Digital Media Solutions (DMSLQ) 10-Q 9 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 07, 2022
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 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	Q3
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		39,926,324
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 BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 18,271	$ 26,394
Accounts receivable, net of allowances of $5,654 and $4,459, respectively	45,780	51,578
Prepaid and other current assets	2,468	3,698
Income tax receivable	1,399	2,078
Total current assets	67,918	83,748
Property and equipment, net	18,167	19,168
Goodwill	77,219	76,558
Intangible assets, net	53,825	66,228
Other assets	808	889
Total assets	217,937	246,591
Current liabilities:
Accounts payable	36,348	42,073
Accrued expenses and other current liabilities	9,335	9,473
Current portion of long-term debt	2,250	2,250
Income taxes payable	721	103
Tax Receivable Agreement liability	1,190	1,310
Contingent consideration payable - current	1,371	7,370
Deferred acquisitions consideration payable - current	5,000	4,785
Total current liabilities	56,215	67,364
Long-term debt	214,838	215,505
Deferred tax liabilities	4,060	4,786
Private Placement Warrant liabilities	1,480	3,960
Contingent consideration payable - non-current	31	1,069
Other non-current liabilities	1,530	1,725
Total liabilities	278,154	294,409
Stockholders' deficit:
Preferred stock, $0.0001 par value, 100,000 shares authorized; none issued and outstanding at September 30, 2022	0	0
Additional paid-in capital	(17,166)	(25,239)
Treasury stock, at cost, 125 and 0 shares, respectively	(156)	0
Cumulative deficit	(17,544)	(944)
Total stockholders' deficit	(34,859)	(26,177)
Non-controlling interest	(25,358)	(21,641)
Total deficit	(60,217)	(47,818)
Total liabilities and deficit	217,937	246,591
Class A Common Stock
Stockholders' deficit:
Common stock	4	3
Class B Common Stock
Stockholders' deficit:
Common stock	3	3
Class C common stock
Stockholders' deficit:
Common stock	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (_2

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Allowance for credit loss	$ 5,654	$ 4,459
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
Treasury stock (in shares)	125,000	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)	39,926,000
Common stock outstanding (in shares)	39,926,000
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
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

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Net revenue	$ 90,066	$ 107,399	$ 290,372	$ 309,281
Cost of revenue (exclusive of depreciation and amortization)	66,378	77,063	211,997	218,304
Salaries and related costs	11,668	12,449	38,612	34,426
General and administrative expenses	9,076	10,237	32,622	27,051
Depreciation and amortization	7,142	7,186	21,377	19,649
Acquisition costs	14	420	306	1,820
Change in fair value of contingent consideration liabilities	(3)	(3,085)	2,533	(2,525)
(Loss) income from operations	(4,209)	3,129	(17,075)	10,556
Interest expense	4,570	3,756	12,072	10,635
Change in fair value of warrant liabilities	1,000	(6,400)	(2,480)	(13,835)
Change in Tax Receivable Agreement liability	(121)	0	(121)	0
Loss on debt extinguishment	0	0	0	2,108
Net (loss) income before income taxes	(9,658)	5,773	(26,546)	11,648
Income tax expense	463	379	819	1,527
Net (loss) income	(10,121)	5,394	(27,365)	10,121
Net (loss) income attributable to non-controlling interest	(4,010)	1,858	(10,765)	4,217
Net (loss) income attributable to Digital Media Solutions, Inc.	$ (6,111)	$ 3,536	$ (16,600)	$ 5,904
Weighted-average shares outstanding - basic (in shares)	39,961	36,511	37,644	35,050
Weighted-average shares outstanding - diluted (in shares)	65,660	63,321	37,644	61,988
Earnings (loss) per share attributable to Digital Media Solutions, Inc.:
Basic (usd per share)	$ (0.15)	$ 0.10	$ (0.44)	$ 0.17
Diluted (usd per share)	$ (0.15)	$ 0.09	$ (0.44)	$ 0.16

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT (Unaudited) - USD ($) shares in Thousands, $ in Thousands		Total	Aimtell, PushPros and Aramis	Crisp Results	Prism Data	SmarterChaos		Class A Common Stock	Total Stockholders' Deficit	Total Stockholders' Deficit Aimtell, PushPros and Aramis	Total Stockholders' Deficit Crisp Results	Total Stockholders' Deficit Prism Data	Total Stockholders' Deficit SmarterChaos	[1]	Common Stock Class A Common Stock	Common Stock Class A Common Stock Aimtell, PushPros and Aramis	Common Stock Class A Common Stock Crisp Results	Common Stock Class A Common Stock Prism Data	Common Stock Class A Common Stock SmarterChaos		Common Stock Class B Common Stock	Common Stock Class B Common Stock Prism Data	Additional Paid-in Capital	Additional Paid-in Capital Aimtell, PushPros and Aramis	Additional Paid-in Capital Crisp Results	Additional Paid-in Capital Prism Data	Additional Paid-in Capital SmarterChaos	[1]	Treasury Stock	Cumulative Deficit	Non- controlling Interest	Non- controlling Interest Aimtell, PushPros and Aramis	Non- controlling Interest Crisp Results
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)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income		10,121							5,945																					5,945	4,176
Stock issued during period, conversion of convertible securities (in shares)																		(300)	(154)	[1]		(300)
Stock issued during period, conversion of convertible securities					$ 192	$ 392	[1]					$ 192	$ 392													$ 192	$ 392
Shares issued in connection with acquisition (in shares)																1,293	1,595
Shares issued in connection with acquisition			$ 15,000	$ 19,823						$ 9,384	$ 11,513													$ 9,384	$ 11,513							$ 5,616	$ 8,310
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		4,342							4,342														4,342
Shares issued under the 2020 Omnibus Incentive Plan (in shares)															432
Impact of transactions affecting non-controlling interest	[2]	0							(5,204)														(5,204)								5,204
Correction of Business Combination Tax Receivable Agreement		(322)							(322)														(322)
Other	[3]	(127)							(4)														(4)								(123)
Ending balance (in shares) at Sep. 30, 2021															36,168						25,699
Ending balance (in shares) (Change In Percent Calculation) at Sep. 30, 2021															36,168						25,699
Ending balance at Sep. 30, 2021		(46,247)							(24,912)						$ 3						$ 3		(27,717)							2,799	(21,335)
Ending balance (Change In Percent Calculation) at Sep. 30, 2021		(46,247)							(24,912)						$ 3						$ 3		(27,717)							2,799	(21,335)
Beginning balance (in shares) at Jun. 30, 2021															35,818						25,699
Beginning balance at Jun. 30, 2021		(52,907)							(28,373)						$ 3						$ 3		(27,642)							(737)	(24,534)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income		5,394							3,536																					3,536	1,858
Stock-based compensation		1,583							1,583														1,583
Shares issued under the 2020 Omnibus Incentive Plan (in shares)															350
Impact of transactions affecting non-controlling interest	[4]	0							(1,416)														(1,416)								1,416
Correction of Business Combination Tax Receivable Agreement		(322)							(322)														(322)
Other	[5]	5							80														80								(75)
Ending balance (in shares) at Sep. 30, 2021															36,168						25,699
Ending balance (in shares) (Change In Percent Calculation) at Sep. 30, 2021															36,168						25,699
Ending balance at Sep. 30, 2021		(46,247)							(24,912)						$ 3						$ 3		(27,717)							2,799	(21,335)
Ending balance (Change In Percent Calculation) at Sep. 30, 2021		(46,247)							(24,912)						$ 3						$ 3		(27,717)							2,799	(21,335)
Beginning balance (in shares) at Dec. 31, 2021															36,226						25,699
Beginning balance at Dec. 31, 2021		(47,818)							(26,177)						$ 3						$ 3		(25,239)						$ 0	(944)	(21,641)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income		(27,365)							(16,600)																					(16,600)	(10,765)
Stock issued during period, conversion of convertible securities (in shares)	[6]																		(153)
Stock issued during period, conversion of convertible securities	[6]					$ 0
Shares issued in connection with acquisition (in shares)																	2,989
Shares issued in connection with acquisition				10,000							10,000						$ 1								9,999
Stock-based compensation		5,695							5,695														5,695
Shares issued under the 2020 Omnibus Incentive Plan (in shares)															683
Distributions to non-controlling interest holders	[7]	(573)																													(573)
Shares repurchased under the 2020 Omnibus Incentive Plan (shares)															(125)
Treasury shares purchased under the 2020 Omnibus Incentive Plan		(156)							(156)																				(156)
Impact of transactions affecting non-controlling interest	[8]	0							(7,621)														(7,621)								7,621
Ending balance (in shares) at Sep. 30, 2022								39,926							39,926						25,699
Ending balance (in shares) (Change In Percent Calculation) at Sep. 30, 2022															39,926						25,699
Ending balance at Sep. 30, 2022		(60,217)							(34,859)						$ 4						$ 3		(17,539)						(156)	(17,171)	(25,358)
Ending balance (Change In Percent Calculation) at Sep. 30, 2022		(60,217)							(34,859)						$ 4						$ 3		(17,166)						(156)	(17,544)	(25,358)
Beginning balance (in shares) at Jun. 30, 2022															36,564						25,699
Beginning balance at Jun. 30, 2022		(61,519)							(33,367)						$ 3						$ 3		(22,313)						0	(11,060)	(28,152)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income		(10,121)							(6,111)																					(6,111)	(4,010)
Shares issued in connection with acquisition (in shares)																	2,989
Shares issued in connection with acquisition				$ 10,000							$ 10,000						$ 1								$ 9,999
Stock-based compensation		1,579							1,579														1,579
Shares issued under the 2020 Omnibus Incentive Plan (in shares)															498
Shares repurchased under the 2020 Omnibus Incentive Plan (shares)															(125)
Treasury shares purchased under the 2020 Omnibus Incentive Plan		(156)							(156)														0						(156)
Impact of transactions affecting non-controlling interest	[9]	0							(6,804)														(6,804)								6,804
Ending balance (in shares) at Sep. 30, 2022								39,926							39,926						25,699
Ending balance (in shares) (Change In Percent Calculation) at Sep. 30, 2022															39,926						25,699
Ending balance at Sep. 30, 2022		(60,217)							(34,859)						$ 4						$ 3		(17,539)						(156)	(17,171)	(25,358)
Ending balance (Change In Percent Calculation) at Sep. 30, 2022		$ (60,217)							$ (34,859)						$ 4						$ 3		$ (17,166)						$ (156)	$ (17,544)	$ (25,358)
[1]On June 30, 2021, the sellers of SmarterChaos redeemed approximately one-half of their non-controlling interest held through DMSH Units in exchange for Class A Common Stock in DMS Inc. The non-controlling interest held by the sellers of SmarterChaos did not include related Class B Common Stock to be retired upon redemption.[2]The carrying amount of non-controlling interest was adjusted to reflect the change in ownership interest caused by additional controlling shares contributed as a result of the Crisp acquisition and non-controlling redemptions by Prism and the sellers of SmarterChaos.[3]Includes costs associated with the issuance of equity shares.[4]The carrying amount of non-controlling interest was adjusted to reflect the change in ownership interest caused by shares issued under the 2020 Omnibus Incentive Plan.[5]Includes costs associated with the issuance of equity shares.[6]On January 17, 2022, the Sellers of SmarterChaos redeemed their remaining non-controlling interest held through DMSH Units in exchange for 153 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.[7]Represents tax distributions to shareholders Prism, Clairvest and the Sellers of SmarterChaos. As of September 30, 2022, $10 thousand of these distributions have not been paid.[8]The carrying amount of non-controlling interest was adjusted primarily to reflect the change in ownership interest caused by additional DMSH units redeemed and issued to Class A Common Stock by the Sellers of SmarterChaos, shares issued in connection with the Crisp Earnout and shares issued under the 2020 Omnibus Incentive Plan.[9]The carrying amount of non-controlling interest was adjusted to reflect the change in ownership interest caused by shares issued in connection with the Crisp Earnout and shares issued under the 2020 Omnibus Incentive Plan.

