Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity Registrant Name | Digital Media Solutions, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-38393 | |
Entity Tax Identification Number | 98-1399727 | |
Entity Address, Address Line One | 4800 140th Avenue N. | |
Entity Address, Address Line Two | Suite 101 | |
Entity Address, City or Town | Clearwater | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33762 | |
City Area Code | 877 | |
Local Phone Number | 236-8632 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001725134 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | DMS | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 39,836,114 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,699,464 | |
Redeemable warrants to acquire Class A common stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants to acquire Class A common stock | |
Trading Symbol | DMS WS | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 13,999,078 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 26,370 | $ 26,394 |
Accounts receivable, net of allowances of $5,860 and $4,930, respectively | 46,545 | 51,578 |
Prepaid and other current assets | 1,188 | 3,698 |
Income tax receivable | 1,537 | 2,078 |
Total current assets | 75,640 | 83,748 |
Property and equipment, net | 18,152 | 19,168 |
Goodwill | 76,947 | 76,558 |
Intangible assets, net | 58,888 | 66,228 |
Deferred tax assets | 0 | 0 |
Other assets | 858 | 889 |
Total assets | 230,485 | 246,591 |
Current liabilities: | ||
Accounts payable | 40,684 | 42,073 |
Accrued expenses and other current liabilities | 9,912 | 9,473 |
Current portion of long-term debt | 2,250 | 2,250 |
Income taxes payable | 193 | 103 |
Tax Receivable Agreement liability | 1,310 | 1,310 |
Contingent consideration payable - current | 10,909 | 7,370 |
Deferred acquisitions consideration payable - current | 4,928 | 4,785 |
Total current liabilities | 70,186 | 67,364 |
Long-term debt | 215,089 | 215,505 |
Deferred tax liabilities | 4,001 | 4,786 |
Private Placement Warrant liabilities | 480 | 3,960 |
Contingent consideration payable - non-current | 494 | 1,069 |
Other non-current liabilities | 1,754 | 1,725 |
Total liabilities | 292,004 | 294,409 |
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value, 100,000 shares authorized; none issued and outstanding at June 30, 2022 | 0 | 0 |
Additional paid-in capital | (22,313) | (25,239) |
Cumulative deficit | (11,060) | (944) |
Total stockholders' deficit | (33,367) | (26,177) |
Non-controlling interest | (28,152) | (21,641) |
Total deficit | (61,519) | (47,818) |
Total liabilities and deficit | 230,485 | 246,591 |
Class A Common Stock | ||
Stockholders' deficit: | ||
Common stock | 3 | 3 |
Class B Common Stock | ||
Stockholders' deficit: | ||
Common stock | 3 | 3 |
Class C common stock | ||
Stockholders' deficit: | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net revenue | $ 91,197 | $ 105,079 | $ 200,307 | $ 201,882 |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 67,784 | 71,359 | 145,624 | 140,541 |
Salaries and related costs | 13,237 | 11,708 | 26,945 | 21,977 |
General and administrative expenses | 12,444 | 10,552 | 23,544 | 17,514 |
Depreciation and amortization | 7,173 | 7,044 | 14,233 | 12,463 |
Acquisition costs | 279 | 466 | 292 | 1,960 |
Change in fair value of contingent consideration liabilities | (55) | 0 | 2,536 | 0 |
(Loss) income from operations | (9,665) | 3,950 | (12,867) | 7,427 |
Interest expense | 3,817 | 3,622 | 7,502 | 6,879 |
Change in fair value of warrant liabilities | (1,640) | (7,750) | (3,480) | (7,435) |
Loss on debt extinguishment | 0 | 2,108 | 0 | 2,108 |
Net (loss) income before income taxes | (11,842) | 5,970 | (16,889) | 5,875 |
Income tax expense | 45 | 1,031 | 355 | 1,148 |
Net (loss) income | (11,887) | 4,939 | (17,244) | 4,727 |
Net (loss) income attributable to non-controlling interest | (4,905) | 2,411 | (7,121) | 2,373 |
Net (loss) income attributable to Digital Media Solutions, Inc. | $ (6,982) | $ 2,528 | $ (10,123) | $ 2,354 |
Weighted-average shares outstanding - basic (in shares) | 39,553 | 35,377 | 37,969 | 34,315 |
Weighted-average shares outstanding - diluted (in shares) | 65,252 | 36,522 | 63,682 | 34,325 |
Earnings (loss) per share attributable to Digital Media Solutions, Inc.: | ||||
Basic (usd per share) | $ (0.18) | $ 0.07 | $ (0.27) | $ 0.07 |
Diluted (usd per share) | $ (0.18) | $ 0.07 | $ (0.27) | $ (0.06) |
CONSOLIDATED STATEMENTS OF DEFI
CONSOLIDATED STATEMENTS OF DEFICIT (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||
Jan. 17, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance | $ (51,806) | $ (47,818) | $ (79,536) | $ (47,818) | $ (95,685) | ||||||
Net income (loss) | (11,887) | 4,939 | (17,244) | 4,727 | |||||||
Exercise of warrants to issue Class A common stock | 0 | 17 | |||||||||
Stock-based compensation | 2,174 | 1,394 | 4,116 | 2,759 | |||||||
Distributions to non-controlling interest holders | [1] | (573) | |||||||||
Impact of transactions affecting non-controlling interest | 0 | [2] | 0 | [3] | 0 | [4] | 0 | [5] | |||
Other | (111) | [6] | (132) | [7] | |||||||
Ending balance | (61,519) | (51,806) | (52,907) | (61,519) | (52,907) | ||||||
Unpaid distributions | 10 | ||||||||||
Change In Percent Calculation | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance | |||||||||||
Ending balance | $ (61,519) | (52,907) | (61,519) | (52,907) | |||||||
Aimtell, PushPros and Aramis | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares issued in connection with acquisition | 15,000 | ||||||||||
Crisp Results | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares issued in connection with acquisition | 19,823 | 0 | 19,823 | ||||||||
Prism Data | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock issued during period, conversion of convertible securities | 192 | 192 | |||||||||
SmarterChaos | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock issued during period, conversion of convertible securities | 392 | [8] | $ 0 | [9] | 392 | [10] | |||||
Class A Common Stock | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | |||||||||||
Ending balance (in shares) | 36,564,000 | 36,564,000 | |||||||||
Class B Common Stock | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | |||||||||||
Ending balance (in shares) | 25,699,000 | 25,699,000 | |||||||||
Total Stockholders' Deficit | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance | $ (27,826) | (26,177) | (40,520) | $ (26,177) | (51,167) | ||||||
Net income (loss) | (6,982) | 2,528 | (10,123) | 2,354 | |||||||
Exercise of warrants to issue Class A common stock | 17 | ||||||||||
Stock-based compensation | 2,174 | 1,394 | 4,116 | 2,759 | |||||||
Impact of transactions affecting non-controlling interest | (733) | [2] | (3,788) | [3] | (1,183) | [4] | (3,733) | [5] | |||
Other | (84) | [6] | (84) | [7] | |||||||
Ending balance | (33,367) | $ (27,826) | (28,373) | (33,367) | (28,373) | ||||||
Total Stockholders' Deficit | Change In Percent Calculation | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance | |||||||||||
Ending balance | $ (33,367) | (28,373) | $ (33,367) | (28,373) | |||||||
Total Stockholders' Deficit | Aimtell, PushPros and Aramis | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares issued in connection with acquisition | 9,384 | ||||||||||
Total Stockholders' Deficit | Crisp Results | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares issued in connection with acquisition | 11,513 | 11,513 | |||||||||
Total Stockholders' Deficit | Prism Data | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock issued during period, conversion of convertible securities | 192 | 192 | |||||||||
Total Stockholders' Deficit | SmarterChaos | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock issued during period, conversion of convertible securities | $ 392 | [8] | $ 392 | [10] | |||||||
Common Stock | Class A Common Stock | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | 36,394,000 | 36,226,000 | 33,687,000 | 36,226,000 | 32,393,000 | ||||||
Beginning balance | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | ||||||
Directors and employee vested units issued (in shares) | 82,000 | ||||||||||
Exercise of warrants to issue Class A common stock (in shares) | 1,000 | ||||||||||
Shares issued under the 2020 Omnibus Incentive Plan (in shares) | 170,000 | 185,000 | 82,000 | ||||||||
Ending balance (in shares) | 36,564,000 | 36,394,000 | 35,818,000 | 36,564,000 | 35,818,000 | ||||||
Ending balance | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | ||||||
Common Stock | Class A Common Stock | Change In Percent Calculation | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | |||||||||||
Beginning balance | |||||||||||
Ending balance (in shares) | 36,564,000 | 35,818,000 | 36,564,000 | 35,818,000 | |||||||
Ending balance | $ 3 | $ 3 | $ 3 | $ 3 | |||||||
Common Stock | Class A Common Stock | Aimtell, PushPros and Aramis | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares issued in connection with acquisition (in shares) | 1,293,000 | ||||||||||
Common Stock | Class A Common Stock | Crisp Results | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares issued in connection with acquisition (in shares) | 1,595,000 | 1,595,000 | |||||||||
Common Stock | Class A Common Stock | Prism Data | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock issued during period, conversion of convertible securities (in shares) | 300,000 | 300,000 | |||||||||
Common Stock | Class A Common Stock | SmarterChaos | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock issued during period, conversion of convertible securities (in shares) | 154,000 | 154,000 | [8] | 153,000 | [9] | 154,000 | [10] | ||||
Common Stock | Class B Common Stock | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | 25,699,000 | 25,699,000 | 25,999,000 | 25,699,000 | 25,999,000 | ||||||
Beginning balance | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | ||||||
Ending balance (in shares) | 25,699,000 | 25,699,000 | 25,699,000 | 25,699,000 | 25,699,000 | ||||||
Ending balance | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | ||||||
Common Stock | Class B Common Stock | Change In Percent Calculation | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | |||||||||||
Beginning balance | |||||||||||
Ending balance (in shares) | 25,699,000 | 25,699,000 | 25,699,000 | 25,699,000 | |||||||
Ending balance | $ 3 | $ 3 | $ 3 | $ 3 | |||||||
Common Stock | Class B Common Stock | Prism Data | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock issued during period, conversion of convertible securities (in shares) | 300,000 | 300,000 | |||||||||
Additional Paid-in Capital | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance | (23,754) | (25,239) | $ (37,261) | (25,239) | $ (48,027) | ||||||
Exercise of warrants to issue Class A common stock | 17 | ||||||||||
Stock-based compensation | 2,174 | 1,394 | 4,116 | 2,759 | |||||||
Impact of transactions affecting non-controlling interest | (733) | [2] | (3,788) | [3] | (1,183) | [4] | (3,733) | [5] | |||
Other | (84) | [6] | (84) | [7] | |||||||
Ending balance | (22,313) | (23,754) | (27,642) | (22,313) | (27,642) | ||||||
Additional Paid-in Capital | Change In Percent Calculation | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance | |||||||||||
Ending balance | (22,306) | (27,587) | (22,306) | (27,587) | |||||||
Additional Paid-in Capital | Aimtell, PushPros and Aramis | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares issued in connection with acquisition | 9,384 | ||||||||||
Additional Paid-in Capital | Crisp Results | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares issued in connection with acquisition | 11,513 | 11,513 | |||||||||
Additional Paid-in Capital | Prism Data | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock issued during period, conversion of convertible securities | 192 | 192 | |||||||||
Additional Paid-in Capital | SmarterChaos | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock issued during period, conversion of convertible securities | 392 | [8] | 392 | [10] | |||||||
