0001564590-20-056876 | 10-Q | XBRL Viewer

Print Document View Excel Document

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Oct. 30, 2020
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Trading Symbol	MAX
Entity Registrant Name	MediaAlpha, Inc.
Entity Central Index Key	0001818383
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity File Number	001-39671
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1854133
Entity Address, Address Line One	700 South Flower Street
Entity Address, Address Line Two	Suite 640
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90017
City Area Code	213
Local Phone Number	316-6256
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Security Exchange Name	NYSE
Document Quarterly Report	true
Document Transition Report	false
Class A Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		33,169,141
Class B Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		25,536,043

CONDENSED BALANCE SHEET (Unaudited)	Sep. 30, 2020 USD ($)
Current liabilities
Accrued liabilities	$ 9,869
Total current liabilities	9,869
Total liabilities	9,869
Commitments and contingencies (Note 4)
Stockholders’ equity (deficit)
Accumulated deficit	(9,869)
Total stockholders’ equity (deficit)	$ (9,869)

- Definition

Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 25
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (bb)
-URI http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.19-26)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

- Definition

Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.

+ References + Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

CONDENSED BALANCE SHEET (Unaudited) (Parenthetical)	Sep. 30, 2020 $ / shares shares
Statement Of Financial Position [Abstract]
Common stock, par value \| $ / shares	$ 0.01
Common stock, authorized	1,000
Common stock, issued	0
Common stock, outstanding	0

CONDENSED STATEMENT OF OPERATIONS (Unaudited) $ in Thousands	3 Months Ended
	Sep. 30, 2020 USD ($)
Cost and operating expenses
General and administrative	$ 9,869
Total costs and operating expenses	9,869
Income from operations	(9,869)
Net loss	$ (9,869)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

+ Details

CONDENSED STATEMENT OF CASH FLOWS (Unaudited) $ in Thousands	3 Months Ended
	Sep. 30, 2020 USD ($)
Cash flows from operating activities
Net loss	$ (9,869)
Changes in operating assets and liabilities:
Accrued expenses	9,869
Net cash provided by (used in) operating activities	0
Net increase in cash and cash equivalents	0
Cash and cash equivalents, beginning of period	0
Cash and cash equivalents, end of period	$ 0

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 14: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=121586364&loc=d3e3000-108585

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 20: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

+ Details

Unaudited condensed consolidated balance sheets - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current liabilities
Accrued expenses	$ 9,869
Total current liabilities	9,869
Total liabilities	9,869
Commitments and contingencies (Note 4)
Members’ (deficit) equity
Accumulated deficit	(9,869)
QL Holdings LLC and Subsidiaries
Current assets
Cash and cash equivalents	12,005,000	$ 10,028,000
Accounts receivable, net of allowance for doubtful accounts	63,084,000	56,012,000
Prepaid expenses and other current assets	1,623,000	1,448,000
Total current assets	76,712,000	67,488,000
Property and equipment, net	701,000	755,000
Intangible assets, net	16,350,000	18,752,000
Goodwill	18,402,000	18,402,000
Other assets	21,665,000
Assets	133,830,000	105,397,000
Current liabilities
Accounts payable	61,697,000	40,455,000
Accrued expenses	12,651,000	6,532,000
Current portion of long-term debt	6,262,000	873,000
Current portion of deferred rent	71,000	52,000
Total current liabilities	80,681,000	47,912,000
Long-term debt, net of current portion	199,146,000	96,665,000
Deferred rent, net of current portion	331,000	319,000
Other long-term liabilities	276,000
Total liabilities	280,434,000	144,896,000
Commitments and contingencies (Note 4)
Members’ (deficit) equity
Accumulated deficit	(409,770,000)	(193,143,000)
Total members’ deficit	(327,670,000)	(113,596,000)
Total Liabilities and stockholders’ equity (deficit)	133,830,000	105,397,000
QL Holdings LLC and Subsidiaries \| Redeemable Class A
Current liabilities
Redeemable Class A units, 284,211 at redemption value of approximately $637.08 and $260.71 per unit as of September 30, 2020 and December 31, 2019, respectively	181,066,000	74,097,000
QL Holdings LLC and Subsidiaries \| Class A
Members’ (deficit) equity
Members' capital	73,003,000	73,003,000
QL Holdings LLC and Subsidiaries \| Class B
Members’ (deficit) equity
Members' capital	$ 9,097,000	$ 6,544,000

Unaudited condensed consolidated balance sheets (Parenthetical) - QL Holdings LLC and Subsidiaries - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Redeemable Class A
Redeemable units	284,211	284,211
Redeemable units, redemption value per unit	$ 637.08	$ 260.71
Class A
Members' capital, authorized	1,136,842	1,136,842
Members' capital, issued	852,631	852,631
Members' capital, outstanding	852,631	852,631
Members' capital, subject to possible redemption	284,211	284,211
Class B
Members' capital, authorized	177,300	177,300
Members' capital, issued	177,300	163,800
Members' capital, outstanding	177,300	163,800

Unaudited condensed consolidated statements of operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
QL Holdings LLC and Subsidiaries
Revenue	$ 151,548	$ 110,397	$ 394,609	$ 281,857
Cost and operating expenses
Cost of revenue	130,830	92,707	335,692	237,130
Sales and marketing	2,916	3,227	8,866	10,586
Product development	1,766	1,609	5,482	5,174
General and administrative	7,595	3,171	13,897	16,265
Total costs and operating expenses	143,107	100,714	363,937	269,155
Income from operations	8,441	9,683	30,672	12,702
Other expense	1,998		1,998
Interest expense	1,594	1,920	4,844	5,259
Total other expense	3,592	1,920	6,842	5,259
Provision for income taxes	20		20
Net loss	$ 4,829	$ 7,763	$ 23,810	$ 7,443

Unaudited condensed consolidated statements of changes in redeemable Class A units and members' deficit - USD ($)	Total	QL Holdings LLC and Subsidiaries	QL Holdings LLC and Subsidiaries Redeemable Class A	QL Holdings LLC and Subsidiaries Class A Common	QL Holdings LLC and Subsidiaries Class B Common	QL Holdings LLC and Subsidiaries Accumulated Deficit
Beginning balance at Dec. 31, 2018		$ 40,480,000		$ 73,003,000	$ 2,950,000	$ (35,473,000)
Beginning balance, Shares at Dec. 31, 2018				1,136,842,000	98,090,000
Class A issuances			$ 62,806,000
Class A issuances, Shares			284,211,000
Class A repurchase		(62,806,000)				(62,806,000)
Class A repurchase, Shares				(284,211,000)
Remeasurement of redeemable Class A units		(5,616,000)	$ 5,616,000			(5,616,000)
Class B issuances, Shares					89,738,000
Class B repurchased		(5,753,000)				(5,753,000)
Class B repurchased, Shares					(31,799,000)
Class B forfeited or cancelled, Shares					(3,229,000)
Equity-based compensation		3,081,000			$ 3,081,000
Member distributions		(88,934,000)				(88,934,000)
Net income		7,443,000				7,443,000
Ending balance at Sep. 30, 2019		(112,105,000)		$ 73,003,000	$ 6,031,000	(191,139,000)
Ending balance, Shares at Sep. 30, 2019			284,211,000
Ending balance at Sep. 30, 2019			$ 68,422,000
Ending balance, Shares at Sep. 30, 2019				852,631,000	152,800,000
Beginning balance at Jun. 30, 2019		(109,063,000)		$ 73,003,000	$ 5,511,000	(187,577,000)
Beginning balance, Shares at Jun. 30, 2019			284,211,000
Beginning balance at Jun. 30, 2019			$ 62,806,000
Beginning balance, Shares at Jun. 30, 2019				852,631,000	155,930,000
Remeasurement of redeemable Class A units		(5,616,000)	$ 5,616,000			(5,616,000)
Class B issuances, Shares					1,750,000
Class B repurchased		(1,105,000)				(1,105,000)
Class B repurchased, Shares					(4,880,000)
Equity-based compensation		520,000			$ 520,000
Member distributions		(4,604,000)				(4,604,000)
Net income		7,763,000				7,763,000
Ending balance at Sep. 30, 2019		(112,105,000)		$ 73,003,000	$ 6,031,000	(191,139,000)
Ending balance, Shares at Sep. 30, 2019			284,211,000
Ending balance at Sep. 30, 2019			$ 68,422,000
Ending balance, Shares at Sep. 30, 2019				852,631,000	152,800,000
Beginning balance at Dec. 31, 2019		(113,596,000)		$ 73,003,000	$ 6,544,000	(193,143,000)
Beginning balance, Shares at Dec. 31, 2019			284,211,000
Beginning balance at Dec. 31, 2019			$ 74,097,000
Beginning balance, Shares at Dec. 31, 2019				852,631,000	163,800,000
Remeasurement of redeemable Class A units		(106,969,000)	$ 106,969,000			(106,969,000)
Class B issuances, Shares					25,500,000
Class B repurchased		(2,244,000)				(2,244,000)
Class B repurchased, Shares					(8,568,000)
Class B forfeited or cancelled, Shares					(3,432,000)
Equity-based compensation		2,553,000			$ 2,553,000
Member distributions		(131,224,000)				(131,224,000)
Net income		23,810,000				23,810,000
Ending balance at Sep. 30, 2020	$ (9,869)	(327,670,000)		$ 73,003,000	$ 9,097,000	(409,770,000)
Ending balance, Shares at Sep. 30, 2020			284,211,000
Ending balance at Sep. 30, 2020			$ 181,066,000
Ending balance, Shares at Sep. 30, 2020				852,631,000	177,300,000
Beginning balance at Jun. 30, 2020		(212,408,000)		$ 73,003,000	$ 8,491,000	(293,902,000)
Beginning balance, Shares at Jun. 30, 2020			284,211,000
Beginning balance at Jun. 30, 2020			$ 181,066,000
Beginning balance, Shares at Jun. 30, 2020				852,631,000	161,300,000
Class B issuances, Shares					16,000,000
Equity-based compensation		606,000			$ 606,000
Member distributions		(120,697,000)				(120,697,000)
Net income		4,829,000				4,829,000
Ending balance at Sep. 30, 2020	$ (9,869)	$ (327,670,000)		$ 73,003,000	$ 9,097,000	$ (409,770,000)
Ending balance, Shares at Sep. 30, 2020			284,211,000
Ending balance at Sep. 30, 2020			$ 181,066,000
Ending balance, Shares at Sep. 30, 2020				852,631,000	177,300,000

Unaudited condensed consolidated statements of cash flows - USD ($) $ in Thousands	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Cash flows from operating activities
Net income	$ (9,869)
Changes in operating assets and liabilities:
Accrued expenses	9,869
Net cash provided by (used in) operating activities	0
Cash flows from financing activities
Net increase in cash and cash equivalents	0
Cash and cash equivalents, beginning of period	0
Cash and cash equivalents, end of period	0	$ 0		$ 0
QL Holdings LLC and Subsidiaries
Cash flows from operating activities
Net income		4,829	$ 7,763	23,810	$ 7,443
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Non-cash equity-based compensation expense				1,762	1,795
Depreciation expense on property and equipment				210	208
Amortization of intangible assets		800	1,400	2,402	4,158	$ 5,381
Amortization of deferred debt issuance costs		100	100	334	551
Loss on extinguishment of debt				1,998
Bad debt expense				356	263
Changes in operating assets and liabilities:
Accounts receivable				(7,428)	(16,799)
Prepaid expenses and other current assets				(147)	47
Other assets				(11,665)
Accounts payable				21,242	14,038
Accrued expenses				6,395	(341)
Deferred rent				31	(70)
Net cash provided by (used in) operating activities				39,300	11,293
Cash flows from investing activities
Purchases of property and equipment				(156)	(109)
Purchase of cost method investment				(10,000)
Net cash used in investing activities				(10,156)	(109)
Cash flows from financing activities
Proceeds from revolving line of credit				7,500
Repayments on revolving line of credit				(7,500)
Proceeds from issuance of long-term debt				210,000	100,000
Repayments on long-term debt				(100,023)	(14,823)
Payments of debt issuance costs				(4,467)	(2,303)
Cash paid to repurchase Class B units up to fair value				(1,453)	(4,467)
Cash paid for repurchases of Class A units					(62,806)
Member contributions					62,806
Member distributions				(131,224)	(88,934)
Net cash used in financing activities				(27,167)	(10,527)
Net increase in cash and cash equivalents				1,977	657
Cash and cash equivalents, beginning of period				10,028	5,662	5,662
Cash and cash equivalents, end of period	$ 12,005	$ 12,005	$ 6,319	12,005	6,319	$ 10,028
Supplemental disclosures of cash flow information
Cash paid for interest				4,503	4,750
Cash paid for repurchase of Class B units in excess of fair value				$ 791	$ 1,286

