investment in DMS Holdings LLC $ 30,017 $ — Reserve accruals 140 57 Charitable contributions 9 — Interest carryforward 1,158 — Tax credit carryforwards 63 — Property and equipment — 522 Net operating loss 150 — Total gross deferred income tax assets 31,537 579 Less: Valuation allowance (11,626) — Total deferred income tax assets 19,911 579 Deferred income tax liabilities: Intangibles (6,971) (9,254) Property and equipment (193) — Undistributed earnings (823) — Total deferred income tax liabilities (7,987) (9,254) Net deferred income tax asset (liability) $ 11,924 $ (8,675) At December 31, 2020, the Company has federal or state net operating loss carryforwards attributable to DMS, Inc. in the amount of $579 thousand. At December 31, 2020, the Company has an expected foreign tax credit carryforward of $63 thousand which would expire at December 31, 2030, unless utilized. We record a deferred tax asset if we believe that it is more likely than not that we will realize a future tax benefit. Ultimate realization of any deferred tax asset is dependent on our ability to generate sufficient future taxable income in the appropriate tax jurisdiction before the expiration of carryforward periods, if any. Our assessment of deferred tax asset realizability considers many different factors including historical and projected operating results, the reversal of existing deferred tax liabilities that provide a source of future taxable income, the impact of current tax planning strategies and the availability of future tax planning strategies. We establish a valuation allowance against any deferred tax asset for which we are unable to conclude that realizability is more likely than not. This is inherently judgmental, since we are required to assess many different factors and evaluate as much objective evidence as we can in reaching an overall conclusion. The particularly sensitive component of our evaluation is our projection of future operating results since this relies heavily on our estimates of future revenue and expense levels by tax jurisdiction. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of the Business Combination, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheet. As of December 31, 2020, the total amount of liability under the Tax Receivable Agreement was $16.3 million, of which $510 thousand was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. CARES Act On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” was signed into law. The CARES Act includes income tax provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company benefited from the deferral of payroll taxes and is still evaluating all the impacts of the CARES Act on our business. |
EARNINGS PER SHARE (Q1)
EARNINGS PER SHARE (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
EARNINGS PER SHARE | NOTE 16. EARNINGS PER SHARE Basic earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc., adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. Diluted loss per share for all period presented is the same as basic loss per share as the inclusion of the potentially issuable shares would be anti-dilutive. Prior to the Business Combination, the membership structure of DMSH included units which had profit interests. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these unaudited condensed consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the Business Combination on July 15, 2020. The basic and diluted earnings per share represent only the shares earned during the period of January 1, 2021 to March 31, 2021. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Three Months Ended March 31, Numerator: Net (loss) income before income taxes $ (212) Less: Net income attributable to non-controlling interests (93) Net income attributable to DMS Inc. $ (119) Denominator: Weighted-average shares of Class A Common Stock outstanding - basic and diluted 33,241 Earnings per share of Class A Common Stock - basic and diluted $ — Shares of the Company’s Class B common stock, warrants, restricted stock units and stock options do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Potential shares of common stock not included in the computation of earnings per share because their effect would be antidilutive includes Stock Based Compensation for 84,009 Options and 530,745 RSUs, Warrants of 505,130 Public and 202,052 Private Placement, contingent consideration which could be settled in common stock of 1,237,636 and convertible equity of 26,306,841. On January 14, 2021, the Board of Directors of DMS Inc. approved and granted approximately 36,790 RSUs and 27,000 in stock options to the Company’s new employees under the 2020 Omnibus Incentive Plan. Refer to Note 13. Employee and Director Incentive Plans for a description of the Company’s stock incentive plan. | NOTE 15. EARNINGS (LOSS) PER SHARE (AS RESTATED) Prior to the Business Combination, the membership structure of DMSH included units which had profit interests. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings (loss) per share information has not been presented for periods prior to the Business Combination on July 15, 2020. The basic and diluted earnings (loss) per share for the year ended December 31, 2020 represent only the period of July 15, 2020 to December 31, 2020. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A Common Stock: As Restated Three Months Ended As Restated Year Ended December 31, 2020 Numerator: Net income (loss) $ (17,867) $ (13,714) Less: Net income (loss) attributable to non-controlling interests subsequent to the Business Combination (7,481) (6,363) Net income (loss) (post business combination) attributable to DMS Inc. $ (10,386) $ (7,351) Denominator: Weighted-average shares of Class A Common Stock outstanding - basic and diluted 32,369 32,335 Earnings per share of Class A Common Stock - basic and diluted $ (0.32) $ (0.23) Shares of the Company’s Class B Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented. At December 31, 2020, the Company excluded 26.0 million shares of Class B Common Stock, 14.0 million Public and Private warrants, 1.8 million shares of restrictive stock units and stock options, and the DMSH Units issued in the SmarterChaos acquisition as their effect would have been anti-dilutive. |
SUBSEQUENT EVENTS (Q1)
SUBSEQUENT EVENTS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | Note. 17 Subsequent Events On April 1, 2021, the Company has completed a transaction to purchase the assets of Crisp Marketing, LLC (“Crisp Results”). 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 Class A Common Stock valued at $20.0 million. The transaction also includes up to $10.0 million in contingent consideration to be earned over the next 12 months, subject to the acquired companies reaching certain milestones, and a $5.0 million deferred payment. The contingent consideration and deferred payment can be paid in cash or stock at the election of the Company. | NOTE 17. SUBSEQUENT EVENTS On February, 1, 2021, the Company and Monroe Capital Management Advisors entered into Amendment No. 5 Credit Agreement to add the acquisitions of Aimtell, Inc, PushPros Inc, and Aramis Interactive, LLC, as Permitted Acquisition. On February 1, 2021, the Company completed the acquisition of Aimtell, Inc. (“Aimtell”), PushPros Inc. (“PushPros”), and Aramis Interactive, LLC (“Aramis”). Aimtell and PushPros are mobile and web push notification technology and solutions companies and Aramis is a network of owned-and-operated websites that leverages the Aimtell and PushPros technologies and relationships. The Company paid consideration of $20 million upon closing of the transaction, consisting of $5 million cash and Class A Common Stock valued at $15 million. The transaction also includes up to $15 million in contingent consideration to be earned over the next three years, subject to the acquired companies reaching certain milestones. The contingent consideration can be paid in cash or stock at the election of the Company. |
BUSINESS, BASIS OF PRESENTATI_2
BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (FY) (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC. | Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the SEC. |
Principles of consolidation | Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 55.5% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination) retained approximately 44.5% of the membership interest in DMSH (“non-controlling interests”). The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity. | Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 55.5% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination) retained approximately 44.5% of the membership interest in DMSH (“non-controlling interests”). The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity. |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of net assets acquired in business combinations, loss contingencies, asset impairments, deferred taxes and amounts associated with the Tax Receivable Agreement related to the Business Combination. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of net assets acquired in business combinations, loss contingencies, asset impairments, deferred taxes and amounts associated with the Tax Receivable Agreement related to the Business Combination. |
Revenue recognition | Revenue recognition The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in Accounting Standards Update (“ASC”) 606, Revenue from Contracts with Customers: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients are subjected to a credit review process that evaluates the client’s financial position and the ability and intention to pay. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers and strategic partners that we engage with to generate targeted marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. Other than certain of its managed services arrangements, the Company is the principal in the transaction. For the transactions where the Company is the principal, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. Customer acquisition The Company’s performance obligation for Customer acquisition contracts is to deliver an unspecified number of potential customers or leads (i.e., number of clicks, emails, calls and applications) to the customer in real-time, on a daily basis as the leads are generated, based on predefined qualifying characteristics specified by our customer. The contracts generally have a one-month term and the Company has an enforceable right to payment for all leads delivered to the customer. The Company’s customers simultaneously receive and consume the benefits provided, as the Company satisfies its performance obligations. The Company recognizes revenue as the performance obligations are satisfied over time. When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized and the corresponding amounts are recorded as unbilled revenue (i.e., contract assets) within Accounts receivable, net on the consolidated balance sheets. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. Managed services The Company’s performance obligation for Managed service contracts is to provide continuous service of managing the customer’s media spend for the purpose of generating leads through a third-party supplier of leads, as requested by our customer. Each month of service is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligation is satisfied each month and there is no estimation of revenue required at each reporting period for managed services contracts. The Company enters into agreements with Internet search companies, third-party publishers and/or strategic partners to generate customer acquisition services for their Managed service customers. The Company receives a fee from its customers and separately pays a fee to the Internet search companies, third-party publishers and/or strategic partners. The third-party supplier is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer. Therefore, in certain cases, the Company acts as the agent and the net fees earned by the Company are recorded as revenue, with no associated costs of revenue attributable to the Company. Software services The Company’s performance obligation for Software services contracts is to provide the customer with continuous, daily access to the Company’s proprietary software. Service provided each month is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligations are satisfied each month and there is no estimation of revenue required at each reporting period for Software services contracts. | Revenue recognition The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606, Revenue from Contracts with Customers: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients are subjected to a credit review process that evaluates the clients’ financial position and the ability and intention to pay. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers and strategic partners that we engage with to generate targeted marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. Other than certain of its managed services arrangements, the Company is the principal in the transaction. For the transactions where the Company is the principal, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. Customer acquisition The Company’s performance obligation for Customer acquisition contracts is to deliver an unspecified number of potential customers or leads (i.e., number of clicks, emails, calls and applications) to the customer in real-time, on a daily basis as the leads are generated, based on predefined qualifying characteristics specified by our customer. The contracts generally have a one-month term and the Company has an enforceable right to payment for all leads delivered to the customer. The Company’s customers simultaneously receive and consume the benefits provided, as the Company satisfies its performance obligations. The Company recognizes revenue as the performance obligations are satisfied over time. When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized and the corresponding amounts are recorded as unbilled revenue (i.e., contract assets) within Accounts receivable, net on the consolidated balance sheets. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. Managed services The Company’s performance obligation for Managed service contracts is to provide continuous service of managing the customer’s media spend for the purpose of generating leads through a third-party supplier of leads, as requested by our customer. Each month of service is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligation is satisfied each month and there is no estimation of revenue required at each reporting period for managed services contracts. The Company enters into agreements with internet search companies, third-party publishers and/or strategic partners to generate customer acquisition services for their Managed service customers. The Company receives a fee from its customers and separately pays a fee to the internet search companies, third-party publishers and/or strategic partners. The third-party supplier is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer. Therefore, in certain cases, the Company acts as the agent and the net fees earned by the Company are recorded as revenue, with no associated costs of revenue attributable to the Company. Software services The Company’s performance obligation for Software services contracts is to provide the customer with continuous, daily access to the Company’s proprietary software. Service provided each month is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligations are satisfied each month and there is no estimation of revenue required at each reporting period for Software services contracts. The Company derives revenue primarily through the delivery of various types of services, including: customer acquisition, managed services and software as a service (“SaaS”). The Company recognizes revenue when the promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company has elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized in the amount to which the Company has the right to invoice for services performed. The Company has organized its operations into three reportable segments: Brand-Direct, Marketplace and Other. The Brand Direct reportable segment consists of services delivered against our customer’s brand, while the Marketplace reportable segment includes services delivered directly against the DMS brand. In the Other reportable segment, services offered by the Company include software services and digital media services that are managed on behalf of the customer. Corporate and other represents other business activities and include eliminating entries. Management uses these segments to evaluate the performance of its businesses and to assess its financial results and forecasts. |
Cost of revenue | Cost of revenue Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition. These media costs are used primarily to drive user traffic to the Company’s and its clients’ media properties. Cost of revenue additionally consists of indirect costs such as data verification, hosting and fulfillment costs. Cost of revenue is presented exclusive of depreciation and amortization expenses, as well as salaries and related costs. | Cost of revenue Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition. These media costs are used primarily to drive user traffic to the Company’s and its clients’ media properties. Cost of revenue additionally consists of indirect costs such as data verification, hosting and fulfillment costs. Cost of revenue is presented exclusive of depreciation and amortization expenses, as well as salaries and related costs. |
Cash and cash equivalents | Cash and cash equivalents The Company considers highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of the purchase to be cash equivalents. The Company’s cash is primarily held as cash deposits with no cash restrictions at retail and commercial banks. | Cash and cash equivalents The Company considers highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of the purchase to be cash equivalents. The Company’s cash is primarily held as cash deposits with no cash restrictions at retail and commercial banks. |
Accounts receivable, net | Accounts receivable, net Accounts receivables are recorded net of the allowance for doubtful accounts. Management determines the allowance for doubtful accounts based on factors including past write-offs and delinquency trends and current credit conditions. Accounts are written off when management determines that collection is unlikely. As of March 31, 2021 and 2020, the allowance for doubtful accounts was $3.5 million and $3.1 million, respectively, and bad debts expense was $0.4 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively. | Accounts receivable, net Accounts receivables are recorded net of the allowance for doubtful accounts. Management determines the allowance for doubtful accounts based on factors including past write-offs and delinquency trends and current credit conditions. Accounts are written off when management determines that collection is unlikely. As of December 31, 2020 and 2019, the allowance for doubtful accounts was $3.1 million and $0.9 million, respectively, and bad debts expense was $3.0 million and $1.6 million for the years ended December 31, 2020 and 2019, respectively. |
Property and equipment, net | Property and equipment, net Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment consist of computer and office equipment, furniture and fixtures and leasehold improvements, which are depreciated on a straight-line basis over the estimated useful lives of the assets. Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment, for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. If such events or circumstances are present, a loss is recognized to the extent the carrying value of the asset is in excess of estimated fair value. | Property and equipment, net Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment consist of computer and office equipment, furniture and fixtures and leasehold improvements, which are depreciated on a straight-line basis over the estimated useful lives of the assets. Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment, for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. If such events or circumstances are present, a loss is recognized to the extent the carrying value of the asset is in excess of estimated fair value. |
Software development costs | Software development costs Costs for software developed for internal use are capitalized as Property and equipment on the Consolidated Balance Sheets during the preliminary stage and post-implementation stages and any initial research and development and maintenance costs are expensed as incurred. Costs incurred in the application development stage are capitalized when the internal use software is placed in service, and amortized over the estimated economic life of the software from the date of implementation. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including estimated economic life. Capitalized software development costs are amortized on a straight line basis over 3 years, an estimated useful life. | Software development costs Costs for software developed for internal use are capitalized as intangible assets on the Consolidated Balance Sheets during the preliminary stage and post-implementation stages and any initial research and development and maintenance costs are expensed as incurred. Costs incurred in the application development stage are capitalized when the internal use software is placed in service, and amortized over the estimated economic life of the software from the date of implementation. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including estimated economic life. Capitalized software development costs are amortized on a straight line basis over 3 years, an estimated useful life. |
Goodwill and other intangible assets | Goodwill and other intangible assets As of the acquisition date, the Company measures and recognizes goodwill as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any non-controlling interest in the acquiree (if any), and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of net assets acquired and liabilities assumed. Goodwill acquired in Business Combinations is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date. On an annual basis, the Company performs a qualitative assessment of goodwill to determine whether it is necessary to perform a quantitative impairment test or more frequently upon the occurrence of certain triggering events or substantive changes in circumstances. The Company is only required to perform the annual quantitative goodwill impairment test if it is concluded that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Finite-lived intangible assets primarily consist of software with related technology, customer relationships, non-competition agreements and brand. These assets are initially capitalized based on fair value, acquisition cost, and fair value, if acquired as part of a business combination. The related costs are subsequently amortized on a straight-line basis over the estimated useful lives of the assets. The Company tests intangible assets with finite useful lives for impairment when a triggering event occurs, or circumstances change indicating that the fair value of the entity may be below its carrying amount. If no triggering event occurs, further impairment testing is not necessary. | Goodwill and other intangible assets As of the acquisition date, the Company measures and recognizes goodwill as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any non-controlling interest in the acquiree (if any), and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of net assets acquired and liabilities assumed. Goodwill acquired in Business Combinations is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date. On an annual basis, the Company performs a qualitative assessment of goodwill to determine whether it is necessary to perform a quantitative impairment test or more frequently upon the occurrence of certain triggering events or substantive changes in circumstances. The Company is only required to perform the annual quantitative goodwill impairment test if it is concluded that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Finite-lived intangible assets primarily consist of software with related technology, customer relationships, non-competition agreements and brand. These assets are initially capitalized based on fair value, acquisition cost, and fair value, if acquired as part of a business combination. The related costs are subsequently amortized on a straight-line basis over the estimated useful lives of the assets. The Company tests intangible assets with finite useful lives for impairment when a triggering event occurs, or circumstances change indicating that the fair value of the entity may be below its carrying amount. If no triggering event occurs, further impairment testing is not necessary. |
Contingencies and Contingent consideration, Private Placement Warrants Liabilities | Contingencies The Company is subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. An estimated liability is recorded for those proceedings and claims when the loss from such proceedings and claims becomes probable and reasonably estimable. Outstanding claims are reviewed with internal and external counsel to assess the probability and the estimates of loss, including the possible range of an estimated loss. The risk of loss is reassessed each period and as new information becomes available and liabilities are adjusted as appropriate. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position but could possibly be material to the consolidated results of operations or cash flows for any one period. Contingent consideration The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. If the contingent consideration is payable in cash, the Company classifies its contingent consideration as a liability. Contingent consideration payments related to acquisitions are measured at fair value at each reporting period using Level 3 unobservable inputs. The Company’s estimates of fair value are based upon projected cash flow, estimated volatility and other inputs but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in income from operations in the consolidated statements of operations. | Contingencies The Company is subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. An estimated liability is recorded for those proceedings and claims when the loss from such proceedings and claims becomes probable and reasonably estimable. Outstanding claims are reviewed with internal and external counsel to assess the probability and the estimates of loss, including the possible range of an estimated loss. The risk of loss is reassessed each period and as new information becomes available and liabilities are adjusted as appropriate. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position but could possibly be material to the consolidated results of operations or cash flows for any one period. |