CONSOLIDATED STATEMENTS OF CH_2

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT (Unaudited) (Parenthetical) shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2022 USD ($)
Unpaid distributions	$ 10

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net (loss) income	$ (27,365)	$ 10,121
Adjustments to reconcile net income to net cash provided by operating activities
Provision for bad debt	1,305	1,384
Depreciation and amortization	21,377	19,649
Lease restructuring charges	(167)	(81)
Loss on debt extinguishment	0	2,108
Stock-based compensation, net of amounts capitalized	5,332	3,976
Amortization of debt issuance costs	1,149	1,006
Deferred income tax provision, net	(1,160)	(856)
Change in fair value of contingent consideration	2,533	(2,525)
Change in fair value of warrant liability	(2,480)	(13,835)
Change in Tax Receivable Agreement liability	(120)	0
Change in income tax receivable and payable	1,297	(728)
Change in accounts receivable	4,824	(7,324)
Change in prepaid expenses and other current assets	1,120	(2,121)
Change in accounts payable and accrued expenses	(5,341)	(2,367)
Change in other liabilities	(195)	(516)
Net cash provided by operating activities	2,109	7,891
Cash flows from investing activities
Additions to property and equipment	(5,247)	(7,875)
Acquisition of businesses, net of cash acquired	(2,579)	(24,830)
Net cash used in investing activities	(7,826)	(32,705)
Cash flows from financing activities
Proceeds from issuance of long-term debt	0	220,840
Payments of long-term debt and notes payable	(1,687)	(200,414)
Proceeds from borrowings on revolving credit facilities	0	11,000
Payments of borrowings on revolving credit facilities	0	(15,000)
Payment of debt issuance costs	0	(3,565)
Payment of equity issuance	0	(475)
Payment of early termination	0	(188)
Proceeds from warrants exercised	0	11
Purchase of treasury stock related to stock-based compensation	(156)	0
Distributions to non-controlling interest holders	(563)	0
Other	0	(60)
Net cash (used in) provided by financing activities	(2,406)	12,149
Net change in cash	(8,123)	(12,665)
Cash, beginning of period	26,394	31,397
Cash, end of period	18,271	18,732
Supplemental Disclosure of Cash Flow Information
Interest	10,651	10,908
Income taxes	662	3,837
Non-Cash Investing and Financing Transactions:
Contingent and deferred acquisition consideration	2,971	11,877
Stock-based compensation capitalized in property and equipment	363	366
Capital expenditures included in accounts payable	236	550
Issuance of equity for Aimtell/Aramis//PushPros, and Crisp Results	$ 10,000	$ 35,000

BUSINESS, BASIS OF PRESENTATION

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Digital Media Solutions, Inc. (“DMS Inc.”) is a digital performance marketing company offering a diversified lead and software delivery platform that drives high value and high intent leads to its customers. As used in this Quarterly Report, the “Company” refers to DMS Inc. and its consolidated subsidiaries, (including its wholly-owned subsidiary, CEP V DMS US Blocker Company, a Delaware corporation (“Blocker”)). The Company is headquartered in Clearwater, Florida. The Company primarily operates and derives most of its revenues in the United States. Basis of Presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. All significant intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited consolidated financial statements; therefore, actual results could differ from those estimates. Interim results are not necessarily indicative of the results for a full year. Business Combination On July 15, 2020, Digital Media Solutions Holding (“DMSH”) consummated the Business Combination with Leo Holdings Corp. (“Leo”) pursuant to the Business Combination Agreement (“Business Combination”). Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 60.8% of the membership interest in DMSH, while Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”) retained approximately 39.2% 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 September 30, 2022, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 39.2% 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. Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. Significant Accounting Policies There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in Note 1. Business, Basis of Presentation and Summary of Significant Accounting Policies in our 2021 Form 10-K. New Accounting Standards Accounting Standards Not Yet Adopted In February 2016, the FASB issued authoritative guidance ASC 842, Lease Accounting , regarding the accounting for leases, and has since issued subsequent updates to the initial guidance. The amended guidance requires the recognition of assets and liabilities for operating leases. The standard was initially effective for annual and interim reporting periods beginning after December 15, 2019. However, in November 2019, the FASB issued amended guidance, which defers for Emerging Growth Companies (“EGC”) the effective date for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The standard must be adopted using a modified retrospective transition. We plan to adopt the standard using the optional transition method whereby we would apply the new lease requirements through a cumulative-effect adjustment on the effective date of adoption. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We will adopt this standard in the last fiscal quarter of 2022 and we expect the adoption will have a material impact on our consolidated financial statements and disclosures. The Company qualifies as an “emerging growth company” and has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In June 2016, the FASB issued authoritative guidance ASC 326 Financial Instruments - Credit Losses , regarding the impairment model known as the current expected credit loss (“CECL”) model on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a CECL model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for emerging growth companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements.

REVENUE

REVENUE	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
REVENUE	REVENUE Disaggregation of Revenue The following tables present the disaggregation of revenue by reportable segment and type of service (in thousands): Three Months Ended September 30, 2022 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 41,381 $ 53,230 $ — $ (8,059) $ 86,552 Managed services 937 — 1,076 — 2,013 Software services — — 1,501 — 1,501 Total Net revenue $ 42,318 $ 53,230 $ 2,577 $ (8,059) $ 90,066 Three Months Ended September 30, 2021 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 63,332 $ 58,278 $ — $ (18,133) $ 103,477 Managed services 1,667 — 1,471 — 3,138 Software services — — 784 — 784 Total Net revenue $ 64,999 $ 58,278 $ 2,255 $ (18,133) $ 107,399 Nine Months Ended September 30, 2022 Brand Direct Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 144,123 $ 166,128 $ — $ (31,551) $ 278,700 Managed services 4,211 — 3,989 — 8,200 Software services — — 3,472 — 3,472 Total Net revenue $ 148,334 $ 166,128 $ 7,461 $ (31,551) $ 290,372 Nine Months Ended September 30, 2021 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 174,341 $ 165,300 $ — $ (43,260) $ 296,381 Managed services 6,713 — 3,796 — 10,509 Software services — — 2,391 — 2,391 Total Net revenue $ 181,054 $ 165,300 $ 6,187 $ (43,260) $ 309,281 Contract Balances The Company’s contract liabilities result from payments received from clients in advance of revenue recognition as they precede the Company’s satisfaction of the associated performance obligation. If a customer pays consideration before the Company’s performance obligations are satisfied, such amounts are classified as deferred revenue on the unaudited consolidated balance sheets. As of September 30, 2022 and December 31, 2021, the balance of deferred revenue was $1.1 million and $1.8 million, respectively, and is recorded within “Accrued expenses and other current liabilities” on the unaudited consolidated balance sheets. We expect the majority of the deferred revenue balance at September 30, 2022 to be recognized as revenue during the following quarter.

REPORTABLE SEGMENTS

REPORTABLE SEGMENTS	9 Months Ended
	Sep. 30, 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 Nine Months Ended 2022 2021 2022 2021 Net revenue $ 90,066 $ 107,399 $ 290,372 $ 309,281 Brand Direct 42,318 64,999 148,334 181,054 Marketplace 53,230 58,278 166,128 165,300 Technology Solutions 2,577 2,255 7,461 6,187 Intercompany eliminations (8,059) (18,133) (31,551) (43,260) Cost of revenue (exclusive of depreciation and amortization) 66,378 77,063 211,997 218,304 Brand Direct 32,873 50,165 117,459 137,759 Marketplace 41,202 44,396 125,045 122,296 Technology Solutions 362 635 1,044 1,509 Intercompany eliminations (8,059) (18,133) (31,551) (43,260) Gross profit (exclusive of depreciation and amortization) $ 23,688 $ 30,336 $ 78,375 $ 90,977 Brand Direct 9,445 14,834 30,875 43,295 Marketplace 12,028 13,882 41,083 43,004 Technology Solutions 2,215 1,620 6,417 4,678 Salaries and related costs 11,668 12,449 38,612 34,426 General and administrative expenses 9,076 10,237 32,622 27,051 Depreciation and amortization 7,142 7,186 21,377 19,649 Acquisition costs 14 420 306 1,820 Change in fair value of contingent consideration liabilities (3) (3,085) 2,533 (2,525) (Loss) income from operations $ (4,209) $ 3,129 $ (17,075) $ 10,556

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 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 Additions (Note 6) — — 716 716 Miscellaneous changes (55) — — (55) Balance, September 30, 2022 $ 18,321 $ 54,554 $ 4,344 $ 77,219 The carrying amount of goodwill for all reporting units had no accumulated impairments as of September 30, 2022 and December 31, 2021. Intangible assets, net Finite-lived intangible assets, net consisted of the following (in thousands): September 30, 2022 December 31, 2021 Amortization Gross Accumulated Net Gross Accumulated Net Technology 3 to 5 $ 54,336 $ (37,149) $ 17,187 $ 51,946 $ (29,929) $ 22,017 Customer relationships 2 to 9 49,423 (19,209) 30,214 49,273 (13,076) 36,197 Brand 1 to 7 12,168 (5,821) 6,347 12,109 (4,575) 7,534 Non-competition agreements 3 1,898 (1,821) 77 1,898 (1,418) 480 Total $ 117,825 $ (64,000) $ 53,825 $ 115,226 $ (48,998) $ 66,228 The weighted average amortization period for intangible assets is 4 years in total, and by category is 4 years for technology, 6 years for customer relationships, 4 years for brand, 3 years for non-competition agreements. Amortization expense relating to intangible assets subject to amortization for each of the next five years and thereafter is estimated to be as follows (in thousands): 2022 2023 2024 2025 2026 Thereafter Amortization expense $ 4,719 $ 16,890 $ 14,311 $ 7,114 $ 6,368 $ 4,423 Amortization expense for finite-lived intangible assets is recorded on an accelerated straight-line basis. Amortization expense related to finite-lived intangible assets was $5.0 million and $15.0 million for the three and nine months ended September 30, 2022, respectively, and $5.5 million and $15.4 million for the three and nine months ended September 30, 2021, respectively.