Organization	9 Months Ended
Organization	Sep. 30, 2020
Organization	1. Organization MediaAlpha, Inc. (the “Company”) was formed as a Delaware corporation on July 9, 2020. As described in more detail in Note 6, on October 30, 2020, the Company closed an initial public offering (the “IPO”) of 7,027,606 shares of Class A common stock at a public offering price of $19.00 per share, including 769,104 shares sold in connection with the full exercise of the underwriter’s option to purchase additional shares, receiving $124.2 million in proceeds, net of underwriting discounts and commissions. Subsequent to the IPO and related organizational transactions, the Company is a holding company and the principal asset is a controlling equity interest in QL Holdings LLC (“QLH”) by and through the Company’s wholly owned subsidiary, Intermediate Holdco. As the sole managing member of QLH, the Company operates and controls all of the business and affairs of QLH, and through QLH and subsidiaries, conducts the Company’s business. As a result, beginning in the fourth quarter of 2020, the Company will consolidate QLH’s financial results and report a non-controlling interest related to the portion of QLH not owned by the Company.
QL Holdings LLC and Subsidiaries
Organization	1. Organization Formation and acquisition QL Holdings LLC (“QLH” or the “Company”), a Delaware limited liability company, was formed on March 7, 2014, for the sole purpose of reorganizing the ownership structure of Quote Lab, Inc. (“QL”) and MediaAlpha Ventures, LLC (“MAV”) in order to effectuate the purchase of 60% of the membership interests of QLH by White Mountains Capital, Inc. (“WMC”), pursuant to the membership interest purchase agreement effective March 14, 2014 (the “Acquisition” or “Closing”). Concurrent to the Closing, QL Inc. was restructured into QuoteLab, LLC (“QL”), a Delaware limited liability company, and the historical owners (collectively, the “Sellers”) transferred all ownership of QL and MAV to QLH. The Acquisition was accounted for under the acquisition method of accounting in accordance with Financial Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), under which the purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of the Acquisition. In accordance with ASC 805, QLH and its wholly owned subsidiaries QL and MAV (collectively, the “Company”) elected the option to apply pushdown accounting, and accordingly recorded goodwill to the extent the purchase price exceeded the fair value of assets acquired, net of liabilities assumed, on the account records of QLH. The Company prepared the valuations for all identifiable intangible assets acquired internally. On September 26, 2016, MAV was dissolved to effectuate a merger with QL. Insignia Capital Group In connection with a recapitalization transaction (“Insignia Recapitalization”), on February 26, 2019, Insignia Capital Group (“ICG”) acquired 284,211 Class A units from the Company for $62.8 million, and the Company immediately repurchased 25% of the Class A units from WMC and the founders, and 25% of outstanding Class B units from Class B unitholders, for an aggregate of $62.8 million. As part of that transaction, QL entered into a new secured credit facility with Monroe Capital Management Advisors, LLC (“Monroe Capital”) on February 26, 2019. See Note 8 for more information. WMC remains a significant equity holder in QLH with a 42% ownership interest on a fully-diluted basis as of September 30, 2020. ICG is a significant minority equity holder in QLH with a 22% ownership interest on a fully-diluted basis, as of September 30, 2020. MediaAlpha’s founders continue to lead the business, and each remains a significant equity holder, as of September 30, 2020. The Company incurred total transaction expenses of $8.8 million related to the sale of Class A units to ICG. The transaction expenses consisted of $7.2 million of legal, investment banking, and other consulting fees and $1.6 million in transaction bonuses which were recorded in general and administrative expenses in the consolidated statements of operations. The Company recorded $2.3 million in fees related to the closing of the new secured credit facility with Monroe Capital as a reduction of long-term debt in the consolidated balance sheets. MediaAlpha, Inc. MediaAlpha, Inc. was incorporated as a Delaware corporation on July 9, 2020. MediaAlpha, Inc. was formed to serve as a holding company for QLH and QLH’s principal operating subsidiary, QL, by and through MediaAlpha, Inc.’s wholly owned subsidiary, Guilford Holdings, Inc. (“Intermediate Holdco”), following the occurrence of a series of reorganization transactions in connection with MediaAlpha, Inc.’s initial public offering (“IPO”). On October 30, 2020, MediaAlpha, Inc. closed its IPO, receiving $124.2 million in proceeds, net of underwriting discounts and commissions. Subsequent to the IPO, MediaAlpha, Inc. operates and controls all of QLH’s business and affairs, and through QLH and its subsidiaries, conducts its business. Nature of business The Company does business as MediaAlpha. MediaAlpha specializes in end customer acquisition for insurance carriers, distributors and other clients in various verticals, including property & casualty insurance, health insurance and life insurance. The corporate headquarters is located in Los Angeles, California, with additional offices throughout the United States. Impact of COVID-19 The COVID-19 pandemic is currently impacting the United States and many countries around the world. The outbreak and government measures taken in response have had a significant impact, both direct and indirect, on businesses and commerce. The future progression of the pandemic and its effects on the Company’s business and operations are uncertain and the Company is unable to estimate the full impact at this time. However, the Company’s travel vertical has experienced a decline in revenue and the Company expects this trend to continue indefinitely. Although the Company does not believe the situation will materially impact the Company’s liquidity or capital position, the Company does not expect revenue from the travel vertical to recover in the foreseeable future. The Company is monitoring the potential impact of the COVID-19 pandemic on its business and financial statements. To date, the Company has not experienced material business disruptions or incurred impairment losses in the carrying values of its assets as result of the pandemic and it is not aware of any specific related event or circumstance that would require it to revise its estimates reflected in these condensed consolidated financial statements. The extent to which the COVID-19 pandemic will further impact the Company’s business, results of operations and financial condition, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related effects.

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2020
Significant Accounting Policies [Line Items]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of presentation The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company’s policy is to record interest and penalties related to income taxes as part of the tax provision.
QL Holdings LLC and Subsidiaries
Significant Accounting Policies [Line Items]
Summary of Significant Accounting Policies	2. Summary of significant accounting policies Other than the policies disclosed below, there have been no significant changes in accounting policies during the nine months ended September 30, 2020 from those disclosed in the annual consolidated financial statements for the year ended December 31, 2019 and the related notes. Accordingly, these interim financial statements do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principal generally accepted in the United States of America (“GAAP”). Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s final prospectus dated October 30, 2020 and filed with the SEC pursuant to Rule 424(b)(4) on October 29, 2020. Basis of presentation The condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. The condensed consolidated financial statements include the accounts of QLH and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. QLH was formed for the sole purpose of reorganizing the ownership structure of QL in order to complete the purchase of a majority of QLH membership interests by WMC, with an effective date of March 14, 2014. This acquisition was accounted for by WMC under the acquisition method of accounting in accordance with FASB ASC 805, under which the purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of the acquisition. In accordance with ASC 805, QLH and its wholly owned subsidiary QL elected the option to apply pushdown accounting, and accordingly, recorded goodwill to the extent the purchase price exceeded the fair value of assets acquired, net of liabilities assumed, on the accounting records of QL, with a corresponding entry to Members’ Equity in the Company. In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2020, and its results of operations and cash flows for the three and nine months ended September 30, 2020 and 2019. The condensed balance sheet at December 31, 2019, was derived from audited annual financial statements but does not contain all the footnote disclosures from the annual financial statements. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, certain disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, valuation of goodwill and long-lived assets for impairment and inputs into the valuation of our equity-based compensation awards. Significant estimates affecting the consolidated financial statements have been prepared on the basis of the most current and best available information, including historical experience, known trends and other market-specific or other relevant factors that the Company believes to be reasonable. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods which they become known. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the consolidated financial statements. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including revenue, expenses, reserves and allowances, asset recoverability, and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on our customers and markets. We have made estimates of the impact of COVID-19 within our financial statements and there may be changes to those estimates in future periods. Actual results may differ from these estimates. Accounts receivable The Company provides credit to customers in the ordinary course of business and believes its credit policies are prudent and reflect industry practices and business risk. Accounts receivables are stated at amounts due from customers. The Company reviews accounts receivable on a periodic basis and determines an allowance for doubtful accounts by considering a number of factors including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off outstanding accounts receivable against the allowance when the Company has exhausted all collection efforts and the potential recovery is considered remote. Payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The Company reported an allowance for doubtful accounts of $0.6 million as of September 30, 2020 and $0.3 million as of December 31, 2019, respectively. Concentrations of credit risk and of significant customers and suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts, and believes it is not exposed to unusual credit risk beyond the normal credit risk in this area based on the financial strength of institutions with which the Company maintains its deposits. The Company’s accounts receivable, which are unsecured, may expose the Company to credit risk due to collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivables, and recording allowances for doubtful accounts when these receivables become uncollectible. Customer concentrations consisted of one customer that accounted for approximately $46.0 million and $102.4 million, or 30% and 26%, of revenue for the three and nine months ended September 30, 2020, respectively, and $23.7 million and $61.3 million, or 21% and 22%, of revenue for the three and nine months ended September 30, 2019, respectively; the same customer accounted for approximately $16.0 million, or 25%, of the Company’s accounts receivable as of September 30, 2020 compared to $4.7 million, or 8%, as of December 31, 2019. The Company’s accounts payable can expose the Company to business risks such as supplier concentrations. For the three and nine months ended September 30, 2020 and 2019, supplier concentrations consisted of two suppliers that accounted for approximately $33.8 million and $70.5 million, or 25% and 20%, and $20.0 million and $57.7 million, or 22% and 23%, of total purchases, respectively; the same suppliers accounted for approximately $14.2 million, or 23%, of the Company’s total accounts payable as of September 30, 2020 compared to $14.7 million, or 36%, as of December 31, 2019. Deferred initial public offering costs Deferred offering costs, which consist of direct incremental legal and accounting fees relating to the Company becoming a publicly traded company, are capitalized and will be offset against the proceeds upon the completion of the IPO in October 2020. As of September 30, 2020 and December 31, 2019, $7.2 million and no offering costs were deferred and included in non-current assets on the consolidated balance sheets, respectively. Income Taxes The Company is a pass-through entity for federal and state income tax purposes and is not subject to income tax as the LLC member is responsible for the tax consequences of its proportionate share of the pass-through income or loss. As such, the Company’s tax provision consists solely of the activities of its wholly-owned Taiwanese subsidiary, Skytiger Studio Ltd., which is a taxpaying entity in Taiwan. Accordingly, the Company provides current and deferred income taxes for this entity. The Company’s taxable subsidiary accounts for income taxes using the asset and liability method, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss (“NOL”) and tax credit carryforwards. Deferred tax assets and liabilities are classified as noncurrent on the consolidated balance sheet. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company uses a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than a 50% likelihood of being realized upon ultimate settlement with a taxing authority. Interest and penalties related to unrecognized tax benefits are recognized in benefit from income taxes in the accompanying consolidated statements of operations and comprehensive loss. No such interest and penalties were recognized for any period presented. Segment information The Company operates in the United States and in a single operating segment. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Recently issued not yet adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. The new guidance requires lessees to recognize lease assets and liabilities on the balance sheet for both operating and financing leases, with the exception of leases with an original term of 12 months or less. Under existing guidance, recognition of lease assets and liabilities is not required for operating leases. The lease assets and liabilities to be recognized are both measured initially based on the present value of the lease payments. Under the new guidance, a sale-leaseback transaction must meet the recognition criteria under ASC 606 in order to be accounted for as sale. ASU 2016-02 initially required adoption using a modified retrospective approach, under which all years presented in the financial statements would be prepared under the revised guidance. In July 2018, the FASB issued ASU No. 2018-11 which added an optional transition method under which financial statements may be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earnings in the period of adoption. In June 2020, the FASB issued ASU No. 2020-05 that deferred the effective date for non-public entities and emerging growth companies that choose to take advantage of the extended transition periods to annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently in the process of evaluating the potential impact of this new accounting guidance, which is effective for the Company for annual periods beginning after December 15, 2021. In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In February 2020, the FASB issued ASU 2020-02, Financial Instruments–Credit Losses (Topic 326) and Leases (Topic 842)–Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) (SEC Update), which amends the language in Subtopic 326-20 and addresses questions primarily regarding documentation and company policies. The guidance in ASU 2016-13 and ASU 2020-02 related to credit losses is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate or by another reference rate expected to be discontinued. This standard may be elected and applied prospectively over time from March 12, 2020 through December 31, 2022 as reference rate reform activities occur. We are evaluating the method of adoption and impact of the standard on our reported consolidated financial condition, results of operations, cash flows and required disclosures.

