0001818383-21-000089 | 10-Q | XBRL Viewer

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Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2021	Jul. 30, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-39671
Entity Registrant Name	MediaAlpha, Inc.
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
Trading Symbol	MAX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Small Business	false
Entity Ex Transition Period	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001818383
Current Fiscal Year End Date	--12-31
Class A Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		39,193,465
Class B Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		20,962,000

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 15,000	$ 23,554
Accounts receivable, net of allowance for credit losses of $674 and $438, respectively	74,285	96,295
Prepaid expenses and other current assets	5,457	7,950
Total current assets	94,742	127,799
Property and equipment, net	1,060	762
Intangible assets, net	14,059	15,551
Goodwill	18,402	18,402
Deferred tax asset	92,240	31,613
Other assets	15,900	16,210
Total assets	236,403	210,337
Current liabilities
Accounts payable	46,306	98,249
Accrued expenses	7,472	9,206
Total current liabilities	53,778	107,455
Long-term debt	183,344	182,668
Liabilities under tax receivable agreement, net of current portion	75,757	22,498
Other long-term liabilities	2,750	2,834
Total liabilities	315,629	315,455
Commitments and contingencies
Stockholders' (deficit):
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020	0	0
Additional paid-in capital	397,710	384,611
Accumulated Deficit	(418,876)	(418,973)
Total stockholders' (deficit) attributable to MediaAlpha, Inc.	(20,569)	(33,773)
Non-controlling interest	(58,657)	(71,345)
Total stockholders' (deficit)	(79,226)	(105,118)
Total liabilities and stockholders' deficit	236,403	210,337
Class A Common
Stockholders' (deficit):
Common stock	387	334
Class B Common
Stockholders' (deficit):
Common stock	$ 210	$ 255

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue	$ 157,353	$ 123,616	$ 330,941	$ 243,061
Cost and operating expenses
Cost of revenue	132,304	104,193	279,483	204,862
Sales and marketing	5,717	2,814	11,101	5,950
Product development	3,835	1,873	7,150	3,716
General and administrative	13,582	3,055	29,328	6,302
Total cost and operating expenses	155,438	111,935	327,062	220,830
Income from operations	1,915	11,681	3,879	22,231
Other expenses, net	171	0	21	0
Interest expense	2,237	1,535	4,538	3,250
Total other expense	2,408	1,535	4,559	3,250
(Loss) income before income taxes	(493)	10,146	(680)	18,981
Income tax (benefit)	(125)	0	(489)	0
Net (loss) income	(368)	10,146	(191)	18,981
Net (loss) attributable to non-controlling interest	(171)	0	(288)	0
Net (loss) income attributable to MediaAlpha, Inc.	$ (197)	$ 0	$ 97	$ 0
Net (loss) income per share of Class A common stock
Basic (in dollars per share)	$ (0.01)	$ 0	$ 0.00	$ 0
Diluted (in dollars per share)	$ (0.01)	$ 0	$ 0.00	$ 0
Weighted average shares of Class A common stock outstanding
Basic (in shares)	37,667,432	0	35,414,548	0
Diluted (in shares)	37,667,432	0	35,414,548	0
QL Holdings LLC
Cost and operating expenses
Net (loss) income	$ 0	$ 10,146	$ 0	$ 18,981