DEBT

DEBT	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
DEBT	DEBT The following table presents the components of outstanding debt (in thousands): September 30, 2022 December 31, 2021 Term loan $ 222,188 $ 223,875 Less: Unamortized debt issuance costs (1) (5,100) (6,120) Debt, net 217,088 217,755 Less: Current portion of long-term debt (2,250) (2,250) Long-term debt $ 214,838 $ 215,505 __________ (1) Includes net debt issuance discount and other costs. On May 25, 2021, Digital Media Solutions, LLC (“DMS LLC”), as borrower, and DMSH, each of which is a subsidiary of DMS, entered into a five-year $275 million senior secured credit facility (the “Credit Facility”), with a syndicate of lenders (“Lenders”), arranged by Truist Bank and Fifth Third Bank, as joint lead arrangers, and Truist Bank, as administrative agent. The Credit Facility is guaranteed by, and secured by substantially all of the assets of, DMS LLC, DMSH LLC and their material subsidiaries, subject to customary exceptions. Pursuant to the Credit Facility, the Lenders provided DMS LLC with senior secured term loans consisting of a senior secured term loan with an aggregate principal amount of $225 million (the “Term Loan”) and a $50 million senior secured revolving credit facility (the “Revolving Facility”). The Term Loan, which was issued at an original issue discount of 1.80% or $4.2 million, is subject to payment of 1.0% of the original aggregate principal amount per annum paid quarterly, with a bullet payment at maturity. The Term Loan will mature, and the revolving credit commitments under the Revolving Facility will terminate, on May 25, 2026, when any outstanding balances will become due. Borrowings under the Revolving Facility bear interest, at our option, at either (i) adjusted LIBOR plus 4.25% or (ii) a base rate (which is equal to the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate, as in effect from time to time, plus 0.50%, (c) one-month LIBOR plus 1.00%, and (d) 1.75% (the “Base Rate”)), plus 3.25%. The Term Loan bears interest at our option, at either (i) adjusted LIBOR plus 5.00% or (ii) the Base Rate plus 4.00%. Under the Revolving Facility, DMS LLC pays a 0.50% per annum commitment fee in arrears on the undrawn portion of the revolving commitments. Since May 25, 2021 our interest rate is based on LIBOR plus 5.00%. For the three and nine months ended September 30, 2022, the effective interest rate was 7.25%. On October 4, 2022, the Company drew $5.0 million on the Revolving Facility. 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 September 30, 2022 the Term Loan debt discount and debt issuance cost classified as debt had a remaining unamortized balance of $3.1 million and $2.0 million, respectively. As of December 31, 2021, the Term Loan debt discount and debt issuance cost included in the carrying value of the debt had a remaining unamortized balance of $3.7 million and $2.4 million, respectively. At September 30, 2022 and December 31, 2021, the unamortized debt issuance cost of $0.6 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. As of September 30, 2022 and December 31, 2021, respectively, we were in material compliance with all financial covenants. If the Company fails to comply with its financial covenants, an event of default under the Credit Facility would be triggered and the Company’s obligations under the Credit Facility may be accelerated. Management is monitoring the Company’s compliance and future ability to comply with all financial covenants, which management estimates may not be met within one year of issuance of these consolidated financial statements. Management is prepared to take certain steps to ensure compliance, including requesting waivers from or entering into amendments with the Lenders. Debt Maturity Schedule The scheduled maturities of our total debt are estimated as follows at September 30, 2022 (in thousands): 2022 $ 563 2023 2,250 2024 2,250 2025 2,250 2026 214,875 Total debt $ 222,188

ACQUISITIONS

ACQUISITIONS	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	ACQUISITIONS Traverse On May 10, 2022, the Company acquired Traverse Data, Inc. (“Traverse”). Traverse is a marketing and advertising technology company. The Company paid cash consideration of $2.5 million upon closing of the transaction. The transaction also includes up to $0.5 million in contingent consideration, subject to the achievement of certain milestones, which is payable in cash 15 months after the acquisition date. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. 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 our intangible asset, goodwill, contingent consideration and working capital. The impact of these adjustments are as follows (in thousands): Traverse Acquisition Date Fair Value Fair Value Mark-to-Market changes Revised Acquisition Date Fair Value Goodwill $ 444 $ (162) $ 282 Intangible Assets: Technology $ 2,500 $ (10) $ 2,490 Customer relationships $ 50 $ — $ 50 Brand $ 59 $ — $ 59 Non-competition agreements $ 3 $ (3) $ — Contingent consideration liability $ 428 $ 10 $ 438 Working capital accounts $ (49) $ 333 $ 284 The Company primarily used Income Approach methodologies, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired business have been included in the Company’s results of operations since the acquisition date of May 10, 2022. Under Accounting Standards Codification 805 (“ASC 805”), an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included technology, brand, customer relationships and non-competition agreements. Fair value of the technology was determined using the Multi Period Excess Earnings Approach; fair value of the customer relationships was determined using the Excess Earnings Method utilizing distributor inputs; fair value of the brand was determined using the Relief from Royalty Method; and fair value of the non-competition agreements was determined using the Discounted Cash Flow Approach. The goodwill related to this transaction reflects the synergies expected from combining the operations of Traverse and is included in the Technology Solutions reportable segment. Goodwill is expected to be deductible for tax purposes. Intangible assets primarily consist of technology, brand and customer relationships with an estimated useful life of five years for technology, three years for brand and five years for customer relationships. Crisp Results On April 1, 2021, the Company completed a transaction to purchase the assets of Crisp Marketing, LLC (“Crisp Results” or “Crisp”). Crisp Results is a digital performance advertising company that connects consumers with brands within the insurance sector, with primary focus on the Medicare insurance industry. Crisp Results is known for providing predictable, reliable, flexible and scalable customer acquisition solutions, supporting large brands with a process that combines data, design, technology and innovation. The Company paid consideration of $40.0 million upon closing of the transaction, consisting of $20.0 million cash and 1.6 million Class A Common Stock valued at $20.0 million. The transaction also included up to $10.0 million in contingent consideration, subject to the achievement of certain milestones, which can be paid in cash or Class A Common Stock at the election of the Company, and a $5.0 million deferred payment, to be paid 18 months after the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. As the result of the completed valuation of the assets acquired (including intangibles) and liabilities assumed, as well as the contingent consideration liabilities, as of the acquisition dates, adjustments were recorded related to further analysis of the forecast (for example, items that occurring in the pre-acquisition period that should have been factored into the forecast as of the acquisition date) and refinements to the significant assumptions in the valuation models used to value the intangibles and contingent consideration liabilities. As a result, we made adjustment to the initial and subsequent fair value of the intangible assets, goodwill, contingent consideration and working capital. Since December 31, 2021, there were no measurement period adjustments identified and recorded. Accounting for the acquisition was completed on March 31, 2022. As of April 1, 2021, the acquisition date, the fair value of the contingent consideration was $5.2 million. During the nine months ended September 30, 2022, the fair value of the contingent consideration increased $2.6 million due to accretion to $10.0 million from December 31, 2021. As of April 1, 2022, the contingent consideration milestones were met, and the Company paid it on July 1, 2022 in the form of 2.99 million unregistered shares of Class A Common Stock, priced at $3.3455, the average closing price of the Class A common stock during the twenty As of April 1, 2021, the acquisition date, the fair value of the deferred consideration was $4.6 million. During the nine months ended September 30, 2022, the present value of the deferred consideration increased $0.2 million due to accretion to $5.0 million from December 31, 2021. The $5.0 million deferred consideration became due on October 1, 2022, which the Company paid on October 4, 2022. The Company primarily used Income Approach methodologies, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired business have been included in the Company’s results of operations since the acquisition date of April 1, 2021. Under ASC 805, an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand and customer relationships of the acquired business. Fair value of the Crisp Results brand was determined using the Relief from Royalty Method, and the fair value of customer relationships was determined using the Multi Period Excess Earnings Method. The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of Crisp Results and is included in the Marketplace reportable segment. Goodwill is expected to be deductible for tax purposes. Intangible assets primarily consist of brand and customer relationships with an estimated useful life of seven years for brand and six years for customer relationships. Aimtell, Aramis and PushPros On February 1, 2021, the Company acquired Aimtell, Inc. (“Aimtell”), PushPros, Inc. (“PushPros”) and Aramis Interactive (“Aramis”, and together with Aimtell and PushPros, “AAP”). Aimtell and PushPros are leading providers of technology-enabled digital performance advertising solutions that connect consumers and advertisers within the home, auto, health and life insurance verticals. Aramis is a network of owned-and-operated websites that leverages the Aimtell and PushPros technologies and relationships. The Company paid consideration of $20.0 million upon closing of the transaction, consisting of $5.0 million in cash and approximately 1.29 million shares of Class A Common Stock valued at $15.0 million. The transaction also included up to $15.0 million in contingent consideration to be earned over the three years following the acquisition, subject to the achievement of certain milestones. The contingent consideration can be paid in cash or Class A Common Stock at the election of the Company. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. As the result of the completed valuation of the assets acquired (including intangibles) and liabilities assumed, as well as the contingent consideration liabilities, as of the acquisition date, we recorded adjustments during the year ended December 31, 2021 related to further analysis of the forecast (for example, items that occurring in the pre-acquisition period that should have been factored into the forecast as of the acquisition date) and refinements to the significant assumptions in the valuation models used to value the intangibles and contingent consideration liabilities. As a result, we made adjustments to the initial and subsequent fair value of the intangible assets, goodwill, contingent consideration and working capital. Since December 31, 2021, there was a $0.1 million measurement period adjustment identified and recorded in Goodwill during the period ended March 31, 2022. Accounting for the acquisition was completed on March 31, 2022. As of February 1, 2021, the acquisition date, the fair value of the contingent consideration earnout was $2.1 million. As of September 30, 2022, the contingent consideration earnout fair value total changed to $1.0 million, decreasing since December 31, 2021. The contingent consideration can be paid in cash or DMS Class A Common Stock at the election of the Company. The Company primarily used Income Approach methodologies, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired businesses have been included in the Company’s results of operations since the acquisition date of February 1, 2021. Under ASC 805, an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand, technology, customer relationships and non-competition agreements of the acquired business. Fair value of the Aimtell and PushPros technology was determined using the Multi Period Excess Earnings Method; fair value of the AAP non-compete agreements was determined using a Discounted Cash Flow Approach; fair value of the AAP brand was determined using a Relief from Royalty Method; fair value of the Aramis customer relationships was determined using the Multi Period Excess Earnings Method; and fair value of the Aimtell and PushPros customer relationships was determined using the excess earnings method with distributor inputs. The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of AAP and is included in the Brand Direct reportable segment. Goodwill is expected to be deductible for Aramis and PushPros for tax purposes. Intangible assets primarily consist of technology and customer relationships. The acquisition date fair value of assets acquired and liabilities assumed from the AAP, Crisp Results and Traverse acquisitions consist of the following (in thousands): Expected Useful Life AAP Crisp Results Traverse 2021 2021 2022 Cash $ — $ — $ 232 Goodwill 9,761 21,894 282 Technology 4 to 5 3,900 — 2,490 Customer relationships 4 to 6 7,690 19,600 50 Accounts receivable, net 3,100 2,610 276 Brand 1 to 7 208 7,400 59 Non-competitive agreements 1 to 3 83 — — Property and equipment 3 to 5 250 220 — Accounts payable (2,887) (1,593) (232) Other assets acquired and liabilities assumed, net (1) 740 1 7 Net assets and liabilities acquired $ 22,845 $ 50,132 $ 3,164 (1) Other assets acquired and liabilities assumed, net includes prepaids and other current assets, partially offset by other current liabilities (e.g., Travel and expense payables, payroll liabilities, tax liabilities, and transition services payable). The weighted average amortization period for AAP acquisition technology is 4 years, customer relationships is 4.1 years, brand is 2.1 years and non-compete agreements is 3 years. The weighted average amortization period for Crisp Results acquisition customer relationships is 6 years, and brand is 7 years. The weighted average amortization period for Traverse acquisition technology is 5 years, customer relationships is 5 years, brand is 3 years and non-compete agreements is 1 year. In total, the weighted average amortization period for AAP is 4 years, Crisp Results is 5.6 years and Traverse is 5 years. The following schedule represents the amounts of net revenue and net loss from operations related to Traverse, AAP and Crisp Results acquisitions which have been included in the unaudited consolidated statements of operations for the periods indicated subsequent to the acquisition date in the period of acquisition (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Traverse Traverse Net revenue $ 709 $ 1,069 Net income from operations $ 229 $ 299 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 AAP Crisp Results AAP Crisp Results Net revenue $ 5,976 $ 6,407 $ 16,051 $ 13,374 Net income (loss) from operations $ 94 $ 734 $ (526) $ 579 Pro Forma Information The following unaudited pro forma financial information represents the consolidated financial information as if the acquisitions had been included in our consolidated results beginning on the first day of the fiscal year prior to their respective acquisition dates (in thousands): Three Months Ended September 30, 2021 DMS AAP Crisp Results Traverse Pro Forma Net revenue $ 107,399 $ — $ — $ 664 $ 108,063 Net income from operations $ 3,129 $ — $ — $ 38 $ 3,167 Nine Months Ended September 30, 2022 DMS Traverse Pro Forma Net revenue $ 290,372 $ 999 $ 291,371 Net loss from operations $ (17,075) $ (417) $ (17,492) Nine Months Ended September 30, 2021 DMS AAP Crisp Results Traverse Pro Forma Net revenue $ 309,281 $ 2,465 $ 8,284 $ 1,917 $ 321,947 Net income (loss) from operations $ 10,556 $ 457 $ 2,296 $ (29) $ 13,280

