Digital Media Solutions (DMSLQ) 10-Q 10 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 06, 2022
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity Registrant Name	Digital Media Solutions, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38393
Entity Tax Identification Number	98-1399727
Entity Address, Address Line One	4800 140th Avenue N.
Entity Address, Address Line Two	Suite 101
Entity Address, City or Town	Clearwater
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33762
City Area Code	877
Local Phone Number	236-8632
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001725134
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Class A Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	DMS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		36,403,202
Class B Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		25,699,464
Redeemable warrants to acquire Class A common stock
Entity Information [Line Items]
Title of 12(b) Security	Redeemable warrants to acquire Class A common stock
Trading Symbol	DMS WS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		13,999,078

CONSOLIDATED CONDENSED BALANCE

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

CONSOLIDATED STATEMENTS OF OPER

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

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands		Total	Aimtell, PushPros and Aramis	SmarterChaos	Class A Common Stock	Class B Common Stock	Total Stockholders' Deficit	Total Stockholders' DeficitAimtell, PushPros and Aramis	Common StockClass A Common Stock	Common StockClass A Common StockAimtell, PushPros and Aramis	Common StockClass A Common StockSmarterChaos	Common StockClass B Common Stock	Additional Paid-in Capital	Additional Paid-in CapitalAimtell, PushPros and Aramis	Retained Earnings	Non- controlling Interest	Non- controlling InterestAimtell, PushPros and Aramis
Beginning balance (in shares) at Dec. 31, 2020									32,393			25,999
Beginning balance at Dec. 31, 2020		$ (95,685)					$ (51,167)		$ 3			$ 3	$ (48,027)		$ (3,146)	$ (44,518)
Net income (loss)		(212)					(119)								(119)	(93)
Shares issued in connection with acquisition (in shares)										1,293
Shares issued in connection with acquisition			$ 15,000					$ 9,384						$ 9,384			$ 5,616
Exercise of warrants to issue Class A common stock (in shares)									1
Exercise of warrants to issue Class A common stock		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			25,999
Ending balance at Mar. 31, 2021		(79,536)					(40,520)		$ 3			$ 3	(37,261)		(3,265)	(39,016)
Beginning balance (in shares) at Dec. 31, 2021									36,226,000			25,699,000
Beginning balance at Dec. 31, 2021		(47,818)					(26,177)		$ 3			$ 3	(25,239)		(944)	(21,641)
Net income (loss)		(5,357)					(3,134)								(3,134)	(2,223)
Stock issued during period, conversion of convertible securities (in shares)	[1]										153,000
Stock issued during period, conversion of convertible securities	[1]			$ 0
Stock-based compensation		1,942					1,942						1,942
Shares issued under the 2020 Omnibus Incentive Plan (in shares)									15,000
Shares issued under the 2020 Omnibus Incentive Plan		0
Distributions to non-controlling interest holders	[2]	(573)														(573)
Impact of transactions affecting non-controlling interest	[3]	0					(457)						(457)			457
Ending balance (in shares) at Mar. 31, 2022					36,394,000	25,699,000			36,394,000			25,699,000
Ending balance at Mar. 31, 2022		(51,806)					$ (27,826)		$ 3			$ 3	$ (23,754)		$ (4,078)	$ (23,980)
Unpaid distributions		$ 10
[1]	On January 17, 2022, the Sellers of SmarterChaos redeemed their remaining non-controlling interest held through DMSH Units in exchange for 154 thousand shares of Class A Common Stock in DMS, Inc. The non-controlling interest held by the Sellers of SmarterChaos did not include related Class B Common Stock to be retired upon redemption.
[2]	Represents tax distributions to shareholders Prism, Clairvest and the Sellers of SmarterChaos. As of March 31, 2022, $10 thousand of these distributions have not been paid.
[3]	The carrying amount of non-controlling interest was adjusted primarily to reflect the change in ownership interest caused by additional DMSH units redeemed and issued to Class A Common Stock by the Sellers of SmarterChaos.

CONSOLIDATED STATEMENTS OF CASH

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

CONSOLIDATED CONDENSED BALANC_2

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

BUSINESS, BASIS OF PRESENTATION

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Digital Media Solutions, Inc. (“DMS Inc.”) is a digital performance marketing company offering a diversified lead and software delivery platform that drives high value and high intent leads to its customers. As used in this Quarterly Report, the “Company” refers to DMS Inc. and its consolidated subsidiaries, (including its wholly-owned subsidiary, CEP V DMS US Blocker Company, a Delaware corporation (“Blocker”)). The Company is headquartered in Clearwater, Florida. The Company primarily operates and derives most of its revenues in the United States. Basis of Presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the U.S. Security and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. All significant intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited consolidated financial statements; therefore, actual results could differ from those estimates. Interim results are not necessarily indicative of the results for a full year. Business Combination On July 15, 2020, Digital Media Solutions Holding (“DMSH”) consummated the Business Combination with Leo pursuant to the Business Combination Agreement (“Business Combination”). Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 58.6% of the membership interest in DMSH, while Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”) retained approximately 41.4% of the membership interest in DMSH (“non-controlling interests”). For additional information, see Note 2: “Business Combination” in the Notes to Consolidated Financial Statements in our 2021 Form 10-K. Non-controlling Interest The non-controlling interest represents the membership interest in DMSH held by holders other than the Company. As of March 31, 2022, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 41.4% and as of December 31, 2021 it was 41.6%. Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of intangibles acquired in business combinations, loss contingencies, contingent consideration liabilities, asset impairments, and deferred taxes and amounts associated with the Tax Receivable Agreement. Significant Accounting Policies There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our 2021 Form 10-K. New Accounting Standards Accounting Standards Not Yet Adopted In February 2016, the FASB issued authoritative guidance ASC 842, Lease Accounting , regarding the accounting for leases, and has since issued subsequent updates to the initial guidance. The amended guidance requires the recognition of assets and liabilities for operating leases. The standard was initially effective for annual and interim reporting periods beginning after December 15, 2019. However, in November 2019, the FASB issued amended guidance, which defers for Emerging Growth Companies (“EGC”) the effective date for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The standard must be adopted using a modified retrospective transition. We plan to adopt the standard using the optional transition method whereby we would apply the new lease requirements through a cumulative-effect adjustment on the effective date of adoption. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets, recognizing assets and related lease liabilities. The Company qualifies as an “emerging growth company” and has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In June 2016, the FASB issued authoritative guidance on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a current expected credit loss model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for emerging growth companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements.