Consolidated Statements of Redeemable Class A Units, Members' Deficit, and Stockholders' Deficit - USD ($) $ in Thousands	Total	Redeemable Class A	Members' Equity	Common Stock Class A common stock	Common Stock Class B common stock	Additional Paid-In- Capital	Accumulated deficit	Non- Controlling Interest
Beginning balance (in shares) at Dec. 31, 2019		284,211
Beginning balance at Dec. 31, 2019		$ 74,097
Increase (Decrease) in Temporary Equity [Roll Forward]
Remeasurement of redeemable Class A units	$ (20,342)	$ 20,342					$ (20,342)
Ending balance (in shares) at Mar. 31, 2020		284,211
Ending balance at Mar. 31, 2020		$ 94,439
Beginning balance (in shares) at Dec. 31, 2019				0	0
Beginning balance at Dec. 31, 2019	(113,596)		$ 79,547	$ 0	$ 0	$ 0	(193,143)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B repurchased	(1,952)						(1,952)
Equity-based compensation	1,266		1,266
Net income	8,835						8,835
Ending balance (in shares) at Mar. 31, 2020				0	0
Ending balance at Mar. 31, 2020	(125,789)		80,813	$ 0	$ 0	0	(206,602)	0
Beginning balance (in shares) at Dec. 31, 2019		284,211
Beginning balance at Dec. 31, 2019		$ 74,097
Ending balance (in shares) at Jun. 30, 2020		284,211
Ending balance at Jun. 30, 2020		$ 181,066
Beginning balance (in shares) at Dec. 31, 2019				0	0
Beginning balance at Dec. 31, 2019	(113,596)		79,547	$ 0	$ 0	0	(193,143)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	18,981
Ending balance (in shares) at Jun. 30, 2020				0	0
Ending balance at Jun. 30, 2020	(212,408)		81,494	$ 0	$ 0	0	(293,902)	0
Beginning balance (in shares) at Mar. 31, 2020		284,211
Beginning balance at Mar. 31, 2020		$ 94,439
Increase (Decrease) in Temporary Equity [Roll Forward]
Remeasurement of redeemable Class A units	(86,627)	$ 86,627					(86,627)
Ending balance (in shares) at Jun. 30, 2020		284,211
Ending balance at Jun. 30, 2020		$ 181,066
Beginning balance (in shares) at Mar. 31, 2020				0	0
Beginning balance at Mar. 31, 2020	(125,789)		80,813	$ 0	$ 0	0	(206,602)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B repurchased	(292)						(292)
Equity-based compensation	681		681
Members' distributions	(10,527)						(10,527)
Net income (loss)	10,146
Net income	10,146						10,146
Ending balance (in shares) at Jun. 30, 2020				0	0
Ending balance at Jun. 30, 2020	(212,408)		$ 81,494	$ 0	$ 0	0	(293,902)	0
Beginning balance (in shares) at Dec. 31, 2020				33,371,056	25,536,043
Beginning balance at Dec. 31, 2020	(105,118)			$ 334	$ 255	384,611	(418,973)	(71,345)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	6,190					6,190
Exchange of non-controlling interest for Class A common stock (in shares)				4,457,796	(4,457,796)
Exchange of non-controlling interest for Class A common stock	0			$ 45	$ (45)	(12,716)		12,716
Vesting of restricted stock units (in shares)				444,030
Vesting of restricted stock units	0			$ 4		(4)
Equity- based compensation, net of forfeitures (in shares)				(58,608)
Equity-based compensation, net of forfeitures	10,602			$ (1)		10,479		124
Tax withholding on vesting of restricted stock units	(1,276)					(1,276)
Net income (loss)	177						294	(117)
Ending balance (in shares) at Mar. 31, 2021				38,214,274	21,078,247
Ending balance at Mar. 31, 2021	(89,425)			$ 382	$ 210	387,284	(418,679)	(58,622)
Beginning balance (in shares) at Dec. 31, 2020				33,371,056	25,536,043
Beginning balance at Dec. 31, 2020	(105,118)			$ 334	$ 255	384,611	(418,973)	(71,345)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(191)
Ending balance (in shares) at Jun. 30, 2021				38,709,784	21,040,999
Ending balance at Jun. 30, 2021	(79,226)			$ 387	$ 210	397,710	(418,876)	(58,657)
Beginning balance (in shares) at Mar. 31, 2021				38,214,274	21,078,247
Beginning balance at Mar. 31, 2021	(89,425)			$ 382	$ 210	387,284	(418,679)	(58,622)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	54					54
Exchange of non-controlling interest for Class A common stock (in shares)				37,248	(37,248)
Exchange of non-controlling interest for Class A common stock	0					(106)		106
Vesting of restricted stock units (in shares)				458,262
Vesting of restricted stock units	0			$ 5		(5)
Equity-based compensation, net of forfeitures	11,521					11,381		140
Tax withholding on vesting of restricted stock units	(898)					(898)
Distribution to non-controlling interests	(110)							(110)
Net income (loss)	(368)						(197)	(171)
Ending balance (in shares) at Jun. 30, 2021				38,709,784	21,040,999
Ending balance at Jun. 30, 2021	$ (79,226)			$ 387	$ 210	$ 397,710	$ (418,876)	$ (58,657)

