Digital Media Solutions (DMSLQ) 10-K 31 Mar 23 2022 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Mar. 29, 2023	Jun. 30, 2022
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 8.2
Documents Incorporated by Reference	None
Entity Central Index Key	0001725134
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
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		39,957,187
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		28,443,522

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Auditor Information [Abstract]
Auditor Name	Grant Thornton LLP	Ernst & Young LLP
Auditor Location	Tampa, Florida
Auditor Firm ID	248	42

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 48,839	$ 26,394
Accounts receivable, net of allowances of $4,656 and $4,930, respectively	48,109	51,578
Prepaid and other current assets	3,296	3,698
Income tax receivable	1,626	2,078
Total current assets	101,870	83,748
Property and equipment, net	17,702	19,168
Operating lease right-of-use assets, net	2,187	0
Goodwill	77,238	76,558
Intangible assets, net	27,519	66,228
Other assets	765	889
Total assets	227,281	246,591
Current liabilities:
Accounts payable	39,908	42,073
Accrued expenses and other current liabilities	7,101	9,473
Current portion of long-term debt	2,250	2,250
Income taxes payable	(340)	103
Tax Receivable Agreement liability	164	1,310
Operating lease liabilities - current	2,175	0
Contingent consideration payable - current	1,453	7,370
Deferred acquisitions consideration payable - current	0	4,785
Total current liabilities	52,711	67,364
Long-term debt	254,573	215,505
Deferred tax liabilities	1,112	4,786
Operating lease liabilities - non-current	2,232	0
Private Placement Warrant liabilities	600	3,960
Contingent consideration payable - non-current	0	1,069
Other non-current liabilities	0	1,725
Total liabilities	311,228	294,409
Stockholders' deficit:
Preferred stock, $0.0001 par value, 100,000 shares authorized; none issued and outstanding at December 31, 2022	0	0
Additional paid-in capital	(14,054)	(25,239)
Treasury stock, at cost, 138 and 0 shares, respectively	(181)	0
Cumulative deficit	(32,896)	(944)
Total stockholders' deficit	(47,124)	(26,177)
Non-controlling interest	(36,823)	(21,641)
Total stockholders' deficit	(83,947)	(47,818)
Total liabilities and stockholders' deficit	227,281	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 (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Allowance for credit loss	$ 4,656	$ 4,930
Preferred stock par value (usd per share)	$ 0.0001
Preferred stock, authorized (in shares)	100,000,000
Preferred stock issued (in shares)	0	0
Preferred stock outstanding (in shares)	0
Common stock par value (usd per share)	$ 0.0001
Common stock authorized (in shares)	600,000,000
Common stock outstanding (in shares)	25,699,000
Treasury stock (in shares)	138,000	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)	39,957,000
Common stock outstanding (in shares)	39,956,708	36,225,611
Class B Common Stock
Common stock par value (usd per share)	$ 0.0001
Common stock authorized (in shares)	60,000,000
Common stock issued (in shares)	25,699,000
Common stock outstanding (in shares)	25,699,464	25,699,464
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 - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Net revenue	$ 391,148	$ 427,935
Cost of revenue (exclusive of depreciation and amortization)	287,820	303,025
Salaries and related costs	49,872	48,014
General and administrative expenses	41,878	40,040
Depreciation and amortization	28,242	25,401
Impairment of intangible assets	21,570	0
Acquisition costs	1,650	1,967
Change in fair value of contingent consideration liabilities	2,583	1,106
(Loss) income from operations	(42,467)	8,382
Interest expense	17,366	14,166
Change in fair value of warrant liabilities	(3,360)	(18,115)
Change in Tax Receivable Agreement liability	125	(15,289)
Loss on debt extinguishment	0	2,108
Loss on disposal of assets	7	8
Net (loss) income before income taxes	(56,605)	25,504
Income tax (benefit) expense	(4,105)	19,311
Net (loss) income	(52,500)	6,193
Net (loss) income attributable to non-controlling interest	(20,548)	3,991
Net (loss) income attributable to Digital Media Solutions, Inc.	$ (31,952)	$ 2,202
Weighted-average shares outstanding - basic (in shares)	38,252	35,249
Weighted-average shares outstanding - diluted (in shares)	38,279	35,764
(Loss) earnings per share attributable to Digital Media Solutions, Inc.:
Basic (usd per share)	$ (0.84)	$ 0.06
Diluted (usd per share)	$ (0.84)	$ 0.06

Consolidated Statements of Chan

Consolidated Statements of Changes in Deficit - USD ($) $ in Thousands		Total	Aimtell, PushPros and Aramis	Crisp Results	Prism Data	Smarter Chaos		Class A Common Stock	Class B 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 Smarter Chaos	[1]	Common Stock	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 Smarter Chaos		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 Smarter Chaos	[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																	32,393,000						25,999,000
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		6,193								2,202																						2,202	3,991
Shares issued in connection with acquisition (in shares)																		1,293,000	1,595,000
Shares issued in connection with acquisition			$ 14,889	$ 19,823							$ 8,688	$ 11,567														$ 8,688	$ 11,567							$ 6,201	$ 8,256
Exercise of warrants to issue Class A Common Stock (in shares)																	1,000
Exercise of warrants to issue Class A Common Stock		17								17															17
Stock issued during period, conversion of convertible securities (in shares)																				(300,000)	(154,000)	[1]		(300,000)
Stock issued during period, conversion of convertible securities					$ 192	$ 392	[1]						$ 192	$ 392														$ 192	$ 392
Directors and employee vested units issued (in shares)																490,000
Stock-based compensation		6,840								6,840															6,840
Distributions to non-controlling interest holders	[2]	(198)																															(198)
Correction of Business Combination Tax Receivable Agreement		(322)								(322)															(322)
Impact of transactions affecting non-controlling interest	[3]	0								(4,707)															(4,707)								4,707
Other	[4]	41								121															121								(80)
Ending balance (in shares) at Dec. 31, 2021								36,225,611	25,699,464								36,226,000						25,699,000
Ending 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		(52,500)								(31,952)																						(31,952)	(20,548)
Shares issued in connection with acquisition (in shares)																			2,989,000
Shares issued in connection with acquisition				$ 10,000		$ 0	[5]					$ 10,000							$ 1								$ 9,999
Stock issued during period, conversion of convertible securities (in shares)	[5]																				(153,000)
Shares issued under the 2020 Omnibus Incentive Plan (in shares)																	726,000
Shares issued under the 2020 Omnibus Incentive Plan		0
Stock-based compensation		7,125								7,125															7,125
Distributions to non-controlling interest holders	[6]	(573)																															(573)
Treasury shares purchased under the 2020 Omnibus Incentive Plan (in shares)																	(137,000)
Treasury stock purchased under the 2020 Omnibus Incentive Plan		(181)								(181)																					(181)
Impact of transactions affecting non-controlling interest	[7]	$ 0								(5,939)															(5,939)								5,939
Ending balance (in shares) at Dec. 31, 2022		25,699,000						39,956,708	25,699,464
Ending balance (in shares) (Change In Percent Calculation) at Dec. 31, 2022																	39,957,000						25,699,000
Ending balance at Dec. 31, 2022		$ (83,947)
Ending balance (Change In Percent Calculation) at Dec. 31, 2022		$ (83,947)								$ (47,124)							$ 4						$ 3		$ (14,054)						$ (181)	$ (32,896)	$ (36,823)
[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]Represents tax distribution to former owners of Prism, Clairvest and the Sellers of SmarterChaos.[3]The carrying amount of non-controlling interest was adjusted primarily 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.[4]Includes costs associated with the issuance of equity shares, other distribution costs, and other tax adjustments associated with the Tax Receivable Agreement.[5]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.[6]Represents tax distributions to shareholders Prism, Clairvest and the Sellers of SmarterChaos. As of December 31, 2022, $10 thousand of these distributions have not been paid.[7]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.

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Deficit (Parenthetical) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) shares
Unpaid distributions | $	$ 10
Common Stock | Smarter Chaos | Class A Common Stock
Stock issued during period, conversion of convertible securities (in shares) | shares	153	[1]
[1]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.

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net (loss) income	$ (52,500)	$ 6,193
Adjustments to reconcile net income to net cash from operating activities
Provision for bad debt	1,761	4,798
Depreciation and amortization	28,242	25,401
Amortization of right-of-use assets	937	0
Loss on disposal of assets	7	8
Impairment of intangible assets	21,570	0
Lease restructuring charges	438	542
Loss on debt extinguishment	0	2,108
Stock-based compensation, net of amounts capitalized	6,656	6,393
Amortization of debt issuance costs	1,490	1,379
Deferred income tax (benefit) provision, net	(4,108)	16,459
Change in fair value of contingent consideration	2,583	1,106
Change in fair value of warrant liability	(3,360)	(18,115)
Change in Tax Receivable Agreement liability	(1,146)	(16,402)
Change in income tax receivable and payable	9	(727)
Change in accounts receivable	1,984	(8,369)
Change in prepaid expenses and other current assets	416	(419)
Change in accounts payable and accrued expenses	(3,055)	(612)
Change in operating lease liabilities	(2,102)	0
Change in other liabilities	(137)	(956)
Net cash (used in) provided by operating activities	(315)	18,787
Cash flows from investing activities
Additions to property and equipment	(6,744)	(9,114)
Acquisition of businesses, net of cash acquired	(2,502)	(25,129)
Net cash used in investing activities	(9,246)	(34,243)
Cash flows from financing activities
Proceeds from borrowings on revolving credit facilities	40,000	11,000
Proceeds from issuance of long-term debt	0	220,840
Payments of long-term debt and notes payable	(2,250)	(200,977)
Payments of borrowings on revolving credit facilities	0	(15,000)
Payment of debt issuance costs	0	(3,565)
Tax withholding on share based awards	0	(994)
Payment of equity issuance	0	(493)
Payment of early termination	0	(188)
Proceeds from warrants exercised	0	11
Purchase of treasury stock related to stock-based compensation	(181)	0
Distributions to non-controlling interest holders	(563)	(196)
Payment of deferred consideration payable	(5,000)	0
Other	0	15
Net cash provided by financing activities	32,006	10,453
Net change in cash and cash equivalents	22,445	(5,003)
Cash and cash equivalents, beginning of period	26,394	31,397
Cash and cash equivalents, end of period	48,839	26,394
Supplemental Disclosure of Cash Flow Information
Interest	15,574	12,926
Income taxes	1,214	4,442
Non-Cash Transactions:
Contingent and deferred acquisition consideration	3,014	11,903
Stock-based compensation capitalized in property and equipment	469	447
Capital expenditures included in accounts payable	151	410
Issuance of equity for AAP and Crisp Results	$ 10,000	$ 35,000

Business, Basis of Presentation

Business, Basis of Presentation and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business, Basis of Presentation and Summary of Significant Accounting Policies	Business, Basis of Presentation and Summary of Significant Accounting Policies Business Digital Media Solutions, Inc. (“DMS Inc.”) is a digital performance marketing company offering a diversified lead and software delivery platform that drives high value and high intent leads to its customers. As used in this Annual Report, the “Company” refers to DMS Inc. and its consolidated subsidiaries, (including its wholly-owned subsidiary, CEP V DMS US Blocker Company, a Delaware corporation (“Blocker”)). The Company is headquartered in Clearwater, Florida. The Company primarily operates and derives most of its revenues in the United States. Leo Holdings Corp. (“Leo”), a special purpose acquisition company, was incorporated on November 29, 2017 as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses. On July 15, 2020, Leo consummated a transaction structured similar to a reverse recapitalization (the “Business Combination”) and domesticated as a corporation incorporated in the state of Delaware. At the closing of the Business Combination (the “Closing”), Leo acquired the equity in Blocker and a portion of the equity of Digital Media Solutions Holding, LLC (“DMSH”), Blocker became the sole managing member of DMSH, and Leo was renamed Digital Media Solutions, Inc. As the Business Combination was structured as a reverse recapitalization, the historical operations of DMSH are deemed to be those of the Company. Thus, the financial statements included in this Annual Report reflect (i) the historical operating results of DMSH prior to the Business Combination; (ii) the combined results of the Company following the Business Combination; (iii) the assets and liabilities of Leo at historical cost; and (iv) the Company’s equity and (loss) earnings per share for all periods presented. Refer to Note 2. Business Combination for additional discussion related to the transaction. The Company operates as a performance marketing engine for companies across numerous industries, including consumer finance (mortgage), education (split between non-profit and for-profit), automotive (aftermarket auto warranty, auto insurance), insurance (health, homeowners), home services (home security), brand performance (consumer products), gig, health and wellness, and career (job pursuit). Through its agency business, DMS provides access and control over the advertising spend of clients, and also offers marketing automation software as a service (SaaS) to clients. The Company has organized its operations into three reportable segments. The Brand Direct reportable segment consists of services delivered against an advertiser’s brand, while the Marketplace reportable segment is made up of services delivered directly against the DMS brand. In the Technology Solutions reportable segment, services offered by DMS include SaaS and digital media services that are managed on behalf of the customer (i.e., managed services). Correction of Tax Receivable Agreement liability as of Business Combination date Through the completion of the 2020 tax return during the third quarter of 2021, we identified an error recorded upon the Business Combination that resulted in a decrease in the Deferred tax assets (“DTAs”) of $2.1 million, a decrease in the Tax Receivable Agreement liability of $1.8 million and a decrease in Additional paid-in capital of $0.3 million, as compared to the amounts recorded in the consolidated balance sheets as of December 31, 2020. As the effect of the correction to these accounts was not material to the prior period financial statements, we elected to correct the balance in the 2021 year, with the offset to Additional paid-in capital , which was consistent with the method to record the DTAs and Tax Receivable Agreement liability on the date of the Business Combination. There was no impact to continuing operations, net income, or related per-share amounts for the year ended December 31, 2021. The correction had no impact to the consolidated financial statements for the year ended December 31, 2022. Basis of presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the SEC. Principles of consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 60.9% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination ) retained approximately 39.1% of the membership interest in DMSH (“non-controlling interests”). The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity, refer to Note 11. Equity. Reclassification Certain amounts in prior period related to the classification of telecommunication costs for our call center have been reclassified from General and administrative expenses to Cost of revenue (exclusive of depreciation and amortization) to conform to the current period presentation in the consolidated statements of operations and the respective accompanying notes. These reclassifications had no impact on Net (loss) income and on (Loss) earnings per share for the years ended December 31, 2022 and 2021, respectively. These reclassifications had no impact on the consolidated balance sheets and the consolidated statements of cash flows. 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, intangible asset impairments, and deferred taxes and amounts associated with the Tax Receivable Agreement. Revenue recognition The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606, Revenue from Contracts with Customers : (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers and strategic partners that we engage with to generate targeted marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. Other than certain of its managed services arrangements, the Company is the principal in the transaction. For the transactions where the Company is the principal, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. Customer acquisition The Company’s performance obligation for Customer acquisition contracts is to deliver an unspecified number of potential customers or leads (i.e., number of clicks, emails, calls and applications) to the customer in real-time, on a daily basis as the leads are generated, based on predefined qualifying characteristics specified by our customer. The contracts generally have a one-month term and the Company has an enforceable right to payment for all leads delivered to the customer. The Company’s customers simultaneously receive and consume the benefits provided, as the Company satisfies its performance obligations. The Company recognizes revenue as the performance obligations are satisfied over time. When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized and the corresponding amounts are recorded as unbilled revenue (i.e., contract assets) within Accounts receivable, net on the consolidated balance sheets. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. A significant portion of the unbilled estimated revenue balance is finalized and invoiced to customers within sixty days following the period of service. Any remaining estimates are finalized and invoiced as billing totals are reconciled with the customer. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. Managed services The Company’s performance obligation for Managed service contracts is to provide continuous service of managing the customer’s media spend for the purpose of generating leads through a third-party supplier of leads, as requested by our customer. Each month of service is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligation is satisfied each month and there is no estimation of revenue required at each reporting period for managed services contracts. The Company enters into agreements with internet search companies, third-party publishers and/or strategic partners to generate customer acquisition services for their Managed service customers. The Company receives a fee from its customers and separately pays a fee to the internet search companies, third-party publishers and/or strategic partners. The third-party supplier is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer. Therefore, in certain cases, the Company acts as the agent and the net fees earned by the Company are recorded as revenue, with no associated costs of revenue attributable to the Company. Software services The Company’s performance obligation for Software services contracts is to provide the customer with continuous, daily access to the Company’s proprietary software. Service provided each month is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligations are satisfied each month and there is no estimation of revenue required at each reporting period for Software services contracts. Cost of revenue Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition. These media costs are used primarily to drive user traffic to the Company’s and its clients’ media properties. Cost of revenue additionally consists of indirect costs such as data verification, hosting and fulfillment costs. Cost of revenue is presented exclusive of Depreciation and amortization expenses, as well as Salaries and related costs. Cash and cash equivalents The Company considers highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of the purchase to be cash equivalents. The Company’s cash is primarily held as cash deposits with no cash restrictions at retail and commercial banks. Accounts receivable, net Accounts receivables are recorded net of the allowance for doubtful accounts. Management determines the allowance for doubtful accounts based on factors including past write-offs, delinquency trends and current credit conditions. Accounts are written off when management determines that collection is unlikely. As of December 31, 2022 and 2021, the allowance for doubtful accounts was $4.7 million and $4.9 million, respectively. For the years ended December 31, 2022 and 2021 bad debt expense was $1.8 million and $4.8 million, respectively. Property and equipment, net Property and equipment are recorded at cost, net of accumulated Depreciation and amortization. Property and equipment consist of computer and office equipment, furniture and fixtures and leasehold improvements, which are depreciated on a straight-line basis over the estimated useful lives of the assets. Costs for websites and internal-use software are capitalized as Property and Equipment, net on the Consolidated Balance Sheets during the application stages. Any initial research and development costs incurred during the preliminary project stage or costs incurred for data conversion activities, training, maintenance, general and administrative or overhead costs are expensed as incurred. Qualified costs incurred during the operating stage of our websites and software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality, while costs that cannot be separated between maintenance of, and minor upgrades and enhancements to, websites and internal‑use software are expensed as incurred. Capitalized software development costs are amortized on a straight line basis over the estimated useful life or 3 years, whichever is shorter. Website and s oftware development costs that do not qualify for capitalization are expensed as incurred - through salaries and related costs for employees time or through cost of goods sold for third-party maintenance efforts, which are recorded in Salaries and related costs or in General and administrative expenses, respectively, within the consolidated statements of operations. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including estimated economic life. Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment and intangible assets, for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. If such events or circumstances are present, a loss is recognized to the extent the carrying value of the asset is in excess of estimated fair value. Lease accounting The Company classifies its lease arrangements at inception as either operating leases or finance leases. A lease is classified as a finance lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for finance lease classification is met. We determine if an arrangement is a lease at inception of the contract. Our right of use assets represents our right to use the underlying assets for the lease term and our lease liabilities represent our obligation to make lease payments arising from the leases. Right of use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company's lease arrangements consist of real estate operating leases for office space which generally contain an initial term of five ASC 842, Lease Accounting (“ASC 842”). Our right-of-use assets associated with operating leases are included in Operating lease right-of-use assets, net on the Company's consolidated balance sheets. Current and long-term portions of lease liabilities related to operating leases are included in Operating lease liabilities - current and Operating lease liabilities - non-current on the Company's consolidated balance sheets. As of December 31, 2022, the Company has six leased properties, representing 87,030 square feet of office space located in the United States. In assessing our real estate operating leases and determining the lease liability, we were not able to readily determine the discount rate implicit in the lease arrangements, and thus used the lease commencement date and determined the incremental borrowing rate range between 3.40% and 4.23% for the leases on a collateralized basis to calculate the present value of the lease payments. Our operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of the remaining lease payments at the discount rate. Certain adjustments to the right-of-use asset may be required for items such as incentives received, initial direct cost, and prepaid lease payments. The Company's right-of-use assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs less any lease incentives received. Additionally, certain amounts related to our lease arrangements that were previously reported as part of our lease abandonment reserve have been reflected as impairment reducing the Operating lease right-of-use assets, net on the company’s consolidated balance sheets. The Company has no finance leases . Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. Certain of the Company's lease agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses. If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense over the contract's estimated lease term, including any renewal option periods that the Company may deem reasonably certain to be exercised. The majority of the Company's lease agreements have certain termination rights that provide for cancellation after a notice period and multiple renewal options at the Company's option. The Company includes renewal option periods in its calculation of the estimated lease term when it determines that the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. Although certain renewal periods are included in the estimated lease term, the Company would have the ability to terminate or elect to not renew a particular lease if business conditions warrant such a decision. For additional information on leases, see Note 9. Leases . Goodwill and intangible assets We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of net assets acquired and the related Goodwill and Intangible assets. 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 flows, discount rates, asset lives and market multiples. We review Goodwill as of December 31 each year and whenever events or significant changes in circumstances indicate that the carrying value may not be recoverable. We evaluate the recoverability of Goodwill at the reporting unit level. For the year ended December 31, 2022, the result of our annual impairment test indicated that there were no Goodwill impairment indicators, as the carrying value of the reporting units exceeded their fair value. The fair value of each reporting unit for 2022 was estimated using a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data. The Company’s estimates of fair value are based upon projected cash flows, weighted average cost of capital and other inputs which are uncertain and involve significant judgments by management. We review Intangible assets with finite lives subject to amortization whenever events or circumstances indicate that a carrying amount of an asset may not be recoverable. We evaluate the recoverability of Intangible assets at the asset group level. Recoverability of these assets is determined by comparing the carrying value of these assets to the estimated undiscounted future cash flows expected to be generated by these asset groups. These asset groups are impaired when their carrying value exceeds their fair value. Impaired Intangible assets with finite lives subject to amortization are written down to their fair value with a charge to expense in the period the impairment is identified. Intangible assets with finite lives are amortized on a straight-line basis with estimated useful lives generally between one and nine years. Events or circumstances that might require impairment testing include the loss of a significant client, the identification of other impaired assets within a reporting unit, loss of key personnel, the disposition of a significant portion of a reporting unit, significant decline in stock price or a significant adverse change in business climate or regulations. The Company determined that the recent economic downturn and inflation, along with the Company’s revenue reduction and decreased stock market price were indicators of impairment under ASC 360-10, Impairment and Disposal of Long-Lived Assets for certain asset groups during 2022. As a result, the Company calculated the fair value of the finite-lived intangible assets. Intangible assets included technology, brand, and customer relationships. The fair value of technology was determined using the Multi Period Excess Earnings Approach; fair value of the customer relationships was determined using the Excess Earnings Method; and fair value of the brand was determined using the Relief from Royalty Method. As a result, of the fair value being lower than the carrying value for certain assets, the Company recorded impairment loss of $0.9 million and $20.7 million to Intangible assets which are in asset groups included in Brand Direct and Marketplace reporting units, respectively, for the year ended December 31, 2022. Determining fair value requires the use of estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating profit margins, royalty rates, weighted average costs of capital, terminal growth rates, future market share, the impact of new product development, and future market conditions, among others. The Company recognizes a Goodwill impairment charge for the amount by which the carrying value of Goodwill exceeds the reporting unit’s fair value. Intangible assets with finite lives are amortized based on the estimated consumption of the economic benefit over their estimated useful lives. For additional information on Goodwill and Intangibles assets, see Note 6. Goodwill and Intangible Assets . Contingencies The Company is subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. An estimated liability is recorded for those proceedings and claims when the loss from such proceedings and claims becomes probable and reasonably estimable. Outstanding claims are reviewed with internal and external counsel to assess the probability and the estimates of loss, including the possible range of an estimated loss. The risk of loss is reassessed each period and as new information becomes available, liabilities are adjusted as appropriate. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position but could possibly be material to the consolidated results of operations or cash flows for any one period. Acquisitions Under the acquisition method of accounting, the Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities are recorded as goodwill. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. As a result, actual results may differ from these estimates. During the measurement period, the Company may record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings. At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company also measures the fair values of all non-contractual contingencies if, as of the acquisitions date, it is more likely than not that the contingencies will give rise to assets or liabilities. Acquisition related costs not considered part of the considerations are expensed as incurred and recorded in Acquisition costs within the consolidated statement of operations. Contingent consideration The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. Since the Company’s contingent consideration can be paid in cash or DMS Class A Common Stock, at the election of the Company, the Company classifies its contingent consideration as a liability. Contingent consideration payments related to acquisitions are measured at fair value at each reporting period using Level 3 unobservable inputs. The Company’s estimates of fair value are based upon projected cash flows, estimated volatility and other inputs which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in income from operations in the consolidated statements of operations. Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In most cases, the exit price and transaction (or entry) price will be the same at initial recognition. In the Company’s case, the fair value of financial instruments approximates fair value. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing

Business Combination

Business Combination	12 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Business Combination	Business CombinationOn July 15, 2020, DMSH consummated the business combination with Leo pursuant to the Business Combination Agreement (the “Business Combination Agreement”), by and among Leo, DMSH, Blocker, Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”). In connection with the consummation of the Business Combination, the following occurred: • Leo was domesticated and continues as a Delaware corporation, changing its name to “Digital Media Solutions, Inc.” • The Company was organized into an umbrella partnership-C corporation (or “Up-C”) structure, in which substantially all of the assets and business of the Company are held by DMSH and continue to operate through the subsidiaries of DMSH, and the Company’s sole material assets are the equity interests of DMSH indirectly held by it. • DMS Inc. consummated the PIPE investment with certain qualified institutional buyers and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors collectively subscribed for 10,424,282 shares of Class A Common Stock for an aggregate purchase price of $100.0 million. • DMS Inc. purchased all of the issued and outstanding common stock of Blocker and a portion of the units of DMSH held by Prism and Clairvest Direct Seller. Those DMSH membership interests were then immediately contributed to the capital of Blocker in exchange for aggregate consideration to the Sellers of $57.3 million in cash, 25,857,070 shares of Class B common stock, 2.0 million warrants to purchase Class A Common Stock, and 17,937,954 shares of Class C Common Stock. Refer to Note 11. Equity for a description of the Company’s Common Stock. • The Sellers amended and restated the limited liability company agreement of DMSH (the “Amended Partnership Agreement”), to, among other things: (i) recapitalize DMSH such that, as of immediately following the consummation of the Business Combination, Prism and Clairvest Direct Seller collectively own 25,857,070 of DMSH Units and Blocker owns 32,293,793 of DMSH Units; and (ii) provide Clairvest Direct Seller and Prism the right to redeem their DMSH Units for cash or, at the Company’s option, the Company may acquire the DMSH Units in exchange for cash or shares of Class A Common Stock, subject to certain restrictions set forth therein. • DMS Inc. issued 2.0 million Private Placement Warrants in exchange for previously held warrants in Leo, and an additional approximate 10.0 million Public Warrants were issued in exchange for the warrants offered and sold by Leo in its initial public offering. Refer to Notes 10. Fair Value Measurements and 11. Equity for a description of the Company’s Private Placement and Public Warrants, respectively. • DMS Inc. obtained $30.0 million in cash for working capital needs and $10.0 million to pay down outstanding indebtedness under the Monroe Capital Management Advisors (as administrative agent and lender) (the “Monroe Facility”). • The Sellers exercised their right to convert the shares of Class C Common Stock into shares of Class A Common Stock, on a one-for-one basis, in accordance with the new Certificate of Incorporation (the “Conversion”). • Prism and Clairvest Direct Seller continue to retain a significant continuing equity interest in the Company, representing 44% of the economic interests in DMSH and 44% of the voting interest in DMS Inc. (“non-controlling interest”). • On October 22, 2020, as required by the post-closing working capital adjustment provisions of the Business Combination Agreement, (i) the Company issued (a) 98,783 total additional shares of Class A Common Stock to the Blocker Sellers and (b) 142,394 total additional shares of Class B Common Stock to Prism and Clairvest Direct Seller. • In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two Note 14. Income Taxes for further details.

Revenue

Revenue	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenue	Revenue The Company derives revenue primarily through the delivery of various types of services, including: customer acquisition, managed services and software as a service (“SaaS”). The Company recognizes revenue when the promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company has elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized in the amount to which the Company has the right to invoice for services performed. The Company has organized its operations into three reportable segments: Brand Direct, Marketplace and Technology Solutions. The Brand Direct reportable segment consists of services delivered against our customer’s brand, while the Marketplace reportable segment includes services delivered directly against the DMS brand. In the Technology Solutions reportable segment, services offered by the Company include software services and digital media services that are managed on behalf of the customer. Corporate and other represents other business activities and includes eliminating entries. Management uses these segments to evaluate the performance of its businesses and to assess its financial results and forecasts. Disaggregation of Revenue The following tables presents the disaggregation of revenue by reportable segment and type of service (in thousands): Year Ended December 31, 2022 Brand Direct Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 198,873 $ 216,385 $ — $ (39,284) $ 375,974 Managed services 5,367 — 4,814 — 10,181 Software services — — 4,993 — 4,993 Total Net revenue $ 204,240 $ 216,385 $ 9,807 $ (39,284) $ 391,148 Year Ended December 31, 2021 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 244,942 $ 224,158 $ — $ (59,650) $ 409,450 Managed services 8,845 — 6,471 — 15,316 Software services — — 3,169 — 3,169 Total Net revenue $ 253,787 $ 224,158 $ 9,640 $ (59,650) $ 427,935 Contract balances The Company’s contract liabilities result from payments received from clients in advance of revenue recognition as they precede the Company’s satisfaction of the associated performance obligation. If a customer pays consideration before the Company’s performance obligations are satisfied, such amounts are classified as deferred revenue on the consolidated balance sheets. As of December 31, 2022 and 2021, the balance of deferred revenue was $1.0 million and $1.8 million, respectively, and recorded as Accrued expenses and other current liabilities on the consolidated balance sheets. We expect the majority of the deferred revenue balance at December 31, 2022 to be recognized as revenue during the following quarter. When there is a delay between the completion of our performance obligations and when a customer is invoiced, revenue is recognized and recorded as unbilled revenue (i.e. contract assets) within Accounts receivable, net on the consolidated balance sheets. For the years ended December 31, 2022 and 2021, one advertising customer accounted for approximately 23.2% and 13.5% of our total revenues, respectively.

Reportable Segments

Reportable Segments	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Reportable Segments	Reportable SegmentsThe Company’s operating segments are determined based on the financial information reviewed by its chief operating decision maker (“CODM”), and the basis upon which management makes resource allocation decisions and assesses the performance of the Company’s segments. The Company evaluates the operating performance of its segments based on financial measures such as Net revenue, cost of revenue, and Gross profit. Given the nature of the digital marketing solutions business, the amount of assets does not provide meaningful insight into the operating performance of the Company. As a result, the amount of the Company’s assets is not subject to segment allocation and total assets is not included within the disclosure of the Company’s segment financial information. The following tables are a reconciliation of the operations of our segments to (loss) income from operations (in thousands): Years Ended December 31, 2022 2021 Net revenue $ 391,148 $ 427,935 Brand Direct 204,240 253,787 Marketplace 216,385 224,158 Technology Solutions 9,807 9,640 Intercompany eliminations (39,284) (59,650) Cost of revenue (exclusive of depreciation and amortization) 287,820 303,025 Brand Direct 161,445 195,488 Marketplace 164,226 163,637 Technology Solutions 1,433 3,550 Intercompany eliminations (39,284) (59,650) Gross profit (exclusive of depreciation and amortization) 103,328 124,910 Brand Direct 42,795 58,299 Marketplace 52,159 60,521 Technology Solutions 8,374 6,090 Salaries and related costs 49,872 48,014 General and administrative expenses 41,878 40,040 Depreciation and amortization 28,242 25,401 Impairment of intangible assets 21,570 — Acquisition costs 1,650 1,967 Change in fair value of contingent consideration liabilities 2,583 1,106 (Loss) income from operations $ (42,467) $ 8,382

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment The following table presents major classifications of property and equipment and the related useful lives (in thousands, except useful lives): Years Ended December 31, Useful Lives 2022 2021 Computers and office equipment 3 years $ 2,207 $ 2,467 Furniture and fixtures 5 years 321 437 Leasehold improvements 7 years 337 385 Software development costs 3 years 34,971 28,272 Total 37,836 31,561 Less: Accumulated depreciation and amortization (20,134) (12,393) Property and equipment, net $ 17,702 $ 19,168 Depreciation and amortization expense for property and equipment for the years ended December 31, 2022 and 2021 was $8.4 million and $6.2 million, respectively, included in our consolidated statements of operations. As of December 31, 2022 and 2021, the unamortized balance of capitalized software development costs was $16.0 million and $16.7 million, respectively. Amortization of capitalized software development costs for the years ended December 31, 2022 and 2021 was $7.4 million and $5.5 million, respectively, included in Depreciation and amortization of our consolidated statements of operations.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill Changes in the carrying value of Goodwill, by reporting segment, were as follows (in thousands): Brand Direct Marketplace Technology Solutions Total Balance, January 1, 2021 $ 8,616 $ 32,660 $ 3,628 $ 44,904 Additions (Note 7) 9,760 21,894 — 31,654 Balance, December 31, 2021 18,376 54,554 3,628 76,558 Additions (Note 7) — — 735 735 Miscellaneous changes (55) — — (55) Balance, December 31, 2022 $ 18,321 $ 54,554 $ 4,363 $ 77,238 The carrying amount of Goodwill for all reporting units had no accumulated impairments as of December 31, 2022 and December 31, 2021, respectively. Intangible assets, net Finite-lived Intangible assets, net consisted of the following (in thousands): December 31, 2022 Amortization Gross Accumulated Impairment Net Technology 3 to 5 $ 54,316 $ (39,411) $ (5,933) $ 8,972 Customer relationships 2 to 9 49,423 (21,205) (12,387) 15,831 Brand 1 to 7 12,169 (6,233) (3,250) 2,686 Non-competition agreements 3 1,898 (1,868) — 30 Total $ 117,806 $ (68,717) $ (21,570) $ 27,519 December 31, 2021 Amortization Gross Accumulated Net Technology 3 to 5 $ 51,946 $ (29,929) $ 22,017 Customer relationships 2 to 9 49,273 (13,076) 36,197 Brand 1 to 7 12,109 (4,575) 7,534 Non-competition agreements 3 1,898 (1,418) 480 Total $ 115,226 $ (48,998) $ 66,228 Amortization expense for finite-lived intangible assets is recorded on a straight-line basis. Amortization expense related to finite-lived intangible assets was $19.7 million and $19.1 million for the years ended December 31, 2022 and 2021, respectively. Amortization expense relating to intangible assets subject to amortization for each of the next five years and thereafter is estimated to be as follows (in thousands): 2023 2024 2025 2026 2027 Amortization expense $ 13,244 $ 7,785 $ 3,815 $ 2,490 $ 185 Impairment analysis As part of the Company’s annual Goodwill impairment analysis, we determined the fair value of Goodwill at the reporting unit level utilizing a combination of a discounted cash flow analysis incorporating variables such as revenue projections, projected operating cash flow margins, and discount rates, as well as a market-based approach employing comparable sales analysis. The valuation assumptions used in the discounted cash flow model reflect historical performance of the Company, the prevailing values in the Company’s industry, including the extent of the economic downturn related to the recent inflation and its economic contraction and its expected timing of recovery. For the year ended December 31, 2022, the result of our annual impairment test indicated that there were no Goodwill impairment indicators, as the carrying value of the reporting units exceeded their fair value. The Company determined that the recent economic downturn and inflation, along with the Company’s revenue reduction and decreased stock market price were indicators of impairment under ASC 360-10, Impairment and Disposal of Long-Lived Assets

