Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
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 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | DMS | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 36,167,765 | |
Redeemable warrants to acquire Class A common stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants to acquire Class A common stock | |
Trading Symbol | DMS WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,999,464 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 18,829 | $ 31,397 |
Accounts receivable, net of allowances of $3,985 and $3,121, respectively | 51,868 | 42,085 |
Prepaid and other current assets | 3,171 | 2,943 |
Income tax receivable | 2,141 | 474 |
Total current assets | 76,009 | 76,899 |
Property and equipment, net | 18,484 | 15,016 |
Goodwill | 67,127 | 44,904 |
Intangible assets, net | 86,434 | 46,447 |
Deferred tax assets | 19,687 | 18,948 |
Other assets | 797 | 206 |
Total assets | 268,538 | 202,420 |
Current liabilities: | ||
Accounts payable | 39,741 | 37,191 |
Accrued expenses and other current liabilities | 7,569 | 9,886 |
Current portion of long-term debt | 2,250 | 7,967 |
Income tax payable | 26 | 1,413 |
Short-term Tax Receivable Agreement liability | 1,180 | 510 |
Contingent consideration payable - current | 6,213 | 0 |
Total current liabilities | 56,979 | 56,967 |
Long-term debt | 215,995 | 193,591 |
Long-term Tax Receivable Agreement liability | 16,179 | 15,760 |
Deferred tax liability | 6,455 | 7,024 |
Private Placement Warrant liabilities | 14,640 | 22,080 |
Contingent consideration payable - noncurrent | 4,035 | 0 |
Deferred acquisition consideration payable | 4,642 | 0 |
Other non-current liabilities | 2,520 | 2,683 |
Total liabilities | 321,445 | 298,105 |
Preferred stock, $0.0001 par value, 100,000 shares authorized; none issued and outstanding at June 30, 2021 | 0 | 0 |
Additional paid-in capital | (27,642) | (48,027) |
Retained earnings | (737) | (3,146) |
Total stockholders' deficit | (28,373) | (51,167) |
Non-controlling interest | (24,534) | (44,518) |
Total deficit | (52,907) | (95,685) |
Total liabilities and deficit | 268,538 | 202,420 |
Class A Common Stock | ||
Current liabilities: | ||
Common stock | 3 | 3 |
Class B Common Stock | ||
Current liabilities: | ||
Common stock | 3 | 3 |
Class C common stock | ||
Current liabilities: | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net revenue | $ 105,079 | $ 75,196 | $ 201,882 | $ 147,924 |
Cost of revenue | 71,359 | 52,402 | 140,541 | 102,561 |
Salaries and related costs | 11,708 | 7,901 | 21,977 | 16,231 |
General and administrative expenses | 10,552 | 4,652 | 17,514 | 9,950 |
Acquisition costs | 466 | 47 | 1,960 | 74 |
Depreciation and amortization | 7,044 | 4,356 | 12,463 | 8,671 |
Income from operations | 3,950 | 5,838 | 7,427 | 10,437 |
Interest expense | 3,622 | 3,491 | 6,879 | 7,281 |
Change in fair value of warrant liabilities | (7,750) | 0 | (7,435) | 0 |
Loss on debt extinguishment | 2,108 | 0 | 2,108 | 0 |
Net income before income taxes | 5,970 | 2,347 | 5,875 | 3,156 |
Income tax expense | 1,031 | 213 | 1,148 | 265 |
Net income | 4,939 | 2,134 | 4,727 | 2,891 |
Net income attributable to non-controlling interest | 2,411 | 0 | 2,373 | 0 |
Net income attributable to Digital Media Solutions, Inc. | $ 2,528 | $ 2,134 | $ 2,354 | $ 2,891 |
Weighted-average shares outstanding - basic (in shares) | 35,377 | 34,315 | ||
Weighted-average shares outstanding - diluted (in shares) | 36,522 | 34,325 | ||
Earnings per share attributable to Digital Media Solutions, Inc.: | ||||
Basic (usd per share) | $ 70 | $ 70 | ||
Diluted (usd per share) | $ 70 | $ (60) |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Unaudited) - USD ($) | Total | SmarterChaos | Class A Common Stock | Class B Common Stock | Total Stockholders' Deficit | Total Stockholders' DeficitSmarterChaos | [1] | Common StockClass A Common Stock | Common StockClass A Common StockSmarterChaos | [1] | Common StockClass B Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalSmarterChaos | [1] | Retained Earnings | Non- controlling Interest | Members’ Deficit | ||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | |||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ (106,258,000) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (106,258,000) | |||||||||||
Net income (loss) | 757,000 | 0 | 0 | 757,000 | |||||||||||||||
Member distributions | (170,000) | $ 0 | $ 0 | (170,000) | |||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 0 | 0 | |||||||||||||||||
Ending balance at Mar. 31, 2020 | (105,671,000) | 0 | $ 0 | $ 0 | 0 | 0 | 0 | (105,671,000) | |||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | |||||||||||||||||
Beginning balance at Dec. 31, 2019 | (106,258,000) | 0 | $ 0 | $ 0 | 0 | 0 | 0 | (106,258,000) | |||||||||||
Net income (loss) | 2,891,000 | ||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 0 | 0 | |||||||||||||||||
Ending balance at Jun. 30, 2020 | (103,537,000) | 0 | $ 0 | $ 0 | 0 | 0 | 0 | (103,537,000) | |||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 0 | 0 | |||||||||||||||||
Beginning balance at Mar. 31, 2020 | (105,671,000) | 0 | $ 0 | $ 0 | 0 | 0 | 0 | (105,671,000) | |||||||||||
Net income (loss) | 2,134,000 | 2,134,000 | |||||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 0 | 0 | |||||||||||||||||
Ending balance at Jun. 30, 2020 | (103,537,000) | 0 | $ 0 | $ 0 | 0 | 0 | 0 | $ (103,537,000) | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 32,393 | 25,999 | |||||||||||||||||
Beginning balance at Dec. 31, 2020 | (95,685,000) | (51,167,000) | $ 3,000 | $ 3,000 | (48,027,000) | (3,146,000) | (44,518,000) | ||||||||||||
Net income (loss) | (212,000) | (119,000) | (119,000) | (93,000) | |||||||||||||||
Shares issued in connection with acquisition (in shares) | 1,293 | ||||||||||||||||||
Shares issued in connection with acquisition | 15,000,000 | 9,384,000 | 9,384,000 | 5,616,000 | |||||||||||||||
Exercise of warrants to issue Class A common stock (in shares) | 1 | ||||||||||||||||||
Exercise of warrants to issue Class A common stock | 17,000 | 17,000 | 17,000 | ||||||||||||||||
Stock-based compensation | 1,365,000 | 1,365,000 | 1,365,000 | ||||||||||||||||
Other | (21,000) | (21,000) | |||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 33,687 | 25,999 | |||||||||||||||||
Ending balance at Mar. 31, 2021 | (79,536,000) | (40,520,000) | $ 3,000 | $ 3,000 | (37,261,000) | (3,265,000) | (39,016,000) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 32,393 | 25,999 | |||||||||||||||||
Beginning balance at Dec. 31, 2020 | (95,685,000) | (51,167,000) | $ 3,000 | $ 3,000 | (48,027,000) | (3,146,000) | (44,518,000) | ||||||||||||
Net income (loss) | 4,727,000 | ||||||||||||||||||
Units/shares redeemed and issued to Class A Common Stock (in shares) | 154,000 | ||||||||||||||||||
Units/shares redeemed and issued to Class A Common Stock | $ 3,000,000 | ||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 35,818,000 | 25,699,000 | 35,818 | 25,699 | |||||||||||||||
Ending balance at Jun. 30, 2021 | (52,907,000) | (28,373,000) | $ 3,000 | $ 3,000 | (27,642,000) | (737,000) | (24,534,000) | ||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 33,687 | 25,999 | |||||||||||||||||
Beginning balance at Mar. 31, 2021 | (79,536,000) | (40,520,000) | $ 3,000 | $ 3,000 | (37,261,000) | (3,265,000) | (39,016,000) | ||||||||||||
Net income (loss) | 4,939,000 | 2,528,000 | 2,528,000 | 2,411,000 | |||||||||||||||
Shares issued in connection with acquisition (in shares) | 1,595 | ||||||||||||||||||
Shares issued in connection with acquisition | 19,823,000 | 11,513,000 | 11,513,000 | 8,310,000 | |||||||||||||||
Units/shares redeemed and issued to Class A Common Stock (in shares) | 300 | 154 | |||||||||||||||||
Units/shares redeemed and issued to Class A Common Stock | 192,000 | $ 392,000 | [1] | 192,000 | $ 392,000 | $ (300) | 192,000 | $ 392,000 | |||||||||||
Stock redeemed (in shares) | 82 | ||||||||||||||||||
Impact of transactions affecting non-controlling interest | [2] | (3,788,000) | (3,788,000) | 3,788,000 | |||||||||||||||
Stock-based compensation | 1,394,000 | 1,394,000 | 1,394,000 | ||||||||||||||||
Other | [3] | (111,000) | (84,000) | (84,000) | (27,000) | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 35,818,000 | 25,699,000 | 35,818 | 25,699 | |||||||||||||||
Ending balance at Jun. 30, 2021 | $ (52,907,000) | $ (28,373,000) | $ 3,000 | $ 3,000 | $ (27,642,000) | $ (737,000) | $ (24,534,000) | ||||||||||||
[1] | 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. | ||||||||||||||||||
[2] | On June 30, 2021, the sellers of Smarter Chaos 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. | ||||||||||||||||||
[3] | Includes costs associated with the issuance of equity shares. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Unaudited) (Parenthetical) | Jun. 30, 2021 |
Statement of Stockholders' Equity [Abstract] | |
Amount of noncontrolling interest redeemed | 50.00% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net income | $ 4,727 | $ 2,891 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 12,463 | 8,671 |
Lease restructuring charges | 174 | 0 |
Loss on debt extinguishment | 2,108 | 0 |
Provision for bad debt | 909 | 0 |
Stock-based compensation, net of amounts capitalized | 2,530 | 0 |
Payment of contingent consideration | 0 | (1,000) |
Amortization of debt issuance costs | 528 | 471 |
Deferred income tax provision, net | 364 | (984) |
Change in fair value of contingent consideration | 560 | 0 |
Change in fair value of warrant liabilities | (7,435) | 0 |
Change in income tax receivable and payable | (2,328) | 0 |
Change in accounts receivable, net | (4,330) | (2,200) |
Change in prepaid expenses and other current assets | 222 | (4,109) |
Change in accounts payable and accrued expenses | (6,768) | (76) |
Change in other liabilities | (190) | 29 |
Net cash provided by operating activities | 3,534 | 3,693 |
Cash flows from investing activities | ||
Additions to property and equipment | (4,212) | (5,031) |
Acquisition of businesses, net of cash acquired | (24,830) | 0 |
Net cash used in investing activities | (29,042) | (5,031) |
Cash flows from financing activities | ||
Payments of long-term debt and notes payable | (199,851) | (2,386) |
Proceeds from borrowings on revolving credit facilities | 11,000 | 10,000 |
Payments of borrowings on revolving credit facilities | (15,000) | (1,000) |
Proceeds from issuance of long-term debt | 220,840 | 0 |
Proceeds from warrants exercised | 11 | 0 |
Payment of debt issuance costs | (3,565) | (163) |
Payment of equity issuance costs | (322) | 0 |
Payment of early termination | (188) | 0 |
Other | 15 | (170) |
Net cash provided by financing activities | 12,940 | 6,281 |
Net change in cash | (12,568) | 4,943 |
Cash, beginning of period | 31,397 | 3,008 |