Business combinations | Business combinations Under the acquisition method of accounting, the Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. As a result, actual results may differ from these estimates. During the measurement period, the Company may record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings. At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company also measures the fair values of all non-contractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or a liability. Acquisition related costs not considered part of the consideration are expensed as incurred. | Business combinations Under the acquisition method of accounting, the Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. As a result, actual results may differ from these estimates. During the measurement period, the Company may record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings. At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company also measures the fair values of all non-contractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or a liability. Acquisition related costs not considered part of the consideration are expensed as incurred. Contingent consideration The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. If the contingent consideration is payable in cash, the Company classifies its contingent consideration as a liability. Contingent consideration payments related to acquisitions are measured at fair value at each reporting period using Level 3 unobservable inputs. The Company’s estimates of fair value are based upon projected cash flow, estimated volatility and other inputs but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in income from operations in the consolidated statements of operations. |
Fair value measurement | Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In most cases, the exit price and transaction (or entry) price will be the same at initial recognition. In this case, the fair value of financial instruments approximate fair value. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability. • Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities. • Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. • Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In most cases, the exit price and transaction (or entry) price will be the same at initial recognition. In this case, the fair value of financial instruments approximate fair value. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability. • Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities. • Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. • Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. |
Advertising costs | Advertising costs All advertising, promotional and marketing costs are expensed when incurred. Advertising, promotional and marketing costs for the three months ended March 31, 2021 and 2020 were $0.2 million and $0.5 million, respectively. | Advertising costs All advertising, promotional and marketing costs are expensed when incurred. Advertising, promotional and marketing costs for the years ended December 31, 2020 and 2019 were $1.2 million and $1.6 million, respectively. |
Stock-based compensation | Stock-based compensation Stock-based compensation is measured using the grant-date fair value of the award of equity instruments, including stock options and restricted stock units (“RSUs”). The expense is recognized over the requisite service period and forfeitures are recognized as incurred. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility in the fair market value of the Company’s common stock, a risk-free interest rate and expected dividends. The Company uses the simplified calculation of expected life as the contractual term for options of 10 years is longer than the Company has been publicly traded. The Company does not have enough historical perspective to estimate its volatility of its publicly traded shares or units. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution. | Stock-based compensation Stock-based compensation is measured using the grant-date fair value of the award of equity instruments, including stock options and restricted stock units (“RSUs”). The expense is recognized over the requisite service period and forfeitures are recognized as incurred. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility in the fair market value of the Company’s common stock, a risk-free interest rate and expected dividends. The Company uses the simplified calculation of expected life as the contractual term for options of 10 years is longer than the Company has been publicly traded. The Company does not have enough historical perspective to estimate its volatility of its publicly traded shares or units. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution. |
Income taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. DMSH, the Company’s accounting predecessor, is a limited liability company treated as a partnership for U.S. federal income tax purposes and is not subject to entity-level U.S. federal income tax, except with respect to UE, which was acquired in November 2019. Because UE is treated as a corporation for U.S. federal income tax purposes, it is subject to entity-level U.S. federal income tax. As a result of the Business Combination, Blocker’s allocable share of earnings from DMSH are also subject to U.S. federal and state and local income taxes. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of the Business Combination, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheet. As of March 31, 2021, the total amount of liability under the Tax Receivable Agreement was $16.3 million, of which $0.5 million was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. DMSH, the Company’s accounting predecessor, is a limited liability company treated as a partnership for U.S. federal income tax purposes and is not subject to entity-level U.S. federal income tax, except with respect to UE, which was acquired in November 2019. Because UE is treated as a corporation for U.S. federal income tax purposes, it is subject to entity-level U.S. federal income tax. As a result of the Business Combination, Blocker’s allocable share of earnings from DMSH are also subject to U.S. federal and state and local income taxes. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of the Business Combination, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheet. As of December 31, 2020, the total amount of under the Tax Receivable Agreement was $16.3 million, of which $510 thousand was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. |
Earnings per share | Earnings per share Basic earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc., adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. Prior to the Business Combination, the membership structure of DMSH included units which had profit interests. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for January 1, 2020 through July 15, 2020, the Business Combination date. | Earnings per share Basic earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc., adjusted for the assumed exchange of all potentially dilutive securities, including the Private Placement Warrants’ fair value adjustments recognized in earnings, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities, to the extent their inclusion is dilutive earnings per share. Prior to the Business Combination, the membership structure of DMSH included units which had profit interests. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for the year ended December 31, 2019 and January 1, 2020 through July 15, 2020, the Business Combination date. |
New accounting standards | New Accounting Standards Accounting Standards Recently Adopted In January 2020, the Company adopted FASB ASU 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Standards Not Yet Adopted The Company qualifies as an “emerging growth company” and thus, has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance related to reference rate reform, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference LIBOR and are affected by reference rate reform. The Company adopted the standard effective March 31, 2020 and elected the expedient to prospectively adjust the effective interest rate when LIBOR is replaced. We do not expect this standard to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued authoritative guidance ASC 842, Lease Accounting , regarding the accounting for leases, and has since issued subsequent updates to the initial guidance. The amended guidance requires the recognition of assets and liabilities for operating leases. The standard was initially effective for annual and interim reporting periods beginning after December 15, 2019. However, in November 2019, the FASB issued amended guidance, which defers for Emerging Growth Companies (“EGC”) the effective date for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The standard must be adopted using a modified retrospective transition. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets, recognizing assets and related lease liabilities, which may or may not have a material impact on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued authoritative guidance regarding customer's accounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. These amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). We plan to address which costs should be capitalized, including the cost to acquire the license and the related implementation costs. When we evaluate potential capitalization costs, we will consider external direct costs of materials, third-party service fees to develop the software, costs to obtain software from third-parties, and coding and testing fees directly related to software product. We are permitted to apply either a retrospective or prospective transition approach to adopt this guidance. If the prospective transition is chosen, we will apply the transition requirements to eligible costs incurred after adoption. The guidance is effective for annual periods beginning in 2021 and interim periods in 2022. We are currently evaluating the impact on our consolidated financial statements. In June 2016, the FASB issued authoritative guidance on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a current expected credit loss model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for EGC fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements. | New Accounting Standards Accounting Standards Recently Adopted In January 2020, the Company adopted FASB ASU 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Standards Not Yet Adopted The Company qualifies as an “emerging growth company” and thus, has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance related to reference rate reform, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference LIBOR and are affected by reference rate reform. The Company adopted the standard effective March 31, 2020 and elected the expedient to prospectively adjust the effective interest rate when LIBOR is replaced. We do not expect this standard to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued authoritative guidance ASC 842, Lease Accounting , regarding the accounting for leases, and has since issued subsequent updates to the initial guidance. The amended guidance requires the recognition of assets and liabilities for operating leases. The standard was initially effective for annual and interim reporting periods beginning after December 15, 2019. However, in November 2019, the FASB issued amended guidance, which defers for Emerging Growth Companies (“EGC”) the effective date for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The standard must be adopted using a modified retrospective transition. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets, recognizing assets and related lease liabilities, which may or may not have a material impact on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued authoritative guidance regarding customer's accounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. These amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). We plan to address which costs should be capitalized, including the cost to acquire the license and the related implementation costs. When we evaluate potential capitalization costs, we will consider external direct costs of materials, third-party service fees to develop the software, costs to obtain software from third-parties, and coding and testing fees directly related to software product. We are permitted to apply either a retrospective or prospective transition approach to adopt this guidance. If the prospective transition is chosen, we will apply the transition requirements to eligible costs incurred after adoption. The guidance is effective for annual periods beginning in 2021 and interim periods in 2022. We are currently evaluating the impact on our consolidated financial statements. In June 2016, the FASB issued authoritative guidance on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a current expected credit loss model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for EGC fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Q1) (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC. | Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the SEC. |
Principles of consolidation | Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 55.5% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination) retained approximately 44.5% of the membership interest in DMSH (“non-controlling interests”). The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity. | Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 55.5% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination) retained approximately 44.5% of the membership interest in DMSH (“non-controlling interests”). The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity. |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of net assets acquired in business combinations, loss contingencies, asset impairments, deferred taxes and amounts associated with the Tax Receivable Agreement related to the Business Combination. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of net assets acquired in business combinations, loss contingencies, asset impairments, deferred taxes and amounts associated with the Tax Receivable Agreement related to the Business Combination. |
Revenue recognition | Revenue recognition The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in Accounting Standards Update (“ASC”) 606, Revenue from Contracts with Customers: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients are subjected to a credit review process that evaluates the client’s financial position and the ability and intention to pay. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers and strategic partners that we engage with to generate targeted marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. Other than certain of its managed services arrangements, the Company is the principal in the transaction. For the transactions where the Company is the principal, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. Customer acquisition The Company’s performance obligation for Customer acquisition contracts is to deliver an unspecified number of potential customers or leads (i.e., number of clicks, emails, calls and applications) to the customer in real-time, on a daily basis as the leads are generated, based on predefined qualifying characteristics specified by our customer. The contracts generally have a one-month term and the Company has an enforceable right to payment for all leads delivered to the customer. The Company’s customers simultaneously receive and consume the benefits provided, as the Company satisfies its performance obligations. The Company recognizes revenue as the performance obligations are satisfied over time. When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized and the corresponding amounts are recorded as unbilled revenue (i.e., contract assets) within Accounts receivable, net on the consolidated balance sheets. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. Managed services The Company’s performance obligation for Managed service contracts is to provide continuous service of managing the customer’s media spend for the purpose of generating leads through a third-party supplier of leads, as requested by our customer. Each month of service is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligation is satisfied each month and there is no estimation of revenue required at each reporting period for managed services contracts. The Company enters into agreements with Internet search companies, third-party publishers and/or strategic partners to generate customer acquisition services for their Managed service customers. The Company receives a fee from its customers and separately pays a fee to the Internet search companies, third-party publishers and/or strategic partners. The third-party supplier is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer. Therefore, in certain cases, the Company acts as the agent and the net fees earned by the Company are recorded as revenue, with no associated costs of revenue attributable to the Company. Software services The Company’s performance obligation for Software services contracts is to provide the customer with continuous, daily access to the Company’s proprietary software. Service provided each month is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligations are satisfied each month and there is no estimation of revenue required at each reporting period for Software services contracts. | Revenue recognition The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606, Revenue from Contracts with Customers: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients are subjected to a credit review process that evaluates the clients’ financial position and the ability and intention to pay. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers and strategic partners that we engage with to generate targeted marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. Other than certain of its managed services arrangements, the Company is the principal in the transaction. For the transactions where the Company is the principal, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. Customer acquisition The Company’s performance obligation for Customer acquisition contracts is to deliver an unspecified number of potential customers or leads (i.e., number of clicks, emails, calls and applications) to the customer in real-time, on a daily basis as the leads are generated, based on predefined qualifying characteristics specified by our customer. The contracts generally have a one-month term and the Company has an enforceable right to payment for all leads delivered to the customer. The Company’s customers simultaneously receive and consume the benefits provided, as the Company satisfies its performance obligations. The Company recognizes revenue as the performance obligations are satisfied over time. When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized and the corresponding amounts are recorded as unbilled revenue (i.e., contract assets) within Accounts receivable, net on the consolidated balance sheets. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. Managed services The Company’s performance obligation for Managed service contracts is to provide continuous service of managing the customer’s media spend for the purpose of generating leads through a third-party supplier of leads, as requested by our customer. Each month of service is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligation is satisfied each month and there is no estimation of revenue required at each reporting period for managed services contracts. The Company enters into agreements with internet search companies, third-party publishers and/or strategic partners to generate customer acquisition services for their Managed service customers. The Company receives a fee from its customers and separately pays a fee to the internet search companies, third-party publishers and/or strategic partners. The third-party supplier is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer. Therefore, in certain cases, the Company acts as the agent and the net fees earned by the Company are recorded as revenue, with no associated costs of revenue attributable to the Company. Software services The Company’s performance obligation for Software services contracts is to provide the customer with continuous, daily access to the Company’s proprietary software. Service provided each month is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligations are satisfied each month and there is no estimation of revenue required at each reporting period for Software services contracts. The Company derives revenue primarily through the delivery of various types of services, including: customer acquisition, managed services and software as a service (“SaaS”). The Company recognizes revenue when the promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company has elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized in the amount to which the Company has the right to invoice for services performed. The Company has organized its operations into three reportable segments: Brand-Direct, Marketplace and Other. The Brand Direct reportable segment consists of services delivered against our customer’s brand, while the Marketplace reportable segment includes services delivered directly against the DMS brand. In the Other reportable segment, services offered by the Company include software services and digital media services that are managed on behalf of the customer. Corporate and other represents other business activities and include eliminating entries. Management uses these segments to evaluate the performance of its businesses and to assess its financial results and forecasts. |
Cost of revenue | Cost of revenue Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition. These media costs are used primarily to drive user traffic to the Company’s and its clients’ media properties. Cost of revenue additionally consists of indirect costs such as data verification, hosting and fulfillment costs. Cost of revenue is presented exclusive of depreciation and amortization expenses, as well as salaries and related costs. | Cost of revenue Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition. These media costs are used primarily to drive user traffic to the Company’s and its clients’ media properties. Cost of revenue additionally consists of indirect costs such as data verification, hosting and fulfillment costs. Cost of revenue is presented exclusive of depreciation and amortization expenses, as well as salaries and related costs. |
Cash and cash equivalents | Cash and cash equivalents The Company considers highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of the purchase to be cash equivalents. The Company’s cash is primarily held as cash deposits with no cash restrictions at retail and commercial banks. | Cash and cash equivalents The Company considers highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of the purchase to be cash equivalents. The Company’s cash is primarily held as cash deposits with no cash restrictions at retail and commercial banks. |
Accounts receivable, net | Accounts receivable, net Accounts receivables are recorded net of the allowance for doubtful accounts. Management determines the allowance for doubtful accounts based on factors including past write-offs and delinquency trends and current credit conditions. Accounts are written off when management determines that collection is unlikely. As of March 31, 2021 and 2020, the allowance for doubtful accounts was $3.5 million and $3.1 million, respectively, and bad debts expense was $0.4 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively. | Accounts receivable, net Accounts receivables are recorded net of the allowance for doubtful accounts. Management determines the allowance for doubtful accounts based on factors including past write-offs and delinquency trends and current credit conditions. Accounts are written off when management determines that collection is unlikely. As of December 31, 2020 and 2019, the allowance for doubtful accounts was $3.1 million and $0.9 million, respectively, and bad debts expense was $3.0 million and $1.6 million for the years ended December 31, 2020 and 2019, respectively. |
Property and equipment, net | Property and equipment, net Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment consist of computer and office equipment, furniture and fixtures and leasehold improvements, which are depreciated on a straight-line basis over the estimated useful lives of the assets. Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment, for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. If such events or circumstances are present, a loss is recognized to the extent the carrying value of the asset is in excess of estimated fair value. | Property and equipment, net Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment consist of computer and office equipment, furniture and fixtures and leasehold improvements, which are depreciated on a straight-line basis over the estimated useful lives of the assets. Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment, for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. If such events or circumstances are present, a loss is recognized to the extent the carrying value of the asset is in excess of estimated fair value. |
Software development costs | Software development costs Costs for software developed for internal use are capitalized as Property and equipment on the Consolidated Balance Sheets during the preliminary stage and post-implementation stages and any initial research and development and maintenance costs are expensed as incurred. Costs incurred in the application development stage are capitalized when the internal use software is placed in service, and amortized over the estimated economic life of the software from the date of implementation. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including estimated economic life. Capitalized software development costs are amortized on a straight line basis over 3 years, an estimated useful life. | Software development costs Costs for software developed for internal use are capitalized as intangible assets on the Consolidated Balance Sheets during the preliminary stage and post-implementation stages and any initial research and development and maintenance costs are expensed as incurred. Costs incurred in the application development stage are capitalized when the internal use software is placed in service, and amortized over the estimated economic life of the software from the date of implementation. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including estimated economic life. Capitalized software development costs are amortized on a straight line basis over 3 years, an estimated useful life. |