Stockholders' Equity

9 Months Ended

Sep. 30, 2020

Stockholders Equity Note [Abstract]

Stockholders' Equity

3. Stockholders’ Equity

The Company is authorized to issue 1,000 shares of Common Stock, par value $0.01 per share, none of which have been issued or are outstanding as of September 30, 2020. The only stockholders’ equity activity for the period from inception through September 30, 2020 is the increase in accumulated deficit due to the Company’s net loss for the period.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies

4. Commitments and contingencies

As of September 30, 2020, the Company has no commitments and contingencies.

QL Holdings LLC and Subsidiaries

Commitments and Contingencies

9. Commitments and contingencies

Operating leases

The Company is obligated under certain non-cancellable operating leases for its facilities, which expire on various dates through 2027. Certain facility leases contain predetermined fixed escalation of minimum rents.

The Company recognizes rent expense on a straight-line basis for these leases and records the difference between recognized rental expense and the amounts payable under the lease agreement as deferred rent. The deferred rent liability was $0.4 million and $0.4 million as of September 30, 2020 and December 31, 2019, respectively. Total rental expense amounted to $0.1 million and $0.5 million, and $0.1 million and $0.4 million for the three and nine months ended September 30, 2020 and 2019, respectively, and is recorded in operating expenses in the condensed consolidated statements of operations.

Future minimum lease payments under the non-cancellable leases are as follows:

(in thousands)	Rent payments
Nine Months Ended September 30,
2020–Remaining Period	$	132
2021		539
2022		555
2023		572
2024		598
Thereafter		1,173
Total	$	3,569

Litigation

The Company is subject to certain legal proceedings and claims that arise in the normal course of business. In the opinion of management, the Company does not believe that the amount of liability, if any, as a result of these proceedings and claims will have a materially adverse effect on the Company’s consolidated financial position, results of operations, and cash flows. As of September 30, 2020 and December 31, 2019, the Company does not have any contingency reserves established for any litigation liabilities.

Income Taxes

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Income Taxes

5. Income taxes

The Company has no income tax expense for the period ended September 30, 2020. The Company has no foreign operations and therefore, has not provided for any foreign taxes.

As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets, which are comprised of net operating loss carryforwards related to the Company’s loss for the period. At September 30, 2020, management recorded a full valuation allowance against its U.S. deferred tax asset, based on its history of cumulative losses and the conclusion that further taxable profit may not be available for the utilization of deferred tax asset for federal and state income tax purposes.

As of September 30, 2020, the Company did not have a liability for unrecognized tax benefits and has no accrued interest or penalties related to uncertain tax positions.

The Company is subject to examination by taxing authorities in the U.S. federal and state jurisdictions. For federal and state income tax, the Company remains subject to examination for 2020.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Subsequent Events

9 Months Ended

Sep. 30, 2020

Subsequent Event [Line Items]

Subsequent Events

6. Subsequent events

Reorganization Transactions

On October 27, 2020, in connection with the completion of our IPO, the Company completed a series of reorganization transactions (“Reorganization Transactions”) pursuant to a reorganization agreement by and among MediaAlpha, Inc., Intermediate Holdco, and QLH and certain other parties. The Reorganization Transactions included the following:

•

the amendment and restatement of the articles of incorporation and bylaws of MediaAlpha, Inc. (the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws) pursuant to which we amended and restated our certificate of incorporation to authorize two classes of common stock, Class A common stock and Class B common stock;

•

the amendment and restatement of QLH’s limited liability company agreement (the Fourth Amended and Restated Limited Liability Agreement of QLH) to, among other things, convert legacy Class A units of QLH held by Intermediate Holdco into voting, managing member Class A-1 units of QLH and to convert all other legacy Class A and Class B units held by Insignia, the Senior Executives and Legacy Profit Interests Holders into non-managing member, non-voting Class B-1 units of QLH;

•

the contribution by White Mountains Capital, Inc. of Intermediate Holdco to MediaAlpha, Inc. in exchange for 24,142,096 shares of Class A common stock of MediaAlpha, Inc.; and

•

the issuance of 30,308,492 shares of Class B common stock to Insignia, Senior Executives and the Legacy Profit Interests Holders and the issuance of 1,999,439 Class A shares of common stock to the Legacy Profit Interests Holders.

QL Holdings Recapitalization

As noted above, the Fourth Amended and Restated Limited Liability Agreement of QLH, among other things, recapitalized the Class A units held by Intermediate Holdco, to voting, managing member Class A-1 units of QLH and recapitalized all other legacy Class A units and Class B units into non-voting, non-managing member, Class B-1 units of QLH. After the contribution of Intermediate Holdco to MediaAlpha, Inc., the Company became the sole voting member of QLH, by and through Intermediate Holdco, and control the management of QLH. As a result, beginning in the fourth quarter of 2020, we will consolidate both Intermediate Holdco and QLH’s financial results and report a non-controlling interest related to the portion of QLH not owned by us.

Exchange Agreement

On October 27, 2020, the Company entered into an exchange agreement with Insignia and the Senior Executives, which will each hold Class B-1 units. Pursuant to and subject to the terms of the exchange agreement and the fourth amended and restated limited liability company agreement of QLH, holders of Class B-1 units, from time to time, may exchange one Class B-1 unit, together with the corresponding share of our Class B common stock, for one share of the Company’s Class A common stock (or, at the Company’s election, cash of an equivalent value).

We have reserved for issuance 25,536,043 shares of our Class A common stock for potential exchange in the future for Class B-1 units, which is the aggregate number of Class B common stock outstanding after completion of the Reorganization Transactions and the IPO.

Tax Receivables Agreement

Concurrent with the completion of the IPO, we became a party to a tax receivables agreement with Insignia, the Senior Executives, and White Mountains related to the tax basis step-up of the assets of QLH and certain net operating losses of Intermediate Holdco. The agreement requires us to pay Insignia and the Senior Executives 85% of the cash savings, if any, in U.S. federal, state and local income tax we realize (or are deemed to realize) as a result of (i) any increases in tax basis following our purchase (through Intermediate Holdco) of Class B-1 units of QLH from certain unitholders (including the Selling Class B-1 Unit Holders) in connection with the IPO, as well as any future exchanges described above; (ii) the pre-offering leveraged distribution and actual or deemed other distributions by QLH to its members that result in tax basis adjustments to the assets of QLH, and (iii) certain other tax benefits attributable to payments under the tax receivables agreement itself.

The tax receivables agreement also requires us to pay White Mountains 85% of the amount of the cash savings, if any, in U.S. federal, state and local income tax that we realize (or are deemed to realize) as a result of the utilization of the net operating losses of Intermediate Holdco attributable to periods prior to the IPO and the deduction of any imputed interest attributable to our payment obligations under the tax receivables agreement.

2020 Omnibus Incentive Plan

On October 27, 2020, the Company’s board of directors (the “Board”) and its stockholder approved the Company’s adoption of the MediaAlpha, Inc. 2020 Omnibus Incentive Plan (the “Omnibus Incentive Plan”). The Omnibus Incentive Plan provides for an initial reserve of an aggregate of 12,506,550 shares of Class A common stock, subject to annual increases for each year during the plan term, as described in the Omnibus Incentive Plan. The Omnibus Incentive Plan authorizes the grants of various types of equity awards, such as nonqualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, cash incentive awards and other equity-based awards (including deferred share units and fully vested shares) to current or prospective directors, officers, employees and consultants of the Company and its affiliates.

Initial Public Offering

As noted above, we completed an IPO of 7,027,606 shares of Class A common stock at a public offering price of $19.00 per share, which includes 769,104 shares issued pursuant to the underwriters’ over-allotment option. We received $124.2 million, net of underwriting discounts and commissions, which we used in part to repurchase 4,772,449 Class B-1 units from the Selling Class B-1 Unit Holders. Immediately following the completion of the IPO, there were 33,169,141 shares of Class A common stock outstanding, representing an approximately 56.5% ownership interest in QLH. Additionally, immediately following the completion of the IPO, there were 25,536,043 shares of Class B common stock outstanding, equivalent to all but 41,620 Class B-1 units of QLH not held by us, representing an approximately 43.5% ownership interest in QLH.

MediaAlpha, Inc. contributed (i) $84.3 million of the net proceeds to Intermediate Holdco for Intermediate Holdco to repurchase 4,772,449 Class B-1 units of QLH (which Class B-1 units will be converted into Class A-1 units of QLH) and (ii) $23.6 million of the net proceeds to Intermediate Holdco for further contribution to QLH, and in turn to QuoteLab LLC (“QL”), to repay outstanding borrowings under the 2020 Term Loan Facility. The remaining net proceeds of $16.3 million were contributed to Intermediate Holdco for further contribution to QLH and QL to pay for costs associated with the offering and to use for working capital, capital expenditures and general corporate purposes.

Equity Awards

Effective as of the closing of the IPO on October 30, 2020, the Company granted 4,856,189 restricted stock unit (“RSU”) awards of our Class A common stock at a grant-date fair value of $19.00 per share, the public offering price at the IPO, under the Omnibus Incentive Plan to certain officers of the Company and to the non-employee directors who joined the Board in connection with the IPO. Such RSU awards will vest quarterly over the first three years following the date of grant, subject to continued employment or service through each applicable vesting date (with limited exceptions in the case of a change of control (or certain qualifying terminations in connection with a change of control) or, for certain officers, death, disability, termination without cause or resignation for good reason).

On November 16, 2020, the Company granted a further 966,601 RSU awards of our Class A common stock under the Omnibus Incentive Plan to certain non-executive employees of the Company. Such RSU awards vest quarterly over terms that range from less than one year to four years, dependent on length of service rendered by each employee at the grant date, subject to continued employment or service through the applicable vesting date.

Partial prepayment of 2020 Term Loan Facility

On December 1, 2020, QL repaid $23.6 million of the 2020 Term Loan Facility.

QL Holdings LLC and Subsidiaries

Subsequent Event [Line Items]

Subsequent Events

12. Subsequent events

Termination of supply partner relationship

On October 19, 2020, the Company terminated a relationship with a supply partner. For the three and nine months ended September 30, 2020, this partner represented 3.5% and 3.3% of revenue, respectively.

Reorganization and IPO

On October 27, 2020, the Company entered into a reorganization agreement with MediaAlpha, Inc., White Mountains, Intermediate Holdco, Insignia, founders and certain officers (the “Senior Executives”), and certain current or former employees of QLH and its subsidiaries (the “Legacy Profits Interest Holders”) that sets forth a series of reorganization transactions to be consummated in connection with the IPO, as described in Note 6 to MediaAlpha, Inc.’s financial statements. Among these reorganization transactions, the Company entered into a fourth amended and restated liability limited company agreement and established two classes of outstanding equity: Class A-1 units, which may only be issued to Intermediate Holdco, as sole managing member, and Class B-1 units. Intermediate Holdco holds 100% of the Class A-1 units and the previous equity interests held by the Legacy Profits Interest Holders, the Senior Executives, and Insignia, including the redeemable Class A units, are converted into Class B-1 units in QLH held by the same parties. The Class A-1 units and Class B-1 units entitle their holders to equivalent economic rights, meaning an equal share in the profits and losses of, and distributions from, QLH. Holders of Class B-1 units have no voting rights as it pertains to QLH, except for the right to approve certain amendments to the fourth amended and restated limited liability company agreement.