Retained Earnings | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance | (4,078) | (944) | (3,265) | (944) | (3,146) | ||||||
Net income (loss) | (6,982) | 2,528 | (10,123) | 2,354 | |||||||
Ending balance | (11,060) | (4,078) | (737) | (11,060) | (737) | ||||||
Retained Earnings | Change In Percent Calculation | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance | |||||||||||
Ending balance | (11,067) | (792) | (11,067) | (792) | |||||||
Non- controlling Interest | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance | (23,980) | (21,641) | (39,016) | (21,641) | (44,518) | ||||||
Net income (loss) | (4,905) | 2,411 | (7,121) | 2,373 | |||||||
Distributions to non-controlling interest holders | [1] | (573) | |||||||||
Impact of transactions affecting non-controlling interest | 733 | [2] | 3,788 | [3] | 1,183 | [4] | 3,733 | [5] | |||
Other | (27) | [6] | (48) | [7] | |||||||
Ending balance | (28,152) | $ (23,980) | (24,534) | (28,152) | (24,534) | ||||||
Non- controlling Interest | Change In Percent Calculation | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance | |||||||||||
Ending balance | $ (28,152) | (24,534) | $ (28,152) | (24,534) | |||||||
Non- controlling Interest | Aimtell, PushPros and Aramis | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares issued in connection with acquisition | 5,616 | ||||||||||
Non- controlling Interest | Crisp Results | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares issued in connection with acquisition | $ 8,310 | $ 8,310 | |||||||||
[1]Represents tax distributions to shareholders Prism, Clairvest and the Sellers of SmarterChaos. As of June 30, 2022, $10 thousand of these distributions have not been paid.[2]The carrying amount of non-controlling interest was adjusted to reflect the change in ownership interest caused by shares issued under the 2020 Omnibus Incentive Plan.[3]The carrying amount of non-controlling interest was adjusted to reflect the change in ownership interest caused by additional controlling shares contributed as a result of the Crisp acquisition and non-controlling redemptions by Prism and the sellers of SmarterChaos.[4]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 and shares issued under the 2020 Omnibus Incentive Plan.[5]The carrying amount of non-controlling interest was adjusted to reflect the change in ownership interest caused by additional controlling shares contributed as a result of the Crisp acquisition and non-controlling redemptions by Prism and the sellers of SmarterChaos.[6]Includes costs associated with the issuance of equity shares.[7]Includes costs associated with the issuance of equity shares.[8]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.[9]On January 17, 2022, the Sellers of SmarterChaos redeemed their remaining non-controlling interest held through DMSH Units in exchange for 154,000 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.[10]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. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities | |||||
Net (loss) income | $ (11,887) | $ 4,939 | $ (17,244) | $ 4,727 | |
Adjustments to reconcile net income to net cash provided by operating activities | |||||
Provision for bad debt | 1,339 | 909 | |||
Depreciation and amortization | 7,173 | 7,044 | 14,233 | 12,463 | |
Lease restructuring charges | 2 | 174 | |||
Loss on debt extinguishment | 0 | 2,108 | 0 | 2,108 | $ 2,100 |
Stock-based compensation, net of amounts capitalized | 3,908 | 2,530 | |||
Amortization of debt issuance costs | 938 | 528 | |||
Deferred income tax provision, net | (785) | 364 | |||
Change in fair value of contingent consideration | 2,536 | 560 | |||
Change in fair value of warrant liability | (1,640) | (7,750) | (3,480) | (7,435) | |
Change in income tax receivable and payable | 631 | (2,328) | |||
Change in accounts receivable | 4,026 | (4,330) | |||
Change in prepaid expenses and other current assets | 2,585 | 222 | |||
Change in accounts payable and accrued expenses | (1,275) | (6,768) | |||
Change in other liabilities | 27 | (190) | |||
Net cash provided by operating activities | 7,441 | 3,534 | |||
Cash flows from investing activities | |||||
Additions to property and equipment | (3,197) | (4,212) | |||
Acquisition of businesses, net of cash acquired | (2,579) | (24,830) | |||
Net cash used in investing activities | (5,776) | (29,042) | |||
Cash flows from financing activities | |||||
Proceeds from issuance of long-term debt | 0 | 220,840 | |||
Payments of long-term debt and notes payable | (1,126) | (199,851) | |||
Proceeds from borrowings on revolving credit facilities | 0 | 11,000 | |||
Payments of borrowings on revolving credit facilities | 0 | (15,000) | |||
Payment of debt issuance costs | 0 | (3,565) | |||
Payment of equity issuance | 0 | (322) | |||
Payment of early termination | 0 | (188) | |||
Proceeds from warrants exercised | 0 | 11 | |||
Distributions to non-controlling interest holders | (563) | 0 | |||
Other | 0 | 15 | |||
Net cash (used in) provided by financing activities | (1,689) | 12,940 | |||
Net change in cash | (24) | (12,568) | |||
Cash, beginning of period | 26,394 | 31,397 | 31,397 | ||
Cash, end of period | $ 26,370 | $ 18,829 | 26,370 | 18,829 | $ 26,394 |
Supplemental Disclosure of Cash Flow Information | |||||
Interest | 6,524 | 6,308 | |||
Income taxes | 0 | 3,837 | |||
Contingent and deferred acquisition consideration | 2,964 | 14,890 | |||
Stock-based compensation capitalized in property and equipment | 208 | 229 | |||
Capital expenditures included in accounts payable | 269 | 1,144 | |||
Issuance of equity for Aimtell/Aramis//PushPros, and Crisp Results | $ 0 | $ 35,000 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Allowance for credit loss | $ 5,860 | $ 4,930 |
Preferred stock par value (usd per share) | $ 0.0001 | |
Preferred stock, authorized (in shares) | 100,000,000 | |
Preferred stock issued (in shares) | 0 | |
Preferred stock outstanding (in shares) | 0 | |
Class A Common Stock | ||
Common stock par value (usd per share) | $ 0.0001 | |
Common stock authorized (in shares) | 500,000,000 | |
Common stock issued (in shares) | 36,564,000 | |
Common stock outstanding (in shares) | 36,564,000 | |
Class B Common Stock | ||
Common stock par value (usd per share) | $ 0.0001 | |
Common stock authorized (in shares) | 60,000,000 | |
Common stock issued (in shares) | 25,699,000 | |
Common stock outstanding (in shares) | 25,699,000 | |
Class C common stock | ||
Common stock par value (usd per share) | $ 0.0001 | |
Common stock authorized (in shares) | 40,000,000 | |
Common stock issued (in shares) | 0 | |
Common stock outstanding (in shares) | 0 |
BUSINESS, BASIS OF PRESENTATION
BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Digital Media Solutions, Inc. (“DMS Inc.”) is a digital performance marketing company offering a diversified lead and software delivery platform that drives high value and high intent leads to its customers. As used in this Quarterly Report, the “Company” refers to DMS Inc. and its consolidated subsidiaries, (including its wholly-owned subsidiary, CEP V DMS US Blocker Company, a Delaware corporation (“Blocker”)). The Company is headquartered in Clearwater, Florida. The Company primarily operates and derives most of its revenues in the United States. Basis of Presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. All significant intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited consolidated financial statements; therefore, actual results could differ from those estimates. Interim results are not necessarily indicative of the results for a full year. Business Combination On July 15, 2020, Digital Media Solutions Holding (“DMSH”) consummated the Business Combination with Leo Holdings Corp. (“Leo”) pursuant to the Business Combination Agreement (“Business Combination”). Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 58.7% of the membership interest in DMSH, while Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”) retained approximately 41.3% of the membership interest in DMSH (“non-controlling interests”). For additional information, see Note 2. Business Combination in the Notes to Consolidated Financial Statements in our 2021 Form 10-K. Non-controlling Interest The non-controlling interest represents the membership interest in DMSH held by holders other than the Company. As of June 30, 2022, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 41.3% and as of December 31, 2021 it was 41.6%. Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of intangibles acquired in business combinations, loss contingencies, contingent consideration liabilities, asset impairments, and deferred taxes and amounts associated with the Tax Receivable Agreement. Significant Accounting Policies There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in Note 1. Business, Basis of Presentation and Summary of Significant Accounting Policies in our 2021 Form 10-K. New Accounting Standards Accounting Standards Not Yet Adopted In February 2016, the FASB issued authoritative guidance ASC 842, Lease Accounting , regarding the accounting for leases, and has since issued subsequent updates to the initial guidance. The amended guidance requires the recognition of assets and liabilities for operating leases. The standard was initially effective for annual and interim reporting periods beginning after December 15, 2019. However, in November 2019, the FASB issued amended guidance, which defers for Emerging Growth Companies (“EGC”) the effective date for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The standard must be adopted using a modified retrospective transition. We plan to adopt the standard using the optional transition method whereby we would apply the new lease requirements through a cumulative-effect adjustment on the effective date of adoption. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets. The Company qualifies as an “emerging growth company” and has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In June 2016, the FASB issued authoritative guidance ASC 326 Financial Instruments - Credit Losses , regarding the impairment model known as the current expected credit loss (“CECL”) model on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a CECL model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for emerging growth companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of Revenue The following tables presents the disaggregation of revenue by reportable segment and type of service (in thousands): Three Months Ended June 30, 2022 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 43,124 $ 54,092 $ — $ (10,232) $ 86,984 Managed services 1,665 — 1,403 — 3,068 Software services — — 1,145 — 1,145 Total Net revenue $ 44,789 $ 54,092 $ 2,548 $ (10,232) $ 91,197 Three Months Ended June 30, 2021 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 57,955 $ 57,763 $ — $ (14,476) $ 101,242 Managed services 1,921 — 1,109 — 3,030 Software services — — 807 — 807 Total Net revenue $ 59,876 $ 57,763 $ 1,916 $ (14,476) $ 105,079 Six Months Ended June 30, 2022 Brand Direct Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 102,743 $ 112,898 $ — $ (23,492) $ 192,149 Managed services 3,274 — 2,913 — 6,187 Software services — — 1,971 — 1,971 Total Net revenue $ 106,017 $ 112,898 $ 4,884 $ (23,492) $ 200,307 Six Months Ended June 30, 2021 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 111,009 $ 107,022 $ — $ (25,127) $ 192,904 Managed services 5,046 — 2,325 — 7,371 Software services — — 1,607 — 1,607 Total Net revenue $ 116,055 $ 107,022 $ 3,932 $ (25,127) $ 201,882 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 June 30, 2022 and December 31, 2021, the balance of deferred revenue was $1.3 million and $1.8 million, respectively, and is recorded within “Accrued expenses and other current liabilities” on the unaudited consolidated balance sheets. We expect the majority of the deferred revenue balance at June 30, 2022 to be recognized as revenue during the following quarter. |
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