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 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 $ 291 $ 735 Intangible Assets: Technology $ 2,500 $ (30) $ 2,470 Customer relationships $ 50 $ — $ 50 Brand $ 59 $ 1 $ 60 Non-competition agreements $ 3 $ (3) $ — Contingent consideration liability $ 428 $ 3 $ 431 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, payable in cash or in 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 year December 31, 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 year December 31, 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 December 31, 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 21,894 735 Technology 4 to 5 3,900 — 2,470 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 60 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 $ 3,598 ____________________ (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 consolidated statements of operations for the periods indicated subsequent to the acquisition date in the period of acquisition (in thousands): Year Ended December 31, 2022 Traverse Net revenue $ 1,846 Net income from operations $ 489 Year Ended December 31, 2021 AAP Crisp Results Net revenue $ 21,083 $ 25,637 Net (loss) from operations $ (4,661) $ (1,042) Pro Forma Information The following pro forma financial information represents the consolidated financial information as if the acquisitions had been included in our consolidated results beginning on the first day of the fiscal year prior to their respective acquisition dates (in thousands): Year Ended December 31, 2022 (unaudited) DMS Traverse Pro Forma Net revenue $ 391,148 $ 999 $ 392,147 Net (loss) from operations $ (42,467) $ (417) $ (42,884) Year Ended December 31, 2021 (unaudited) DMS AAP Crisp Results Traverse Pro Forma Net revenue $ 427,935 $ 2,465 $ 8,284 $ 2,614 $ 441,298 Net income from operations $ 8,382 $ 457 $ 2,296 $ 47 $ 11,182

Debt

Debt	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Debt	Debt The following table presents the components of outstanding debt (in thousands): December 31, 2022 December 31, 2021 Term loan $ 221,625 $ 223,875 Revolving credit facility 40,000 — Total debt 261,625 223,875 Less: Unamortized debt issuance costs (1) (4,802) (6,120) Debt, net 256,823 217,755 Less: Current portion of long-term debt (2,250) (2,250) Long-term debt $ 254,573 $ 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. The Term Loan bears interest at our option, at either (i) adjusted LIBOR plus 5.00% or (ii) the Base Rate plus 4.00%. Since May 25, 2021 our interest rate is based on LIBOR plus 5.00%. For the year ended December 31, 2022, the effective interest rate was 9.28%. Borrowings under the Revolving Facility bear interest, at our option, at either (i) adjusted LIBOR plus 4.25% or (ii) a base rate (which is equal to the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate, as in effect from time to time, plus 0.50%, (c) one-month LIBOR plus 1.00%, and (d) 1.75% (the “Base Rate”)), plus 3.25%. Under the Revolving Facility, DMS LLC pays a 0.50% per annum commitment fee in arrears on the undrawn portion of the revolving commitments. Since May 25, 2021 our interest rate is based on LIBOR plus 5.00%. The Company drew $5.0 million and $35.0 million on October 4, 2022 and December 29, 2022, respectively. For the year ended December 31, 2022, the effective interest rate was 0.30%. 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 December 31, 2022, the Term Loan debt discount and debt issuance cost classified as debt had a remaining unamortized balance of $3.0 million and $1.8 million, respectively. 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 December 31, 2022 and December 31, 2021, the unamortized debt issuance cost of $0.6 million and $0.8 million, respectively, associated with the Revolving Facility is classified and amortized as Other assets within the consolidated balance sheets. Upon the closing of the Credit Facility, the credit agreement dated as of July 3, 2018, by and among DMS LLC, DMSH, each of their subsidiaries party thereto, various financial institutions party thereto and Monroe Capital Management Advisors, LLC, as administrative agent and lead arranger, and all outstanding amounts thereunder that was previously outstanding with an aggregate principal amount of $210 million was extinguished, and the $15 million revolving credit facility was closed. The Company’s ability to borrow amounts under the Credit Facility is conditioned upon its compliance with specified covenants, including certain reporting covenants and financial covenants that, in addition to other items, require the Company to maintain a maximum net leverage ratio (ratio of total debt borrowed by the Company to EBITDA for the four consecutive fiscal quarters most recently ended, subject to certain adjustments set forth in the Credit Facility) not to exceed 4.5:1.0 on the last day of the quarter ended December 31, 2022, which net leverage ratio is adjusted for subsequent quarters as set forth in the Credit Facility. In the event the Company breaches the net leverage ratio, the Company may cure such breach by raising capital through the sale of equity, which capital will be added on a dollar-for-dollar basis to the calculation of EBITDA for purposes of such test period to determine compliance with the financial covenant. There are no limitations on the use of the capital raised in connection with such equity cure. As of December 31, 2022, the Company was in breach of the net leverage ratio, which it cured on March 30, 2023 through the funds received in connection with the issuance of a private placement Series A and Series B convertible Preferred stock and Warrants (see Note 17. Subsequent Events ). As of December 31, 2022, the Company was in material compliance with all financial covenants after consideration of the equity cure. Debt Maturity Schedule The scheduled maturities of our total debt are estimated as follows at December 31, 2022 (in thousands): 2023 $ 2,250 2024 2,250 2025 2,250 2026 254,875 Total debt $ 261,625

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	Leases The following table summarizes the maturities of undiscounted cash flows of operating lease liabilities reconciled to total lease liability as of December 31, 2022 (in thousands): Years Ended December 31, Lease Amounts 2023 $ 2,175 2024 1,851 2025 546 Total 4,572 Less: Imputed interest (165) Present value of operating lease liabilities $ 4,407 As of December 31, 2022, the operating lease weighted average remaining lease term is 1.3 years and the operating lease weighted average remaining discount rate is 3.74%. The discount rate for each lease represents the incremental borrowing rate that the Company would incur at commencement of the lease to borrow on a collateralized basis over a similar term and amount equal to lease payments in a similar economic environment. The following table represents the Company’s aggregate lease costs, by lease classification (in thousands): Category Statement of Operations Location December 31, 2022 Operating lease costs General and administrative expenses $ 1,228 Short-term lease costs General and administrative expenses 263 Sub-lease income General and administrative expenses (586) Total lease costs, net $ 905

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The carrying amounts of our Cash and cash equivalents, accounts receivable, Income tax 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 sheets as of December 31, 2022 and 2021, respectively. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes-Merton valuation model. Changes in fair value of the Private Placement Warrants are presented under Change in fair value of warrant liabilities on the consolidated statements of operations. As of December 31, 2022, the Company has approximately 4.0 million Private Placement Warrants outstanding. The significant assumptions were as follows: December 31, 2022 Private Placement Warrants Fair Value Per Share $ 0.15 Private Placement Warrant valuation inputs: Stock price - DMS Inc. Class A Common Stock $ 1.34 Strike price - DMS Inc. Class A Common Stock $ 11.50 Remaining contractual term in years 2.54 Estimated volatility 90.0 % Dividend yield 0.0 % Risk free interest rate 4.26 % Contingent consideration payable related to acquisitions The fair value of the contingent considerations payable for the AAP and Traverse acquisitions (described in Note 7. 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 consolidated statements of operations The contingent consideration payable for the Crisp acquisition was finalized on April 1, 2022, the end of the earnout period. As the full target was met, the payment was made on July 1, 2022 in the form of Class A Common Stock. (See Note 7. Acquisitions ). The contingent consideration for the Aramis acquisition was finalized on December 31, 2022, the end of the earnout period, and will become payable on or before May 10, 2023, in the form of cash or Class A Common Stock, at the election of the Company. (See Note 7. Acquisitions ). The following table presents the contingent consideration assumptions. Aimtell / PushPros Revenue Volatility 25 % Iteration (actual) 100,000 Risk adjustment discount rate 10.50 % Risk free / Credit risk 12.00 % Days gap from period end to payment 90 Traverse CYE2023 Earnout Successful Probability 95.0 % Risk free / Credit risk 12.00 % 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): December 31, 2022 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Private Placement Warrant liabilities $ — $ — $ 600 $ 600 Contingent consideration - Aramis Contingent consideration payable - current — — 1,000 1,000 Contingent consideration - Traverse Contingent consideration payable - current — — 453 453 Total $ — $ — $ 2,053 $ 2,053 December 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Private Placement Warrant liabilities $ — $ — $ 3,960 $ 3,960 Contingent consideration - Crisp Results Contingent consideration payable - current — — 7,370 7,370 Contingent consideration - Aramis Contingent consideration payable - non-current — — 915 915 Contingent consideration - Aimtell/PushPros Contingent consideration payable - non-current — — 154 154 Total $ — $ — $ 12,399 $ 12,399 The following table represents the change in the warrant liability and contingent consideration (in thousands): Private Placement Warrants Contingent Consideration Balance, January 1, 2021 $ 22,080 $ — Additions — 7,333 Changes in fair value (18,115) 1,106 Settlements (5) — Balance, December 31, 2021 3,960 8,439 Additions — 431 Changes in fair value (3,360) 2,583 Settlements — (10,000) Balance, December 31, 2022 $ 600 $ 1,453

Equity

Equity	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Equity	EquityAuthorized Capitalization The total amount of the Company’s authorized capital stock consists of (a) 600,000,000 shares of common stock, par value $0.0001 per share, of the DMS Inc., consisting of (i) 500,000,000 shares of Class A Common Stock, (ii) 60,000,000 shares of Class B Common Stock, and (iii) 40,000,000 shares of Class C Common Stock, and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share, of the DMS Inc. (“Company Preferred Stock”). At December 31, 2022, there were 39,956,708 shares of Class A Common Stock outstanding and 25,699,464 shares of Class B Stock outstanding. Company Common Stock The following table sets forth the Company’s common stock by class at December 31, 2022: December 31, 2022 December 31, 2021 Class Total Shares Ownership % Total Shares Ownership % Class A Common Stock 39,956,708 60.9% 36,225,611 58.5% Class B Common Stock 25,699,464 39.1% 25,699,464 41.5% Total Common Stock 65,656,172 100% 61,925,075 100% Voting Rights Each holder of Company Common Stock is entitled to one (1) vote for each share of Company Common Stock held of record by such holder. The holders of shares of Company Common Stock do not have cumulative voting rights. Except as otherwise required in the Company Certificate of Incorporation or by applicable law, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will vote together as a single class on all matters on which stockholders are generally entitled to vote (or, if any holders of Company Preferred Stock are entitled to vote together with the holders of Company Common Stock, as a single class with such holders of Company Preferred Stock). In addition to any other vote required in the Company Certificate of Incorporation or by applicable law, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will each be entitled to vote separately as a class only with respect to amendments to the Company Certificate of Incorporation that increase or decrease the par value of the shares of such class or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. Notwithstanding the foregoing, except as otherwise required by law, holders of Company Common Stock, as such, will not be entitled to vote on any amendment to the Company Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Company Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) or pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). Dividend Rights Subject to any other provisions of the Company Certificate of Incorporation, as it may be amended from time to time, holders of shares of Class A Common Stock are entitled to receive ratably, in proportion to the number of shares of Class A Common Stock held by them, such dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Company’s board of directors (the “Board”) from time to time out of assets or funds of the Company legally available therefor. Except as provided in the Company Certificate of Incorporation, dividends and other distributions will not be declared or paid on the Class B Common Stock. Subject to any other provisions of the Company Certificate of Incorporation, as it may be amended from time to time, holders of shares of Class C Common Stock are entitled to receive ratably, in proportion to the number of shares held by them, the dividends and other distributions in cash, stock or property of the Company payable or to be made on outstanding shares of Class A Common Stock that would have been payable on the shares of Class C Common Stock if each such share of Class C Common Stock had been converted into a fraction of a share of Class A Common Stock equal to the Conversion Ratio (as defined in the Company Certificate of Incorporation) immediately prior to the record date for such dividend or distribution. The holders of shares of Class C Common Stock are entitled to receive, on a pari passu basis with the holders of the Class A Common Stock, such dividend or other distribution on the Class A Common Stock when, as and if declared by the Board from time to time out of assets or funds of the Company legally available therefor. At December 31, 2022, there were no shares of Class C Common Stock outstanding. Redemption Pursuant to the terms and subject to the conditions of the Amended Partnership Agreement, each holder (other than Blocker) of a DMSH Unit has the right (the “Redemption Right”) to redeem each such DMSH Unit for the applicable Cash Amount (as defined in the Amended Partnership Agreement), subject to the Company’s right, in the sole and absolute discretion of the non-interested members of the Board of Directors, to elect to acquire some or all of such DMSH Units that such holder has tendered for redemption for a number of shares of Class A Common Stock, an amount of cash or a combination of both (the “Exchange Option”), in the case of each of the Redemption Right and the Exchange Option, on and subject to the terms and conditions set forth in the Company Certificate of Incorporation and in the Amended Partnership Agreement. Retirement of Class B Common Stock In the event that (i) any DMSH Unit is consolidated or otherwise cancelled or retired or (ii) any outstanding share of Class B Common Stock held by a holder of a corresponding DMSH Unit otherwise ceases to be held by such holder, in each case, whether as a result of exchange, reclassification, redemption or otherwise (including in connection with the Redemption Right and the Exchange Option as described above), then the corresponding share(s) of Class B Common Stock, if any, or such share of Class B Common Stock (in the case of (ii)) will automatically and without further action on the part of the Company or any holder of Class B Common Stock be transferred to the Company for no consideration and thereupon will be retired and restored to the status of authorized but unissued shares of Class B Common Stock. Rights upon Liquidation In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company after payments to creditors of the Company that may at the time be outstanding, and subject to the rights of any holders of Preferred Stock that may then be outstanding, holders of shares of Class A Common Stock and Company C Common Stock will be entitled to receive ratably, in proportion to the number of shares held by them, all remaining assets and funds of the Company available for distribution; provided, however, that, for purposes of any such distribution, each share of Class C Common Stock will be entitled to receive the same distribution as would have been payable if such share of Class C Common Stock had been converted into a fraction of a share of Company A Common Stock equal to the Conversion Ratio immediately prior to the record date for such distribution. The holders of shares of Class B Common Stock, as such, will not be entitled to receive any assets of the Company in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Conversion of Class C Common Stock Each holder of Class C Common Stock has the right, at such holder’s option, at any time, to convert all or any portion of such holder’s shares of Class C Common Stock, and the Company has the right, at the Company’s option, to convert all or any portion of the issued and outstanding shares of Class C Common Stock, in each case into shares of fully paid and non-assessable Class A Common Stock at the ratio of one (1) share of Class A Common Stock for the number of shares of Class C Common Stock equal to the Issuance Multiple (as defined in the Business Combination Agreement) so converted. As of December 31, 2022, there were no Class C Common Stock issued and outstanding. Treasury Stock Treasury stock is reflected as a reduction of stockholders' deficit at cost. We use the weighted-average purchase cost to determine the cost of treasury stock that is reissued, if any. (See Note 13. Employee and Director Incentive Plan). Transfers The holders of shares of Class B Common Stock will not transfer such shares other than as part of a concurrent transfer of an equal number of DMSH Units, in each case made to the same transferee in accordance with the restrictions on transfer contained in the Amended Partnership Agreement. Other Rights No holder of shares of Company Common Stock are entitled to preemptive or subscription rights. There is no redemption or sinking fund provisions applicable to the Company Common Stock. The rights, preferences and privileges of holders of the Company Common Stock will be subject to those of the holders of any shares of the Preferred Stock the Company may issue in the future. Preferred Stock The Board has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the DGCL. The issuance of Preferred Stock of the Company could have the effect of decreasing the trading price of Company Common Stock, restricting dividends on the capital stock of the Company, diluting the voting power of the Company Common Stock, impairing the liquidation rights of the capital stock of the Company, or delaying or preventing a change in control of the Company. The Company is authorized to issue 100,000,000 preferred shares with such designations, voting, and other rights and preferences as may be determined from time to time by the Board. As of December 31, 2022 and 2021, there were no shares of preferred stock issued. Public Warrants Each Company Public Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A Common Stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire five years after the Business Combination, or earlier upon redemption or liquidation. The Company may call the Company Public Warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; and (4) only if the last reported closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Company Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Company Public Warrants to do so on a “cashless basis.” The exercise price and number of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrant shares. At December 31, 2022 and 2021, approximately 10.0 million Public Warrants were outstanding. Non-controlling Interests The non-controlling interests represent the membership interests in DMSH held by holders other than the Company. Changes to ownership interests in DMSH while the controlling interests in DMSH is retained will be accounted for as equity transactions. As such, future redemptions or direct exchanges of the Company’s Interests in DMSH by the other members of the Company will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital. The Company has consolidated the financial position and results of operations of DMSH and reflected the proportionate interests held by Prism, Clairvest Direct Seller and the SmarterChaos sellers as non-controlling interests. The following table summarizes the ownership interest in DMSH as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Interests Ownership % Interests Ownership % Number of Interests held by DMS, Inc. 39,956,708 60.9% 36,225,611 58.4% Number of Interests held by non-controlling interests holders 25,699,464 39.1% 25,853,152 41.6% Total Interests Outstanding 65,656,172 100.0% 62,078,763 100.0% The following table summarizes the effects of changes in ownership in DMS, Inc. on our equity during the years ended December 31, 2022 and 2021 (in thousands): Years Ended December 31, 2022 2021 Net (loss) income attributable to Digital Media Solutions, Inc. $ (31,952) $ 2,202 Transfers to (from) non-controlling interests due to: Shares issued in connection with the Crisp Earnout (Note 7) (4,757) (1,960) Shares issued in connection with acquisition of Aramis, PushPros and Aimtell (Note 7) — (1,589) Exercise of warrants to issue Class A common stock — (1) Prism shares redeemed and issued to Class A Common Stock — (369) SmarterChaos DMSH units redeemed and issued to Class A Common Stock (245) (189) Stock-based compensation - Vested & Exercised (1,156) (602) Treasury stock purchased under the 2020 Omnibus Incentive Plan 219 — Net transfers (from) non-controlling interests (5,939) (4,710) Change from net income attributable to DMS Inc. shareholders and transfers (from) non-controlling interests $ (37,891) $ (2,508)