On October 30, 2020, MediaAlpha, Inc. closed its IPO of its shares of Class A common stock and received $124.2 million in proceeds, net of underwriting discounts and commissions of $9.3 million. MediaAlpha, Inc. contributed (i) $84.3 million of the net proceeds to Intermediate Holdco for Intermediate Holdco to repurchase 4,772,449 Class B-1 units of QLH (which Class B-1 units will be converted into Class A-1 units of QLH) and (ii) $23.6 million of the net proceeds to Intermediate Holdco for further contribution to QLH and QL, to repay outstanding borrowings under the 2020 Term Loan Facility. The remaining net proceeds of $16.3 million were contributed to Intermediate Holdco for further contribution to QLH and QL to pay for costs associated with the offering and to use for working capital, capital expenditures and general corporate purposes. Of the repurchased Class B-1 units, the Company determined that modification accounting under ASC 718 will be applied to certain partially vested and unvested awards and will recognize an acceleration of equity-based compensation expense of $2.8 million upon the IPO.

Debt prepayment

On December 1, 2020, the Company prepaid $23.6 million of the 2020 Term Loan Facility.

Disaggregation of Revenue

9 Months Ended

Sep. 30, 2020

QL Holdings LLC and Subsidiaries

Disaggregation of Revenue [Line Items]

Disaggregation of Revenue

3. Disaggregation of revenue

The following table shows the Company’s revenue disaggregated by transaction model:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2020		2019		2020		2019
Revenue
Open platform transactions	$	148,240	$	108,146	$	386,224	$	275,991
Private platform transactions		3,308		2,251		8,385		5,866
Total	$	151,548	$	110,397	$	394,609	$	281,857

The following table shows the Company’s revenue disaggregated by product vertical:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2020		2019		2020		2019
Revenue
Property & casualty insurance	$	114,132	$	65,905	$	274,822	$	157,071
Health insurance		27,343		22,860		81,420		59,375
Life insurance		7,392		8,381		24,265		25,515
Other		2,681		13,251		14,102		39,896
Total	$	151,548	$	110,397	$	394,609	$	281,857

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Property and Equipment

9 Months Ended

Sep. 30, 2020

QL Holdings LLC and Subsidiaries

Property Plant And Equipment [Line Items]

Property and Equipment

4. Property and equipment

Property and equipment consisted of the following as of:

	As of
(in thousands)	September 30, 2020			December 31, 2019
Leasehold improvements	$	840		$	783
Furniture and fixtures		304			302
Computers		312			215
Property and equipment, gross		1,456			1,300
Less: Accumulated depreciation		(755	)		(545	)
Property and equipment, net	$	701		$	755

Depreciation expense related to property and equipment amounted to $0.1 million and $0.2 million, and $0.1 million and $0.3 million for the three and nine months ended September 30, 2020 and 2019, respectively.

Goodwill and Intangible assets

9 Months Ended

Sep. 30, 2020

QL Holdings LLC and Subsidiaries

Goodwill And Intangible Assets [Line Items]

Goodwill and Intangible Assets

5. Goodwill and intangible assets

Goodwill and intangible assets consisted of:

	As of
	September 30, 2020									December 31, 2019
(in thousands)	Useful life (months)		Gross carrying amount		Accumulated amortization			Net carrying amount		Gross carrying amount		Accumulated amortization			Net carrying amount
Technology and intellectual property		60	$	—	$	—		$	—	$	32,027	$	(32,027	)	$	—
Customer relationships		120		25,040		(9,285	)		15,755		25,040		(7,094	)		17,946
Costs to acquire third party publishers		24		—		—			—		1,363		(1,363	)		—
Non-compete agreements		60		303		(197	)		106		303		(155	)		148
Domain names		60		1,224		(735	)		489		1,224		(566	)		658
Total Intangible Assets				26,567		(10,217	)		16,350		59,957		(41,205	)		18,752
Goodwill	Indefinite			18,402		—			18,402		18,402		—			18,402

Amortization expense related to intangible assets amounted to $0.8 million and $2.4 million, and $1.4 million and $4.2 million for the three and nine months ended September 30, 2020 and, 2019, respectively. Goodwill is not amortized and is tested for impairment at least annually in the fourth quarter or when events or circumstances indicate that the fair value of a reporting unit may be below its carrying value. We have no accumulated impairment of goodwill.

The following table presents the change in goodwill and intangible assets:

	As of
	September 30, 2020					December 31, 2019
(in thousands)	Goodwill		Intangible assets			Goodwill		Intangible assets
Beginning balance at January 1,	$	18,402	$	18,752		$	18,402	$	23,985
Additions to goodwill and intangible assets		—		—			—		148
Amortization		—		(2,402	)		—		(5,381	)
Ending balance	$	18,402	$	16,350		$	18,402	$	18,752

As of September 30, 2020, future amortization expense on identifiable intangible assets with estimable useful lives over the next five years is as follows:

(in thousands)	Amortization expense
2020–Remaining Period	$	799
2021		2,984
2022		2,730
2023		2,389
2024		2,211
Thereafter		5,237
	$	16,350

Other Assets	9 Months Ended
Other Assets	Sep. 30, 2020
QL Holdings LLC and Subsidiaries
Other Asset [Line Items]
Other assets	6. Other assets During the nine months ended September 30, 2020, the Company entered into a 10-year partnership agreement with a large online customer acquisition marketing company focused on the U.S. insurance industry to be its exclusive click monetization partner for the majority of its insurance categories beginning October 1, 2020. The agreement included a one-time upfront cash payment of $5.0 million. In connection with this partnership agreement, the Company also entered into a common stock subscription agreement to acquire 10,000,000 shares of the partner company’s common stock and paid $10.0 million in cash. The acquired shares represent 7% of this partner company’s total outstanding shares of common stock. This investment will be evaluated for impairment when indicators of impairment exist. For the three and nine months ended September 30, 2020, no impairment losses were recorded and no price changes were observed.

Accrued Expenses

9 Months Ended

Sep. 30, 2020

QL Holdings LLC and Subsidiaries

Accrued Expenses [Line Items]

Accrued Expenses

7. Accrued expenses

Accrued expenses consisted of:

	As of
(in thousands)	September 30, 2020		December 31, 2019
Accrued deferrable IPO costs and IPO expenses	$	8,140	$	—
Accrued payroll and related expenses		3,397		4,954
Accrued operating expenses		687		754
Other accrued expenses		427		824
Total accrued expenses	$	12,651	$	6,532

Long-term Debt

9 Months Ended

Sep. 30, 2020

QL Holdings LLC and Subsidiaries

Debt Instrument [Line Items]

Long-term Debt

8. Long-term debt

2019 Revolver and Term Loan

QL, as the borrower, and QLH, as the guarantor, entered into a new secured credit facility on February 26, 2019 with Monroe Capital. The credit facility was comprised of (a) a term loan in an initial principal amount of $100.0 million (“2019 Term Loan Facility”) and (b) a revolving line of credit of up to $5.0 million (“2019 Revolving Credit Facility” and, collectively with the 2019 Term Loan Facility, the “2019 Credit Facilities”). Proceeds from the $100.0 million 2019 Term Loan Facility were used to (i) repay the 2017 Term Loan Facility in full, (ii) pay a cash dividend to QLH Class A Unit Holders and certain QLH Class B Unit Holders, (iii) pay transaction expenses, and (iv) fund the redemption of certain QLH Class A and Class B Unit Holders for cash.

On June 12, 2019, QL, as the borrower, and QLH as the guarantor, executed an amendment to the 2019 Credit Facilities to bring City National Bank on as a lender. Monroe Capital assigned $25.0 million of the 2019 Term Loan Facility and the entire $5.0 million of the 2019 Revolving Credit Facility to City National Bank. In connection with the assignment of the debt, the applicable margin on borrowings was reduced from LIBOR plus 5.50% to LIBOR plus 4.85% and the Company incurred $0.2 million of debt issuance costs. This amendment was accounted for as a modification to the 2019 Credit Facilities.

As of December 31, 2019, the Company had no outstanding amount drawn on the 2019 Revolving Credit Facility and $97.5 million outstanding, net of deferred debt issuance costs of $1.7 million, on the 2019 Term Loan Facility, of which $0.9 million was classified within current portion of long-term debt and $96.7 million was classified within long-term debt, net of current portion.

2020 Revolver and Term Loan

On September 23, 2020, the Company entered into a new senior secured credit facility (“2020 Credit Facilities”) with a syndicate of banks and financial institutions, comprising of (a) $210.0 million term loan (“2020 Term Loan Facility”), which was fully drawn at close and (b) a revolving line of credit of $5.0 million (“2020 Revolving Credit Facility”), which was undrawn at close. Proceeds from the $210.0 million term loan were used to (i) repay the 2019 Term Loan Facilities in full, (ii) pay a $105.8 million cash distribution to QLH Class A Unit Holders and certain QLH Class B Unit Holders, and (iii) pay related transaction expenses.

The 2020 Credit Facilities are collateralized by substantially all of the Company’s assets and contain certain financial and non-financial covenants. The financial covenants include a minimum Fixed Charge Coverage Ratio and a maximum Total Net Leverage Ratio (in each case, as defined in the 2020 Credit Facilities). Non-financial covenants include restrictions on investments, dividends, asset sales, and the incurrence of additional debt and liens.

The 2020 Credit Facilities have a maturity date of September 22, 2023, subject to an extension of the termination date, at which time all outstanding borrowings and accrued interest are due. Under the 2020 Term Loan Facility, principal repayments of $2.625 million are made quarterly, due on the first business day following the last day of each March, June, September and December, beginning with December 31, 2020. Additionally, the 2020 Term Loan Facility requires a mandatory debt repayment based on an excess cash flow calculation performed annually. The percentage of excess cash flow to be repaid declines based on the Consolidated Total Net Leverage Ratio.

As of September 30, 2020, the Company had no outstanding amount drawn on the 2020 Revolving Credit Facility and $205.4 million outstanding on the 2020 Term Loan Facility, net of new deferred debt issuance costs of $4.3 million and $0.3 million of unamortized deferred financing costs on the portion of the 2019 Credit Facilities accounted for as a partial modification, of which $1.6 million was classified within current portion of long-term debt and $3.0 million was classified within long-term debt, net of current portion. Additionally, during the three and nine months ended September 30, 2020, the Company recognized a loss on extinguishment of the 2019 Credit Facilities of $2.0 million, which has been recorded within other expense.

The 2020 Credit Facilities bear interest at a rate equal to LIBOR plus an applicable margin on borrowings. The expected future principal payments for all borrowings as of September 30, 2020 is as follows (in thousands):

	Contractual maturity
Nine Months Ended September 30,
2020–Remaining Period	$	2,625
2021		10,500
2022		10,500
2023		186,375
Debt and issuance costs		210,000
Unamortized debt issuance costs		(4,592	)
Total long-term debt		205,408

The Company incurred interest expense of $1.6 million and $4.8 million, and $1.9 million and $5.3 million during the three and nine months ended September 30, 2020 and 2019, respectively. Included in interest expense is $0.1 million and $0.3 million, and $0.1 million and $0.6 million of amortization of debt issuance costs during the three months and nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, unamortized deferred debt issuance costs amounted to $4.6 million and $1.8 million as of September 30, 2019. Accrued interest was less than $0.1 million as of September 30, 2020 and 2019, respectively.