REPORTABLE SEGMENTS | REPORTABLE SEGMENTS The Company’s operating segments are determined based on the financial information reviewed by its chief operating decision maker (“CODM”), and the basis upon which management makes resource allocation decisions and assesses the performance of the Company’s segments. The Company evaluates the operating performance of its segments based on financial measures such as net revenue, cost of revenue, and gross profit. Given the nature of the digital marketing solutions business, the amount of assets does not provide meaningful insight into the operating performance of the Company. As a result, the amount of the Company’s assets is not subject to segment allocation and total assets is not included within the disclosure of the Company’s segment financial information. The following tables are a reconciliation of the operations of our segments to income from operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net revenue $ 91,197 $ 105,079 $ 200,307 $ 201,882 Brand Direct 44,789 59,876 106,017 116,055 Marketplace 54,092 57,763 112,898 107,022 Technology Solutions 2,548 1,916 4,884 3,932 Intercompany eliminations (10,232) (14,476) (23,492) (25,127) Cost of revenue 67,784 71,359 145,624 140,541 Brand Direct 36,137 44,321 84,591 87,140 Marketplace 41,463 41,056 83,843 77,654 Technology Solutions 416 458 682 874 Intercompany eliminations (10,232) (14,476) (23,492) (25,127) Gross profit $ 23,413 $ 33,720 $ 54,683 $ 61,341 Brand Direct 8,652 15,555 21,426 28,915 Marketplace 12,629 16,707 29,055 29,368 Technology Solutions 2,132 1,458 4,202 3,058 Salaries and related costs 13,237 11,708 26,945 21,977 General and administrative expenses 12,444 10,552 23,544 17,514 Depreciation and amortization 7,173 7,044 14,233 12,463 Acquisition costs 279 466 292 1,960 Change in fair value of contingent consideration liabilities (55) — 2,536 — Income from operations $ (9,665) $ 3,950 $ (12,867) $ 7,427 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill Changes in the carrying value of goodwill, by reporting segment, were as follows (in thousands): Brand Direct Marketplace Technology Solutions Total Balance, December 31, 2021 $ 18,376 $ 54,554 $ 3,628 $ 76,558 Additions (Note 6) — — 444 444 Miscellaneous changes (55) — — (55) Balance, June 30, 2022 $ 18,321 $ 54,554 $ 4,072 $ 76,947 The carrying amount of goodwill for all reporting units had no accumulated impairments as of June 30, 2022 and December 31, 2021. Intangible assets, net Finite-lived intangible assets, net consisted of the following (in thousands): June 30, 2022 December 31, 2021 Amortization Gross Accumulated Net Gross Accumulated Net Technology 3 to 5 $ 54,346 $ (34,675) $ 19,671 $ 51,946 $ (29,929) $ 22,017 Customer relationships 2 to 9 49,423 (17,181) 32,242 49,273 (13,076) 36,197 Brand 1 to 7 12,168 (5,408) 6,760 12,109 (4,575) 7,534 Non-competition agreements 3 1,901 (1,686) 215 1,898 (1,418) 480 Total $ 117,838 $ (58,950) $ 58,888 $ 115,226 $ (48,998) $ 66,228 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table presents the components of outstanding debt (in thousands): June 30, 2022 December 31, 2021 Term loan $ 222,750 $ 223,875 Less: Unamortized debt issuance costs (1) (5,411) (6,120) Debt, net 217,339 217,755 Less: Current portion of long-term debt (2,250) (2,250) Long-term debt $ 215,089 $ 215,505 __________ (1) Includes net debt issuance discount and other costs. On May 25, 2021, Digital Media Solutions, LLC (“DMS LLC”), as borrower, and DMSH, each of which is a subsidiary of DMS, entered into a five-year $275 million senior secured credit facility (the “Credit Facility”), with a syndicate of lenders (“Lenders”), arranged by Truist Bank and Fifth Third Bank, as joint lead arrangers, and Truist Bank, as administrative agent. The Credit Facility is guaranteed by, and secured by substantially all of the assets of, DMS LLC, DMSH LLC and their material subsidiaries, subject to customary exceptions. Pursuant to the Credit Facility, the Lenders provided DMS LLC with senior secured term loans consisting of a senior secured term loan with an aggregate principal amount of $225 million (the “Term Loan”) and a $50 million senior secured revolving credit facility (the “Revolving Facility”). The Term Loan, which was issued at an original issue discount of 1.80% or $4.2 million, is subject to payment of 1.0% of the original aggregate principal amount per annum paid quarterly, with a bullet payment at maturity. The Term Loan will mature, and the revolving credit commitments under the Revolving Facility will terminate, on May 25, 2026, when any outstanding balances will become due. Borrowings under the Revolving Facility bear interest, at our option, at either (i) adjusted LIBOR plus 4.25% or (ii) a base rate (which is equal to the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate, as in effect from time to time, plus 0.50%, (c) one-month LIBOR plus 1.00%, and (d) 1.75% (the “Base Rate”)), plus 3.25%. The Term Loan bears interest at our option, at either (i) adjusted LIBOR plus 5.00% or (ii) the Base Rate plus 4.00%. Under the Revolving Facility, DMS LLC pays a 0.50% per annum commitment fee in arrears on the undrawn portion of the revolving commitments. For the three and six months ended June 30, 2022, the effective interest rate was 6.29%. Since May 25, 2021 our interest rate is based on LIBOR plus 5%. The initial $4.2 million debt discount and $3.5 million debt issuance cost related to the Term Loan and Revolving Facility is being amortized over the term of the loan using the effective interest method. As of June 30, 2022 the Term Loan debt discount and debt issuance cost classified as debt had a remaining unamortized balance of $3.3 million and $2.1 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 June 30, 2022 and December 31, 2021, the unamortized debt issuance cost of $0.7 million and $0.8 million, respectively, associated with the undrawn Revolving Facility is classified and amortized as “Other assets” within consolidated balance sheets. Upon the closing of the Credit Facility, the credit agreement dated as of July 3, 2018, by and among DMS LLC, DMSH, each of their subsidiaries party thereto, various financial institutions party thereto and Monroe Capital Management Advisors, LLC, as administrative agent and lead arranger, and all outstanding amounts thereunder that was previously outstanding with an aggregate principal amount of $210 million was extinguished, and the $15 million revolving credit facility was closed. The Company recognized a loss on debt extinguishment of $2.1 million during the year ended December 31, 2021, which primarily included accelerated amortization of deferred financing costs, legal fees and early termination fee. The loss recognized is presented as “Loss on Debt Extinguishment” in the consolidated statement of operations. Debt Maturity Schedule The scheduled maturities of our total debt are estimated as follows at June 30, 2022 (in thousands): 2022 $ 1,125 2023 2,250 2024 2,250 2025 2,250 2026 and thereafter 214,875 Total debt $ 222,750 |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [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 can be paid in cash 15 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. Future further analysis of the forecast and refinements to the significant assumptions in the valuation models used to value the intangibles and contingent consideration liabilities may be needed to adjust their fair value throughout the measurement period. As of May 10, 2022, the acquisition date, the preliminary fair value of the intangibles, contingent consideration liability and working capital accounts are as follows (in thousands): Traverse Acquisition Date Fair Value Goodwill $ 444 Intangible Assets: Technology $ 2,500 Customer relationships $ 50 Brand $ 59 Non-competition agreements $ 3 Contingent consideration liability $ 428 Working capital accounts $ (49) The Company primarily used Income Approach methodologies, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired business have been included in the Company’s results of operations since the acquisition date of May 10, 2022. Under Accounting Standards Codification 805 (“ASC 805”), an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included technology, brand, customer relationships and non-competition agreements. Fair value of the technology was determined using the Multi Period Excess Earnings Approach; fair value of the customer relationships was determined using the Excess Earnings Method utilizing distributor inputs; fair value of the brand was determined using the Relief from Royalty Method; and fair value of the non-competition agreements was determined using the Discounted Cash Flow Approach. The goodwill related to this transaction reflects the synergies expected from combining the operations of Traverse and is included in the Technology Solutions reportable segment. Goodwill is expected to be deductible for tax purposes. Intangible assets primarily consist of technology, brand and customer relationships with an estimated useful life of five years for technology, three years for brand and five years for customer relationships. Crisp Results On April 1, 2021, the Company completed a transaction to purchase the assets of Crisp Marketing, LLC (“Crisp Results” or “Crisp”). Crisp Results is a digital performance advertising company that connects consumers with brands within the insurance sector, with primary focus on the Medicare insurance industry. Crisp Results is known for providing predictable, reliable, flexible and scalable customer acquisition solutions, supporting large brands with a process that combines data, design, technology and innovation. The Company paid consideration of $40.0 million upon closing of the transaction, consisting of $20.0 million cash and 1.6 million Class A Common Stock valued at $20.0 million. The transaction also included up to $10.0 million in contingent consideration, subject to the achievement of certain milestones, which can be paid in cash or Class A Common Stock at the election of the Company, and a $5.0 million deferred payment, to be paid 18 months after the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. As the result of the completed valuation of the assets acquired (including intangibles) and liabilities assumed, as well as the contingent consideration liabilities, as of the acquisition dates, 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 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 six months ended June 30, 2022, the fair value of the contingent consideration increased $2.6 million due to accretion to $10.0 million from December 31, 2021. As of April 1, 2022, the contingent consideration milestones were met, and the Company paid it on July 1, 2022 in the form of 2.99 million unregistered shares of Class A Common Stock, priced at $3.3455, the average closing price of the Class A common stock during the twenty As of April 1, 2021, the acquisition date, the fair value of the deferred consideration was $4.6 million. During the six months ended June 30, 2022, the present value of the deferred consideration increased slightly due to accretion to $4.9 million from December 31, 2021. Since December 31, 2021, there were no measurement period adjustments identified and recorded. 