Cash, end of period | 18,829 | 7,951 |
Supplemental Disclosure of Cash Flow Information | ||
Interest | 6,308 | 6,904 |
Income taxes, net | 3,837 | 0 |
Non-Cash Investing and Financing Transactions: | ||
Contingent and deferred acquisition consideration | 14,890 | 0 |
Issuance of equity for Aimtell/PushPros/Aramis and Crisp Results | 35 | 0 |
Capital expenditures included in accounts payable | $ 1,144 | $ 248 |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Allowance for credit loss | $ 3,985 | $ 3,121 |
Preferred stock par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 100,000,000 | 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 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 35,818,000 | |
Common stock outstanding (in shares) | 35,818,000 | |
Class B Common Stock | ||
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock issued (in shares) | 25,999,000 | |
Common stock outstanding (in shares) | 25,699,000 | |
Class C common stock | ||
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock issued (in shares) | 0 | |
Common stock outstanding (in shares) | 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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. Restatement of Previously Issued Financial Statements The notes included herein should be read in conjunction with the Company’s restated audited consolidated financial statements included in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 18, 2021 (the “2020 Form 10-K/A”). As previously disclosed in our 2020 Form 10-K/A, we restated the Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2020, as well as each of the impacted quarters within 2020 to make the necessary accounting corrections related to our warrant accounting for the Private Placement warrants. There was no impact to the quarter ended June 30, 2020 as the Private Placement warrants were not issued. 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 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 condensed 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 As discussed in more detail in our 2020 Form 10-K/A on July 15, 2020, DMSH consummated the Business Combination with Leo pursuant to the Business Combination Agreement (“Business Combination”). Pursuant to the Business Combination, DMS Inc. acquired, directly and through its acquisition of the equity of Blocker, approximately 55.5% 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 44.5% 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 2020 Form 10-K/A. Non-controlling Interest The non-controlling interest represents the membership interest in Digital Media Solutions Holding (“DMSH”) held by holders other than the Company. As of June 30, 2021, the Prism, Clairvest Direct Sellers and SmarterChaos combined ownership percentage in DMSH was 41.9% and as of December 31, 2020 it was 44.8%. The Company has consolidated the financial position and results of operations of DMSH and reflected the proportionate interest held by Prism, Clairvest Direct Seller and the SmarterChaos sellers as a non-controlling interest. Changes in Accounting Standards and Policies There have been no changes in the significant accounting policies from those that were disclosed in our 2020 Form 10-K/A. Accounting Standards Not Yet Adopted The Company qualifies as an “emerging growth company” and thus has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In February 2016, the Financial Accounting Standards Board (“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 to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The standard must be adopted using a modified retrospective transition. We plan to adopt the standard using the optional transition method whereby we would apply the new lease requirements through a cumulative-effect adjustment on the effective date of adoption. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets, recognizing assets and related lease liabilities, which may or may not have a material impact on the Company’s Consolidated Financial Statements. In June 2016, the FASB issued authoritative guidance on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a current expected credit loss model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for EGC fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 Brand Marketplace Other Intercompany eliminations Total Three Months Ended June 30, 2021 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 Three Months Ended June 30, 2020 Three Months Ended June 30, 2020 Brand Marketplace Other Intercompany eliminations Total Net revenue: Customer acquisition $ 40,185 $ 35,218 $ — $ (6,636) $ 68,767 Managed services 5,189 — 449 — 5,638 Software services — — 791 — 791 Total Net revenue $ 45,374 $ 35,218 $ 1,240 $ (6,636) $ 75,196 Six Months Ended June 30, 2021 Brand Direct Marketplace Other Intercompany eliminations Total Six Months Ended June 30, 2021 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 Six Months Ended June 30, 2020 Six Months Ended June 30, 2020 Brand Direct Marketplace Other Intercompany eliminations Total Net revenue: Customer acquisition 78,637 69,396 — (10,246) 137,787 Managed services 7,638 — 899 — 8,537 Software services — — 1,600 — 1,600 Total Net revenue $ 86,275 $ 69,396 $ 2,499 $ (10,246) $ 147,924 Contract balances As of June 30, 2021 and December 31, 2020, the balance of deferred revenue was $1.2 million and $1.7 million, respectively, and recorded within Accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets. We expect the majority of the deferred revenue balance at June 30, 2021 to be recognized as revenue during the following quarter. For the three and six months ended June 30, 2021, we recognized revenue of $1.1 million and $2.8 million, respectively, t hat was previously recorded as a contract liability within “Accrued expenses and other current liabilities” on the unaudited condensed consolidated balance sheets. |
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
REPORTABLE SEGMENTS | REPORTABLE SEGMENTSThe Company’s operating segments are determined based on the financial information reviewed by its chief operating decision maker (“CODM”), and the basis upon which management makes resource allocation decisions and assesses the performance of the Company’s segments. The Company evaluates the operating performance of its segments based on financial measures such as net revenue, cost of revenue, and gross profit. Given the nature of the digital marketing solutions business, the amount of assets does not provide meaningful insight into the operating performance of the Company. As a result, the amount of the Company’s assets is not subject to segment allocation and total assets is not included within the disclosure of the Company’s segment financial information. The following tables are a reconciliation of the operations of our segments to income from operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net revenue $ 105,079 $ 75,196 $ 201,882 $ 147,924 Brand Direct 59,876 45,374 116,055 86,275 Marketplace 57,763 35,218 107,022 69,396 Other 1,916 1,240 3,932 2,499 Intercompany eliminations (14,476) (6,636) (25,127) (10,246) Cost of revenue 71,359 52,402 140,541 102,561 Brand Direct 44,321 34,410 87,140 65,298 Marketplace 41,056 24,541 77,654 47,440 Other 458 38 874 69 Intercompany eliminations (14,476) (6,587) (25,127) (10,246) Gross profit $ 33,720 $ 22,794 $ 61,341 $ 45,363 Salaries and related costs 11,708 7,901 21,977 16,231 General and administrative expenses 10,552 4,652 17,514 9,950 Acquisition costs 466 47 1,960 74 Depreciation and amortization 7,044 4,356 12,463 8,671 Income from operations $ 3,950 $ 5,838 $ 7,427 $ 10,437 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
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 Marketplace Other Total Balance, December 31, 2020 $ 8,616 $ 32,660 $ 3,628 $ 44,904 Additions (Note 6) 4,853 17,370 — 22,223 Balance, June 30, 2021 $ 13,469 $ 50,030 $ 3,628 $ 67,127 The carrying amount of goodwill for all reporting units had no accumulated impairments as of June 30, 2021 and December 31, 2020. Intangible assets, net Finite-lived intangible assets, net consisted of the following (in thousands): June 30, 2021 December 31, 2020 Amortization Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Technology 3 to 5 $ 58,631 $ (26,672) $ 31,959 $ 48,008 $ (21,454) $ 26,554 Customer relationships 2 to 9 55,713 (10,653) 45,060 21,794 (6,749) 15,045 Brand 1 to 7 9,621 (1,547) 8,074 4,295 (961) 3,334 Non-competition agreements 3 2,222 (881) 1,341 2,105 (591) 1,514 Total $ 126,187 $ (39,753) $ 86,434 $ 76,202 $ (29,755) $ 46,447 Amortization expense for finite-lived intangible assets is recorded on a straight-line basis in the pattern in which the assets’ economic benefits are consumed over their estimated useful lives. Amortization expense related to finite-lived intangible assets was $9.9 million and $7.1 million for the six months ended June 30, 2021 and 2020, respectively. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table presents the components of outstanding debt (in thousands): June 30, 2021 December 31, 2020 Term loan $ 225,000 $ 190,541 Revolving credit facility — 4,000 Delayed draw term loan — 8,236 Notes payable — 1,074 Total debt 225,000 203,851 Unamortized debt issuance costs (1) (6,755) (2,293) Debt, net 218,245 201,558 Current portion of long-term debt (2,250) (7,967) Long-term debt $ 215,995 $ 193,591 (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 new 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 Company deferred approximately $3.5 million of issuance costs primarily associated with brokerage, legal, arrangement and consulting fees. The discount and the deferred financing costs will be amortized using the effective interest method over the life of the note. The Term Loan which was issued at an original issue discount of 1.8% or $4.2 million, will be subject to payment of 1.0% of the original aggregate principal amount per annum paid quarterly, with a bullet payment at maturity. The Term Loan will mature, and the revolving credit commitments under the Revolving Facility will terminate, on May 25, 2026, when any outstanding balances will become due. Borrowings under the Revolving Facility bear interest, at our option, at either (i) adjusted LIBOR plus 4.25% or (ii) a base rate (which is equal to the highest of (a) 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 Loans bears interest at, at our option, at either (i) adjusted LIBOR plus 5.00% or (ii) the Base Rate plus 4.00%. Under the Revolving Facility, DMS LLC will pay a 0.50% per annum commitment fee in arrears on the undrawn portion of the revolving commitments. 