Redeemable Class A Units and Members' Deficit	9 Months Ended
Redeemable Class A Units and Members' Deficit	Sep. 30, 2020
Stockholders' Equity	3. Stockholders’ Equity The Company is authorized to issue 1,000 shares of Common Stock, par value $0.01 per share, none of which have been issued or are outstanding as of September 30, 2020. The only stockholders’ equity activity for the period from inception through September 30, 2020 is the increase in accumulated deficit due to the Company’s net loss for the period.
QL Holdings LLC and Subsidiaries
Stockholders' Equity	10. Redeemable Class A units and members’ deficit Authorized, issued, and outstanding units As of September 30, 2020, there are 1,136,842 Class A units authorized and 852,631 units issued and outstanding (excluding 284,211 units subject to possible redemption) and 177,300 Class B units authorized with 177,300 units issued and outstanding, of which 82,161 are vested. Redeemable Class A units QLH’s Class A units that are held by ICG feature a redemption right that are considered to be outside of the Company’s control. The key terms and conditions of this redemption right are as follows. The redemption right may be exercised on three dates which are on the fifth, seventh, and ninth anniversary of the Insignia Recapitalization of February 26, 2019 and must be settled by the Company no later than one year from the exercise date. The redemption may only be exercised on all of ICG’s Class A units at once. At settlement, the Company must pay an amount of cash equal to the Class A redemption value (as defined in the third amended and restated limited liability company agreement). The Company may, instead of settling the redemption right as noted above on or prior to the settlement date, engage a nationally recognized investment banking firm to conduct a marketing process with respect to a sale of the Company, on or prior to the settlement date. In the event that the Company enters into a binding definitive agreement with respect to a sale of the Company, ICG will be entitled to receive an amount in full exchange for all of the Class A units equal to the aggregate amount of the Class A redemption value (as defined in the third amended and restated limited liability company agreement) on the date the sale is consummated, based on the Class A redemption value (as defined in the third amended and restated limited liability company agreement) for the Company and its subsidiaries, taken as a whole based on the transaction value ascribed to the Company and its subsidiaries. If the Company enters into a binding definitive agreement to consummate a Liquidation Event (as defined in the third amended and restated limited liability company agreement–including, for example a qualified offering of the Company’s stock) that would not otherwise result in the sale, lease, transfer, or other disposition of all or substantially all of the Company’s assets or the sale, transfer or other disposition of all of ICG’s Class A units, ICG will have the right, to elect to sell, transfer or otherwise dispose of all of the Class A units held by ICG in the Liquidation Event by electing to participate in the Liquidation Event within 10 business days of receiving notice by the Company of the Liquidation Event. Upon the consummation of the Liquidation Event, ICG will be entitled to receive an amount in respect of its entire Class A units based on the transaction value ascribed to the Company and its subsidiaries in such Liquidation Event. In the event that ICG elects to participate in the Liquidation Event, and the Liquidation Event does not otherwise result in the sale, transfer, or other disposition of all of ICG’s Class A units, the redemption right on any remaining Class A units continuing to be held by ICG will be cancelled for no further consideration. If the redemption right is not exercised, the redemption right will terminate upon and following the first to occur of; the ninth anniversary of the ICG investment date, the consummation of a Qualified Public Offering (as defined in the third amended and restated limited liability company agreement), and the date on which the Company enters into a binding definitive agreement for a Liquidation Event. The Company accounts for its Class A units subject to possible redemption in accordance with the guidance in FASB ASC 480. Conditionally redeemable Class A units (including Class A units that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within QLH’s control) are classified as temporary equity. As of September 30, 2020 and December 31, 2019, 284,211 units of the 1,136,842 outstanding Class A units were classified outside of permanent equity. If the Class A units are probable of becoming redeemable, QLH recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. In doing so, QLH views the end of the reporting period as if it were the redemption date. Increases or decreases in the carrying amount of redeemable Class A units are effected by charges against or credits to accumulated deficit with credits being recognized only to the extent of previous charges. As of December 31, 2019, the Company has assessed redemption of the Class A units as probable. As of September 30, 2020, the Company has assessed redemption of the Class A units as not probable, given the expected series of reorganization transactions and termination of the redemption right in connection with the IPO in October 2020, and the varying value of the security has been adjusted to its fair value through the date at which the redemption was determined to no longer be probable. Member distributions Member distributions generally represent reimbursement of the tax liability passed through to members of QLH as a result of the taxable income generated by QLH or other cash payments distributed to members. Class A units Class A units are entitled to: one vote for each Class A unit; distributions from QLH’s operations and dispositions of QLH’s assets, at such times and in such amounts as approved by the board of directors (“BOD”), in the proportion of units held to the total units issued and outstanding; and liquidating distributions, as approved by the BOD, in the proportion of units held to the total units issued and outstanding. Class B units Class B units are non-voting and will participate in the same distributions from QLH’s operations and dispositions of QLH’s assets and liquidating distributions as the Class A units, provided that cumulative distributions up to the applicable Participation Threshold (as defined in the third amended and restated LLC agreement) have already been paid to the other holders of QLH’s units (the “performance condition”). Class B units are reserved for issuance to directors, employees, managers, independent contractors, and advisors of QLH and its subsidiaries, upon approval of the BOD. Upon the occurrence of a Termination Event (as defined in the third amended and restated LLC agreement) at QLH’s discretion, the vested Class B units are repurchased at fair value and the unvested Class B units are forfeited.

Equity-based Compensation

9 Months Ended

Sep. 30, 2020

QL Holdings LLC and Subsidiaries

Share Based Compensation Arrangement by Share Based Payment Award [Line Items]

Equity-based Compensation

11. Equity-based compensation

QLH Class B Restricted Unit Plan

QLH’s Class B Restricted Unit Plan (the “Plan”) authorizes QLH to issue Class B units to directors, employees, managers, independent contractors, and advisors of QLH and its subsidiaries upon approval of the BOD.

Class B units granted to employees are generally subject to a four-year vesting period, whereby the incentive awards become 25% vested on the first anniversary from the beginning of the requisite service period and then vest ratably on a monthly basis thereafter through the end of the vesting period.

As of September 30, 2020, the total number of Class B units that may be issued under the Plan was 177,300, of which no units remained available for future grant as of September 30, 2020.

The option pricing model assumptions for determining the fair value of the Class B units in the nine months ended September 30, 2020 and 2019 were as follows:

	Nine months ended September 30,
	2020			2019
Expected term (in years)	0.5 - 2 years			3 years
Expected volatility	70% - 88%				70	%
Expected dividend yield		—			—
Risk-free interest rate	0.11% - 1.41%				2.19	%
Discount for lack of marketability		25	%		30	%

Equity compensation awards activity

The following is a summary of the Class B units’ activity for the nine months ended September 30, 2020:

	Number of units			Weighted- average grant date fair value/unit		Aggregate intrinsic value (in thousands)
Class B units
Outstanding as of December 31, 2019		163,800		$	61.62	$	28,622
Granted		25,500			105.85
Repurchased		(8,568	)		51.03
Forfeited or canceled		(3,432	)		74.22
Outstanding as of September 30, 2020		177,300		$	68.25	$	70,953

As of September 30, 2020, the Company had 82,161 vested units and 95,139 unvested units of Class B units with weighted average grant date fair value per unit of $55.96 and $87.79, respectively. The aggregate intrinsic value of the unvested shares of Class B units as of September 30, 2020 was $38.1 million. As of September 30, 2019, the Company had 49,242 vested units and 103,558 unvested units of Class B units with weighted average grant date fair value per unit of $42.93 and $70.43, respectively.

During the nine months ended September 30, 2020, 39,617 units were vested with aggregate intrinsic value of $10.1 million. During the three and nine months ended September 30, 2020 and 2019, the Company recognized $0.0 million and $0.8 million, and $0.0 million and $1.3 million, respectively, of equity-based compensation expense for the amount by which the amount paid to redeem the units exceeded the fair value at the date of redemption. These amounts are included within operating cash flow. Redemptions include redemptions arising in connection with the Insignia Recapitalization as well as optional unit repurchases by the Company following an employee’s termination of employment. Cash used to settle the redemptions was $0.0 million and $2.2 million, and $1.1 million and $5.8 million for the three and nine months ended September 30, 2020 and 2019, respectively.

Equity-based compensation expense

The Company recorded equity-based compensation expense in the following expense categories in its condensed consolidated statements of operations (in thousands):

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2020		2019		2020		2019
Cost of revenue	$	18	$	19	$	58	$	158
Sales and marketing		158		116		313		1,272
Product development		94		79		723		455
General and administrative		336		306		1,459		1,196
Total equity-based compensation	$	606	$	520	$	2,553	$	3,081

As of September 30, 2020 and 2019, unrecognized compensation cost related to the Class B units was $8.2 million and $6.4 million, respectively, and will be recognized over a weighted-average period of 3.1 years as of September 30, 2020 and 3.3 years as of September 30, 2019.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2020
Significant Accounting Policies [Line Items]
Basis of presentation	Basis of presentation The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting.
Income taxes	Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company’s policy is to record interest and penalties related to income taxes as part of the tax provision.
QL Holdings LLC and Subsidiaries
Significant Accounting Policies [Line Items]
Basis of presentation	Basis of presentation The condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. The condensed consolidated financial statements include the accounts of QLH and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. QLH was formed for the sole purpose of reorganizing the ownership structure of QL in order to complete the purchase of a majority of QLH membership interests by WMC, with an effective date of March 14, 2014. This acquisition was accounted for by WMC under the acquisition method of accounting in accordance with FASB ASC 805, under which the purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of the acquisition. In accordance with ASC 805, QLH and its wholly owned subsidiary QL elected the option to apply pushdown accounting, and accordingly, recorded goodwill to the extent the purchase price exceeded the fair value of assets acquired, net of liabilities assumed, on the accounting records of QL, with a corresponding entry to Members’ Equity in the Company. In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2020, and its results of operations and cash flows for the three and nine months ended September 30, 2020 and 2019. The condensed balance sheet at December 31, 2019, was derived from audited annual financial statements but does not contain all the footnote disclosures from the annual financial statements.
Income taxes	Income Taxes The Company is a pass-through entity for federal and state income tax purposes and is not subject to income tax as the LLC member is responsible for the tax consequences of its proportionate share of the pass-through income or loss. As such, the Company’s tax provision consists solely of the activities of its wholly-owned Taiwanese subsidiary, Skytiger Studio Ltd., which is a taxpaying entity in Taiwan. Accordingly, the Company provides current and deferred income taxes for this entity. The Company’s taxable subsidiary accounts for income taxes using the asset and liability method, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss (“NOL”) and tax credit carryforwards. Deferred tax assets and liabilities are classified as noncurrent on the consolidated balance sheet. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company uses a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than a 50% likelihood of being realized upon ultimate settlement with a taxing authority. Interest and penalties related to unrecognized tax benefits are recognized in benefit from income taxes in the accompanying consolidated statements of operations and comprehensive loss. No such interest and penalties were recognized for any period presented.
Use of estimates	Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, certain disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, valuation of goodwill and long-lived assets for impairment and inputs into the valuation of our equity-based compensation awards. Significant estimates affecting the consolidated financial statements have been prepared on the basis of the most current and best available information, including historical experience, known trends and other market-specific or other relevant factors that the Company believes to be reasonable. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods which they become known. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the consolidated financial statements. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including revenue, expenses, reserves and allowances, asset recoverability, and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on our customers and markets. We have made estimates of the impact of COVID-19 within our financial statements and there may be changes to those estimates in future periods. Actual results may differ from these estimates.
Accounts receivable	Accounts receivable The Company provides credit to customers in the ordinary course of business and believes its credit policies are prudent and reflect industry practices and business risk. Accounts receivables are stated at amounts due from customers. The Company reviews accounts receivable on a periodic basis and determines an allowance for doubtful accounts by considering a number of factors including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off outstanding accounts receivable against the allowance when the Company has exhausted all collection efforts and the potential recovery is considered remote. Payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The Company reported an allowance for doubtful accounts of $0.6 million as of September 30, 2020 and $0.3 million as of December 31, 2019, respectively.
Concentrations of credit risk and of significant customers and suppliers	Concentrations of credit risk and of significant customers and suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts, and believes it is not exposed to unusual credit risk beyond the normal credit risk in this area based on the financial strength of institutions with which the Company maintains its deposits. The Company’s accounts receivable, which are unsecured, may expose the Company to credit risk due to collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivables, and recording allowances for doubtful accounts when these receivables become uncollectible. Customer concentrations consisted of one customer that accounted for approximately $46.0 million and $102.4 million, or 30% and 26%, of revenue for the three and nine months ended September 30, 2020, respectively, and $23.7 million and $61.3 million, or 21% and 22%, of revenue for the three and nine months ended September 30, 2019, respectively; the same customer accounted for approximately $16.0 million, or 25%, of the Company’s accounts receivable as of September 30, 2020 compared to $4.7 million, or 8%, as of December 31, 2019. The Company’s accounts payable can expose the Company to business risks such as supplier concentrations. For the three and nine months ended September 30, 2020 and 2019, supplier concentrations consisted of two suppliers that accounted for approximately $33.8 million and $70.5 million, or 25% and 20%, and $20.0 million and $57.7 million, or 22% and 23%, of total purchases, respectively; the same suppliers accounted for approximately $14.2 million, or 23%, of the Company’s total accounts payable as of September 30, 2020 compared to $14.7 million, or 36%, as of December 31, 2019.
Deferred initial public offering costs	Deferred initial public offering costs Deferred offering costs, which consist of direct incremental legal and accounting fees relating to the Company becoming a publicly traded company, are capitalized and will be offset against the proceeds upon the completion of the IPO in October 2020. As of September 30, 2020 and December 31, 2019, $7.2 million and no offering costs were deferred and included in non-current assets on the consolidated balance sheets, respectively.
Segment information	Segment information The Company operates in the United States and in a single operating segment. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.
Recently issued not yet adopted accounting pronouncements	Recently issued not yet adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. The new guidance requires lessees to recognize lease assets and liabilities on the balance sheet for both operating and financing leases, with the exception of leases with an original term of 12 months or less. Under existing guidance, recognition of lease assets and liabilities is not required for operating leases. The lease assets and liabilities to be recognized are both measured initially based on the present value of the lease payments. Under the new guidance, a sale-leaseback transaction must meet the recognition criteria under ASC 606 in order to be accounted for as sale. ASU 2016-02 initially required adoption using a modified retrospective approach, under which all years presented in the financial statements would be prepared under the revised guidance. In July 2018, the FASB issued ASU No. 2018-11 which added an optional transition method under which financial statements may be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earnings in the period of adoption. In June 2020, the FASB issued ASU No. 2020-05 that deferred the effective date for non-public entities and emerging growth companies that choose to take advantage of the extended transition periods to annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently in the process of evaluating the potential impact of this new accounting guidance, which is effective for the Company for annual periods beginning after December 15, 2021. In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In February 2020, the FASB issued ASU 2020-02, Financial Instruments–Credit Losses (Topic 326) and Leases (Topic 842)–Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) (SEC Update), which amends the language in Subtopic 326-20 and addresses questions primarily regarding documentation and company policies. The guidance in ASU 2016-13 and ASU 2020-02 related to credit losses is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate or by another reference rate expected to be discontinued. This standard may be elected and applied prospectively over time from March 12, 2020 through December 31, 2022 as reference rate reform activities occur. We are evaluating the method of adoption and impact of the standard on our reported consolidated financial condition, results of operations, cash flows and required disclosures.