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Registration Rights At the Closing, the Company entered into an amended and restated registration rights agreement with certain Sellers (the “Amended and Restated Registration Rights Agreement”), pursuant to which the Company registered for resale certain shares of Class A Common Stock and warrants to purchase Class A Common Stock that were held by the parties thereto. Additionally, the Sellers may request to sell all or any portion of their shares of Class A Common Stock in an underwritten offering that is registered pursuant to the shelf registration statement filed by the Company (each, an “Underwritten Shelf Takedown”); however, the Company will only be obligated to effect an Underwritten Shelf Takedown if such offering will include securities with a total offering price reasonably expected to exceed, in the aggregate, $20.0 million and will not be required to effect more than four Underwritten Shelf Takedowns in any six-month period. The Amended and Restated Registration Rights Agreement also includes customary piggy-back rights, subject to cooperation and cut-back provisions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Amended Partnership Agreement Pursuant to the Amended Partnership Agreement, the non-controlling interests (as defined in the Amended Partnership Agreement) have the right to redeem their DMSH Units for cash (based on the market price of the shares of Class A Common Stock) or, at the Company’s option, the Company may acquire such DMSH Units (which DMSH Units are expected to be contributed to Blocker) in exchange for cash or Class A Common Stock (a “Redemption”) on a one-for-one basis (subject to customary conversion rate adjustments, including for stock splits, stock dividends and reclassifications), in each case subject to certain restrictions and conditions set forth therein, including that any such Redemption be for an amount no less than the lesser of 10,000 DMSH Units or all of the remaining DMSH Units held by such Non-Blocker Member. In the event of a change of control transaction with respect to a Non-Blocker Member, DMSH will have the right to require such Non-Blocker Member to effect a Redemption with respect to all or any portion of the DMSH Units transferred in such change of control transaction. In connection with any Redemption a number of shares of Class B Common Stock will automatically be surrendered and cancelled in accordance with the Company Certificate of Incorporation. Tax Receivable Agreement Since the year ended December 31, 2021, the Company maintains a full valuation allowance on our DTA related to the Tax Receivable Agreement along with the entire DTA inventory at DMS, Inc. and Blocker, as these assets are not more likely than not to be realized based on the positive and negative evidence that we considered. The Tax Receivable Agreement liability that originated from the Business Combination is not probable under ASC 450 - Contingencies since a valuation allowance has been recorded against the related DTA. The remaining short-term Tax Receivable Agreement liability of $0.2 million is attributable to carryback claims. We will continue to evaluate the positive and negative evidence in determining the realizability of the Company’s DTAs. For further details, see Note 14. Income Taxes . Prism Incentive Agreement On October 1, 2017, DMS, through a subsidiary, acquired the assets of Mocade Media LLC (“Mocade”). On that date, in connection with the acquisition, DMS also entered into a consulting agreement with Singularity Consulting LLC (“Singularity”), a Texas limited liability company owned by the former management of Mocade. On August 1, 2018, in order to further incentivize Singularity’s efforts with respect to the acquired Mocade assets, DMS entered into an amendment to the Singularity consulting agreement. On that date, Prism Data, the then majority equity holder of DMS, also entered into an incentive agreement with Singularity, to which DMS was not a party, providing for certain incentive payments to be accounted for in accordance with applicable accounting standards by Prism Data to Singularity in the event of certain specified change of control sale transactions involving DMS. Following the Business Combination, in November 2020, DMS and Singularity resolved all outstanding amounts due under the Singularity consulting agreement between DMS and Singularity with a payment of $850,000. In addition, Prism Data and Singularity agreed that Singularity would be entitled to a payment from Prism Data of $2,000,000 in the event of certain specified change of control sale transactions involving DMS . DMSH Member Tax Distributions For the year ended December 31, 2022, there were no tax distributions to members of DMSH. For the year ended December 31, 2021, tax distributions to members of DMSH were $0.2 million.

Employee and Director Incentive

Employee and Director Incentive Plans	12 Months Ended
	Dec. 31, 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 of stock options, stock appreciation rights, stock awards (including restricted stock awards (“RSAs”) and Restricted Stock Units (“RSUs”)) and other stock-based awards. Directors, officers and employees, as well as others performing independent consulting or advisory services for the Company or its affiliates, will be eligible for grants under the 2020 Plan. The aggregate number of shares reserved under the 2020 Plan is approximately 11.6 million. The 2020 Plan terminates on June 24, 2030. The participants have no rights of a stockholder with respect to the RSUs, including the right to vote and the right to receive distributions or dividends until the shares become vested and settled. The settlement occurs after the vesting date and shall represent the right to receive one Share of Class A of common stock. RSUs awards provide for accelerated vesting if there is a change in control. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. The risk-free rate within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. We recognize forfeitures and/or cancellations based on an actual occurrence. The fair value of non-vested stock is determined based on the closing trading price of the Company’s stock on the grant date and are amortized over the award’s service period. At December 31, 2022, total non-vested Stock-based compensation expense related to restricted stock and options was $8.8 million, which will be recognized over a weighted-average remaining period of 2.3 years. Restricted Stock Units Stock awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those stock awards vest on 3 to 4 years of continuous service, depending on when the award was granted, and have 10-year contractual terms. The 2020 Plan allows employees’ vesting rights after each year for completed service to the Company. On October 28, 2020, the Board of Directors of DMS Inc. approved the grant of approximately 1.2 million RSUs, including 65,000 units granted for Directors under the 2020 Plan. The RSUs vest one-third each year based on three years of continuous service starting with July 16, 2021 through July 16, 2023. The related Stock-based compensation expense is recognized on a straight-line basis over the vesting period. The 2020 Plan provides Directors’ and employees’ vesting rights after each year for completed service to the Company. The related costs were approximately $6.7 million and $6.8 million for the years ended December 31, 2022 and 2021, respectively, and are included in Salaries and related costs within the consolidated statements of operations. On April 12, 2022, the Board approved the grant of 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 TRSUs vest one-fourth each year based on four years of continuous service starting with April 12, 2022, through April 12, 2026. The PRSUs vest one-fourth each calendar year from 2022 through 2026 based continuous service and subject to certain performance metrics of the Company during 2022, 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 approved the grant of 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. The following table presents the restricted stock units activity for the years ended December 31, 2022 and 2021 (in thousands, except price per share): Number of Restricted Stock Weighted-Average Grant Date Fair Value Outstanding at January 1, 2021 1,197 $ 7.31 Granted 1,084 8.43 Vested 490 7.59 Forfeited/Canceled 350 8.11 Outstanding at December 31, 2021 1,441 $ 7.98 Granted 1,141 $ 2.71 Vested 713 7.70 Forfeited/Canceled 362 5.45 Outstanding at December 31, 2022 1,507 $ 4.73 Vested as of December 31, 2022 1,216 $ 7.62 For the years ended December 31, 2022 and 2021, the fair value of vested restricted stock units was $9.3 million and $3.7 million, respectively. As of December 31, 2022, the total number of awards issued to other nonemployee consultants for advisory and consulting services were 126 thousand restricted stock units and 118 thousand stock options that represent total Stock-based compensation fair value of $1.8 million, for which $0.2 million has been recorded for services provided to date. On October 27, 2021, the board voted to accelerate the vesting of 34 thousand restricted units and 32 thousand stock options, which resulted in recognition of approximately $0.5 million expense in Q4 2021. Stock Options The participants have no rights of a stockholder with respect to the stock options, including the right to vote and the right to receive distributions or dividends until the shares become vested and exercised. The exercise occurs after the vesting date and the participant may exercise the option by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by full payment of the exercise price or by means of a broker-assisted cashless exercise. Stock option awards provide for accelerated vesting if there is a change in control. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton valuation method, which uses the assumptions noted in the following table. Because Black-Scholes-Merton option valuation models incorporate ranges of assumption for inputs, the selected inputs are disclosed below. Expected volatilities are based on implied volatilities from traded options on the Company’s peer group. The expected term is calculated using the simplified method, due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. The following table presents the stock option activity for the years ended December 31, 2022 and 2021 (in thousands, except price per share): Number of Stock Options Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in Years) Total Intrinsic Value of Restricted Stock Options Exercisable Outstanding at January 1, 2021 551 $ 3.34 5.9 years $ — Granted 1,706 4.14 6.1 years — Exercised — — — — Forfeited/expired 179 4.07 6.1 years — Outstanding at December 31, 2021 2,078 $ 3.92 6.1 years $ — Granted — $ — — $ — Exercised — — — — Forfeited/expired 240 8.36 — — Outstanding at December 31, 2022 1,838 $ 3.35 6.8 years $ — Exercisable at December 31, 2022 596 $ 8.13 6.8 years $ 4,835 There were no stock options granted in 2022.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The (benefit) provision for income taxes consist of the following (in thousands): Years Ended December 31, 2022 2021 Current: Federal $ 73 $ 2,539 State (70) 307 Foreign — 26 Total Current 3 2,872 Deferred: Federal (3,466) 12,848 State (642) 3,591 Total Deferred (4,108) 16,439 (Benefit) provision for income taxes $ (4,105) $ 19,311 The (benefit) provision for income taxes shown above varies from the statutory federal income tax rate for those periods as follows (in thousands): Years Ended December 31, 2022 2021 Tax (benefit) provision from federal statutory rate $ (11,888) $ 5,356 Tax on income not subject to entity level federal income tax 4,085 1,074 State income taxes, net of federal tax effect (1,639) (817) Change in fair value of warrant liabilities (705) (3,804) Other permanent adjustments (176) (3,211) Permanent adjustments - Tax Receivable Agreement 26 (36) True-ups and other (2,343) (919) Research and development credit (250) — Foreign tax credit — 63 Undistributed earnings 171 529 Canadian tax expense — 26 Valuation allowance 8,857 21,240 Tax credits (243) (190) Tax (benefit) provision $ (4,105) $ 19,311 As a result of a Business Combination, the Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker, which owns 60.9% of equity interests in DMSH. DMSH is treated as a partnership for purposes of U.S. federal and certain state and local income tax. As a U.S. partnership, generally DMSH will not be subject to corporate income taxes (except with respect to UE and Traverse, as described below). Instead, each of the ultimate partners (including DMS Inc.) are taxed on their proportionate share of DMSH taxable income. While the Company consolidates DMSH for financial reporting purposes, the Company will only be taxed on its allocable share of earnings. The Company’s Income tax (benefit) 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, both are wholly-owned U.S. corporate subsidiaries of DMSH, which are subject to U.S. federal and state and local income taxes. The income tax burden on the earnings allocated to the non-controlling interests is not reported by the Company in its consolidated financial statements under GAAP. As a result of the foregoing reasons, the Company’s effective tax rate is expected to differ materially from the statutory rate. Any change in the fair value of the Private Placement Warrants, which are classified as a liability on the Company’s consolidated balance sheet at December 31, 2022, is recognized as a gain or loss in the Company’s consolidated statements of operations. The Private Placement Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no change to Income tax (benefit) expense relating to changes in the fair value of such warrants. Deferred tax assets and liabilities are composed of the following (in thousands): Years Ended December 31, 2022 2021 Deferred tax assets: Investment in DMS Holdings LLC $ 34,137 $ 29,066 Reserve accruals 156 418 Charitable contributions 18 11 Interest carryforward 5,131 2,562 Tax credit carryforwards 1,013 190 Property and equipment (7) 42 Operating lease liabilities 343 — Net operating loss 2,863 1,808 Total gross deferred tax assets 43,654 34,097 Less: Valuation allowance (41,829) (32,970) Total deferred tax assets, net 1,825 1,127 Deferred tax liabilities: Intangibles (1,295) (4,561) Operating lease right-of-use assets (119) — Undistributed earnings (1,523) (1,352) Total deferred tax liabilities (2,937) (5,913) Net deferred tax liabilities $ (1,112) $ (4,786) At December 31, 2022, the Company has federal and state net operating loss carryforwards attributable to DMS, Inc. in the amount of $10 million and $13.5 million , respectively. The federal carryforwards are not subject to expiration, and the state carryforwards begin to expire in 2030, however certain state carryforwards are indefinite. At December 31, 2022, the Company has an expected federal and state income tax credit carryforward of $1.0 million which would expire at December 31, 2039, unless utilized. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. We do not expect any annual limitation to materially impact the utilization of net operating losses and credits. The Company records Deferred tax assets if it is more likely than not that the Company will realize a future tax benefit. Ultimate realization of any Deferred tax assets is dependent on the Company’s ability to generate sufficient future taxable income in the appropriate tax jurisdiction before the expiration of carryforward periods, if any. Our assessment of Deferred tax assets realizability considers many different factors including historical and projected operating results, the reversal of existing Deferred tax liabilities that provide a source of future taxable income, the impact of current tax planning strategies and the availability of future tax planning strategies. The Company establishes a valuation allowance against any Deferred tax assets for which we are unable to conclude that realizability is more likely than not. We have determined the need for an additional $9 million valuation allowance for the period ending December 31, 2022. In doing so we assessed the available positive and negative evidence to estimate whether future taxable income would be generated to permit use of the existing Deferred tax assets (“DTAs”). A significant piece of objective negative evidence evaluated was the three-year cumulative loss before taxes. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. Therefore, a valuation allowance has been recorded against the DTAs at DMS, Inc. The amount of DTA considered realizable could be adjusted if objective negative evidence in the form of cumulative losses is no longer present. The Company is subject to examination by the Internal Revenue Service and taxing authorities in various states. The Company’s U.S. federal income tax returns remain subject to examination by tax authorities for the years 2018 to 2021. The Company’s state income tax returns are no longer subject to income tax examination by tax authorities prior to 2018; however, our net operating loss carryforwards arising prior to that year are subject to adjustment. The Company regularly assesses the likelihood of tax deficiencies in each of the tax jurisdictions and, accordingly, makes appropriate adjustments to the tax provision as deemed necessary. The Company records interest and penalties, if any, as a component of its Income tax (benefit) expense in the consolidated statements of operations. No interest expense or penalties were recognized during the years ended December 31, 2022 and 2021, respectively. Tax Receivable Agreement Since the year ended December 31, 2021, the Company maintains a full valuation allowance on our DTA related to the Tax Receivable Agreement along with the entire DTA inventory at DMS, Inc. and Blocker, as these assets are not more likely than not to be realized based on the positive and negative evidence that we considered. The Tax Receivable Agreement liability that originated from the Business Combination is not probable under ASC 450 - Contingencies

Earnings Per Share

Earnings Per Share	12 Months Ended
	Dec. 31, 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 (loss) earnings per share of Class A common stock: Years Ended December 31, 2022 2021 Numerator: Net (loss) income $ (52,500) $ 6,193 Net (loss) income attributable to non-controlling interest (20,548) 3,991 Net (loss) income attributable to Digital Media Solutions, Inc.- basic and diluted $ (31,952) $ 2,202 Denominator: Weighted average shares - basic 38,252 35,249 Add: dilutive effects of equity awards under the 2020 Omnibus Incentive Plan 27 389 Add: dilutive effects of public warrants — 126 Weighted average shares - diluted 38,279 35,764 Net (loss) earnings per common share: Basic and diluted $ (0.84) $ 0.06 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 year ended December 31, 2022, the Company excluded 25.7 million shares of Class B convertible common stock, 4.0 private warrants, 10.0 million public warrants, 1.6 million stock options, 1.2 million RSUs, 0.4 million PRSUs, respectively, as their effect would have been anti-dilutive.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal proceedings In the ordinary course of business, we are involved from time to time in various claims and legal actions incident to our operations, both as a plaintiff and defendant. In the opinion of management, after consulting with legal counsel, none of these other claims are currently expected to have a material adverse effect on the results of operations, financial position or cash flows. We intend to vigorously defend ourselves in these matters. DMSH Unit Redemption Rights The Amended and Restated Partnership Agreement includes provisions intended to ensure that the Company at all times maintains a one-to-one ratio between (i) the number of outstanding shares of Class A Common Stock (including the number of shares of Class A Common Stock into which all of the outstanding shares of Class C Common Stock are convertible in accordance with the Company Certificate of Incorporation) and (ii) the aggregate number of DMSH Units owned by DMS Inc., its subsidiaries and any consolidated, combined, unitary or similar group of entities that join in filing any tax return with DMS Inc.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Business Acquisition On March 30, 2023, the Company acquired certain assets of G.D.M. Group Holding Limited, a company organized under the laws of Cyprus (“ClickDealer Cyprus”), ClickDealer Asia Pte., Ltd., a company organized in Singapore (“ClickDealer Singapore”), GDMgroup Asia Limited, a company organized in Hong Kong (“ClickDealer HongKong”) and ClickDealer Europe BV, a company organized in the Netherlands (“ClickDealer Netherlands”, and collectively with ClickDealer Cyprus, ClickDealer Singapore, ClickDealer Hong Kong, and any other related entity “ClickDealer”). The Company paid cash consideration of $35 million upon closing of the transaction. The transaction also includes up to $10 million in contingent consideration, subject to the achievement of certain milestones, to be paid two years after the acquisition date, subject to the operation of the acquired assets reaching certain milestone. The contingent consideration may be paid in cash or the Company’s Class A Common Stock, to be mutually agreed by DMS and the applicable recipients. Private Placement of Convertible Preferred Stock and Warrants On March 29, 2023, the Company entered into a securities purchase agreement (the “SPA”) with certain investors to purchase 80 thousand shares of Series A convertible redeemable Preferred stock (“Series A Preferred stock”) and 60 thousand shares of Series B convertible redeemable Preferred stock (“Series B Preferred stock”, and together with the Series A Preferred stock, the “Preferred Stock”), for an aggregate purchase price of $14.0 million (the “Preferred Oferrings”), including $6.0 million of related party participation. The Preferred stock was issued at a 10% Original Issue Discount (OID) to the aggregate stated value of $15.5 million. The Company is required to redeem one-tenth of the number of shares of each series of Preferred Stock on a pro rata basis among all of the holders of each series commencing on the earlier of (i) the three-month anniversary of the closing of the Preferred Offerings and on each successive monthly anniversary date thereafter and (b) the date a registration statement relating to the underlying shares of Common Stock is declared on each successive monthly anniversary date thereafter. The form of such redemptions is at the option of the Company and may be (i) in cash at 104% of the stated value of the Preferred Stock, plus accrued and unpaid dividends and any other amounts due (the “Mandatory Redemption Price”), (ii) in shares of Common Stock or (iii) a combination thereof. The Preferred Stock is convertible at the option of the holder at any time into shares of common stock at a fixed conversion price of $0.56 (the “Conversion Price”). In addition, at any time at the option of the holder, the Preferred Stock may be converted at the option of the holder into shares of common stock at a conversion price at the lower of (i) 90% of the arithmetic average of the three lowest volume-weight average prices (“VWAPs”) during the 20 trading days before a conversion notice is delivered and (ii) 90% of the VWAP of the trading day before a notice of conversion is delivered (the “Alternate Conversion Price”). Each series of Preferred Stock provides for the ability of a holder to require the Company to redeem all of the holder’s shares of Preferred Stock at any time after June 15, 2023 (the “Accelerated Redemption Date”). In addition, the Company may elect to redeem all of the shares of the Series A Preferred Stock, but not Series B Preferred Stock, after the Accelerated Redemption Date. At the option of the holder being redeemed, an accelerated redemption will be (i) in cash at the Mandatory Redemption Price, (ii) in shares of Common Stock or (iii) a combination thereof. Following certain triggering events, a holder may choose to convert Preferred Stock into shares of common stock at the Alternate Conversion Price. The Company and the holders of the Preferred Stock also entered into a registration rights agreement to register the resale of the shares of common stock issuable upon conversion or redemption of the Preferred Stock. The Company also issued the purchasers in the Preferred Offering warrants to acquire 14.4 million shares of Common Stock, with a 5-year maturity and an exercise price equal to $0.6453, subject to adjustment and the beneficial ownership limitations set forth in the applicable warrant agreement . Proceeds were $13.1 million, net of transaction costs, which the Company received on March 30, 2023, and used to fund its equity cure (see Note 8. Debt