REVENUE

REVENUE	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
REVENUE	REVENUE Disaggregation of Revenue The following tables presents the disaggregation of revenue by reportable segment and type of service (in thousands): Three Months Ended March 31, 2022 Brand Direct Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 59,619 $ 58,806 $ — $ (13,260) $ 105,165 Managed services 1,609 — 1,510 — 3,119 Software services — — 826 — 826 Total Net revenue $ 61,228 $ 58,806 $ 2,336 $ (13,260) $ 109,110 Three Months Ended March 31, 2021 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 52,901 $ 49,101 $ — $ (10,652) $ 91,350 Managed services 3,278 158 510 — 3,946 Software services — — 1,507 — 1,507 Total Net revenue $ 56,179 $ 49,259 $ 2,017 $ (10,652) $ 96,803 Contract balances

REPORTABLE SEGMENTS

REPORTABLE SEGMENTS	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
REPORTABLE SEGMENTS	REPORTABLE SEGMENTS The Company’s operating segments are determined based on the financial information reviewed by its chief operating decision maker (“CODM”), and the basis upon which management makes resource allocation decisions and assesses the performance of the Company’s segments. The Company evaluates the operating performance of its segments based on financial measures such as net revenue, cost of revenue, and gross profit. Given the nature of the digital marketing solutions business, the amount of assets does not provide meaningful insight into the operating performance of the Company. As a result, the amount of the Company’s assets is not subject to segment allocation and total assets is not included within the disclosure of the Company’s segment financial information. The following tables are a reconciliation of the operations of our segments to income from operations (in thousands): Three Months Ended March 31, 2022 2021 Net revenue $ 109,110 $ 96,803 Brand Direct 61,228 56,179 Marketplace 58,806 49,259 Technology Solutions 2,336 2,017 Intercompany eliminations (13,260) (10,652) Cost of revenue 77,834 69,182 Brand Direct 48,448 41,061 Marketplace 42,380 36,599 Technology Solutions 266 416 Intercompany eliminations (13,260) (8,894) Gross profit $ 31,276 $ 27,621 Brand Direct 12,780 15,118 Marketplace 16,426 12,660 Technology Solutions 2,070 1,601 Salaries and related costs 13,705 10,269 General and administrative expenses 11,107 6,962 Depreciation and amortization 7,060 5,419 Acquisition costs 13 1,494 Contingent consideration changes in fair value of acquisition 2,591 — Income from operations $ (3,200) $ 3,477

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	GOODWILL AND INTANGIBLE ASSETS Goodwill Changes in the carrying value of goodwill, by reporting segment, were as follows (in thousands): Brand Direct Marketplace Technology Solutions Total Balance, December 31, 2021 $ 18,376 $ 54,554 $ 3,628 $ 76,558 Miscellaneous changes (55) — — (55) Balance, March 31, 2022 $ 18,321 $ 54,554 $ 3,628 $ 76,503 The carrying amount of goodwill for all reporting units had no accumulated impairments as of March 31, 2022 and December 31, 2021. Intangible assets, net Finite-lived intangible assets, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Amortization Gross Accumulated Net Gross Accumulated Net Technology 3 to 5 $ 51,846 $ (32,255) $ 19,591 $ 51,946 $ (29,929) $ 22,017 Customer relationships 2 to 9 49,373 (15,135) 34,238 49,273 (13,076) 36,197 Brand 1 to 7 12,109 (4,996) 7,113 12,109 (4,575) 7,534 Non-competition agreements 3 1,898 (1,552) 346 1,898 (1,418) 480 Total $ 115,226 $ (53,938) $ 61,288 $ 115,226 $ (48,998) $ 66,228 Amortization expense for finite-lived intangible assets is recorded on an accelerated straight-line basis. Amortization expense related to finite-lived intangible assets was $4.9 million and $4.1 million for the three months ended March 31, 2022 and 2021, respectively.

DEBT

DEBT	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
DEBT	DEBT The following table presents the components of outstanding debt (in thousands): March 31, 2022 December 31, 2021 Term loan $ 223,313 $ 223,875 Less: Unamortized debt issuance costs (1) (5,780) (6,120) Debt, net 217,533 217,755 Less: Current portion of long-term debt (2,250) (2,250) Long-term debt $ 215,283 $ 215,505 __________ (1) Includes net debt issuance discount and other costs. On May 25, 2021, Digital Media Solutions, LLC (“DMS LLC”), as borrower, and DMSH, each of which is a subsidiary of DMS, entered into a five-year $275 million senior secured credit facility (the “Credit Facility”), with a syndicate of lenders (“Lenders”), arranged by Truist Bank and Fifth Third Bank, as joint lead arrangers, and Truist Bank, as administrative agent. The Credit Facility is guaranteed by, and secured by substantially all of the assets of, DMS LLC, DMSH LLC and their material subsidiaries, subject to customary exceptions. Pursuant to the Credit Facility, the Lenders provided DMS LLC with senior secured term loans consisting of a senior secured term loan with an aggregate principal amount of $225 million (the “Term Loan”) and a $50 million senior secured revolving credit facility (the “Revolving Facility”). The Term Loan, which was issued at an original issue discount of 1.80% or $4.2 million, will be subject to payment of 1.0% of the original aggregate principal amount per annum paid quarterly, with a bullet payment at maturity. The Term Loan will mature, and the revolving credit commitments under the Revolving Facility will terminate, on May 25, 2026, when any outstanding balances will become due. Borrowings under the Revolving Facility bear interest, at our option, at either (i) adjusted LIBOR plus 4.25% or (ii) a base rate (which is equal to the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate, as in effect from time to time, plus 0.50%, (c) one-month LIBOR plus 1.00%, and (d) 1.75% (the “Base Rate”)), plus 3.25%. The Term Loan bears interest at our option, at either (i) adjusted LIBOR plus 5.00% or (ii) the Base Rate plus 4.00%. Under the Revolving Facility, DMS LLC will pay a 0.50% per annum commitment fee in arrears on the undrawn portion of the revolving commitments. For the three months ended March 31, 2022, the effective interest rate was 6.29%. Since May 25, 2021 our interest rate is based on LIBOR plus 5%. The initial $4.2 million debt discount and $3.5 million debt issuance cost related to the Term Loan and Revolving Facility is being amortized over the term of the loan using the effective interest method. As of March 31, 2022 the Term Loan debt discount and debt issuance cost classified as debt had a remaining unamortized balance of $3.5 million and $2.3 million, respectively. As of December 31, 2021, the Term Loan debt discount and debt issuance cost classified as debt had a remaining unamortized balance of $3.7 million and $2.4 million, respectively. At March 31, 2022 and December 31, 2021, the unamortized debt issuance cost of $0.7 million and $0.8 million, respectively, associated with the undrawn Revolving Facility is classified and amortized as “Other assets” within consolidated balance sheets. Upon the closing of the Credit Facility, the credit agreement dated as of July 3, 2018, by and among DMS LLC, DMSH, each of their subsidiaries party thereto, various financial institutions party thereto and Monroe Capital Management Advisors, LLC, as administrative agent and lead arranger, and all outstanding amounts thereunder that was previously outstanding with an aggregate principal amount of $210 million was extinguished, and the $15 million revolving credit facility was closed. The Company recognized a loss on debt extinguishment of $2.1 million during the year ended December 31, 2021, which primarily included accelerated amortization of deferred financing costs, legal fees and early termination fee. The loss recognized is presented as “Loss on Debt Extinguishment” in the consolidated statement of operations. Debt Maturity Schedule The scheduled maturities of our total debt are estimated as follows at March 31, 2022: (in thousands) 2022 $ 1,688 2023 2,250 2024 2,250 2025 2,250 2026 and thereafter 214,875 Total debt $ 223,313