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 (“Monroe Facility”). The Company recognized a loss on debt extinguishment of $2.1 million during the three and six months ended June 30, 2021, which primarily included accelerated amortization of deferred financing costs, legal fees and early termination fee. The loss recognized is presented as “Debt Extinguishment” in the condensed consolidated statement of operations. Debt Maturity Schedule The scheduled maturities of our total debt are estimated as follows at June 30, 2021: (in thousands) 2021 $ 1,125 2022 2,250 2023 2,250 2024 2,250 2025 and thereafter 217,125 Total debt $ 225,000 |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Crisp Results On April 1, 2021, the Company completed a transaction to purchase the assets of Crisp Marketing, LLC (“Crisp Results”). Crisp Results is a digital performance advertising company that connects consumers with brands within the insurance sector, with primary focus on the Medicare insurance industry. Crisp Results is known for providing predictable, reliable, flexible and scalable customer acquisition solutions, supporting large brands with a process that combines data, design, technology and innovation. The Company paid consideration of $40.0 million upon closing of the transaction, consisting of $20.0 million cash and Class A Common Stock valued at $20.0 million. The transaction also includes up to $10.0 million in contingent consideration to be earned over the 12 months following the acquisition, subject to the achievements of certain milestones, and $5.0 million of deferred payment, to be paid 18-months after the acquisition date. As of April 1, 2021, the acquisition date, the present value of the contingent consideration earnout was recorded at $4.8 million, and the deferred consideration was $4.6 million. As of June 30, 2021, the contingent consideration earnout increased $0.6 million during the current quarter to a total of $5.4 million, and the deferred consideration did not materially change. The contingent consideration and deferred payment can be paid in cash or DMS Class A Common Stock at the election of the Company. In conjunction with this acquisition, we incurred approximately $0.7 million of legal and other acquisition-related expenses, which were recorded as Acquisition costs in the unaudited condensed consolidated operations during the three and six months ended June 30, 2021. Additionally, we incurred $0.2 million of equity issuance costs, offsetting the 1.6 million share issuance in the equity for Crisp Results. The Company primarily used an Income Approach, specifically a Discounted Cash Flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired businesses have been included in the Company’s results of operations since the acquisition date of 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. The fair value of the brand was determined by applying an Income Approach, specifically the Relief from Royalty Method. The fair value of the acquired customer relationships was determined by applying an Income Approach, specifically the Multi Period Excess Earnings Method. The 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. Intangible assets primarily consist of brand and customer relationships with an estimated useful life of, one five Aimtell, PushPros and Aramis The Company acquired on February 1, 2021, Aimtell, Inc. (“Aimtell”), PushPros, Inc. (“PushPros”) and Aramis Interactive (“Aramis”). Aimtell and PushPros are leading providers of technology-enabled digital performance advertising solutions connecting 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 at the closing transaction, consisting of $5.0 million in cash and approximately 1.29 million shares of Class A Common Stock valued at $15.0 million, subject to a lock-up agreement, contingent consideration with a fair value of $4.9 million and working capital of $0.3 million. Total payouts for contingent consideration over the three years following the closing of the transaction is $15.0 million, subject to the acquired companies reaching certain milestones. The contingent consideration can be paid in cash or DMS Class A Common Stock at the election of the Company. As of February 1, 2021, the acquisition date, the present value of the contingent consideration earnout was recorded at $4.9 million. The contingent consideration did not materially change during the three and six months ended June 30, 2021. The contingent consideration can be paid in cash or DMS Class A Common Stock at the election of the Company. In conjunction with this acquisition, we incurred approximately $0.5 million of legal and other acquisition-related expenses, which were recorded as Acquisition costs in the unaudited condensed consolidated statements of operations during the six months ended June 30, 2021. The Company primarily used an Income Approach, specifically a Discounted Cash Flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired businesses have been included in the Company’s results of operations since the acquisition date of February 1, 2021. Under Accounting Standards Codification 805 (ASC 805), an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand, technology and customer relationships of the acquired business. The fair value of the brand and technology was determined by applying an Income Approach, specifically the Relief from Royalty Method. The fair value of the acquired customer relationships was determined by applying an Income Approach, specifically the Multi Period Excess Earnings Method. The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of Aimtell/Aramis/PushPros and is included in the Brand Direct reportable segment. Intangible assets primarily consist of technology, brand and customer relationships with an estimated useful life of seven years for technology, one five SmarterChaos and She is Media On July 16, 2020, the Company acquired SmarterChaos.com, LLC, a premier digital marketing and online performance management marketer, along with She Is Media, a female-centric performance ad network, (collectively, “SmarterChaos”) for cash and equity of DMSH totaling approximately $5.8 million, net of cash, which was subject to a working capital adjustment that was finalized December 31, 2020. DMSH issued the SmarterChaos sellers approximately 307,000 DMSH Units, which are convertible to Class A Common Stock, with an aggregate total value of $3.0 million based on the DMS Inc. stock price on July 15, 2020. The SmarterChaos sellers also became parties to the Amended Partnership Agreement. On June 30, 2021, SmarterChaos sellers elected to redeem 154,000 DMSH units; DMS Inc. elected to exchange those for shares of Class A common stock, with an aggregate capital contribution to DMSH of approximately $3.0 million. In conjunction with this acquisition, we incurred approximately $0.4 million of legal and other acquisition-related expenses, which were recorded as Acquisition costs in the unaudited condensed consolidated statements of operations. The Company primarily used an Income Approach, specifically a Discounted Cash Flow (“DCF”) analysis, which represents Level 3 fair value measurements, to assess the components of its purchase price allocation. The acquisition was accounted for as a business combination, whereby the excess of the fair value of the business over the fair value of identifiable net assets was allocated to goodwill. The results of operations of the acquired businesses have been included in the Company’s results of operations since the acquisition date of July 16, 2020. Under Accounting Standards Codification 805 (ASC 805), an acquirer must recognize any assets acquired and liabilities assumed at the acquisition date, measured at fair value as of that date. Assets meeting the identification criteria included tangible assets, such as real and personal property, and intangible assets. Identified intangible assets included the brand and customer relationships of the acquired business. The fair value of the brand was determined by applying an Income Approach, specifically the Relief from Royalty Method. The fair value of the acquired customer relationships was determined by applying an Income Approach, specifically the Multi Period Excess Earnings Method. The goodwill related to this transaction reflects the workforce and synergies expected from combining the operations of SmarterChaos and is included in the Other reportable segment. Intangible assets primarily consist of brand and customer relationships with an estimated useful life of one five Net assets and liabilities acquired from the 2020 and 2021 Acquisitions consist of the following; (In thousands) SmarterChaos Aimtell, PushPros and Aramis (preliminary) Crisp Results (preliminary) Expected Useful Life 2020 2021 2021 2021 Goodwill $ 3,078 $ 4,853 $ 17,370 Technology $ — $ 10,500 $ — 3 to 5 Customer relationships $ 2,500 $ 7,920 $ 26,000 5 to 6 Accounts receivable $ 576 $ 3,313 $ 2,610 Brand $ 277 $ 226 $ 5,100 1 to 7 Non-competitive agreements $ — $ 117 $ — 3 Property and equipment $ 28 $ 250 $ 220 3 to 5 Accounts payable $ (1,156) $ (2,966) $ (1,593) Other assets acquired and liabilities assumed, net (1) $ 496 $ 1,057 $ — Net assets and liabilities acquired $ 5,799 $ 25,270 $ 49,707 (1) Other assets acquired and liabilities assumed, net includes Prepaids, and Other Current Assets, partially offset by other current liabilities (i.e., Travel and expense payables, payroll liabilities, tax liabilities). The following schedule represents the amounts of net revenue and net income (loss) from operations related to 2021 and 2020 acquisitions which have been included in the unaudited consolidated statements of operations for the periods indicated subsequent to the acquisition date. Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 (In thousands) Aimtell, PushPros and Aramis Crisp Results Aimtell, PushPros and Aramis Crisp Results Net revenue $ 5,774 $ 6,967 $ 10,075 $ 6,967 Net income (loss) from operations $ (484) $ (155) $ (620) $ (155) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 (In thousands) SmarterChaos Net revenue $ 934 $ 1,757 Net income (loss) from operations $ 7 $ (161) Pro Forma Information The following unaudited pro forma financial information represents the consolidated financial information as if the acquisitions had been included in our consolidated results beginning on the first day of the fiscal year prior to their respective acquisition dates. The pro forma results do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisitions; the costs to combine the companies’ operations; or the costs necessary to achieve these costs savings, operating synergies and revenue enhancements. The pro forma results do not necessarily reflect the actual results of operations of the combined companies under our ownership and operation. A proforma schedule for SmarterChaos is not included below because the Company was acquired on July 16, 2020 and net revenue and net income from operations related to this acquisition prior to July 16, 2020 was not material to the Company’s consolidated financial position or results of operations. Net revenue and net income from operations are presented in the above table subsequent to the acquisition date. Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 (In thousands) Aimtell, PushPros and Aramis Crisp Results Aimtell, PushPros and Aramis Crisp Results Net revenue $ 5,774 $ 6,967 $ 14,860 $ 15,246 Net income (loss) from operations $ (484) $ (155) $ 635 $ 2,087 Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Aimtell, PushPros and Aramis Crisp Results Aimtell, PushPros and Aramis Crisp Results Net revenue $ 8,393 $ 6,650 $ 16,432 $ 13,110 Net income (loss) from operations $ 2,573 $ 1,119 $ 3,268 $ 2,105 |