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 Accounting Standards Codification 805 (“ASC 805”), an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand and customer relationships of the acquired business. Fair value of 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 PushPro, “AAP”). Aimtell and PushPros are leading providers of technology-enabled digital performance advertising solutions that connect consumers and advertisers within the home, auto, health and life insurance verticals. Aramis is a network of owned-and-operated websites that leverages the Aimtell and PushPros technologies and relationships. The Company paid consideration of $20.0 million upon closing of the transaction, consisting of $5.0 million in cash and approximately 1.29 million shares of Class A Common Stock valued at $15.0 million. The transaction also 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. There were no further measurement period adjustments identified and recorded since 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 June 30, 2022, the contingent consideration earnout fair value total of $1.0 million remained relatively unchanged since December 31, 2021. The contingent consideration can be paid in cash or DMS Class A Common Stock at the election of the Company. The Company primarily used 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 Accounting Standards Codification 805 (ASC 805), an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand, technology, 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 21,894 444 Technology 4 to 5 3,900 — 2,500 Customer relationships 4 to 6 7,690 19,600 50 Accounts receivable, net 3,100 2,610 276 Brand 1 to 7 208 7,400 59 Non-competitive agreements 1 to 3 83 — 3 Property and equipment 3 to 5 250 220 — Accounts payable (2,887) (1,593) (454) Other assets acquired and liabilities assumed, net (1) 740 1 (103) Net assets and liabilities acquired $ 22,845 $ 50,132 $ 3,007 (1) Other assets acquired and liabilities assumed, net includes prepaids and other current assets, partially offset by other current liabilities (e.g., Travel and expense payables, payroll liabilities, tax liabilities, and transition services payable). The weighted average amortization period for AAP acquisition technology is 4 years, customer relationships is 4.1 years, brand is 2.1 years and non-compete agreements is 3 years. The weighted average amortization period for Crisp Results acquisition customer relationships is 6 years, and brand is 7 years. The weighted average amortization period for Traverse acquisition technology is 5 years, customer relationships is 5 years, brand is 3 years and non-compete agreements is 1 year. In total, the weighted average amortization period for AAP is 4 years, Crisp Results is 5.6 years and Traverse is 5 years. The following schedule represents the amounts of net revenue and net loss from operations related to Traverse, AAP and Crisp Results acquisitions which have been included in the unaudited consolidated statements of operations for the periods indicated subsequent to the acquisition date in the period of acquisition (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Traverse Traverse Net revenue $ 360 $ 360 Net income from operations $ 70 $ 70 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 AAP Crisp Results AAP Crisp Results Net revenue $ 5,774 $ 6,967 $ 10,075 $ 6,967 Net loss from operations $ (484) $ (155) $ (620) $ (155) Pro Forma Information The following unaudited pro forma financial information represents the consolidated financial information as if the acquisitions had been included in our consolidated results beginning on the first day of the fiscal year prior to their respective acquisition dates (in thousands): Three Months Ended June 30, 2022 DMS Traverse Pro Forma Net revenue $ 91,197 $ 277 $ 91,474 Net (loss) income from operations $ (9,665) $ (434) $ (10,099) Three Months Ended June 30, 2021 DMS AAP Crisp Results Traverse Pro Forma Net revenue $ 105,079 $ — $ — $ 583 $ 105,662 Net income (loss) from operations $ 3,950 $ — $ — $ (21) $ 3,929 Six Months Ended June 30, 2022 DMS Traverse Combined Net revenue $ 200,307 $ 999 $ 201,306 Net loss from operations $ (12,867) $ (417) $ (13,284) Six Months Ended June 30, 2021 DMS AAP Crisp Results Traverse Pro Forma Net revenue $ 201,882 $ 2,465 $ 8,284 $ 1,253 $ 213,884 Net income (loss) from operations $ 7,427 $ 457 $ 2,296 $ (67) $ 10,113 The pro forma results do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisitions; the costs to combine the companies’ operations; or the costs necessary to achieve |
RESTRUCTURING COSTS
RESTRUCTURING COSTS | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING COSTS | RESTRUCTURING COSTS Restructuring costs include expenses associated with the Company’s effort to continually improve operational efficiency and reposition its assets to remain competitive on a national basis. The Company leases office space in various locations within the United States and Canada. The leases entered into by the Company consist of both long-term and short-term leases. Termination of office lease and other related costs include lease and termination of fixed assets, employee training, relocation and facility costs. These costs are recorded in General and administrative expenses in the unaudited consolidated statements of operations. Since the year ended December 31, 2020, due to the economic environment caused by the COVID-19 pandemic, the Company entered into negotiations with landlords to terminate certain lease agreements, which reduced cash needs by approximately $1.9 million over the remaining life of the original leases through April 30, 2025. As of June 30, 2022, the Company has four leased properties, representing 55,798 square feet of office space located in the United States, that are currently in negotiations with landlords to be reduced or terminated. Valuation adjustments related to the reserve and lease accretion are recorded in General and administrative expenses in the consolidated statements of operations. The change in liability for the restructuring costs reserve for the three and six months ended June 30, 2022 and 2021, respectively, was as follows (in thousands): Three Months Ended Three Months Ended June 30, 2021 Beginning balance $ 2,244 $ 2,966 Valuation adjustments 496 432 Lease payments (290) (487) Lease accretion 48 46 Ending balance $ 2,498 $ 2,957 Current portion - Accrued expenses and other current liabilities $ 908 $ 1,200 Long-term portion - Other non-current liabilities $ 1,590 $ 1,757 Six Months Ended Six Months Ended June 30, 2021 Beginning balance $ 2,516 $ 3,653 Valuation adjustments 470 81 Lease payments (584) (870) Lease accretion 96 93 Ending balance $ 2,498 $ 2,957 Current portion - Accrued expenses and other current liabilities $ 908 $ 1,200 Long-term portion - Other non-current liabilities $ 1,590 $ 1,757 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The carrying amounts of our cash and cash equivalents, accounts receivable, income taxes receivable, accounts payable, accrued expenses and income taxes payable, approximate fair value because of the short-term maturity of those instruments. Private Placement Warrants - We record the fair value of the Private Placement Warrants as a liability in our consolidated balance sheet as of June 30, 2022 and 2021, respectively. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes-Merton valuation model. Changes in fair value of the Private Placement Warrants are presented under Change in the fair value of warrant liabilities on the Income Statement. As of June 30, 2022, the Company has approximately 4.0 million Private Placement Warrants outstanding. The significant assumptions were as follows: June 30, 2022 Private Placement Warrants Fair Value Per Share $ 0.12 Private Placement Warrant valuation inputs: Stock price - DMS Inc. Class A Common Stock $ 1.11 Remaining contractual term in years 3.04 Estimated volatility 85.0 % Dividend yield 0.0 % Risk free interest rate 2.97 % Contingent consideration payable related to acquisitions The fair value of the contingent considerations payable for the AAP and Traverse acquisitions (described in Note 6. Acquisitions ) were determined using a Monte Carlo fair value analysis and a scenario-based methodology, respectively, based on estimated performance and the probability of achieving certain targets. As certain inputs are not observable in the market, the contingent consideration is classified as a Level 3 instrument. Changes in fair value of contingent consideration are presented under Acquisition costs on the statement of operations. The contingent consideration payable for the Crisp acquisition was finalized on April 1, 2022, the end of the earnout period. As the full target was met, the payment was made on July 1, 2022 in the form of Class A Common Stock. (See Note 6. Acquisitions ). The following table presents the contingent consideration assumptions. Aimtell / PushPros CYE2021 Revenue - Actual $ 7,193,881 CYE2022 Revenue - 6 Months Actual $ 2,724,201 CYE2022 Revenue - 6 Months Expectations $ 8,908,838 CYE2023 Revenue - Expectations $ 14,636,891 CYE2022 Risk Adjusted Revenue - 6 Months $ 8,715,176 CYE2023 Risk Adjusted Revenue $ 13,413,226 Revenue Volatility 25 % Iteration (actual) 100,000 Risk adjustment discount rate 9.50 % Risk free / Credit risk 12.0 % Days gap from period end to payment 90 Aramis CYE2022 Earnout Successful Probability 99.0 % Iteration (actual) 100,000 Risk free / Credit risk 12.0 % Days gap from period end to payment 90 Traverse CYE2023 Earnout Successful Probability 95.0 % Risk free / Credit risk 10.0 % Days gap from period end to payment 90 The following table presents assets and liabilities measured at fair value on a recurrent basis (in thousands): June 30, 2022 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Total liabilities $ — $ — $ 480 $ 480 Contingent consideration - Crisp Results Contingent consideration payable - current — — 10,000 10,000 Contingent consideration - Aramis Contingent consideration payable - current — — 909 909 Contingent consideration - Traverse Contingent consideration payable - non-current — — 428 428 Contingent consideration - Aimtell/PushPro Contingent consideration payable - non-current — — 66 66 Total $ — $ — $ 11,883 $ 11,883 The following table represents the change in the warrant liability and contingent consideration (in thousands): Private Placement Warrants Contingent Consideration Balance, April 1, 2022 $ 2,120 $ 11,030 Additions — 428 Changes in fair value (1,640) (55) Settlements — — Balance, June 30, 2022 $ 480 11,403 Private Placement Warrants Contingent Consideration Balance, December 31, 2021 $ 3,960 $ 8,439 Additions — 428 Changes in fair value (3,480) 2,536 Settlements — — Balance, June 30, 2022 $ 480 $ 11,403 |
EMPLOYEE AND DIRECTOR INCENTIVE
EMPLOYEE AND DIRECTOR INCENTIVE PLANS | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EMPLOYEE AND DIRECTOR INCENTIVE PLANS | EMPLOYEE AND DIRECTOR INCENTIVE PLANS 2020 Omnibus Incentive Plan On July 15, 2020, Leo’s shareholders approved the 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan allows for the issuance of stock options, stock appreciation rights, stock awards (including restricted stock awards (“RSAs”) and Restricted Stock Units (“RSUs”)) and other stock-based awards. Directors, officers and employees, as well as others performing independent consulting or advisory services for the Company or its affiliates, are eligible for grants under the 2020 Plan. The aggregate number of shares reserved under the 2020 Plan is approximately 11.6 million. The 2020 Plan terminates on June 24, 2030. The related costs were approximately $3.9 million and $2.8 million for the six months ended June 30, 2022 and 2021, respectively, and are included in “Salaries and related costs” within the Consolidated Statement of Operations. Restricted Stock Units On April 12, 2022, the Board voted to award 762,000 RSUs consisting of 381,406 performance-based vesting RSUs (“PRSUs”) and 381,406 time-based vesting RSUs (“TRSUs”) to directors under the 2020 Plan. The TRSU and PRSUs vest one-fourth each year based on four years of continuous service starting with January 1, 2022 through January 1, 2026. Vesting of the PRSUs are also subject to certain performance metrics of the Company, which the Company evaluates on a quarterly basis. The fair value of stock-based compensation is based on the closing trading price of the Company’s stock on the grant date. For PRSUs, fair value was also determined based on the assessed likelihood of meeting the performance metrics for each tranche of the awards as of the grant date. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES As a result of the Business Combination, the Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker, which owns 58.7% of equity interests in DMSH. DMSH is treated as a partnership for purposes of U.S. federal and certain state and local income tax. As a U.S. partnership, generally DMSH will not be subject to corporate income taxes (except with respect to UE, as described below). Instead, each of the ultimate partners (including DMS Inc.) are taxed on their proportionate share of DMSH taxable income. While the Company consolidates DMSH for financial reporting purposes, the Company will only be taxed on its allocable share of future earnings (i.e. those earnings not attributed to the non-controlling interests, which continue to be taxed on their own allocable share of future earnings of DMSH). The Company’s income tax expense is attributable to the allocable share of earnings from DMSH, a portion of activities of DMSH that are subject to Canadian income tax, and the activities of UE, a wholly-owned U.S. corporate subsidiary of DMSH, which is subject to U.S. federal and state and local income taxes. The income tax burden on the earnings allocated to the non-controlling interests is not reported by the Company in its consolidated financial statements under GAAP. As a result, the Company’s effective tax rate is expected to differ materially from the statutory rate. The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. The Company recorded income tax expense of $0.05 million and $0.36 million for the three and six months ended June 30, 2022, respectively. The blended effective tax rate for the three and six months ended June 30, 2022 was 0.4% and 2.1%, respectively, which varies from our statutory U.S. tax rate due to taxable income or loss that is allocated to the non-controlling interest and impact of the valuation allowance on DMS, Inc. The Company recorded$1.0 million and $1.1 million income tax expense for the three and six months ended June 30, 2021, respectively. The blended effective tax rate for the three and six months ended June 30, 2021 was 17.3% and 19.5%, respectively, which varies from our statutory U.S. tax rate due to taxable income or loss that is allocated to the non-controlling interest. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into a Tax Receivable Agreement (“TRA”) with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHAREBasic earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. adjusted for the income effects of dilutive instruments by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive elements. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A Common Stock: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net (loss) income $ (11,887) $ 4,939 $ (17,244) $ 4,727 Net (loss) income attributable to non-controlling interest (4,905) $ 2,411 (7,121) 2,373 Net (loss) income attributable to Digital Media Solutions, Inc. - basic $ (6,982) $ 2,528 $ (10,123) $ 2,354 Add: Income effects of Class B convertible common stock $ (4,903) $ — $ (7,116) $ — Less: dilutive effect of change in fair value of warrant liabilities attributable to Digital Media Solutions, Inc. — — — 4,321 Net (loss) income attributable to Digital Media Solutions, Inc. - diluted $ (11,885) $ 2,528 $ (17,239) $ (1,967) Denominator: Weighted average shares - basic 39,553 35,377 $ 37,969 $ 34,315 Add: dilutive effects of Class B convertible common stock 25,699 — $ 25,713 $ — Add: dilutive effects of employee equity awards — 628 — — Add: dilutive effects of private placement warrants — — — 10 Add: dilutive effects of deferred consideration — 517 — — Weighted average shares - diluted 65,252 36,522 63,682 34,325 Net earnings (loss) per common share: Basic $ (0.18) $ 0.07 $ (0.27) $ 0.07 Diluted $ (0.18) $ 0.07 $ (0.27) $ (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 three and six months ended June 30, 2022, the Company included 2.99 million shares of Class A Common Stock issued to the sellers of Crisp Results on July 1, 2022 (see Note 6. Acquisitions ) in the Company’s basic and diluted EPS calculations, as all necessary conditions were satisfied during the quarter ended June 30, 2022. For the three and six months ended June 30, 2022, the Company excluded 4.0 million private warrants, 10.0 million public warrants, 1.9 million stock options, 1.7 million RSUs and 0.4 million PRSUs, respectively, as their effect would have been anti-dilutive. For the three and six months ended June 30, 2022, the Company excluded the contingent consideration issued in connection with the AAP acquisition and the deferred consideration issued in connection with the Crisp acquisition, respectively, which are payable in DMS common stock at the Company’s option, as their effect would have been anti-dilutive. For the three months ended June 30, 2021, the Company excluded 4.0 million private warrants, 10.0 million public warrants, 0.1 million employee equity awards and 25.9 million Class B convertible common stock, as the effect was anti-dilutive. For the six months ended June 30, 2021, the Company excluded 10.0 million public warrants, 25.9 million Class B convertible common stock and 1.6 million employee equity awards as the effect was anti-dilutive. For the three and six months ended June 30, 2021, the Company excluded contingent consideration issued in connection with AAP and Crisp acquisitions, which is payable in DMS common stock at the Company’s option, as the necessary conditions to pay such consideration had not been satisfied by the end of the period. For the three and six months ended June 30, 2021, the |
BUSINESS, BASIS OF PRESENTATI_2
BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. All significant intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited consolidated financial statements; therefore, actual results could differ from those estimates. Interim results are not necessarily indicative of the results for a full year. |
Business Combination | Business Combination On July 15, 2020, Digital Media Solutions Holding (“DMSH”) consummated the Business Combination with Leo Holdings Corp. (“Leo”) pursuant to the Business Combination Agreement (“Business Combination”). Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 58.7% of the membership interest in DMSH, while Prism Data, LLC, a Delaware limited liability company (“Prism”), CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership (“Clairvest Direct Seller”) and related entities (the “Sellers”) retained approximately 41.3% of the membership interest in DMSH (“non-controlling interests”). For additional information, see Note 2. Business Combination in the Notes to Consolidated Financial Statements in our 2021 Form 10-K. |
Non-Controlling Interest | Non-controlling Interest The non-controlling interest represents the membership interest in DMSH held by holders other than the Company. As of June 30, 2022, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 41.3% and as of December 31, 2021 it was 41.6%. |
Principles of Consolidation | Principles of Consolidation The Company consists of DMS Inc. and its wholly-owned subsidiary, Blocker. The Company consolidates the assets, liabilities and operating results of DMSH and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations, and the non-controlling interests are reported as a separate component of equity. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported as separate financial statement line items in the consolidated financial statements. Actual results could differ from those estimates. Management regularly makes estimates and assumptions that are inherent in the preparation of the consolidated financial statements including, but not limited to, the fair value of private placement warrants, the allowance for doubtful accounts, stock-based compensation, fair value of intangibles acquired in business combinations, loss contingencies, contingent consideration liabilities, asset impairments, and deferred taxes and amounts associated with the Tax Receivable Agreement. |
New Accounting Standards | New Accounting Standards Accounting Standards Not Yet Adopted In February 2016, the FASB issued authoritative guidance ASC 842, Lease Accounting , regarding the accounting for leases, and has since issued subsequent updates to the initial guidance. The amended guidance requires the recognition of assets and liabilities for operating leases. The standard was initially effective for annual and interim reporting periods beginning after December 15, 2019. However, in November 2019, the FASB issued amended guidance, which defers for Emerging Growth Companies (“EGC”) the effective date for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The standard must be adopted using a modified retrospective transition. We plan to adopt the standard using the optional transition method whereby we would apply the new lease requirements through a cumulative-effect adjustment on the effective date of adoption. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets. The Company qualifies as an “emerging growth company” and has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In June 2016, the FASB issued authoritative guidance ASC 326 Financial Instruments - Credit Losses , regarding the impairment model known as the current expected credit loss (“CECL”) model on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a CECL model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for emerging growth companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements. |
Earnings Per Share | Basic earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share of Class A Common Stock is computed by dividing net income attributable to DMS Inc. adjusted for the income effects of dilutive instruments by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive elements. |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregation of Revenue The following tables presents the disaggregation of revenue by reportable segment and type of service (in thousands): Three Months Ended June 30, 2022 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 43,124 $ 54,092 $ — $ (10,232) $ 86,984 Managed services 1,665 — 1,403 — 3,068 Software services — — 1,145 — 1,145 Total Net revenue $ 44,789 $ 54,092 $ 2,548 $ (10,232) $ 91,197 Three Months Ended June 30, 2021 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 57,955 $ 57,763 $ — $ (14,476) $ 101,242 Managed services 1,921 — 1,109 — 3,030 Software services — — 807 — 807 Total Net revenue $ 59,876 $ 57,763 $ 1,916 $ (14,476) $ 105,079 Six Months Ended June 30, 2022 Brand Direct Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 102,743 $ 112,898 $ — $ (23,492) $ 192,149 Managed services 3,274 — 2,913 — 6,187 Software services — — 1,971 — 1,971 Total Net revenue $ 106,017 $ 112,898 $ 4,884 $ (23,492) $ 200,307 Six Months Ended June 30, 2021 Brand Marketplace Technology Solutions Intercompany eliminations Total Net revenue: Customer acquisition $ 111,009 $ 107,022 $ — $ (25,127) $ 192,904 Managed services 5,046 — 2,325 — 7,371 Software services — — 1,607 — 1,607 Total Net revenue $ 116,055 $ 107,022 $ 3,932 $ (25,127) $ 201,882 |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Reconciliation of Operations of Segments | The following tables are a reconciliation of the operations of our segments to income from operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net revenue $ 91,197 $ 105,079 $ 200,307 $ 201,882 Brand Direct 44,789 59,876 106,017 116,055 Marketplace 54,092 57,763 112,898 107,022 Technology Solutions 2,548 1,916 4,884 3,932 Intercompany eliminations (10,232) (14,476) (23,492) (25,127) Cost of revenue 67,784 71,359 145,624 140,541 Brand Direct 36,137 44,321 84,591 87,140 Marketplace 41,463 41,056 83,843 77,654 Technology Solutions 416 458 682 874 Intercompany eliminations (10,232) (14,476) (23,492) (25,127) Gross profit $ 23,413 $ 33,720 $ 54,683 $ 61,341 Brand Direct 8,652 15,555 21,426 28,915 Marketplace 12,629 16,707 29,055 29,368 Technology Solutions 2,132 1,458 4,202 3,058 Salaries and related costs 13,237 11,708 26,945 21,977 General and administrative expenses 12,444 10,552 23,544 17,514 Depreciation and amortization 7,173 7,044 14,233 12,463 Acquisition costs 279 466 292 1,960 Change in fair value of contingent consideration liabilities (55) — 2,536 — Income from operations $ (9,665) $ 3,950 $ (12,867) $ 7,427 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying value of goodwill, by reporting segment, were as follows (in thousands): Brand Direct Marketplace Technology Solutions Total Balance, December 31, 2021 $ 18,376 $ 54,554 $ 3,628 $ 76,558 Additions (Note 6) — — 444 444 Miscellaneous changes (55) — — (55) Balance, June 30, 2022 $ 18,321 $ 54,554 $ 4,072 $ 76,947 |