RESTRUCTURING COSTS

RESTRUCTURING COSTS	9 Months Ended
	Sep. 30, 2022
Restructuring and Related Activities [Abstract]
RESTRUCTURING COSTS	RESTRUCTURING COSTS Restructuring costs include expenses associated with the Company’s effort to continually improve operational efficiency and reposition its assets to remain competitive on a national basis. The Company leases office space in various locations within the United States and Canada. The leases entered into by the Company consist of both long-term and short-term leases. Termination of office lease and other related costs include lease and termination of fixed assets, employee training, relocation and facility costs. These costs are recorded in General and administrative expenses in the unaudited consolidated statements of operations. Since the year ended December 31, 2020, due to the economic environment caused by the COVID-19 pandemic, the Company entered into negotiations with landlords to terminate certain lease agreements, which reduced cash needs by approximately $1.9 million over the remaining life of the original leases through April 30, 2025. As of September 30, 2022, the Company has four leased properties, representing 55,798 square feet of office space located in the United States. During the third quarter of 2022, the Company entered into an agreement with a third-party to sublease a substantial portion of one of the Company’s leased properties. Income from the subleased property is used to offset the Company’s restructuring costs. Valuation adjustments related to the reserve and lease accretion are recorded in General and administrative expenses in the consolidated statements of operations. The change in liability for the restructuring costs reserve for the three and nine months ended September 30, 2022 and 2021, respectively, was as follows (in thousands): Three Months Ended Three Months Ended September 30, 2021 Beginning balance $ 2,498 $ 2,957 Valuation adjustments (73) (300) Lease payments (242) (333) Lease accretion 68 45 Ending balance $ 2,251 $ 2,369 Current portion - Accrued expenses and other current liabilities $ 830 $ 1,200 Long-term portion - Other non-current liabilities $ 1,421 $ 1,169 Nine Months Ended Nine Months Ended September 30, 2021 Beginning balance $ 2,516 $ 3,653 Valuation adjustments 397 (219) Lease payments (826) (1,203) Lease accretion 164 138 Ending balance $ 2,251 $ 2,369 Current portion - Accrued expenses and other current liabilities $ 830 $ 1,200 Long-term portion - Other non-current liabilities $ 1,421 $ 1,169

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 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 September 30, 2022 and 2021, respectively. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes-Merton valuation model. Changes in fair value of the Private Placement Warrants are presented under Change in the fair value of warrant liabilities on the Income Statement. As of September 30, 2022, the Company has approximately 4.0 million Private Placement Warrants outstanding. The significant assumptions were as follows: September 30, 2022 Private Placement Warrants Fair Value Per Share $ 0.37 Private Placement Warrant valuation inputs: Stock price - DMS Inc. Class A Common Stock $ 1.92 Remaining contractual term in years 2.79 Estimated volatility 90.0 % Dividend yield 0.0 % Risk free interest rate 4.20 % Contingent consideration payable related to acquisitions The fair value of the contingent considerations payable for the AAP and Traverse acquisitions (described in Note 6. Acquisitions ) were determined using a Monte Carlo fair value analysis and a scenario-based methodology, respectively, based on estimated performance and the probability of achieving certain targets. As certain inputs are not observable in the market, the contingent consideration is classified as a Level 3 instrument. Changes in fair value of contingent consideration are presented under “Change in fair value of contingent consideration liabilities” on the statement of operations. The contingent consideration payable for the Crisp acquisition was finalized on April 1, 2022, the end of the earnout period. As the full target was met, the payment was made on July 1, 2022 in the form of Class A Common Stock. (See Note 6. Acquisitions ). The following table presents the contingent consideration assumptions. Aimtell / PushPros Revenue Volatility 25 % Iteration (actual) 100,000 Risk adjustment discount rate 10.25 % Risk free / Credit risk 12.75 % Days gap from period end to payment 90 Aramis CYE2022 Earnout Successful Probability 99.0 % Iteration (actual) 100,000 Risk free / Credit risk 12.75 % Days gap from period end to payment 90 Traverse CYE2023 Earnout Successful Probability 95.0 % Risk free / Credit risk 12.75 % 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): September 30, 2022 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Total liabilities $ — $ — $ 1,480 $ 1,480 Contingent consideration - Aramis Contingent consideration payable - current — — 933 933 Contingent consideration - Traverse Contingent consideration payable - current — — 438 438 Contingent consideration - Aimtell/PushPros Contingent consideration payable - non-current — — 31 31 Total $ — $ — $ 2,882 $ 2,882 The following table represents the change in the warrant liability and contingent consideration (in thousands): Private Placement Warrants Contingent Consideration Balance, July 1, 2022 $ 480 $ 11,403 Additions — 2 Changes in fair value 1,000 (3) Settlements — (10,000) Balance, September 30, 2022 $ 1,480 1,402 Private Placement Warrants Contingent Consideration Balance, December 31, 2021 $ 3,960 $ 8,439 Additions — 430 Changes in fair value (2,480) 2,533 Settlements — (10,000) Balance, September 30, 2022 $ 1,480 $ 1,402