SCHEDULE II - VALUATION AND QUA

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES	12 Months Ended
	Dec. 31, 2022
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES	DIGITAL MEDIA SOLUTIONS, INC. Schedule II Valuation and Qualifying Accounts and Reserves Supplemental Schedule (in thousands) Description Year Ended Balance at Beginning of Period Charge to Costs and Expenses Deductions Balance at End of Period Accounts receivable reserves 2022 $ 4,930 $ 1,761 $ 2,035 $ 4,656 2021 $ 3,121 $ 4,798 $ 2,989 $ 4,930

Business, Basis of Presentati_2

Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of presentation	Basis of presentationThese consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the SEC.
Principles of consolidation	Principles of consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 60.9% of the membership interest in DMSH, while the Sellers (as defined in Note 2. Business Combination ) retained approximately 39.1% of the membership interest in DMSH (“non-controlling interests”). The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity, refer to Note 11. Equity.
Reclassification	Reclassification Certain amounts in prior period related to the classification of telecommunication costs for our call center have been reclassified from General and administrative expenses to Cost of revenue (exclusive of depreciation and amortization) to conform to the current period presentation in the consolidated statements of operations and the respective accompanying notes. These reclassifications had no impact on Net (loss) income and on (Loss) earnings per share for the years ended December 31, 2022 and 2021, respectively. These reclassifications had no impact on the consolidated balance sheets and the consolidated statements of cash flows.
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, intangible asset impairments, and deferred taxes and amounts associated with the Tax Receivable Agreement.
Revenue recognition	Revenue recognition The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606, Revenue from Contracts with Customers : (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers and strategic partners that we engage with to generate targeted marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. Other than certain of its managed services arrangements, the Company is the principal in the transaction. For the transactions where the Company is the principal, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. Customer acquisition The Company’s performance obligation for Customer acquisition contracts is to deliver an unspecified number of potential customers or leads (i.e., number of clicks, emails, calls and applications) to the customer in real-time, on a daily basis as the leads are generated, based on predefined qualifying characteristics specified by our customer. The contracts generally have a one-month term and the Company has an enforceable right to payment for all leads delivered to the customer. The Company’s customers simultaneously receive and consume the benefits provided, as the Company satisfies its performance obligations. The Company recognizes revenue as the performance obligations are satisfied over time. When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized and the corresponding amounts are recorded as unbilled revenue (i.e., contract assets) within Accounts receivable, net on the consolidated balance sheets. In line with industry practice, the Company applies the constraint on variable consideration and records revenue based on internally tracked conversions (leads delivered), net of the amount tracked and subsequently confirmed by customers. A significant portion of the unbilled estimated revenue balance is finalized and invoiced to customers within sixty days following the period of service. Any remaining estimates are finalized and invoiced as billing totals are reconciled with the customer. Historical estimates related to unbilled revenue have not been materially different from actual revenue billed. Managed services The Company’s performance obligation for Managed service contracts is to provide continuous service of managing the customer’s media spend for the purpose of generating leads through a third-party supplier of leads, as requested by our customer. Each month of service is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligation is satisfied each month and there is no estimation of revenue required at each reporting period for managed services contracts. The Company enters into agreements with internet search companies, third-party publishers and/or strategic partners to generate customer acquisition services for their Managed service customers. The Company receives a fee from its customers and separately pays a fee to the internet search companies, third-party publishers and/or strategic partners. The third-party supplier is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for the third-party supplier to provide services to the customer. Therefore, in certain cases, the Company acts as the agent and the net fees earned by the Company are recorded as revenue, with no associated costs of revenue attributable to the Company. Software services The Company’s performance obligation for Software services contracts is to provide the customer with continuous, daily access to the Company’s proprietary software. Service provided each month is distinct, and any variable consideration is allocated to a distinct month. Therefore, revenue is recognized as the performance obligations are satisfied each month and there is no estimation of revenue required at each reporting period for Software services contracts. The Company derives revenue primarily through the delivery of various types of services, including: customer acquisition, managed services and software as a service (“SaaS”). The Company recognizes revenue when the promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company has elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized in the amount to which the Company has the right to invoice for services performed. The Company has organized its operations into three reportable segments: Brand Direct, Marketplace and Technology Solutions. The Brand Direct reportable segment consists of services delivered against our customer’s brand, while the Marketplace reportable segment includes services delivered directly against the DMS brand. In the Technology Solutions reportable segment, services offered by the Company include software services and digital media services that are managed on
Cost of revenue	Cost of revenue Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition. These media costs are used primarily to drive user traffic to the Company’s and its clients’ media properties. Cost of revenue additionally consists of indirect costs such as data verification, hosting and fulfillment costs. Cost of revenue is presented exclusive of Depreciation and amortization expenses, as well as Salaries and related costs.
Cash and cash equivalents	The Company considers highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of the purchase to be cash equivalents. The Company’s cash is primarily held as cash deposits with no cash restrictions at retail and commercial banks.
Accounts receivable, net	Accounts receivable, netAccounts receivables are recorded net of the allowance for doubtful accounts. Management determines the allowance for doubtful accounts based on factors including past write-offs, delinquency trends and current credit conditions. Accounts are written off when management determines that collection is unlikely.
Property and equipment, net	Property and equipment are recorded at cost, net of accumulated Depreciation and amortization. Property and equipment consist of computer and office equipment, furniture and fixtures and leasehold improvements, which are depreciated on a straight-line basis over the estimated useful lives of the assets. Costs for websites and internal-use software are capitalized as Property and Equipment, net on the Consolidated Balance Sheets during the application stages. Any initial research and development costs incurred during the preliminary project stage or costs incurred for data conversion activities, training, maintenance, general and administrative or overhead costs are expensed as incurred. Qualified costs incurred during the operating stage of our websites and software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality, while costs that cannot be separated between maintenance of, and minor upgrades and enhancements to, websites and internal‑use software are expensed as incurred. Capitalized software development costs are amortized on a straight line basis over the estimated useful life or 3 years, whichever is shorter. Website and s oftware development costs that do not qualify for capitalization are expensed as incurred - through salaries and related costs for employees time or through cost of goods sold for third-party maintenance efforts, which are recorded in Salaries and related costs or in General and administrative expenses, respectively, within the consolidated statements of operations. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including estimated economic life. Management regularly assesses the carrying value of its long-lived assets to be held and used, including property and equipment and intangible assets, for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. If such events or circumstances are present, a loss is recognized to the extent the carrying value of the asset is in excess of estimated fair value.
Lease accounting	Lease accounting The Company classifies its lease arrangements at inception as either operating leases or finance leases. A lease is classified as a finance lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for finance lease classification is met. We determine if an arrangement is a lease at inception of the contract. Our right of use assets represents our right to use the underlying assets for the lease term and our lease liabilities represent our obligation to make lease payments arising from the leases. Right of use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company's lease arrangements consist of real estate operating leases for office space which generally contain an initial term of five ASC 842, Lease Accounting (“ASC 842”). Our right-of-use assets associated with operating leases are included in Operating lease right-of-use assets, net on the Company's consolidated balance sheets. Current and long-term portions of lease liabilities related to operating leases are included in Operating lease liabilities - current and Operating lease liabilities - non-current on the Company's consolidated balance sheets. As of December 31, 2022, the Company has six leased properties, representing 87,030 square feet of office space located in the United States. In assessing our real estate operating leases and determining the lease liability, we were not able to readily determine the discount rate implicit in the lease arrangements, and thus used the lease commencement date and determined the incremental borrowing rate range between 3.40% and 4.23% for the leases on a collateralized basis to calculate the present value of the lease payments. Our operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of the remaining lease payments at the discount rate. Certain adjustments to the right-of-use asset may be required for items such as incentives received, initial direct cost, and prepaid lease payments. The Company's right-of-use assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs less any lease incentives received. Additionally, certain amounts related to our lease arrangements that were previously reported as part of our lease abandonment reserve have been reflected as impairment reducing the Operating lease right-of-use assets, net on the company’s consolidated balance sheets. The Company has no finance leases . Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. Certain of the Company's lease agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses. If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense over the contract's estimated lease term, including any renewal option periods that the Company may deem reasonably certain to be exercised. The majority of the Company's lease agreements have certain termination rights that provide for cancellation after a notice period and multiple renewal options at the Company's option. The Company includes renewal option periods in its calculation of the estimated lease term when it determines that the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. Although certain renewal periods are included in the estimated lease term, the Company would have the ability to terminate or elect to not renew a particular lease if business conditions warrant such a decision. For additional information on leases, see Note 9. Leases .
Goodwill and intangible assets	Goodwill and intangible assets We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of net assets acquired and the related Goodwill and Intangible assets. 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 flows, discount rates, asset lives and market multiples. We review Goodwill as of December 31 each year and whenever events or significant changes in circumstances indicate that the carrying value may not be recoverable. We evaluate the recoverability of Goodwill at the reporting unit level. For the year ended December 31, 2022, the result of our annual impairment test indicated that there were no Goodwill impairment indicators, as the carrying value of the reporting units exceeded their fair value. The fair value of each reporting unit for 2022 was estimated using a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data. The Company’s estimates of fair value are based upon projected cash flows, weighted average cost of capital and other inputs which are uncertain and involve significant judgments by management. We review Intangible assets with finite lives subject to amortization whenever events or circumstances indicate that a carrying amount of an asset may not be recoverable. We evaluate the recoverability of Intangible assets at the asset group level. Recoverability of these assets is determined by comparing the carrying value of these assets to the estimated undiscounted future cash flows expected to be generated by these asset groups. These asset groups are impaired when their carrying value exceeds their fair value. Impaired Intangible assets with finite lives subject to amortization are written down to their fair value with a charge to expense in the period the impairment is identified. Intangible assets with finite lives are amortized on a straight-line basis with estimated useful lives generally between one and nine years. Events or circumstances that might require impairment testing include the loss of a significant client, the identification of other impaired assets within a reporting unit, loss of key personnel, the disposition of a significant portion of a reporting unit, significant decline in stock price or a significant adverse change in business climate or regulations. The Company determined that the recent economic downturn and inflation, along with the Company’s revenue reduction and decreased stock market price were indicators of impairment under ASC 360-10, Impairment and Disposal of Long-Lived Assets for certain asset groups during 2022. As a result, the Company calculated the fair value of the finite-lived intangible assets. Intangible assets included technology, brand, and customer relationships. The fair value of technology was determined using the Multi Period Excess Earnings Approach; fair value of the customer relationships was determined using the Excess Earnings Method; and fair value of the brand was determined using the Relief from Royalty Method. As a result, of the fair value being lower than the carrying value for certain assets, the Company recorded impairment loss of $0.9 million and $20.7 million to Intangible assets which are in asset groups included in Brand Direct and Marketplace reporting units, respectively, for the year ended December 31, 2022. Determining fair value requires the use of estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating profit margins, royalty rates, weighted average costs of capital, terminal growth rates, future market share, the impact of new product development, and future market conditions, among others. The Company recognizes a Goodwill impairment charge for the amount by which the carrying value of Goodwill exceeds the reporting unit’s fair value. Intangible assets with finite lives are amortized based on the estimated consumption of the economic benefit over their estimated useful lives. For additional information on Goodwill and Intangibles assets, see Note 6. Goodwill and Intangible Assets .
Contingencies and Contingent consideration	Contingencies The Company is subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. An estimated liability is recorded for those proceedings and claims when the loss from such proceedings and claims becomes probable and reasonably estimable. Outstanding claims are reviewed with internal and external counsel to assess the probability and the estimates of loss, including the possible range of an estimated loss. The risk of loss is reassessed each period and as new information becomes available, liabilities are adjusted as appropriate. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position but could possibly be material to the consolidated results of operations or cash flows for any one period. Contingent consideration The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. Since the Company’s contingent consideration can be paid in cash or DMS Class A Common Stock, at the election of the Company, the Company classifies its contingent consideration as a liability. Contingent consideration payments related to acquisitions are measured at fair value at each reporting period using Level 3 unobservable inputs. The Company’s estimates of fair value are based upon projected cash flows, estimated volatility and other inputs which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in income from operations in the consolidated statements of operations.
Acquisitions	Acquisitions Under the acquisition method of accounting, the Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities are recorded as goodwill. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. As a result, actual results may differ from these estimates. During the measurement period, the Company may record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings. At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company also measures the fair values of all non-contractual contingencies if, as of the acquisitions date, it is more likely than not that the contingencies will give rise to assets or liabilities. Acquisition related costs not considered part of the considerations are expensed as incurred and recorded in Acquisition costs within the consolidated statement of operations.
Fair value measurement	Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In most cases, the exit price and transaction (or entry) price will be the same at initial recognition. In the Company’s case, the fair value of financial instruments approximates fair value. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability. • Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities. • Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. • Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability.
Private Placement Warrants Liabilities	The Company Private Placement Warrants are not redeemable by the Company so long as they are held by Sponsor or its permitted transferees. Sponsor, or its permitted transferees, has the option to exercise the Company Private Placement Warrants on a cashless basis. Except for the forgoing, the Company Private Placement Warrants have terms and provisions that are identical to those of the Company Public Warrants. If the Company Private Placement Warrants are held by holders other than Sponsor or its permitted transferees, the Company Private Placement Warrants will be redeemable by Company and exercisable by the holders on the same basis as the Company Public Warrants. See Note 11. Equity for description of the Public Warrants’ terms. Because the Company’s Private Placement Warrants contain provisions whereby the settlement amount varies depending upon the characteristics of the warrant holder, they meet the definition of a derivative under ASC 815, Derivatives and Hedging . The Private Placement Warrants are recorded as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date. The Company estimates the Private Placement Warrants fair value using a Black-Scholes-Merton option pricing model using a combination of the historical share price volatility of the Company’s and other similar companies’ share prices and the implied volatility of the public warrants, market price and exercise price and the remaining life of the Private Placement Warrants.
Advertising costs	Advertising costsAll advertising, promotional and marketing costs are expensed when incurred.
Stock-based compensation	Stock-based compensation is measured using the grant-date fair value of the award of equity instruments, including stock options and restricted stock units (“RSUs”). The expense is recognized over the requisite service period and forfeitures are recognized as incurred. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for Stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility in the fair market value of the Company’s common stock, a risk-free interest rate and expected dividends. The Company uses the simplified calculation of expected life as the contractual term for options of 10 years is longer than the Company has been publicly traded. The Company does not have enough historical perspective to estimate the volatility of its publicly traded shares in regards to the valuation of its stock options awarded to employees. The Company’s common stock began trading on April 20, 2018; no cash dividends have been declared since that time, and we do not anticipate paying cash dividends in the foreseeable future. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution. three
Income taxes	Income taxes The Company accounts for income taxes using the asset and liability method. Under this method, DTAs and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of DTAs, management considers whether it is more-likely-than-not that the DTAs will be realized. A valuation allowance will be recorded to reduce DTAs to an amount that is anticipated to be realized on a more likely than not basis. DTAs and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on DTAs and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. DMSH, the Company’s accounting predecessor, is a limited liability company treated as a partnership for U.S. federal income tax purposes and is not subject to entity-level U.S. federal income tax, except with respect to UE, which was acquired in November 2019. Because UE Authority, Co (“UE”) is treated as a corporation for U.S. federal income tax purposes, it is subject to entity-level U.S. federal income tax. As a result of the Business Combination, Blocker’s allocable share of earnings from DMSH is also subject to U.S. federal and state and local income taxes. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of the Business Combination, the Company recorded DTAs and Income tax receivable of $20.1 million and $0.2 million, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional paid-in capital of $4.0 million in the consolidated balance sheets. (See Not e 12. Related Party Transactions and Note 14. Income Taxes ). Valuation allowances for Deferred tax assets We establish an income tax valuation allowance when available evidence indicates that it is more likely than not that all or a portion of a deferred tax asset (“DTA”) will not be realized. In assessing the need for a valuation allowance, we consider the amounts and timing of expected future deductions or carryforwards and sources of taxable income that may enable utilization. We maintain an existing valuation allowance until enough positive evidence exists to support its reversal. Changes in the amount or timing of expected future deductions or taxable income may have a material impact on the level of income tax valuation allowances. Our assessment of the realizability of the DTA requires judgment about its future results. Inherent in this estimation is the requirement for us to estimate future book and taxable income and possible tax planning strategies. These estimates require us to exercise judgment about our future results, the prudence and feasibility of possible tax planning strategies, and the economic environment in which the Company does business. It is possible that the actual results will differ from the assumptions and require adjustments to the allowance. Adjustments to the allowance would affect future net income. (See Note 14. Income Taxes ).
Earnings per share	Earnings per shareBasic earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc., adjusted for the assumed exchange of all potentially dilutive securities, including the Private Placement Warrants’ fair value adjustments recognized in earnings, by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive securities, to the extent their inclusion is dilutive to 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.
New Accounting Standards	New Accounting Standards Accounting Standards Recently Adopted In February 2016, the FASB issued authoritative guidance ASC 842, 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. 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. We adopted 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, not restate comparative period financial information for the effects of ASC 842, and not make the new required lease disclosures in comparative periods beginning before the effective date. We elected the package of practical expedients permitted under the transition guidance of the new standards, which allowed us to not reassess whether any expired or existing contracts contain leases, allowed us to carry forward the historical lease classification and permitted us to exclude from our assessment initial direct costs for any existing leases. We also made accounting policy elections to exclude leases with an initial term of twelve months or less from our transition adjustment and not to combine both the lease and non-lease components as a single component and account for it as a lease. We adopted this standard in the last fiscal quarter of 2022, with an effective date of January 1, 2022, and we recorded Operating lease liabilities of $6.3 million and Operating leases right-of-use assets of $3.6 million, which is net of lease impairments of $2.5 million. Due to the recognition of the lease liability and a corresponding ROU asset, the new lease standard had a material impact on the Company's consolidated balance sheets, though the adoption’s impact on the Company's consolidated statements of operations or consolidated statements of cash flows was not material. Additionally, the adoption had no impact on the Company's operating practices, cash flows, contractual arrangements, or debt agreements (including compliance with any applicable covenants). Additionally, certain amounts related to our lessee arrangements that were previously reported as part of our lease abandonment reserve have been reflected as impairment reducing Operating lease right-of-use assets, net on the Company's consolidated balance sheets. (See Note 9. Leases) . In September 2017, the FASB issued authoritative guidance on research and development costs in accordance with ASC 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred beginning with tax years ending after December 31, 2021. We have adopted this standard effective tax year beginning January 1, 2022. Our internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. Accounting Standards Not Yet Adopted The Company qualifies as an EGC and has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In June 2016, the FASB issued authoritative guidance on accounting for credit losses on financial instruments in accordance with ASC 326, Financial Instruments - Credit Losses , including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a Current Expected Credit Loss (“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 EGC fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This guidance is applicable to the Company beginning with its 2023 first quarter. Management expects the adoption to have an immaterial impact on the consolidated financial statements.