RESTRUCTURING COSTS
RESTRUCTURING COSTS | 6 Months Ended |
Jun. 30, 2021 | |
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. Termination of office lease and other related costs include lease and termination of fixed assets, employee training, relocation and facility costs. These costs are recorded in General and administrative expenses, net in the unaudited condensed consolidated statements of operations. During the year ended December 31, 2020, the Company entered into negotiations with landlords to terminate lease agreements, for twelve different properties for approximately 62,113 square feet of office space located in Canada and the United States. As of June 30, 2021, a reserve of approximately $3.0 million was recorded; and $1.2 million is accrued for within Accrued expenses and other current liabilities and $1.8 million is accrued for within Other non-current liabilities, on the unaudited condensed consolidated balance sheets. During the three and six months ended June 30, 2021, the Company recognized a valuation cost reduction to the restructuring lease liability of $0.4 million and $0.1 million, respectively, which primarily consisted of two additional locations added to the reserve representing 7,975 sq. feet. The change in liability for the restructuring costs for the three and six months ended June 30, 2021 are as follows: Three Months Ended June 30, 2021 Restructuring Lease Liability Beginning balance at April 1, 2021 $ 2,966 Valuation adjustments 432 Lease payments (487) Lease accretion 46 Ending balance at June 30, 2021 $ 2,957 Six Months Ended June 30, 2021 Restructuring Lease Liability Beginning balance at January 1, 2021 $ 3,653 Valuation adjustments 81 Lease payments (870) Lease accretion 93 Ending balance at June 30, 2021 $ 2,957 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2021 | |
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. Private Placement Warrants As disclosed in the 2020 Form 10-K/A, during the first quarter of 2021, we reevaluated the accounting treatment of the Company’s Warrants issued in connection with the Business Combination. As a result of our reevaluation, we restated the Private Placement Warrants and recorded these warrants at fair value as a liability in the Company’s consolidated balance sheet as at December 31, 2020. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes-Merton valuation model. 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, 2021, the Company has approximately 4.0 million Private Placement Warrants outstanding. The significant assumptions were as follows: June 30, 2021 Private Placement Warrants Fair Value Per Share $ 3.66 Private Placement Warrant valuation inputs: Stock price $ 9.68 Strike price $ 11.50 Remaining contractual term in years 4.04 Estimated volatility of Class A Common Stock 55.0 % Dividend yield 0.0 % Risk free interest rate 0.67 % Contingent consideration payable related to acquisitions The fair value of the contingent consideration payable for the Aimtell/PushPros/Aramis and Crisp Results acquisitions (described in Note 6 Acquisitions ) were determined using a Monte Carlo fair value analysis based on estimated performance and the probability of achieving certain targets. As certain inputs are not observable in the market, the contingent consideration is classified as a Level 3 instrument. Changes in fair value of contingent consideration are presented under Acquisition costs on the unaudited condensed statement of operations. The range of outcomes for the fair value of the contingent consideration did not materially change for Aimtell/PushPros/Aramis from prior period. Contingent Consideration assumptions: Aimtell/PushPros/Aramis Crisp Results EBITDA expectations 4,390,925 10,581,397 Risk adjustment EBITDA 3,885,625 9,680,674 EBITDA volatility 115.0 % 70.0 % Iteration (actual) 100,000 100,000 Risk adjustment discount rate 36.0 % 21.5 % Risk free / Credit risk 6.2 % 6.2 % Days gap from period end to payment 90 90 June 30, 2021 Category Level 1 Level 2 Level 3 Total Liabilities: Private Warrant Liabilities Total liabilities $ — $ — $ 14,640 $ 14,640 Contingent consideration - current Contingent consideration payable $ 6,213 $ 6,213 Contingent consideration -non-current Contingent consideration payable $ — $ — $ 4,035 $ 4,035 Total $ — $ — $ 24,888 $ 24,888 The following table represents the change in the warrant liability and contingent consideration (in thousands): Private Warrants Contingent Consideration Beginning January 1, 2021 $ 22,080 $ — Additions — 9,688 Changes in fair value (7,435) 560 Settlements (5) — Ending June 30, 2021 $ 14,640 $ 10,248 Private Warrants Contingent Consideration Beginning April 1, 2021 $ 22,390 $ 5,307 Additions — 4,763 Changes in fair value (7,750) 178 Settlements — — Ending June 30, 2021 $ 14,640 $ 10,248 |
EMPLOYEE AND DIRECTOR INCENTIVE
EMPLOYEE AND DIRECTOR INCENTIVE PLANS | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
EMPLOYEE AND DIRECTOR INCENTIVE PLANS | EMPLOYEE AND DIRECTOR INCENTIVE PLANS 2020 Omnibus Incentive Plan On July 15, 2020, Leo’s shareholders approved the 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan allows for the issuance of stock options, stock appreciation rights, stock awards (including restricted stock awards (“RSAs”) and Restricted Stock Units (“RSUs”) and other stock-based awards. Directors, officers and employees, as well as others performing independent consulting or advisory services for the Company or its affiliates, will be eligible for grants under the 2020 Plan. The aggregate number of shares reserved under the 2020 Plan is approximately 11.6 million. The 2020 Plan terminates on June 24, 2030. For additional information see Note 12 “Employee and Director Incentive Plans” in the Notes to Consolidated Financial Statements in our 2020 Form 10-K/A. The fair value of non-vested shares is determined based on the closing trading price of the Company’s shares on the grant date and are amortized over the award’s service period. At June 30, 2021, total non-vested stock-based compensation expense related to restricted stock was $7.0 million, which will be recognized over a weighted-average remaining period of 2.04 years. The weighted-average grant-date fair value of shares granted during the six-month period ended June 30, 2021, was $7.14 per share. Restricted Shares The following table presents the restricted share activity for the six-month period ended June 30, 2021 (in thousands, except price per share): Restricted Stock Units Number of Restricted Stock Weighted-Average Grant Date Fair Value Outstanding at January 1, 2021 1,197 $ 7.31 Granted 56 $ 12.10 Exercised (83) $ 7.31 Forfeited/Canceled (101) $ 11.73 Outstanding at June 30, 2021 1,069 $ 7.14 As of June 30, 2021, the Company has one shared-based compensation plan that allows for granting of restricted share units and stock options. The compensation cost that has been recorded against Consolidated Statement of Operations, “Salaries and related costs” was approximately $1.4 million and $2.8 million for the three and six months ended June 30, 2021, respectively. The total intrinsic value of units exercised during the quarter ended June 30, 2021, was $0.6 million. The following table presents the stock option activity for the quarter ended June 30, 2021 (in thousands, except price per share): Stock Options Number of Stock Options Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in Years) Total Intrinsic Value of Stock Options Vested Outstanding at January 1, 2021 551 $ 3.34 5.9 years $ — Granted 59 $ 5.77 5.9 years $ — Forfeited/expired (47) $ 5.33 — $ — Outstanding at June 30, 2021 563 $ 3.43 5.9 years $ — Vested at June 30, 2021 (9) $ 3.34 — $ 47.36 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
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 58.1% of equity interests in DMSH. DMSH is treated as a partnership for purposes of U.S. federal and certain state and local income tax. As a U.S. partnership, generally DMSH will not be subject to corporate income taxes (except with respect to UE, as described below). Instead, each of the ultimate partners (including DMS Inc.) are taxed on their proportionate share of DMSH taxable income. While the Company consolidates DMSH for financial reporting purposes, the Company will only be taxed on its allocable share of future earnings (i.e. those earnings not attributed to the non-controlling interests, which continue to be taxed on their own allocable share of future earnings of DMSH). The Company’s income tax expense is attributable to the allocable share of earnings from DMSH, a portion of activities of DMSH that are subject to Canadian income tax, and the activities of UE, a wholly-owned U.S. corporate subsidiary of DMSH, which is subject to U.S. federal and state and local income taxes. The income tax burden on the earnings allocated to the non-controlling interests is not reported by the Company in its condensed consolidated financial statements under GAAP. As a result, the Company’s effective tax rate is expected to differ materially from the statutory rate. The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. The Company recorded income tax expense of $1.0 million and $1.1 million for the three and six months ended June 30, 2021. The blended effective tax rate for the three and six months ended June 30, 2021 were 17.27% and 19.53%, which varies from our statutory U.S. tax rate due to taxable income or loss that is allocated to the non-controlling interest. The Company recorded $0.2 million and $0.3 million income tax expense for the three and six months ended June 30, 2020. Tax Receivable Agreement In conjunction with the Business Combination, DMS Inc. and Blocker also entered into a Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two As of June 30, 2021, the total amount of payments under the TRA was $17.4 million, of which $1.2 million was current and included in Accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheet. ASU 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This new guidance was effective for the Company beginning on January 1, 2021, and did not have a material impact on the Company’s condensed consolidated financial statements. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to DMS Inc., after adjusting net income for the change in fair value of warrant liability multiplied by the percentage of parent’s ownership share and the denominator is adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. Prior to the Business Combination, the membership structure of DMSH included units which had profit interests. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these unaudited condensed consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the Business Combination on July 15, 2020. The basic and diluted earnings per share represent only the shares earned during the period of January 1, 2021 to June 30, 2021. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Three Months Ended June 30, Six Months Ended June 30, 2021 2021 Numerator: Net income attributable to Digital Media Solutions, Inc. - basic $ 2,528 $ 2,354 Less: dilutive effect of change in fair value warrant liabilities attributable to Digital Media Solutions, Inc. — 4,321 Net income (loss) attributable to Digital Media Solutions, Inc. - diluted $ 2,528 $ (1,967) Denominator: Weighted average shares - basic 35,377 34,315 Add: dilutive effects of employee equity awards 628 — Add: dilutive effects of Private Placement warrants — 10 Add: dilutive effects of public warrants — 0 Add: dilutive effects of deferred consideration 517 0 Weighted average shares - diluted 36,522 34,325 Net income per common share: Basic $ 0.07 $ 0.07 Diluted $ 0.07 $ (0.06) For the three months ended June 30, 2021, the Company excluded 14.0 million warrants, 87,000 employee equity awards and 25.9 million DMSH Units convertible into Class A Common Stock, as the effect was anti-dilutive. For the six months ended June 30, 2021, the Company excluded 10.0 million warrants, 25.9 million DMSH Units convertible into Class A Common Stock and 1,632,000 employee equity awards as the effect was anti-dilutive. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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 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 condensed consolidated financial statements; therefore, actual results could differ from those estimates. Interim results are not necessarily indicative of the results for a full year. |
New accounting standards | Accounting Standards Not Yet Adopted The Company qualifies as an “emerging growth company” and thus has elected to adhere to the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In February 2016, the Financial Accounting Standards Board (“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 to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The standard must be adopted using a modified retrospective transition. We plan to adopt the standard using the optional transition method whereby we would apply the new lease requirements through a cumulative-effect adjustment on the effective date of adoption. We plan to elect the package of practical expedients permitted under the transition guidance of the new standards, which allows us to not reassess whether any expired or existing contracts contain leases, allows us to carry forward the historical lease classification and permits us to exclude from our assessment initial direct costs for any existing leases. We will also make an accounting policy election to exclude leases with an initial term of twelve months or less from our transition adjustment. We are currently evaluating the impact on our consolidated balance sheets, recognizing assets and related lease liabilities, which may or may not have a material impact on the Company’s Consolidated Financial Statements. In June 2016, the FASB issued authoritative guidance on accounting for credit losses on financial instruments, including trade receivables, and has since issued subsequent updates to the initial guidance. The amended guidance requires the application of a current expected credit loss model, which measures credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires adoption using a modified retrospective approach and is effective for EGC fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact on our consolidated financial statements. |
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., after adjusting net income for the change in fair value of warrant liability multiplied by the percentage of parent’s ownership share and the denominator is adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables presents the disaggregation of revenue by reportable segment and type of service (in thousands): Three Months Ended June 30, 2021 Brand Marketplace Other Intercompany eliminations Total Three Months Ended June 30, 2021 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 Three Months Ended June 30, 2020 Three Months Ended June 30, 2020 Brand Marketplace Other Intercompany eliminations Total Net revenue: Customer acquisition $ 40,185 $ 35,218 $ — $ (6,636) $ 68,767 Managed services 5,189 — 449 — 5,638 Software services — — 791 — 791 Total Net revenue $ 45,374 $ 35,218 $ 1,240 $ (6,636) $ 75,196 Six Months Ended June 30, 2021 Brand Direct Marketplace Other Intercompany eliminations Total Six Months Ended June 30, 2021 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 Six Months Ended June 30, 2020 Six Months Ended June 30, 2020 Brand Direct Marketplace Other Intercompany eliminations Total Net revenue: Customer acquisition 78,637 69,396 — (10,246) 137,787 Managed services 7,638 — 899 — 8,537 Software services — — 1,600 — 1,600 Total Net revenue $ 86,275 $ 69,396 $ 2,499 $ (10,246) $ 147,924 |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 2020 2021 2020 Net revenue $ 105,079 $ 75,196 $ 201,882 $ 147,924 Brand Direct 59,876 45,374 116,055 86,275 Marketplace 57,763 35,218 107,022 69,396 Other 1,916 1,240 3,932 2,499 Intercompany eliminations (14,476) (6,636) (25,127) (10,246) Cost of revenue 71,359 52,402 140,541 102,561 Brand Direct 44,321 34,410 87,140 65,298 Marketplace 41,056 24,541 77,654 47,440 Other 458 38 874 69 Intercompany eliminations (14,476) (6,587) (25,127) (10,246) Gross profit $ 33,720 $ 22,794 $ 61,341 $ 45,363 Salaries and related costs 11,708 7,901 21,977 16,231 General and administrative expenses 10,552 4,652 17,514 9,950 Acquisition costs 466 47 1,960 74 Depreciation and amortization 7,044 4,356 12,463 8,671 Income from operations $ 3,950 $ 5,838 $ 7,427 $ 10,437 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying value of goodwill, by reporting segment, were as follows (in thousands): Brand Marketplace Other Total Balance, December 31, 2020 $ 8,616 $ 32,660 $ 3,628 $ 44,904 Additions (Note 6) 4,853 17,370 — 22,223 Balance, June 30, 2021 $ 13,469 $ 50,030 $ 3,628 $ 67,127 |
Schedule of Finite-Lived Intangible Assets | Finite-lived intangible assets, net consisted of the following (in thousands): June 30, 2021 December 31, 2020 Amortization Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Technology 3 to 5 $ 58,631 $ (26,672) $ 31,959 $ 48,008 $ (21,454) $ 26,554 Customer relationships 2 to 9 55,713 (10,653) 45,060 21,794 (6,749) 15,045 Brand 1 to 7 9,621 (1,547) 8,074 4,295 (961) 3,334 Non-competition agreements 3 2,222 (881) 1,341 2,105 (591) 1,514 Total $ 126,187 $ (39,753) $ 86,434 $ 76,202 $ (29,755) $ 46,447 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table presents the components of outstanding debt (in thousands): June 30, 2021 December 31, 2020 Term loan $ 225,000 $ 190,541 Revolving credit facility — 4,000 Delayed draw term loan — 8,236 Notes payable — 1,074 Total debt 225,000 203,851 Unamortized debt issuance costs (1) (6,755) (2,293) Debt, net 218,245 201,558 Current portion of long-term debt (2,250) (7,967) Long-term debt $ 215,995 $ 193,591 (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, 2021: (in thousands) 2021 $ 1,125 2022 2,250 2023 2,250 2024 2,250 2025 and thereafter 217,125 Total debt $ 225,000 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Net assets and liabilities acquired from the 2020 and 2021 Acquisitions consist of the following; (In thousands) SmarterChaos Aimtell, PushPros and Aramis (preliminary) Crisp Results (preliminary) Expected Useful Life 2020 2021 2021 2021 Goodwill $ 3,078 $ 4,853 $ 17,370 Technology $ — $ 10,500 $ — 3 to 5 Customer relationships $ 2,500 $ 7,920 $ 26,000 5 to 6 Accounts receivable $ 576 $ 3,313 $ 2,610 Brand $ 277 $ 226 $ 5,100 1 to 7 Non-competitive agreements $ — $ 117 $ — 3 Property and equipment $ 28 $ 250 $ 220 3 to 5 Accounts payable $ (1,156) $ (2,966) $ (1,593) Other assets acquired and liabilities assumed, net (1) $ 496 $ 1,057 $ — Net assets and liabilities acquired $ 5,799 $ 25,270 $ 49,707 (1) Other assets acquired and liabilities assumed, net includes Prepaids, and Other Current Assets, partially offset by other current liabilities (i.e., Travel and expense payables, payroll liabilities, tax liabilities). |
Schedule of Business Acquisitions, by Acquisition | The following schedule represents the amounts of net revenue and net income (loss) from operations related to 2021 and 2020 acquisitions which have been included in the unaudited consolidated statements of operations for the periods indicated subsequent to the acquisition date. Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 (In thousands) Aimtell, PushPros and Aramis Crisp Results Aimtell, PushPros and Aramis Crisp Results Net revenue $ 5,774 $ 6,967 $ 10,075 $ 6,967 Net income (loss) from operations $ (484) $ (155) $ (620) $ (155) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 (In thousands) SmarterChaos Net revenue $ 934 $ 1,757 Net income (loss) from operations $ 7 $ (161) |
Pro Forma Information | The pro forma results do not necessarily reflect the actual results of operations of the combined companies under our ownership and operation. A proforma schedule for SmarterChaos is not included below because the Company was acquired on July 16, 2020 and net revenue and net income from operations related to this acquisition prior to July 16, 2020 was not material to the Company’s consolidated financial position or results of operations. Net revenue and net income from operations are presented in the above table subsequent to the acquisition date. Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 (In thousands) Aimtell, PushPros and Aramis Crisp Results Aimtell, PushPros and Aramis Crisp Results Net revenue $ 5,774 $ 6,967 $ 14,860 $ 15,246 Net income (loss) from operations $ (484) $ (155) $ 635 $ 2,087 Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Aimtell, PushPros and Aramis Crisp Results Aimtell, PushPros and Aramis Crisp Results Net revenue $ 8,393 $ 6,650 $ 16,432 $ 13,110 Net income (loss) from operations $ 2,573 $ 1,119 $ 3,268 $ 2,105 |