EMPLOYEE AND DIRECTOR INCENTIVE

EMPLOYEE AND DIRECTOR INCENTIVE PLANS	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
EMPLOYEE AND DIRECTOR INCENTIVE PLANS	EMPLOYEE AND DIRECTOR INCENTIVE PLANS 2020 Omnibus Incentive Plan On July 15, 2020, Leo’s shareholders approved the 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan allows for the issuance and repurchase of stock options, stock appreciation rights, stock awards (including restricted stock awards (“RSAs”) and Restricted Stock Units (“RSUs”)) and other stock-based awards. Directors, officers and employees, as well as others performing independent consulting or advisory services for the Company or its affiliates, are eligible for grants under the 2020 Plan. The aggregate number of shares reserved under the 2020 Plan is approximately 11.6 million. The 2020 Plan terminates on June 24, 2030. The related costs were approximately $5.3 million and $4.0 million for the nine months ended September 30, 2022 and 2021, respectively, and are included in “Salaries and related costs” within the Consolidated Statement of Operations. Fair value of stock-based compensation is based on the closing trading price of the Company’s stock on the grant date. Restricted Stock Units On April 12, 2022, the Board voted to award 762,000 RSUs consisting of 381,406 performance-based vesting RSUs (“PRSUs”) and 381,406 time-based vesting RSUs (“TRSUs”) to executive management and certain key employees under the 2020 Plan. On July 1, 2022, the Board voted to award 326,000 RSUs consisting of 163,000 PRSUs and 163,000 TRSUs to executive management under the 2020 Plan. The TRSU and PRSUs vest one-fourth each year based on four years of continuous service starting with January 1, 2022 through January 1, 2026. Vesting of the PRSUs are also subject to certain performance metrics of the Company, which the Company re-evaluates the probability of achievement on a quarterly basis. The TRSU’s related stock-based compensation expense is recognized on a straight-line basis over the vesting period. The PRSU awards’ expense is recognized on an accelerated basis over the vesting period. On August 4, 2022, the Board voted to award an aggregate of 52,545 RSUs to the Company’s non-employee directors under the 2020 Plan. The RSUs will vest on the date of the annual shareholder’s meeting or on the anniversary of the award, whichever occurs first, and the related stock-based compensation expense is recognized on a straight-line basis over the vesting period.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES As a result of the Business Combination, the Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker, which owns 60.8% 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 and Traverse, wholly-owned U.S. corporate subsidiaries of DMSH, which is subject to U.S. federal and state and local income taxes. The income tax burden on the earnings allocated to the non-controlling interests is not reported by the Company in its consolidated financial statements under GAAP. As a result, the Company’s effective tax rate is expected to differ materially from the statutory rate. The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. The Company recorded income tax expense of $0.46 million and $0.82 million for the three and nine months ended September 30, 2022, respectively. The blended effective tax rate for the three and nine months ended September 30, 2022 was 4.8% and 3.1%, respectively, which varies from our statutory U.S. tax rate due to taxable income or loss that is allocated to the non-controlling interest and impact of the valuation allowance on DMS, Inc. The Company recorded $0.4 million and $1.5 million income tax expense for the three and nine months ended September 30, 2021, respectively. The blended effective tax rate for the three and nine months ended September 30, 2021 was 6.6% and 13.1%, respectively, which varies from our statutory U.S. tax rate due to taxable income or loss that is allocated to the non-controlling interest. Tax Receivable Agreement two

EARNINGS PER SHARE

EARNINGS PER SHARE	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
EARNINGS PER SHARE	EARNINGS PER SHARE Basic earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. adjusted for the 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 Nine Months Ended 2022 2021 2022 2021 Numerator: Net (loss) income $ (10,121) $ 5,394 $ (27,365) $ 10,121 Net (loss) income attributable to non-controlling interest (4,010) $ 1,858 (10,765) 4,217 Net (loss) income attributable to Digital Media Solutions, Inc. - basic $ (6,111) $ 3,536 $ (16,600) $ 5,904 Add: Income effects of Class B convertible common stock $ (4,010) $ 1,858 $ — $ 4,217 Net (loss) income attributable to Digital Media Solutions, Inc. - diluted $ (10,121) $ 5,394 $ (16,600) $ 10,121 Denominator: Weighted average shares - basic 39,961 36,511 37,644 35,050 Add: dilutive effects of Class B convertible common stock 25,699 25,853 — 25,853 Add: dilutive effects of employee equity awards — 267 — 515 Add: dilutive effects of public warrants — — — 168 Add: dilutive effects of deferred consideration — 690 — 402 Weighted average shares - diluted 65,660 63,321 37,644 61,988 Net earnings (loss) per common share: Basic $ (0.15) $ 0.10 $ (0.44) $ 0.17 Diluted $ (0.15) $ 0.09 $ (0.44) $ 0.16 Shares of the Company’s Class B convertible common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate basic and diluted earnings per share of Class B convertible common stock under the two-class method has not been presented. For the three and nine months ended September 30, 2022, the Company excluded 4.0 million private warrants, 10.0 million public warrants, 5.0 million deferred consideration, 1.7 million stock options, 1.0 million RSUs, and 0.3 million PRSUs, respectively, as their effect would have been anti-dilutive. For the nine months ended September 30, 2022, the Company excluded the Class B convertible common stock, as their effect would have been anti-dilutive. For the three months ended September 30, 2021, the Company excluded 4.0 million private warrants, 10.0 million public warrants, 1.9 million employee equity awards, as the effect was anti-dilutive. For the nine months ended September 30, 2021, the Company excluded 4.0 million private warrants and approximately 1.9 million employee equity awards, as their effect would have been anti-dilutive.

BUSINESS, BASIS OF PRESENTATI_2

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. All significant intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited consolidated financial statements; therefore, actual results could differ from those estimates. Interim results are not necessarily indicative of the results for a full year.
Business Combination	Business Combination On July 15, 2020, Digital Media Solutions Holding (“DMSH”) consummated the Business Combination with Leo Holdings Corp. (“Leo”) pursuant to the Business Combination Agreement (“Business Combination”). Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 60.8% of the membership interest in DMSH, while Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”) retained approximately 39.2% 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 September 30, 2022, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 39.2% 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.
Reclassifications	Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes.
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 will adopt this standard in the last fiscal quarter of 2022 and we expect the adoption will have a material impact on our consolidated financial statements and disclosures. The Company qualifies as an “emerging growth company” and has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In June 2016, the FASB issued authoritative guidance ASC 326 Financial Instruments - Credit Losses , regarding the impairment model known as the current expected credit loss (“CECL”) model on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a CECL model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for emerging growth companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements.
Earnings Per Share	Basic earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. adjusted for the income effects of dilutive instruments by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive elements.

REVENUE (Tables)

REVENUE (Tables)	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	Disaggregation of Revenue The following tables present the disaggregation of revenue by reportable segment and type of service (in thousands): Three Months Ended September 30, 2022 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 41,381 $ 53,230 $ — $ (8,059) $ 86,552 Managed services 937 — 1,076 — 2,013 Software services — — 1,501 — 1,501 Total Net revenue $ 42,318 $ 53,230 $ 2,577 $ (8,059) $ 90,066 Three Months Ended September 30, 2021 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 63,332 $ 58,278 $ — $ (18,133) $ 103,477 Managed services 1,667 — 1,471 — 3,138 Software services — — 784 — 784 Total Net revenue $ 64,999 $ 58,278 $ 2,255 $ (18,133) $ 107,399 Nine Months Ended September 30, 2022 Brand Direct Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 144,123 $ 166,128 $ — $ (31,551) $ 278,700 Managed services 4,211 — 3,989 — 8,200 Software services — — 3,472 — 3,472 Total Net revenue $ 148,334 $ 166,128 $ 7,461 $ (31,551) $ 290,372 Nine Months Ended September 30, 2021 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 174,341 $ 165,300 $ — $ (43,260) $ 296,381 Managed services 6,713 — 3,796 — 10,509 Software services — — 2,391 — 2,391 Total Net revenue $ 181,054 $ 165,300 $ 6,187 $ (43,260) $ 309,281

REPORTABLE SEGMENTS (Tables)

REPORTABLE SEGMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
Segment Reporting [Abstract]
Reconciliation of Operations of Segments	The following tables are a reconciliation of the operations of our segments to income from operations (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net revenue $ 90,066 $ 107,399 $ 290,372 $ 309,281 Brand Direct 42,318 64,999 148,334 181,054 Marketplace 53,230 58,278 166,128 165,300 Technology Solutions 2,577 2,255 7,461 6,187 Intercompany eliminations (8,059) (18,133) (31,551) (43,260) Cost of revenue (exclusive of depreciation and amortization) 66,378 77,063 211,997 218,304 Brand Direct 32,873 50,165 117,459 137,759 Marketplace 41,202 44,396 125,045 122,296 Technology Solutions 362 635 1,044 1,509 Intercompany eliminations (8,059) (18,133) (31,551) (43,260) Gross profit (exclusive of depreciation and amortization) $ 23,688 $ 30,336 $ 78,375 $ 90,977 Brand Direct 9,445 14,834 30,875 43,295 Marketplace 12,028 13,882 41,083 43,004 Technology Solutions 2,215 1,620 6,417 4,678 Salaries and related costs 11,668 12,449 38,612 34,426 General and administrative expenses 9,076 10,237 32,622 27,051 Depreciation and amortization 7,142 7,186 21,377 19,649 Acquisition costs 14 420 306 1,820 Change in fair value of contingent consideration liabilities (3) (3,085) 2,533 (2,525) (Loss) income from operations $ (4,209) $ 3,129 $ (17,075) $ 10,556

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in the carrying value of goodwill, by reporting segment, were as follows (in thousands): Brand Direct Marketplace Technology Solutions Total Balance, December 31, 2021 $ 18,376 $ 54,554 $ 3,628 $ 76,558 Additions (Note 6) — — 716 716 Miscellaneous changes (55) — — (55) Balance, September 30, 2022 $ 18,321 $ 54,554 $ 4,344 $ 77,219
Schedule of Finite-Lived Intangible Assets	Finite-lived intangible assets, net consisted of the following (in thousands): September 30, 2022 December 31, 2021 Amortization Gross Accumulated Net Gross Accumulated Net Technology 3 to 5 $ 54,336 $ (37,149) $ 17,187 $ 51,946 $ (29,929) $ 22,017 Customer relationships 2 to 9 49,423 (19,209) 30,214 49,273 (13,076) 36,197 Brand 1 to 7 12,168 (5,821) 6,347 12,109 (4,575) 7,534 Non-competition agreements 3 1,898 (1,821) 77 1,898 (1,418) 480 Total $ 117,825 $ (64,000) $ 53,825 $ 115,226 $ (48,998) $ 66,228
Finite-Lived Intangible Assets Amortization Expense	Amortization expense relating to intangible assets subject to amortization for each of the next five years and thereafter is estimated to be as follows (in thousands): 2022 2023 2024 2025 2026 Thereafter Amortization expense $ 4,719 $ 16,890 $ 14,311 $ 7,114 $ 6,368 $ 4,423

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	The following table presents the components of outstanding debt (in thousands): September 30, 2022 December 31, 2021 Term loan $ 222,188 $ 223,875 Less: Unamortized debt issuance costs (1) (5,100) (6,120) Debt, net 217,088 217,755 Less: Current portion of long-term debt (2,250) (2,250) Long-term debt $ 214,838 $ 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 September 30, 2022 (in thousands): 2022 $ 563 2023 2,250 2024 2,250 2025 2,250 2026 214,875 Total debt $ 222,188