Schedule of Finite-Lived Intangible Assets | Finite-lived intangible assets, net consisted of the following (in thousands): June 30, 2022 December 31, 2021 Amortization Gross Accumulated Net Gross Accumulated Net Technology 3 to 5 $ 54,346 $ (34,675) $ 19,671 $ 51,946 $ (29,929) $ 22,017 Customer relationships 2 to 9 49,423 (17,181) 32,242 49,273 (13,076) 36,197 Brand 1 to 7 12,168 (5,408) 6,760 12,109 (4,575) 7,534 Non-competition agreements 3 1,901 (1,686) 215 1,898 (1,418) 480 Total $ 117,838 $ (58,950) $ 58,888 $ 115,226 $ (48,998) $ 66,228 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table presents the components of outstanding debt (in thousands): June 30, 2022 December 31, 2021 Term loan $ 222,750 $ 223,875 Less: Unamortized debt issuance costs (1) (5,411) (6,120) Debt, net 217,339 217,755 Less: Current portion of long-term debt (2,250) (2,250) Long-term debt $ 215,089 $ 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 June 30, 2022 (in thousands): 2022 $ 1,125 2023 2,250 2024 2,250 2025 2,250 2026 and thereafter 214,875 Total debt $ 222,750 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Changes in Fair Value of Assets Acquired and Liabilities Assumed as Part of Business Combination | As of May 10, 2022, the acquisition date, the preliminary fair value of the intangibles, contingent consideration liability and working capital accounts are as follows (in thousands): Traverse Acquisition Date Fair Value Goodwill $ 444 Intangible Assets: Technology $ 2,500 Customer relationships $ 50 Brand $ 59 Non-competition agreements $ 3 Contingent consideration liability $ 428 Working capital accounts $ (49) |
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 21,894 444 Technology 4 to 5 3,900 — 2,500 Customer relationships 4 to 6 7,690 19,600 50 Accounts receivable, net 3,100 2,610 276 Brand 1 to 7 208 7,400 59 Non-competitive agreements 1 to 3 83 — 3 Property and equipment 3 to 5 250 220 — Accounts payable (2,887) (1,593) (454) Other assets acquired and liabilities assumed, net (1) 740 1 (103) Net assets and liabilities acquired $ 22,845 $ 50,132 $ 3,007 (1) Other assets acquired and liabilities assumed, net includes prepaids and other current assets, partially offset by other current liabilities (e.g., Travel and expense payables, payroll liabilities, tax liabilities, and transition services payable). |
Schedule of Business Acquisitions, by Acquisition | The following schedule represents the amounts of net revenue and net loss from operations related to Traverse, AAP and Crisp Results acquisitions which have been included in the unaudited consolidated statements of operations for the periods indicated subsequent to the acquisition date in the period of acquisition (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Traverse Traverse Net revenue $ 360 $ 360 Net income from operations $ 70 $ 70 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 AAP Crisp Results AAP Crisp Results Net revenue $ 5,774 $ 6,967 $ 10,075 $ 6,967 Net loss from operations $ (484) $ (155) $ (620) $ (155) |
Pro Forma Information | (in thousands): Three Months Ended June 30, 2022 DMS Traverse Pro Forma Net revenue $ 91,197 $ 277 $ 91,474 Net (loss) income from operations $ (9,665) $ (434) $ (10,099) Three Months Ended June 30, 2021 DMS AAP Crisp Results Traverse Pro Forma Net revenue $ 105,079 $ — $ — $ 583 $ 105,662 Net income (loss) from operations $ 3,950 $ — $ — $ (21) $ 3,929 Six Months Ended June 30, 2022 DMS Traverse Combined Net revenue $ 200,307 $ 999 $ 201,306 Net loss from operations $ (12,867) $ (417) $ (13,284) Six Months Ended June 30, 2021 DMS AAP Crisp Results Traverse Pro Forma Net revenue $ 201,882 $ 2,465 $ 8,284 $ 1,253 $ 213,884 Net income (loss) from operations $ 7,427 $ 457 $ 2,296 $ (67) $ 10,113 |
RESTRUCTURING COSTS (Tables)
RESTRUCTURING COSTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The change in liability for the restructuring costs reserve for the three and six months ended June 30, 2022 and 2021, respectively, was as follows (in thousands): Three Months Ended Three Months Ended June 30, 2021 Beginning balance $ 2,244 $ 2,966 Valuation adjustments 496 432 Lease payments (290) (487) Lease accretion 48 46 Ending balance $ 2,498 $ 2,957 Current portion - Accrued expenses and other current liabilities $ 908 $ 1,200 Long-term portion - Other non-current liabilities $ 1,590 $ 1,757 Six Months Ended Six Months Ended June 30, 2021 Beginning balance $ 2,516 $ 3,653 Valuation adjustments 470 81 Lease payments (584) (870) Lease accretion 96 93 Ending balance $ 2,498 $ 2,957 Current portion - Accrued expenses and other current liabilities $ 908 $ 1,200 Long-term portion - Other non-current liabilities $ 1,590 $ 1,757 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | The significant assumptions were as follows: June 30, 2022 Private Placement Warrants Fair Value Per Share $ 0.12 Private Placement Warrant valuation inputs: Stock price - DMS Inc. Class A Common Stock $ 1.11 Remaining contractual term in years 3.04 Estimated volatility 85.0 % Dividend yield 0.0 % Risk free interest rate 2.97 % The following table presents the contingent consideration assumptions. Aimtell / PushPros CYE2021 Revenue - Actual $ 7,193,881 CYE2022 Revenue - 6 Months Actual $ 2,724,201 CYE2022 Revenue - 6 Months Expectations $ 8,908,838 CYE2023 Revenue - Expectations $ 14,636,891 CYE2022 Risk Adjusted Revenue - 6 Months $ 8,715,176 CYE2023 Risk Adjusted Revenue $ 13,413,226 Revenue Volatility 25 % Iteration (actual) 100,000 Risk adjustment discount rate 9.50 % Risk free / Credit risk 12.0 % Days gap from period end to payment 90 Aramis CYE2022 Earnout Successful Probability 99.0 % Iteration (actual) 100,000 Risk free / Credit risk 12.0 % Days gap from period end to payment 90 Traverse CYE2023 Earnout Successful Probability 95.0 % Risk free / Credit risk 10.0 % Days gap from period end to payment 90 |
Fair Value Measurements, Recurring and Nonrecurring | The following table presents assets and liabilities measured at fair value on a recurrent basis (in thousands): June 30, 2022 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrant liabilities Total liabilities $ — $ — $ 480 $ 480 Contingent consideration - Crisp Results Contingent consideration payable - current — — 10,000 10,000 Contingent consideration - Aramis Contingent consideration payable - current — — 909 909 Contingent consideration - Traverse Contingent consideration payable - non-current — — 428 428 Contingent consideration - Aimtell/PushPro Contingent consideration payable - non-current — — 66 66 Total $ — $ — $ 11,883 $ 11,883 |
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, April 1, 2022 $ 2,120 $ 11,030 Additions — 428 Changes in fair value (1,640) (55) Settlements — — Balance, June 30, 2022 $ 480 11,403 Private Placement Warrants Contingent Consideration Balance, December 31, 2021 $ 3,960 $ 8,439 Additions — 428 Changes in fair value (3,480) 2,536 Settlements — — Balance, June 30, 2022 $ 480 $ 11,403 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A Common Stock: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net (loss) income $ (11,887) $ 4,939 $ (17,244) $ 4,727 Net (loss) income attributable to non-controlling interest (4,905) $ 2,411 (7,121) 2,373 Net (loss) income attributable to Digital Media Solutions, Inc. - basic $ (6,982) $ 2,528 $ (10,123) $ 2,354 Add: Income effects of Class B convertible common stock $ (4,903) $ — $ (7,116) $ — Less: dilutive effect of change in fair value of warrant liabilities attributable to Digital Media Solutions, Inc. — — — 4,321 Net (loss) income attributable to Digital Media Solutions, Inc. - diluted $ (11,885) $ 2,528 $ (17,239) $ (1,967) Denominator: Weighted average shares - basic 39,553 35,377 $ 37,969 $ 34,315 Add: dilutive effects of Class B convertible common stock 25,699 — $ 25,713 $ — Add: dilutive effects of employee equity awards — 628 — — Add: dilutive effects of private placement warrants — — — 10 Add: dilutive effects of deferred consideration — 517 — — Weighted average shares - diluted 65,252 36,522 63,682 34,325 Net earnings (loss) per common share: Basic $ (0.18) $ 0.07 $ (0.27) $ 0.07 Diluted $ (0.18) $ 0.07 $ (0.27) $ (0.06) |
BUSINESS, BASIS OF PRESENTATI_3
BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - DMSH | Jun. 30, 2022 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Equity method investment, ownership percentage | 58.70% | |
Sellers | ||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 41.30% | 41.60% |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 91,197 | $ 105,079 | $ 200,307 | $ 201,882 |
Brand Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 44,789 | 59,876 | 106,017 | 116,055 |
Marketplace | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 54,092 | 57,763 | 112,898 | 107,022 |
Technology Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 2,548 | 1,916 | 4,884 | 3,932 |
Intercompany eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | (10,232) | (14,476) | (23,492) | (25,127) |
Customer acquisition | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 86,984 | 101,242 | 192,149 | 192,904 |
Customer acquisition | Brand Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 43,124 | 57,955 | 102,743 | 111,009 |
Customer acquisition | Marketplace | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 54,092 | 57,763 | 112,898 | 107,022 |
Customer acquisition | Technology Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Customer acquisition | Intercompany eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | (10,232) | (14,476) | (23,492) | (25,127) |
Managed services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 3,068 | 3,030 | 6,187 | 7,371 |
Managed services | Brand Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 1,665 | 1,921 | 3,274 | 5,046 |
Managed services | Marketplace | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Managed services | Technology Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 1,403 | 1,109 | 2,913 | 2,325 |
Managed services | Intercompany eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Software services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 1,145 | 807 | 1,971 | 1,607 |
Software services | Brand Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Software services | Marketplace | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Software services | Technology Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 1,145 | 807 | 1,971 | 1,607 |
Software services | Intercompany eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 0 | $ 0 | $ 0 | $ 0 |
REVENUE - Additional Liabilitie
REVENUE - Additional Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Contract with customer, liability | $ 1.3 | $ 1.3 | $ 1.8 |
Customer1 | Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk | 24.70% | 21% |
REPORTABLE SEGMENTS (Details)
REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 91,197 | $ 105,079 | $ 200,307 | $ 201,882 |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 67,784 | 71,359 | 145,624 | 140,541 |
Gross profit | 23,413 | 33,720 | 54,683 | 61,341 |
Salaries and related costs | 13,237 | 11,708 | 26,945 | 21,977 |
General and administrative expenses | 12,444 | 10,552 | 23,544 | 17,514 |
Depreciation and amortization | 7,173 | 7,044 | 14,233 | 12,463 |
Acquisition costs | 279 | 466 | 292 | 1,960 |
Change in fair value of contingent consideration liabilities | (55) | 0 | 2,536 | 0 |
(Loss) income from operations | (9,665) | 3,950 | (12,867) | 7,427 |
Intercompany eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | (10,232) | (14,476) | (23,492) | (25,127) |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | (10,232) | (14,476) | (23,492) | (25,127) |