ACQUISITIONS

ACQUISITIONS	3 Months Ended
	Mar. 31, 2022
Business Combinations [Abstract]
ACQUISITIONS	ACQUISITIONS Crisp Results On April 1, 2021, the Company completed a transaction to purchase the assets of Crisp Marketing, LLC (“Crisp Results” or “Crisp”). Crisp Results is a digital performance advertising company that connects consumers with brands within the insurance sector, with primary focus on the Medicare insurance industry. Crisp Results is known for providing predictable, reliable, flexible and scalable customer acquisition solutions, supporting large brands with a process that combines data, design, technology and innovation. The Company paid consideration of $40.0 million upon closing of the transaction, consisting of $20.0 million cash and 1.6 million Class A Common Stock valued at $20.0 million. The transaction also includes up to $10.0 million in contingent consideration, subject to the achievement of certain milestones, which can be paid in cash or Class A Common Stock at the election of the Company. As of March 31, 2022, the contingent consideration milestones have been met and is scheduled to be paid by June 2022. The consideration also includes a $5.0 million deferred payment, to be paid 18 months after the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. As the result of the completed valuation of the assets acquired (including intangibles) and liabilities assumed, as well as the contingent consideration liabilities, as of the acquisition dates, the following adjustments were recorded related to further analysis of the forecast (for example, items that occurring in the pre-acquisition period that should have been factored into the forecast as of the acquisition date) and refinements to the significant assumptions in the valuation models used to value the intangibles and contingent consideration liabilities. As a result, we have made adjustment to the initial and subsequent fair value of the intangible assets, goodwill, contingent consideration and working capital. Accounting for the acquisition was completed on March 31, 2022. The impact of these adjustments are as follows (in thousands): Crisp Results Acquisition Date Fair Value Fair Value Mark-to-Market changes Fair Value as of March 31, 2022 Goodwill $ 21,894 $ — $ 21,894 Intangible Assets: Technology $ — $ — $ — Customer relationships $ 19,600 $ — $ 19,600 Brand $ 7,400 $ — $ 7,400 Non-competition agreements $ — $ — $ — Contingent Consideration $ 5,186 $ 4,814 $ 10,000 Working Capital $ 1,018 $ — $ 1,018 As of April 1, 2021, the acquisition date, the fair value of the contingent consideration earnout was $5.2 million, and the deferred consideration was $4.6 million. During the three months ended March 31, 2022, the contingent consideration earnout value increased $2.6 million from December 31, 2021 to a total of $10.0 million. As of March 31, 2022, the present value of the deferred consideration increased slightly due to accretion to $4.9 million from December 31, 2021. For the three months ended March 31, 2022, there were no measurement period adjustments identified and recorded. The Company primarily used an Income Approach, specifically a Discounted Cash Flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired business have been included in the Company’s results of operations since the acquisition date of April 1, 2021. Under Accounting Standards Codification 805 (“ASC 805”), an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand and customer relationships of the acquired business. Fair value of Crisp Results brand was determined using the Relief from Royalty Method, and the fair value of customer relationships was determined using the Multi Period Excess Earnings Method. The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of Crisp Results and is included in the Marketplace reportable segment. Goodwill is expected to be deductible for tax purposes. Intangible assets primarily consist of brand and customer relationships with an estimated useful life of seven years for brand and six years for customer relationships. Aimtell, PushPros and Aramis On February 1, 2021, the Company acquired Aimtell, Inc. (“Aimtell”), PushPros, Inc. (“PushPros”) and Aramis Interactive (“Aramis”, and together with Aimtell and PushPro, “AAP”). Aimtell and PushPros are leading providers of technology-enabled digital performance advertising solutions that connect consumers and advertisers within the home, auto, health and life insurance verticals. Aramis is a network of owned-and-operated websites that leverages the Aimtell and PushPros technologies and relationships. The Company paid consideration of $20.0 million upon closing of the transaction, consisting of $5.0 million in cash and approximately 1.29 million shares of Class A Common Stock valued at $15.0 million. The transaction also includes up to $15.0 million in contingent consideration to be earned over the three years following the acquisition, subject to the achievement of certain milestones. The contingent consideration can be paid in cash or Class A Common Stock at the election of the Company. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. As the result of the completed valuation of the assets acquired (including intangibles) and liabilities assumed, as well as the contingent consideration liabilities, as of the acquisition dates, we recorded adjustments during the year ended December 31, 2021 related to further analysis of the forecast (for example, items that occurring in the pre-acquisition period that should have been factored into the forecast as of the acquisition date) and refinements to the significant assumptions in the valuation models used to value the intangibles and contingent consideration liabilities. As a result, we made adjustments to the initial and subsequent fair value of the intangible assets, goodwill, contingent consideration and working capital. Accounting for the acquisition was completed on March 31, 2022. The impact of these adjustments are as follows (in thousands): Aimtell, PushPros, and Aramis Acquisition Date Fair Value Fair Value Mark-to-Market changes Fair Value as of March 31, 2022 Goodwill $ 9,761 $ — $ 9,761 Intangible Assets: Technology $ 3,900 $ — $ 3,900 Customer relationships $ 7,690 $ — $ 7,690 Brand $ 208 $ — $ 208 Non-competition agreements $ 83 $ — $ 83 Contingent Consideration $ 2,147 $ (1,117) $ 1,030 Working Capital $ 944 $ — $ 944 As of February 1, 2021, the acquisition date, the fair value of the contingent consideration earnout was $2.1 million. As of March 31, 2022, the contingent consideration earnout fair value total of $1.1 million remained relatively unchanged since December 31, 2021. The contingent consideration can be paid in cash or DMS Class A Common Stock at the election of the Company. The Company primarily used an Income Approach, specifically a Discounted Cash Flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired businesses have been included in the Company’s results of operations since the acquisition date of February 1, 2021. Under Accounting Standards Codification 805 (ASC 805), an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand, technology and customer relationships of the acquired business. Fair value of Aimtell and PushPros technology was determined using the Multi Period Excess Earnings Method; fair value of Aramis customer relationships was determined using the Multi Period Excess Earnings Method; and fair value of Aimtell and PushPros customer relationships was determined using the excess earnings method with distributor inputs. The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of AAP and is included in the Brand Direct reportable segment. Goodwill is expected to be deductible for Aramis and PushPros for tax purposes. Intangible assets primarily consist of technology and customer relationships. Net assets and liabilities acquired from the AAP and Crisp Results acquisitions consist of the following (in thousands): Expected Useful Life Aimtell, PushPros and Aramis Crisp Results 2021 2021 Goodwill $ 9,761 $ 21,894 Technology 4 3,900 — Customer relationships 4 to 6 7,690 19,600 Accounts receivable 3,100 2,610 Brand 1 to 7 208 7,400 Non-competitive agreements 3 83 — Property and equipment 3 to 5 250 220 Accounts payable (2,887) (1,593) Other assets acquired and liabilities assumed, net (1) 740 1 Net assets and liabilities acquired $ 22,845 $ 50,132 (1) Other assets acquired and liabilities assumed, net includes Prepaids and other current assets, partially offset by other current liabilities (i.e., Travel and expense payables, payroll liabilities, tax liabilities). The weighted average amortization period for AAP acquisition technology is 4 years, customer relationships is 4.1 years, brand is 2.1 years and non-compete agreements is 3 years. The weighted average amortization period for Crisp Results acquisition customer relationships is 6 years, and brand is 7 years. In total, the weighted average amortization period for AAP is 4 years and Crisp Results is 5.6 years. The following schedule represents the amounts of net revenue and net loss from operations related to AAP and Crisp Results acquisitions which have been included in the unaudited consolidated statements of operations for the periods indicated subsequent to the acquisition date (in thousands): Three Months Ended March 31, 2021 Aimtell, PushPros and Aramis Crisp Results Net revenue $ 4,301 $ — Net loss from operations $ (136) $ — Pro Forma Information The following unaudited pro forma financial information represents the consolidated financial information as if the acquisitions had been included in our consolidated results beginning on the first day of the fiscal year prior to their respective acquisition dates. The pro forma results do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisitions; the costs to combine the companies’ operations; or the costs necessary to achieve these costs savings, operating synergies and revenue enhancements. The pro forma results do not necessarily reflect the actual results of operations of the combined companies under our ownership and operation. Three Months Ended March 31, 2021 (In thousands): DMS Aimtell, PushPros and Aramis Crisp Results Pro Forma Net revenue $ 96,803 $ 2,465 $ 8,284 $ 107,552 Net (loss) income from operations $ (212) $ 457 $ 2,296 $ 2,541