RESTRUCTURING COSTS (Tables)
RESTRUCTURING COSTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The change in liability for the restructuring costs for the three and six months ended June 30, 2021 are as follows: Three Months Ended June 30, 2021 Restructuring Lease Liability Beginning balance at April 1, 2021 $ 2,966 Valuation adjustments 432 Lease payments (487) Lease accretion 46 Ending balance at June 30, 2021 $ 2,957 Six Months Ended June 30, 2021 Restructuring Lease Liability Beginning balance at January 1, 2021 $ 3,653 Valuation adjustments 81 Lease payments (870) Lease accretion 93 Ending balance at June 30, 2021 $ 2,957 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | June 30, 2021 Category Level 1 Level 2 Level 3 Total Liabilities: Private Warrant Liabilities Total liabilities $ — $ — $ 14,640 $ 14,640 Contingent consideration - current Contingent consideration payable $ 6,213 $ 6,213 Contingent consideration -non-current Contingent consideration payable $ — $ — $ 4,035 $ 4,035 Total $ — $ — $ 24,888 $ 24,888 |
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 Warrants Contingent Consideration Beginning January 1, 2021 $ 22,080 $ — Additions — 9,688 Changes in fair value (7,435) 560 Settlements (5) — Ending June 30, 2021 $ 14,640 $ 10,248 Private Warrants Contingent Consideration Beginning April 1, 2021 $ 22,390 $ 5,307 Additions — 4,763 Changes in fair value (7,750) 178 Settlements — — Ending June 30, 2021 $ 14,640 $ 10,248 |
Fair Value Measurement Inputs and Valuation Techniques | As of June 30, 2021, the Company has approximately 4.0 million Private Placement Warrants outstanding. The significant assumptions were as follows: June 30, 2021 Private Placement Warrants Fair Value Per Share $ 3.66 Private Placement Warrant valuation inputs: Stock price $ 9.68 Strike price $ 11.50 Remaining contractual term in years 4.04 Estimated volatility of Class A Common Stock 55.0 % Dividend yield 0.0 % Risk free interest rate 0.67 % Contingent Consideration assumptions: Aimtell/PushPros/Aramis Crisp Results EBITDA expectations 4,390,925 10,581,397 Risk adjustment EBITDA 3,885,625 9,680,674 EBITDA volatility 115.0 % 70.0 % Iteration (actual) 100,000 100,000 Risk adjustment discount rate 36.0 % 21.5 % Risk free / Credit risk 6.2 % 6.2 % Days gap from period end to payment 90 90 |
EMPLOYEE AND DIRECTOR INCENTI_2
EMPLOYEE AND DIRECTOR INCENTIVE PLANS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Nonvested Restricted Stock Shares Activity | The following table presents the restricted share activity for the six-month period ended June 30, 2021 (in thousands, except price per share): Restricted Stock Units Number of Restricted Stock Weighted-Average Grant Date Fair Value Outstanding at January 1, 2021 1,197 $ 7.31 Granted 56 $ 12.10 Exercised (83) $ 7.31 Forfeited/Canceled (101) $ 11.73 Outstanding at June 30, 2021 1,069 $ 7.14 |
Share-Based Payment Arrangement, Option, Activity | The following table presents the stock option activity for the quarter ended June 30, 2021 (in thousands, except price per share): Stock Options Number of Stock Options Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in Years) Total Intrinsic Value of Stock Options Vested Outstanding at January 1, 2021 551 $ 3.34 5.9 years $ — Granted 59 $ 5.77 5.9 years $ — Forfeited/expired (47) $ 5.33 — $ — Outstanding at June 30, 2021 563 $ 3.43 5.9 years $ — Vested at June 30, 2021 (9) $ 3.34 — $ 47.36 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Three Months Ended June 30, Six Months Ended June 30, 2021 2021 Numerator: Net income attributable to Digital Media Solutions, Inc. - basic $ 2,528 $ 2,354 Less: dilutive effect of change in fair value warrant liabilities attributable to Digital Media Solutions, Inc. — 4,321 Net income (loss) attributable to Digital Media Solutions, Inc. - diluted $ 2,528 $ (1,967) Denominator: Weighted average shares - basic 35,377 34,315 Add: dilutive effects of employee equity awards 628 — Add: dilutive effects of Private Placement warrants — 10 Add: dilutive effects of public warrants — 0 Add: dilutive effects of deferred consideration 517 0 Weighted average shares - diluted 36,522 34,325 Net income per common share: Basic $ 0.07 $ 0.07 Diluted $ 0.07 $ (0.06) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - DMSH | Jun. 30, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Equity method investment, ownership percentage | 55.50% | |
Prism and Clairvest Direct Seller | ||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 44.50% | |
Prism, Clairvest Direct Seller and SmarterChaos | ||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 41.90% | 44.80% |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 105,079 | $ 75,196 | $ 201,882 | $ 147,924 |
Brand Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 59,876 | 45,374 | 116,055 | 86,275 |
Marketplace | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 57,763 | 35,218 | 107,022 | 69,396 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 1,916 | 1,240 | 3,932 | 2,499 |
Intercompany eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | (14,476) | (6,636) | (25,127) | (10,246) |
Customer acquisition | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 101,242 | 68,767 | 192,904 | 137,787 |
Customer acquisition | Brand Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 57,955 | 40,185 | 111,009 | 78,637 |
Customer acquisition | Marketplace | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 57,763 | 35,218 | 107,022 | 69,396 |
Customer acquisition | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Customer acquisition | Intercompany eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | (14,476) | (6,636) | (25,127) | (10,246) |
Managed services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 3,030 | 5,638 | 7,371 | 8,537 |
Managed services | Brand Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 1,921 | 5,189 | 5,046 | 7,638 |
Managed services | Marketplace | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Managed services | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 1,109 | 449 | 2,325 | 899 |
Managed services | Intercompany eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Software services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 807 | 791 | 1,607 | 1,600 |
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 | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 807 | 791 | 1,607 | 1,600 |
Software services | Intercompany eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 0 | $ 0 | $ 0 | $ 0 |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Contract with customer, liability | $ 1,200 | $ 1,200 | $ 1,700 |
Contract with customer, receivable, net | 2,200 | 2,200 | $ 1,800 |
Contract with customer, revenue recognized | $ 1,100 | $ 2,800 |
REPORTABLE SEGMENTS (Details)
REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 105,079 | $ 75,196 | $ 201,882 | $ 147,924 |
Cost of revenue | 71,359 | 52,402 | 140,541 | 102,561 |
Gross profit | 33,720 | 22,794 | 61,341 | 45,363 |
Salaries and related costs | 11,708 | 7,901 | 21,977 | 16,231 |
General and administrative expenses | 10,552 | 4,652 | 17,514 | 9,950 |
Acquisition costs | 466 | 47 | 1,960 | 74 |
Depreciation and amortization | 7,044 | 4,356 | 12,463 | 8,671 |
Income from operations | 3,950 | 5,838 | 7,427 | 10,437 |
Intercompany eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | (14,476) | (6,636) | (25,127) | (10,246) |
Cost of revenue | (14,476) | (6,587) | (25,127) | (10,246) |
Brand Direct | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 59,876 | 45,374 | 116,055 | 86,275 |
Brand Direct | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 59,876 | 45,374 | 116,055 | 86,275 |
Cost of revenue | 44,321 | 34,410 | 87,140 | 65,298 |
Marketplace | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 57,763 | 35,218 | 107,022 | 69,396 |
Marketplace | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 57,763 | 35,218 | 107,022 | 69,396 |
Cost of revenue | 41,056 | 24,541 | 77,654 | 47,440 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 1,916 | 1,240 | 3,932 | 2,499 |
Other | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 1,916 | 1,240 | 3,932 | 2,499 |
Cost of revenue | $ 458 | $ 38 | $ 874 | $ 69 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance, December 31, 2020 | $ 44,904 |
Additions | 22,223 |
Balance, June 30, 2021 | 67,127 |
Brand Direct | Operating Segments | |
Goodwill [Roll Forward] | |
Balance, December 31, 2020 | 8,616 |
Additions | 4,853 |
Balance, June 30, 2021 | 13,469 |
Marketplace | Operating Segments | |
Goodwill [Roll Forward] | |
Balance, December 31, 2020 | 32,660 |
Additions | 17,370 |
Balance, June 30, 2021 | 50,030 |
Other | Operating Segments | |
Goodwill [Roll Forward] | |
Balance, December 31, 2020 | 3,628 |
Additions | 0 |
Balance, June 30, 2021 | $ 3,628 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Accumulated impairments | $ 0 | $ 0 | |
Amortization of intangible assets | $ 9,900,000 | $ 7,100,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 126,187 | $ 76,202 |
Accumulated Amortization | (39,753) | (29,755) |
Net | 86,434 | 46,447 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 58,631 | 48,008 |
Accumulated Amortization | (26,672) | (21,454) |
Net | $ 31,959 | 26,554 |
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 | $ 55,713 | 21,794 |
Accumulated Amortization | (10,653) | (6,749) |
Net | $ 45,060 | 15,045 |
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 | $ 9,621 | 4,295 |
Accumulated Amortization | (1,547) | (961) |
Net | $ 8,074 | 3,334 |
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 | $ 2,222 | 2,105 |
Accumulated Amortization | (881) | (591) |
Net | $ 1,341 | $ 1,514 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 225,000 | $ 203,851 |
Unamortized debt issuance costs | (6,755) | (2,293) |
Debt, net | 218,245 | 201,558 |
Current portion of long-term debt | (2,250) | (7,967) |
Long-term debt | 215,995 | 193,591 |
Term loan | ||
Debt Instrument [Line Items] | ||
Total debt | 225,000 | 190,541 |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 4,000 |
Delayed draw term loan | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 8,236 |
Notes payable | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 0 | $ 1,074 |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | May 25, 2021 | May 24, 2021 | |
Debt Instrument [Line Items] | ||||||
Payments of borrowings on revolving credit facilities | $ 15,000 | $ 1,000 | ||||
Loss on debt extinguishment | $ 2,108 | $ 0 | $ 2,108 | $ 0 | ||
Senior Secured Credit Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Debt term | 5 years | |||||
Senior secured revolving credit facility | $ 275,000 | |||||
Deferred issuance costs | 3,500 | |||||