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Changes in Fair Value of Assets Acquired and Liabilities Assumed as Part of Business Combination	The impact of these adjustments are as follows (in thousands): Traverse Acquisition Date Fair Value Fair Value Mark-to-Market changes Revised Acquisition Date Fair Value Goodwill $ 444 $ (162) $ 282 Intangible Assets: Technology $ 2,500 $ (10) $ 2,490 Customer relationships $ 50 $ — $ 50 Brand $ 59 $ — $ 59 Non-competition agreements $ 3 $ (3) $ — Contingent consideration liability $ 428 $ 10 $ 438 Working capital accounts $ (49) $ 333 $ 284
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The acquisition date fair value of assets acquired and liabilities assumed from the AAP, Crisp Results and Traverse acquisitions consist of the following (in thousands): Expected Useful Life AAP Crisp Results Traverse 2021 2021 2022 Cash $ — $ — $ 232 Goodwill 9,761 21,894 282 Technology 4 to 5 3,900 — 2,490 Customer relationships 4 to 6 7,690 19,600 50 Accounts receivable, net 3,100 2,610 276 Brand 1 to 7 208 7,400 59 Non-competitive agreements 1 to 3 83 — — Property and equipment 3 to 5 250 220 — Accounts payable (2,887) (1,593) (232) Other assets acquired and liabilities assumed, net (1) 740 1 7 Net assets and liabilities acquired $ 22,845 $ 50,132 $ 3,164 (1) Other assets acquired and liabilities assumed, net includes prepaids and other current assets, partially offset by other current liabilities (e.g., Travel and expense payables, payroll liabilities, tax liabilities, and transition services payable).
Schedule of Business Acquisitions, by Acquisition	The following schedule represents the amounts of net revenue and net loss from operations related to Traverse, AAP and Crisp Results acquisitions which have been included in the unaudited consolidated statements of operations for the periods indicated subsequent to the acquisition date in the period of acquisition (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Traverse Traverse Net revenue $ 709 $ 1,069 Net income from operations $ 229 $ 299 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 AAP Crisp Results AAP Crisp Results Net revenue $ 5,976 $ 6,407 $ 16,051 $ 13,374 Net income (loss) from operations $ 94 $ 734 $ (526) $ 579
Pro Forma Information	The following unaudited pro forma financial information represents the consolidated financial information as if the acquisitions had been included in our consolidated results beginning on the first day of the fiscal year prior to their respective acquisition dates (in thousands): Three Months Ended September 30, 2021 DMS AAP Crisp Results Traverse Pro Forma Net revenue $ 107,399 $ — $ — $ 664 $ 108,063 Net income from operations $ 3,129 $ — $ — $ 38 $ 3,167 Nine Months Ended September 30, 2022 DMS Traverse Pro Forma Net revenue $ 290,372 $ 999 $ 291,371 Net loss from operations $ (17,075) $ (417) $ (17,492) Nine Months Ended September 30, 2021 DMS AAP Crisp Results Traverse Pro Forma Net revenue $ 309,281 $ 2,465 $ 8,284 $ 1,917 $ 321,947 Net income (loss) from operations $ 10,556 $ 457 $ 2,296 $ (29) $ 13,280

RESTRUCTURING COSTS (Tables)

RESTRUCTURING COSTS (Tables)	9 Months Ended
	Sep. 30, 2022
Restructuring and Related Activities [Abstract]
Restructuring and Related Costs	The change in liability for the restructuring costs reserve for the three and nine months ended September 30, 2022 and 2021, respectively, was as follows (in thousands): Three Months Ended Three Months Ended September 30, 2021 Beginning balance $ 2,498 $ 2,957 Valuation adjustments (73) (300) Lease payments (242) (333) Lease accretion 68 45 Ending balance $ 2,251 $ 2,369 Current portion - Accrued expenses and other current liabilities $ 830 $ 1,200 Long-term portion - Other non-current liabilities $ 1,421 $ 1,169 Nine Months Ended Nine Months Ended September 30, 2021 Beginning balance $ 2,516 $ 3,653 Valuation adjustments 397 (219) Lease payments (826) (1,203) Lease accretion 164 138 Ending balance $ 2,251 $ 2,369 Current portion - Accrued expenses and other current liabilities $ 830 $ 1,200 Long-term portion - Other non-current liabilities $ 1,421 $ 1,169

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurement Inputs and Valuation Techniques	The significant assumptions were as follows: September 30, 2022 Private Placement Warrants Fair Value Per Share $ 0.37 Private Placement Warrant valuation inputs: Stock price - DMS Inc. Class A Common Stock $ 1.92 Remaining contractual term in years 2.79 Estimated volatility 90.0 % Dividend yield 0.0 % Risk free interest rate 4.20 % Aimtell / PushPros Revenue Volatility 25 % Iteration (actual) 100,000 Risk adjustment discount rate 10.25 % Risk free / Credit risk 12.75 % Days gap from period end to payment 90 Aramis CYE2022 Earnout Successful Probability 99.0 % Iteration (actual) 100,000 Risk free / Credit risk 12.75 % Days gap from period end to payment 90 Traverse CYE2023 Earnout Successful Probability 95.0 % Risk free / Credit risk 12.75 % 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): September 30, 2022 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Total liabilities $ — $ — $ 1,480 $ 1,480 Contingent consideration - Aramis Contingent consideration payable - current — — 933 933 Contingent consideration - Traverse Contingent consideration payable - current — — 438 438 Contingent consideration - Aimtell/PushPros Contingent consideration payable - non-current — — 31 31 Total $ — $ — $ 2,882 $ 2,882
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, July 1, 2022 $ 480 $ 11,403 Additions — 2 Changes in fair value 1,000 (3) Settlements — (10,000) Balance, September 30, 2022 $ 1,480 1,402 Private Placement Warrants Contingent Consideration Balance, December 31, 2021 $ 3,960 $ 8,439 Additions — 430 Changes in fair value (2,480) 2,533 Settlements — (10,000) Balance, September 30, 2022 $ 1,480 $ 1,402

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 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 Nine Months Ended 2022 2021 2022 2021 Numerator: Net (loss) income $ (10,121) $ 5,394 $ (27,365) $ 10,121 Net (loss) income attributable to non-controlling interest (4,010) $ 1,858 (10,765) 4,217 Net (loss) income attributable to Digital Media Solutions, Inc. - basic $ (6,111) $ 3,536 $ (16,600) $ 5,904 Add: Income effects of Class B convertible common stock $ (4,010) $ 1,858 $ — $ 4,217 Net (loss) income attributable to Digital Media Solutions, Inc. - diluted $ (10,121) $ 5,394 $ (16,600) $ 10,121 Denominator: Weighted average shares - basic 39,961 36,511 37,644 35,050 Add: dilutive effects of Class B convertible common stock 25,699 25,853 — 25,853 Add: dilutive effects of employee equity awards — 267 — 515 Add: dilutive effects of public warrants — — — 168 Add: dilutive effects of deferred consideration — 690 — 402 Weighted average shares - diluted 65,660 63,321 37,644 61,988 Net earnings (loss) per common share: Basic $ (0.15) $ 0.10 $ (0.44) $ 0.17 Diluted $ (0.15) $ 0.09 $ (0.44) $ 0.16

BUSINESS, BASIS OF PRESENTATI_3

BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)	Sep. 30, 2022	Dec. 31, 2021
Sellers | DMSH
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners	39.20%	41.60%

REVENUE - Disaggregation of Rev

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Net revenue	$ 90,066	$ 107,399	$ 290,372	$ 309,281
Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	42,318	64,999	148,334	181,054
Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	53,230	58,278	166,128	165,300
Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	2,577	2,255	7,461	6,187
Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(8,059)	(18,133)	(31,551)	(43,260)
Customer acquisition
Disaggregation of Revenue [Line Items]
Net revenue	86,552	103,477	278,700	296,381
Customer acquisition | Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	41,381	63,332	144,123	174,341
Customer acquisition | Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	53,230	58,278	166,128	165,300
Customer acquisition | Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Customer acquisition | Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(8,059)	(18,133)	(31,551)	(43,260)
Managed services
Disaggregation of Revenue [Line Items]
Net revenue	2,013	3,138	8,200	10,509
Managed services | Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	937	1,667	4,211	6,713
Managed services | Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Managed services | Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	1,076	1,471	3,989	3,796
Managed services | Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Software services
Disaggregation of Revenue [Line Items]
Net revenue	1,501	784	3,472	2,391
Software services | Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Software services | Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Software services | Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	1,501	784	3,472	2,391
Software services | Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	$ 0	$ 0	$ 0	$ 0

REVENUE - Additional Liabilitie

REVENUE - Additional Liabilities (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Contract with customer, liability	$ 1.1		$ 1.1		$ 1.8
Customer1 | Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk	27.90%	19.30%	23%	14.90%

REPORTABLE SEGMENTS (Details)

REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting Information [Line Items]
Net revenue	$ 90,066	$ 107,399	$ 290,372	$ 309,281
Cost of revenue (exclusive of depreciation and amortization)	66,378	77,063	211,997	218,304
Gross profit (exclusive of depreciation and amortization)	23,688	30,336	78,375	90,977
Salaries and related costs	11,668	12,449	38,612	34,426
General and administrative expenses	9,076	10,237	32,622	27,051
Depreciation and amortization	7,142	7,186	21,377	19,649
Acquisition costs	14	420	306	1,820
Change in fair value of contingent consideration liabilities	(3)	(3,085)	2,533	(2,525)
(Loss) income from operations	(4,209)	3,129	(17,075)	10,556
Intercompany eliminations
Segment Reporting Information [Line Items]
Net revenue	(8,059)	(18,133)	(31,551)	(43,260)
Cost of revenue (exclusive of depreciation and amortization)	(8,059)	(18,133)	(31,551)	(43,260)
Brand Direct
Segment Reporting Information [Line Items]
Net revenue	42,318	64,999	148,334	181,054
Brand Direct | Operating Segments
Segment Reporting Information [Line Items]
Net revenue	42,318	64,999	148,334	181,054
Cost of revenue (exclusive of depreciation and amortization)	32,873	50,165	117,459	137,759
Gross profit (exclusive of depreciation and amortization)	9,445	14,834	30,875	43,295
Marketplace
Segment Reporting Information [Line Items]
Net revenue	53,230	58,278	166,128	165,300
Marketplace | Operating Segments
Segment Reporting Information [Line Items]
Net revenue	53,230	58,278	166,128	165,300
Cost of revenue (exclusive of depreciation and amortization)	41,202	44,396	125,045	122,296
Gross profit (exclusive of depreciation and amortization)	12,028	13,882	41,083	43,004
Technology Solutions
Segment Reporting Information [Line Items]
Net revenue	2,577	2,255	7,461	6,187
Technology Solutions | Operating Segments
Segment Reporting Information [Line Items]
Net revenue	2,577	2,255	7,461	6,187
Cost of revenue (exclusive of depreciation and amortization)	362	635	1,044	1,509
Gross profit (exclusive of depreciation and amortization)	$ 2,215	$ 1,620	$ 6,417	$ 4,678