RESTRUCTURING COSTS

RESTRUCTURING COSTS	3 Months Ended
	Mar. 31, 2022
Restructuring and Related Activities [Abstract]
RESTRUCTURING COSTS	RESTRUCTURING COSTSRestructuring costs include expenses associated with the Company’s effort to continually improve operational efficiency and reposition its assets to remain competitive on a national basis. The Company leases office space in various locations within the United States and Canada. The leases entered into by the Company consist of both long-term and short-term leases. Termination of office lease and other related costs include lease and termination of fixed assets, employee training, relocation and facility costs. These costs are recorded in General and administrative expenses in the unaudited consolidated statements of operations. Since the year ended December 31, 2020, due to the economic environment caused by the COVID-19 pandemic, the Company entered into negotiations with landlords to terminate certain lease agreements, which reduced cash needs by approximately $1.9 million over the remaining life of the original leases through April 30, 2025. As of March 31, 2022, the Company has four leased properties, representing 55,798 square feet of office space located in the United States, that are currently in negotiations with landlords to be reduced or terminated. The reserve is amortized to General and administrative expenses in the consolidated statements of operations. The change in liability for the restructuring costs reserve for the three months ended March 31, 2022 was as follows (in thousands): Three Months Ended Beginning balance $ 2,516 Valuation adjustments (26) Lease payments (294) Lease accretion 48 Ending balance $ 2,244 Current portion - Accrued expenses and other current liabilities $ 782 Long-term portion - Other non-current liabilities $ 1,462

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The carrying amounts of our cash and cash equivalents, accounts receivable, income taxes receivable, accounts payable, accrued expenses and income taxes payable, approximate fair value because of the short-term maturity of those instruments. Private Placement Warrants - We record the fair value of the Private Placement Warrants as a liability in our consolidated balance sheet as of March 31, 2022 and 2021, respectively. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes-Merton valuation model. Changes in fair value of the Private Placement Warrants are presented under Change in the fair value of warrant liabilities on the Income Statement. As of March 31, 2022, the Company has approximately 4.0 million Private Placement Warrants outstanding. The significant assumptions were as follows: March 31, 2022 Private Placement Warrants Fair Value Per Share $ 0.53 Private Placement Warrant valuation inputs: Stock price - DMS Inc. Class A Common Stock $ 3.64 Remaining contractual term in years 3.29 Estimated volatility 60.0 % Dividend yield 0.0 % Risk free interest rate 2.43 % Contingent consideration payable related to acquisitions The fair value of the contingent consideration payable for the AAP acquisitions (described in Note 6 Acquisitions ) were determined using a Monte Carlo fair value analysis based on estimated performance and the probability of achieving certain targets. As certain inputs are not observable in the market, the contingent consideration is classified as a Level 3 instrument. Changes in fair value of contingent consideration are presented under Acquisition costs on the statement of operations. The following table presents the contingent consideration assumptions. Aimtell / PushPros CYE2021 Revenue - Actual $ 7,193,881 CYE2022 Revenue - 3 Months Actual $ 1,287,738 CYE2022 Revenue - 9 Months Expectations $ 10,041,919 CYE2023 Revenue - Expectations $ 14,636,891 CYE2022 Risk Adjusted Revenue - 9 Months $ 9,756,478 CYE2023 Risk Adjusted Revenue $ 13,301,545 Revenue Volatility 25 % Iteration (actual) 100,000 Risk adjustment discount rate 8.25 % Risk free / Credit risk 8.0 % Days gap from period end to payment 90 Aramis CYE2022 Earnout Successful Probability 99.0 % Iteration (actual) 100,000 Risk free / Credit risk 8.0 % Days gap from period end to payment 90 The following table presents assets and liabilities measured at fair value on a recurrent basis (in thousands): March 31, 2022 Category Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities $ — $ — $ 2,120 $ 2,120 Contingent consideration - current (Crisp Results) — — 10,000 10,000 Contingent consideration -non-current (AAP) — — 1,030 1,030 Total $ — $ — $ 13,150 $ 13,150 The following table represents the change in the warrant liability and contingent consideration (in thousands): Private Placement Warrants Contingent Consideration Balance, December 31, 2021 $ 3,960 $ 8,439 Additions — — Changes in fair value (1,840) 2,591 Settlements — — Balance, March 31, 2022 $ 2,120 $ 11,030