Disaggregation of Revenue (Tables)

9 Months Ended

Sep. 30, 2020

QL Holdings LLC and Subsidiaries

Disaggregation of Revenue [Line Items]

Summary of Disaggregation of Revenue

The following table shows the Company’s revenue disaggregated by transaction model:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2020		2019		2020		2019
Revenue
Open platform transactions	$	148,240	$	108,146	$	386,224	$	275,991
Private platform transactions		3,308		2,251		8,385		5,866
Total	$	151,548	$	110,397	$	394,609	$	281,857

The following table shows the Company’s revenue disaggregated by product vertical:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2020		2019		2020		2019
Revenue
Property & casualty insurance	$	114,132	$	65,905	$	274,822	$	157,071
Health insurance		27,343		22,860		81,420		59,375
Life insurance		7,392		8,381		24,265		25,515
Other		2,681		13,251		14,102		39,896
Total	$	151,548	$	110,397	$	394,609	$	281,857

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2020

QL Holdings LLC and Subsidiaries

Property Plant And Equipment [Line Items]

Summary of Property and Equipment

Property and equipment consisted of the following as of:

	As of
(in thousands)	September 30, 2020			December 31, 2019
Leasehold improvements	$	840		$	783
Furniture and fixtures		304			302
Computers		312			215
Property and equipment, gross		1,456			1,300
Less: Accumulated depreciation		(755	)		(545	)
Property and equipment, net	$	701		$	755

Goodwill and Intangible assets (Tables) - QL Holdings LLC and Subsidiaries

9 Months Ended

Sep. 30, 2020

Goodwill And Intangible Assets [Line Items]

Summary of Goodwill and Intangible Assets

Goodwill and intangible assets consisted of:

	As of
	September 30, 2020									December 31, 2019
(in thousands)	Useful life (months)		Gross carrying amount		Accumulated amortization			Net carrying amount		Gross carrying amount		Accumulated amortization			Net carrying amount
Technology and intellectual property		60	$	—	$	—		$	—	$	32,027	$	(32,027	)	$	—
Customer relationships		120		25,040		(9,285	)		15,755		25,040		(7,094	)		17,946
Costs to acquire third party publishers		24		—		—			—		1,363		(1,363	)		—
Non-compete agreements		60		303		(197	)		106		303		(155	)		148
Domain names		60		1,224		(735	)		489		1,224		(566	)		658
Total Intangible Assets				26,567		(10,217	)		16,350		59,957		(41,205	)		18,752
Goodwill	Indefinite			18,402		—			18,402		18,402		—			18,402

Summary of Change in Goodwill and Intangible Assets

The following table presents the change in goodwill and intangible assets:

	As of
	September 30, 2020					December 31, 2019
(in thousands)	Goodwill		Intangible assets			Goodwill		Intangible assets
Beginning balance at January 1,	$	18,402	$	18,752		$	18,402	$	23,985
Additions to goodwill and intangible assets		—		—			—		148
Amortization		—		(2,402	)		—		(5,381	)
Ending balance	$	18,402	$	16,350		$	18,402	$	18,752

Summary of Future Amortization Expense on Identifiable Intangible Assets

As of September 30, 2020, future amortization expense on identifiable intangible assets with estimable useful lives over the next five years is as follows:

(in thousands)	Amortization expense
2020–Remaining Period	$	799
2021		2,984
2022		2,730
2023		2,389
2024		2,211
Thereafter		5,237
	$	16,350

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2020

QL Holdings LLC and Subsidiaries

Accrued Expenses [Line Items]

Summary of Accrued Expenses

Accrued expenses consisted of:

	As of
(in thousands)	September 30, 2020		December 31, 2019
Accrued deferrable IPO costs and IPO expenses	$	8,140	$	—
Accrued payroll and related expenses		3,397		4,954
Accrued operating expenses		687		754
Other accrued expenses		427		824
Total accrued expenses	$	12,651	$	6,532

Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2020

QL Holdings LLC and Subsidiaries

Debt Instrument [Line Items]

Schedule of Expected Future Principal Payments for Borrowings

The expected future principal payments for all borrowings as of September 30, 2020 is as follows (in thousands):

	Contractual maturity
Nine Months Ended September 30,
2020–Remaining Period	$	2,625
2021		10,500
2022		10,500
2023		186,375
Debt and issuance costs		210,000
Unamortized debt issuance costs		(4,592	)
Total long-term debt		205,408

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2020

QL Holdings LLC and Subsidiaries

Summary of Future Minimum Lease Payments Under Non-cancellable Leases

Future minimum lease payments under the non-cancellable leases are as follows:

(in thousands)	Rent payments
Nine Months Ended September 30,
2020–Remaining Period	$	132
2021		539
2022		555
2023		572
2024		598
Thereafter		1,173
Total	$	3,569

Equity-based Compensation (Tables) - QL Holdings LLC and Subsidiaries

9 Months Ended

Sep. 30, 2020

Share Based Compensation Arrangement by Share Based Payment Award [Line Items]

Schedule of Equity-based Compensation Expense

The Company recorded equity-based compensation expense in the following expense categories in its condensed consolidated statements of operations (in thousands):

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2020		2019		2020		2019
Cost of revenue	$	18	$	19	$	58	$	158
Sales and marketing		158		116		313		1,272
Product development		94		79		723		455
General and administrative		336		306		1,459		1,196
Total equity-based compensation	$	606	$	520	$	2,553	$	3,081

Class B Units

Share Based Compensation Arrangement by Share Based Payment Award [Line Items]

Summary of Class B Units' Activity

The following is a summary of the Class B units’ activity for the nine months ended September 30, 2020:

	Number of units			Weighted- average grant date fair value/unit		Aggregate intrinsic value (in thousands)
Class B units
Outstanding as of December 31, 2019		163,800		$	61.62	$	28,622
Granted		25,500			105.85
Repurchased		(8,568	)		51.03
Forfeited or canceled		(3,432	)		74.22
Outstanding as of September 30, 2020		177,300		$	68.25	$	70,953

QLH Class B Restricted Unit Plan | Class B Units

Share Based Compensation Arrangement by Share Based Payment Award [Line Items]

Schedule of Option Pricing Model Assumptions for Determining Fair Value of Class B Units

The option pricing model assumptions for determining the fair value of the Class B units in the nine months ended September 30, 2020 and 2019 were as follows:

	Nine months ended September 30,
	2020			2019
Expected term (in years)	0.5 - 2 years			3 years
Expected volatility	70% - 88%				70	%
Expected dividend yield		—			—
Risk-free interest rate	0.11% - 1.41%				2.19	%
Discount for lack of marketability		25	%		30	%

Organization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			9 Months Ended
	Oct. 30, 2020	Feb. 26, 2019	Sep. 30, 2020
QL Holdings LLC and Subsidiaries
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions	$ 124.2
Company formation date			Mar. 07, 2014
State in which the limited liability company or limited partnership was organized.			Delaware
Fees related to the closing of the new secured credit facility		$ 2.3
QL Holdings LLC and Subsidiaries \| General and Administrative Expense
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Total transaction expenses		8.8
QL Holdings LLC and Subsidiaries \| General and Administrative Expense \| Legal Investment Banking And Other Consulting Fees
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Total transaction expenses		7.2
QL Holdings LLC and Subsidiaries \| Transaction Bonuses
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Total transaction expenses		1.6
QL Holdings LLC and Subsidiaries \| Insignia Capital Group
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Aggregate amount of share unit repurchased		$ 62.8
QL Holdings LLC and Subsidiaries \| MediaAlpha Ventures, LLC
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Membership interest purchased			60.00%
QL Holdings LLC and Subsidiaries \| Q L Holdings L L C \| White Mountains Capital Inc
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Ownership percentage			42.00%
QL Holdings LLC and Subsidiaries \| Q L Holdings L L C \| Insignia Capital Group
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Ownership percentage			22.00%
Class A Common \| Initial Public Offering (IPO) \| Subsequent Event
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Shares issued	7,027,606
Public offering price, per share	$ 19.00
Proceeds from initial public offering, net of underwriting discounts and commissions	$ 124.2
Class A Common \| Initial Public Offering (IPO) \| Subsequent Event \| QL Holdings LLC and Subsidiaries
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions	$ 124.2
Class A Common \| Underwriters' Over-allotment Option \| Subsequent Event
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Shares issued	769,104
Class A \| QL Holdings LLC and Subsidiaries \| Insignia Capital Group
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Sale of Class A units, Number of Shares		284,211
Sale of Class A units, Consideration		$ 62.8
Percentage of repurchase of share units		25.00%
Class B \| QL Holdings LLC and Subsidiaries \| Insignia Capital Group
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Percentage of repurchase of share units		25.00%