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Cash flows from operating activities
Net income (loss)	$ (368)	$ 177	$ 10,146	$ (191)	$ 18,981
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Non-cash equity-based compensation expense				22,123	1,156
Depreciation expense on property and equipment				173	137
Amortization of intangible assets	700		800	1,492	1,603	$ 3,201
Amortization of deferred debt issuance costs	300		100	694	226
Bad debt expense				235	219
Deferred taxes				(865)	0
Tax receivable agreement liability adjustments				(156)	0
Changes in operating assets and liabilities:
Accounts receivable				21,775	(974)
Prepaid expenses and other current assets				2,472	(261)
Other assets				310	(4,625)
Accounts payable				(51,940)	25,167
Accrued expenses				(1,922)	(2,344)
Net cash (used in) provided by operating activities				(5,800)	39,285
Cash flows from investing activities
Purchases of property and equipment				(470)	(92)
Purchase of cost method investment				0	(10,000)
Net cash (used in) investing activities				(470)	(10,092)
Cash flows from financing activities
Revolving line of credit				0	7,500
Repayments on revolving line of credit				0	(7,500)
Repayments on long-term debt				0	(812)
Repurchase of Class B units at QLH up to fair value				0	(1,453)
Distributions				(110)	(10,527)
Shares withheld for taxes on vesting of restricted stock units				(2,174)	0
Net cash (used in) financing activities				(2,284)	(12,792)
Net (decrease) increase in cash and cash equivalents				(8,554)	16,401
Cash and cash equivalents, beginning of period		$ 23,554		23,554	10,028	10,028
Cash and cash equivalents, end of period	$ 15,000		$ 26,429	15,000	26,429	$ 23,554
Supplemental disclosures of cash flow information
Interest				2,644	3,028
Redemption of Class B units of QLH in excess of fair value				0	791
Non-cash Investing and Financing Activities:
Establishment of liabilities under the tax receivable agreement				(53,519)	0
Establishment of deferred tax assets				$ (59,763)	$ 0

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Accounts receivable, allowance for credit losses	$ 674	$ 438
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	50,000,000	50,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Class A Common
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	1,000,000,000.0	1,000,000,000.0
Common stock, issued (in shares)	38,700,000	33,400,000
Common stock, outstanding (in shares)	38,700,000	33,400,000
Class B Common
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	100,000,000	100,000,000
Common stock, issued (in shares)	21,000,000.0	25,500,000
Common stock, outstanding (in shares)	21,000,000.0	25,500,000