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES As a result of the Business Combination, the Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker, which owns 58.6% of equity interests in DMSH. DMSH is treated as a partnership for purposes of U.S. federal and certain state and local income tax. As a U.S. partnership, generally DMSH will not be subject to corporate income taxes (except with respect to UE, as described below). Instead, each of the ultimate partners (including DMS Inc.) are taxed on their proportionate share of DMSH taxable income. While the Company consolidates DMSH for financial reporting purposes, the Company will only be taxed on its allocable share of future earnings (i.e. those earnings not attributed to the non-controlling interests, which continue to be taxed on their own allocable share of future earnings of DMSH). The Company’s income tax expense is attributable to the allocable share of earnings from DMSH, a portion of activities of DMSH that are subject to Canadian income tax, and the activities of UE, a wholly-owned U.S. corporate subsidiary of DMSH, which is subject to U.S. federal and state and local income taxes. The income tax burden on the earnings allocated to the non-controlling interests is not reported by the Company in its consolidated financial statements under GAAP. As a result, the Company’s effective tax rate is expected to differ materially from the statutory rate. The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. The Company recorded income tax expense of $310 thousand for the three months ended March 31, 2022. The blended effective tax rate for the three months ended March 31, 2022 was (6.1)%, which varies from our statutory U.S. tax rate due to taxable income or loss that is allocated to the non-controlling interest and impact of the valuation allowance on DMS, Inc. The Company recorded $117 thousand income tax expense for the three months ended March 31, 2021. The blended effective tax rate for the three months ended March 31, 2021 was (124.6)%, which varies from our statutory U.S. tax rate due to taxable income or loss that is allocated to the non-controlling interest. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into a Tax Receivable Agreement (“TRA”) with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two

EARNINGS PER SHARE

EARNINGS PER SHARE	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
EARNINGS PER SHARE	EARNINGS PER SHAREBasic earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. adjusted for the income effects of dilutive instruments by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive elements. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A Common Stock: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (5,357) $ (212) Net loss attributable to non-controlling interest (2,223) (93) Net loss attributable to Digital Media Solutions, Inc. - basic and diluted $ (3,134) $ (119) Denominator: Weighted average shares - basic and diluted 35,576 33,241 Net earnings (loss) per common share: Basic and diluted $ (0.09) $ — Shares of the Company’s Class B Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented. For the three months ended March 31, 2022, the Company excluded 25.7 million shares of Class B Common Stock, 4 million private warrants, 10.0 million public warrants, 2.0 million shares of restrictive stock options (“Options”), 1.6 million shares of restrictive stock units (“RSU”), and the contingent and deferred considerations issued in connection with the AAP and Crisp Results acquisitions, as their effect would have been anti-dilutive. For the three months ended March 31, 2021, the Company excluded 0.2 million private warrants, 0.5 million public warrants, 0.1 million Options, 0.5 million RSU, and the contingent consideration issued in connection with the AAP acquisition, which could be settled in common stock of 1.2 million and convertible equity of 26.3 million as their effect would have been anti-dilutive.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS As a result of limited access to the information required to prepare the initial accounting, the initial accounting for the Traverse acquisition is incomplete and the Company is unable to provide the amounts that will be recognized at the acquisition date for the major classes of assets acquired and liabilities assumed, pre-existing contingencies, goodwill or other intangible assets at the time of this Quarterly Report on Form 10-Q.

BUSINESS, BASIS OF PRESENTATI_2

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the U.S. Security and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. All significant intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited consolidated financial statements; therefore, actual results could differ from those estimates. Interim results are not necessarily indicative of the results for a full year.
Business Combination	Business Combination On July 15, 2020, Digital Media Solutions Holding (“DMSH”) consummated the Business Combination with Leo pursuant to the Business Combination Agreement (“Business Combination”). Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 58.6% of the membership interest in DMSH, while Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”) retained approximately 41.4% of the membership interest in DMSH (“non-controlling interests”). For additional information, see Note 2: “Business Combination” in the Notes to Consolidated Financial Statements in our 2021 Form 10-K.
Non-Controlling Interest	Non-controlling Interest The non-controlling interest represents the membership interest in DMSH held by holders other than the Company. As of March 31, 2022, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 41.4% and as of December 31, 2021 it was 41.6%.
Principles of Consolidation	Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of intangibles acquired in business combinations, loss contingencies, contingent consideration liabilities, asset impairments, and deferred taxes and amounts associated with the Tax Receivable Agreement.
New Accounting Standards	New Accounting Standards Accounting Standards Not Yet Adopted In February 2016, the FASB issued authoritative guidance ASC 842, Lease Accounting , regarding the accounting for leases, and has since issued subsequent updates to the initial guidance. The amended guidance requires the recognition of assets and liabilities for operating leases. The standard was initially effective for annual and interim reporting periods beginning after December 15, 2019. However, in November 2019, the FASB issued amended guidance, which defers for Emerging Growth Companies (“EGC”) the effective date for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The standard must be adopted using a modified retrospective transition. We plan to adopt the standard using the optional transition method whereby we would apply the new lease requirements through a cumulative-effect adjustment on the effective date of adoption. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets, recognizing assets and related lease liabilities. The Company qualifies as an “emerging growth company” and has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In June 2016, the FASB issued authoritative guidance on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a current expected credit loss model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for emerging growth companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements.
Earnings per share	Basic earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. adjusted for the income effects of dilutive instruments by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive elements.