Senior Secured Credit Facility | Line of Credit | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 225,000 | |||||
Discount as a percentage | 1.80% | |||||
Discount amount | $ 4,200 | |||||
Payment of original principal amount paid quarterly | 1.00% | 1.00% | ||||
Senior Secured Credit Facility | Line of Credit | Secured Debt | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Variable rate | 5.00% | |||||
Senior Secured Credit Facility | Line of Credit | Secured Debt | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Variable rate | 4.00% | |||||
Senior Secured Credit Facility | Line of Credit | Revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured revolving credit facility | $ 50,000 | |||||
Per annum commitment fee | 0.50% | |||||
Senior Secured Credit Facility | Line of Credit | Revolving credit facility | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Variable rate | 4.25% | |||||
Alternate base rate | 1.00% | |||||
Senior Secured Credit Facility | Line of Credit | Revolving credit facility | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Alternate base rate | 0.50% | |||||
Senior Secured Credit Facility | Line of Credit | Revolving credit facility | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Variable rate | 3.25% | |||||
Stated rate | 1.75% | 1.75% | ||||
Monroe Facility | Line of Credit | Revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured revolving credit facility | $ 15,000 | |||||
Aggregate principal amount extinguished | $ 210,000 |
DEBT - Debt Maturity Schedule (
DEBT - Debt Maturity Schedule (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2021 | $ 1,125 | |
2022 | 2,250 | |
2023 | 2,250 | |
2024 | 2,250 | |
2025 and thereafter | 217,125 | |
Total debt | $ 225,000 | $ 203,851 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Details) - USD ($) $ in Thousands | Apr. 01, 2021 | Feb. 01, 2021 | Jul. 16, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jul. 15, 2020 | |
Business Acquisition [Line Items] | |||||||||||
Payments to acquire business | $ 24,830 | $ 0 | |||||||||
Issuance of equity for Aimtell/PushPros/Aramis and Crisp Results | 35 | 0 | |||||||||
Contingent consideration payable - noncurrent | $ 4,035 | 4,035 | $ 0 | ||||||||
Deferred acquisition consideration payable | 4,642 | 4,642 | 0 | ||||||||
Acquisition costs | 466 | $ 47 | 1,960 | 74 | |||||||
Payment of equity issuance costs | $ 322 | $ 0 | |||||||||
Units/shares redeemed and issued to Class A Common Stock | 192 | ||||||||||
Minimum | Brand | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 1 year | ||||||||||
Minimum | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 5 years | ||||||||||
Minimum | Technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 3 years | ||||||||||
Maximum | Brand | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 7 years | ||||||||||
Maximum | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 6 years | ||||||||||
Maximum | Technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 5 years | ||||||||||
Crisp Results | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred | $ 40,000 | ||||||||||
Payments to acquire business | 20,000 | ||||||||||
Issuance of equity for Aimtell/PushPros/Aramis and Crisp Results | 20,000 | ||||||||||
Contingent consideration | 10,000 | ||||||||||
Contingent consideration liability | $ 4,800 | 5,400 | $ 5,400 | ||||||||
Earnout period | 12 months | ||||||||||
Deferred payment | $ 5,000 | ||||||||||
Deferred payment period | 18 months | ||||||||||
Deferred acquisition consideration payable | $ 4,600 | ||||||||||
Contingent consideration earnout increase | 600 | ||||||||||
Acquisition costs | 700 | ||||||||||
Payment of equity issuance costs | $ 200 | ||||||||||
Equity issued to acquiree (in shares) | 1,600,000 | ||||||||||
Crisp Results | Minimum | Brand | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 1 year | ||||||||||
Crisp Results | Minimum | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 5 years | ||||||||||
Crisp Results | Maximum | Brand | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 7 years | ||||||||||
Crisp Results | Maximum | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 6 years | ||||||||||
Aimtell, PushPros and Aramis | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred | $ 20,000 | ||||||||||
Payments to acquire business | 5,000 | ||||||||||
Issuance of equity for Aimtell/PushPros/Aramis and Crisp Results | 15,000 | ||||||||||
Contingent consideration | $ 4,900 | $ 4,900 | |||||||||
Earnout period | 3 years | ||||||||||
Contingent consideration payable - noncurrent | $ 15,000 | ||||||||||
Acquisition costs | $ 500 | ||||||||||
Equity issued to acquiree (in shares) | 1,290,000 | ||||||||||
Working capital | $ 300 | ||||||||||
Aimtell, PushPros and Aramis | Technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 7 years | ||||||||||
Aimtell, PushPros and Aramis | Minimum | Brand | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 1 year | ||||||||||
Aimtell, PushPros and Aramis | Minimum | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 5 years | ||||||||||
Aimtell, PushPros and Aramis | Maximum | Brand | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 7 years | ||||||||||
Aimtell, PushPros and Aramis | Maximum | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 6 years | ||||||||||
SmarterChaos | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition costs | $ 400 | ||||||||||
Payments to acquire business | $ 5,800 | ||||||||||
Units/shares redeemed and issued to Class A Common Stock (in shares) | 154,000 | ||||||||||
Units/shares redeemed and issued to Class A Common Stock | $ 392 | [1] | $ 3,000 | ||||||||
SmarterChaos | Minimum | Brand | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 1 year | ||||||||||
SmarterChaos | Minimum | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 5 years | ||||||||||
SmarterChaos | Maximum | Brand | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 7 years | ||||||||||
SmarterChaos | Maximum | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expected useful life | 6 years | ||||||||||
SmarterChaos | DMSH | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity issued to acquiree (in shares) | 307,000 | ||||||||||
Value of equity issued | $ 3,000 | ||||||||||
[1] | 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. |
ACQUISITIONS - Net Assets And L
ACQUISITIONS - Net Assets And Liabilities Acquired (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2021 | Apr. 01, 2021 | Feb. 01, 2021 | Dec. 31, 2020 | Jul. 16, 2020 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 67,127 | $ 44,904 | |||
Minimum | |||||
Business Acquisition [Line Items] | |||||
Expected useful life of acquired property, plant and equipment | 3 years | ||||
Maximum | |||||
Business Acquisition [Line Items] | |||||
Expected useful life of acquired property, plant and equipment | 5 years | ||||
Technology | Minimum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 3 years | ||||
Technology | Maximum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 5 years | ||||
Customer relationships | Minimum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 5 years | ||||
Customer relationships | Maximum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 6 years | ||||
Brand | Minimum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 1 year | ||||
Brand | Maximum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 7 years | ||||
Non-competition agreements | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 3 years | ||||
SmarterChaos | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 3,078 | ||||
Accounts receivable | 576 | ||||
Property and equipment | 28 | ||||
Accounts payable | (1,156) | ||||
Other assets acquired and liabilities assumed, net | 496 | ||||
Net assets and liabilities acquired | 5,799 | ||||
SmarterChaos | Technology | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | 0 | ||||
SmarterChaos | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | 2,500 | ||||
SmarterChaos | Customer relationships | Minimum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 5 years | ||||
SmarterChaos | Customer relationships | Maximum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 6 years | ||||
SmarterChaos | Brand | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | 277 | ||||
SmarterChaos | Brand | Minimum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 1 year | ||||
SmarterChaos | Brand | Maximum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 7 years | ||||
SmarterChaos | Non-competition agreements | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | $ 0 | ||||
Aimtell, PushPros and Aramis | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 4,853 | ||||
Accounts receivable | 3,313 | ||||
Property and equipment | 250 | ||||
Accounts payable | (2,966) | ||||
Other assets acquired and liabilities assumed, net | 1,057 | ||||
Net assets and liabilities acquired | 25,270 | ||||
Aimtell, PushPros and Aramis | Technology | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | 10,500 | ||||
Expected Useful Life | 7 years | ||||
Aimtell, PushPros and Aramis | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | 7,920 | ||||
Aimtell, PushPros and Aramis | Customer relationships | Minimum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 5 years | ||||
Aimtell, PushPros and Aramis | Customer relationships | Maximum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 6 years | ||||
Aimtell, PushPros and Aramis | Brand | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | 226 | ||||
Aimtell, PushPros and Aramis | Brand | Minimum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 1 year | ||||
Aimtell, PushPros and Aramis | Brand | Maximum | |||||
Business Acquisition [Line Items] | |||||
Expected Useful Life | 7 years | ||||
Aimtell, PushPros and Aramis | Non-competition agreements | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | $ 117 | ||||
Crisp Results | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 17,370 | ||||
Accounts receivable | 2,610 | ||||
Property and equipment | 220 | ||||
Accounts payable | (1,593) | ||||
Other assets acquired and liabilities assumed, net | 0 | ||||
Net assets and liabilities acquired | 49,707 | ||||
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 | 26,000 | ||||
Crisp Results | Brand | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | 5,100 | ||||
Crisp Results | Non-competition agreements | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | $ 0 |
ACQUISITIONS - Net Revenue and
ACQUISITIONS - Net Revenue and Net Income (Loss) Attributable to DMS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Aimtell, PushPros and Aramis | ||
Business Acquisition [Line Items] | ||
Net revenue | $ 5,774 | $ 10,075 |
Net income (loss) from operations | (484) | (620) |
Crisp Results | ||