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of significant accounting policies The Company's significant accounting policies are included in the 2020 Annual Report on Form 10-K and did not materially change during the six months ended June 30, 2021. Basis of presentation The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of the Company as of and for the periods presented have been included. The December 31, 2020 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2020 Annual Report on Form 10-K. Impact of COVID-19 The COVID-19 pandemic continues to impact the United States and many countries around the world as new strains of the virus are found. 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 management is unable to estimate the full impact currently. The Company's Travel vertical has experienced a decline in revenue when compared with pre-COVID-19 levels, and although management does not believe the situation will materially impact the Company's liquidity or capital position, management does not expect revenue from the travel vertical to recover fully in the foreseeable future. The Company continues to monitor the potential impact of the COVID-19 pandemic on its business, results of operations and financial condition. 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 management is not aware of any specific related event or circumstance that would require the Company to revise the estimates reflected in these 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. Accounts receivable The Company estimates expected credit losses based on collection history and management’s assessment of the current economic trends, business environment, customers’ financial condition, accounts receivable aging and any customer disputes that may impact the level of future credit losses. Accounts receivable are net of allowances for credit losses of $0.7 million and $0.4 million as of June 30, 2021 and December 31, 2020, 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 the institutions with which the Company maintains its deposits. The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their 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 receivable, and recording allowances for credit losses. Customer concentrations consisted of two customers that accounted for approximately $45 million, or 28%, and $95 million, or 29%, of revenue for three and six months ended June 30, 2021, respectively and one customer that accounted for approximately $34 million, or 28%, and $56 million, or 23%, of revenue for three and six months ended June 30, 2020, respectively. The Company's two largest customers accounted for approximately, $22 million, or 29%, and $33 million, or 35%, of its accounts receivables as of June 30, 2021 and December 31, 2020, respectively. The Company’s accounts payable can expose the Company to business risks such as supplier concentrations. For the three and six months ended June 30, 2021, the Company had no supplier that accounted for more than 10% of total purchases, and for the three and six months ended June 30, 2020, the Company had two suppliers that accounted for approximately $23 million, or 23%, and $47 million, or 21%, of total purchases, respectively. The Company had one large supplier that accounted for approximately $7 million, or 16%, of total accounts payable as of June 30, 2021 and two large suppliers that accounted for approximately $25 million, or 25%, of total accounts payable as of December 31, 2020. New Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act, or the JOBS Act, allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable with the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. As of June 30, 2021, the Company determined that as of December 31, 2021 it will become a large accelerated filer under Rule 12b-2 of the Securities Exchange Act of 1934, as amended ("the Exchange Act") and will no longer be classified as an emerging growth company. Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326), which changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. This update replaces the existing incurred loss impairment model with an expected loss model (referred to as the Current Expected Credit Loss model, or "CECL"). The Company early adopted ASU 2016-13 and its related amendments, as applicable, on January 1, 2021. The adoption of this new accounting guidance did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The ASU aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40. Costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post implementation stages are expensed as the activities are performed. ASU 2018-15 is effective annual reporting periods beginning after December 15, 2020 and the interim periods within annual periods beginning after December 15, 2021, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company adopted this ASU using prospective transition as of January 1, 2021. The adoption of the new accounting guidance did not have a material impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 for public companies and for fiscal years beginning after December 15, 2021 for all other entities and early adoption is permitted. The Company early adopted this ASU on January 1, 2021 and the adoption did not have a material impact on the Company's consolidated financial statements. Recently issued not yet adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-2, Leases (ASC 842) (“ASU 2016-2”), 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 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. ASU 2016-2 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. 2020-5 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. For public business entities the new guidance was effective for fiscal years beginning after December 15, 2018. The Company will adopt this accounting guidance with its annual reporting for fiscal year ending December 31, 2021 as it will be designated a large accelerated filer as of that date. The Company is currently evaluating the impact of the adoption of the new accounting guidance on its consolidated financial statements. In March 2020 and January 2021, the FASB issued ASU No. 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU 2021-1, Reference Rate Reform (Topic 848): Scope, respectively. ASU 2020-4 and ASU 2021-1 provide optional expedients and exceptions for applying U.S. GAAP, to contracts and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-4 and ASU 2021-1 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-4 and ASU 2021-1 on its consolidated financial statements.

Disaggregation of Revenue

6 Months Ended

Jun. 30, 2021

Disaggregation of Revenue [Abstract]

Disaggregation of Revenue

Disaggregation of revenue

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


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Revenue
Open platform transactions	$	152,522	$	120,962	$	321,870	$	237,984
Private platform transactions	4,831		2,654		9,071		5,077
Total	$	157,353	$	123,616	$	330,941	$	243,061

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


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Revenue
Property & casualty insurance	$	109,337	$	88,617	$	234,878	$	160,690
Health insurance	33,688		26,204		69,584		54,077
Life insurance	7,479		7,320		15,432		16,873
Other (1)	6,849		1,475		11,047		11,421
Total	$	157,353	$	123,616	$	330,941	$	243,061

(1)Other verticals include Travel, Education and Consumer Finance.

- 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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&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
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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=123351226&loc=SL49130554-203045

+ Details

Property and Equipment

6 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment

Property and equipment consisted of the following:


	As of
(in thousands)	June 30, 2021		December 31, 2020
Leasehold improvements	$	1,254	$	918
Furniture and fixtures	364		318
Computers	449		360
Property and equipment, gross	2,067		1,596
Less: Accumulated depreciation	(1,007)		(834)
Property and equipment, net	$	1,060	$	762

Depreciation expense related to property and equipment amounted to $0.1 million for the three months ended June 30, 2021 and 2020, and $0.2 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively.

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and intangible assets

Goodwill and intangible assets consisted of:


	As of
	June 30, 2021							December 31, 2020
(in thousands)	Useful life (months)	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Customer relationships	120	$	25,040	$	(11,373)	$	13,667	$	25,040	$	(10,016)	$	15,024
Non-compete agreements	60	303		(240)		63		303		(211)		92
Domain names	60	1,224		(895)		329		1,224		(789)		435
Intangible assets		$	26,567	$	(12,508)	$	14,059	$	26,567	$	(11,016)	$	15,551
Goodwill	Indefinite	$	18,402	—		$	18,402	$	18,402	—		$	18,402

Amortization expense related to intangible assets totaled $0.7 million and $0.8 million for the three months ended June 30, 2021 and 2020, respectively, and $1.5 million and $1.6 million for the six months ended June 30, 2021 and 2020, 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. The Company has no accumulated impairment of goodwill.