Brand Direct | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 44,789 | 59,876 | 106,017 | 116,055 |
Brand Direct | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 44,789 | 59,876 | 106,017 | 116,055 |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 36,137 | 44,321 | 84,591 | 87,140 |
Gross profit | 8,652 | 15,555 | 21,426 | 28,915 |
Marketplace | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 54,092 | 57,763 | 112,898 | 107,022 |
Marketplace | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 54,092 | 57,763 | 112,898 | 107,022 |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 41,463 | 41,056 | 83,843 | 77,654 |
Gross profit | 12,629 | 16,707 | 29,055 | 29,368 |
Technology Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 2,548 | 1,916 | 4,884 | 3,932 |
Technology Solutions | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 2,548 | 1,916 | 4,884 | 3,932 |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 416 | 458 | 682 | 874 |
Gross profit | $ 2,132 | $ 1,458 | $ 4,202 | $ 3,058 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 76,558 |
Additions (Note 6) | 444 |
Miscellaneous changes | (55) |
Goodwill, ending balance | 76,947 |
Brand Direct | Operating Segments | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 18,376 |
Additions (Note 6) | 0 |
Miscellaneous changes | (55) |
Goodwill, ending balance | 18,321 |
Marketplace | Operating Segments | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 54,554 |
Additions (Note 6) | 0 |
Miscellaneous changes | 0 |
Goodwill, ending balance | 54,554 |
Technology Solutions | Operating Segments | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 3,628 |
Additions (Note 6) | 444 |
Miscellaneous changes | 0 |
Goodwill, ending balance | $ 4,072 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Accumulated impairments | $ 0 | $ 0 | $ 0 | ||
Amortization of intangible assets | $ 5,000,000 | $ 5,800,000 | $ 10,000,000 | $ 9,900,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 117,838 | $ 115,226 |
Accumulated Amortization | (58,950) | (48,998) |
Net | 58,888 | 66,228 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 54,346 | 51,946 |
Accumulated Amortization | (34,675) | (29,929) |
Net | $ 19,671 | 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 | (17,181) | (13,076) |
Net | $ 32,242 | 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 | $ 12,168 | 12,109 |
Accumulated Amortization | (5,408) | (4,575) |
Net | $ 6,760 | 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 | $ 1,901 | 1,898 |
Accumulated Amortization | (1,686) | (1,418) |
Net | $ 215 | $ 480 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 222,750 | |
Unamortized debt issuance costs | (5,411) | $ (6,120) |
Debt, net | 217,339 | 217,755 |
Less: Current portion of long-term debt | (2,250) | (2,250) |
Long-term debt | 215,089 | 215,505 |
Term loan | ||
Debt Instrument [Line Items] | ||
Total debt | $ 222,750 | $ 223,875 |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 25, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | $ 5,411 | $ 5,411 | $ 6,120 | |||
Loss on debt extinguishment | 0 | $ 2,108 | 0 | $ 2,108 | 2,100 | |
Senior Secured Credit Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Debt term | 5 years | |||||
Senior secured revolving credit facility | $ 275,000 | |||||
Discount amount | 4,200 | 3,300 | 3,300 | 3,700 | ||
Debt issuance costs, before amortization | 3,500 | |||||
Unamortized debt issuance costs | $ 2,100 | $ 2,100 | 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% | |||||
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 | 6.29% | 6.29% | ||||
Unamortized debt issuance costs | $ 700 | $ 700 | $ 800 | |||
Senior Secured Credit Facility | Line of Credit | Revolving credit facility | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Variable rate | 5% | 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% | 1.75% | ||||
Monroe Facility | Line of Credit | Revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured revolving credit facility | $ 15,000 | $ 15,000 | ||||
Aggregate principal amount extinguished | $ 210,000 |
DEBT - Debt Maturity Schedule (
DEBT - Debt Maturity Schedule (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 1,125 |
2023 | 2,250 |
2024 | 2,250 |
2025 | 2,250 |
2026 and thereafter | 214,875 |
Total debt | $ 222,750 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||
Jul. 01, 2022 | May 10, 2022 | Apr. 01, 2022 | Apr. 01, 2021 | Feb. 01, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||||
Payments to acquire business | $ 2,579 | $ 24,830 | |||||||||
Issuance of equity for Aimtell/Aramis//PushPros, and Crisp Results | 0 | 35,000 | |||||||||
Change in fair value of contingent consideration liabilities | $ (55) | $ 0 | 2,536 | $ 0 | |||||||
Contingent consideration payable - non-current | 494 | $ 494 | $ 1,069 | ||||||||
Maximum | Brand | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 7 years | ||||||||||
Maximum | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 6 years | ||||||||||
Maximum | Technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 5 years | ||||||||||
Traverse | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred | $ 2,500 | ||||||||||
Contingent consideration liability | 428 | ||||||||||
Expected useful life | 5 years | ||||||||||
Traverse | Brand | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 3 years | ||||||||||
Traverse | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 5 years | ||||||||||
Traverse | Technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 5 years | ||||||||||
Traverse | Non-competition agreements | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 1 year | ||||||||||
Traverse | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent consideration liability | $ 500 | ||||||||||
Crisp Results | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred | $ 40,000 | ||||||||||
Contingent consideration liability | 5,200 | ||||||||||
Payments to acquire business | $ 20,000 | ||||||||||
Equity issued to acquiree (in shares) | 1,600,000 | ||||||||||
Issuance of equity for Aimtell/Aramis//PushPros, and Crisp Results | $ 20,000 | ||||||||||
Contingent consideration | $ 10,000 | ||||||||||
Deferred payment | $ 5,000 | ||||||||||
Change in fair value of contingent consideration liabilities | $ 2,600 | ||||||||||
Deferred payment period | 20 days | ||||||||||
Deferred acquisition consideration payable | $ 4,600 | $ 4,900 | $ 4,900 | ||||||||
Expected useful life | 5 years 7 months 6 days | ||||||||||
Crisp Results | Class A Common Stock | Subsequent Event | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares issued in connection with acquisition (in shares) | 2,990,000 | ||||||||||
Sale of stock price per unit (usd per share) | $ 3.3455 | ||||||||||
Crisp Results | Brand | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 7 years | ||||||||||
Crisp Results | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 6 years | ||||||||||
Crisp Results | Maximum | Brand | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 7 years | ||||||||||
Crisp Results | Maximum | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 6 years | ||||||||||
AAP | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred | $ 20,000 | ||||||||||
Contingent consideration liability | 2,100 | ||||||||||
Payments to acquire business | $ 5,000 | ||||||||||
Equity issued to acquiree (in shares) | 1,290,000 | ||||||||||
Issuance of equity for Aimtell/Aramis//PushPros, and Crisp Results | $ 15,000 | ||||||||||
Goodwill, measurement period adjustment | $ 100 | ||||||||||
Change in fair value of contingent consideration liabilities | $ 1,000 | ||||||||||
Expected useful life | 4 years | ||||||||||
Contingent consideration payable - non-current | $ 15,000 | ||||||||||
Earnout period | 3 years | ||||||||||
AAP | Brand | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 2 years 1 month 6 days | ||||||||||
AAP | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 4 years 1 month 6 days | ||||||||||
AAP | Technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 4 years | ||||||||||
AAP | Non-competition agreements | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 3 years |
ACQUISITIONS - Changes in Fair
ACQUISITIONS - Changes in Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | May 10, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 76,947 | $ 76,558 | |
Traverse | |||
Business Acquisition [Line Items] | |||
Goodwill | 444 | $ 444 | |
Contingent consideration liability | 428 | ||
Working capital accounts | (49) | ||
Traverse | Technology | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 2,500 | 2,500 | |
Traverse | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 50 | 50 | |
Traverse | Brand | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 59 | 59 | |
Traverse | Non-competition agreements | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 3 | $ 3 |
ACQUISITIONS - Net Assets And L
ACQUISITIONS - Net Assets And Liabilities Acquired (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | May 10, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 76,947 | $ 76,558 | |
Minimum | |||
Business Acquisition [Line Items] | |||
Expected useful life of acquired property, plant and equipment | 3 years | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Expected useful life of acquired property, plant and equipment | 5 years | ||
Technology | Minimum | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 4 years | ||
Technology | Maximum | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 5 years | ||
Customer relationships | Minimum | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 4 years | ||
Customer relationships | Maximum | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 6 years | ||
Brand | Minimum | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 1 year | ||
Brand | Maximum | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 7 years | ||
AAP | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 4 years | ||
Cash | 0 | ||
Goodwill | 9,761 | ||
Accounts receivable, net | 3,100 | ||
Property and equipment | 250 | ||
Accounts payable | (2,887) | ||
Other assets acquired and liabilities assumed, net | 740 | ||
Net assets and liabilities acquired | 22,845 | ||
AAP | Technology | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 4 years | ||
Finite-lived intangible assets acquired | 3,900 | ||
AAP | Customer relationships | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 4 years 1 month 6 days | ||
Finite-lived intangible assets acquired | 7,690 | ||
AAP | Brand | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 2 years 1 month 6 days | ||
Finite-lived intangible assets acquired | 208 | ||
AAP | Non-competition agreements | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 3 years | ||
Finite-lived intangible assets acquired | 83 | ||
Crisp Results | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Goodwill | 21,894 | ||
Accounts receivable, net | 2,610 | ||
Property and equipment | 220 | ||
Accounts payable | (1,593) | ||
Other assets acquired and liabilities assumed, net | 1 | ||
Net assets and liabilities acquired | 50,132 | ||
Crisp Results | Technology | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 0 | ||
Crisp Results | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 19,600 | ||
Crisp Results | Brand | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 7,400 | ||
Crisp Results | Non-competition agreements | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 0 | ||
Traverse | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 5 years | ||
Cash | $ 232 | ||
Goodwill | 444 | $ 444 | |
Accounts receivable, net | 276 | ||
Property and equipment | 0 | ||
Accounts payable | (454) | ||
Other assets acquired and liabilities assumed, net | (103) | ||
Net assets and liabilities acquired | $ 3,007 | ||
Traverse | Technology | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 5 years | ||
Finite-lived intangible assets acquired | $ 2,500 | 2,500 | |