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 76,558
Additions (Note 6)	716
Miscellaneous changes	(55)
Goodwill, ending balance	77,219
Brand Direct | Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	18,376
Additions (Note 6)	0
Miscellaneous changes	(55)
Goodwill, ending balance	18,321
Marketplace | Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	54,554
Additions (Note 6)	0
Miscellaneous changes	0
Goodwill, ending balance	54,554
Technology Solutions | Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	3,628
Additions (Note 6)	716
Miscellaneous changes	0
Goodwill, ending balance	$ 4,344

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Accumulated impairments	$ 0		$ 0		$ 0
Amortization Period (Years)			4 years
Amortization of intangible assets	$ 5,000,000	$ 5,500,000	$ 15,000,000	$ 15,400,000
Technology
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)			4 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)			6 years
Brand
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)			4 years
Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)			3 years

GOODWILL AND INTANGIBLE ASSET_4

GOODWILL AND INTANGIBLE ASSETS - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	4 years
Gross	$ 117,825	$ 115,226
Accumulated Amortization	(64,000)	(48,998)
Net	$ 53,825	66,228
Technology
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	4 years
Gross	$ 54,336	51,946
Accumulated Amortization	(37,149)	(29,929)
Net	$ 17,187	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]
Amortization Period (Years)	6 years
Gross	$ 49,423	49,273
Accumulated Amortization	(19,209)	(13,076)
Net	$ 30,214	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]
Amortization Period (Years)	4 years
Gross	$ 12,168	12,109
Accumulated Amortization	(5,821)	(4,575)
Net	$ 6,347	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	(1,821)	(1,418)
Net	$ 77	$ 480

GOODWILL AND INTANGIBLE ASSET_5

GOODWILL AND INTANGIBLE ASSETS - Amortization Expense (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 4,719
2023	16,890
2024	14,311
2025	7,114
2026	6,368
Thereafter	$ 4,423

DEBT - Schedule of Debt (Detail

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 222,188
Less: Unamortized debt issuance costs	(5,100)	$ (6,120)
Debt, net	217,088	217,755
Less: Current portion of long-term debt	(2,250)	(2,250)
Long-term debt	214,838	215,505
Term loan
Debt Instrument [Line Items]
Total debt	$ 222,188	$ 223,875

DEBT - Additional Information (

DEBT - Additional Information (Details) - USD ($) $ in Thousands		9 Months Ended
	Oct. 04, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	May 25, 2021
Debt Instrument [Line Items]
Proceeds from borrowings on revolving credit facilities		$ 0	$ 11,000
Unamortized debt issuance costs		5,100		$ 6,120
Senior Secured Credit Facility | Line of Credit
Debt Instrument [Line Items]
Debt term					5 years
Senior secured revolving credit facility					$ 275,000
Discount amount		3,100		3,700	4,200
Debt issuance costs, before amortization					3,500
Unamortized debt issuance costs		$ 2,000		2,400
Senior Secured Credit Facility | Line of Credit | Subsequent Event
Debt Instrument [Line Items]
Proceeds from borrowings on revolving credit facilities	$ 5,000
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%
Senior Secured Credit Facility | Line of Credit | Secured Debt | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate		5%
Senior Secured Credit Facility | Line of Credit | Secured Debt | Base Rate
Debt Instrument [Line Items]
Variable rate		4%
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		7.25%
Unamortized debt issuance costs		$ 600		$ 800
Senior Secured Credit Facility | Line of Credit | Revolving credit facility | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate		4.25%
Alternate base rate		1%
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	Sep. 30, 2022 USD ($)
Debt Disclosure [Abstract]
2022	$ 563
2023	2,250
2024	2,250
2025	2,250
2026	214,875
Total debt	$ 222,188

ACQUISITIONS - Additional Infor

ACQUISITIONS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands

2 Months Ended

3 Months Ended

9 Months Ended

Jul. 01, 2022

May 10, 2022

Apr. 01, 2022

Apr. 01, 2021

Feb. 01, 2021

Jun. 30, 2022

Sep. 30, 2022

Mar. 31, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2021

Business Acquisition [Line Items]

Payments to acquire business

$ 2,579

$ 24,830

Issuance of equity for Aimtell/Aramis//PushPros, and Crisp Results

10,000

35,000

Change in fair value of contingent consideration liabilities

$ (3)

$ (3,085)

2,533

$ (2,525)

Contingent consideration payable - non-current

31

$ 31

$ 1,069

Maximum | Brand

Business Acquisition [Line Items]

Expected useful life

7 years

Maximum | Customer relationships

Business Acquisition [Line Items]

Expected useful life

6 years

Maximum | Technology

Business Acquisition [Line Items]

Expected useful life

5 years

Maximum | Non-competition agreements

Business Acquisition [Line Items]

Expected useful life

3 years

Traverse

Business Acquisition [Line Items]

Consideration transferred

$ 2,500

Contingent consideration liability

$ 428

438

$ 438

Milestone period for contingent consideration

15 months

Change in fair value of contingent consideration liabilities

$ 10

Expected useful life

5 years

Goodwill, measurement period adjustment

$ (162)

Traverse | Brand

Business Acquisition [Line Items]

Expected useful life

3 years

Traverse | Customer relationships

Business Acquisition [Line Items]

Expected useful life

5 years

Traverse | Technology

Business Acquisition [Line Items]

Expected useful life

5 years

Traverse | Non-competition agreements

Business Acquisition [Line Items]

Expected useful life

1 year

Traverse | Maximum

Business Acquisition [Line Items]

Contingent consideration liability

$ 500

Crisp Results

Business Acquisition [Line Items]

Consideration transferred

$ 40,000

Contingent consideration liability

5,200

Payments to acquire business

$ 20,000

Equity issued to acquiree (in shares)

1,600,000

Issuance of equity for Aimtell/Aramis//PushPros, and Crisp Results

$ 20,000

Contingent consideration

$ 10,000

Deferred payment

$ 5,000

Deferred payment period

18 months

Change in fair value of contingent consideration liabilities

$ 2,600

$ 200

Deferred payment period

20 days

Deferred acquisition consideration payable

$ 4,600

$ 5,000

$ 5,000

Expected useful life

5 years 7 months 6 days

Crisp Results | Class A Common Stock

Business Acquisition [Line Items]

Shares issued in connection with acquisition (in shares)

2,990,000

Sale of stock price per unit (usd per share)

$ 3.3455

Crisp Results | Brand

Business Acquisition [Line Items]

Expected useful life

7 years

Crisp Results | Customer relationships

Business Acquisition [Line Items]

Expected useful life

6 years

Crisp Results | Maximum | Brand

Business Acquisition [Line Items]

Expected useful life

7 years

Crisp Results | Maximum | Customer relationships

Business Acquisition [Line Items]

Expected useful life

6 years

AAP

Business Acquisition [Line Items]

Consideration transferred

$ 20,000

Contingent consideration liability

2,100

Payments to acquire business

$ 5,000

Equity issued to acquiree (in shares)

1,290,000

Issuance of equity for Aimtell/Aramis//PushPros, and Crisp Results

$ 15,000

Change in fair value of contingent consideration liabilities

$ 1,000

Expected useful life

4 years

Contingent consideration payable - non-current

$ 15,000

Earnout period

3 years

Goodwill, measurement period adjustment

$ 100

AAP | Brand

Business Acquisition [Line Items]

Expected useful life

2 years 1 month 6 days

AAP | Customer relationships

Business Acquisition [Line Items]

Expected useful life

4 years 1 month 6 days

AAP | Technology

Business Acquisition [Line Items]

Expected useful life

4 years

AAP | Non-competition agreements

Business Acquisition [Line Items]

Expected useful life

3 years

ACQUISITIONS - Changes in Fair

ACQUISITIONS - Changes in Fair Value (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		9 Months Ended
	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	May 10, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 77,219		$ 77,219			$ 76,558
Change in fair value of contingent consideration liabilities		(3)	$ (3,085)	2,533	$ (2,525)
Traverse
Business Acquisition [Line Items]
Goodwill		282		282		$ 444
Goodwill, measurement period adjustment	$ (162)
Contingent consideration liability		438		438		428
Change in fair value of contingent consideration liabilities	10
Working capital accounts		284		284		(49)
Fair Value Mark-to-Market changes, Working capital accounts	333
Traverse | Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		2,490		2,490		2,500
Fair Value Mark-to-Market changes, Finite-lived intangible assets acquired	(10)
Traverse | Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		50		50		50
Fair Value Mark-to-Market changes, Finite-lived intangible assets acquired	0
Traverse | Brand
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		59		59		59
Fair Value Mark-to-Market changes, Finite-lived intangible assets acquired	0
Traverse | Non-competition agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 0		$ 0		$ 3
Fair Value Mark-to-Market changes, Finite-lived intangible assets acquired	$ (3)