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


	As of
	June 30, 2021				December 31, 2020
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance	$	18,402	$	15,551	$	18,402	$	18,752
Additions to goodwill and intangible assets	—		—		—		—
Amortization	—		(1,492)		—		(3,201)
Ending balance	$	18,402	$	14,059	$	18,402	$	15,551

As of June 30, 2021, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows:


(in thousands)	Amortization expense
2021–Remaining Period	$	1,491
2022	2,730
2023	2,388
2024	2,211
2025	2,028
Thereafter	3,211
	$	14,059

Accrued Expenses

6 Months Ended

Jun. 30, 2021

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses

Accrued expenses consisted of:


	As of
(in thousands)	June 30, 2021		December 31, 2020
Accrued payroll and related expenses	$	2,879	$	6,686
Accrued operating expenses	2,904		1,545
Other accrued expenses	1,689		975
Total accrued expenses	$	7,472	$	9,206

Long-term Debt

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Long-term Debt

Long-term debt

On September 23, 2020, the Company entered into new senior secured credit facilities (“2020 Credit Facilities”) with a syndicate of banks and financial institutions, consisting 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”). Proceeds from the $210.0 million term loan were used to (i) repay the 2019 Term Loan Facilities in full, (ii) pay $105.8 million in cash distributions to QLH Class A Unit Holders and certain QLH Class B Unit Holders, and (iii) pay related transaction expenses.

Long-term debt consisted of the following:


	As of
(in thousands)	June 30, 2021		December 31, 2020
2020 Term Loan	$	186,375	$	186,375
Debt issuance costs	(3,031)		(3,707)
	$	183,344	$	182,668
Less: current portion	—		—
Total long-term debt	$	183,344	$	182,668

As of June 30, 2021 and December 31, 2020, the Company had no outstanding amount drawn on the 2020 Revolving Credit Facility.

The expected future principal payments for all borrowings as of June 30, 2021 were as follows:


(in thousands)	Contractual maturity

2021–Remaining Period	$	—
2022	—
2023	186,375
	$	186,375
Unamortized debt issuance costs	(3,031)
Total long-term debt	$	183,344

The Company incurred interest expense of $2.2 million and $1.5 million during the three months ended June 30, 2021 and 2020, respectively and $4.5 million and $3.3 million during the six months ended June 30, 2021 and 2020, respectively. Interest expense included amortization of debt issuance costs of $0.3 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively and $0.7 million and $0.2 million for the six months ended June 30, 2021 and 2020, respectively. Accrued interest was $1.9 million and $0.7 million as of June 30, 2021 and December 31, 2020, respectively.

The carrying amount of the long-term debt under 2020 Credit Facilities approximates the fair values thereof as the borrowings have a variable interest rate structure with no prepayment penalties and are classified within the Level 2 hierarchy.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and contingencies

Operating leases

The Company is obligated under certain non-cancellable operating leases of 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 as of June 30, 2021 and December 31, 2020. Total rental expense amounted to $0.2 million for the three months ended June 30, 2021 and 2020, and $0.4 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively and is recorded in operating expenses in the consolidated statements of operations.

Future minimum lease payments under the non-cancellable leases as of June 30, 2021 were as follows:


(in thousands)	Rent payments

2021–Remaining Period	$	401
2022	936
2023	904
2024	908
2025	936
Thereafter	874
Total	$	4,959

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 June 30, 2021 and December 31, 2020, the Company did not have any contingency reserves established for any litigation liabilities.

Equity-based Compensation

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Equity-based Compensation

Equity-based compensation

The Company’s equity-based compensation plans are fully described in Part II, Item 8 "Financial Statements and Supplementary Data—Note 10 to the Consolidated Financial Statements—Equity-based compensation plans" in the 2020 Annual Report on Form 10-K.