Goodwill and other intangible assets | Goodwill and other intangible assets As of the acquisition date, the Company measures and recognizes goodwill as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any non-controlling interest in the acquiree (if any), and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of net assets acquired and liabilities assumed. Goodwill acquired in Business Combinations is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date. On an annual basis, the Company performs a qualitative assessment of goodwill to determine whether it is necessary to perform a quantitative impairment test or more frequently upon the occurrence of certain triggering events or substantive changes in circumstances. The Company is only required to perform the annual quantitative goodwill impairment test if it is concluded that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Finite-lived intangible assets primarily consist of software with related technology, customer relationships, non-competition agreements and brand. These assets are initially capitalized based on fair value, acquisition cost, and fair value, if acquired as part of a business combination. The related costs are subsequently amortized on a straight-line basis over the estimated useful lives of the assets. The Company tests intangible assets with finite useful lives for impairment when a triggering event occurs, or circumstances change indicating that the fair value of the entity may be below its carrying amount. If no triggering event occurs, further impairment testing is not necessary. | Goodwill and other intangible assets As of the acquisition date, the Company measures and recognizes goodwill as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any non-controlling interest in the acquiree (if any), and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of net assets acquired and liabilities assumed. Goodwill acquired in Business Combinations is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date. On an annual basis, the Company performs a qualitative assessment of goodwill to determine whether it is necessary to perform a quantitative impairment test or more frequently upon the occurrence of certain triggering events or substantive changes in circumstances. The Company is only required to perform the annual quantitative goodwill impairment test if it is concluded that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Finite-lived intangible assets primarily consist of software with related technology, customer relationships, non-competition agreements and brand. These assets are initially capitalized based on fair value, acquisition cost, and fair value, if acquired as part of a business combination. The related costs are subsequently amortized on a straight-line basis over the estimated useful lives of the assets. The Company tests intangible assets with finite useful lives for impairment when a triggering event occurs, or circumstances change indicating that the fair value of the entity may be below its carrying amount. If no triggering event occurs, further impairment testing is not necessary. |
Contingencies and Contingent consideration | Contingencies The Company is subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. An estimated liability is recorded for those proceedings and claims when the loss from such proceedings and claims becomes probable and reasonably estimable. Outstanding claims are reviewed with internal and external counsel to assess the probability and the estimates of loss, including the possible range of an estimated loss. The risk of loss is reassessed each period and as new information becomes available and liabilities are adjusted as appropriate. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position but could possibly be material to the consolidated results of operations or cash flows for any one period. Contingent consideration The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. If the contingent consideration is payable in cash, the Company classifies its contingent consideration as a liability. Contingent consideration payments related to acquisitions are measured at fair value at each reporting period using Level 3 unobservable inputs. The Company’s estimates of fair value are based upon projected cash flow, estimated volatility and other inputs but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in income from operations in the consolidated statements of operations. | Contingencies The Company is subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. An estimated liability is recorded for those proceedings and claims when the loss from such proceedings and claims becomes probable and reasonably estimable. Outstanding claims are reviewed with internal and external counsel to assess the probability and the estimates of loss, including the possible range of an estimated loss. The risk of loss is reassessed each period and as new information becomes available and liabilities are adjusted as appropriate. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position but could possibly be material to the consolidated results of operations or cash flows for any one period. |
Business combinations | Business combinations Under the acquisition method of accounting, the Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. As a result, actual results may differ from these estimates. During the measurement period, the Company may record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings. At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company also measures the fair values of all non-contractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or a liability. Acquisition related costs not considered part of the consideration are expensed as incurred. | Business combinations Under the acquisition method of accounting, the Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. As a result, actual results may differ from these estimates. During the measurement period, the Company may record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings. At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company also measures the fair values of all non-contractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or a liability. Acquisition related costs not considered part of the consideration are expensed as incurred. Contingent consideration The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. If the contingent consideration is payable in cash, the Company classifies its contingent consideration as a liability. Contingent consideration payments related to acquisitions are measured at fair value at each reporting period using Level 3 unobservable inputs. The Company’s estimates of fair value are based upon projected cash flow, estimated volatility and other inputs but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in income from operations in the consolidated statements of operations. |
Fair value measurement | Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In most cases, the exit price and transaction (or entry) price will be the same at initial recognition. In this case, the fair value of financial instruments approximate fair value. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability. • Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities. • Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. • Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In most cases, the exit price and transaction (or entry) price will be the same at initial recognition. In this case, the fair value of financial instruments approximate fair value. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability. • Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities. • Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. • Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. |
Warrants | Warrants The Private Placement Warrants meet the definition of a derivative under ASC 815. The Private Placement Warrants are recorded as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of earnings (loss) and consolidated statements of comprehensive income (loss) at each reporting date. The Private Placement Warrants are valued using a Black-Scholes-Merton option pricing model using a combination of the historical share price volatility of the Company’s and other similar companies’ share prices and the implied volatility of the public warrants, market price and exercise price and the remaining life of the Private Placement Warrants. | |
Advertising costs | Advertising costs All advertising, promotional and marketing costs are expensed when incurred. Advertising, promotional and marketing costs for the three months ended March 31, 2021 and 2020 were $0.2 million and $0.5 million, respectively. | Advertising costs All advertising, promotional and marketing costs are expensed when incurred. Advertising, promotional and marketing costs for the years ended December 31, 2020 and 2019 were $1.2 million and $1.6 million, respectively. |
Stock-based compensation | Stock-based compensation Stock-based compensation is measured using the grant-date fair value of the award of equity instruments, including stock options and restricted stock units (“RSUs”). The expense is recognized over the requisite service period and forfeitures are recognized as incurred. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility in the fair market value of the Company’s common stock, a risk-free interest rate and expected dividends. The Company uses the simplified calculation of expected life as the contractual term for options of 10 years is longer than the Company has been publicly traded. The Company does not have enough historical perspective to estimate its volatility of its publicly traded shares or units. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution. | Stock-based compensation Stock-based compensation is measured using the grant-date fair value of the award of equity instruments, including stock options and restricted stock units (“RSUs”). The expense is recognized over the requisite service period and forfeitures are recognized as incurred. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility in the fair market value of the Company’s common stock, a risk-free interest rate and expected dividends. The Company uses the simplified calculation of expected life as the contractual term for options of 10 years is longer than the Company has been publicly traded. The Company does not have enough historical perspective to estimate its volatility of its publicly traded shares or units. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution. |
Income taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. DMSH, the Company’s accounting predecessor, is a limited liability company treated as a partnership for U.S. federal income tax purposes and is not subject to entity-level U.S. federal income tax, except with respect to UE, which was acquired in November 2019. Because UE is treated as a corporation for U.S. federal income tax purposes, it is subject to entity-level U.S. federal income tax. As a result of the Business Combination, Blocker’s allocable share of earnings from DMSH are also subject to U.S. federal and state and local income taxes. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of the Business Combination, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheet. As of March 31, 2021, the total amount of liability under the Tax Receivable Agreement was $16.3 million, of which $0.5 million was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. DMSH, the Company’s accounting predecessor, is a limited liability company treated as a partnership for U.S. federal income tax purposes and is not subject to entity-level U.S. federal income tax, except with respect to UE, which was acquired in November 2019. Because UE is treated as a corporation for U.S. federal income tax purposes, it is subject to entity-level U.S. federal income tax. As a result of the Business Combination, Blocker’s allocable share of earnings from DMSH are also subject to U.S. federal and state and local income taxes. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of the Business Combination, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheet. As of December 31, 2020, the total amount of under the Tax Receivable Agreement was $16.3 million, of which $510 thousand was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet. |
Earnings per share | Earnings per share Basic earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc., adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. Prior to the Business Combination, the membership structure of DMSH included units which had profit interests. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for January 1, 2020 through July 15, 2020, the Business Combination date. | Earnings per share Basic earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc., adjusted for the assumed exchange of all potentially dilutive securities, including the Private Placement Warrants’ fair value adjustments recognized in earnings, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities, to the extent their inclusion is dilutive earnings per share. Prior to the Business Combination, the membership structure of DMSH included units which had profit interests. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for the year ended December 31, 2019 and January 1, 2020 through July 15, 2020, the Business Combination date. |
New accounting standards | New Accounting Standards Accounting Standards Recently Adopted In January 2020, the Company adopted FASB ASU 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Standards Not Yet Adopted The Company qualifies as an “emerging growth company” and thus, has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance related to reference rate reform, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference LIBOR and are affected by reference rate reform. The Company adopted the standard effective March 31, 2020 and elected the expedient to prospectively adjust the effective interest rate when LIBOR is replaced. We do not expect this standard to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued authoritative guidance ASC 842, Lease Accounting , regarding the accounting for leases, and has since issued subsequent updates to the initial guidance. The amended guidance requires the recognition of assets and liabilities for operating leases. The standard was initially effective for annual and interim reporting periods beginning after December 15, 2019. However, in November 2019, the FASB issued amended guidance, which defers for Emerging Growth Companies (“EGC”) the effective date for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The standard must be adopted using a modified retrospective transition. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets, recognizing assets and related lease liabilities, which may or may not have a material impact on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued authoritative guidance regarding customer's accounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. These amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). We plan to address which costs should be capitalized, including the cost to acquire the license and the related implementation costs. When we evaluate potential capitalization costs, we will consider external direct costs of materials, third-party service fees to develop the software, costs to obtain software from third-parties, and coding and testing fees directly related to software product. We are permitted to apply either a retrospective or prospective transition approach to adopt this guidance. If the prospective transition is chosen, we will apply the transition requirements to eligible costs incurred after adoption. The guidance is effective for annual periods beginning in 2021 and interim periods in 2022. We are currently evaluating the impact on our consolidated financial statements. In June 2016, the FASB issued authoritative guidance on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a current expected credit loss model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for EGC fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements. | New Accounting Standards Accounting Standards Recently Adopted In January 2020, the Company adopted FASB ASU 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Standards Not Yet Adopted The Company qualifies as an “emerging growth company” and thus, has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance related to reference rate reform, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference LIBOR and are affected by reference rate reform. The Company adopted the standard effective March 31, 2020 and elected the expedient to prospectively adjust the effective interest rate when LIBOR is replaced. We do not expect this standard to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued authoritative guidance ASC 842, Lease Accounting , regarding the accounting for leases, and has since issued subsequent updates to the initial guidance. The amended guidance requires the recognition of assets and liabilities for operating leases. The standard was initially effective for annual and interim reporting periods beginning after December 15, 2019. However, in November 2019, the FASB issued amended guidance, which defers for Emerging Growth Companies (“EGC”) the effective date for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The standard must be adopted using a modified retrospective transition. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets, recognizing assets and related lease liabilities, which may or may not have a material impact on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued authoritative guidance regarding customer's accounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. These amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). We plan to address which costs should be capitalized, including the cost to acquire the license and the related implementation costs. When we evaluate potential capitalization costs, we will consider external direct costs of materials, third-party service fees to develop the software, costs to obtain software from third-parties, and coding and testing fees directly related to software product. We are permitted to apply either a retrospective or prospective transition approach to adopt this guidance. If the prospective transition is chosen, we will apply the transition requirements to eligible costs incurred after adoption. The guidance is effective for annual periods beginning in 2021 and interim periods in 2022. We are currently evaluating the impact on our consolidated financial statements. In June 2016, the FASB issued authoritative guidance on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a current expected credit loss model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for EGC fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements. |
BUSINESS, BASIS OF PRESENTATI_3
BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (FY) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The impact of this correction for the financial statement line items impacted as of and for the year ended December 31, 2020, is as follows (in millions, except per share data): Twelve Months Ended December 31, 2020 As Reported Restatement Impact As Restated Consolidated Statements of Earnings (Loss): General and administrative expenses $ 29,620 $ 400 $ 30,020 Income (loss) from operations $ 12,351 $ 400 $ 11,951 Change in fair value of warrant liabilities $ — $ 8,840 $ 8,840 Income (loss) before income taxes $ (1,389) $ (9,240) $ (10,629) Net income (loss) $ (4,474) $ (9,240) $ (13,714) Net income (loss) attributable to non-controlling interest $ (2,222) $ (2,796) $ (5,018) Net income (loss) attributable to Digital Media Solutions, Inc. $ (2,252) $ (6,444) $ (8,696) Earnings (loss) per share: Basic and diluted $ (0.07) $ (0.16) $ (0.23) Weighted-average shares outstanding - basic and diluted 32,335 32,335 32,335 December 31, 2020 As Reported Restatement Impact As Restated Consolidated Balance Sheets: Private Placement Warrant liabilities $ — $ 22,080 $ 22,080 Total liabilities $ 276,025 $ 22,080 $ 298,105 Additional paid-in-capital $ (40,901) $ (7,126) $ (48,027) Retained earnings $ 1,953 $ (5,099) $ (3,146) Total stockholders' deficit $ (38,942) $ (12,225) $ (51,167) Non-controlling interest $ (34,663) $ (9,855) $ (44,518) Total deficit $ (73,605) $ (22,080) $ (95,685) The following represents the reconciliation of our unaudited interim Consolidated Balance Sheets as of September 30, 2020; September 30, 2020 As Reported Restatement Impact As Restated Consolidated Balance Sheets: Private Placement Warrant liabilities $ — $ 9,400 $ 9,400 Total liabilities $ 263,665 $ 9,400 $ 273,065 Additional paid-in-capital $ (43,145) $ (7,126) $ (50,271) Retained earnings $ 5,342 $ 1,898 $ 7,240 Total stockholders' deficit $ (37,797) $ (5,228) $ (43,025) Non-controlling interest $ (32,873) $ (4,172) $ (37,045) Total deficit $ (70,670) $ (9,400) $ (80,070) The following represents the reconciliation of our unaudited interim Consolidated Statement of Operations for the three months ended September 30, 2020 and December 31, 2020 and nine months ended September 30, 2020, “As restated” periods); Three Months Ended September 30, 2020 As Reported Restatement Impact As Restated Consolidated Statements of Earnings (Loss): General and administrative expenses $ 6,407 $ 400 $ 6,807 Income (loss) from operations $ 2,879 $ 400 $ 2,479 Change in fair value of warrant liabilities $ — $ (3,840) $ (3,840) Income (loss) from operations before income taxes $ (542) $ 3,440 $ 2,898 Net income (loss) $ (2,178) $ 3,440 $ 1,262 Net loss attributable to non-controlling interest $ (3,315) $ 5,777 $ 2,463 Net income (loss) attributable to Digital Media Solutions, Inc. $ 1,137 $ (2,338) $ (1,201) Earnings per share (loss) attributable to Digital Media Solutions, Inc.: Basic and diluted $ 0.04 $ (0.03) $ 0.01 Weighted-average shares outstanding - basic and diluted $ 32,294 $ 32,294 Three Months Ended December 31, 2020 As Reported Restatement Impact As Restated Consolidated Statements of Earnings (Loss): Change in fair value of warrant liabilities $ — $ 12,680 $ 12,680 Income (loss) from operations before income taxes $ (4,003) $ (12,680) $ (16,683) Net income (loss) $ (5,187) $ (12,680) $ (17,867) Net loss attributable to non-controlling interest $ (1,798) $ (5,683) $ (7,481) Net income (loss) attributable to Digital Media Solutions, Inc. $ (3,389) $ (6,997) $ (10,386) Earnings per share (loss) attributable to Digital Media Solutions, Inc.: Basic and diluted $ (0.10) $ (0.22) $ (0.32) Weighted-average shares outstanding - basic and diluted $ 32,369 $ 32,369 Nine Months Ended September 30, 2020 As Reported Restatement Impact As Restated Consolidated Statements of Earnings (Loss): General and administrative expenses $ 16,356 $ 400 $ 16,756 Income (loss) from operations $ 13,316 $ (400) $ 12,916 Change in fair value of warrant liabilities $ — $ (3,840) $ (3,840) Income (loss) from operations before income taxes $ 2,614 $ 3,440 $ 6,054 Net income (loss) $ 713 $ 3,440 $ 4,153 Net loss attributable to non-controlling interest $ (424) $ 2,887 $ 2,463 Net income (loss) attributable to Digital Media Solutions, Inc. $ 1,137 $ 553 $ 1,690 Earnings per share (loss) attributable to Digital Media Solutions, Inc.: Basic and diluted $ 0.04 $ 0.05 $ 0.09 Weighted-average shares outstanding - basic and diluted $ 32,294 $ 32,294 |
REVENUE (FY) (Tables)
REVENUE (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
DISAGGREGATION OF REVENUE | The following tables presents the disaggregation of revenue by reportable segment and type of service (in thousands): Brand Marketplace Other Corporate Total Three Months Ended March 31, 2021 Net revenue: Customer acquisition $ 52,901 $ 49,101 $ — $ (10,652) $ 91,350 Managed services 3,278 158 510 — 3,946 Software services — — 1,507 — 1,507 Total Net revenue $ 56,179 $ 49,259 $ 2,017 $ (10,652) $ 96,803 Three Months Ended March 31, 2020 Net revenue: Customer acquisition $ 38,453 $ 34,178 $ — $ (3,610) $ 69,021 Managed services 2,448 — 450 — 2,898 Software services — — 809 — 809 Total Net revenue $ 40,901 $ 34,178 $ 1,259 $ (3,610) $ 72,728 | The following tables present the disaggregation of revenue by reportable segment and type of service (in thousands): Brand Marketplace Other Corporate Total Year ended December 31, 2020 Net revenue: Customer acquisition $ 179,681 $ 155,999 $ — $ (30,051) $ 305,630 Managed services 17,869 — 6,139 — 24,008 Software services — — 3,218 — 3,218 Total Net revenue $ 197,550 $ 155,999 $ 9,357 $ (30,051) $ 332,856 Year ended December 31, 2019 Net revenue: Customer acquisition $ 162,648 $ 73,398 $ — $ (15,437) $ 220,609 Managed services 12,090 — 2,533 — 14,623 Software services — — 3,064 — 3,064 Total Net revenue $ 174,738 $ 73,398 $ 5,597 $ (15,437) $ 238,296 |
REPORTABLE SEGMENTS (FY) (Table
REPORTABLE SEGMENTS (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT | The following tables are a reconciliation of the operations of our segments to income from operations (in thousands): Three Months Ended March 31, 2021 Brand Marketplace Other Corporate Total Net revenue $ 56,179 $ 49,259 $ 2,017 $ (10,652) $ 96,803 Cost of revenue 41,061 36,599 416 (8,894) 69,182 Gross profit $ 15,118 $ 12,660 $ 1,601 $ (1,758) $ 27,621 Salaries and related costs 10,269 General and administrative expenses 6,962 Acquisition costs 1,494 Depreciation and amortization 5,419 Income from operations $ 3,477 Three Months Ended March 31, 2020 Brand Marketplace Other Corporate Total Net revenue $ 40,901 $ 34,178 $ 1,259 $ (3,610) $ 72,728 Cost of revenue 30,888 22,899 31 (3,659) 50,159 Gross profit $ 10,013 $ 11,279 $ 1,228 $ 49 $ 22,569 Salaries and related costs 8,331 General and administrative expenses 5,297 Acquisition costs 27 Depreciation and amortization 4,315 Loss from operations $ 4,599 | The following tables are a reconciliation of the operations of our segments to income from operations (in thousands): Year ended December 31, 2020 Brand Marketplace Other Corporate As Restated Total Net revenue $ 197,550 $ 155,999 $ 9,357 $ (30,051) $ 332,856 Cost of revenue 151,526 109,921 3,335 (30,051) 234,731 Gross profit $ 46,024 $ 46,078 $ 6,022 $ — $ 98,125 Salaries and related costs 33,386 General and administrative expenses 30,020 Acquisition costs 4,814 Depreciation and amortization 17,954 Income from operations $ 11,951 Year ended December 31, 2019 Brand Marketplace Other Corporate Total Net revenue $ 174,738 $ 73,398 $ 5,597 $ (15,437) $ 238,296 Cost of revenue 130,429 46,613 113 (15,580) 161,575 Gross profit $ 44,309 $ 26,785 $ 5,484 $ 143 $ 76,721 Salaries and related costs 27,978 General and administrative expenses 19,927 Acquisition costs 19,234 Depreciation and amortization 9,745 Loss from operations $ (163) |
PROPERTY AND EQUIPMENT (FY) (Ta