REVENUE (Tables)

REVENUE (Tables)	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	Disaggregation of Revenue The following tables presents the disaggregation of revenue by reportable segment and type of service (in thousands): Three Months Ended March 31, 2022 Brand Direct Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 59,619 $ 58,806 $ — $ (13,260) $ 105,165 Managed services 1,609 — 1,510 — 3,119 Software services — — 826 — 826 Total Net revenue $ 61,228 $ 58,806 $ 2,336 $ (13,260) $ 109,110 Three Months Ended March 31, 2021 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 52,901 $ 49,101 $ — $ (10,652) $ 91,350 Managed services 3,278 158 510 — 3,946 Software services — — 1,507 — 1,507 Total Net revenue $ 56,179 $ 49,259 $ 2,017 $ (10,652) $ 96,803

REPORTABLE SEGMENTS (Tables)

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

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in the carrying value of goodwill, by reporting segment, were as follows (in thousands): Brand Direct Marketplace Technology Solutions Total Balance, December 31, 2021 $ 18,376 $ 54,554 $ 3,628 $ 76,558 Miscellaneous changes (55) — — (55) Balance, March 31, 2022 $ 18,321 $ 54,554 $ 3,628 $ 76,503
Schedule of Finite-Lived Intangible Assets	Finite-lived intangible assets, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Amortization Gross Accumulated Net Gross Accumulated Net Technology 3 to 5 $ 51,846 $ (32,255) $ 19,591 $ 51,946 $ (29,929) $ 22,017 Customer relationships 2 to 9 49,373 (15,135) 34,238 49,273 (13,076) 36,197 Brand 1 to 7 12,109 (4,996) 7,113 12,109 (4,575) 7,534 Non-competition agreements 3 1,898 (1,552) 346 1,898 (1,418) 480 Total $ 115,226 $ (53,938) $ 61,288 $ 115,226 $ (48,998) $ 66,228

DEBT (Tables)

DEBT (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	The following table presents the components of outstanding debt (in thousands): March 31, 2022 December 31, 2021 Term loan $ 223,313 $ 223,875 Less: Unamortized debt issuance costs (1) (5,780) (6,120) Debt, net 217,533 217,755 Less: Current portion of long-term debt (2,250) (2,250) Long-term debt $ 215,283 $ 215,505 __________ (1) Includes net debt issuance discount and other costs.
Schedule of Maturities of Long-term Debt	The scheduled maturities of our total debt are estimated as follows at March 31, 2022: (in thousands) 2022 $ 1,688 2023 2,250 2024 2,250 2025 2,250 2026 and thereafter 214,875 Total debt $ 223,313

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	3 Months Ended
	Mar. 31, 2022
Business Combinations [Abstract]
Schedule of Changes in Fair Value of Assets Acquired and Liabilities Assumed as Part of Business Combination	The impact of these adjustments are as follows (in thousands): Crisp Results Acquisition Date Fair Value Fair Value Mark-to-Market changes Fair Value as of March 31, 2022 Goodwill $ 21,894 $ — $ 21,894 Intangible Assets: Technology $ — $ — $ — Customer relationships $ 19,600 $ — $ 19,600 Brand $ 7,400 $ — $ 7,400 Non-competition agreements $ — $ — $ — Contingent Consideration $ 5,186 $ 4,814 $ 10,000 Working Capital $ 1,018 $ — $ 1,018 Aimtell, PushPros, and Aramis Acquisition Date Fair Value Fair Value Mark-to-Market changes Fair Value as of March 31, 2022 Goodwill $ 9,761 $ — $ 9,761 Intangible Assets: Technology $ 3,900 $ — $ 3,900 Customer relationships $ 7,690 $ — $ 7,690 Brand $ 208 $ — $ 208 Non-competition agreements $ 83 $ — $ 83 Contingent Consideration $ 2,147 $ (1,117) $ 1,030 Working Capital $ 944 $ — $ 944
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	Net assets and liabilities acquired from the AAP and Crisp Results acquisitions consist of the following (in thousands): Expected Useful Life Aimtell, PushPros and Aramis Crisp Results 2021 2021 Goodwill $ 9,761 $ 21,894 Technology 4 3,900 — Customer relationships 4 to 6 7,690 19,600 Accounts receivable 3,100 2,610 Brand 1 to 7 208 7,400 Non-competitive agreements 3 83 — Property and equipment 3 to 5 250 220 Accounts payable (2,887) (1,593) Other assets acquired and liabilities assumed, net (1) 740 1 Net assets and liabilities acquired $ 22,845 $ 50,132 (1) Other assets acquired and liabilities assumed, net includes Prepaids and other current assets, partially offset by other current liabilities (i.e., Travel and expense payables, payroll liabilities, tax liabilities).
Schedule of Business Acquisitions, by Acquisition	The following schedule represents the amounts of net revenue and net loss from operations related to AAP and Crisp Results acquisitions which have been included in the unaudited consolidated statements of operations for the periods indicated subsequent to the acquisition date (in thousands): Three Months Ended March 31, 2021 Aimtell, PushPros and Aramis Crisp Results Net revenue $ 4,301 $ — Net loss from operations $ (136) $ —
Pro Forma Information	The pro forma results do not necessarily reflect the actual results of operations of the combined companies under our ownership and operation. Three Months Ended March 31, 2021 (In thousands): DMS Aimtell, PushPros and Aramis Crisp Results Pro Forma Net revenue $ 96,803 $ 2,465 $ 8,284 $ 107,552 Net (loss) income from operations $ (212) $ 457 $ 2,296 $ 2,541

RESTRUCTURING COSTS (Tables)

RESTRUCTURING COSTS (Tables)	3 Months Ended
	Mar. 31, 2022
Restructuring and Related Activities [Abstract]
Restructuring and Related Costs	The change in liability for the restructuring costs reserve for the three months ended March 31, 2022 was as follows (in thousands): Three Months Ended Beginning balance $ 2,516 Valuation adjustments (26) Lease payments (294) Lease accretion 48 Ending balance $ 2,244 Current portion - Accrued expenses and other current liabilities $ 782 Long-term portion - Other non-current liabilities $ 1,462

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurement Inputs and Valuation Techniques	The significant assumptions were as follows: March 31, 2022 Private Placement Warrants Fair Value Per Share $ 0.53 Private Placement Warrant valuation inputs: Stock price - DMS Inc. Class A Common Stock $ 3.64 Remaining contractual term in years 3.29 Estimated volatility 60.0 % Dividend yield 0.0 % Risk free interest rate 2.43 % Aimtell / PushPros CYE2021 Revenue - Actual $ 7,193,881 CYE2022 Revenue - 3 Months Actual $ 1,287,738 CYE2022 Revenue - 9 Months Expectations $ 10,041,919 CYE2023 Revenue - Expectations $ 14,636,891 CYE2022 Risk Adjusted Revenue - 9 Months $ 9,756,478 CYE2023 Risk Adjusted Revenue $ 13,301,545 Revenue Volatility 25 % Iteration (actual) 100,000 Risk adjustment discount rate 8.25 % Risk free / Credit risk 8.0 % Days gap from period end to payment 90 Aramis CYE2022 Earnout Successful Probability 99.0 % Iteration (actual) 100,000 Risk free / Credit risk 8.0 % Days gap from period end to payment 90
Fair Value Measurements, Recurring and Nonrecurring	The following table presents assets and liabilities measured at fair value on a recurrent basis (in thousands): March 31, 2022 Category Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities $ — $ — $ 2,120 $ 2,120 Contingent consideration - current (Crisp Results) — — 10,000 10,000 Contingent consideration -non-current (AAP) — — 1,030 1,030 Total $ — $ — $ 13,150 $ 13,150
Fair Value, Liabilities Measured on Recurring Basis, Level 2 Input Reconciliation	The following table represents the change in the warrant liability and contingent consideration (in thousands): Private Placement Warrants Contingent Consideration Balance, December 31, 2021 $ 3,960 $ 8,439 Additions — — Changes in fair value (1,840) 2,591 Settlements — — Balance, March 31, 2022 $ 2,120 $ 11,030