A summary of equity-based compensation cost recognized for equity based awards outstanding during the three and six months ended June 30, 2021 and 2020 is as follows:


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
QLH Class B units	—		$	681	—		$	1,947
QLH restricted Class B-1 units	140		—		265		—
Restricted Class A shares	285		—		552		—
Restricted stock units	11,096		—		21,306		—
Total equity-based compensation	$	11,521	$	681	$	22,123	$	1,947

Equity-based compensation cost is allocated to the following expense categories in the consolidated statements of operations during the three and six months ended June 30, 2021 and 2020:


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Cost of revenue	$	442	$	18	$	842	$	40
Sales and marketing	1,981		79		3,683		155
Product development	1,665		315		2,997		629
General and administrative	7,433		269		14,601		1,123
Total equity-based compensation	$	11,521	$	681	$	22,123	$	1,947

As of June 30, 2021, unrecognized compensation cost related to the QLH restricted Class B-1 units, Restricted Class A shares, and Restricted stock units was $1.1 million, $2.6 million, and $104.8 million, respectively, and will be recognized over weighted-average periods of 2.46 years, 2.67 years, and 2.56 years, respectively.

Income Taxes

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income taxes

MediaAlpha, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from QLH based upon MediaAlpha, Inc.’s economic interest held in QLH. QLH is treated as a pass-through partnership for income tax reporting purposes and is not subject to federal income tax. Instead, QLH’s taxable income or loss is passed through to its members, including MediaAlpha, Inc. Accordingly, the Company is not liable for income taxes on the portion of QLH’s earnings not allocated to it. MediaAlpha, Inc. files and pays corporate income taxes for U.S. federal and state income tax purposes and its corporate subsidiary, Skytiger Studio, Ltd., is subject to taxation in Taiwan. The Company expects this structure to remain in existence for the foreseeable future.

The Company estimates the annual effective tax rate for the full year to be applied to actual year-to-date income (loss) and adds the tax effects of any discrete items in the reporting period in which they occur. The Company’s effective income tax rate was 25.3% and 71.9% for the three and six months ended June 30, 2021, respectively. The Company’s effective income tax rate was 0.0% for the three and six months ended June 30, 2020.

The following table summarizes the Company's income tax expense (benefit):


	Three months ended June 30,						Six Months Ended June 30,
(in thousands, except percentages)	2021			2020			2021			2020
(Loss) income before income taxes	$	(493)		$	—		$	(680)		$	—
Income tax (benefit)	$	(125)		$	—		$	(489)		$	—
Effective Tax Rate	25.3		%	0.0		%	71.9		%	0.0		%

The Company's effective tax rate of 25.3% and 71.9% for the three and six months ended June 30, 2021 differed from the U.S. federal statutory rate of 21%, due primarily to nondeductible equity-based compensation, state taxes, income associated with non-controlling interests not taxable to the Company, nondeductible transaction costs associated with the Secondary Offering, and the impact of tax benefits associated with equity-based awards. The results for the three and six months ended June 30, 2020 do not reflect any income tax expense because, prior to the Reorganization Transactions, the consolidated QLH pass through entity was not subject to corporate income tax.

There were no material changes to the Company’s unrecognized tax benefits during the three and six months ended June 30, 2021, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year.

During the three and six months ended June 30, 2021, holders of Class B-1 units exchanged 37,248 and 4,495,044, Class B-1 units respectively, together with an equal number of shares of Class B common stock for shares of Class A common stock on a one-for-one basis (“Exchange”). The Company recognized a deferred tax asset of $47.2 million associated with the basis difference in its investment in QLH upon the Exchange. As of June 30, 2021, the total deferred tax asset related to the basis difference in the Company's investment in QLH was $72.1 million. The Company also recognized $12.5 million of deferred tax assets related to additional tax basis increases generated from expected future payments under the Tax Receivable Agreement (“TRA”) and expected future deductions for imputed interest on such payments.

The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of June 30, 2021 there were no changes to the Company's valuation allowance.

Tax Receivable Agreement

In connection with the Reorganization Transactions and the IPO, the Company entered into the TRA, with Insignia, Senior Executives, and White Mountains. The Company expects to obtain an increase in its share of the tax basis in the net assets of QLH as Class B-1 units are exchanged for shares of Class A common stock (or, at the Company's election, redeemed for cash of an equivalent value). The Company intends to treat any redemptions and exchanges of Class B-1 units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that it would otherwise pay in the future to various tax authorities.