Revenue (Tables)

Revenue (Tables)	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	The following tables presents the disaggregation of revenue by reportable segment and type of service (in thousands): Year Ended December 31, 2022 Brand Direct Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 198,873 $ 216,385 $ — $ (39,284) $ 375,974 Managed services 5,367 — 4,814 — 10,181 Software services — — 4,993 — 4,993 Total Net revenue $ 204,240 $ 216,385 $ 9,807 $ (39,284) $ 391,148 Year Ended December 31, 2021 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 244,942 $ 224,158 $ — $ (59,650) $ 409,450 Managed services 8,845 — 6,471 — 15,316 Software services — — 3,169 — 3,169 Total Net revenue $ 253,787 $ 224,158 $ 9,640 $ (59,650) $ 427,935

Reportable Segments (Tables)

Reportable Segments (Tables)	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Reconciliation of Operations of Segments	The following tables are a reconciliation of the operations of our segments to (loss) income from operations (in thousands): Years Ended December 31, 2022 2021 Net revenue $ 391,148 $ 427,935 Brand Direct 204,240 253,787 Marketplace 216,385 224,158 Technology Solutions 9,807 9,640 Intercompany eliminations (39,284) (59,650) Cost of revenue (exclusive of depreciation and amortization) 287,820 303,025 Brand Direct 161,445 195,488 Marketplace 164,226 163,637 Technology Solutions 1,433 3,550 Intercompany eliminations (39,284) (59,650) Gross profit (exclusive of depreciation and amortization) 103,328 124,910 Brand Direct 42,795 58,299 Marketplace 52,159 60,521 Technology Solutions 8,374 6,090 Salaries and related costs 49,872 48,014 General and administrative expenses 41,878 40,040 Depreciation and amortization 28,242 25,401 Impairment of intangible assets 21,570 — Acquisition costs 1,650 1,967 Change in fair value of contingent consideration liabilities 2,583 1,106 (Loss) income from operations $ (42,467) $ 8,382

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT AND EQUIPMENT	The following table presents major classifications of property and equipment and the related useful lives (in thousands, except useful lives): Years Ended December 31, Useful Lives 2022 2021 Computers and office equipment 3 years $ 2,207 $ 2,467 Furniture and fixtures 5 years 321 437 Leasehold improvements 7 years 337 385 Software development costs 3 years 34,971 28,272 Total 37,836 31,561 Less: Accumulated depreciation and amortization (20,134) (12,393) Property and equipment, net $ 17,702 $ 19,168

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in the carrying value of Goodwill, by reporting segment, were as follows (in thousands): Brand Direct Marketplace Technology Solutions Total Balance, January 1, 2021 $ 8,616 $ 32,660 $ 3,628 $ 44,904 Additions (Note 7) 9,760 21,894 — 31,654 Balance, December 31, 2021 18,376 54,554 3,628 76,558 Additions (Note 7) — — 735 735 Miscellaneous changes (55) — — (55) Balance, December 31, 2022 $ 18,321 $ 54,554 $ 4,363 $ 77,238
Schedule of Finite-Lived Intangible Assets	Finite-lived Intangible assets, net consisted of the following (in thousands): December 31, 2022 Amortization Gross Accumulated Impairment Net Technology 3 to 5 $ 54,316 $ (39,411) $ (5,933) $ 8,972 Customer relationships 2 to 9 49,423 (21,205) (12,387) 15,831 Brand 1 to 7 12,169 (6,233) (3,250) 2,686 Non-competition agreements 3 1,898 (1,868) — 30 Total $ 117,806 $ (68,717) $ (21,570) $ 27,519 December 31, 2021 Amortization Gross Accumulated Net Technology 3 to 5 $ 51,946 $ (29,929) $ 22,017 Customer relationships 2 to 9 49,273 (13,076) 36,197 Brand 1 to 7 12,109 (4,575) 7,534 Non-competition agreements 3 1,898 (1,418) 480 Total $ 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): 2023 2024 2025 2026 2027 Amortization expense $ 13,244 $ 7,785 $ 3,815 $ 2,490 $ 185

Acquisitions (Tables)

Acquisitions (Tables)	12 Months Ended
	Dec. 31, 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 $ 291 $ 735 Intangible Assets: Technology $ 2,500 $ (30) $ 2,470 Customer relationships $ 50 $ — $ 50 Brand $ 59 $ 1 $ 60 Non-competition agreements $ 3 $ (3) $ — Contingent consideration liability $ 428 $ 3 $ 431 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 21,894 735 Technology 4 to 5 3,900 — 2,470 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 60 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 $ 3,598 ____________________ (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 consolidated statements of operations for the periods indicated subsequent to the acquisition date in the period of acquisition (in thousands): Year Ended December 31, 2022 Traverse Net revenue $ 1,846 Net income from operations $ 489 Year Ended December 31, 2021 AAP Crisp Results Net revenue $ 21,083 $ 25,637 Net (loss) from operations $ (4,661) $ (1,042)
Pro Forma Information	The following pro forma financial information represents the consolidated financial information as if the acquisitions had been included in our consolidated results beginning on the first day of the fiscal year prior to their respective acquisition dates (in thousands): Year Ended December 31, 2022 (unaudited) DMS Traverse Pro Forma Net revenue $ 391,148 $ 999 $ 392,147 Net (loss) from operations $ (42,467) $ (417) $ (42,884) Year Ended December 31, 2021 (unaudited) DMS AAP Crisp Results Traverse Pro Forma Net revenue $ 427,935 $ 2,465 $ 8,284 $ 2,614 $ 441,298 Net income from operations $ 8,382 $ 457 $ 2,296 $ 47 $ 11,182

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	The following table presents the components of outstanding debt (in thousands): December 31, 2022 December 31, 2021 Term loan $ 221,625 $ 223,875 Revolving credit facility 40,000 — Total debt 261,625 223,875 Less: Unamortized debt issuance costs (1) (4,802) (6,120) Debt, net 256,823 217,755 Less: Current portion of long-term debt (2,250) (2,250) Long-term debt $ 254,573 $ 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 December 31, 2022 (in thousands): 2023 $ 2,250 2024 2,250 2025 2,250 2026 254,875 Total debt $ 261,625

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Operating Lease Maturity	The following table summarizes the maturities of undiscounted cash flows of operating lease liabilities reconciled to total lease liability as of December 31, 2022 (in thousands): Years Ended December 31, Lease Amounts 2023 $ 2,175 2024 1,851 2025 546 Total 4,572 Less: Imputed interest (165) Present value of operating lease liabilities $ 4,407
Operating Leases Cost	The following table represents the Company’s aggregate lease costs, by lease classification (in thousands): Category Statement of Operations Location December 31, 2022 Operating lease costs General and administrative expenses $ 1,228 Short-term lease costs General and administrative expenses 263 Sub-lease income General and administrative expenses (586) Total lease costs, net $ 905

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurement Inputs and Valuation Techniques	The significant assumptions were as follows: December 31, 2022 Private Placement Warrants Fair Value Per Share $ 0.15 Private Placement Warrant valuation inputs: Stock price - DMS Inc. Class A Common Stock $ 1.34 Strike price - DMS Inc. Class A Common Stock $ 11.50 Remaining contractual term in years 2.54 Estimated volatility 90.0 % Dividend yield 0.0 % Risk free interest rate 4.26 % Aimtell / PushPros Revenue Volatility 25 % Iteration (actual) 100,000 Risk adjustment discount rate 10.50 % Risk free / Credit risk 12.00 % Days gap from period end to payment 90 Traverse CYE2023 Earnout Successful Probability 95.0 % Risk free / Credit risk 12.00 % 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): December 31, 2022 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Private Placement Warrant liabilities $ — $ — $ 600 $ 600 Contingent consideration - Aramis Contingent consideration payable - current — — 1,000 1,000 Contingent consideration - Traverse Contingent consideration payable - current — — 453 453 Total $ — $ — $ 2,053 $ 2,053 December 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Private Placement Warrant liabilities $ — $ — $ 3,960 $ 3,960 Contingent consideration - Crisp Results Contingent consideration payable - current — — 7,370 7,370 Contingent consideration - Aramis Contingent consideration payable - non-current — — 915 915 Contingent consideration - Aimtell/PushPros Contingent consideration payable - non-current — — 154 154 Total $ — $ — $ 12,399 $ 12,399
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, January 1, 2021 $ 22,080 $ — Additions — 7,333 Changes in fair value (18,115) 1,106 Settlements (5) — Balance, December 31, 2021 3,960 8,439 Additions — 431 Changes in fair value (3,360) 2,583 Settlements — (10,000) Balance, December 31, 2022 $ 600 $ 1,453

Equity (Tables)

Equity (Tables)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Schedule of Stockholders Equity	The following table sets forth the Company’s common stock by class at December 31, 2022: December 31, 2022 December 31, 2021 Class Total Shares Ownership % Total Shares Ownership % Class A Common Stock 39,956,708 60.9% 36,225,611 58.5% Class B Common Stock 25,699,464 39.1% 25,699,464 41.5% Total Common Stock 65,656,172 100% 61,925,075 100% The following table summarizes the ownership interest in DMSH as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Interests Ownership % Interests Ownership % Number of Interests held by DMS, Inc. 39,956,708 60.9% 36,225,611 58.4% Number of Interests held by non-controlling interests holders 25,699,464 39.1% 25,853,152 41.6% Total Interests Outstanding 65,656,172 100.0% 62,078,763 100.0% The following table summarizes the effects of changes in ownership in DMS, Inc. on our equity during the years ended December 31, 2022 and 2021 (in thousands): Years Ended December 31, 2022 2021 Net (loss) income attributable to Digital Media Solutions, Inc. $ (31,952) $ 2,202 Transfers to (from) non-controlling interests due to: Shares issued in connection with the Crisp Earnout (Note 7) (4,757) (1,960) Shares issued in connection with acquisition of Aramis, PushPros and Aimtell (Note 7) — (1,589) Exercise of warrants to issue Class A common stock — (1) Prism shares redeemed and issued to Class A Common Stock — (369) SmarterChaos DMSH units redeemed and issued to Class A Common Stock (245) (189) Stock-based compensation - Vested & Exercised (1,156) (602) Treasury stock purchased under the 2020 Omnibus Incentive Plan 219 — Net transfers (from) non-controlling interests (5,939) (4,710) Change from net income attributable to DMS Inc. shareholders and transfers (from) non-controlling interests $ (37,891) $ (2,508)

Employee and Director Incenti_2

Employee and Director Incentive Plans (Tables)	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Nonvested Restricted Stock Shares Activity	The following table presents the restricted stock units activity for the years ended December 31, 2022 and 2021 (in thousands, except price per share): Number of Restricted Stock Weighted-Average Grant Date Fair Value Outstanding at January 1, 2021 1,197 $ 7.31 Granted 1,084 8.43 Vested 490 7.59 Forfeited/Canceled 350 8.11 Outstanding at December 31, 2021 1,441 $ 7.98 Granted 1,141 $ 2.71 Vested 713 7.70 Forfeited/Canceled 362 5.45 Outstanding at December 31, 2022 1,507 $ 4.73 Vested as of December 31, 2022 1,216 $ 7.62
Share-Based Payment Arrangement, Option, Activity	The following table presents the stock option activity for the years ended December 31, 2022 and 2021 (in thousands, except price per share): Number of Stock Options Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in Years) Total Intrinsic Value of Restricted Stock Options Exercisable Outstanding at January 1, 2021 551 $ 3.34 5.9 years $ — Granted 1,706 4.14 6.1 years — Exercised — — — — Forfeited/expired 179 4.07 6.1 years — Outstanding at December 31, 2021 2,078 $ 3.92 6.1 years $ — Granted — $ — — $ — Exercised — — — — Forfeited/expired 240 8.36 — — Outstanding at December 31, 2022 1,838 $ 3.35 6.8 years $ — Exercisable at December 31, 2022 596 $ 8.13 6.8 years $ 4,835

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Components of Income Tax Expense (Benefit)	The (benefit) provision for income taxes consist of the following (in thousands): Years Ended December 31, 2022 2021 Current: Federal $ 73 $ 2,539 State (70) 307 Foreign — 26 Total Current 3 2,872 Deferred: Federal (3,466) 12,848 State (642) 3,591 Total Deferred (4,108) 16,439 (Benefit) provision for income taxes $ (4,105) $ 19,311
Schedule of Effective Income Tax Rate Reconciliation	The (benefit) provision for income taxes shown above varies from the statutory federal income tax rate for those periods as follows (in thousands): Years Ended December 31, 2022 2021 Tax (benefit) provision from federal statutory rate $ (11,888) $ 5,356 Tax on income not subject to entity level federal income tax 4,085 1,074 State income taxes, net of federal tax effect (1,639) (817) Change in fair value of warrant liabilities (705) (3,804) Other permanent adjustments (176) (3,211) Permanent adjustments - Tax Receivable Agreement 26 (36) True-ups and other (2,343) (919) Research and development credit (250) — Foreign tax credit — 63 Undistributed earnings 171 529 Canadian tax expense — 26 Valuation allowance 8,857 21,240 Tax credits (243) (190) Tax (benefit) provision $ (4,105) $ 19,311
Schedule of Deferred tax assets and Liabilities	Deferred tax assets and liabilities are composed of the following (in thousands): Years Ended December 31, 2022 2021 Deferred tax assets: Investment in DMS Holdings LLC $ 34,137 $ 29,066 Reserve accruals 156 418 Charitable contributions 18 11 Interest carryforward 5,131 2,562 Tax credit carryforwards 1,013 190 Property and equipment (7) 42 Operating lease liabilities 343 — Net operating loss 2,863 1,808 Total gross deferred tax assets 43,654 34,097 Less: Valuation allowance (41,829) (32,970) Total deferred tax assets, net 1,825 1,127 Deferred tax liabilities: Intangibles (1,295) (4,561) Operating lease right-of-use assets (119) — Undistributed earnings (1,523) (1,352) Total deferred tax liabilities (2,937) (5,913) Net deferred tax liabilities $ (1,112) $ (4,786)

Earnings Per Share (Tables)

Earnings Per Share (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted (loss) earnings per share of Class A common stock: Years Ended December 31, 2022 2021 Numerator: Net (loss) income $ (52,500) $ 6,193 Net (loss) income attributable to non-controlling interest (20,548) 3,991 Net (loss) income attributable to Digital Media Solutions, Inc.- basic and diluted $ (31,952) $ 2,202 Denominator: Weighted average shares - basic 38,252 35,249 Add: dilutive effects of equity awards under the 2020 Omnibus Incentive Plan 27 389 Add: dilutive effects of public warrants — 126 Weighted average shares - diluted 38,279 35,764 Net (loss) earnings per common share: Basic and diluted $ (0.84) $ 0.06

Business, Basis of Presentati_3

Business, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands		12 Months Ended
	Jan. 01, 2022 USD ($)	Dec. 31, 2022 USD ($) ft² property	Dec. 31, 2022 USD ($) ft² property	Dec. 31, 2022 USD ($) ft² property segment	Dec. 31, 2022 USD ($) ft² property	Dec. 31, 2022 USD ($) ft² segement property	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Number of reportable segments				3		3
Additional paid-in capital		$ (14,054)	$ (14,054)	$ (14,054)	$ (14,054)	$ (14,054)	$ (25,239)
Allowance for credit loss		$ 4,656	4,656	$ 4,656	$ 4,656	$ 4,656	4,930
Provision for bad debt			$ 1,800				4,800
Number of properties under lease properties agreement | property		6	6	6	6	6
Properties under lease properties agreement, rental area | ft²		87,030,000	87,030,000	87,030,000	87,030,000	87,030,000
Impairment		$ 21,570	$ 21,570	$ 21,570	$ 21,570	$ 21,570
Impairment of intangible assets			21,570				0
Advertising expense			$ 10,600				11,300
Contract period		10 years
Refund of preclosing taxes to be paid to Sellers		100%	100%	100%	100%	100%
Refund of preclosing taxes to be paid to Sellers, period after closing		2 years
Tax Receivable Agreement liability		$ 164	$ 164	$ 164	$ 164	$ 164	1,310
Operating lease liabilities	$ 6,300	4,407	4,407	4,407	4,407	4,407
Operating lease right-of-use assets, net	3,600	2,187	2,187	2,187	2,187	2,187	$ 0
Net of lease impairments	$ 2,500
Marketplace
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Impairment		$ 20,700	20,700	$ 20,700	$ 20,700	$ 20,700
Impairment of intangible assets			$ 900
Minimum
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Term of lease		5 years	5 years	5 years	5 years	5 years
Borrowing interest rate					3.40%
Minimum | Restricted Stock Units (RSUs)
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Continuous service period		3 years
Maximum
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Term of lease		7 years	7 years	7 years	7 years	7 years
Borrowing interest rate					4.23%
Maximum | Restricted Stock Units (RSUs)
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Continuous service period		4 years
Blocker Corp
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Additional paid-in capital		$ 4,000	$ 4,000	$ 4,000	$ 4,000	$ 4,000
Deferred tax asset		20,100	20,100	20,100	20,100	20,100
Income taxes receivable		200	200	200	200	200
Tax Receivable Agreement liability		$ 16,300	$ 16,300	$ 16,300	$ 16,300	$ 16,300
DMSH | DMSH
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Equity method investment, ownership percentage		60.90%	60.90%	60.90%	60.90%	60.90%	58.40%
Sellers | DMSH
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners		39.10%	39.10%	39.10%	39.10%	39.10%
Revision of Prior Period, Adjustment
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Deferred tax assets								$ 2,100
Tax receivable agreement liability								1,800
Additional paid-in capital								$ 300