Traverse | Customer relationships | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 5 years | ||
Finite-lived intangible assets acquired | $ 50 | 50 | |
Traverse | Brand | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 3 years | ||
Finite-lived intangible assets acquired | $ 59 | 59 | |
Traverse | Non-competition agreements | |||
Business Acquisition [Line Items] | |||
Expected Useful Life | 1 year | ||
Finite-lived intangible assets acquired | $ 3 | $ 3 |
ACQUISITIONS - Net Revenue and
ACQUISITIONS - Net Revenue and Net Income (Loss) Attributable to DMS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Traverse | ||||
Business Acquisition [Line Items] | ||||
Net revenue | $ 360 | $ 360 | ||
Net loss from operations | $ 70 | $ 70 | ||
Aimtell, PushPros and Aramis | ||||
Business Acquisition [Line Items] | ||||
Net revenue | $ 5,774 | $ 10,075 | ||
Net loss from operations | (484) | (620) | ||
Crisp Results | ||||
Business Acquisition [Line Items] | ||||
Net revenue | 6,967 | 6,967 | ||
Net loss from operations | $ (155) | $ (155) |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Net revenue | $ 91,474 | $ 105,662 | $ 201,306 | $ 213,884 |
Net income (loss) from operations | (10,099) | 3,929 | (13,284) | 10,113 |
DMS | ||||
Business Acquisition [Line Items] | ||||
Net revenue | 91,197 | 105,079 | 200,307 | 201,882 |
Net income (loss) from operations | (9,665) | 3,950 | (12,867) | 7,427 |
Traverse | ||||
Business Acquisition [Line Items] | ||||
Net revenue | 277 | 583 | 999 | 1,253 |
Net income (loss) from operations | $ (434) | (21) | $ (417) | (67) |
AAP | ||||
Business Acquisition [Line Items] | ||||
Net revenue | 0 | 2,465 | ||
Net income (loss) from operations | 0 | 457 | ||
Crisp Results | ||||
Business Acquisition [Line Items] | ||||
Net revenue | 0 | 8,284 | ||
Net income (loss) from operations | $ 0 | $ 2,296 |
RESTRUCTURING COSTS - Additiona
RESTRUCTURING COSTS - Additional Information (Details) $ in Millions | Jun. 30, 2022 ft² rental | Dec. 31, 2020 USD ($) |
Restructuring and Related Activities [Abstract] | ||
Decrease in cash for rent expense | $ | $ 1.9 | |
Number of properties under lease termination agreement | rental | 4 | |
Number of properties under lease termination agreement, rental area | ft² | 55,798 |
RESTRUCTURING COSTS - Restructu
RESTRUCTURING COSTS - Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | $ 2,244 | $ 2,966 | $ 2,516 | $ 3,653 |
Valuation adjustments | 496 | 432 | 470 | 81 |
Lease payments | (290) | (487) | (584) | (870) |
Lease accretion | 48 | 46 | 96 | 93 |
Ending balance | 2,498 | 2,957 | 2,498 | 2,957 |
Accrued Liabilities | ||||
Restructuring Reserve [Roll Forward] | ||||
Lease reserve | 908 | 1,200 | 908 | 1,200 |
Other Noncurrent Liabilities | ||||
Restructuring Reserve [Roll Forward] | ||||
Lease reserve | $ 1,590 | $ 1,757 | $ 1,590 | $ 1,757 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) shares in Millions | Jun. 30, 2022 shares |
Private Placement Warrant liabilities | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding (in shares) | 4 |
FAIR VALUE MEASUREMENTS - Input
FAIR VALUE MEASUREMENTS - Inputs and Valuations (Details) | Jun. 30, 2022 yr $ / shares |
Private Placement Warrants Fair Value Per Share | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement inputs | 0.12 |
Stock price - DMS Inc. Class A Common Stock | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement inputs | 1.11 |
Remaining contractual term in years | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement inputs | yr | 3.04 |
Estimated volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement inputs | 0.850 |
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 | 0.0297 |
FAIR VALUE MEASUREMENTS - Conti
FAIR VALUE MEASUREMENTS - Contingent Consideration Assumptions (Details) | Jun. 30, 2022 USD ($) d |
Aimtell / PushPros | CYE2021 Revenue - Actual | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 7,193,881 |
Aimtell / PushPros | CYE2022 Revenue - 6 Months Actual | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 2,724,201 |
Aimtell / PushPros | CYE2022 Revenue - 6 Months Expectations | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 8,908,838 |
Aimtell / PushPros | CYE2023 Revenue - Expectations | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 14,636,891 |
Aimtell / PushPros | CYE2022 Risk Adjusted Revenue - 6 Months | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 8,715,176 |
Aimtell / PushPros | CYE2023 Risk Adjusted Revenue | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 13,413,226 |
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 | 0.0950 |
Aimtell / PushPros | Risk free / Credit risk | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 0.120 |
Aimtell / PushPros | Days gap from period end to payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | d | 90 |
Aramis | Iteration (actual) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 100,000 |
Aramis | Risk free / Credit risk | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 0.120 |
Aramis | Days gap from period end to payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | d | 90 |
Aramis | CYE2022 Earnout Successful Probability | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 0.990 |
Traverse | Risk free / Credit risk | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 0.100 |
Traverse | Days gap from period end to payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | d | 90 |
Traverse | CYE2022 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 | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Warrant liabilities | $ 480 | $ 3,960 |
Contingent consideration payable - current | 10,909 | 7,370 |
Contingent consideration payable - non-current | 494 | $ 1,069 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 11,883 | |
Fair Value, Recurring | Crisp Results | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - current | 10,000 | |
Fair Value, Recurring | Aramis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - current | 909 | |
Fair Value, Recurring | Traverse | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - non-current | 428 | |
Fair Value, Recurring | Aimtell / PushPros | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - non-current | 66 | |
Fair Value, Recurring | Private Placement Warrant liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Warrant liabilities | 480 | |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | |
Fair Value, Recurring | Level 1 | 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 | Aramis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - current | 0 | |
Fair Value, Recurring | Level 1 | Traverse | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - non-current | 0 | |
Fair Value, Recurring | Level 1 | Aimtell / PushPros | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - non-current | 0 | |
Fair Value, Recurring | Level 1 | Private Placement Warrant liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Warrant liabilities | 0 | |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | |
Fair Value, Recurring | Level 2 | 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 | Aramis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - current | 0 | |
Fair Value, Recurring | Level 2 | Traverse | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - non-current | 0 | |
Fair Value, Recurring | Level 2 | Aimtell / PushPros | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - non-current | 0 | |
Fair Value, Recurring | Level 2 | Private Placement Warrant liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Warrant liabilities | 0 | |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 11,883 | |
Fair Value, Recurring | Level 3 | Crisp Results | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - current | 10,000 | |
Fair Value, Recurring | Level 3 | Aramis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - current | 909 | |
Fair Value, Recurring | Level 3 | Traverse | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - non-current | 428 | |
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 | 66 | |
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 | $ 480 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 11,030 | $ 8,439 |
Additions | 428 | 428 |
Changes in fair value | (55) | 2,536 |
Settlements | 0 | 0 |
Ending balance | 11,403 | 11,403 |
Private Placement Warrant liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 2,120 | 3,960 |
Additions | 0 | 0 |
Changes in fair value | (1,640) | (3,480) |
Settlements | 0 | 0 |
Ending balance | $ 480 | $ 480 |
EMPLOYEE AND DIRECTOR INCENTI_2
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Apr. 12, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 15, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 3.9 | $ 2.8 | ||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 762,000 | |||
Continuous service period | 4 years | |||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 381,406 | |||
Time-Based Vesting Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 381,406 | |||
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 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Examination [Line Items] | |||||
Income tax expense | $ 45 | $ 1,031 | $ 355 | $ 1,148 | |
Effective tax rate | (0.40%) | 17.30% | (2.10%) | 19.50% | |
Amount required to be paid to sellers | 85% | 85% | |||
Refund of preclosing taxes to be paid to Sellers | 100% | 100% | |||
Refund of preclosing taxes to be paid to Sellers, period after closing | 2 years | ||||
Current tax receivable agreement | $ 1,310 | $ 1,310 | $ 1,310 | ||
DMSH | |||||
Income Tax Examination [Line Items] | |||||
Equity method investment, ownership percentage | 58.70% | 58.70% |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net (loss) income | $ (11,887) | $ 4,939 | $ (17,244) | $ 4,727 |
Net (loss) income attributable to non-controlling interest | (4,905) | 2,411 | (7,121) | 2,373 |
Net (loss) income attributable to Digital Media Solutions, Inc. - basic | (6,982) | 2,528 | (10,123) | 2,354 |
Add: Income effects of Class B convertible common stock | (4,903) | 0 | (7,116) | 0 |
Less: dilutive effect of change in fair value of warrant liabilities attributable to Digital Media Solutions, Inc. | 0 | 0 | 0 | 4,321 |
Net (loss) income attributable to Digital Media Solutions, Inc. - diluted | $ (11,885) | $ 2,528 | $ (17,239) | $ (1,967) |
Denominator: | ||||
Weighted-average shares outstanding - basic (in shares) | 39,553 | 35,377 | 37,969 | 34,315 |
Add: dilutive effects of contingent consideration - Crisp Marketing acquisition (in shares) | 25,699 | 0 | 25,713 | 0 |
Add: dilutive effects of employee equity awards (in shares) | 0 | 628 | 0 | 0 |
Add: dilutive effects of deferred consideration (in shares) | 0 | 517 | 0 | 0 |
Weighted-average shares outstanding - diluted (in shares) | 65,252 | 36,522 | 63,682 | 34,325 |
Net earnings (loss) per common share: | ||||
Basic (usd per share) | $ (0.18) | $ 0.07 | $ (0.27) | $ 0.07 |
Diluted (usd per share) | $ (0.18) | $ 0.07 | $ (0.27) | $ (0.06) |
Private Placement Warrant liabilities | ||||
Denominator: | ||||
Add: dilutive effects of warrants (in shares) | 0 | 0 | 0 | 10 |
EARNINGS PER SHARE - Additional
EARNINGS PER SHARE - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Crisp Results | Class A Common Stock | Subsequent Event | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Shares issued in connection with acquisition (in shares) | 2,990,000 | ||||
Private Warrant | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded (in shares) | 4,000,000 | 4,000,000 | 4,000,000 | ||
Public Warrant | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |
Stock Options | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded (in shares) | 1,900,000 | 100,000 | 1,900,000 | 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) | 1,700,000 | 1,700,000 | |||
Performance Shares | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded (in shares) | 400,000 | 400,000 | |||
Units convertible into common stock | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded (in shares) | 25,900,000 | 25,900,000 |