The Exchange resulted in an increase in the tax basis of the Company's investment in QLH subject to the provisions of the TRA. The Company recognized an additional liability in the amount of $53.5 million for the TRA related payments, representing 85% of the aggregate tax benefits it expects to realize from the increases in tax basis related to the redemption of Class B-1 units, after concluding it was probable that such TRA payments would be paid based on management's estimates of future taxable income. No payments were made pursuant to the TRA during the six months ended June 30, 2021. As of June 30, 2021, the total amount of payments expected to be paid under the TRA, was $75.9 million, of which $0.1 million was included in accrued expenses on the Company's consolidated balance sheet.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Earnings Per Share

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Earning Per Share

Earnings Per Share


(in thousands except share data and per share amount)	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Basic
Net loss	$	(368)	$	(191)
Less: net (loss) attributable to non-controlling interest	(171)		(288)
Net (loss) income available for basic common shares	$	(197)	$	97
Weighted-average shares of Class A common stock outstanding - basic and diluted	37,667,432		35,414,548
Net (loss) income per share of Class A common stock - basic and diluted (a)	$	(0.01)	$	0.00

The Company’s potentially dilutive securities were not included in the calculation of diluted loss per share for the three and six months ended June 30, 2021 as the effect would be anti-dilutive. The following table summarizes the share and unit totals with a potentially dilutive impact:


			As of
			June 30, 2021
QLH Class B / B-1 Units (Replacement awards)			21,076,952
Restricted Class A Shares			789,999
Restricted stock units			4,850,011

Potential dilutive shares			26,716,962

(a)Earnings per share is presented for the period subsequent to the Reorganization Transactions and IPO. Prior to it, the QLH's membership structure consisted of Class A Units and B Units. MediaAlpha, Inc.’s current capital structure is not reflective of the capital structure of QLH prior to the Reorganization Transactions. Therefore, earnings per share have not been presented for periods prior to the completion of the Reorganization Transactions and IPO.

Non-Controlling Interest	6 Months Ended
Non-Controlling Interest	Jun. 30, 2021
Noncontrolling Interest [Abstract]
Non-Controlling Interest	Non-Controlling Interest In accordance with the QLH’s limited liability company agreement, the Company allocates the share of net income (loss) to the holders of non-controlling interests pro-rata to their holdings at a point in time. The non-controlling interests balance represents the holders of Class B-1 units. Changes in MediaAlpha, Inc.'s ownership interest in QLH are accounted for as equity transactions. During the six months ended June 30, 2021, holders of Class B-1 units exchanged 4,495,044 Class B-1 units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis. As of June 30, 2021 and December 31, 2020, the holders of Class B-1 units owned 34.8% and 42.9%, respectively, of the outstanding units of QLH, with the remaining 65.2% and 57.1%, respectively, being owned by MediaAlpha, Inc.