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020 USD ($) Customer Supplier	Sep. 30, 2019 USD ($) Customer Supplier	Sep. 30, 2020 USD ($) Customer Supplier Segment	Sep. 30, 2019 USD ($) Customer Supplier	Dec. 31, 2019 USD ($) Customer Supplier
Significant Accounting Policies [Line Items]
Minimum tax benefit likely of being realized upon ultimate settlement with tax authority percentage			50.00%
QL Holdings LLC and Subsidiaries
Significant Accounting Policies [Line Items]
Allowance for doubtful accounts	$ 600,000		$ 600,000		$ 300,000
Revenue	151,548,000	$ 110,397,000	394,609,000	$ 281,857,000
Accounts receivable	63,084,000		63,084,000		56,012,000
Total purchases	130,830,000	92,707,000	335,692,000	237,130,000
Accounts payable	61,697,000		$ 61,697,000		40,455,000
Number of operating segment \| Segment			1
QL Holdings LLC and Subsidiaries \| Non-Current Assets
Significant Accounting Policies [Line Items]
Deferred offering costs	7,200,000		$ 7,200,000		0
QL Holdings LLC and Subsidiaries \| Customer Concentration Risk
Significant Accounting Policies [Line Items]
Revenue	46,000,000	$ 23,700,000	102,400,000	$ 61,300,000
Accounts receivable	$ 16,000,000		$ 16,000,000		$ 4,700,000
QL Holdings LLC and Subsidiaries \| Customer Concentration Risk \| Revenue from Contract with Customer Benchmark
Significant Accounting Policies [Line Items]
Number of major customer \| Customer	1	1	1	1
Concentration risk percentage	30.00%	21.00%	26.00%	22.00%
QL Holdings LLC and Subsidiaries \| Customer Concentration Risk \| Accounts Receivable
Significant Accounting Policies [Line Items]
Number of major customer \| Customer			1		1
Concentration risk percentage			25.00%		8.00%
QL Holdings LLC and Subsidiaries \| Supplier Concentration Risk \| Purchases
Significant Accounting Policies [Line Items]
Concentration risk percentage	25.00%	22.00%	20.00%	23.00%
Number of major supplier \| Supplier	2	2	2	2
Total purchases	$ 33,800,000	$ 20,000,000	$ 70,500,000	$ 57,700,000
QL Holdings LLC and Subsidiaries \| Supplier Concentration Risk \| Accounts Payable Benchmark
Significant Accounting Policies [Line Items]
Concentration risk percentage			23.00%		36.00%
Number of major supplier \| Supplier			2		2
Accounts payable	$ 14,200,000		$ 14,200,000		$ 14,700,000

Stockholders' Equity - Additional Information (Details)	Sep. 30, 2020 $ / shares shares
Stockholders Equity Note [Abstract]
Common stock, authorized	1,000
Common stock, par value \| $ / shares	$ 0.01
Common stock, issued	0
Common stock, outstanding	0

Commitments and Contingencies - Additional Information (Detail)	Sep. 30, 2020 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Commitments and contingencies

Income Taxes - Additional information (Details)	9 Months Ended
Income Taxes - Additional information (Details)	Sep. 30, 2020 USD ($)
Income Tax Disclosure [Abstract]
Income tax expense	$ 0
Liability for unrecognized tax benefits	0
Accrued interest or penalties related to uncertain tax positions	$ 0

Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands						3 Months Ended		9 Months Ended
	Dec. 01, 2020	Nov. 16, 2020	Oct. 30, 2020	Oct. 27, 2020	Oct. 19, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Subsequent Event [Line Items]
Common stock, outstanding						0		0
QL Holdings LLC and Subsidiaries
Subsequent Event [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions			$ 124,200
Repayment of term loan facility								$ 100,023	$ 14,823
Voting rights								QLH. Holders of Class B-1 units have no voting rights as it pertains to QLH, except for the right to approve certain amendments to the fourth amended and restated limited liability company agreement.
Equity-based compensation expense						$ 606	$ 520	$ 2,553	$ 3,081
QL Holdings LLC and Subsidiaries \| Supply Partner
Subsequent Event [Line Items]
Percentage of revenue represented						3.50%		3.30%
Subsequent Event \| 2020 Term Loan Facility
Subsequent Event [Line Items]
Repayment of term loan facility	$ 23,600
Subsequent Event \| QL Holdings LLC and Subsidiaries \| Supply Partner
Subsequent Event [Line Items]
Date of Termination					Oct. 19, 2020
Subsequent Event \| QL Holdings LLC and Subsidiaries \| 2020 Term Loan Facility
Subsequent Event [Line Items]
Proceeds from initial public offering	$ 23,600
Subsequent Event \| Class A-1 Units \| Intermediate Holdco \| QL Holdings LLC and Subsidiaries
Subsequent Event [Line Items]
Ownership interest percentage by parent				100.00%
Initial Public Offering (IPO) \| Subsequent Event \| QLH and QL
Subsequent Event [Line Items]
Remaining net proceeds			16,300
Initial Public Offering (IPO) \| Subsequent Event \| QLH and QL \| 2020 Term Loan Facility
Subsequent Event [Line Items]
Repayment of term loan facility			23,600
Initial Public Offering (IPO) \| Subsequent Event \| QL Holdings LLC and Subsidiaries
Subsequent Event [Line Items]
Equity-based compensation expense			2,800
Initial Public Offering (IPO) \| Subsequent Event \| Intermediate Holdco \| QL Holdings LLC and Subsidiaries \| 2020 Term Loan Facility
Subsequent Event [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions			16,300
Proceeds from initial public offering			23,600
Initial Public Offering (IPO) \| Subsequent Event \| Class B-1 Units \| Intermediate Holdco
Subsequent Event [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions			$ 84,300
Initial Public Offering (IPO) \| Subsequent Event \| Class B-1 Units \| Q L Holdings L L C
Subsequent Event [Line Items]
Shares repurchased			4,772,449
Initial Public Offering (IPO) \| Subsequent Event \| Class B-1 Units \| Q L Holdings L L C
Subsequent Event [Line Items]
Common stock, outstanding			41,620
Initial Public Offering (IPO) \| Subsequent Event \| Class B-1 Units \| Intermediate Holdco \| QL Holdings LLC and Subsidiaries
Subsequent Event [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions			$ 84,300
Shares repurchased			4,772,449
Initial Public Offering (IPO) \| Subsequent Event \| Class B-1 Units \| Not Held by Media Alpha Inc \| Q L Holdings L L C
Subsequent Event [Line Items]
Ownership interest percentage by noncontrolling owners			43.50%
Class A Common \| Subsequent Event
Subsequent Event [Line Items]
Share reserved for issuance				25,536,043
Class A Common \| Subsequent Event \| Omnibus Incentive Plan
Subsequent Event [Line Items]
Initial reserve (in shares)				12,506,550
Class A Common \| Subsequent Event \| Omnibus Incentive Plan \| Restricted Stock Unit (RSU)
Subsequent Event [Line Items]
Shares granted		966,601
Class A Common \| Subsequent Event \| Omnibus Incentive Plan \| Restricted Stock Unit (RSU) \| Minimum
Subsequent Event [Line Items]
Vesting period		1 year
Class A Common \| Subsequent Event \| Omnibus Incentive Plan \| Restricted Stock Unit (RSU) \| Maximum
Subsequent Event [Line Items]
Vesting period		4 years
Class A Common \| Initial Public Offering (IPO) \| Subsequent Event
Subsequent Event [Line Items]
Class B issuances, Shares			7,027,606
Public offering price, per share			$ 19.00
Proceeds from initial public offering, net of underwriting discounts and commissions			$ 124,200
Common stock, outstanding			33,169,141
Class A Common \| Initial Public Offering (IPO) \| Subsequent Event \| QL Holdings LLC and Subsidiaries
Subsequent Event [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions			$ 124,200
Underwriting discounts and commissions			$ 9,300
Class A Common \| Initial Public Offering (IPO) \| Subsequent Event \| Q L Holdings L L C
Subsequent Event [Line Items]
Ownership interest percentage by parent			56.50%
Class A Common \| Initial Public Offering (IPO) \| Subsequent Event \| Omnibus Incentive Plan \| Restricted Stock Unit (RSU)
Subsequent Event [Line Items]
Shares granted			4,856,189
Grant-date fair value of shares granted			$ 19.00
Vesting period			3 years
Class A Common \| Underwriters' Over-allotment Option \| Subsequent Event
Subsequent Event [Line Items]
Class B issuances, Shares			769,104
Class B Common \| QL Holdings LLC and Subsidiaries
Subsequent Event [Line Items]
Class B issuances, Shares						16,000,000	1,750,000	25,500,000	89,738,000
Shares repurchased							4,880,000	8,568,000	31,799,000
Class B Common \| Initial Public Offering (IPO) \| Subsequent Event
Subsequent Event [Line Items]
Common stock, outstanding			25,536,043
Class B-1 Units \| Initial Public Offering (IPO) \| Subsequent Event
Subsequent Event [Line Items]
Shares repurchased			4,772,449
White Mountains Capital, Inc. of Intermediate Holdco \| Subsequent Event \| Tax Receivables Agreement
Subsequent Event [Line Items]
Percentage of cash savings required to pay up on agreement				85.00%
White Mountains Capital, Inc. of Intermediate Holdco \| Class A Common \| Initial Public Offering (IPO) \| Subsequent Event
Subsequent Event [Line Items]
Class B issuances, Shares				24,142,096
Insignia, Senior Executives and Legacy Profit Interests Holders \| Class B Common \| Initial Public Offering (IPO) \| Subsequent Event
Subsequent Event [Line Items]
Class B issuances, Shares				30,308,492
Legacy Profit Interests Holders \| Class A Common \| Initial Public Offering (IPO) \| Subsequent Event
Subsequent Event [Line Items]
Class B issuances, Shares				1,999,439
Insignia and Senior Executives \| Subsequent Event \| Tax Receivables Agreement
Subsequent Event [Line Items]
Percentage of cash savings required to pay up on agreement				85.00%

Disaggregation of Revenue - Summary of Disaggregation of Revenue by Transaction Model (Details) - QL Holdings LLC and Subsidiaries - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 151,548	$ 110,397	$ 394,609	$ 281,857
Open Platform Transactions
Disaggregation of Revenue [Line Items]
Revenue	148,240	108,146	386,224	275,991
Private Platform Transactions
Disaggregation of Revenue [Line Items]
Revenue	$ 3,308	$ 2,251	$ 8,385	$ 5,866

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Disaggregation of Revenue - Summary of Disaggregation of Revenue by Product Vertical (Details) - QL Holdings LLC and Subsidiaries - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 151,548	$ 110,397	$ 394,609	$ 281,857
Property & Casualty Insurance
Disaggregation of Revenue [Line Items]
Revenue	114,132	65,905	274,822	157,071
Health Insurance
Disaggregation of Revenue [Line Items]
Revenue	27,343	22,860	81,420	59,375
Life Insurance
Disaggregation of Revenue [Line Items]
Revenue	7,392	8,381	24,265	25,515
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 2,681	$ 13,251	$ 14,102	$ 39,896

- Definition

+ References

+ Details

Property and Equipment - Summary of Property and Equipment (Details) - QL Holdings LLC and Subsidiaries - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 1,456	$ 1,300
Less: Accumulated depreciation	(755)	(545)
Property and equipment, net	701	755
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	840	783
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	304	302
Computers
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 312	$ 215

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
QL Holdings LLC and Subsidiaries
Property Plant And Equipment [Line Items]
Depreciation expense	$ 0.1	$ 0.1	$ 0.2	$ 0.3

Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - QL Holdings LLC and Subsidiaries - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	$ 26,567	$ 59,957
Accumulated amortization	(10,217)	(41,205)
Net carrying amount	16,350	18,752	$ 23,985
Goodwill	$ 18,402	18,402	$ 18,402
Technology and Intellectual Property
Goodwill And Intangible Assets [Line Items]
Useful life (months)	60 months
Gross carrying amount		32,027
Accumulated amortization		(32,027)
Customer Relationships
Goodwill And Intangible Assets [Line Items]
Useful life (months)	120 months
Gross carrying amount	$ 25,040	25,040
Accumulated amortization	(9,285)	(7,094)
Net carrying amount	$ 15,755	17,946
Costs to Acquire Third Party Publishers
Goodwill And Intangible Assets [Line Items]
Useful life (months)	24 months
Gross carrying amount		1,363
Accumulated amortization		(1,363)
Non-compete Agreements
Goodwill And Intangible Assets [Line Items]
Useful life (months)	60 months
Gross carrying amount	$ 303	303
Accumulated amortization	(197)	(155)
Net carrying amount	$ 106	148
Domain Names
Goodwill And Intangible Assets [Line Items]
Useful life (months)	60 months
Gross carrying amount	$ 1,224	1,224
Accumulated amortization	(735)	(566)
Net carrying amount	$ 489	$ 658