Business Combination (Details)

Business Combination (Details) $ in Thousands			12 Months Ended
	Oct. 22, 2020 shares	Jul. 15, 2020 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Payments to acquire business | $			$ 2,502	$ 25,129
Repayments of debt | $			$ 2,250	$ 200,977
Unit redemption rights ratio			1
Refund of preclosing taxes to be paid to Sellers			100%
Refund of preclosing taxes to be paid to Sellers, period after closing			2 years
Blocker Corp
Business Acquisition [Line Items]
Cash acquired from acquisition | $		$ 30,000
Unit redemption rights ratio		1
Leo
Business Acquisition [Line Items]
Warrants issued (in shares)		2,000,000
Class A Common Stock | Leo | IPO
Business Acquisition [Line Items]
Warrants issued (in shares)		10,000,000
Line of Credit | DMSH
Business Acquisition [Line Items]
Repayments of debt | $		$ 10,000
PIPE Investors | Class A Common Stock
Business Acquisition [Line Items]
Common stock, subscribed (in shares)		10,424,282
Sale of stock consideration received | $		$ 100,000
Blocker Corp
Business Acquisition [Line Items]
Payments to acquire business | $		$ 57,300
Other ownership interests, units outstanding (in shares)		32,293,793
Blocker Corp | Class A Common Stock
Business Acquisition [Line Items]
Shares issued (in shares)	98,783
Warrants issued (in shares)		2,000,000
Blocker Corp | Class B Common Stock
Business Acquisition [Line Items]
Shares issued (in shares)		25,857,070
Blocker Corp | Class C common stock
Business Acquisition [Line Items]
Shares issued (in shares)		17,937,954
Prism and Clairvest Direct Seller | DMSH
Business Acquisition [Line Items]
Economic ownership in company		44%
Prism and Clairvest Direct Seller | DMS
Business Acquisition [Line Items]
Voting ownership in the company		44%
Prism and Clairvest Direct Seller | Class B Common Stock
Business Acquisition [Line Items]
Other ownership interests, units outstanding (in shares)		25,857,070
Prism and Clairvest Direct Seller | Class B Common Stock | DMSH
Business Acquisition [Line Items]
Shares issued (in shares)	142,394

Revenue - Narrative (Details)

Revenue - Narrative (Details) - 12 months ended Dec. 31, 2022	segment	segement
Revenue from Contract with Customer [Abstract]
Number of reportable segments	3	3

Revenue - Disaggregation of Rev

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Net revenue	$ 391,148	$ 427,935
Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	204,240	253,787
Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	216,385	224,158
Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	9,807	9,640
Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(39,284)	(59,650)
Customer acquisition
Disaggregation of Revenue [Line Items]
Net revenue	375,974	409,450
Customer acquisition | Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	198,873	244,942
Customer acquisition | Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	216,385	224,158
Customer acquisition | Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Customer acquisition | Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	(39,284)	(59,650)
Managed services
Disaggregation of Revenue [Line Items]
Net revenue	10,181	15,316
Managed services | Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	5,367	8,845
Managed services | Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Managed services | Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	4,814	6,471
Managed services | Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Software services
Disaggregation of Revenue [Line Items]
Net revenue	4,993	3,169
Software services | Brand Direct
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Software services | Marketplace
Disaggregation of Revenue [Line Items]
Net revenue	0	0
Software services | Technology Solutions
Disaggregation of Revenue [Line Items]
Net revenue	4,993	3,169
Software services | Intercompany eliminations
Disaggregation of Revenue [Line Items]
Net revenue	$ 0	$ 0

Revenue - Additional Liabilitie

Revenue - Additional Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Contract with customer, liability	$ 1	$ 1.8
Customer1 | Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk	23.20%	13.50%

Reportable Segments (Details)

Reportable Segments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Net revenue	$ 391,148	$ 427,935
Cost of revenue (exclusive of depreciation and amortization)	287,820	303,025
Gross profit (exclusive of depreciation and amortization)	103,328	124,910
Salaries and related costs	49,872	48,014
General and administrative expenses	41,878	40,040
Depreciation and amortization	28,242	25,401
Impairment of intangible assets	21,570	0
Acquisition costs	1,650	1,967
Change in fair value of contingent consideration liabilities	2,583	1,106
(Loss) income from operations	(42,467)	8,382
Intercompany eliminations
Segment Reporting Information [Line Items]
Net revenue	(39,284)	(59,650)
Cost of revenue (exclusive of depreciation and amortization)	(39,284)	(59,650)
Brand Direct
Segment Reporting Information [Line Items]
Net revenue	204,240	253,787
Brand Direct | Operating Segments
Segment Reporting Information [Line Items]
Net revenue	204,240	253,787
Cost of revenue (exclusive of depreciation and amortization)	161,445	195,488
Gross profit (exclusive of depreciation and amortization)	42,795	58,299
Marketplace
Segment Reporting Information [Line Items]
Net revenue	216,385	224,158
Impairment of intangible assets	900
Marketplace | Operating Segments
Segment Reporting Information [Line Items]
Net revenue	216,385	224,158
Cost of revenue (exclusive of depreciation and amortization)	164,226	163,637
Gross profit (exclusive of depreciation and amortization)	52,159	60,521
Technology Solutions
Segment Reporting Information [Line Items]
Net revenue	9,807	9,640
Technology Solutions | Operating Segments
Segment Reporting Information [Line Items]
Net revenue	9,807	9,640
Cost of revenue (exclusive of depreciation and amortization)	1,433	3,550
Gross profit (exclusive of depreciation and amortization)	$ 8,374	$ 6,090

Property and Equipment - Classi

Property and Equipment - Classifications of Property and Equipment and the Related Useful Lives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total	$ 37,836	$ 31,561
Less: Accumulated depreciation and amortization	(20,134)	(12,393)
Property and equipment, net	$ 17,702	19,168
Computers and office equipment
Property, Plant and Equipment [Line Items]
Useful Lives	3 years
Total	$ 2,207	2,467
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful Lives	5 years
Total	$ 321	437
Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful Lives	7 years
Total	$ 337	385
Software development costs
Property, Plant and Equipment [Line Items]
Useful Lives	3 years
Total	$ 34,971	$ 28,272

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 8.4	$ 6.2
Unamortized balance of capitalized software development costs	16	16.7
Capitalized computer software, amortization	$ 7.4	$ 5.5

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 76,558	$ 44,904
Additions (Note 7)	735	31,654
Miscellaneous changes	(55)
Goodwill, ending balance	77,238	76,558
Brand Direct | Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	18,376	8,616
Additions (Note 7)	0	9,760
Miscellaneous changes	(55)
Goodwill, ending balance	18,321	18,376
Marketplace | Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	54,554	32,660
Additions (Note 7)	0	21,894
Miscellaneous changes	0
Goodwill, ending balance	54,554	54,554
Technology Solutions | Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning balance	3,628	3,628
Additions (Note 7)	735	0
Miscellaneous changes	0
Goodwill, ending balance	$ 4,363	$ 3,628

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Accumulated impairments	$ 0	$ 0
Amortization of intangible assets	19,700,000	19,100,000
Impairment of intangible assets	21,600,000
Impairment	21,570,000
Impairment of intangible assets	21,570,000	$ 0
Marketplace
Finite-Lived Intangible Assets [Line Items]
Impairment	20,700,000
Impairment of intangible assets	$ 900,000

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross	$ 117,806	$ 115,226
Accumulated Amortization	(68,717)	(48,998)
Impairment	21,570
Net	27,519	66,228
Technology
Finite-Lived Intangible Assets [Line Items]
Gross	54,316	51,946
Accumulated Amortization	(39,411)	(29,929)
Impairment	5,933
Net	$ 8,972	22,017
Technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	3 years
Technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	5 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross	$ 49,423	49,273
Accumulated Amortization	(21,205)	(13,076)
Impairment	12,387
Net	$ 15,831	36,197
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	2 years
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	9 years
Brand
Finite-Lived Intangible Assets [Line Items]
Gross	$ 12,169	12,109
Accumulated Amortization	(6,233)	(4,575)
Impairment	3,250
Net	$ 2,686	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	(1,868)	(1,418)
Impairment	0
Net	$ 30	$ 480

Goodwill and Intangible Asset_5

Goodwill and Intangible Assets - Amortization Expense (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 13,244
2024	7,785
2025	3,815
2026	2,490
2027	$ 185

Acquisitions - Additional Infor

Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands						2 Months Ended	3 Months Ended	12 Months Ended
	Jul. 01, 2022	May 10, 2022	Apr. 01, 2022	Apr. 01, 2021	Feb. 01, 2021	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Payments to acquire business								$ 2,502	$ 25,129
Issuance of equity for AAP and Crisp Results								10,000	35,000
Change in fair value of contingent consideration liabilities								2,583	1,106
Contingent consideration payable - non-current								$ 0	$ 1,069
Maximum | Technology
Business Acquisition [Line Items]
Expected useful life								5 years
Maximum | Customer relationships
Business Acquisition [Line Items]
Expected useful life									6 years
Maximum | Brand
Business Acquisition [Line Items]
Expected useful life									7 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						$ 431
Milestone period for contingent consideration		15 months
Expected useful life								5 years
Change in fair value of contingent consideration liabilities						$ 3
Goodwill, measurement period adjustment						$ 291
Traverse | Technology
Business Acquisition [Line Items]
Expected useful life		5 years						5 years
Traverse | Customer relationships
Business Acquisition [Line Items]
Expected useful life		5 years						5 years
Traverse | Brand
Business Acquisition [Line Items]
Expected useful life		3 years						3 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
Expected useful life								5 years 7 months 6 days
Payments to acquire business				$ 20,000
Equity issued to acquiree (in shares)				1,600
Issuance of equity for AAP 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
Crisp Results | Scenario, Adjustment | Fair Value Mark-to-Market Changes
Business Acquisition [Line Items]
Contingent consideration liability				$ 5,200
Crisp Results | Class A Common Stock
Business Acquisition [Line Items]
Shares issued in connection with acquisition (in shares)	2,990
Sale of stock price per unit (usd per share)	$ 3.3455
Crisp Results | Customer relationships
Business Acquisition [Line Items]
Expected useful life								6 years
Crisp Results | Brand
Business Acquisition [Line Items]
Expected useful life								7 years
Crisp Results | Maximum | Customer relationships
Business Acquisition [Line Items]
Expected useful life								6 years
Crisp Results | Maximum | Brand
Business Acquisition [Line Items]
Expected useful life								7 years
AAP
Business Acquisition [Line Items]
Consideration transferred					$ 20,000
Contingent consideration liability					2,100
Expected useful life								4 years
Payments to acquire business					$ 5,000
Equity issued to acquiree (in shares)					1,290
Issuance of equity for AAP and Crisp Results					$ 15,000
Change in fair value of contingent consideration liabilities								$ 1,000
Contingent consideration payable - non-current					$ 15,000
Earnout period					3 years
Goodwill, measurement period adjustment							$ 100
AAP | Technology
Business Acquisition [Line Items]
Expected useful life								4 years
AAP | Customer relationships
Business Acquisition [Line Items]
Expected useful life								4 years 1 month 6 days
AAP | Brand
Business Acquisition [Line Items]
Expected useful life								2 years 1 month 6 days
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	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	May 10, 2022	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill		$ 77,238	$ 76,558		$ 44,904
Change in fair value of contingent consideration liabilities		2,583	$ 1,106
Traverse
Business Acquisition [Line Items]
Goodwill		735		$ 444
Goodwill, measurement period adjustment	$ 291
Contingent consideration liability		431		428
Change in fair value of contingent consideration liabilities	3
Working capital accounts		284		(49)
Fair Value Mark-to-Market changes, Working capital accounts	333
Traverse | Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		2,470		2,500
Fair Value Mark-to-Market changes, Finite-lived intangible assets acquired	(30)
Traverse | Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		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		60		59
Fair Value Mark-to-Market changes, Finite-lived intangible assets acquired	1
Traverse | Non-competition agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 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		12 Months Ended
	May 10, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill		$ 77,238	$ 76,558	$ 44,904
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]
Expected Useful Life		5 years 7 months 6 days
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]
Expected Useful Life		6 years
Finite-lived intangible assets acquired			19,600
Crisp Results | Customer relationships | Maximum
Business Acquisition [Line Items]
Expected Useful Life		6 years
Crisp Results | Brand
Business Acquisition [Line Items]
Expected Useful Life		7 years
Finite-lived intangible assets acquired			7,400
Crisp Results | Brand | Maximum
Business Acquisition [Line Items]
Expected Useful Life		7 years
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	$ 444	735
Accounts receivable, net		276
Property and equipment		0
Accounts payable		(232)
Other assets acquired and liabilities assumed, net		7
Net assets and liabilities acquired		$ 3,598
Traverse | Technology
Business Acquisition [Line Items]
Expected Useful Life	5 years	5 years
Finite-lived intangible assets acquired	$ 2,500	$ 2,470
Traverse | Customer relationships
Business Acquisition [Line Items]
Expected Useful Life	5 years	5 years
Finite-lived intangible assets acquired	$ 50	$ 50
Traverse | Brand
Business Acquisition [Line Items]
Expected Useful Life	3 years	3 years
Finite-lived intangible assets acquired	$ 59	$ 60
Traverse | Non-competition agreements
Business Acquisition [Line Items]
Expected Useful Life		1 year
Finite-lived intangible assets acquired	$ 3	$ 0

Acquisitions - Net Revenue and

Acquisitions - Net Revenue and Net Income (Loss) Attributable to DMS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Traverse
Business Acquisition [Line Items]
Net revenue	$ 1,846
Net income (loss) from operations	$ 489
Aimtell, PushPros and Aramis
Business Acquisition [Line Items]
Net revenue		$ 21,083
Net income (loss) from operations		(4,661)
Crisp Results
Business Acquisition [Line Items]
Net revenue		25,637
Net income (loss) from operations		$ (1,042)

Acquisitions - Pro Forma Inform

Acquisitions - Pro Forma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Net revenue	$ 392,147	$ 441,298
Net (loss) income from operations	(42,884)	11,182
DMS
Business Acquisition [Line Items]
Net revenue	391,148	427,935
Net (loss) income from operations	(42,467)	8,382
AAP
Business Acquisition [Line Items]
Net revenue		2,465
Net (loss) income from operations		457
Crisp Results
Business Acquisition [Line Items]
Net revenue		8,284
Net (loss) income from operations		2,296
Traverse
Business Acquisition [Line Items]
Net revenue	999	2,614
Net (loss) income from operations	$ (417)	$ 47

Debt - Schedule of Debt (Detail

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 261,625	$ 223,875
Less: Unamortized debt issuance costs	(4,802)	(6,120)
Debt, net	256,823	217,755
Less: Current portion of long-term debt	(2,250)	(2,250)
Long-term debt	254,573	215,505
Term loan
Debt Instrument [Line Items]
Total debt	221,625	223,875
Revolving credit facility
Debt Instrument [Line Items]
Total debt	$ 40,000	$ 0

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($) $ in Thousands			12 Months Ended
	Dec. 29, 2022	Oct. 04, 2022	Dec. 31, 2022	Dec. 31, 2021	May 25, 2021
Debt Instrument [Line Items]
Proceeds from borrowings on revolving credit facilities			$ 40,000	$ 11,000
Unamortized debt issuance costs			4,802	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			3,000	3,700	4,200
Proceeds from borrowings on revolving credit facilities	$ 35,000	$ 5,000
Debt issuance costs, before amortization					3,500
Unamortized debt issuance costs			$ 1,800	2,400
Senior Secured Credit Facility | Line of Credit | Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount					$ 225,000
Discount as a percentage					1.80%
Discount amount					$ 4,200
Payment of original principal amount paid quarterly					1%
Effective rate			9.28%
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			0.30%
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
The Credit Facility | Line of Credit
Debt Instrument [Line Items]
Maximum net debt to EBITDA ratio			4.5

Debt - Debt Maturity Schedule (

Debt - Debt Maturity Schedule (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2023	$ 2,250
2024	2,250
2025	2,250
2026	254,875
Total debt	$ 261,625	$ 223,875

Leases - Operating Lease Maturi

Leases - Operating Lease Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Leases [Abstract]
2023	$ 2,175
2024	1,851
2025	546
Total	4,572
Less: Imputed interest	(165)
Present value of operating lease liabilities	$ 4,407	$ 6,300

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease, weighted average remaining lease term	1 year 3 months 18 days
Operating lease weighted average remaining discount rate	3.74%
Operating lease expense	$ 1,500	$ 1,000
Operating cash flows from operating leases	2,100
Sublease income	$ 586	$ 20

Leases - Operating Leases Cost

Leases - Operating Leases Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease costs	$ 1,228
Short-term lease costs	263
Sub-lease income	(586)	$ (20)
Total lease costs, net	$ 905