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A Common Stock: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (5,357) $ (212) Net loss attributable to non-controlling interest (2,223) (93) Net loss attributable to Digital Media Solutions, Inc. - basic and diluted $ (3,134) $ (119) Denominator: Weighted average shares - basic and diluted 35,576 33,241 Net earnings (loss) per common share: Basic and diluted $ (0.09) $ —

BUSINESS, BASIS OF PRESENTATI_3

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

REVENUE - Disaggregation of Rev

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

REVENUE - Additional Liabilitie

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

REPORTABLE SEGMENTS (Details)

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

GOODWILL AND INTANGIBLE ASSET_2

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

GOODWILL AND INTANGIBLE ASSET_3

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

GOODWILL AND INTANGIBLE ASSET_4

GOODWILL AND INTANGIBLE ASSETS - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross	$ 115,226	$ 115,226
Accumulated Amortization	(53,938)	(48,998)
Net	61,288	66,228
Technology
Finite-Lived Intangible Assets [Line Items]
Gross	51,846	51,946
Accumulated Amortization	(32,255)	(29,929)
Net	$ 19,591	22,017
Technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	3 years
Technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	5 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross	$ 49,373	49,273
Accumulated Amortization	(15,135)	(13,076)
Net	$ 34,238	36,197
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	2 years
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	9 years
Brand
Finite-Lived Intangible Assets [Line Items]
Gross	$ 12,109	12,109
Accumulated Amortization	(4,996)	(4,575)
Net	$ 7,113	7,534
Brand | Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	1 year
Brand | Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	7 years
Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	3 years
Gross	$ 1,898	1,898
Accumulated Amortization	(1,552)	(1,418)
Net	$ 346	$ 480

DEBT - Schedule of Debt (Detail

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

DEBT - Additional Information (

DEBT - Additional Information (Details) - USD ($) $ in Thousands	May 25, 2021	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Unamortized debt issuance costs		$ 5,780	$ 6,120
Loss on debt extinguishment			2,100
Senior Secured Credit Facility | Line of Credit
Debt Instrument [Line Items]
Debt term	5 years
Senior secured revolving credit facility	$ 275,000
Discount amount	4,200	3,500	3,700
Debt issuance costs, before amortization	3,500
Unamortized debt issuance costs		$ 2,300	2,400
Senior Secured Credit Facility | Line of Credit | Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount	$ 225,000
Discount as a percentage	1.80%
Discount amount	$ 4,200
Payment of original principal amount paid quarterly		1.00%
Senior Secured Credit Facility | Line of Credit | Secured Debt | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate		5.00%
Senior Secured Credit Facility | Line of Credit | Secured Debt | Base Rate
Debt Instrument [Line Items]
Variable rate		4.00%
Senior Secured Credit Facility | Line of Credit | Revolving credit facility
Debt Instrument [Line Items]
Senior secured revolving credit facility	$ 50,000
Per annum commitment fee		0.50%
Effective rate		6.29%
Unamortized debt issuance costs		$ 700	$ 800
Senior Secured Credit Facility | Line of Credit | Revolving credit facility | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate	5.00%	4.25%
Alternate base rate		1.00%
Senior Secured Credit Facility | Line of Credit | Revolving credit facility | Fed Funds Effective Rate Overnight Index Swap Rate
Debt Instrument [Line Items]
Alternate base rate		0.50%
Senior Secured Credit Facility | Line of Credit | Revolving credit facility | Base Rate
Debt Instrument [Line Items]
Variable rate		3.25%
Stated rate		1.75%
Monroe Facility | Line of Credit | Revolving credit facility
Debt Instrument [Line Items]
Senior secured revolving credit facility		$ 15,000
Aggregate principal amount extinguished		$ 210,000

DEBT - Debt Maturity Schedule (

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

ACQUISITIONS - Additional Infor

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

ACQUISITIONS - Changes in Fair

ACQUISITIONS - Changes in Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Apr. 01, 2021	Feb. 01, 2021
Business Acquisition [Line Items]
Goodwill	$ 76,503	$ 76,558
Crisp Results
Business Acquisition [Line Items]
Goodwill	21,894
Contingent Consideration	10,000
Working Capital	1,018
Crisp Results | Scenario, Adjustment | Acquisition Date Fair Value
Business Acquisition [Line Items]
Goodwill			$ 21,894
Contingent Consideration			5,186
Working Capital			1,018
Crisp Results | Scenario, Adjustment | Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Goodwill	0
Contingent Consideration	4,814
Working Capital	0
Crisp Results | Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Crisp Results | Technology | Scenario, Adjustment | Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			0
Crisp Results | Technology | Scenario, Adjustment | Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Crisp Results | Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	19,600
Crisp Results | Customer relationships | Scenario, Adjustment | Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			19,600
Crisp Results | Customer relationships | Scenario, Adjustment | Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Crisp Results | Brand
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	7,400
Crisp Results | Brand | Scenario, Adjustment | Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			7,400
Crisp Results | Brand | Scenario, Adjustment | Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Crisp Results | Non-competition agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Crisp Results | Non-competition agreements | Scenario, Adjustment | Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			$ 0
Crisp Results | Non-competition agreements | Scenario, Adjustment | Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Aimtell, PushPros and Aramis
Business Acquisition [Line Items]
Goodwill	9,761	9,761
Contingent Consideration	1,030
Working Capital	944
Aimtell, PushPros and Aramis | Scenario, Adjustment | Acquisition Date Fair Value
Business Acquisition [Line Items]
Goodwill				$ 9,761
Contingent Consideration				2,147
Working Capital				944
Aimtell, PushPros and Aramis | Scenario, Adjustment | Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Goodwill	0
Contingent Consideration	(1,117)
Working Capital	0
Aimtell, PushPros and Aramis | Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	3,900	3,900
Aimtell, PushPros and Aramis | Technology | Scenario, Adjustment | Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired				3,900
Aimtell, PushPros and Aramis | Technology | Scenario, Adjustment | Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Aimtell, PushPros and Aramis | Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	7,690	7,690
Aimtell, PushPros and Aramis | Customer relationships | Scenario, Adjustment | Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired				7,690
Aimtell, PushPros and Aramis | Customer relationships | Scenario, Adjustment | Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Aimtell, PushPros and Aramis | Brand
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	208	208
Aimtell, PushPros and Aramis | Brand | Scenario, Adjustment | Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired				208
Aimtell, PushPros and Aramis | Brand | Scenario, Adjustment | Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0
Aimtell, PushPros and Aramis | Non-competition agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	83	$ 83
Aimtell, PushPros and Aramis | Non-competition agreements | Scenario, Adjustment | Acquisition Date Fair Value
Business Acquisition [Line Items]
Finite-lived intangible assets acquired				$ 83
Aimtell, PushPros and Aramis | Non-competition agreements | Scenario, Adjustment | Fair Value Mark-to-Market changes
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 0