Goodwill and Intangible Assets - Additional Information (Details) - QL Holdings LLC and Subsidiaries - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Goodwill And Intangible Assets [Line Items]
Amortization expense related to intangible assets	$ 800,000	$ 1,400,000	$ 2,402,000	$ 4,158,000	$ 5,381,000
Accumulated impairment of goodwill	$ 0		$ 0

Goodwill and Intangible Assets - Summary of Change in Goodwill and Intangible Assets (Details) - QL Holdings LLC and Subsidiaries - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Goodwill And Intangible Assets [Line Items]
Goodwill, Beginning balance			$ 18,402	$ 18,402	$ 18,402
Goodwill, Ending balance	$ 18,402		18,402		18,402
Intangible assets, Beginning balance			18,752	23,985	23,985
Additions to intangible assets					148
Intangible assets, Amortization	(800)	$ (1,400)	(2,402)	$ (4,158)	(5,381)
Intangible assets, Ending balance	$ 16,350		$ 16,350		$ 18,752

Goodwill and Intangible Assets - Summary of Future Amortization Expense on Identifiable Intangible Assets (Details) - QL Holdings LLC and Subsidiaries - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Goodwill And Intangible Assets [Line Items]
2020–Remaining Period	$ 799
2021	2,984
2022	2,730
2023	2,389
2024	2,211
Thereafter	5,237
Total	$ 16,350	$ 18,752	$ 23,985

Other Assets - Additional Information (Details) - QL Holdings LLC and Subsidiaries	3 Months Ended	9 Months Ended
	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($) shares
Other Asset [Line Items]
Duration of partnership agreement with large online customer acquisition marketing company		10 years
One time upfront cash payment		$ 5,000,000
Common stock subscription agreement to acquire \| shares		10,000,000
Paid cash		$ 10,000,000
Percentage of total outstanding common shares acquired	7.00%	7.00%
Impairment losses	$ 0	$ 0

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Accrued Expenses [Line Items]
Total accrued expenses	$ 9,869
QL Holdings LLC and Subsidiaries
Accrued Expenses [Line Items]
Accrued deferrable IPO costs and IPO expenses	8,140,000
Accrued payroll and related expenses	3,397,000	$ 4,954,000
Accrued operating expenses	687,000	754,000
Other accrued expenses	427,000	824,000
Total accrued expenses	$ 12,651,000	$ 6,532,000

Long-term Debt - Additional Information (Details) - QL Holdings LLC and Subsidiaries - USD ($)			3 Months Ended		9 Months Ended
	Sep. 23, 2020	Jun. 12, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Feb. 26, 2019
Debt Instrument [Line Items]
Debt issuance costs		$ 200,000			$ 4,467,000	$ 2,303,000
Long-term debt			$ 205,408,000		205,408,000
Deferred debt issuance costs			4,592,000		4,592,000
Current portion of long-term debt			6,262,000		6,262,000		$ 873,000
Long-term debt, net of current portion			199,146,000		199,146,000		96,665,000
Cash distribution to QLH class A Unit holders and certain QLH class B unit holders	$ 105,800,000
Unamortized deferred financing costs			4,600,000	$ 1,800,000	4,600,000	1,800,000
Loss on extinguishment of debt					(1,998,000)
Interest expense			1,600,000	1,900,000	4,800,000	5,300,000
Amortization of deferred debt issuance costs			100,000	100,000	334,000	551,000
Maximum
Debt Instrument [Line Items]
Interest Payable			100,000	$ 100,000	100,000	$ 100,000
LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		5.50%
Debt instrument, reduced interest rate		4.85%
2019 Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility assigned to third party		$ 5,000,000
Outstanding amount drawn under revolving credit facility							0
2019 Revolving Credit Facility \| Monroe Capital
Debt Instrument [Line Items]
Revolving line of credit								$ 5,000,000
2020 Revolving Credit Facility
Debt Instrument [Line Items]
Revolving line of credit	5,000,000
Outstanding amount drawn under revolving credit facility			0		0
2019 Credit Facilities
Debt Instrument [Line Items]
Unamortized deferred financing costs			300,000		300,000
2019 Credit Facilities \| Other Expense
Debt Instrument [Line Items]
Loss on extinguishment of debt			(2,000,000)		(2,000,000)
2019 Term Loan Facility
Debt Instrument [Line Items]
Term loan facility assigned to third party		$ 25,000,000
Long-term debt							97,500,000
Deferred debt issuance costs							1,700,000
Current portion of long-term debt							900,000
Long-term debt, net of current portion							$ 96,700,000
2019 Term Loan Facility \| Monroe Capital
Debt Instrument [Line Items]
Initial principal amount of term loan								100,000,000
Proceeds from term loan								$ 100,000,000
2020 Term Loan Facility
Debt Instrument [Line Items]
Initial principal amount of term loan	210,000,000
Proceeds from term loan	$ 210,000,000
Long-term debt			205,400,000		205,400,000
Deferred debt issuance costs			4,300,000		4,300,000
Current portion of long-term debt			1,600,000		1,600,000
Long-term debt, net of current portion			$ 3,000,000		3,000,000
Debt instrument, periodic payment					$ 2,625,000
Debt instrument, frequency of periodic payment					quarterly
Debt instrument, date of first required payment					Dec. 31, 2020
Two Thousand Twenty Credit Facilities
Debt Instrument [Line Items]
Credit facilities, maturity date					Sep. 22, 2023

Long-term Debt - Schedule of Expected Future Principal Payments for Borrowings (Details) - QL Holdings LLC and Subsidiaries $ in Thousands	Sep. 30, 2020 USD ($)
Long Term Debt By Maturity [Line Items]
2020–Remaining Period	$ 2,625
2021	10,500
2022	10,500
2023	186,375
Debt and issuance costs	210,000
Unamortized debt issuance costs	(4,592)
Total long-term debt	$ 205,408

Commitments and Contingencies - Additional Information (Details) - QL Holdings LLC and Subsidiaries - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Lessee Lease Description [Line Items]
Deferred rent liability	$ 400,000		$ 400,000		$ 400,000
Rental expense	100,000	$ 500,000	100,000	$ 400,000
Contingency reserves for litigation liabilities	$ 0		$ 0		$ 0

Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Non-cancellable Leases (Details) - QL Holdings LLC and Subsidiaries $ in Thousands	Sep. 30, 2020 USD ($)
Lessee Lease Description [Line Items]
2020–Remaining Period	$ 132
2021	539
2022	555
2023	572
2024	598
Thereafter	1,173
Total	$ 3,569

Redeemable Class A Units and Members' Deficit - Additional Information (Details) - QL Holdings LLC and Subsidiaries	9 Months Ended
	Sep. 30, 2020 Date shares	Dec. 31, 2019 shares
Capital Unit [Line Items]
Voting rights	QLH. Holders of Class B-1 units have no voting rights as it pertains to QLH, except for the right to approve certain amendments to the fourth amended and restated limited liability company agreement.
Redeemable Class A
Capital Unit [Line Items]
Number of dates on redemption right exercised \| Date	3
Redemption right exercised	The redemption right may be exercised on three dates which are on the fifth, seventh, and ninth anniversary of the Insignia Recapitalization of February 26, 2019 and must be settled by the Company no later than one year from the exercise date. The redemption may only be exercised on all of ICG’s Class A units at once.
Redeemable units	284,211	284,211
Redeemable Class A \| Maximum
Capital Unit [Line Items]
Redemption right settlement period exercise date	1 year
Insignia Capital Group \| Redeemable Class A
Capital Unit [Line Items]
Recapitalization transaction date	Feb. 26, 2019
Insignia Capital Group \| Redeemable Class A \| Maximum
Capital Unit [Line Items]
Liquidation event notice period	10 business days
Class A
Capital Unit [Line Items]
Members' capital, authorized	1,136,842	1,136,842
Members' capital, issued	852,631	852,631
Members' capital, outstanding	852,631	852,631
Members' capital, subject to possible redemption	284,211	284,211
Voting rights	one vote for each Class A unit
Class B
Capital Unit [Line Items]
Members' capital, authorized	177,300	177,300
Members' capital, issued	177,300	163,800
Members' capital, outstanding	177,300	163,800
Members' capital, vested	82,161

Equity-based Compensation - Additional Information (Details) - QL Holdings LLC and Subsidiaries - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]
Number of vested units			39,617
Aggregate intrinsic value of vested shares			$ 10.1
Equity-based compensation expense recognized amount paid to redeem units exceeded fair value at redemption	$ 0.0	$ 0.0	0.8	$ 1.3
Cash used to settle redemptions	$ 0.0	$ 1.1	$ 2.2	$ 5.8
Class B Units
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]
Number of vested units			82,161	49,242
Number of unvested units	95,139	103,558	95,139	103,558
Weighted average grant date fair value per unit, vested			$ 55.96	$ 42.93
Weighted average grant date fair value per unit, unvested	$ 87.79	$ 70.43	$ 87.79	$ 70.43
Aggregate intrinsic value of unvested shares	$ 38.1		$ 38.1
Unrecognized compensation cost	$ 8.2	$ 6.4	$ 8.2	$ 6.4
Weighted-average period for recognize compensation cost			3 years 1 month 6 days	3 years 3 months 18 days
Class B Units \| QLH Class B Restricted Unit Plan
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]
Number of units issued	177,300		177,300
Number of units remained available for future grant	0		0
Class B Units \| QLH Class B Restricted Unit Plan \| Four-year Vesting Period
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]
Vesting period			4 years
Vesting percentage			25.00%

Equity-based Compensation - Schedule of Option Pricing Model Assumptions for Determining Fair Value of Class B Units - (Details) - QL Holdings LLC and Subsidiaries - QLH Class B Restricted Unit Plan - Class B Units	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]
Expected term (in years)		3 years
Expected volatility		70.00%
Expected volatility, Minimum	70.00%
Expected volatility, Maximum	88.00%
Risk-free interest rate		2.19%
Risk-free interest rate, Minimum	0.11%
Risk-free interest rate, Maximum	1.41%
Discount for lack of marketability	25.00%	30.00%
Minimum
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]
Expected term (in years)	6 months
Maximum
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]
Expected term (in years)	2 years

Equity-based Compensation - Summary of Class B Units' Activity (Details) - Class B Units - QL Holdings LLC and Subsidiaries $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($) $ / shares shares
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]
Number of units, Beginning balance \| shares	163,800
Number of units, Granted \| shares	25,500
Number of units, Repurchased \| shares	(8,568)
Number of units, Forfeited or canceled \| shares	(3,432)
Number of units, Ending balance \| shares	177,300
Weighted average grant date fair value/unit, Beginning balance \| $ / shares	$ 61.62
Weighted average grant date fair value/unit, Granted \| $ / shares	105.85
Weighted average grant date fair value/unit, Repurchased \| $ / shares	51.03
Weighted average grant date fair value/unit, Forfeited or canceled \| $ / shares	74.22
Weighted average grant date fair value/unit, Ending balance \| $ / shares	$ 68.25
Aggregate intrinsic value, Beginning balance \| $	$ 28,622
Aggregate intrinsic value, Ending balance \| $	$ 70,953

Equity-based Compensation - Schedule of Equity-based Compensation Expense (Details) - QL Holdings LLC and Subsidiaries - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items]
Equity-based compensation expense	$ 606	$ 520	$ 2,553	$ 3,081
Cost of Revenue
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items]
Equity-based compensation expense	18	19	58	158
Sales and Marketing
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items]
Equity-based compensation expense	158	116	313	1,272
Product Development
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items]
Equity-based compensation expense	94	79	723	455
General and Administrative Expense
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items]
Equity-based compensation expense	$ 336	$ 306	$ 1,459	$ 1,196