FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Measurement Inputs and Valuation Techniques

The significant assumptions were as follows:


	September 30, 2022
Private Placement Warrants Fair Value Per Share	$	0.37
Private Placement Warrant valuation inputs:
Stock price - DMS Inc. Class A Common Stock	$	1.92

Remaining contractual term in years	2.79
Estimated volatility	90.0		%
Dividend yield	0.0		%
Risk free interest rate	4.20		%

The following table presents the contingent consideration assumptions.


	Aimtell / PushPros






Revenue Volatility	25	%
Iteration (actual)	100,000
Risk adjustment discount rate	10.25	%
Risk free / Credit risk	12.75	%
Days gap from period end to payment	90

	Aramis
CYE2022 Earnout Successful Probability	99.0	%
Iteration (actual)	100,000
Risk free / Credit risk	12.75	%
Days gap from period end to payment	90

	Traverse
CYE2023 Earnout Successful Probability	95.0	%

Risk free / Credit risk	12.75	%
Days gap from period end to payment	90

Fair Value Measurements, Recurring and Nonrecurring

The following table presents assets and liabilities measured at fair value on a recurrent basis (in thousands):


		September 30, 2022
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Liabilities:
Private Placement Warrant liabilities	Total liabilities	$	—	$	—	$	1,480	$	1,480

Contingent consideration - Aramis	Contingent consideration payable - current	—		—		933		933
Contingent consideration - Traverse	Contingent consideration payable - current	—		—		438		438
Contingent consideration - Aimtell/PushPros	Contingent consideration payable - non-current	—		—		31		31
Total		$	—	$	—	$	2,882	$	2,882

Fair Value, Liabilities Measured on Recurring Basis, Level 2 Input Reconciliation

The following table represents the change in the warrant liability and contingent consideration (in thousands):


	Private Placement Warrants		Contingent Consideration
Balance, July 1, 2022	$	480	$	11,403
Additions	—		2
Changes in fair value	1,000		(3)
Settlements	—		(10,000)
Balance, September 30, 2022	$	1,480	1,402


	Private Placement Warrants		Contingent Consideration
Balance, December 31, 2021	$	3,960	$	8,439
Additions	—		430
Changes in fair value	(2,480)		2,533
Settlements	—		(10,000)
Balance, September 30, 2022	$	1,480	$	1,402

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details