Leases - Operating_Right-Of-Use

Leases - Operating Right-Of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Operating Lease, Assets, Lessee [Abstract]
Operating lease right-of-use assets, net	$ 2,187	$ 3,600	$ 0
Operating Lease, Liabilities, Lessee [Abstract]
Operating lease liabilities - current	2,175		0
Operating lease liabilities - non-current	2,232		$ 0
Present value of operating lease liabilities	$ 4,407	$ 6,300

Leases - Operating Leases (Deta

Leases - Operating Leases (Details) - USD ($) $ in Millions		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		$ 2.1
Non-cash operating activities:
Reduction of lease asset due to impairment	$ 2.5

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - shares shares in Millions	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding (in shares)	10	10
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)	Dec. 31, 2022 yr $ / shares
Private Placement Warrants Fair Value Per Share
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	0.15
Stock price - DMS Inc. Class A Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	1.34
Strike price - DMS Inc. Class A Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs	11.50
Remaining contractual term in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement inputs | yr	2.54
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	0.0426

Fair Value Measurements - Conti

Fair Value Measurements - Contingent Consideration Assumptions (Details)	Dec. 31, 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	0.1050
Aimtell / PushPros | Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.1200
Aimtell / PushPros | Days gap from period end to payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	90
Traverse | Risk free / Credit risk
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration assumptions	0.1200
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	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	$ 600	$ 3,960
Contingent consideration payable - current	1,453	7,370
Contingent consideration payable - non-current	0	1,069
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	2,053	12,399
Fair Value, Recurring | Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	1,000
Contingent consideration payable - non-current		915
Fair Value, Recurring | Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	453
Fair Value, Recurring | Crisp Results
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current		7,370
Fair Value, Recurring | Aimtell / PushPros
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - non-current		154
Fair Value, Recurring | Private Placement Warrant liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrant liabilities	600	3,960
Fair Value, Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0	0
Fair Value, Recurring | Level 1 | Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0
Contingent consideration payable - non-current		0
Fair Value, Recurring | Level 1 | Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0
Fair Value, Recurring | Level 1 | Crisp Results
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current		0
Fair Value, Recurring | Level 1 | 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	0
Fair Value, Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0	0
Fair Value, Recurring | Level 2 | Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0
Contingent consideration payable - non-current		0
Fair Value, Recurring | Level 2 | Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	0
Fair Value, Recurring | Level 2 | Crisp Results
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current		0
Fair Value, Recurring | Level 2 | 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	0
Fair Value, Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	2,053	12,399
Fair Value, Recurring | Level 3 | Aramis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	1,000
Contingent consideration payable - non-current		915
Fair Value, Recurring | Level 3 | Traverse
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current	453
Fair Value, Recurring | Level 3 | Crisp Results
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration payable - current		7,370
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		154
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	$ 600	$ 3,960

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 8,439	$ 0
Additions	431	7,333
Changes in fair value	2,583	1,106
Settlements	(10,000)	0
Ending balance	1,453	8,439
Private Placement Warrant liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	3,960	22,080
Additions	0	0
Changes in fair value	(3,360)	(18,115)
Settlements	0	(5)
Ending balance	$ 600	$ 3,960

Equity - Additional Information

Equity - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 votingRight $ / shares shares	Dec. 31, 2021 shares	Jan. 17, 2022	Jun. 30, 2021
Class of Stock [Line Items]
Common stock authorized (in shares)	600,000,000
Common stock par value (usd per share) | $ / shares	$ 0.0001
Preferred stock, authorized (in shares)	100,000,000
Preferred stock par value (usd per share) | $ / shares	$ 0.0001
Common stock outstanding (in shares)	25,699,000
Voting rights per each share | votingRight	1
Preferred stock issued (in shares)	0	0
Warrant exercise price (usd per share) | $ / shares	$ 0.01
Warrants, term	5 years
Warrants outstanding (in shares)	10,000,000	10,000,000
Noncontrolling interest, percentage redeemeed			50%	50%
Class B Common Stock
Class of Stock [Line Items]
Antidilutive securities excluded (in shares)	25,699,464	25,700,000
Class A Common Stock
Class of Stock [Line Items]
Number of securities called by each warrant	1
Warrant exercise price (usd per share) | $ / shares	$ 11.50
Class A Common Stock
Class of Stock [Line Items]
Common stock authorized (in shares)	500,000,000
Common stock par value (usd per share) | $ / shares	$ 0.0001
Common stock outstanding (in shares)	39,956,708	36,225,611
Share price (usd per share) | $ / shares	$ 18
Class B Common Stock
Class of Stock [Line Items]
Common stock authorized (in shares)	60,000,000
Common stock par value (usd per share) | $ / shares	$ 0.0001
Common stock outstanding (in shares)	25,699,464	25,699,464
Class C common stock
Class of Stock [Line Items]
Common stock authorized (in shares)	40,000,000
Common stock par value (usd per share) | $ / shares	$ 0.0001
Common stock outstanding (in shares)	0
Equity conversion ratio	1

Equity - Authorized Capitalizat

Equity - Authorized Capitalization (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock outstanding (in shares)	25,699,000
Class A Common Stock
Class of Stock [Line Items]
Common stock outstanding (in shares)	39,956,708	36,225,611
Company Stock, Economic Ownership in Affiliate	60.90%	58.50%
Class B Common Stock
Class of Stock [Line Items]
Common stock outstanding (in shares)	25,699,464	25,699,464
Company Stock, Economic Ownership in Affiliate	39.10%	41.50%
Common Stock
Class of Stock [Line Items]
Common stock outstanding (in shares)	65,656,172	61,925,075
Company Stock, Economic Ownership in Affiliate	100%	100%

Equity - Noncontrolling Interes

Equity - Noncontrolling Interest (Details) - DMSH - shares	Dec. 31, 2022	Dec. 31, 2021
Noncontrolling Interest [Line Items]
Ownership, Including Noncontrolling Interests, Shares	65,656,172	62,078,763
Ownership Percentage, Including Noncontrolling Interests	1	1
Prism and Clairvest Direct Seller
Noncontrolling Interest [Line Items]
Noncontrolling interest, ownership by noncontrolling owners (in shares)	25,699,464	25,853,152
Noncontrolling interest, ownership percentage by noncontrolling owners	39.10%	41.60%
DMSH
Noncontrolling Interest [Line Items]
Noncontrolling interest, ownership by parent (in shares)	39,956,708	36,225,611
Noncontrolling interest, ownership percentage	60.90%	58.40%

Equity - Summary of Changes in

Equity - Summary of Changes in Ownership (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Net (loss) income		$ (52,500)	$ 6,193
Exercise of warrants to issue Class A common stock			17
Transfers
Class of Stock [Line Items]
Net (loss) income		(31,952)	2,202
Exercise of warrants to issue Class A common stock		0	(1)
Stock issued during period, conversion of convertible securities		(1,156)	(602)
Treasury stock purchased under the 2020 Omnibus Incentive Plan		219	0
Net transfers (from) non-controlling interests		(5,939)	(4,710)
Change from net income attributable to DMS Inc. shareholders and transfers (from) non-controlling interests		(37,891)	(2,508)
Crisp Results
Class of Stock [Line Items]
Shares issued in connection with acquisition		10,000	19,823
Crisp Results | Transfers
Class of Stock [Line Items]
Shares issued in connection with acquisition		(4,757)	(1,960)
Aramis, PushPros and Aimtell | Transfers
Class of Stock [Line Items]
Shares issued in connection with acquisition		0	(1,589)
Prism Data
Class of Stock [Line Items]
Stock issued during period, conversion of convertible securities			192
Prism Data | Transfers
Class of Stock [Line Items]
Shares issued in connection with acquisition		0	(369)
Smarter Chaos
Class of Stock [Line Items]
Shares issued in connection with acquisition	[1]	0
Stock issued during period, conversion of convertible securities	[2]		392
Smarter Chaos | Transfers
Class of Stock [Line Items]
Stock issued during period, conversion of convertible securities		$ (245)	$ (189)
[1]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.[2]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.

Related Party Transactions - Re

Related Party Transactions - Registration Rights (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Related Party Transactions [Abstract]
Shelf takedown, aggregate minimum amount	$ 20
Shelf takedown, period per incident	6 months

Related Party Transactions - Am

Related Party Transactions - Amended Partnership Agreement (Details) - Non-Blocker Members - Amended Partnership Agreement	12 Months Ended
	Dec. 31, 2022 shares
Related Party Transaction [Line Items]
Equity conversion ratio	1
Conversion, minimum units (in shares)	10,000

Related Party Transactions - Ta

Related Party Transactions - Tax Receivable Agreement (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Tax Receivable Agreement liability	$ 164	$ 1,310

Related Party Transactions - Pr

Related Party Transactions - Prism Incentive Agreement (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Nov. 30, 2020	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Payments to acquire business		$ 2,502	$ 25,129
Prism Data
Related Party Transaction [Line Items]
Payments to acquire business	$ 850
Loss contingency accrual		$ 2,000

Related Party Transactions - DM

Related Party Transactions - DMSH Member Tax Distributions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Tax distributions to members	$ 0	$ 200,000

Employee and Director Incenti_3

Employee and Director Incentive Plans - Additional Information (Details) - USD ($) $ in Millions							12 Months Ended
	Aug. 04, 2022	Jul. 01, 2022	Apr. 12, 2022	Oct. 27, 2021	Oct. 28, 2020	Jul. 15, 2020	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense							$ 6.7	$ 6.8
Contract period							10 years
Immediate recognition of expense								0.5
Employer discretionary contribution amount							$ 0.9	$ 0.9
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of securities called by each warrant							1
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense							$ 8.8
Weighted-average remaining period of RSUs							2 years 3 months 18 days
Shares granted (in shares)							1,141,000	1,084,000
Award vesting rights rate per year							33%
Fair value of vested restricted stock units							$ 9.3	$ 3.7
Accelerated number of shares (in shares)				34,000
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated number of shares (in shares)				32,000
Time-Based Vesting Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights rate per year							25%
Minimum | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Continuous service period							3 years
Maximum | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Continuous service period							4 years
Nonemployee Consultants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense							$ 0.2
Stock-based compensation fair value							$ 1.8
Nonemployee Consultants | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (in shares)							126,000
Nonemployee Consultants | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (in shares)							118,000
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 | 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		1,200,000
Continuous service period					3 years
2020 Omnibus Incentive Plan | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contract period						10 years
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
2020 Omnibus Incentive Plan | Director | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)					65,000
2020 Omnibus Incentive Plan | Minimum | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period						3 years
2020 Omnibus Incentive Plan | Maximum | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period						4 years

Employee and Director Incenti_4

Employee and Director Incentive Plans - RSU Activity (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Restricted Stock
Vested (in shares)	1,216
Weighted-Average Grant Date Fair Value
Vested, Weighted average grant date fair value (usd per share)	$ 7.62
Restricted Stock Units (RSUs)
Number of Restricted Stock
Beginning balance (in shares)	1,441	1,197
Granted (in shares)	1,141	1,084
Vested (in shares)	713	490
Forfeited/Canceled (in shares)	362	350
Ending balance (in shares)	1,507	1,441
Weighted-Average Grant Date Fair Value
Beginning balance, Weighted average grant date fair value (usd per share)	$ 7.98	$ 7.31
Granted, Weighted average grant date fair value (usd per share)	2.71	8.43
Vested, Weighted average grant date fair value (usd per share)	7.70	7.59
Forfeited/Canceled, Weighted average grant date fair value (usd per share)	5.45	8.11
Ending balance, Weighted average grant date fair value (usd per share)	$ 4.73	$ 7.98

Employee and Director Incenti_5

Employee and Director Incentive Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Total Intrinsic Value of Restricted Stock Options Exercisable
Total intrinsic value of stock options outstanding at beginning of period	$ 0	$ 0
Total intrinsic value of stock options granted	0	0
Total intrinsic value of stock options exercised	0	0
Total intrinsic value of stock options forfeited/expired	0	0
Total intrinsic value of stock options outstanding at end of period	0	$ 0	$ 0
Total intrinsic value of stock options exercisable	$ 4,835
Stock Options
Number of Stock Options
Beginning balance (in shares)	2,078	551
Granted (in shares)	0	1,706
Exercised (in shares)	0	0
Forfeited/expired (in shares)	240	179
Ending balance (in shares)	1,838	2,078	551
Exercisable (in shares)	596
Weighted-Average Grant Date Fair Value
Beginning balance (usd per share)	$ 3.92	$ 3.34
Granted (usd per share)	0	4.14
Exercised (usd per share)	0	0
Forfeited/expired (usd per share)	8.36	4.07
Ending balance (usd per share)	3.35	$ 3.92	$ 3.34
Exercisable (usd per share)	$ 8.13
Weighted-Average Remaining Contractual Term (in Years)
Outstanding (in years)	6 years 9 months 18 days	6 years 1 month 6 days	5 years 10 months 24 days
Granted (in years)		6 years 1 month 6 days
Forfeited/Expired (in years)		6 years 1 month 6 days
Exercisable (in years)	6 years 9 months 18 days

Income Taxes - (Benefit) Provis

Income Taxes - (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ 73	$ 2,539
State	(70)	307
Foreign	0	26
Total Current	3	2,872
Deferred:
Federal	(3,466)	12,848
State	(642)	3,591
Total Deferred	(4,108)	16,439
(Benefit) provision for income taxes	$ (4,105)	$ 19,311

Income Taxes - Tax Rate Reconci

Income Taxes - Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Tax (benefit) provision from federal statutory rate	$ (11,888)	$ 5,356
Tax on income not subject to entity level federal income tax	4,085	1,074
State income taxes, net of federal tax effect	(1,639)	(817)
Change in fair value of warrant liabilities	(705)	(3,804)
Other permanent adjustments	26	(3,211)
Permanent adjustments - Tax Receivable Agreement	(176)	(36)
True-ups and other	(2,343)	(919)
Research and development credit	(250)	0
Foreign tax credit	0	63
Undistributed earnings	171	529
Canadian tax expense	0	26
Valuation allowance	8,857	21,240
Tax credits	(243)	(190)
(Benefit) provision for income taxes	$ (4,105)	$ 19,311

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Examination [Line Items]
Tax credit carryforward	$ 1,000
Increase in valuation allowance	9,000
Current tax receivable agreement	164	$ 1,310
Domestic Tax Authority
Income Tax Examination [Line Items]
Operating loss carryforwards	10,000
State and Local Jurisdiction
Income Tax Examination [Line Items]
Operating loss carryforwards	$ 13,500
DMSH | DMSH
Income Tax Examination [Line Items]
Equity method investment, ownership percentage	60.90%	58.40%

Income Taxes - Deferred tax ass

Income Taxes - Deferred tax assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Investment in DMS Holdings LLC	$ 34,137	$ 29,066
Reserve accruals	156	418
Charitable contributions	18	11
Interest carryforward	5,131	2,562
Tax credit carryforwards	1,013	190
Property and equipment	(7)	42
Operating lease liabilities	343	0
Net operating loss	2,863	1,808
Total gross deferred tax assets	43,654	34,097
Less: Valuation allowance	(41,829)	(32,970)
Total deferred tax assets, net	1,825	1,127
Deferred tax liabilities:
Intangibles	(1,295)	(4,561)
Operating lease right-of-use assets	(119)	0
Undistributed earnings	(1,523)	(1,352)
Total deferred tax liabilities	(2,937)	(5,913)
Net deferred tax liabilities	$ (1,112)	$ (4,786)

Earnings Per Share - Reconcilia

Earnings Per Share - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net (loss) income	$ (52,500)	$ 6,193
Net (loss) income attributable to non-controlling interest	(20,548)	3,991
Net (loss) income attributable to Digital Media Solutions, Inc.- basic and diluted	$ (31,952)	$ 2,202
Denominator:
Weighted-average shares outstanding - basic (in shares)	38,252	35,249
Add: dilutive effects of equity awards under the 2020 Omnibus Incentive Plan (in shares)	27	389
Weighted-average shares outstanding - diluted (in shares)	38,279	35,764
Net (loss) earnings per common share:
Basic (usd per share)	$ (0.84)	$ 0.06
Diluted (usd per share)	$ (0.84)	$ 0.06
Public Warrant
Denominator:
Add: dilutive effects of warrants (in shares)	0	126

Earnings Per Share - Additional

Earnings Per Share - Additional Information (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class B Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	25,699,464	25,700,000
Private Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	4,000,000	4,000,000
Public Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	10,000,000
Stock Options
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	1,600,000	1,600,000
Restricted Stock Units (RSUs)
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	1,200,000	300,000
Performance Shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded (in shares)	400,000

Commitments and Contingencies -

Commitments and Contingencies - Narrative (Details)	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Unit redemption rights ratio	1

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Preferred stock value		$ 0	$ 0
Common stock par value (usd per share)		$ 0.0001
Subsequent Event
Subsequent Event [Line Items]
Debt instrument, face amount	$ 14,000
Percentage of original issue discount	10%
Proceeds from net of transaction costs	$ 13,100
Series A Preferred Stock | Subsequent Event
Subsequent Event [Line Items]
Sale of stock consideration received	80
Series B Preferred Stock | Subsequent Event
Subsequent Event [Line Items]
Sale of stock consideration received	$ 60
Class A Common Stock
Subsequent Event [Line Items]
Common stock par value (usd per share)		$ 0.0001
Class A Common Stock | Subsequent Event
Subsequent Event [Line Items]
Common stock par value (usd per share)	$ 0.6453
Convertible Debt | Subsequent Event
Subsequent Event [Line Items]
Preferred stock value	$ 15,500
Convertible Debt | Convertible Debenture | Subsequent Event
Subsequent Event [Line Items]
Debt instrument, face amount	6,000
ClickDealer | Subsequent Event
Subsequent Event [Line Items]
Consideration transferred	35,000
Contingent consideration liability	$ 10,000
Milestone period for contingent consideration	2 years

SCHEDULE II - VALUATION AND Q_2

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Details) - SEC Schedule, 12-09, Allowance, Credit Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 4,930	$ 3,121
Charge to Costs and Expenses	1,761	4,798
Deductions	2,035	2,989
Balance at End of Period	$ 4,656	$ 4,930