ACQUISITIONS - Net Assets And L

ACQUISITIONS - Net Assets And Liabilities Acquired (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	May 10, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 77,219		$ 76,558
Minimum
Business Acquisition [Line Items]
Expected useful life of acquired property, plant and equipment	3 years
Maximum
Business Acquisition [Line Items]
Expected useful life of acquired property, plant and equipment	5 years
Technology | Minimum
Business Acquisition [Line Items]
Expected Useful Life	4 years
Technology | Maximum
Business Acquisition [Line Items]
Expected Useful Life	5 years
Customer relationships | Minimum
Business Acquisition [Line Items]
Expected Useful Life	4 years
Customer relationships | Maximum
Business Acquisition [Line Items]
Expected Useful Life	6 years
Brand | Minimum
Business Acquisition [Line Items]
Expected Useful Life	1 year
Brand | Maximum
Business Acquisition [Line Items]
Expected Useful Life	7 years
Non-competition agreements | Minimum
Business Acquisition [Line Items]
Expected Useful Life	1 year
Non-competition agreements | Maximum
Business Acquisition [Line Items]
Expected Useful Life	3 years
AAP
Business Acquisition [Line Items]
Expected Useful Life	4 years
Cash			0
Goodwill			9,761
Accounts receivable, net			3,100
Property and equipment			250
Accounts payable			(2,887)
Other assets acquired and liabilities assumed, net			740
Net assets and liabilities acquired			22,845
AAP | Technology
Business Acquisition [Line Items]
Expected Useful Life	4 years
Finite-lived intangible assets acquired			3,900
AAP | Customer relationships
Business Acquisition [Line Items]
Expected Useful Life	4 years 1 month 6 days
Finite-lived intangible assets acquired			7,690
AAP | Brand
Business Acquisition [Line Items]
Expected Useful Life	2 years 1 month 6 days
Finite-lived intangible assets acquired			208
AAP | Non-competition agreements
Business Acquisition [Line Items]
Expected Useful Life	3 years
Finite-lived intangible assets acquired			83
Crisp Results
Business Acquisition [Line Items]
Cash			0
Goodwill			21,894
Accounts receivable, net			2,610
Property and equipment			220
Accounts payable			(1,593)
Other assets acquired and liabilities assumed, net			1
Net assets and liabilities acquired			50,132
Crisp Results | Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			0
Crisp Results | Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			19,600
Crisp Results | Brand
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			7,400
Crisp Results | Non-competition agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			$ 0
Traverse
Business Acquisition [Line Items]
Expected Useful Life	5 years
Cash	$ 232
Goodwill	282	$ 444
Accounts receivable, net	276
Property and equipment	0
Accounts payable	(232)
Other assets acquired and liabilities assumed, net	7
Net assets and liabilities acquired	$ 3,164
Traverse | Technology
Business Acquisition [Line Items]
Expected Useful Life	5 years
Finite-lived intangible assets acquired	$ 2,490	2,500
Traverse | Customer relationships
Business Acquisition [Line Items]
Expected Useful Life	5 years
Finite-lived intangible assets acquired	$ 50	50
Traverse | Brand
Business Acquisition [Line Items]
Expected Useful Life	3 years
Finite-lived intangible assets acquired	$ 59	59
Traverse | Non-competition agreements
Business Acquisition [Line Items]
Expected Useful Life	1 year
Finite-lived intangible assets acquired	$ 0	$ 3

ACQUISITIONS - Net Revenue and

ACQUISITIONS - Net Revenue and Net Income (Loss) Attributable to DMS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Traverse
Business Acquisition [Line Items]
Net revenue	$ 709		$ 1,069
Net income (loss) from operations	$ 229		$ 299
Aimtell, PushPros and Aramis
Business Acquisition [Line Items]
Net revenue		$ 5,976		$ 16,051
Net income (loss) from operations		94		(526)
Crisp Results
Business Acquisition [Line Items]
Net revenue		6,407		13,374
Net income (loss) from operations		$ 734		$ 579

ACQUISITIONS - Pro Forma Inform

ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Net revenue	$ 108,063	$ 291,371	$ 321,947
Net income from operations	3,167	(17,492)	13,280
DMS
Business Acquisition [Line Items]
Net revenue	107,399	290,372	309,281
Net income from operations	3,129	(17,075)	10,556
Traverse
Business Acquisition [Line Items]
Net revenue	664	999	1,917
Net income from operations	38	$ (417)	(29)
AAP
Business Acquisition [Line Items]
Net revenue	0		2,465
Net income from operations	0		457
Crisp Results
Business Acquisition [Line Items]
Net revenue	0		8,284
Net income from operations	$ 0		$ 2,296

RESTRUCTURING COSTS - Additiona

RESTRUCTURING COSTS - Additional Information (Details) $ in Millions	Sep. 30, 2022 ft² rental	Dec. 31, 2020 USD ($)
Restructuring and Related Activities [Abstract]
Decrease in cash for rent expense | $		$ 1.9
Number of properties under lease termination agreement | rental	4
Number of properties under lease termination agreement, rental area | ft²	55,798

RESTRUCTURING COSTS - Restructu

RESTRUCTURING COSTS - Restructuring Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Restructuring Reserve [Roll Forward]
Beginning balance	$ 2,498	$ 2,957	$ 2,516	$ 3,653
Valuation adjustments	(73)	(300)	397	(219)
Lease payments	(242)	(333)	(826)	(1,203)
Lease accretion	68	45	164	138
Ending balance	2,251	2,369	2,251	2,369
Accrued Liabilities
Restructuring Reserve [Roll Forward]
Lease reserve	830	1,200	830	1,200
Other Noncurrent Liabilities
Restructuring Reserve [Roll Forward]
Lease reserve	$ 1,421	$ 1,169	$ 1,421	$ 1,169

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details) shares in Millions	Sep. 30, 2022 shares
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)	Sep. 30, 2022 $ / shares yr
Private Placement Warrants Fair Value Per Share
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.37
Stock price - DMS Inc. Class A Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	1.92
Remaining contractual term in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs | yr	2.79
Estimated volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.900
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	0.0420

FAIR VALUE MEASUREMENTS - Conti

FAIR VALUE MEASUREMENTS - Contingent Consideration Assumptions (Details)	Sep. 30, 2022 d
Aimtell / PushPros | Revenue Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.25
Aimtell / PushPros | Iteration (actual)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	100,000
Aimtell / PushPros | Risk adjustment discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.1025
Aimtell / PushPros | Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.1275
Aimtell / PushPros | Days gap from period end to payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	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	0.1275
Aramis | Days gap from period end to payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	90
Aramis | CYE2022 Earnout Successful Probability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.990
Traverse | Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.1275
Traverse | Days gap from period end to payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	90
Traverse | CYE2023 Earnout Successful Probability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.950

FAIR VALUE MEASUREMENTS - Liabi

FAIR VALUE MEASUREMENTS - Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	$ 1,480	$ 3,960
Contingent consideration payable - current	1,371	7,370
Contingent consideration payable - non-current	31	$ 1,069
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	2,882
Fair Value, Recurring | Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	933
Fair Value, Recurring | Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	438
Fair Value, Recurring | Aimtell / PushPros
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	31
Fair Value, Recurring | Private Placement Warrant liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	1,480
Fair Value, Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0
Fair Value, Recurring | Level 1 | Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0
Fair Value, Recurring | Level 1 | Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0
Fair Value, Recurring | Level 1 | Aimtell / PushPros
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	0
Fair Value, Recurring | Level 1 | Private Placement Warrant liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	0
Fair Value, Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0
Fair Value, Recurring | Level 2 | Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0
Fair Value, Recurring | Level 2 | Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0
Fair Value, Recurring | Level 2 | Aimtell / PushPros
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	0
Fair Value, Recurring | Level 2 | Private Placement Warrant liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	0
Fair Value, Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	2,882
Fair Value, Recurring | Level 3 | Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	933
Fair Value, Recurring | Level 3 | Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	438
Fair Value, Recurring | Level 3 | Aimtell / PushPros
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current	31
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	$ 1,480

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 11,403	$ 8,439
Additions	2	430
Changes in fair value	(3)	2,533
Settlements	(10,000)	(10,000)
Ending balance	1,402	1,402
Private Placement Warrant liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	480	3,960
Additions	0	0
Changes in fair value	1,000	(2,480)
Settlements	0	0
Ending balance	$ 1,480	$ 1,480

EMPLOYEE AND DIRECTOR INCENTI_2

EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Additional Information (Details) - USD ($) $ in Millions				9 Months Ended
	Aug. 04, 2022	Jul. 01, 2022	Apr. 12, 2022	Sep. 30, 2022	Sep. 30, 2021	Jul. 15, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense				$ 5.3	$ 4
2020 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Capital shares reserved for future issuance (in shares)						11,600,000
Continuous service period		4 years
2020 Omnibus Incentive Plan | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights rate per year				25%
2020 Omnibus Incentive Plan | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights rate per year				25%
2020 Omnibus Incentive Plan | Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights rate per year				25%
2020 Omnibus Incentive Plan | Share-Based Payment Arrangement, Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights rate per year				25%
2020 Omnibus Incentive Plan | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	52,545	326,000	762,000
2020 Omnibus Incentive Plan | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)		163,000	381,406
2020 Omnibus Incentive Plan | Time-Based Vesting Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)		163,000	381,406

INCOME TAXES - Additional Infor

INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Income Tax Examination [Line Items]
Income tax expense	$ 463	$ 379	$ 819	$ 1,527
Effective tax rate	(4.80%)	6.60%	(3.10%)	13.10%
Amount required to be paid to sellers	85%		85%
Refund of preclosing taxes to be paid to Sellers	100%		100%
Refund of preclosing taxes to be paid to Sellers, period after closing			2 years
Current tax receivable agreement	$ 1,190		$ 1,190		$ 1,310
DMSH | DMSH
Income Tax Examination [Line Items]
Equity method investment, ownership percentage	60.80%		60.80%

EARNINGS PER SHARE - Reconcilia

EARNINGS PER SHARE - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net (loss) income	$ (10,121)	$ 5,394	$ (27,365)	$ 10,121
Net (loss) income attributable to non-controlling interest	(4,010)	1,858	(10,765)	4,217
Net (loss) income attributable to Digital Media Solutions, Inc. - basic	(6,111)	3,536	(16,600)	5,904
Add: Income effects of Class B convertible common stock	(4,010)	1,858	0	4,217
Net (loss) income attributable to Digital Media Solutions, Inc. - diluted	$ (10,121)	$ 5,394	$ (16,600)	$ 10,121
Denominator:
Weighted-average shares outstanding - basic (in shares)	39,961	36,511	37,644	35,050
Add: dilutive effects of Class B convertible common stock (in shares)	25,699	25,853	0	25,853
Add: dilutive effects of employee equity awards (in shares)	0	267	0	515
Add: dilutive effects of deferred consideration (in shares)	0	690	0	402
Weighted-average shares outstanding - diluted (in shares)	65,660	63,321	37,644	61,988
Net earnings (loss) per common share:
Basic (usd per share)	$ (0.15)	$ 0.10	$ (0.44)	$ 0.17
Diluted (usd per share)	$ (0.15)	$ 0.09	$ (0.44)	$ 0.16
Public Warrant
Denominator:
Add: dilutive effects of warrants (in shares)	0	0	0	168

EARNINGS PER SHARE - Additional

EARNINGS PER SHARE - Additional Information (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Private Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	4	4	4
Public Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	10	10	10
Stock Options
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	1.7	1.9	1.7	1.9
Restricted Stock Units (RSUs)
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	1		1
Performance Shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	0.3		0.3
Class B Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	5		5