PROPERTY AND EQUIPMENT (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY, PLANT AND EQUIPMENT | The following table presents major classifications of property and equipment and the related useful lives (in thousands, except useful lives): Useful Lives March 31, 2021 December 31, 2020 Computers and office equipment 3 $ 2,010 $ 1,684 Furniture and fixtures 5 $ 905 $ 305 Leasehold improvements 7 $ 692 $ 320 Software development costs 3 $ 20,774 $ 18,913 Total $ 24,381 $ 21,222 Less: Accumulated depreciation and amortization $ (7,853) $ (6,206) Property and equipment, net $ 16,528 $ 15,016 | The following table presents major classifications of property and equipment and the related useful lives (in thousands, except useful lives): December 31, Useful Lives 2020 2019 Computers and office equipment 3 years $ 1,684 $ 1,750 Furniture and fixtures 5 years 305 901 Leasehold improvements 7 years 320 503 Software development costs 3 years 18,913 8,798 Total 21,222 11,952 Less: Accumulated depreciation and amortization (6,206) (3,224) Property and equipment, net $ 15,016 $ 8,728 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 Marketplace Other Total Balance, December 31, 2020 $ 8,616 $ 32,660 $ 3,628 $ 44,904 Additions (Note 8) 4,853 — — 4,853 Balance, March 31, 2021 $ 13,469 $ 32,660 $ 3,628 $ 49,757 | Changes in the carrying value of goodwill, by reportable segment, were as follows (in thousands): Brand Marketplace Other Total Balance, January 1, 2019 $ 8,616 $ 2,937 $ 550 $ 12,103 Additions (Note 8) — 29,723 — 29,723 Balance, December 31, 2019 8,616 32,660 550 41,826 Additions (Note 8) — — 3,078 3,078 Balance, December 31, 2020 $ 8,616 $ 32,660 $ 3,628 $ 44,904 |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS | Finite-lived intangible assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Amortization Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Technology 3 to 5 $ 58,508 $ (22,795) $ 35,713 $ 48,008 $ (21,454) $ 26,554 Customer relationships 1 to 12 28,092 (7,621) 20,471 21,794 (6,749) 15,045 Brand 1 to 5 4,521 (1,174) 3,347 4,295 (961) 3,334 Non-competition agreements 3 2,222 (724) 1,498 2,105 (591) 1,514 Total $ 93,343 $ (32,314) $ 61,029 $ 76,202 $ (29,755) $ 46,447 | Finite-lived intangible assets consisted of the following (in thousands): December 31, 2020 December 31, 2019 Amortization Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Technology 3 to 5 $ 48,008 $ (21,454) $ 26,554 $ 47,946 $ (9,751) $ 38,195 Customer relationships 1 to 12 21,794 (6,749) 15,045 19,583 (3,078) 16,505 Brand 1 to 5 4,295 (961) 3,334 4,187 (2,556) 1,631 Non-competition agreements 3 2,105 (591) 1,514 1,815 (211) 1,604 Total $ 76,202 $ (29,755) $ 46,447 $ 73,531 $ (15,596) $ 57,935 |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE | Amortization expense relating to intangible assets subject to amortization for each of the next five years and thereafter is estimated to be as follows (in thousands): 2021 2022 2023 2024 2025 and Thereafter Amortization expense $ 13,058 $ 12,154 $ 9,134 $ 6,585 $ 5,474 |
DEBT (FY) (Tables)
DEBT (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF LONG-TERM DEBT INSTRUMENTS | The following table presents the components of outstanding debt (in thousands): March 31, 2021 December 31, 2020 Term loan $ 189,546 $ 190,541 Revolving credit facility 4,000 4,000 Delayed draw term loan 8,194 8,236 Notes payable - insurance premium 247 1,074 Total debt 201,987 203,851 Unamortized debt issuance costs (2,060) (2,293) Debt, net 199,927 201,558 Current portion of long-term debt (7,141) (7,967) Long-term debt $ 192,786 $ 193,591 | The following table presents the components of outstanding debt (in thousands): December 31, 2020 December 31, 2019 Term loan $ 190,541 $ 194,810 Revolving credit facility 4,000 5,000 Delayed draw term loan 8,236 8,429 Notes payable- insurance premium 1,074 — Total debt 203,851 208,239 Unamortized debt issuance costs (2,293) (3,041) Debt, net 201,558 205,198 Current portion of long-term debt (7,967) (4,150) Long-term debt $ 193,591 $ 201,048 |
SCHEDULE OF MATURITIES OF LONG-TERM DEBT | The scheduled maturities of our total debt are estimated as follows at March 31, 2021 (in thousands): (in thousands) 2021 7,141 2022 8,000 2023 186,846 2024 $ — 2025 and thereafter $ — $ 201,987 | The scheduled maturities of our total debt are estimated as follows at December 31, 2020 (in thousands): (in thousands) 2021 $ 7,967 2022 8,000 2023 187,884 2024 — 2025 and thereafter — $ 203,851 |
ACQUISITIONS (FY) (Tables)
ACQUISITIONS (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED | The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): February 1, 2021 Goodwill 4,853 Brand 226 Non-competition agreements 117 Technology 10,500 Customer relationships 7,920 Other assets acquired 5,100 Liabilities assumed (3,446) Net assets acquired $ 25,270 The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): July 16, 2020 Goodwill $ 3,078 Brand 277 Customer relationships 2,500 Accounts receivable 576 Other assets acquired 30 Liabilities assumed (662) Net assets acquired $ 5,799 | The following table presents the fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): July 16, 2020 Goodwill $ 3,078 Brand 277 Customer relationships (1) 2,500 Accounts receivable 576 Other assets acquired 30 Liabilities assumed (662) Net assets acquired $ 5,799 (1) On July 16, 2020, the Company acquired all of the outstanding shares of SmarterChaos.com, LLC, a premier digital marketing and online performance management marketer, along with She Is Media, a female-centric performance ad network, (collectively, “SmarterChaos”) for cash and equity of DMSH totaling approximately $5.8 million, which was subject to a working capital adjustment. The working capital adjustment related to total net assets acquired of $5.8 million, which included a $0.3 million reduction to customer relationships, offset by an increase to SmarterChaos goodwill. The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): November 1, 2019 Goodwill $ 29,723 Technology 26,000 Brand 690 Non-competition agreements 1,520 Customer relationships 10,300 Other assets acquired 6,393 Liabilities assumed (9,045) Deferred tax liability (8,961) Net assets acquired $ 56,620 |
FAIR VALUE MEASUREMENTS (FY) (T
FAIR VALUE MEASUREMENTS (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Private Placement Warrants Valuation Inputs | The significant assumptions were as follows: December 31, 2020 Private Placement Warrants Fair Value Per Share $ 5.52 Private Placement Warrant valuation inputs: Stock price $ 12.04 Strike price $ 11.50 Remaining contractual term in years 4.54 Estimated volatility of Class A Common Stock 55.0 % Risk free interest rate 0.32 % | |
FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING | As of March 31, 2021, the Company has approximately 4.0 million Private Placement Warrants outstanding. March 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Total liabilities $ — $ — $ 22,390 $ 22,390 Total $ — $ — $ 22,390 $ 22,390 The following table presents assets and liabilities measured at fair value on a recurring basis (in thousands): March 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Contingent consideration payable $ — $ — $ 5,307 $ 5,307 Total $ — $ — $ 5,307 $ 5,307 | December 31, 2020 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Total liabilities $ — $ — $ 22,080 $ 22,080 Total $ — $ — $ 22,080 $ 22,080 The following table presents assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2019 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Contingent consideration payable $ — $ — $ 1,000 $ 1,000 Total $ — $ — $ 1,000 $ 1,000 |
FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION | The following table represents the change in the contingent consideration (in thousands): Level 3 December 31, 2020 $ — Additions 4,925 Changes in fair value 382 Settlements — March 31, 2021 $ 5,307 | Level 3 December 31, 2019 $ — Additions $ 13,240 Changes in fair value $ 8,840 December 31, 2020 $ 22,080 The following table represents the change in the contingent consideration (in thousands): Level 3 December 31, 2018 $ 10,073 Additions — Changes in fair value 13,841 Settlements (22,914) December 31, 2019 $ 1,000 Additions — Changes in fair value — Settlements (1,000) December 31, 2020 $ — |
EQUITY (FY) (Tables)
EQUITY (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
SCHEDULE OF STOCKHOLDERS EQUITY | The following table sets forth the economic and voting interests of the Company’s common stockholders as of March 31, 2021: Class Total Shares (1) Economic Ownership Economic Ownership Voting Ownership Class A Common Stock 33,687 56.2 % 100.0 % 56.4 % Class B Common Stock 25,999 43.3 % — % 43.6 % (1) Represents the total number of outstanding shares for each class of DMS Inc. common stock as of March 31, 2021. (2) Represents (i) the Class A Common Stock holders’ indirect economic interest in DMSH through their ownership of Class A Common Stock and (ii) the Class B Common Stock holders’ direct economic interest in DMSH through their ownership of DMSH Units. The remaining economic ownership of 0.5% is held by the sellers in SmarterChaos acquisition. (3) Represents the aggregate economic interest in DMS Inc. through the stockholders' ownership of Class A Common Stock. (4) Represents the aggregate voting interest in DMS Inc. through the stockholders' ownership of Company common stock. | The following table sets forth the economic and voting interests of the Company’s common stockholders at December 31, 2020: Class Total Shares (1) Economic Ownership Economic Ownership Voting Ownership Class A Common Stock 32,393 55.2 % 100 % 55.5 % Class B Common Stock 25,999 44.3 % — % 44.5 % (1) Represents the total number of outstanding shares for each class of DMS Inc. common stock at December 31, 2020. On October 22, 2020, as required by the post-closing working capital adjustment provisions of the Business Combination Agreement, (i) the Company issued (a) 98,783 total additional shares of Class A Common Stock to the Blocker Sellers and (b) 142,394 total additional shares of Class B Common Stock to Prism and Clairvest Direct Seller. (2) Represents (i) the Class A Common Stockholders’ indirect economic interest in DMSH through their ownership of Class A Common Stock and (ii) the Class B Common Stock holders’ direct economic interest in DMSH through their ownership of DMSH Units. The remaining economic ownership is held by the sellers in SmarterChaos acquisition. (3) Represents the aggregate economic interest in DMS Inc. through the stockholders' ownership of Class A Common Stock. (4) Represents the aggregate voting interest in DMS Inc. through the stockholders' ownership of Company common stock. |
EMPLOYEE AND DIRECTOR INCENTI_3
EMPLOYEE AND DIRECTOR INCENTIVE PLANS (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
NONVESTED RESTRICTED STOCK SHARES ACTIVITY | The following table presents the restricted share activity for the year ended March 31, 2021 (in thousands, except price per share): Restricted Stock Units Number of Restricted Stock Weighted-Average Grant Date Fair Value Outstanding at December 31, 2020 1,197 $ 7.31 Granted 37 $ 11.65 Forfeited/Canceled 95 $ 11.65 Vested 0 $ — Outstanding at March 31, 2021 1,139 $ 7.09 Vested at March 31, 2021 — — | The following table presents the restricted share activity for the year ended December 31, 2020 (in thousands, except price per share): Restricted Stock Units Number of Restricted Stock Weighted-Average Grant Date Fair Value Outstanding at January 1, 2020 — $ 0 Granted 1,245 $ 7.31 Forfeited/Canceled 48 $ 7.31 Vested — $ 0 Outstanding at December 31, 2020 1,197 $ 7.31 Vested at December 31, 2020 — — Exercisable at December 31, 2020 — — |
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS | The following is the weighted average of the assumptions used in calculating the fair value of the total stock options granted in 2020 using the Black-Scholes method: Fair market value $ 3.28 Risk-free rate 0.5 % Dividend yield — % Expected volatility 49.3 % Expected term (in years) 5.8 years | The following is the weighted average of the assumptions used in calculating the fair value of the total stock options granted in 2020 using the Black-Scholes method: Fair market value $ 3.34 Risk-free rate 0.4 % Dividend yield — % Expected volatility 49.4 % Expected term (in years) 5.9 years |
SHARE-BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY | The following table presents the stock option activity for the quarter ended March 31, 2021 (in thousands, except price per share): Stock Options Number of Stock Options Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in Years) Total Intrinsic Value of Restricted Stock Vested Outstanding at January 1, 2021 551 $ 3.34 5.8 years $ — Granted 27 $ 5.27 5.8 years $ — Exercised — $ — — $ — Forfeited/expired (44) $ 5.27 — $ — Outstanding at March 31, 2021 534 $ 3.28 5.8 years $ — Vested at March 31, 202 — — — — Exercisable at March 31, 2021 — — — — | The following table presents the stock option activity for the year ended December 31, 2020 (in thousands, except price per share): Stock Options Number of Stock Options Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in Years) Total Intrinsic Value of Restricted Stock Vested Outstanding at January 1, 2020 — $ — — $ — Granted 574 $ 3.34 5.9 years $ — Exercised — $ — — $ — Forfeited/expired 23 $ — — $ — Outstanding at December 31, 2020 551 $ 3.34 5.9 years $ — Vested at December 31, 2020 — — — — Exercisable at December 31, 2020 — — — — |
SCHEDULE OF NONVESTED SHARE ACTIVITY | The following table presents non-vested shares for the quarter ended March 31, 2021 (in thousands, except price per share): Non-vested Shares Shares (000) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2021 1,748 $ 7.31 Granted 64 $ 8.96 Vested — $ — Forfeited (139) $ 9.62 Non-vested at March 31, 2021 1,673 $ 5.88 | The following table presents non-vested shares for the year ended December 31, 2020 (in thousands, except price per share): Non-vested Shares Shares (000) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2020 — $ 0 Granted 1,819 $ 7.31 Vested — $ 0 Forfeited 71 $ 7.31 Non-vested at December 31, 2020 1,748 $ 7.31 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
LESSEE, OPERATING LEASE, LIABILITY, MATURITY | At March 31, 2021, the future minimum lease payments for the Company were comprised of the following (in thousands): March 31, 2021 2021 $ 1,562 2022 1,963 2023 1,966 2024 1,537 2025 404 Thereafter — Total $ 7,432 | At December 31, 2020, the future minimum lease payments for the Company were comprised of the following (in thousands): Year Ending December 31: 2021 $ 1,815 2022 1,787 2023 1,845 2024 1,418 2025 404 Thereafter — Total $ 7,269 |
INCOME TAXES (FY) (Tables)
INCOME TAXES (FY) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) | The provision (benefit) for income taxes consist of the following (in thousands): Years Ended 2020 2019 Current: Federal $ 3,101 $ 137 State 216 — Foreign 248 — Total Current 3,565 137 Deferred Federal 69 — State (549) — Foreign — — Total Deferred (480) — Provision for income taxes $ 3,085 $ 137 |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | The provision for income taxes shown above varies from the statutory federal income tax rate for those periods as follows (in thousands): Years Ended 2020 As Restated 2019 Tax provision (benefit) from federal statutory rate $ (2,190) $ (2,330) Tax on income not subject to entity level federal income tax 1,897 2,467 State income taxes, net of federal tax effect (280) 0 Warrant liability fair value change 1,856 0 Other permanent adjustments 434 0 True-ups and other (465) 0 Foreign tax credit (63) 0 Undistributed earnings 823 0 Canadian tax expense 261 0 Valuation Allowance 812 0 Tax provision $ 3,085 $ 137 |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Deferred tax assets and liabilities are composed of the following (in thousands): Years Ended 2020 2019 (In thousands) Deferred income tax assets: Investment in DMS Holdings LLC $ 30,017 $ — Reserve accruals 140 57 Charitable contributions 9 — Interest carryforward 1,158 — Tax credit carryforwards 63 — Property and equipment — 522 Net operating loss 150 — Total gross deferred income tax assets 31,537 579 Less: Valuation allowance (11,626) — Total deferred income tax assets 19,911 579 Deferred income tax liabilities: Intangibles (6,971) (9,254) Property and equipment (193) — Undistributed earnings (823) — Total deferred income tax liabilities (7,987) (9,254) Net deferred income tax asset (liability) $ 11,924 $ (8,675) |
EARNINGS (LOSS) PER SHARE (FY)
EARNINGS (LOSS) PER SHARE (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Three Months Ended March 31, Numerator: Net (loss) income before income taxes $ (212) Less: Net income attributable to non-controlling interests (93) Net income attributable to DMS Inc. $ (119) Denominator: Weighted-average shares of Class A Common Stock outstanding - basic and diluted 33,241 Earnings per share of Class A Common Stock - basic and diluted $ — | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A Common Stock: As Restated Three Months Ended As Restated Year Ended December 31, 2020 Numerator: Net income (loss) $ (17,867) $ (13,714) Less: Net income (loss) attributable to non-controlling interests subsequent to the Business Combination (7,481) (6,363) Net income (loss) (post business combination) attributable to DMS Inc. $ (10,386) $ (7,351) Denominator: Weighted-average shares of Class A Common Stock outstanding - basic and diluted 32,369 32,335 Earnings per share of Class A Common Stock - basic and diluted $ (0.32) $ (0.23) |
QUARTERLY FINANCIAL DATA (UNA_2
QUARTERLY FINANCIAL DATA (UNAUDITED) (FY) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL INFORMATION | The following table provides quarterly information for the years ended December 31, 2020 and 2019 (I n thousands, except per share amounts ): Three Months Ended March 31, June 30, September 30, As Restated December 31, As Restated 2020 Net revenue $ 72,728 $ 75,196 $ 82,829 $ 102,103 Cost of revenue (exclusive of depreciation and amortization shown separately below) $ 50,159 $ 52,402 $ 57,777 $ 74,393 Net income (loss) $ 757 $ 2,134 $ 1,262 $ (17,867) Net income (loss) attributable to non-controlling interest $ — $ — $ 2,463 $ (7,481) Net income attributable to Digital Media Solutions, Inc. $ 757 $ 2,134 $ (1,201) $ (10,386) Earnings per share - Basic N/A N/A $ (0.04) $ (0.32) Earnings per share - Diluted N/A N/A $ (0.04) $ (0.32) Three Months Ended March 31, June 30, September 30, December 31, 2019 Net revenue $ 57,822 $ 57,745 $ 57,575 $ 65,154 Cost of revenue (exclusive of depreciation and amortization shown separately below) $ 39,118 $ 38,865 $ 39,101 $ 33,450 Net income (loss) $ 606 $ (111) $ (9,492) $ (2,233) Net income (loss) attributable to non-controlling interest $ — $ — $ — $ — Net income attributable to Digital Media Solutions, Inc. $ 606 $ (111) $ (9,492) $ (2,233) Earnings per share - Basic N/A N/A N/A N/A Earnings per share - Diluted N/A N/A N/A N/A |
Schedule of Error Corrections and Prior Period Adjustments | The impact of this correction for the financial statement line items impacted as of and for the year ended December 31, 2020, is as follows (in millions, except per share data): Twelve Months Ended December 31, 2020 As Reported Restatement Impact As Restated Consolidated Statements of Earnings (Loss): General and administrative expenses $ 29,620 $ 400 $ 30,020 Income (loss) from operations $ 12,351 $ 400 $ 11,951 Change in fair value of warrant liabilities $ — $ 8,840 $ 8,840 Income (loss) before income taxes $ (1,389) $ (9,240) $ (10,629) Net income (loss) $ (4,474) $ (9,240) $ (13,714) Net income (loss) attributable to non-controlling interest $ (2,222) $ (2,796) $ (5,018) Net income (loss) attributable to Digital Media Solutions, Inc. $ (2,252) $ (6,444) $ (8,696) Earnings (loss) per share: Basic and diluted $ (0.07) $ (0.16) $ (0.23) Weighted-average shares outstanding - basic and diluted 32,335 32,335 32,335 December 31, 2020 As Reported Restatement Impact As Restated Consolidated Balance Sheets: Private Placement Warrant liabilities $ — $ 22,080 $ 22,080 Total liabilities $ 276,025 $ 22,080 $ 298,105 Additional paid-in-capital $ (40,901) $ (7,126) $ (48,027) Retained earnings $ 1,953 $ (5,099) $ (3,146) Total stockholders' deficit $ (38,942) $ (12,225) $ (51,167) Non-controlling interest $ (34,663) $ (9,855) $ (44,518) Total deficit $ (73,605) $ (22,080) $ (95,685) The following represents the reconciliation of our unaudited interim Consolidated Balance Sheets as of September 30, 2020; September 30, 2020 As Reported Restatement Impact As Restated Consolidated Balance Sheets: Private Placement Warrant liabilities $ — $ 9,400 $ 9,400 Total liabilities $ 263,665 $ 9,400 $ 273,065 Additional paid-in-capital $ (43,145) $ (7,126) $ (50,271) Retained earnings $ 5,342 $ 1,898 $ 7,240 Total stockholders' deficit $ (37,797) $ (5,228) $ (43,025) Non-controlling interest $ (32,873) $ (4,172) $ (37,045) Total deficit $ (70,670) $ (9,400) $ (80,070) The following represents the reconciliation of our unaudited interim Consolidated Statement of Operations for the three months ended September 30, 2020 and December 31, 2020 and nine months ended September 30, 2020, “As restated” periods); Three Months Ended September 30, 2020 As Reported Restatement Impact As Restated Consolidated Statements of Earnings (Loss): General and administrative expenses $ 6,407 $ 400 $ 6,807 Income (loss) from operations $ 2,879 $ 400 $ 2,479 Change in fair value of warrant liabilities $ — $ (3,840) $ (3,840) Income (loss) from operations before income taxes $ (542) $ 3,440 $ 2,898 Net income (loss) $ (2,178) $ 3,440 $ 1,262 Net loss attributable to non-controlling interest $ (3,315) $ 5,777 $ 2,463 Net income (loss) attributable to Digital Media Solutions, Inc. $ 1,137 $ (2,338) $ (1,201) Earnings per share (loss) attributable to Digital Media Solutions, Inc.: Basic and diluted $ 0.04 $ (0.03) $ 0.01 Weighted-average shares outstanding - basic and diluted $ 32,294 $ 32,294 Three Months Ended December 31, 2020 As Reported Restatement Impact As Restated Consolidated Statements of Earnings (Loss): Change in fair value of warrant liabilities $ — $ 12,680 $ 12,680 Income (loss) from operations before income taxes $ (4,003) $ (12,680) $ (16,683) Net income (loss) $ (5,187) $ (12,680) $ (17,867) Net loss attributable to non-controlling interest $ (1,798) $ (5,683) $ (7,481) Net income (loss) attributable to Digital Media Solutions, Inc. $ (3,389) $ (6,997) $ (10,386) Earnings per share (loss) attributable to Digital Media Solutions, Inc.: Basic and diluted $ (0.10) $ (0.22) $ (0.32) Weighted-average shares outstanding - basic and diluted $ 32,369 $ 32,369 Nine Months Ended September 30, 2020 As Reported Restatement Impact As Restated Consolidated Statements of Earnings (Loss): General and administrative expenses $ 16,356 $ 400 $ 16,756 Income (loss) from operations $ 13,316 $ (400) $ 12,916 Change in fair value of warrant liabilities $ — $ (3,840) $ (3,840) Income (loss) from operations before income taxes $ 2,614 $ 3,440 $ 6,054 Net income (loss) $ 713 $ 3,440 $ 4,153 Net loss attributable to non-controlling interest $ (424) $ 2,887 $ 2,463 Net income (loss) attributable to Digital Media Solutions, Inc. $ 1,137 $ 553 $ 1,690 Earnings per share (loss) attributable to Digital Media Solutions, Inc.: Basic and diluted $ 0.04 $ 0.05 $ 0.09 Weighted-average shares outstanding - basic and diluted $ 32,294 $ 32,294 |
REVENUE (Q1) (Tables)
REVENUE (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Disaggregation of Revenue | The following tables presents the disaggregation of revenue by reportable segment and type of service (in thousands): Brand Marketplace Other Corporate Total Three Months Ended March 31, 2021 Net revenue: Customer acquisition $ 52,901 $ 49,101 $ — $ (10,652) $ 91,350 Managed services 3,278 158 510 — 3,946 Software services — — 1,507 — 1,507 Total Net revenue $ 56,179 $ 49,259 $ 2,017 $ (10,652) $ 96,803 Three Months Ended March 31, 2020 Net revenue: Customer acquisition $ 38,453 $ 34,178 $ — $ (3,610) $ 69,021 Managed services 2,448 — 450 — 2,898 Software services — — 809 — 809 Total Net revenue $ 40,901 $ 34,178 $ 1,259 $ (3,610) $ 72,728 | The following tables present the disaggregation of revenue by reportable segment and type of service (in thousands): Brand Marketplace Other Corporate Total Year ended December 31, 2020 Net revenue: Customer acquisition $ 179,681 $ 155,999 $ — $ (30,051) $ 305,630 Managed services 17,869 — 6,139 — 24,008 Software services — — 3,218 — 3,218 Total Net revenue $ 197,550 $ 155,999 $ 9,357 $ (30,051) $ 332,856 Year ended December 31, 2019 Net revenue: Customer acquisition $ 162,648 $ 73,398 $ — $ (15,437) $ 220,609 Managed services 12,090 — 2,533 — 14,623 Software services — — 3,064 — 3,064 Total Net revenue $ 174,738 $ 73,398 $ 5,597 $ (15,437) $ 238,296 |
REPORTABLE SEGMENTS (Q1) (Table
REPORTABLE SEGMENTS (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Schedule of Segment Reporting Information, by Segment | The following tables are a reconciliation of the operations of our segments to income from operations (in thousands): Three Months Ended March 31, 2021 Brand Marketplace Other Corporate Total Net revenue $ 56,179 $ 49,259 $ 2,017 $ (10,652) $ 96,803 Cost of revenue 41,061 36,599 416 (8,894) 69,182 Gross profit $ 15,118 $ 12,660 $ 1,601 $ (1,758) $ 27,621 Salaries and related costs 10,269 General and administrative expenses 6,962 Acquisition costs 1,494 Depreciation and amortization 5,419 Income from operations $ 3,477 Three Months Ended March 31, 2020 Brand Marketplace Other Corporate Total Net revenue $ 40,901 $ 34,178 $ 1,259 $ (3,610) $ 72,728 Cost of revenue 30,888 22,899 31 (3,659) 50,159 Gross profit $ 10,013 $ 11,279 $ 1,228 $ 49 $ 22,569 Salaries and related costs 8,331 General and administrative expenses 5,297 Acquisition costs 27 Depreciation and amortization 4,315 Loss from operations $ 4,599 | The following tables are a reconciliation of the operations of our segments to income from operations (in thousands): Year ended December 31, 2020 Brand Marketplace Other Corporate As Restated Total Net revenue $ 197,550 $ 155,999 $ 9,357 $ (30,051) $ 332,856 Cost of revenue 151,526 109,921 3,335 (30,051) 234,731 Gross profit $ 46,024 $ 46,078 $ 6,022 $ — $ 98,125 Salaries and related costs 33,386 General and administrative expenses 30,020 Acquisition costs 4,814 Depreciation and amortization 17,954 Income from operations $ 11,951 Year ended December 31, 2019 Brand Marketplace Other Corporate Total Net revenue $ 174,738 $ 73,398 $ 5,597 $ (15,437) $ 238,296 Cost of revenue 130,429 46,613 113 (15,580) 161,575 Gross profit $ 44,309 $ 26,785 $ 5,484 $ 143 $ 76,721 Salaries and related costs 27,978 General and administrative expenses 19,927 Acquisition costs 19,234 Depreciation and amortization 9,745 Loss from operations $ (163) |
PROPERTY AND EQUIPMENT (Q1) (Ta
PROPERTY AND EQUIPMENT (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY, PLANT AND EQUIPMENT | The following table presents major classifications of property and equipment and the related useful lives (in thousands, except useful lives): Useful Lives March 31, 2021 December 31, 2020 Computers and office equipment 3 $ 2,010 $ 1,684 Furniture and fixtures 5 $ 905 $ 305 Leasehold improvements 7 $ 692 $ 320 Software development costs 3 $ 20,774 $ 18,913 Total $ 24,381 $ 21,222 Less: Accumulated depreciation and amortization $ (7,853) $ (6,206) Property and equipment, net $ 16,528 $ 15,016 | The following table presents major classifications of property and equipment and the related useful lives (in thousands, except useful lives): December 31, Useful Lives 2020 2019 Computers and office equipment 3 years $ 1,684 $ 1,750 Furniture and fixtures 5 years 305 901 Leasehold improvements 7 years 320 503 Software development costs 3 years 18,913 8,798 Total 21,222 11,952 Less: Accumulated depreciation and amortization (6,206) (3,224) Property and equipment, net $ 15,016 $ 8,728 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 Marketplace Other Total Balance, December 31, 2020 $ 8,616 $ 32,660 $ 3,628 $ 44,904 Additions (Note 8) 4,853 — — 4,853 Balance, March 31, 2021 $ 13,469 $ 32,660 $ 3,628 $ 49,757 | Changes in the carrying value of goodwill, by reportable segment, were as follows (in thousands): Brand Marketplace Other Total Balance, January 1, 2019 $ 8,616 $ 2,937 $ 550 $ 12,103 Additions (Note 8) — 29,723 — 29,723 Balance, December 31, 2019 8,616 32,660 550 41,826 Additions (Note 8) — — 3,078 3,078 Balance, December 31, 2020 $ 8,616 $ 32,660 $ 3,628 $ 44,904 |