Business Acquisition [Line Items] | ||
Net revenue | 6,967 | 6,967 |
Net income (loss) from operations | (155) | (155) |
SmarterChaos | ||
Business Acquisition [Line Items] | ||
Net revenue | 934 | 1,757 |
Net income (loss) from operations | $ 7 | $ (161) |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Aimtell, PushPros and Aramis | ||||
Business Acquisition [Line Items] | ||||
Net revenue | $ 5,774 | $ 8,393 | $ 14,860 | $ 16,432 |
Net income (loss) from operations | (484) | 2,573 | 635 | 3,268 |
Crisp Results | ||||
Business Acquisition [Line Items] | ||||
Net revenue | 6,967 | 6,650 | 15,246 | 13,110 |
Net income (loss) from operations | $ (155) | $ 1,119 | $ 2,087 | $ 2,105 |
RESTRUCTURING COSTS - Additiona
RESTRUCTURING COSTS - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021USD ($)ft²location | Jun. 30, 2021USD ($)ft²location | Dec. 31, 2020ft²rental_location | |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of properties under lease termination agreement | rental_location | 12 | ||
Number of properties under lease termination agreement, rental area | ft² | 62,113 | ||
Lease reserve | $ 3,000 | ||
Restructuring reserve, current | $ 1,200 | ||
Restructuring reserve, noncurrent | 1,800 | ||
Valuation adjustments | $ 432 | $ 81 | |
Number of additional locations | location | 2 | 2 | |
Additional square feet | ft² | 7,975 | 7,975 |
RESTRUCTURING COSTS - Restructu
RESTRUCTURING COSTS - Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 2,966 | $ 3,653 |
Valuation adjustments | 432 | 81 |
Lease payments | (487) | (870) |
Lease accretion | 46 | 93 |
Ending balance | $ 2,957 | $ 2,957 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) | Jun. 30, 2021shares |
Private Placement Warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding (in shares) | 4,000,000 |
FAIR VALUE MEASUREMENTS - Input
FAIR VALUE MEASUREMENTS - Inputs and Valuations (Details) | Jun. 30, 2021yr$ / shares |
Private Placement Warrants Fair Value Per Share | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement inputs | 3.66 |
Stock price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement inputs | 9.68 |
Strike price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement inputs | 11.50 |
Remaining contractual term in years | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement inputs | yr | 4.04 |
Estimated volatility of Class A Common Stock | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement inputs | 0.550 |
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 | 0.0067 |
FAIR VALUE MEASUREMENTS - Conti
FAIR VALUE MEASUREMENTS - Contingent Consideration Assumptions (Details) | Jun. 30, 2021USD ($)d |
Aimtell, PushPros and Aramis | EBITDA expectations | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 4,390,925 |
Aimtell, PushPros and Aramis | Risk adjustment EBITDA | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 3,885,625,000 |
Aimtell, PushPros and Aramis | EBITDA volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 1.150 |
Aimtell, PushPros and Aramis | Iteration (actual) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 100,000 |
Aimtell, PushPros and Aramis | Risk adjustment discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 0.360 |
Aimtell, PushPros and Aramis | Risk free / Credit risk | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 0.062 |
Aimtell, PushPros and Aramis | Days gap from period end to payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | d | 90 |
Crisp Results | EBITDA expectations | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 10,581,397 |
Crisp Results | Risk adjustment EBITDA | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 9,680,674,000 |
Crisp Results | EBITDA volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 0.700 |
Crisp Results | Iteration (actual) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 100,000 |
Crisp Results | Risk adjustment discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 0.215 |
Crisp Results | Risk free / Credit risk | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | 0.062 |
Crisp Results | Days gap from period end to payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration assumptions | d | 90 |
FAIR VALUE MEASUREMENTS - Liabi
FAIR VALUE MEASUREMENTS - Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Warrant liabilities | $ 14,640 | $ 22,080 |
Contingent consideration payable - current | 6,213 | 0 |
Contingent consideration payable - noncurrent | 4,035 | $ 0 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - current | 6,213 | |
Contingent consideration payable - noncurrent | 4,035 | |
Financial and nonfinancial liabilities, fair value disclosure | 24,888 | |
Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Warrant liabilities | 14,640 | |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - noncurrent | 0 | |
Financial and nonfinancial liabilities, fair value disclosure | 0 | |
Fair Value, Recurring | Level 1 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Warrant liabilities | 0 | |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - noncurrent | 0 | |
Financial and nonfinancial liabilities, fair value disclosure | 0 | |
Fair Value, Recurring | Level 2 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Warrant liabilities | 0 | |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable - current | 6,213 | |
Contingent consideration payable - noncurrent | 4,035 | |
Financial and nonfinancial liabilities, fair value disclosure | 24,888 | |
Fair Value, Recurring | Level 3 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Warrant liabilities | $ 14,640 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 5,307 | $ 0 |
Additions | 4,763 | 9,688 |
Changes in fair value | 178 | 560 |
Settlements | 0 | 0 |
Ending balance | 10,248 | 10,248 |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 22,390 | 22,080 |
Additions | 0 | 0 |
Changes in fair value | (7,750) | (7,435) |
Settlements | 0 | (5) |
Ending balance | $ 14,640 | $ 14,640 |
EMPLOYEE AND DIRECTOR INCENTI_3
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Jul. 15, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1.4 | $ 2.8 | |
Intrinsic value of options exercised | $ 0.6 | ||
Weighted-average grant-date strike price of options (in dollars per share) | $ 12.96 | $ 12.96 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 7 | ||
Weighted-average remaining period | 2 years 14 days | ||
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 |
EMPLOYEE AND DIRECTOR INCENTI_4
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - RSU Activity (Details) - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of Restricted Stock | |
Beginning balance (in shares) | shares | 1,197,000 |
Granted (in shares) | shares | 56,000 |
Exercised (in shares) | shares | 83,000 |
Forfeited/Canceled (in shares) | shares | (101,000) |
Ending balance (in shares) | shares | 1,069,000 |
Weighted-Average Grant Date Fair Value | |
Beginning balance, Weighted average grant date fair value (usd per share) | $ / shares | $ 7.31 |
Granted, Weighted average grant date fair value (usd per share) | $ / shares | 12.10 |
Exercised, Weighted average grant date fair value (usd per share) | $ / shares | 7.31 |
Forfeited, Weighted average grant date fair value (usd per share) | $ / shares | 11.73 |
Ending balance, Weighted average grant date fair value (usd per share) | $ / shares | $ 7.14 |
EMPLOYEE AND DIRECTOR INCENTI_5
EMPLOYEE AND DIRECTOR INCENTIVE PLANS - Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Number of Stock Options | ||
Vested at June 30, 2021 (in shares) | (9,000) | |
Weighted-Average Grant Date Fair Value | ||
Vested at June 30, 2021 (in dollars per share) | $ 3.34 | |
Weighted-Average Remaining Contractual Term (in Years) | ||
Total intrinsic value of stock options vested | $ 47,360 | |
Stock Options | ||
Number of Stock Options | ||
Beginning balance (in shares) | 551,000 | |
Granted (in shares) | 59,000 | |
Forfeited/expired (in shares) | (47,000) | |
Ending balance (in shares) | 563,000 | 551,000 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (usd per share) | $ 3.34 | |
Granted (in usd per share) | 5.77 | |
Forfeited/expired (usd per share) | 5.33 | |
Ending balance (usd per share) | $ 3.43 | $ 3.34 |
Weighted-Average Remaining Contractual Term (in Years) | ||
Outstanding at January 1, 2021 | 5 years 10 months 24 days | 5 years 10 months 24 days |
Granted | 5 years 10 months 24 days | |
Outstanding at June 30, 2021 | 5 years 10 months 24 days | 5 years 10 months 24 days |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax Examination [Line Items] | |||||
Voting ownership in the company | 58.10% | 58.10% | |||
Income tax expense | $ 1,031 | $ 213 | $ 1,148 | $ 265 | |
Effective tax rate | 17.27% | 19.53% | |||
Amount required to be paid to sellers | 85.00% | 85.00% | |||
Refund of preclosing taxes to be paid to Sellers | 100.00% | 100.00% | |||
Refund of preclosing taxes to be paid to Sellers, period after closing | 2 years | ||||
Additional paid-in capital | $ (27,642) | $ (27,642) | $ (48,027) | ||
Short-term Tax Receivable Agreement liability | 1,180 | 1,180 | 510 | ||
Blocker Corp | |||||
Income Tax Examination [Line Items] | |||||
Deferred tax asset | 20,100 | ||||
Income taxes receivable | 199 | ||||
Tax receivable agreement, liability | 16,200 | ||||
Additional paid-in capital | $ 4,000 | ||||
Total amounts of payments under the TRA | $ 17,400 | $ 17,400 |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Numerator: | ||
Net income attributable to Digital Media Solutions, Inc. - basic | $ 2,528 | $ 2,354 |
Less: dilutive effect of change in fair value warrant liabilities attributable to Digital Media Solutions, Inc. | 0 | 4,321 |
Net income (loss) attributable to Digital Media Solutions, Inc. - diluted | $ 2,528 | $ (1,967) |
Denominator: | ||
Weighted-average shares outstanding - basic (in shares) | 35,377 | 34,315 |
Add: dilutive effects of employee equity awards (in shares) | 628 | 0 |
Add: dilutive effects of deferred consideration (in shares) | 517 | 0 |
Weighted-average shares outstanding - diluted (in shares) | 36,522 | 34,325 |
Net income per common share: | ||
Basic (usd per share) | $ 70 | $ 70 |
Diluted (usd per share) | $ 70 | $ (60) |
Private Placement Warrants | ||
Denominator: | ||
Add: dilutive effects of warrants (in shares) | 0 | 10 |
Public Warrant | ||
Denominator: | ||
Add: dilutive effects of warrants (in shares) | 0 | 0 |
EARNINGS PER SHARE - Additional
EARNINGS PER SHARE - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Warrant | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded (in shares) | 14,000,000 | 10,000,000 |
Employee equity awards | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded (in shares) | 87,000 | 1,632,000 |
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 |