ACQUISITIONS - Net Assets And L

ACQUISITIONS - Net Assets And Liabilities Acquired (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 76,503	$ 76,558
Minimum
Business Acquisition [Line Items]
Expected useful life of acquired property, plant and equipment		3 years
Maximum
Business Acquisition [Line Items]
Expected useful life of acquired property, plant and equipment		5 years
Technology
Business Acquisition [Line Items]
Expected Useful Life		4 years
Customer relationships | Minimum
Business Acquisition [Line Items]
Expected Useful Life		4 years
Customer relationships | Maximum
Business Acquisition [Line Items]
Expected Useful Life		6 years
Brand | Minimum
Business Acquisition [Line Items]
Expected Useful Life		1 year
Brand | Maximum
Business Acquisition [Line Items]
Expected Useful Life		7 years
Non-competition agreements
Business Acquisition [Line Items]
Expected Useful Life		3 years
Aimtell, PushPros and Aramis
Business Acquisition [Line Items]
Expected Useful Life	4 years
Goodwill	$ 9,761	$ 9,761
Accounts receivable		3,100
Property and equipment		250
Accounts payable		(2,887)
Other assets acquired and liabilities assumed, net		740
Net assets and liabilities acquired		22,845
Aimtell, PushPros and Aramis | Technology
Business Acquisition [Line Items]
Expected Useful Life	4 years
Finite-lived intangible assets acquired	$ 3,900	3,900
Aimtell, PushPros and Aramis | Customer relationships
Business Acquisition [Line Items]
Expected Useful Life	4 years 1 month 6 days
Finite-lived intangible assets acquired	$ 7,690	7,690
Aimtell, PushPros and Aramis | Brand
Business Acquisition [Line Items]
Expected Useful Life	2 years 1 month 6 days
Finite-lived intangible assets acquired	$ 208	208
Aimtell, PushPros and Aramis | Non-competition agreements
Business Acquisition [Line Items]
Expected Useful Life	3 years
Finite-lived intangible assets acquired	$ 83	83
Crisp Results
Business Acquisition [Line Items]
Goodwill		21,894
Accounts receivable		2,610
Property and equipment		220
Accounts payable		(1,593)
Other assets acquired and liabilities assumed, net		1
Net assets and liabilities acquired		50,132
Crisp Results | Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		0
Crisp Results | Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		19,600
Crisp Results | Brand
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		7,400
Crisp Results | Non-competition agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 0

ACQUISITIONS - Net Revenue and

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

ACQUISITIONS - Pro Forma Inform

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

RESTRUCTURING COSTS - Additiona

RESTRUCTURING COSTS - Additional Information (Details) $ in Millions	Mar. 31, 2022ft²rental_location	Dec. 31, 2020USD ($)
Restructuring and Related Activities [Abstract]
Decrease in cash for rent expense | $		$ 1.9
Number of properties under lease termination agreement | rental_location	4
Number of properties under lease termination agreement, rental area | ft²	55,798

RESTRUCTURING COSTS - Restructu

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

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details) shares in Millions	Mar. 31, 2022shares
Private Placement Warrant liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding (in shares)	4

FAIR VALUE MEASUREMENTS - Input

FAIR VALUE MEASUREMENTS - Inputs and Valuations (Details)	Mar. 31, 2022$ / sharesyr
Private Placement Warrants Fair Value Per Share
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.53
Stock price - DMS Inc. Class A Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	3.64
Remaining contractual term in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs | yr	3.29
Estimated volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.600
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0
Risk free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.0243

FAIR VALUE MEASUREMENTS - Conti

FAIR VALUE MEASUREMENTS - Contingent Consideration Assumptions (Details)	Mar. 31, 2022USD ($)d
Aimtell / PushPros | CYE2021 Revenue - Actual
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	7,193,881
Aimtell / PushPros | CYE2022 Revenue - 3 Months Actual
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	1,287,738
Aimtell / PushPros | CYE2022 Revenue - 9 Months Expectations
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	10,041,919
Aimtell / PushPros | CYE2023 Revenue - Expectations
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	14,636,891
Aimtell / PushPros | CYE2022 Risk Adjusted Revenue - 9 Months
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	9,756,478
Aimtell / PushPros | CYE2023 Risk Adjusted Revenue
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	13,301,545
Aimtell / PushPros | Revenue Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.25
Aimtell / PushPros | Iteration (actual)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	100,000
Aimtell / PushPros | Risk adjustment discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.0825
Aimtell / PushPros | Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.080
Aimtell / PushPros | Days gap from period end to payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions | d	90
Aramis | Iteration (actual)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	100,000
Aramis | Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.080
Aramis | Days gap from period end to payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions | d	90
Aramis | CYE2022 Earnout Successful Probability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.990

FAIR VALUE MEASUREMENTS - Liabi

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

FAIR VALUE MEASUREMENTS - Level

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

INCOME TAXES - Additional Infor

INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Income Tax Examination [Line Items]
Income tax expense	$ 310	$ 117
Effective tax rate	(6.10%)	(124.60%)
Amount required to be paid to sellers	85.00%
Refund of preclosing taxes to be paid to Sellers	100.00%
Refund of preclosing taxes to be paid to Sellers, period after closing	2 years
Current tax receivable agreement	$ 1,310		$ 1,310
DMSH
Income Tax Examination [Line Items]
Equity method investment, ownership percentage	58.60%

EARNINGS PER SHARE - Reconcilia

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

EARNINGS PER SHARE - Additional

EARNINGS PER SHARE - Additional Information (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class B Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	25.7
Private Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	4	0.2
Public Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	10	0.5
Stock Options
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	2	0.1
Restricted Stock Units (RSUs)
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	1.6	0.5
Common Stock Issuable
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)		1.2
Convertible Equity Issuable
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)		26.3

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) $ in Millions	May 10, 2022USD ($)
Subsequent Event | Traverse Data, Inc.
Subsequent Event [Line Items]
Consideration transferred	$ 3

Uncategorized Items - dms-20220

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