Schedule of Finite-Lived Intangible Assets | Finite-lived intangible assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Amortization Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Technology 3 to 5 $ 58,508 $ (22,795) $ 35,713 $ 48,008 $ (21,454) $ 26,554 Customer relationships 1 to 12 28,092 (7,621) 20,471 21,794 (6,749) 15,045 Brand 1 to 5 4,521 (1,174) 3,347 4,295 (961) 3,334 Non-competition agreements 3 2,222 (724) 1,498 2,105 (591) 1,514 Total $ 93,343 $ (32,314) $ 61,029 $ 76,202 $ (29,755) $ 46,447 | Finite-lived intangible assets consisted of the following (in thousands): December 31, 2020 December 31, 2019 Amortization Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Technology 3 to 5 $ 48,008 $ (21,454) $ 26,554 $ 47,946 $ (9,751) $ 38,195 Customer relationships 1 to 12 21,794 (6,749) 15,045 19,583 (3,078) 16,505 Brand 1 to 5 4,295 (961) 3,334 4,187 (2,556) 1,631 Non-competition agreements 3 2,105 (591) 1,514 1,815 (211) 1,604 Total $ 76,202 $ (29,755) $ 46,447 $ 73,531 $ (15,596) $ 57,935 |
DEBT (Q1) (Tables)
DEBT (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Long-term Debt Instruments | The following table presents the components of outstanding debt (in thousands): March 31, 2021 December 31, 2020 Term loan $ 189,546 $ 190,541 Revolving credit facility 4,000 4,000 Delayed draw term loan 8,194 8,236 Notes payable - insurance premium 247 1,074 Total debt 201,987 203,851 Unamortized debt issuance costs (2,060) (2,293) Debt, net 199,927 201,558 Current portion of long-term debt (7,141) (7,967) Long-term debt $ 192,786 $ 193,591 | The following table presents the components of outstanding debt (in thousands): December 31, 2020 December 31, 2019 Term loan $ 190,541 $ 194,810 Revolving credit facility 4,000 5,000 Delayed draw term loan 8,236 8,429 Notes payable- insurance premium 1,074 — Total debt 203,851 208,239 Unamortized debt issuance costs (2,293) (3,041) Debt, net 201,558 205,198 Current portion of long-term debt (7,967) (4,150) Long-term debt $ 193,591 $ 201,048 |
Schedule of Maturities of Long-term Debt | The scheduled maturities of our total debt are estimated as follows at March 31, 2021 (in thousands): (in thousands) 2021 7,141 2022 8,000 2023 186,846 2024 $ — 2025 and thereafter $ — $ 201,987 | The scheduled maturities of our total debt are estimated as follows at December 31, 2020 (in thousands): (in thousands) 2021 $ 7,967 2022 8,000 2023 187,884 2024 — 2025 and thereafter — $ 203,851 |
ACQUISITIONS (Q1) (Tables)
ACQUISITIONS (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): February 1, 2021 Goodwill 4,853 Brand 226 Non-competition agreements 117 Technology 10,500 Customer relationships 7,920 Other assets acquired 5,100 Liabilities assumed (3,446) Net assets acquired $ 25,270 The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): July 16, 2020 Goodwill $ 3,078 Brand 277 Customer relationships 2,500 Accounts receivable 576 Other assets acquired 30 Liabilities assumed (662) Net assets acquired $ 5,799 | The following table presents the fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): July 16, 2020 Goodwill $ 3,078 Brand 277 Customer relationships (1) 2,500 Accounts receivable 576 Other assets acquired 30 Liabilities assumed (662) Net assets acquired $ 5,799 (1) On July 16, 2020, the Company acquired all of the outstanding shares of SmarterChaos.com, LLC, a premier digital marketing and online performance management marketer, along with She Is Media, a female-centric performance ad network, (collectively, “SmarterChaos”) for cash and equity of DMSH totaling approximately $5.8 million, which was subject to a working capital adjustment. The working capital adjustment related to total net assets acquired of $5.8 million, which included a $0.3 million reduction to customer relationships, offset by an increase to SmarterChaos goodwill. The following table presents the preliminary fair value allocation of the purchase price to the assets acquired, and liabilities assumed (in thousands): November 1, 2019 Goodwill $ 29,723 Technology 26,000 Brand 690 Non-competition agreements 1,520 Customer relationships 10,300 Other assets acquired 6,393 Liabilities assumed (9,045) Deferred tax liability (8,961) Net assets acquired $ 56,620 |
RESTRUCTURING COSTS (Q1) (Table
RESTRUCTURING COSTS (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | ||
Lessee, Operating Lease, Liability, Maturity | At March 31, 2021, the future minimum lease payments for the Company were comprised of the following (in thousands): March 31, 2021 2021 $ 1,562 2022 1,963 2023 1,966 2024 1,537 2025 404 Thereafter — Total $ 7,432 | At December 31, 2020, the future minimum lease payments for the Company were comprised of the following (in thousands): Year Ending December 31: 2021 $ 1,815 2022 1,787 2023 1,845 2024 1,418 2025 404 Thereafter — Total $ 7,269 |
Restructuring and Related Costs | The change in liability for the restructuring costs for the quarter ended March 31, 2021 follows: Restructuring Lease Liability; Beginning balance at December 31, 2020 $ 3,653 Valuation adjustments (351) Lease payments (383) Lease accretion 47 Ending balance at March 31, 2021 $ 2,966 |
FAIR VALUE MEASUREMENTS (Q1) (T
FAIR VALUE MEASUREMENTS (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements, Recurring and Nonrecurring | As of March 31, 2021, the Company has approximately 4.0 million Private Placement Warrants outstanding. March 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Total liabilities $ — $ — $ 22,390 $ 22,390 Total $ — $ — $ 22,390 $ 22,390 The following table presents assets and liabilities measured at fair value on a recurring basis (in thousands): March 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Contingent consideration payable $ — $ — $ 5,307 $ 5,307 Total $ — $ — $ 5,307 $ 5,307 | December 31, 2020 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Total liabilities $ — $ — $ 22,080 $ 22,080 Total $ — $ — $ 22,080 $ 22,080 The following table presents assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2019 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Contingent consideration payable $ — $ — $ 1,000 $ 1,000 Total $ — $ — $ 1,000 $ 1,000 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table represents the change in the contingent consideration (in thousands): Level 3 December 31, 2020 $ — Additions 4,925 Changes in fair value 382 Settlements — March 31, 2021 $ 5,307 | Level 3 December 31, 2019 $ — Additions $ 13,240 Changes in fair value $ 8,840 December 31, 2020 $ 22,080 The following table represents the change in the contingent consideration (in thousands): Level 3 December 31, 2018 $ 10,073 Additions — Changes in fair value 13,841 Settlements (22,914) December 31, 2019 $ 1,000 Additions — Changes in fair value — Settlements (1,000) December 31, 2020 $ — |
Fair Value, Liabilities Measured on Recurring Basis, Level 2 Input Reconciliation | The following table represents the change in the warrant liability (in thousands): Level 3 December 31, 2020 $ 22,080 Additions — Changes in fair value 315 Exercised (5) March 31, 2021 $ 22,390 |
EQUITY (Q1) (Tables)
EQUITY (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Schedule of Stockholders Equity | The following table sets forth the economic and voting interests of the Company’s common stockholders as of March 31, 2021: Class Total Shares (1) Economic Ownership Economic Ownership Voting Ownership Class A Common Stock 33,687 56.2 % 100.0 % 56.4 % Class B Common Stock 25,999 43.3 % — % 43.6 % (1) Represents the total number of outstanding shares for each class of DMS Inc. common stock as of March 31, 2021. (2) Represents (i) the Class A Common Stock holders’ indirect economic interest in DMSH through their ownership of Class A Common Stock and (ii) the Class B Common Stock holders’ direct economic interest in DMSH through their ownership of DMSH Units. The remaining economic ownership of 0.5% is held by the sellers in SmarterChaos acquisition. (3) Represents the aggregate economic interest in DMS Inc. through the stockholders' ownership of Class A Common Stock. (4) Represents the aggregate voting interest in DMS Inc. through the stockholders' ownership of Company common stock. | The following table sets forth the economic and voting interests of the Company’s common stockholders at December 31, 2020: Class Total Shares (1) Economic Ownership Economic Ownership Voting Ownership Class A Common Stock 32,393 55.2 % 100 % 55.5 % Class B Common Stock 25,999 44.3 % — % 44.5 % (1) Represents the total number of outstanding shares for each class of DMS Inc. common stock at December 31, 2020. On October 22, 2020, as required by the post-closing working capital adjustment provisions of the Business Combination Agreement, (i) the Company issued (a) 98,783 total additional shares of Class A Common Stock to the Blocker Sellers and (b) 142,394 total additional shares of Class B Common Stock to Prism and Clairvest Direct Seller. (2) Represents (i) the Class A Common Stockholders’ indirect economic interest in DMSH through their ownership of Class A Common Stock and (ii) the Class B Common Stock holders’ direct economic interest in DMSH through their ownership of DMSH Units. The remaining economic ownership is held by the sellers in SmarterChaos acquisition. (3) Represents the aggregate economic interest in DMS Inc. through the stockholders' ownership of Class A Common Stock. (4) Represents the aggregate voting interest in DMS Inc. through the stockholders' ownership of Company common stock. |
EMPLOYEE AND DIRECTOR INCENTI_4
EMPLOYEE AND DIRECTOR INCENTIVE PLANS (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
NONVESTED RESTRICTED STOCK SHARES ACTIVITY | The following table presents the restricted share activity for the year ended March 31, 2021 (in thousands, except price per share): Restricted Stock Units Number of Restricted Stock Weighted-Average Grant Date Fair Value Outstanding at December 31, 2020 1,197 $ 7.31 Granted 37 $ 11.65 Forfeited/Canceled 95 $ 11.65 Vested 0 $ — Outstanding at March 31, 2021 1,139 $ 7.09 Vested at March 31, 2021 — — | The following table presents the restricted share activity for the year ended December 31, 2020 (in thousands, except price per share): Restricted Stock Units Number of Restricted Stock Weighted-Average Grant Date Fair Value Outstanding at January 1, 2020 — $ 0 Granted 1,245 $ 7.31 Forfeited/Canceled 48 $ 7.31 Vested — $ 0 Outstanding at December 31, 2020 1,197 $ 7.31 Vested at December 31, 2020 — — Exercisable at December 31, 2020 — — |
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS | The following is the weighted average of the assumptions used in calculating the fair value of the total stock options granted in 2020 using the Black-Scholes method: Fair market value $ 3.28 Risk-free rate 0.5 % Dividend yield — % Expected volatility 49.3 % Expected term (in years) 5.8 years | The following is the weighted average of the assumptions used in calculating the fair value of the total stock options granted in 2020 using the Black-Scholes method: Fair market value $ 3.34 Risk-free rate 0.4 % Dividend yield — % Expected volatility 49.4 % Expected term (in years) 5.9 years |
SHARE-BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY | The following table presents the stock option activity for the quarter ended March 31, 2021 (in thousands, except price per share): Stock Options Number of Stock Options Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in Years) Total Intrinsic Value of Restricted Stock Vested Outstanding at January 1, 2021 551 $ 3.34 5.8 years $ — Granted 27 $ 5.27 5.8 years $ — Exercised — $ — — $ — Forfeited/expired (44) $ 5.27 — $ — Outstanding at March 31, 2021 534 $ 3.28 5.8 years $ — Vested at March 31, 202 — — — — Exercisable at March 31, 2021 — — — — | The following table presents the stock option activity for the year ended December 31, 2020 (in thousands, except price per share): Stock Options Number of Stock Options Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in Years) Total Intrinsic Value of Restricted Stock Vested Outstanding at January 1, 2020 — $ — — $ — Granted 574 $ 3.34 5.9 years $ — Exercised — $ — — $ — Forfeited/expired 23 $ — — $ — Outstanding at December 31, 2020 551 $ 3.34 5.9 years $ — Vested at December 31, 2020 — — — — Exercisable at December 31, 2020 — — — — |
SCHEDULE OF NONVESTED SHARE ACTIVITY | The following table presents non-vested shares for the quarter ended March 31, 2021 (in thousands, except price per share): Non-vested Shares Shares (000) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2021 1,748 $ 7.31 Granted 64 $ 8.96 Vested — $ — Forfeited (139) $ 9.62 Non-vested at March 31, 2021 1,673 $ 5.88 | The following table presents non-vested shares for the year ended December 31, 2020 (in thousands, except price per share): Non-vested Shares Shares (000) Weighted-Average Grant Date Fair Value Non-vested at January 1, 2020 — $ 0 Granted 1,819 $ 7.31 Vested — $ 0 Forfeited 71 $ 7.31 Non-vested at December 31, 2020 1,748 $ 7.31 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lessee, Operating Lease, Liability, Maturity | At March 31, 2021, the future minimum lease payments for the Company were comprised of the following (in thousands): March 31, 2021 2021 $ 1,562 2022 1,963 2023 1,966 2024 1,537 2025 404 Thereafter — Total $ 7,432 | At December 31, 2020, the future minimum lease payments for the Company were comprised of the following (in thousands): Year Ending December 31: 2021 $ 1,815 2022 1,787 2023 1,845 2024 1,418 2025 404 Thereafter — Total $ 7,269 |
Earnings Per Share (Q1) (Tables
Earnings Per Share (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Three Months Ended March 31, Numerator: Net (loss) income before income taxes $ (212) Less: Net income attributable to non-controlling interests (93) Net income attributable to DMS Inc. $ (119) Denominator: Weighted-average shares of Class A Common Stock outstanding - basic and diluted 33,241 Earnings per share of Class A Common Stock - basic and diluted $ — | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A Common Stock: As Restated Three Months Ended As Restated Year Ended December 31, 2020 Numerator: Net income (loss) $ (17,867) $ (13,714) Less: Net income (loss) attributable to non-controlling interests subsequent to the Business Combination (7,481) (6,363) Net income (loss) (post business combination) attributable to DMS Inc. $ (10,386) $ (7,351) Denominator: Weighted-average shares of Class A Common Stock outstanding - basic and diluted 32,369 32,335 Earnings per share of Class A Common Stock - basic and diluted $ (0.32) $ (0.23) |
BUSINESS, BASIS OF PRESENTATI_4
BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (FY) (Details) $ in Thousands | Jul. 14, 2020USD ($) | Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($) |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Number of reportable segments | segment | 3 | 3 | ||||
Allowance for credit loss | $ 3,526 | $ 3,121 | $ 941 | |||
Provision for bad debt | 410 | $ 143 | 3,039 | 1,550 | ||
Advertising expense | $ 200 | $ 500 | $ 1,200 | 1,600 | ||
Award expiration period | 10 years | 10 years | ||||
Refund of preclosing taxes to be paid to Sellers | 100.00% | 100.00% | ||||
Refund of preclosing taxes to be paid to Sellers, period after closing | 2 years | 2 years | ||||
Deferred tax asset | $ 11,924 | |||||
Tax receivable agreement liability, noncurrent | $ 15,760 | 15,760 | 0 | |||
Additional paid-in capital | (37,261) | (48,027) | 0 | $ (50,271) | ||
Short-term Tax Receivable Agreement liability | $ 510 | 510 | $ 0 | |||
Blocker Corp | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Equity method investment, ownership percentage | 56.20% | |||||
Deferred tax asset | $ 20,100 | 20,100 | ||||
Income taxes receivable | 199 | 199 | ||||
Tax receivable agreement, liability | 16,300 | $ 16,300 | 16,300 | |||
Additional paid-in capital | $ 4,000 | 4,000 | ||||
Short-term Tax Receivable Agreement liability | $ 500 | $ 510 | ||||
Software Development Costs | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Amortization period | 3 years | |||||
Maximum | Software Development Costs | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Amortization period | 3 years | |||||
DMSH | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Equity method investment, ownership percentage | 55.50% | 55.50% | ||||
Sellers | DMSH | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 44.50% |
BUSINESS, BASIS OF PRESENTATI_5
BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restatements (FY) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
General and administrative expenses | $ 6,962 | $ 6,807 | $ 5,297 | $ 16,756 | $ 30,020 | $ 19,927 | |||||||
Income (loss) from operations | 3,477 | 2,479 | 4,599 | 12,916 | 11,951 | (163) | |||||||
Change in fair value of warrant liabilities | 315 | $ 12,680 | (3,840) | 0 | (3,840) | 8,840 | 0 | ||||||
Net income (loss) before income taxes | (95) | (16,683) | 2,898 | 809 | 6,054 | (10,629) | (11,093) | ||||||
Net income (loss) | (212) | (17,867) | 1,262 | $ 2,134 | 757 | $ (2,233) | $ (9,492) | $ (111) | $ 606 | 4,153 | (13,714) | (11,230) | |
Net income (loss) attributable to non-controlling interest | (7,481) | 2,463 | 0 | 0 | 0 | 0 | 0 | 0 | 2,463 | (5,018) | 0 | ||
Net income (loss) attributable to Digital Media Solutions, Inc. | (119) | $ (10,386) | $ (1,201) | $ 2,134 | 757 | (2,233) | $ (9,492) | $ (111) | $ 606 | $ 1,690 | $ (8,696) | (11,230) | |
Basic and diluted (usd per share) | $ (0.32) | $ 0.01 | $ 0.09 | $ (0.23) | |||||||||
Weighted-average shares outstanding - basic and diluted (in shares) | 32,369 | 32,294 | 32,294 | 32,335 | |||||||||
Private Placement Warrant liabilities | 22,390 | $ 22,080 | $ 9,400 | 0 | $ 9,400 | $ 22,080 | 0 | ||||||
Total liabilities | 299,517 | 298,105 | 273,065 | 250,363 | 273,065 | 298,105 | 250,363 | ||||||
Additional paid-in capital | (37,261) | (48,027) | (50,271) | 0 | (50,271) | (48,027) | 0 | ||||||
Retained earnings | (3,265) | (3,146) | 7,240 | 0 | 7,240 | (3,146) | 0 | ||||||
Total stockholders' deficit | (40,520) | (51,167) | (43,025) | 0 | (43,025) | (51,167) | 0 | ||||||
Non-controlling interest | (39,016) | (44,518) | (37,045) | 0 | (37,045) | (44,518) | 0 | ||||||
Total deficit | $ (79,536) | (95,685) | (80,070) | $ (105,671) | $ (106,258) | (80,070) | (95,685) | $ (106,258) | $ (73,403) | ||||
Warrant | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Change in fair value of warrant liabilities | 9,850 | ||||||||||||
Payments of Stock Issuance Costs | 400 | ||||||||||||
Previously Reported | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
General and administrative expenses | 6,407 | 16,356 | 29,620 | ||||||||||
Income (loss) from operations | 2,879 | 13,316 | 12,351 | ||||||||||
Change in fair value of warrant liabilities | 0 | 0 | 0 | 0 | |||||||||
Net income (loss) before income taxes | (4,003) | (542) | 2,614 | (1,389) | |||||||||
Net income (loss) | (5,187) | (2,178) | 713 | (4,474) | |||||||||
Net income (loss) attributable to non-controlling interest | (1,798) | (3,315) | (424) | (2,222) | |||||||||
Net income (loss) attributable to Digital Media Solutions, Inc. | $ (3,389) | $ 1,137 | $ 1,137 | $ (2,252) | |||||||||
Basic and diluted (usd per share) | $ (0.10) | $ 0.04 | $ 0.04 | $ (0.07) | |||||||||
Weighted-average shares outstanding - basic and diluted (in shares) | 32,369 | 32,294 | 32,294 | 32,335 | |||||||||
Private Placement Warrant liabilities | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Total liabilities | 276,025 | 263,665 | 263,665 | 276,025 | |||||||||
Additional paid-in capital | (40,901) | (43,145) | (43,145) | (40,901) | |||||||||
Retained earnings | 1,953 | 5,342 | 5,342 | 1,953 | |||||||||
Total stockholders' deficit | (38,942) | (37,797) | (37,797) | (38,942) | |||||||||
Non-controlling interest | (34,663) | (32,873) | (32,873) | (34,663) | |||||||||
Total deficit | (73,605) | (70,670) | (70,670) | (73,605) | |||||||||
Revision of Prior Period, Error Correction, Adjustment | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
General and administrative expenses | 400 | 400 | 400 | ||||||||||
Income (loss) from operations | 400 | (400) | 400 | ||||||||||
Change in fair value of warrant liabilities | 12,680 | (3,840) | (3,840) | 8,840 | |||||||||
Net income (loss) before income taxes | (12,680) | 3,440 | 3,440 | (9,240) | |||||||||
Net income (loss) | (12,680) | 3,440 | 3,440 | (9,240) | |||||||||
Net income (loss) attributable to non-controlling interest | (5,683) | 5,777 | 2,887 | (2,796) | |||||||||
Net income (loss) attributable to Digital Media Solutions, Inc. | $ (6,997) | $ (2,338) | $ 553 | $ (6,444) | |||||||||
Basic and diluted (usd per share) | $ (0.22) | $ (0.03) | $ 0.05 | $ (0.16) | |||||||||
Weighted-average shares outstanding - basic and diluted (in shares) | |||||||||||||
Private Placement Warrant liabilities | $ 22,080 | $ 9,400 | $ 9,400 | $ 22,080 | |||||||||
Total liabilities | 22,080 | 9,400 | 9,400 | 22,080 | |||||||||
Additional paid-in capital | (7,126) | (7,126) | (7,126) | (7,126) | |||||||||
Retained earnings | (5,099) | 1,898 | 1,898 | (5,099) | |||||||||
Total stockholders' deficit | (12,225) | (5,228) | (5,228) | (12,225) | |||||||||
Non-controlling interest | (9,855) | (4,172) | (4,172) | (9,855) | |||||||||
Total deficit | $ (22,080) | $ (9,400) | $ (9,400) | $ (22,080) |
BUSINESS COMBINATION (FY) (Deta
BUSINESS COMBINATION (FY) (Details) $ in Thousands | Oct. 22, 2020shares | Jul. 15, 2020USD ($)shares | Jul. 14, 2020USD ($) | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Sep. 30, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||
Payments to acquire business | $ | $ 4,454 | $ 0 | $ 2,799 | $ 56,620 | ||||
Repayments of debt | $ | $ 1,865 | $ 1,037 | $ 5,641 | 2,775 | ||||
Unit redemption rights ratio | 1 | 1 | ||||||
Voting ownership in the company | 55.20% | |||||||
Refund of preclosing taxes to be paid to Sellers | 100.00% | 100.00% | ||||||
Refund of preclosing taxes to be paid to Sellers, period after closing | 2 years | 2 years | ||||||
Deferred tax asset | $ | $ 11,924 | |||||||
Short-term Tax Receivable Agreement liability | $ | $ 510 | 510 | 0 | |||||
Additional paid-in capital | $ | $ (37,261) | $ (48,027) | $ 0 | $ (50,271) | ||||
Common stock outstanding (in shares) | 0 | |||||||
Warrants outstanding (in shares) | 13,999,998 | |||||||
Blocker Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire business | $ | $ 57,300 | |||||||
Cash acquired from acquisition | $ | $ 30,000 | |||||||
Unit redemption rights ratio | 1 | |||||||
Leo | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants issued (in shares) | 2,000,000 | |||||||
Class A Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Economic ownership in company | 100.00% | 100.00% | ||||||
Voting ownership in the company | 56.40% | 55.50% | ||||||
Common stock outstanding (in shares) | 33,687,000 | 32,392,576 | 0 | |||||
Class A Common Stock | Blocker Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants issued (in shares) | 2,000,000 | |||||||
Class A Common Stock | Leo | IPO | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants issued (in shares) | 10,000,000 | |||||||
Class B Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Economic ownership in company | 0.00% | 0.00% | ||||||
Voting ownership in the company | 43.60% | 44.50% | ||||||
Common stock outstanding (in shares) | 25,999,000 | 25,999,464 | 0 | |||||
Class B Common Stock | Blocker Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | 25,857,070 | |||||||
Class C common stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock outstanding (in shares) | 0 | 0 | 0 | |||||
Class C common stock | Blocker Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | 17,937,954 | |||||||
Blocker Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Deferred tax asset | $ | $ 20,100 | $ 20,100 | ||||||
Income taxes receivable | $ | 199 | 199 | ||||||
Tax receivable agreement, liability | $ | 16,300 | $ 16,300 | 16,300 | |||||
Short-term Tax Receivable Agreement liability | $ | $ 500 | 510 | ||||||
Additional paid-in capital | $ | $ 4,000 | 4,000 | ||||||
Acquisition costs | $ | $ 2,400 | |||||||
Line of Credit | DMSH | ||||||||
Business Acquisition [Line Items] | ||||||||
Repayments of debt | $ | $ 10,000 | |||||||
PIPE Investors | Class A Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, subscribed (in shares) | 10,424,282 | |||||||
Sale of stock consideration received | $ | $ 100,000 | |||||||
Blocker Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Other ownership interests, units outstanding (in shares) | 32,293,793 | |||||||
Blocker Corp | Class A Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | 98,783 | |||||||
Prism and Clairvest Direct Seller | DMSH | ||||||||
Business Acquisition [Line Items] | ||||||||
Economic ownership in company | 44.00% | |||||||
Prism and Clairvest Direct Seller | DMS | ||||||||
Business Acquisition [Line Items] | ||||||||
Voting ownership in the company | 44.00% | |||||||
Prism and Clairvest Direct Seller | DMSH | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | 142,394 | |||||||
Prism and Clairvest Direct Seller | Class B Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | 142,394 | |||||||
Other ownership interests, units outstanding (in shares) | 25,857,070 |
REVENUE - Narrative (FY) (Detai
REVENUE - Narrative (FY) (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)segment | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |||
Number of reportable segments | segment | 3 | 3 | |
Contract with customer, liability | $ 1.1 | $ 1.7 | $ 1.2 |
Contract with customer, receivable, net | $ 2.5 | $ 1.8 | $ 0.8 |
REVENUE (FY) (Details)
REVENUE (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | $ 96,803 | $ 102,103 | $ 82,829 | $ 75,196 | $ 72,728 | $ 65,154 | $ 57,575 | $ 57,745 | $ 57,822 | $ 332,856 | $ 238,296 |
Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 9,357 | 5,597 | |||||||||
Corporate and Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | (10,652) | (3,610) | (30,051) | (15,437) | |||||||
Brand Direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 56,179 | 40,901 | |||||||||
Brand Direct | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 56,179 | 40,901 | 197,550 | 174,738 | |||||||
Marketplace | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 49,259 | 34,178 | |||||||||
Marketplace | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 49,259 | 34,178 | 155,999 | 73,398 | |||||||
Customer acquisition | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 91,350 | 69,021 | 305,630 | 220,609 | |||||||
Customer acquisition | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 0 | 0 | |||||||||
Customer acquisition | Corporate and Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | (30,051) | (15,437) | |||||||||
Customer acquisition | Brand Direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 52,901 | 38,453 | |||||||||
Customer acquisition | Brand Direct | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 179,681 | 162,648 | |||||||||
Customer acquisition | Marketplace | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 49,101 | 34,178 | |||||||||
Customer acquisition | Marketplace | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 155,999 | 73,398 | |||||||||
Managed services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 3,946 | 2,898 | 24,008 | 14,623 | |||||||
Managed services | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 6,139 | 2,533 | |||||||||
Managed services | Corporate and Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 0 | 0 | |||||||||
Managed services | Brand Direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 3,278 | 2,448 | |||||||||
Managed services | Brand Direct | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 17,869 | 12,090 | |||||||||
Managed services | Marketplace | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 158 | 0 | |||||||||
Managed services | Marketplace | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 0 | 0 | |||||||||
Software services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 1,507 | 809 | 3,218 | 3,064 | |||||||
Software services | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 3,218 | 3,064 | |||||||||
Software services | Corporate and Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 0 | 0 | |||||||||
Software services | Brand Direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 0 | 0 | |||||||||
Software services | Brand Direct | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 0 | 0 | |||||||||
Software services | Marketplace | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | $ 0 | $ 0 | |||||||||
Software services | Marketplace | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | $ 0 | $ 0 |
REPORTABLE SEGMENTS (FY) (Detai
REPORTABLE SEGMENTS (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | $ 96,803 | $ 102,103 | $ 82,829 | $ 75,196 | $ 72,728 | $ 65,154 | $ 57,575 | $ 57,745 | $ 57,822 | $ 332,856 | $ 238,296 | |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 69,182 | $ 74,393 | 57,777 | $ 52,402 | 50,159 | $ 33,450 | $ 39,101 | $ 38,865 | $ 39,118 | 234,731 | 161,575 | |
Gross profit | 27,621 | 22,569 | 98,125 | 76,721 | ||||||||
Salaries and related costs | 10,269 | 8,331 | 33,386 | 27,978 | ||||||||
General and administrative expenses | 6,962 | 6,807 | 5,297 | $ 16,756 | 30,020 | 19,927 | ||||||
Acquisition costs | 1,494 | 27 | 4,814 | 19,234 | ||||||||
Depreciation and amortization | 5,419 | 4,315 | 17,954 | 9,745 | ||||||||
Income (loss) from operations | 3,477 | $ 2,479 | 4,599 | $ 12,916 | 11,951 | (163) | ||||||
Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 9,357 | 5,597 | ||||||||||
Corporate and Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | (10,652) | (3,610) | (30,051) | (15,437) | ||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | (8,894) | (3,659) | (30,051) | (15,580) | ||||||||
Gross profit | (1,758) | 49 | 0 | 143 | ||||||||
Brand Direct | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 56,179 | 40,901 | ||||||||||
Brand Direct | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 56,179 | 40,901 | 197,550 | 174,738 | ||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 41,061 | 30,888 | 151,526 | 130,429 | ||||||||
Gross profit | 15,118 | 10,013 | 46,024 | 44,309 | ||||||||
Marketplace | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 49,259 | 34,178 | ||||||||||
Marketplace | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 49,259 | 34,178 | 155,999 | 73,398 | ||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 36,599 | 22,899 | 109,921 | 46,613 | ||||||||
Gross profit | 12,660 | 11,279 | 46,078 | 26,785 | ||||||||
Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 2,017 | 1,259 | ||||||||||
Other | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 2,017 | 1,259 | 9,357 | 5,597 | ||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 416 | 31 | 3,335 | 113 | ||||||||
Gross profit | $ 1,601 | $ 1,228 | $ 6,022 | $ 5,484 |
PROPERTY AND EQUIPMENT (FY) (De
PROPERTY AND EQUIPMENT (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Gross, total | $ 24,381 | $ 21,222 | $ 11,952 |
Less: Accumulated depreciation and amortization | (7,853) | (6,206) | (3,224) |
Property and equipment, net | $ 16,528 | $ 15,016 | 8,728 |
Computers and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 3 years | 3 years | |
Gross, total | $ 2,010 | $ 1,684 | 1,750 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 5 years | 5 years | |
Gross, total | $ 905 | $ 305 | 901 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 7 years | 7 years | |
Gross, total | $ 692 | $ 320 | 503 |
Software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 3 years | ||
Gross, total | $ 20,774 | $ 18,913 | $ 8,798 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization | $ 5,419 | $ 4,315 | $ 17,954 | $ 9,745 |
Unamortized balance of capitalized software development costs | 14,700 | 14,000 | 7,100 | |
Capitalized computer software, amortization | 1,000 | 700 | 3,000 | 1,200 |
Depreciation | $ 100 | $ 100 | $ 3,700 | $ 1,300 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Goodwill (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning balance | $ 44,904 | $ 41,826 | $ 12,103 |
Additions (Note 8) | 4,853 | 3,078 | 29,723 |
Goodwill, Ending balance | 49,757 | 44,904 | 41,826 |
Brand Direct | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning balance | 8,616 | 8,616 | 8,616 |
Additions (Note 8) | 4,853 | 0 | 0 |
Goodwill, Ending balance | 13,469 | 8,616 | 8,616 |
Marketplace | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning balance | 32,660 | 32,660 | 2,937 |
Additions (Note 8) | 0 | 0 | 29,723 |
Goodwill, Ending balance | 32,660 | 32,660 | 32,660 |
Other | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning balance | 3,628 | 550 | 550 |
Additions (Note 8) | 0 | 3,078 | 0 |
Goodwill, Ending balance | $ 3,628 | $ 3,628 | $ 550 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Narrative (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill accumulated impairment loss | $ 0 | $ 0 | $ 0 | |
Amortization of intangible assets | $ 4,100,000 | $ 3,500,000 | $ 14,200,000 | $ 8,000,000 |
GOODWILL AND INTANGIBLE ASSET_7
GOODWILL AND INTANGIBLE ASSETS - Finite-lived Intangible Assets (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 93,343 | $ 76,202 | $ 73,531 |
Accumulated Amortization | (32,314) | (29,755) | (15,596) |
Net | 61,029 | 46,447 | 57,935 |
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 58,508 | 48,008 | 47,946 |
Accumulated Amortization | (22,795) | (21,454) | (9,751) |
Net | $ 35,713 | $ 26,554 | 38,195 |
Technology | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period (Years) | 3 years | 3 years | |
Technology | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period (Years) | 5 years | 5 years | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 28,092 | $ 21,794 | 19,583 |
Accumulated Amortization | (7,621) | (6,749) | (3,078) |
Net | $ 20,471 | $ 15,045 | 16,505 |
Customer relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period (Years) | 1 year | 1 year | |
Customer relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period (Years) | 12 years | 12 years | |
Brand | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 4,521 | $ 4,295 | 4,187 |
Accumulated Amortization | (1,174) | (961) | (2,556) |
Net | $ 3,347 | $ 3,334 | 1,631 |
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) | 5 years | 5 years | |
Non-competition agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period (Years) | 3 years | 3 years | |
Gross | $ 2,222 | $ 2,105 | 1,815 |
Accumulated Amortization | (724) | (591) | (211) |
Net | $ 1,498 | $ 1,514 | $ 1,604 |
GOODWILL AND INTANGIBLE ASSET_8
GOODWILL AND INTANGIBLE ASSETS - Amortization Expense (FY) (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 13,058 |
2022 | 12,154 |
2023 | 9,134 |
2024 | 6,585 |
2025 and Thereafter | $ 5,474 |
DEBT - Schedule of Debt (FY) (D
DEBT - Schedule of Debt (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Debt | $ 201,987 | $ 203,851 | $ 208,239 |
Unamortized debt issuance costs | (2,060) | (2,293) | (3,041) |
Debt, net | 199,927 | 201,558 | 205,198 |
Current portion of long-term debt | (7,141) | (7,967) | (4,150) |
Long-term debt | 192,786 | 193,591 | 201,048 |
Term loan | |||
Debt Instrument [Line Items] | |||
Debt | 189,546 | 190,541 | 194,810 |
Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Debt | 4,000 | 4,000 | 5,000 |
Delayed draw term loan | |||
Debt Instrument [Line Items] | |||
Debt | 8,194 | 8,236 | 8,429 |
Insurance Premium | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 247 | $ 1,074 | $ 0 |
DEBT - Narrative (FY) (Details)
DEBT - Narrative (FY) (Details) - USD ($) $ in Thousands | Jan. 07, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 03, 2018 |
Debt Instrument [Line Items] | ||||||
Payments of debt issuance costs | $ 0 | $ 22 | $ 189 | $ 1,456 | ||
Monroe Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 120,000 | |||||
Expected payment if cap threshold is not met | $ 4,200 | $ 4,200 | ||||
Monroe Facility | Variable Income Interest Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Effective rate | 5.20% | |||||
Monroe Facility | Variable Income Interest Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Effective rate | 6.90% | |||||
Monroe Facility | Revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term line of credit | 5,000 | |||||
Increase to borrowing capacity | $ 15,000 | 2,500 | ||||
Payments of debt issuance costs | $ 1,500 | |||||
Monroe Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 199,000 | 100,000 | ||||
Line of credit facility increase | 99,000 | |||||
Monroe Facility | Delayed draw term loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 15,000 | |||||
Monroe Facility | Amended Capacity, Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 212,700 | $ 229,000 | $ 221,500 | |||
Effective rate | 5.20% | 5.20% | 6.80% |
DEBT - Maturity of Debt (FY) (D
DEBT - Maturity of Debt (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | |||
2021 | $ 8,000 | $ 7,967 | |
2022 | 186,846 | 8,000 | |
2023 | 0 | 187,884 | |
2024 | 0 | ||
2025 and thereafter | 0 | ||
Debt, net | $ 201,987 | $ 203,851 | $ 208,239 |
ACQUISITIONS - Narrative (FY) (
ACQUISITIONS - Narrative (FY) (Details) - USD ($) shares in Thousands, $ in Thousands | Jul. 16, 2020 | Nov. 01, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 15, 2020 |
Business Acquisition [Line Items] | |||||||||||||||
Net loss | $ 212 | $ 17,867 | $ (1,262) | $ (2,134) | $ (757) | $ 2,233 | $ 9,492 | $ 111 | $ (606) | $ (4,153) | $ 13,714 | $ 11,230 | |||
SmarterChaos | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Payments to acquire business | $ 5,800 | ||||||||||||||
Acquisition costs | $ 400 | 400 | |||||||||||||
Revenues | 4,300 | ||||||||||||||
Net loss | $ 241 | ||||||||||||||
SmarterChaos | DMSH | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Equity issued to acquiree (in shares) | 307 | ||||||||||||||
Value of equity issued | $ 3,000 | ||||||||||||||
SmarterChaos | Brand | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 3 years | ||||||||||||||
SmarterChaos | Customer relationships | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 5 years | ||||||||||||||
UE Authority, Co. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Payments to acquire business | $ 56,600 | ||||||||||||||
UE Authority, Co. | Brand | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 1 year | ||||||||||||||
UE Authority, Co. | Customer relationships | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 9 years | ||||||||||||||
UE Authority, Co. | Technology | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 5 years | ||||||||||||||
UE Authority, Co. | Non-competition agreements | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 3 years |
ACQUISITIONS - Assets Acquired
ACQUISITIONS - Assets Acquired and Liabilities Assumed (FY) (Details) - USD ($) $ in Thousands | Jul. 16, 2020 | Nov. 01, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 49,757 | $ 44,904 | $ 41,826 | $ 12,103 | ||
SmarterChaos | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 3,078 | |||||
Accounts receivable | 576 | |||||
Other assets acquired | 30 | |||||
Liabilities assumed | (662) | |||||
Net assets acquired | 5,799 | |||||
Payments to acquire business | 5,800 | |||||
Working capital adjustment | 5,800 | |||||
Goodwill adjustment | 300 | |||||
SmarterChaos | Brand | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | 277 | |||||
SmarterChaos | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 2,500 | |||||
UE Authority, Co. | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 29,723 | |||||
Other assets acquired | 6,393 | |||||
Liabilities assumed | (9,045) | |||||
Deferred tax liability | (8,961) | |||||
Net assets acquired | 56,620 | |||||
Payments to acquire business | 56,600 | |||||
UE Authority, Co. | Technology | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | 26,000 | |||||
UE Authority, Co. | Brand | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | 690 | |||||
UE Authority, Co. | Non-competition agreements | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | 1,520 | |||||
UE Authority, Co. | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 10,300 |
FAIR VALUE MEASUREMENTS - Warra
FAIR VALUE MEASUREMENTS - Warrant Liability Measurement Inputs (FY) (Details) | Dec. 31, 2020 |
Private Placement Warrants Fair Value Per Share | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 5.52 |
Stock price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 12.04 |
Strike price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 11.50 |
Remaining contractual term in years | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 4.54 |
Estimated volatility of Class A Common Stock | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.550 |
Risk free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.0032 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (FY) (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)shares | Mar. 31, 2021shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, term | 5 years | |
Warrants outstanding (in shares) | 13,999,998 | |
Payment for contingent consideration | $ | $ 1 | |
Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding (in shares) | 4,000,000 | 4,000,000 |
Private Placement Warrants Fair Value Per Share | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5.52 |
FAIR VALUE MEASUREMENTS - Liabi
FAIR VALUE MEASUREMENTS - Liabilities Measured on a Recurring Basis (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Private Placement Warrant liabilities | $ 22,390 | $ 22,080 | $ 9,400 | $ 0 |
Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Private Placement Warrant liabilities | 22,390 | 22,080 | ||
Contingent consideration | 5,307 | 1,000 | ||
Total | 5,307 | 22,080 | 1,000 | |
Fair Value, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Private Placement Warrant liabilities | 0 | 0 | ||
Contingent consideration | 0 | 0 | ||
Total | 0 | 0 | 0 | |
Fair Value, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Private Placement Warrant liabilities | 0 | 0 | ||
Contingent consideration | 0 | 0 | ||
Total | 0 | 0 | 0 | |
Fair Value, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Private Placement Warrant liabilities | 22,390 | 22,080 | ||
Contingent consideration | 5,307 | 1,000 | ||
Total | $ 5,307 | $ 22,080 | $ 1,000 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Reconciliation (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 0 | $ 1,000 | $ 10,073 |
Additions | 4,925 | 0 | 0 |
Changes in fair value | 0 | 13,841 | |
Settlements | 0 | (1,000) | (22,914) |
Ending balance | 5,307 | 0 | 1,000 |
Private Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 22,080 | 0 | |
Additions | 13,240 | ||
Changes in fair value | 8,840 | ||
Ending balance | $ 22,080 | $ 0 |
EQUITY - Authorized Capitalizat
EQUITY - Authorized Capitalization (FY) (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 600,000,000 | 600,000,000 | |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock outstanding (in shares) | 0 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock outstanding (in shares) | 33,687,000 | 32,392,576 | 0 |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 60,000,000 | 60,000,000 | 60,000,000 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock outstanding (in shares) | 25,999,000 | 25,999,464 | 0 |
Class C common stock | |||
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 40,000,000 | 40,000,000 | 40,000,000 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock outstanding (in shares) | 0 | 0 | 0 |
EQUITY - Company Common Stock (
EQUITY - Company Common Stock (FY) (Details) - shares | Oct. 22, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 15, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||
Common stock outstanding (in shares) | 0 | ||||
Voting Ownership in DMS Inc. | 55.20% | ||||
Prism and Clairvest Direct Seller | DMSH | |||||
Class of Stock [Line Items] | |||||
Shares issued (in shares) | 142,394 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock outstanding (in shares) | 33,687,000 | 32,392,576 | 0 | ||
Economic Ownership in DMSH | 56.20% | 55.20% | |||
Economic Ownership in the Company | 100.00% | 100.00% | |||
Voting Ownership in DMS Inc. | 55.50% | 56.40% | |||
Class A Common Stock | Blocker Corp | |||||
Class of Stock [Line Items] | |||||
Shares issued (in shares) | 98,783 | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock outstanding (in shares) | 25,999,000 | 25,999,464 | 0 | ||
Economic Ownership in DMSH | 43.30% | 44.30% | |||
Economic Ownership in the Company | 0.00% | 0.00% | |||
Voting Ownership in DMS Inc. | 44.50% | 43.60% | |||
Class B Common Stock | Prism and Clairvest Direct Seller | |||||
Class of Stock [Line Items] | |||||
Shares issued (in shares) | 142,394 |
EQUITY - Voting Rights, Dividen
EQUITY - Voting Rights, Dividend Rights, Conversion of Company Class C Common Stock, Preferred Stock (FY) (Details) | Jan. 14, 2021 | Mar. 31, 2021votingRightshares | Dec. 31, 2020votingRightshares | Dec. 31, 2019shares |
Equity [Abstract] | ||||
Voting rights per each share | votingRight | 1 | 1 | ||
Class of Stock [Line Items] | ||||
Common stock outstanding (in shares) | 0 | |||
Equity conversion ratio | 1 | 1 | ||
Preferred stock outstanding (in shares) | 0 | 0 | 0 | |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |
Class C common stock | ||||
Class of Stock [Line Items] | ||||
Common stock outstanding (in shares) | 0 | 0 | 0 | |
Equity conversion ratio | 1 | 1 | ||
Common stock issued (in shares) | 0 | 0 | 0 |
EQUITY - Warrants (FY) (Details
EQUITY - Warrants (FY) (Details) | Dec. 31, 2020$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Warrant exercise price (usd per share) | $ 0.01 |
Warrants, term | 5 years |
Warrants outstanding (in shares) | shares | 13,999,998 |
Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Share price (usd per share) | $ 18 |
Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Warrant exercise price (usd per share) | $ 11.50 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | shares | 10,000,000 |
EQUITY - Noncontrolling Interes
EQUITY - Noncontrolling Interest (FY) (Details) - shares shares in Thousands | Oct. 22, 2020 | Jul. 16, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 15, 2020 |
SmarterChaos | DMSH | |||||
Noncontrolling Interest [Line Items] | |||||
Equity issued to acquiree (in shares) | 307 | ||||
SmarterChaos | DMSH | Prism and Clairvest Direct Seller | Class B Common Stock | |||||
Noncontrolling Interest [Line Items] | |||||
Equity issued to acquiree (in shares) | 142 | ||||
DMSH | Prism and Clairvest Direct Seller | |||||
Noncontrolling Interest [Line Items] | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 44.50% | 44.50% | |||
DMS | Prism and Clairvest Direct Seller | |||||
Noncontrolling Interest [Line Items] | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 43.90% | 44.80% | |||
DMS | Prism, Clairvest Direct Seller, SmarterChaos | |||||
Noncontrolling Interest [Line Items] | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 44.80% | 44.80% |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Registration Rights (FY) (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2017USD ($)takedown | |
Related Party Transactions [Abstract] | ||
Shelf takedown, aggregate minimum amount | $ | $ 20 | |
Shelf takedown, maximum number | takedown | 4 | |
Shelf takedown, period per incident | 6 months | 6 months |
RELATED PARTY TRANSACTIONS - Am
RELATED PARTY TRANSACTIONS - Amended Partnership Agreement (FY) (Details) | Jan. 14, 2021 | Mar. 31, 2021shares | Dec. 31, 2020shares |
Related Party Transaction [Line Items] | |||
Equity conversion ratio | 1 | 1 | |
Non-Blocker Members | Amended Partnership Agreement | |||
Related Party Transaction [Line Items] | |||
Equity conversion ratio | 1 | 1 | |
Conversion, minimum units (in shares) | 10,000 | 10,000 |
RELATED PARTY TRANSACTIONS - Ta
RELATED PARTY TRANSACTIONS - Tax Receivable Agreement (FY) (Details) - USD ($) $ in Thousands | Jul. 14, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||||
Refund of preclosing taxes to be paid to Sellers | 100.00% | 100.00% | |||
Refund of preclosing taxes to be paid to Sellers, period after closing | 2 years | 2 years | |||
Deferred tax asset | $ 11,924 | ||||
Additional paid-in capital | (48,027) | $ (37,261) | $ (50,271) | $ 0 | |
Short-term Tax Receivable Agreement liability | 510 | 510 | $ 0 | ||
Blocker Corp | |||||
Related Party Transaction [Line Items] | |||||
Deferred tax asset | $ 20,100 | 20,100 | |||
Income taxes receivable | 199 | 199 | |||
Tax receivable agreement, liability | 16,300 | 16,300 | 16,300 | ||
Additional paid-in capital | $ 4,000 | 4,000 | |||
Short-term Tax Receivable Agreement liability | $ 510 | $ 500 |
RELATED PARTY TRANSACTIONS - Lo
RELATED PARTY TRANSACTIONS - Lock-Up Agreement (FY) (Details) - Lock-Up Agreement | Jul. 29, 2020shares |
Chief Executive Officer | |
Related Party Transaction [Line Items] | |
Warrants transferred (in shares) | 538,912 |
Chief Operating Officer | |
Related Party Transaction [Line Items] | |
Warrants transferred (in shares) | 538,911 |
RELATED PARTY TRANSACTIONS - Ma
RELATED PARTY TRANSACTIONS - Management Agreement (FY) (Details) - Management and Advisory Services - Management - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Quarterly retainer to related party | $ 50 | $ 50 | |
General and administrative, related party expenses | $ 100 | $ 200 |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Prism Incentive Agreement (FY) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||
Payments to acquire business | $ 4,454 | $ 0 | $ 2,799 | $ 56,620 | |
Prism Data | |||||
Related Party Transaction [Line Items] | |||||
Payments to acquire business | $ 850 | ||||
Potential payment based on certain specified sale transactions | $ 2,000 | $ 2,000 |
RELATED PARTY TRANSACTIONS - DM
RELATED PARTY TRANSACTIONS - DMSH Member Tax Distributions (FY) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Tax distributions to members | $ 0.2 | $ 21.6 |
EMPLOYEE AND DIRECTOR INCENTI_5
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Narrative (FY) (Details) | Jan. 14, 2021shares | Oct. 28, 2020shares | Jul. 15, 2020shares | Apr. 23, 2020USD ($) | Mar. 31, 2021USD ($)plan$ / sharesshares | Dec. 31, 2020USD ($)plan$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Mar. 31, 2020$ / shares | Nov. 01, 2019USD ($) | Jan. 31, 2019USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights rate per year | 33.00% | |||||||||
Equity conversion ratio | 1 | 1 | ||||||||
Stock-based compensation expense | $ | $ 1,400,000 | $ 1,000,000 | ||||||||
Number of share based compensation plans | plan | 2 | 2 | ||||||||
Contract period | 10 years | 10 years | ||||||||
Weighted-average grant-date strike price of options ($ per share) | $ / shares | $ 11.65 | $ 7.31 | ||||||||
Intrinsic value of options exercised | $ | $ 0 | $ 0 | ||||||||
Fair value, exercise price ($ per share) | $ / shares | $ 3.34 | |||||||||
Shares converted (in shares) | 0 | 0 | ||||||||
Options exercised (in shares) | 0 | 0 | ||||||||
Warrants exercised (in shares) | 0 | 0 | ||||||||
Unrecognized stock-based compensation | $ | $ 10,300,000 | $ 10,600,000 | ||||||||
Fair value of vested shares | $ | $ 0 | 0 | ||||||||
Employer discretionary contribution amount | $ | $ 800,000 | $ 500,000 | ||||||||
Equity value of plan | $ | $ 325,000,000 | $ 100,000,000 | ||||||||
Payments to employee incentive plan participants | $ | $ 250,000 | |||||||||
Restricted Stock Units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted (in shares) | 36,790 | 37,000 | 1,245,000 | |||||||
Stock-based compensation expense | $ | $ 8,500,000 | $ 8,800,000 | ||||||||
Weighted-average remaining period of RSUs | 2 years 3 months 14 days | 2 years 6 months 14 days | ||||||||
Weighted average grant date fair value ($ per share) | $ / shares | $ 7.31 | $ 0 | $ 7.09 | |||||||
Options exercised (in shares) | 0 | 0 | ||||||||
Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options exercised (in shares) | 0 | 0 | ||||||||
2020 Omnibus Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for future issuance (in shares) | 11,600,000 | |||||||||
2020 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted (in shares) | 1,200,000 | |||||||||
Continuous service period | 3 years | 3 years | ||||||||
2020 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | Director | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted (in shares) | 65,000 | |||||||||
2020 Omnibus Incentive Plan | Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Contract period | 10 years |
EMPLOYEE AND DIRECTOR INCENTI_6
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - RSU Activity (FY) (Details) - Restricted Stock Units (RSUs) - $ / shares | Jan. 14, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Number of Restricted Stock | |||
Beginning balance (in shares) | 1,197,000 | 0 | |
Granted (in shares) | 36,790 | 37,000 | 1,245,000 |
Forfeited/Canceled (in shares) | 95,000 | 48,000 | |
Vested (in shares) | 0 | 0 | |
Ending balance (in shares) | 1,139,000 | 1,197,000 | |
Vested at December 31, 2020 (in shares) | 0 | 0 | |
Exercisable at December 31, 2020 (in shares) | 0 | ||
Weighted-Average Grant Date Fair Value | |||
Beginning balance, Weighted average grant date fair value ($ per share) | $ 7.31 | $ 0 | |
Granted, Weighted average grant date fair value ($ per share) | 11.65 | 7.31 | |
Forfeited, Weighted average grant date fair value ($ per share) | 11.65 | 7.31 | |
Vested, Weighted average grant date fair value ($ per share) | 0 | 0 | |
Ending balance, Weighted average grant date fair value ($ per share) | 7.31 | ||
Vested at December 31, 2020, Weighted average grant date fair value ($ per share) | $ 0 | 0 | |
Exercisable at December 31, 2020, Weighted average grant date fair value ($ per share) | $ 0 |
EMPLOYEE AND DIRECTOR INCENTI_7
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Share-based Compensation Weighted Average Assumptions (FY) (Details) - Stock Options - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair market value (usd per share) | $ 3.28 | $ 3.34 |
Risk-free rate | 0.50% | 0.40% |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 49.30% | 49.40% |
Expected term (in years) | 5 years 9 months 18 days | 5 years 10 months 24 days |
EMPLOYEE AND DIRECTOR INCENTI_8
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Stock Option Activity (FY) (Details) - $ / shares | Jan. 14, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of Stock Options | ||||
Granted (in shares) | 64,000 | 1,819,000 | ||
Exercised (in shares) | 0 | 0 | ||
Stock Options | ||||
Number of Stock Options | ||||
Beginning balance (in shares) | 551,000 | 0 | ||
Granted (in shares) | 27,000 | 574,000 | ||
Exercised (in shares) | 0 | 0 | ||
Forfeited/expired (in shares) | 44,000 | 23,000 | ||
Ending balance (in shares) | 534,000 | 551,000 | 0 | |
Weighted-Average Grant Date Fair Value | ||||
Beginning balance, Weighted average exercise price per share (in $ per share) | $ 3.34 | $ 0 | ||
Granted, Weighted average exercise price per share (in $ per share) | 5.27 | 3.34 | ||
Exercised, Weighted average exercise price per share (in $ per share) | 0 | 0 | ||
Forfeited/expired, Weighted average exercise price per share (in $ per share) | 5.27 | 0 | ||
Ending balance, Weighted average exercise price per share (in $ per share) | $ 3.28 | $ 3.34 | $ 0 | |
Weighted-Average Remaining Contractual Term (in Years) | ||||
Granted | 5 years 9 months 18 days | 5 years 10 months 24 days | ||
Outstanding at December 31, 2020 | 5 years 9 months 18 days | 5 years 10 months 24 days | 5 years 9 months 18 days |
EMPLOYEE AND DIRECTOR INCENTI_9
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Nonvested (FY) (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Non-vested at January 1, 2020 (in shares) | 1,748,000 | 0 |
Granted (in shares) | 64,000 | 1,819,000 |
Vested (in shares) | 0 | 0 |
Forfeited (in shares) | 139,000 | 71,000 |
Non-vested at December 31, 2020 (in shares) | 1,673,000 | 1,748,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Non-vested at January 1, 2020 ($ per share) | $ 7.31 | $ 0 |
Granted ($ per share) | 8.96 | 7.31 |
Weighted-average grant-date fair value of option ($ per share) | 0 | 0 |
Forfeited ($ per share) | 9.62 | 7.31 |
Non-vested at December 31, 2020 ($ per share) | $ 5.88 | $ 7.31 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (FY) (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)ft²rental_location | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Number of locations with option to extend lease | rental_location | 2 | |||
Optional extension period | 3 years | |||
Provision for notice to extend lease | 9 months | |||
Lease cost | $ 0.4 | $ 0.6 | $ 2 | $ 2.2 |
Lease reserve | $ 3 | $ 4.2 | ||
Number of properties under lease termination agreement | rental_location | 12 | |||
Number of properties under lease termination agreement, rental area | ft² | 62,113 | |||
Decrease in cash for rent expense | $ 1.9 | |||
Payment made to release all future obligations | $ 0.4 | |||
Unit redemption rights ratio | 1 | 1 | ||
Accounts Payable and Accrued Liabilities | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease reserve | $ 1.3 | $ 1.7 | ||
Other Noncurrent Liabilities | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease reserve | $ 1.7 | $ 1.9 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES - Lease Liability (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 1,963 | $ 1,815 |
2022 | 1,966 | 1,787 |
2023 | 1,537 | 1,845 |
2024 | 404 | 1,418 |
2025 | 404 | |
Thereafter | 0 | |
Total | $ 7,432 | $ 7,269 |
INCOME TAXES - Provision (Benef
INCOME TAXES - Provision (Benefit) for Income Taxes (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||||
Federal | $ 3,101 | $ 137 | ||
State | 216 | 0 | ||
Foreign | 248 | 0 | ||
Total Current | 3,565 | 137 | ||
Deferred | ||||
Federal | 69 | 0 | ||
State | (549) | 0 | ||
Foreign | 0 | 0 | ||
Total Deferred | (480) | 0 | ||
Provision for income taxes | $ 117 | $ 52 | $ 3,085 | $ 137 |
INCOME TAXES - Tax Rate Reconci
INCOME TAXES - Tax Rate Reconciliation (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Tax provision (benefit) from federal statutory rate | $ (2,190) | $ (2,330) | ||
Tax on income not subject to entity level federal income tax | 1,897 | 2,467 | ||
State income taxes, net of federal tax effect | (280) | 0 | ||
Warrant liability fair value change | 1,856 | 0 | ||
Other permanent adjustments | 434 | 0 | ||
True-ups and other | (465) | 0 | ||
Foreign tax credit | (63) | 0 | ||
Canadian tax expense | 823 | 0 | ||
Canadian tax expense | 261 | 0 | ||
Valuation Allowance | 812 | 0 | ||
Provision for income taxes | $ 117 | $ 52 | $ 3,085 | $ 137 |
INCOME TAXES - Narrative (FY) (
INCOME TAXES - Narrative (FY) (Details) - USD ($) $ in Thousands | Jul. 14, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 |
Related Party Transaction [Line Items] | |||||||
Deferred tax liabilities | $ 8,675 | ||||||
Income tax expense | $ 117 | $ 52 | $ 3,085 | 137 | |||
Voting ownership in the company | 55.20% | ||||||
Operating loss carryforwards | $ 579 | ||||||
Tax credit carryforward | $ 63 | ||||||
Refund of preclosing taxes to be paid to Sellers | 100.00% | 100.00% | |||||
Refund of preclosing taxes to be paid to Sellers, period after closing | 2 years | 2 years | |||||
Deferred tax asset | $ 11,924 | ||||||
Additional paid-in capital | (37,261) | (48,027) | 0 | $ (50,271) | |||
Short-term Tax Receivable Agreement liability | 510 | 510 | 0 | ||||
UE Authority, Co. | |||||||
Related Party Transaction [Line Items] | |||||||
Deferred tax liabilities | 8,675 | ||||||
Income tax expense | $ 137 | $ 0 | |||||
Blocker Corp | |||||||
Related Party Transaction [Line Items] | |||||||
Deferred tax asset | $ 20,100 | 20,100 | |||||
Income taxes receivable | 199 | 199 | |||||
Tax receivable agreement, liability | 16,300 | 16,300 | 16,300 | ||||
Additional paid-in capital | $ 4,000 | 4,000 | |||||
Short-term Tax Receivable Agreement liability | $ 500 | $ 510 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (FY) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred income tax assets: | ||
Investment in DMS Holdings LLC | $ 30,017 | $ 0 |
Reserve accruals | 140 | 57 |
Charitable contributions | 9 | 0 |
Interest carryforward | 1,158 | 0 |
Tax credit carryforwards | 63 | 0 |
Property and equipment | 0 | 522 |
Net operating loss | 150 | 0 |
Total gross deferred income tax assets | 31,537 | 579 |
Less: Valuation allowance | (11,626) | 0 |
Total deferred income tax assets | 19,911 | 579 |
Deferred income tax liabilities: | ||
Intangibles | (6,971) | (9,254) |
Property and equipment | (193) | 0 |
Undistributed earnings | (823) | 0 |
Total deferred income tax liabilities | (7,987) | (9,254) |
Net deferred income tax asset (liability) | $ 11,924 | |
Net deferred income tax asset (liability) | $ (8,675) |
EARNINGS (LOSS) PER SHARE - Rec
EARNINGS (LOSS) PER SHARE - Reconciliation (FY) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||
Net income (loss) | $ (212) | $ (17,867) | $ 1,262 | $ 2,134 | $ 757 | $ (2,233) | $ (9,492) | $ (111) | $ 606 | $ 4,153 | $ (13,714) | $ (11,230) |
Less: Net income (loss) attributable to non-controlling interests subsequent to the Business Combination | $ (93) | (7,481) | (6,363) | |||||||||
Net income (loss) attributable to Digital Media Solutions, Inc. | $ (10,386) | $ (7,351) | ||||||||||
Weighted-average shares outstanding - basic and diluted (in shares) | 32,369 | 32,294 | 32,294 | 32,335 | ||||||||
Class A Common Stock | ||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||
Weighted-average shares outstanding - basic and diluted (in shares) | 32,369 | 32,335 | ||||||||||
Basic and diluted (usd per share) | $ (0.32) | $ (0.23) |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (FY) (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class B Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 26,000,000 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 505,130 | 14,000,000 |
Restricted Stock Units and Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,800,000 |
QUARTERLY FINANCIAL DATA (UNA_3
QUARTERLY FINANCIAL DATA (UNAUDITED) (FY) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Net revenue | $ 96,803 | $ 102,103 | $ 82,829 | $ 75,196 | $ 72,728 | $ 65,154 | $ 57,575 | $ 57,745 | $ 57,822 | $ 332,856 | $ 238,296 | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 69,182 | 74,393 | 57,777 | 52,402 | 50,159 | 33,450 | 39,101 | 38,865 | 39,118 | 234,731 | 161,575 | ||
Net income (loss) | (212) | (17,867) | 1,262 | 2,134 | 757 | (2,233) | (9,492) | (111) | 606 | $ 4,153 | (13,714) | (11,230) | |
Net income (loss) attributable to non-controlling interest | (7,481) | 2,463 | 0 | 0 | 0 | 0 | 0 | 0 | 2,463 | (5,018) | 0 | ||
Net income (loss) attributable to Digital Media Solutions, Inc. | $ (119) | $ (10,386) | $ (1,201) | 2,134 | 757 | (2,233) | (9,492) | (111) | 606 | 1,690 | (8,696) | (11,230) | |
Earnings per share - Basic (usd per share) | $ 0 | $ (0.32) | $ (0.04) | ||||||||||
Earnings per share - Diluted (usd per share) | $ 0 | $ (0.32) | $ (0.04) | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Private Placement Warrant liabilities | $ 22,390 | $ 22,080 | $ 9,400 | 0 | 9,400 | 22,080 | 0 | ||||||
Total liabilities | 299,517 | 298,105 | 273,065 | 250,363 | 273,065 | 298,105 | 250,363 | ||||||
Additional paid-in capital | (37,261) | (48,027) | (50,271) | 0 | (50,271) | (48,027) | 0 | ||||||
Retained earnings | (3,265) | (3,146) | 7,240 | 0 | 7,240 | (3,146) | 0 | ||||||
Total stockholders' deficit | (40,520) | (51,167) | (43,025) | 0 | (43,025) | (51,167) | 0 | ||||||
Non-controlling interest | (39,016) | (44,518) | (37,045) | 0 | (37,045) | (44,518) | 0 | ||||||
Total deficit | (79,536) | (95,685) | (80,070) | (105,671) | (106,258) | (80,070) | (95,685) | (106,258) | $ (73,403) | ||||
General and administrative expenses | 6,962 | 6,807 | 5,297 | 16,756 | 30,020 | 19,927 | |||||||
Income (loss) from operations | 3,477 | 2,479 | 4,599 | 12,916 | 11,951 | (163) | |||||||
Change in fair value of warrant liabilities | 315 | 12,680 | (3,840) | 0 | (3,840) | 8,840 | 0 | ||||||
Net income (loss) before income taxes | (95) | (16,683) | 2,898 | 809 | 6,054 | (10,629) | (11,093) | ||||||
Net income (loss) | (212) | (17,867) | 1,262 | 2,134 | 757 | (2,233) | (9,492) | (111) | 606 | 4,153 | (13,714) | (11,230) | |
Net income (loss) attributable to non-controlling interest | (7,481) | 2,463 | 0 | 0 | 0 | 0 | 0 | 0 | 2,463 | (5,018) | 0 | ||
Net income (loss) attributable to Digital Media Solutions, Inc. | $ (119) | $ (10,386) | $ (1,201) | $ 2,134 | $ 757 | $ (2,233) | $ (9,492) | $ (111) | $ 606 | $ 1,690 | $ (8,696) | $ (11,230) | |
Basic and diluted (usd per share) | $ (0.32) | $ 0.01 | $ 0.09 | $ (0.23) | |||||||||
Weighted-average shares outstanding - basic and diluted (in shares) | 32,369 | 32,294 | 32,294 | 32,335 | |||||||||
Previously Reported | |||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Net income (loss) | $ (5,187) | $ (2,178) | $ 713 | $ (4,474) | |||||||||
Net income (loss) attributable to non-controlling interest | (1,798) | (3,315) | (424) | (2,222) | |||||||||
Net income (loss) attributable to Digital Media Solutions, Inc. | (3,389) | 1,137 | 1,137 | (2,252) | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Private Placement Warrant liabilities | 0 | 0 | 0 | 0 | |||||||||
Total liabilities | 276,025 | 263,665 | 263,665 | 276,025 | |||||||||
Additional paid-in capital | (40,901) | (43,145) | (43,145) | (40,901) | |||||||||
Retained earnings | 1,953 | 5,342 | 5,342 | 1,953 | |||||||||
Total stockholders' deficit | (38,942) | (37,797) | (37,797) | (38,942) | |||||||||
Non-controlling interest | (34,663) | (32,873) | (32,873) | (34,663) | |||||||||
Total deficit | (73,605) | (70,670) | (70,670) | (73,605) | |||||||||
General and administrative expenses | 6,407 | 16,356 | 29,620 | ||||||||||
Income (loss) from operations | 2,879 | 13,316 | 12,351 | ||||||||||
Change in fair value of warrant liabilities | 0 | 0 | 0 | 0 | |||||||||
Net income (loss) before income taxes | (4,003) | (542) | 2,614 | (1,389) | |||||||||
Net income (loss) | (5,187) | (2,178) | 713 | (4,474) | |||||||||
Net income (loss) attributable to non-controlling interest | (1,798) | (3,315) | (424) | (2,222) | |||||||||
Net income (loss) attributable to Digital Media Solutions, Inc. | $ (3,389) | $ 1,137 | $ 1,137 | $ (2,252) | |||||||||
Basic and diluted (usd per share) | $ (0.10) | $ 0.04 | $ 0.04 | $ (0.07) | |||||||||
Weighted-average shares outstanding - basic and diluted (in shares) | 32,369 | 32,294 | 32,294 | 32,335 | |||||||||
Revision of Prior Period, Error Correction, Adjustment | |||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Net income (loss) | $ (12,680) | $ 3,440 | $ 3,440 | $ (9,240) | |||||||||
Net income (loss) attributable to non-controlling interest | (5,683) | 5,777 | 2,887 | (2,796) | |||||||||
Net income (loss) attributable to Digital Media Solutions, Inc. | (6,997) | (2,338) | 553 | (6,444) | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Private Placement Warrant liabilities | 22,080 | 9,400 | 9,400 | 22,080 | |||||||||
Total liabilities | 22,080 | 9,400 | 9,400 | 22,080 | |||||||||
Additional paid-in capital | (7,126) | (7,126) | (7,126) | (7,126) | |||||||||
Retained earnings | (5,099) | 1,898 | 1,898 | (5,099) | |||||||||
Total stockholders' deficit | (12,225) | (5,228) | (5,228) | (12,225) | |||||||||
Non-controlling interest | (9,855) | (4,172) | (4,172) | (9,855) | |||||||||
Total deficit | (22,080) | (9,400) | (9,400) | (22,080) | |||||||||
General and administrative expenses | 400 | 400 | 400 | ||||||||||
Income (loss) from operations | 400 | (400) | 400 | ||||||||||
Change in fair value of warrant liabilities | 12,680 | (3,840) | (3,840) | 8,840 | |||||||||
Net income (loss) before income taxes | (12,680) | 3,440 | 3,440 | (9,240) | |||||||||
Net income (loss) | (12,680) | 3,440 | 3,440 | (9,240) | |||||||||
Net income (loss) attributable to non-controlling interest | (5,683) | 5,777 | 2,887 | (2,796) | |||||||||
Net income (loss) attributable to Digital Media Solutions, Inc. | $ (6,997) | $ (2,338) | $ 553 | $ (6,444) | |||||||||
Basic and diluted (usd per share) | $ (0.22) | $ (0.03) | $ 0.05 | $ (0.16) | |||||||||
Weighted-average shares outstanding - basic and diluted (in shares) |
SUBSEQUENT EVENTS (FY) (Details
SUBSEQUENT EVENTS (FY) (Details) - USD ($) $ in Thousands | Feb. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||
Payments to acquire business | $ 4,454 | $ 0 | $ 2,799 | $ 56,620 | |
Equity issued to acquiree | $ 15,000 | $ 0 | |||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | |||||
Subsequent Event [Line Items] | |||||
Total consideration paid | $ 25,300 | ||||
Payments to acquire business | 5,000 | ||||
Equity issued to acquiree | 15,000 | ||||
Maximum amount of contingent consideration | 4,900 | ||||
Subsequent Event | Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | |||||
Subsequent Event [Line Items] | |||||
Total consideration paid | 20,000 | ||||
Payments to acquire business | 5,000 | ||||
Equity issued to acquiree | 15,000 | ||||
Maximum amount of contingent consideration | $ 15,000 | ||||
Earnout period | 3 years |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (FY) (Details) - SEC Schedule, 12-09, Allowance, Credit Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 941 | $ 952 |
Charge to Costs and Expenses | 3,039 | 836 |
Charged to Other Accounts | 0 | 220 |
Deductions | 859 | 1,067 |
Balance at End of Period | $ 3,121 | $ 941 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Q1) (Details) $ in Thousands | Jul. 14, 2020USD ($) | Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Jul. 15, 2020 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of reportable segments | segment | 3 | 3 | |||||
Allowance for credit loss | $ 3,526 | $ 3,121 | $ 941 | ||||
Provision for bad debt | 410 | $ 143 | 3,039 | 1,550 | |||
Advertising expense | $ 200 | $ 500 | $ 1,200 | 1,600 | |||
Award expiration period | 10 years | 10 years | |||||
Refund of preclosing taxes to be paid to Sellers | 100.00% | 100.00% | |||||
Refund of preclosing taxes to be paid to Sellers, period after closing | 2 years | 2 years | |||||
Deferred tax asset | $ 11,924 | ||||||
Additional paid-in capital | $ (37,261) | (48,027) | 0 | $ (50,271) | |||
Tax receivable agreement liability current | $ 510 | 510 | $ 0 | ||||
Blocker Corp | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Equity method investment, ownership percentage | 56.20% | ||||||
Deferred tax asset | $ 20,100 | 20,100 | |||||
Income taxes receivable | 199 | 199 | |||||
Tax receivable agreement, liability | 16,300 | $ 16,300 | 16,300 | ||||
Additional paid-in capital | $ 4,000 | 4,000 | |||||
Tax receivable agreement liability current | $ 500 | $ 510 | |||||
Software Development Costs | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Amortization period | 3 years | ||||||
Minimum | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Client product return period | 5 days | ||||||
Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Client product return period | 10 days | ||||||
Maximum | Software Development Costs | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Amortization period | 3 years | ||||||
DMSH | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Equity method investment, ownership percentage | 55.50% | 55.50% | |||||
Prism and Clairvest Direct Seller | DMSH | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 44.50% | 44.50% |
BUSINESS COMBINATION (Q1) (Deta
BUSINESS COMBINATION (Q1) (Details) $ in Thousands | Oct. 22, 2020shares | Jul. 15, 2020USD ($)shares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Sep. 30, 2020USD ($) | Jul. 14, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||
Payments to acquire business | $ | $ 4,454 | $ 0 | $ 2,799 | $ 56,620 | ||||
Repayments of debt | $ | $ 1,865 | $ 1,037 | $ 5,641 | 2,775 | ||||
Unit redemption rights ratio | 1 | 1 | ||||||
Voting ownership in the company | 55.20% | |||||||
Deferred tax asset | $ | $ 11,924 | |||||||
Tax receivable agreement liability, noncurrent | $ | $ 15,760 | 15,760 | 0 | |||||
Additional paid-in capital | $ | $ (37,261) | $ (48,027) | $ 0 | $ (50,271) | ||||
Common stock outstanding (in shares) | 0 | |||||||
Warrants outstanding (in shares) | 13,999,998 | |||||||
Blocker Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire business | $ | $ 57,300 | |||||||
Cash acquired from acquisition | $ | $ 30,000 | |||||||
Unit redemption rights ratio | 1 | |||||||
Leo | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants issued (in shares) | 2,000,000 | |||||||
Class A Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Voting ownership in the company | 56.40% | 55.50% | ||||||
Economic ownership in company | 100.00% | 100.00% | ||||||
Common stock outstanding (in shares) | 33,687,000 | 32,392,576 | 0 | |||||
Class A Common Stock | Blocker Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants issued (in shares) | 2,000,000 | |||||||
Class A Common Stock | Leo | IPO | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants issued (in shares) | 10,000,000 | |||||||
Class B Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Voting ownership in the company | 43.60% | 44.50% | ||||||
Economic ownership in company | 0.00% | 0.00% | ||||||
Common stock outstanding (in shares) | 25,999,000 | 25,999,464 | 0 | |||||
Class B Common Stock | Blocker Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | 25,857,070 | |||||||
Class C common stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock outstanding (in shares) | 0 | 0 | 0 | |||||
Class C common stock | Blocker Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | 17,937,954 | |||||||
Blocker Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Deferred tax asset | $ | $ 20,100 | $ 20,100 | ||||||
Additional paid-in capital | $ | 4,000 | $ 4,000 | ||||||
Acquisition costs | $ | $ 2,400 | |||||||
Line of Credit | DMSH | ||||||||
Business Acquisition [Line Items] | ||||||||
Repayments of debt | $ | $ 10,000 | |||||||
PIPE Investors | Class A Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, subscribed (in shares) | 10,424,282 | |||||||
Sale of stock consideration received | $ | $ 100,000 | |||||||
Blocker Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Other ownership interests, units outstanding (in shares) | 32,293,793 | |||||||
Blocker Corp | Class A Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | 98,783 | |||||||
Prism and Clairvest Direct Seller | DMS | ||||||||
Business Acquisition [Line Items] | ||||||||
Voting ownership in the company | 44.00% | |||||||
Prism and Clairvest Direct Seller | DMSH | ||||||||
Business Acquisition [Line Items] | ||||||||
Economic ownership in company | 44.00% | |||||||
Prism and Clairvest Direct Seller | DMSH | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | 142,394 | |||||||
Prism and Clairvest Direct Seller | Class B Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | 142,394 | |||||||
Other ownership interests, units outstanding (in shares) | 25,857,070 |
REVENUE - Narrative (Q1) (Detai
REVENUE - Narrative (Q1) (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)segment | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |||
Number of reportable segments | segment | 3 | 3 | |
Contract with customer, liability | $ 1.1 | $ 1.7 | $ 1.2 |
Contract with customer, receivable, net | $ 2.5 | $ 1.8 | $ 0.8 |
REVENUE (Q1) (Details)
REVENUE (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | $ 96,803 | $ 102,103 | $ 82,829 | $ 75,196 | $ 72,728 | $ 65,154 | $ 57,575 | $ 57,745 | $ 57,822 | $ 332,856 | $ 238,296 |
Brand Direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 56,179 | 40,901 | |||||||||
Marketplace | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 49,259 | 34,178 | |||||||||
Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 2,017 | 1,259 | |||||||||
Corporate and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | (10,652) | (3,610) | |||||||||
Customer acquisition | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 91,350 | 69,021 | 305,630 | 220,609 | |||||||
Customer acquisition | Brand Direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 52,901 | 38,453 | |||||||||
Customer acquisition | Marketplace | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 49,101 | 34,178 | |||||||||
Customer acquisition | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 0 | 0 | |||||||||
Customer acquisition | Corporate and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | (10,652) | (3,610) | |||||||||
Managed services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 3,946 | 2,898 | 24,008 | 14,623 | |||||||
Managed services | Brand Direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 3,278 | 2,448 | |||||||||
Managed services | Marketplace | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 158 | 0 | |||||||||
Managed services | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 510 | 450 | |||||||||
Managed services | Corporate and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 0 | 0 | |||||||||
Software services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 1,507 | 809 | $ 3,218 | $ 3,064 | |||||||
Software services | Brand Direct | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 0 | 0 | |||||||||
Software services | Marketplace | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 0 | 0 | |||||||||
Software services | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 1,507 | 809 | |||||||||
Software services | Corporate and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | $ 0 | $ 0 |
REPORTABLE SEGMENTS (Q1) (Detai
REPORTABLE SEGMENTS (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | $ 96,803 | $ 102,103 | $ 82,829 | $ 75,196 | $ 72,728 | $ 65,154 | $ 57,575 | $ 57,745 | $ 57,822 | $ 332,856 | $ 238,296 | |
Cost of revenue | 69,182 | $ 74,393 | 57,777 | $ 52,402 | 50,159 | $ 33,450 | $ 39,101 | $ 38,865 | $ 39,118 | 234,731 | 161,575 | |
Gross profit | 27,621 | 22,569 | 98,125 | 76,721 | ||||||||
Salaries and related costs | 10,269 | 8,331 | 33,386 | 27,978 | ||||||||
General and administrative expenses | 6,962 | 6,807 | 5,297 | $ 16,756 | 30,020 | 19,927 | ||||||
Acquisition costs | 1,494 | 27 | 4,814 | 19,234 | ||||||||
Depreciation and amortization | 5,419 | 4,315 | 17,954 | 9,745 | ||||||||
Income (loss) from operations | 3,477 | $ 2,479 | 4,599 | $ 12,916 | 11,951 | (163) | ||||||
Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 9,357 | 5,597 | ||||||||||
Corporate, Non-Segment | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | (10,652) | (3,610) | (30,051) | (15,437) | ||||||||
Cost of revenue | (8,894) | (3,659) | (30,051) | (15,580) | ||||||||
Gross profit | (1,758) | 49 | 0 | 143 | ||||||||
Brand Direct | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 56,179 | 40,901 | ||||||||||
Brand Direct | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 56,179 | 40,901 | 197,550 | 174,738 | ||||||||
Cost of revenue | 41,061 | 30,888 | 151,526 | 130,429 | ||||||||
Gross profit | 15,118 | 10,013 | 46,024 | 44,309 | ||||||||
Marketplace | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 49,259 | 34,178 | ||||||||||
Marketplace | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 49,259 | 34,178 | 155,999 | 73,398 | ||||||||
Cost of revenue | 36,599 | 22,899 | 109,921 | 46,613 | ||||||||
Gross profit | 12,660 | 11,279 | 46,078 | 26,785 | ||||||||
Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 2,017 | 1,259 | ||||||||||
Other | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 2,017 | 1,259 | 9,357 | 5,597 | ||||||||
Cost of revenue | 416 | 31 | 3,335 | 113 | ||||||||
Gross profit | $ 1,601 | $ 1,228 | $ 6,022 | $ 5,484 |
PROPERTY AND EQUIPMENT (Q1) (De
PROPERTY AND EQUIPMENT (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Gross, total | $ 24,381 | $ 21,222 | $ 11,952 |
Less: Accumulated depreciation and amortization | (7,853) | (6,206) | (3,224) |
Property and equipment, net | $ 16,528 | $ 15,016 | 8,728 |
Computers and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 3 years | 3 years | |
Gross, total | $ 2,010 | $ 1,684 | 1,750 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 5 years | 5 years | |
Gross, total | $ 905 | $ 305 | 901 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 7 years | 7 years | |
Gross, total | $ 692 | $ 320 | 503 |
Software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 3 years | ||
Gross, total | $ 20,774 | $ 18,913 | $ 8,798 |
PROPERTY AND EQUIPMENT - Narr_2
PROPERTY AND EQUIPMENT - Narrative (Q1) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 0.1 | $ 0.1 | $ 3.7 | $ 1.3 |
Unamortized balance of capitalized software development costs | 14.7 | 14 | 7.1 | |
Capitalized computer software, amortization | $ 1 | $ 0.7 | $ 3 | $ 1.2 |
GOODWILL AND INTANGIBLE ASSET_9
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning balance | $ 44,904 | $ 41,826 | $ 12,103 |
Additions (Note 8) | 4,853 | 3,078 | 29,723 |
Goodwill, Ending balance | 49,757 | 44,904 | 41,826 |
Brand Direct | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning balance | 8,616 | 8,616 | 8,616 |
Additions (Note 8) | 4,853 | 0 | 0 |
Goodwill, Ending balance | 13,469 | 8,616 | 8,616 |
Marketplace | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning balance | 32,660 | 32,660 | 2,937 |
Additions (Note 8) | 0 | 0 | 29,723 |
Goodwill, Ending balance | 32,660 | 32,660 | 32,660 |
Other | Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning balance | 3,628 | 550 | 550 |
Additions (Note 8) | 0 | 3,078 | 0 |
Goodwill, Ending balance | $ 3,628 | $ 3,628 | $ 550 |
GOODWILL AND INTANGIBLE ASSE_10
GOODWILL AND INTANGIBLE ASSETS - Narrative (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 4,100,000 | $ 3,500,000 | $ 14,200,000 | $ 8,000,000 |
Goodwill accumulated impairment loss | $ 0 | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSE_11
GOODWILL AND INTANGIBLE ASSETS - Finite-lived Intangible Assets (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 93,343 | $ 76,202 | $ 73,531 |
Accumulated Amortization | (32,314) | (29,755) | (15,596) |
Net | 61,029 | 46,447 | 57,935 |
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 58,508 | 48,008 | 47,946 |
Accumulated Amortization | (22,795) | (21,454) | (9,751) |
Net | $ 35,713 | $ 26,554 | 38,195 |
Technology | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 3 years | 3 years | |
Technology | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 5 years | 5 years | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 28,092 | $ 21,794 | 19,583 |
Accumulated Amortization | (7,621) | (6,749) | (3,078) |
Net | $ 20,471 | $ 15,045 | 16,505 |
Customer relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 1 year | 1 year | |
Customer relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 12 years | 12 years | |
Brand | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 4,521 | $ 4,295 | 4,187 |
Accumulated Amortization | (1,174) | (961) | (2,556) |
Net | $ 3,347 | $ 3,334 | 1,631 |
Brand | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 1 year | 1 year | |
Brand | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 5 years | 5 years | |
Non-competition agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 3 years | 3 years | |
Gross | $ 2,222 | $ 2,105 | 1,815 |
Accumulated Amortization | (724) | (591) | (211) |
Net | $ 1,498 | $ 1,514 | $ 1,604 |
DEBT - Schedule of Debt (Q1) (D
DEBT - Schedule of Debt (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Debt | $ 201,987 | $ 203,851 | $ 208,239 |
Unamortized debt issuance costs | (2,060) | (2,293) | (3,041) |
Debt, net | 199,927 | 201,558 | 205,198 |
Current portion of long-term debt | (7,141) | (7,967) | (4,150) |
Long-term debt | 192,786 | 193,591 | 201,048 |
Term loan | |||
Debt Instrument [Line Items] | |||
Debt | 189,546 | 190,541 | 194,810 |
Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Debt | 4,000 | 4,000 | 5,000 |
Delayed draw term loan | |||
Debt Instrument [Line Items] | |||
Debt | 8,194 | 8,236 | 8,429 |
Insurance Premium | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 247 | $ 1,074 | $ 0 |
DEBT - Narrative (Q1) (Details)
DEBT - Narrative (Q1) (Details) - USD ($) $ in Thousands | Jan. 07, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 03, 2018 |
Debt Instrument [Line Items] | ||||||
Payments of debt issuance costs | $ 0 | $ 22 | $ 189 | $ 1,456 | ||
Monroe Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 120,000 | |||||
Debt covenant, expected payment | $ 4,200 | 4,200 | ||||
Monroe Facility | Revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Increase to borrowing capacity | $ 15,000 | 2,500 | ||||
Payments of debt issuance costs | $ 1,500 | |||||
Monroe Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 199,000 | $ 100,000 | ||||
Monroe Facility | Amended Capacity, Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 212,700 | $ 229,000 | $ 221,500 | |||
Effective rate | 5.20% | 5.20% | 6.80% |
DEBT - Maturity of Debt (Q1) (D
DEBT - Maturity of Debt (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | |||
2021 | $ 7,141 | ||
2022 | 8,000 | $ 7,967 | |
2023 | 186,846 | 8,000 | |
2024 | 0 | 187,884 | |
2025 and thereafter | 0 | ||
Debt, net | $ 201,987 | $ 203,851 | $ 208,239 |
ACQUISITIONS - Narrative (Q1) (
ACQUISITIONS - Narrative (Q1) (Details) - USD ($) shares in Thousands, $ in Thousands | Feb. 01, 2021 | Jul. 16, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 15, 2020 |
Business Acquisition [Line Items] | |||||||
Payments to acquire business | $ 4,454 | $ 0 | $ 2,799 | $ 56,620 | |||
Equity issued to acquiree | 15,000 | $ 0 | |||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 25,300 | ||||||
Payments to acquire business | 5,000 | ||||||
Equity issued to acquiree | 15,000 | ||||||
Contingent consideration | 4,900 | ||||||
Working capital | 300 | ||||||
Acquisition costs | $ 500 | ||||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | Milestone | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration | $ 15,000 | ||||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | Class A Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Equity issued to acquiree (in shares) | 1,290 | ||||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | Technology | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 7 years | ||||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | Brand | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 3 years | ||||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | Brand | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 1 year | ||||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | Brand | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 5 years | ||||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 5 years | ||||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | Customer relationships | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 5 years | ||||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | Customer relationships | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 7 years | ||||||
SmarterChaos | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition costs | $ 400 | $ 400 | |||||
Payments to acquire business | $ 5,800 | ||||||
SmarterChaos | DMSH | |||||||
Business Acquisition [Line Items] | |||||||
Equity issued to acquiree (in shares) | 307 | ||||||
Value of equity issued | $ 3,000 | ||||||
SmarterChaos | Brand | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 3 years | ||||||
SmarterChaos | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 5 years |
ACQUISITIONS - Assets Acquire_2
ACQUISITIONS - Assets Acquired and Liabilities Assumed (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Feb. 01, 2021 | Dec. 31, 2020 | Jul. 16, 2020 | Dec. 31, 2019 | Nov. 01, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 49,757 | $ 44,904 | $ 41,826 | $ 12,103 | |||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 4,853 | ||||||
Other assets acquired | 5,100 | ||||||
Liabilities assumed | (3,446) | ||||||
Net assets acquired | 25,270 | ||||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | Brand | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets acquired | 226 | ||||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | Non-competition agreements | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets acquired | $ 117 | ||||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | Technology | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets acquired | 10,500 | ||||||
Aimtell Inc., PushPros Inc., and Aramis Interactive, LLC | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets acquired | $ 7,920 | ||||||
SmarterChaos | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 3,078 | ||||||
Accounts receivable | 576 | ||||||
Other assets acquired | 30 | ||||||
Liabilities assumed | (662) | ||||||
Net assets acquired | 5,799 | ||||||
SmarterChaos | Brand | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets acquired | 277 | ||||||
SmarterChaos | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets acquired | $ 2,500 | ||||||
UE Authority, Co. | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 29,723 | ||||||
Other assets acquired | 6,393 | ||||||
Liabilities assumed | (9,045) | ||||||
Net assets acquired | 56,620 | ||||||
UE Authority, Co. | Brand | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets acquired | 690 | ||||||
UE Authority, Co. | Non-competition agreements | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets acquired | 1,520 | ||||||
UE Authority, Co. | Technology | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets acquired | 26,000 | ||||||
UE Authority, Co. | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets acquired | $ 10,300 |
RESTRUCTURING COSTS - Narrative
RESTRUCTURING COSTS - Narrative (Q1) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)ft²rental_location | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Lease cost | $ 400 | $ 600 | $ 2,000 | $ 2,200 |
Lease reserve | 3,000 | 4,200 | ||
Valuation adjustments | 351 | |||
Restructuring costs | $ 300 | |||
Number of properties under lease termination agreement | rental_location | 12 | |||
Number of properties under lease termination agreement, rental area | ft² | 62,113 | |||
Payment made to release all future obligations | $ 400 | |||
Accounts Payable and Accrued Liabilities | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease reserve | 1,300 | 1,700 | ||
Other Noncurrent Liabilities | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease reserve | $ 1,700 | $ 1,900 |
RESTRUCTURING COSTS - Lease Lia
RESTRUCTURING COSTS - Lease Liability (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Restructuring and Related Activities [Abstract] | ||
2021 | $ 1,562 | |
2022 | 1,963 | $ 1,815 |
2023 | 1,966 | 1,787 |
2024 | 1,537 | 1,845 |
2025 | 404 | 1,418 |
Thereafter | 0 | |
Total | $ 7,432 | $ 7,269 |
RESTRUCTURING COSTS - Restructu
RESTRUCTURING COSTS - Restructuring Costs (Q1) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance at December 31, 2020 | $ 3,653 |
Valuation adjustments | (351) |
Lease payments | (383) |
Lease accretion | 47 |
Ending balance at March 31, 2021 | $ 2,966 |
FAIR VALUE MEASUREMENTS - Nar_2
FAIR VALUE MEASUREMENTS - Narrative (Q1) (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding (in shares) | 13,999,998 | |
Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding (in shares) | 4,000,000 | 4,000,000 |
FAIR VALUE MEASUREMENTS - Lia_2
FAIR VALUE MEASUREMENTS - Liabilities Measured on a Recurring Basis (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Private Placement Warrant liabilities | $ 22,390 | $ 22,080 | $ 9,400 | $ 0 |
Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Private Placement Warrant liabilities | 22,390 | 22,080 | ||
Contingent consideration | 5,307 | 1,000 | ||
Total | 5,307 | 22,080 | 1,000 | |
Fair Value, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Private Placement Warrant liabilities | 0 | 0 | ||
Contingent consideration | 0 | 0 | ||
Total | 0 | 0 | 0 | |
Fair Value, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Private Placement Warrant liabilities | 0 | 0 | ||
Contingent consideration | 0 | 0 | ||
Total | 0 | 0 | 0 | |
Fair Value, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Private Placement Warrant liabilities | 22,390 | 22,080 | ||
Contingent consideration | 5,307 | 1,000 | ||
Total | $ 5,307 | $ 22,080 | $ 1,000 |
FAIR VALUE MEASUREMENTS - Lev_2
FAIR VALUE MEASUREMENTS - Level 2 Reconciliation (Q1) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Beginning balance | $ 22,080 |
Additions | 0 |
Changes in fair value | 315 |
Exercised | (5) |
Ending balance | $ 22,390 |
FAIR VALUE MEASUREMENTS - Lev_3
FAIR VALUE MEASUREMENTS - Level 3 Reconciliation (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 0 | $ 1,000 | $ 10,073 |
Additions | 4,925 | 0 | 0 |
Changes in fair value | 382 | ||
Settlements | 0 | (1,000) | (22,914) |
Ending balance | $ 5,307 | $ 0 | $ 1,000 |
EQUITY - Authorized Capitaliz_2
EQUITY - Authorized Capitalization (Q1) (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 600,000,000 | 600,000,000 | |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock outstanding (in shares) | 0 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock outstanding (in shares) | 33,687,000 | 32,392,576 | 0 |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 60,000,000 | 60,000,000 | 60,000,000 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock outstanding (in shares) | 25,999,000 | 25,999,464 | 0 |
Class C common stock | |||
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 40,000,000 | 40,000,000 | 40,000,000 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock outstanding (in shares) | 0 | 0 | 0 |
EQUITY - Company Common Stock_2
EQUITY - Company Common Stock (Q1) (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 15, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Common stock outstanding (in shares) | 0 | |||
Company Stock, Voting Ownership | 55.20% | |||
SmarterChaos Sellers | ||||
Class of Stock [Line Items] | ||||
Economic Ownership in DMSH | 0.50% | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock outstanding (in shares) | 33,687,000 | 32,392,576 | 0 | |
Economic Ownership in DMSH | 56.20% | 55.20% | ||
Economic Ownership in the Company | 100.00% | 100.00% | ||
Company Stock, Voting Ownership | 55.50% | 56.40% | ||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock outstanding (in shares) | 25,999,000 | 25,999,464 | 0 | |
Economic Ownership in DMSH | 43.30% | 44.30% | ||
Economic Ownership in the Company | 0.00% | 0.00% | ||
Company Stock, Voting Ownership | 44.50% | 43.60% |
EQUITY - Voting Rights, Divid_2
EQUITY - Voting Rights, Dividend Rights, Conversion of Company Class C Common Stock, Preferred Stock (Q1) (Details) | Jan. 14, 2021 | Mar. 31, 2021votingRightshares | Dec. 31, 2020votingRightshares | Dec. 31, 2019shares |
Equity [Abstract] | ||||
Voting rights per each share | votingRight | 1 | 1 | ||
Class of Stock [Line Items] | ||||
Common stock outstanding (in shares) | 0 | |||
Equity conversion ratio | 1 | 1 | ||
Preferred stock outstanding (in shares) | 0 | 0 | 0 | |
Class C common stock | ||||
Class of Stock [Line Items] | ||||
Common stock outstanding (in shares) | 0 | 0 | 0 | |
Equity conversion ratio | 1 | 1 |
EQUITY - Warrants (Q1) (Details
EQUITY - Warrants (Q1) (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Warrant exercise price (usd per share) | $ 0.01 | |
Warrants, term | 5 years | |
Warrants outstanding (in shares) | 13,999,998 | |
Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Share price (usd per share) | $ 18 | |
Public Warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price (usd per share) | $ 0.01 | |
Warrants, term | 5 years | |
Warrants outstanding (in shares) | 10,000,000 | |
Public Warrant | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price (usd per share) | $ 11.50 | |
Share price (usd per share) | $ 18 |
EQUITY - Noncontrolling Inter_2
EQUITY - Noncontrolling Interest (Q1) (Details) - shares shares in Thousands | Jul. 16, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 15, 2020 |
SmarterChaos | DMSH | ||||
Noncontrolling Interest [Line Items] | ||||
Equity issued to acquiree (in shares) | 307 | |||
DMSH | Prism and Clairvest Direct Seller | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 44.50% | 44.50% | ||
DMS | Prism and Clairvest Direct Seller | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 43.90% | 44.80% |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Registration Rights (Q1) (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2017USD ($)takedown | |
Related Party Transactions [Abstract] | ||
Shelf takedown, aggregate minimum amount | $ | $ 20 | |
Shelf takedown, maximum number | takedown | 4 | |
Shelf takedown, period per incident | 6 months | 6 months |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Amended Partnership Agreement (Q1) (Details) | Jan. 14, 2021 | Mar. 31, 2021shares | Dec. 31, 2020shares |
Related Party Transaction [Line Items] | |||
Equity conversion ratio | 1 | 1 | |
Non-Blocker Members | Amended Partnership Agreement | |||
Related Party Transaction [Line Items] | |||
Equity conversion ratio | 1 | 1 | |
Conversion, minimum units (in shares) | 10,000 | 10,000 |
RELATED PARTY TRANSACTIONS - _4
RELATED PARTY TRANSACTIONS - Tax Receivable Agreement (Q1) (Details) - USD ($) $ in Thousands | Jul. 14, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||||
Refund of preclosing taxes to be paid to Sellers | 100.00% | 100.00% | |||
Refund of preclosing taxes to be paid to Sellers, period after closing | 2 years | 2 years | |||
Deferred tax asset | $ 11,924 | ||||
Additional paid-in capital | (48,027) | $ (37,261) | $ (50,271) | $ 0 | |
Tax receivable agreement liability current | 510 | 510 | $ 0 | ||
Blocker Corp | |||||
Related Party Transaction [Line Items] | |||||
Deferred tax asset | $ 20,100 | 20,100 | |||
Income taxes receivable | 199 | 199 | |||
Tax receivable agreement, liability | 16,300 | 16,300 | 16,300 | ||
Additional paid-in capital | $ 4,000 | 4,000 | |||
Tax receivable agreement liability current | $ 510 | $ 500 |
RELATED PARTY TRANSACTIONS - _5
RELATED PARTY TRANSACTIONS - Lock-Up Agreement (Q1) (Details) - Lock-Up Agreement | Jul. 29, 2020shares |
Chief Executive Officer | |
Related Party Transaction [Line Items] | |
Warrants transferred (in shares) | 538,912 |
Chief Operating Officer | |
Related Party Transaction [Line Items] | |
Warrants transferred (in shares) | 538,911 |
RELATED PARTY TRANSACTIONS - _6
RELATED PARTY TRANSACTIONS - Management Agreement (Q1) (Details) - Management and Advisory Services - Management - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Quarterly retainer to related party | $ 50 | $ 50 | |
General and administrative, related party expenses | $ 100 | $ 200 |
RELATED PARTY TRANSACTIONS - _7
RELATED PARTY TRANSACTIONS - Prism Incentive Agreement (Q1) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||
Payments to acquire business | $ 4,454 | $ 0 | $ 2,799 | $ 56,620 | |
Prism Data | |||||
Related Party Transaction [Line Items] | |||||
Payments to acquire business | $ 850 | ||||
Loss Contingency Accrual | $ 2,000 | $ 2,000 |
EMPLOYEE AND DIRECTOR INCENT_10
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Narrative (Q1) (Details) | Jan. 14, 2021shares | Oct. 28, 2020shares | Jul. 15, 2020shares | Mar. 31, 2021USD ($)plan$ / sharesshares | Dec. 31, 2020USD ($)plan$ / sharesshares | Mar. 31, 2020$ / shares | Dec. 31, 2019$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity conversion ratio | 1 | 1 | |||||
Stock-based compensation expense | $ | $ 1,400,000 | $ 1,000,000 | |||||
Number of share based compensation plans | plan | 2 | 2 | |||||
Contract period | 10 years | 10 years | |||||
Weighted-average grant-date strike price of options ($ per share) | $ / shares | $ 11.65 | $ 7.31 | |||||
Intrinsic value of options exercised | $ | $ 0 | $ 0 | |||||
Shares converted (in shares) | 0 | 0 | |||||
Options exercised (in shares) | 0 | 0 | |||||
Warrants exercised (in shares) | 0 | 0 | |||||
Unrecognized stock-based compensation | $ | $ 10,300,000 | $ 10,600,000 | |||||
Fair value of vested shares | $ | $ 0 | $ 0 | |||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares granted (in shares) | 36,790 | 37,000 | 1,245,000 | ||||
Stock-based compensation expense | $ | $ 8,500,000 | $ 8,800,000 | |||||
Weighted-average remaining period of RSUs | 2 years 3 months 14 days | 2 years 6 months 14 days | |||||
Weighted average grant date fair value ($ per share) | $ / shares | $ 7.31 | $ 7.09 | $ 0 | ||||
Options exercised (in shares) | 0 | 0 | |||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options exercised (in shares) | 0 | 0 | |||||
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 | Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares granted (in shares) | 1,200,000 | ||||||
Continuous service period | 3 years | 3 years | |||||
2020 Omnibus Incentive Plan | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Contract period | 10 years |
EMPLOYEE AND DIRECTOR INCENT_11
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - RSU Activity (Q1) (Details) - Restricted Stock Units (RSUs) - $ / shares | Jan. 14, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Number of Restricted Stock | |||
Beginning balance (in shares) | 1,197,000 | 0 | |
Granted (in shares) | 36,790 | 37,000 | 1,245,000 |
Forfeited/Canceled (in shares) | (95,000) | (48,000) | |
Vested (in shares) | 0 | 0 | |
Ending balance (in shares) | 1,139,000 | 1,197,000 | |
Vested at December 31, 2020 (in shares) | 0 | 0 | |
Weighted-Average Grant Date Fair Value | |||
Beginning balance, Weighted average grant date fair value ($ per share) | $ 7.31 | $ 0 | |
Granted, Weighted average grant date fair value ($ per share) | 11.65 | 7.31 | |
Forfeited, Weighted average grant date fair value ($ per share) | 11.65 | 7.31 | |
Vested, Weighted average grant date fair value ($ per share) | 0 | 0 | |
Ending balance, Weighted average grant date fair value ($ per share) | 7.31 | ||
Vested at December 31, 2020, Weighted average grant date fair value ($ per share) | $ 0 | $ 0 |
EMPLOYEE AND DIRECTOR INCENT_12
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Share-based Compensation Weighted Average Assumptions (Q1) (Details) - Stock Options - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair market value (usd per share) | $ 3.28 | $ 3.34 |
Risk-free rate | 0.50% | 0.40% |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 49.30% | 49.40% |
Expected term (in years) | 5 years 9 months 18 days | 5 years 10 months 24 days |
EMPLOYEE AND DIRECTOR INCENT_13
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Stock Option Activity (Q1) (Details) - $ / shares | Jan. 14, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of Stock Options | ||||
Granted (in shares) | 64,000 | 1,819,000 | ||
Exercised (in shares) | 0 | 0 | ||
Stock Options | ||||
Number of Stock Options | ||||
Beginning balance (in shares) | 551,000 | 0 | ||
Granted (in shares) | 27,000 | 574,000 | ||
Exercised (in shares) | 0 | 0 | ||
Forfeited/expired (in shares) | (44,000) | (23,000) | ||
Ending balance (in shares) | 534,000 | 551,000 | 0 | |
Weighted-Average Grant Date Fair Value | ||||
Beginning balance, Weighted average exercise price per share (in $ per share) | $ 3.34 | $ 0 | ||
Granted, Weighted average exercise price per share (in $ per share) | 5.27 | 3.34 | ||
Exercised, Weighted average exercise price per share (in $ per share) | 0 | 0 | ||
Forfeited/expired, Weighted average exercise price per share (in $ per share) | 5.27 | 0 | ||
Ending balance, Weighted average exercise price per share (in $ per share) | $ 3.28 | $ 3.34 | $ 0 | |
Weighted-Average Remaining Contractual Term (in Years) | ||||
Outstanding at January 1, 2021 | 5 years 9 months 18 days | 5 years 10 months 24 days | 5 years 9 months 18 days | |
Granted | 5 years 9 months 18 days | 5 years 10 months 24 days | ||
Outstanding at March 31, 2021 | 5 years 9 months 18 days | 5 years 10 months 24 days | 5 years 9 months 18 days |
EMPLOYEE AND DIRECTOR INCENT_14
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Nonvested (Q1) (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Non-vested at January 1, 2020 (in shares) | 1,748,000 | 0 |
Granted (in shares) | 64,000 | 1,819,000 |
Vested (in shares) | 0 | 0 |
Forfeited (in shares) | (139,000) | (71,000) |
Non-vested at December 31, 2020 (in shares) | 1,673,000 | 1,748,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Non-vested at January 1, 2020 ($ per share) | $ 7.31 | $ 0 |
Granted ($ per share) | 8.96 | 7.31 |
Weighted-average grant-date fair value of option ($ per share) | 0 | 0 |
Forfeited ($ per share) | 9.62 | 7.31 |
Non-vested at December 31, 2020 ($ per share) | $ 5.88 | $ 7.31 |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES - Narrative (Q1) (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lease cost | $ 0.4 | $ 0.6 | $ 2 | $ 2.2 |
Lessee, Lease, Description [Line Items] | ||||
Lease reserve | $ 3 | $ 4.2 | ||
Unit redemption rights ratio | 1 | 1 | ||
Accounts Payable and Accrued Liabilities | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease reserve | $ 1.3 | $ 1.7 | ||
Other Noncurrent Liabilities | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease reserve | $ 1.7 | $ 1.9 |
COMMITMENTS AND CONTINGENCIES_7
COMMITMENTS AND CONTINGENCIES - Lease Liability (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 1,562 | |
2022 | 1,963 | $ 1,815 |
2023 | 1,966 | 1,787 |
2024 | 1,537 | 1,845 |
2025 | 404 | 1,418 |
Thereafter | 0 | |
Total | $ 7,432 | $ 7,269 |
INCOME TAXES (Q1) (Details)
INCOME TAXES (Q1) (Details) - USD ($) $ in Thousands | Jul. 14, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 |
Related Party Transaction [Line Items] | ||||||
Effective tax rate | 124.64% | |||||
Income tax expense | $ 117 | $ 52 | $ 3,085 | $ 137 | ||
Refund of preclosing taxes to be paid to Sellers | 100.00% | 100.00% | ||||
Refund of preclosing taxes to be paid to Sellers, period after closing | 2 years | 2 years | ||||
Deferred tax asset | $ 11,924 | |||||
Additional paid-in capital | (37,261) | (48,027) | 0 | $ (50,271) | ||
Tax receivable agreement liability current | $ 510 | $ 510 | $ 0 | |||
DMSH | ||||||
Related Party Transaction [Line Items] | ||||||
Equity method investment, ownership percentage | 55.50% | 55.50% | ||||
Blocker Corp | ||||||
Related Party Transaction [Line Items] | ||||||
Equity method investment, ownership percentage | 56.20% | |||||
Deferred tax asset | $ 20,100 | $ 20,100 | ||||
Income taxes receivable | 199 | 199 | ||||
Tax receivable agreement, liability | 16,300 | $ 16,300 | 16,300 | |||
Additional paid-in capital | $ 4,000 | 4,000 | ||||
Tax receivable agreement liability current | $ 500 | $ 510 |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation (Q1) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||
Net income (loss) | $ (212) | $ (17,867) | $ 1,262 | $ 2,134 | $ 757 | $ (2,233) | $ (9,492) | $ (111) | $ 606 | $ 4,153 | $ (13,714) | $ (11,230) |
Less: Net income attributable to non-controlling interests | (93) | (7,481) | (6,363) | |||||||||
Net income (loss) attributable to Digital Media Solutions, Inc. | $ (119) | $ (10,386) | $ (1,201) | $ 2,134 | $ 757 | $ (2,233) | $ (9,492) | $ (111) | $ 606 | $ 1,690 | $ (8,696) | $ (11,230) |
Weighted-average shares of Class A Common Stock outstanding - basic (in shares) | 33,241 | |||||||||||
Weighted-average shares of Class A Common Stock outstanding - diluted (in shares) | 33,241 | |||||||||||
Earnings per share of Class A Common Stock - basic (usd per share) | $ 0 | $ (0.32) | $ (0.04) | |||||||||
Earnings per share of Class A Common Stock - diluted (usd per share) | $ 0 | $ (0.32) | $ (0.04) | |||||||||
Class A Common Stock | ||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||
Weighted-average shares of Class A Common Stock outstanding - basic (in shares) | 33,241 | |||||||||||
Weighted-average shares of Class A Common Stock outstanding - diluted (in shares) | 33,241 | |||||||||||
Earnings per share of Class A Common Stock - basic (usd per share) | $ 0 | |||||||||||
Earnings per share of Class A Common Stock - diluted (usd per share) | $ 0 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Q1) (Details) - shares | Jan. 14, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Stock options granted (in shares) | 64,000 | 1,819,000 | |
Stock Options | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded | 84,009 | ||
Restricted Stock Units (RSUs) | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded | 530,745 | ||
Warrant | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded | 505,130 | 14,000,000 | |
Class B Common Stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded | 26,000,000 | ||
Private Placement | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded | 202,052 | ||
Common Stock - Contingent Consideration | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded | 1,237,636 | ||
Contingent Consideration - Convertible Equity | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded | 26,306,841 | ||
Restricted Stock Units (RSUs) | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Shares granted (in shares) | 36,790 | 37,000 | 1,245,000 |
Stock Options | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Stock options granted (in shares) | 27,000 | 574,000 |
SUBSEQUENT EVENTS (Q1) (Details
SUBSEQUENT EVENTS (Q1) (Details) - USD ($) $ in Thousands | Apr. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||
Payments to acquire business | $ 4,454 | $ 0 | $ 2,799 | $ 56,620 | |
Equity issued to acquiree | $ 15,000 | $ 0 | |||
Subsequent Event | Crisp Results | |||||
Subsequent Event [Line Items] | |||||
Consideration transferred | $ 40,000 | ||||
Payments to acquire business | 20,000 | ||||
Equity issued to acquiree | 20,000 | ||||
Contingent consideration | $ 10,000 | ||||
Earnout period | 12 months | ||||
Deferred payment | $ 5,000 |