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent eventsOn July 29, 2021, the Company entered into an amendment (the "First Amendment") to the 2020 Credit Agreement dated as of September 23, 2020, among the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended by the First Amendment, the “Amended Credit Agreement”). The Amended Credit Agreement provides for a new senior secured term loan facility in an aggregate principal amount of $190.0 million, the proceeds of which were used to refinance all $186.4 million of the existing term loans outstanding and the unpaid interest thereof as of the date of the First Amendment, fees related to these transactions, and to provide cash for general corporate purposes, and a new senior secured revolving credit facility with commitments in an aggregate amount of $50.0 million, which replaced the existing revolving credit facility under the 2020 Credit Agreement. Borrowings under the Amended Credit Agreement will bear interest at a rate equal to, at the option of the Company, the London interbank offered rate plus an applicable margin, with a floor of 0.00%, or a base rate plus an applicable margin. The applicable margins will be based on the Borrower’s consolidated total net leverage ratio as calculated under the terms of the Amended Credit Agreement (the “Leverage Ratio”) for the prior fiscal quarter and range from 2.00% to 2.75% with respect to the London interbank offered rate and from 1.00% to 1.75% with respect to the base rate. Loans under the term loan facility and the revolving credit facility will mature on July 29, 2026.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of the Company as of and for the periods presented have been included. The December 31, 2020 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2020 Annual Report on Form 10-K.
Impact of COVID-19	Impact of COVID-19 The COVID-19 pandemic continues to impact the United States and many countries around the world as new strains of the virus are found. 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 management is unable to estimate the full impact currently. The Company's Travel vertical has experienced a decline in revenue when compared with pre-COVID-19 levels, and although management does not believe the situation will materially impact the Company's liquidity or capital position, management does not expect revenue from the travel vertical to recover fully in the foreseeable future. The Company continues to monitor the potential impact of the COVID-19 pandemic on its business, results of operations and financial condition. 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 management is not aware of any specific related event or circumstance that would require the Company to revise the estimates reflected in these 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.
Accounts receivable	Accounts receivable The Company estimates expected credit losses based on collection history and management’s assessment of the current economic trends, business environment, customers’ financial condition, accounts receivable aging and any customer disputes that may impact the level of future credit losses. Accounts receivable are net of allowances for credit losses of $0.7 million and $0.4 million as of June 30, 2021 and December 31, 2020, 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 the institutions with which the Company maintains its deposits. The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their 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 receivable, and recording allowances for credit losses. Customer concentrations consisted of two customers that accounted for approximately $45 million, or 28%, and $95 million, or 29%, of revenue for three and six months ended June 30, 2021, respectively and one customer that accounted for approximately $34 million, or 28%, and $56 million, or 23%, of revenue for three and six months ended June 30, 2020, respectively. The Company's two largest customers accounted for approximately, $22 million, or 29%, and $33 million, or 35%, of its accounts receivables as of June 30, 2021 and December 31, 2020, respectively. The Company’s accounts payable can expose the Company to business risks such as supplier concentrations. For the three and six months ended June 30, 2021, the Company had no supplier that accounted for more than 10% of total purchases, and for the three and six months ended June 30, 2020, the Company had two suppliers that accounted for approximately $23 million, or 23%, and $47 million, or 21%, of total purchases, respectively. The Company had one large supplier that accounted for approximately $7 million, or 16%, of total accounts payable as of June 30, 2021 and two large suppliers that accounted for approximately $25 million, or 25%, of total accounts payable as of December 31, 2020.
New Accounting Pronouncements	New Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act, or the JOBS Act, allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable with the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. As of June 30, 2021, the Company determined that as of December 31, 2021 it will become a large accelerated filer under Rule 12b-2 of the Securities Exchange Act of 1934, as amended ("the Exchange Act") and will no longer be classified as an emerging growth company. Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326), which changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. This update replaces the existing incurred loss impairment model with an expected loss model (referred to as the Current Expected Credit Loss model, or "CECL"). The Company early adopted ASU 2016-13 and its related amendments, as applicable, on January 1, 2021. The adoption of this new accounting guidance did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The ASU aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40. Costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post implementation stages are expensed as the activities are performed. ASU 2018-15 is effective annual reporting periods beginning after December 15, 2020 and the interim periods within annual periods beginning after December 15, 2021, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company adopted this ASU using prospective transition as of January 1, 2021. The adoption of the new accounting guidance did not have a material impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 for public companies and for fiscal years beginning after December 15, 2021 for all other entities and early adoption is permitted. The Company early adopted this ASU on January 1, 2021 and the adoption did not have a material impact on the Company's consolidated financial statements. Recently issued not yet adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-2, Leases (ASC 842) (“ASU 2016-2”), 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 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. ASU 2016-2 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. 2020-5 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. For public business entities the new guidance was effective for fiscal years beginning after December 15, 2018. The Company will adopt this accounting guidance with its annual reporting for fiscal year ending December 31, 2021 as it will be designated a large accelerated filer as of that date. The Company is currently evaluating the impact of the adoption of the new accounting guidance on its consolidated financial statements. In March 2020 and January 2021, the FASB issued ASU No. 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU 2021-1, Reference Rate Reform (Topic 848): Scope, respectively. ASU 2020-4 and ASU 2021-1 provide optional expedients and exceptions for applying U.S. GAAP, to contracts and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-4 and ASU 2021-1 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-4 and ASU 2021-1 on its consolidated financial statements.

Disaggregation of Revenue (Tables)

6 Months Ended

Jun. 30, 2021

Disaggregation of Revenue [Abstract]

Summary of Disaggregation of Revenue

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


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Revenue
Open platform transactions	$	152,522	$	120,962	$	321,870	$	237,984
Private platform transactions	4,831		2,654		9,071		5,077
Total	$	157,353	$	123,616	$	330,941	$	243,061

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


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Revenue
Property & casualty insurance	$	109,337	$	88,617	$	234,878	$	160,690
Health insurance	33,688		26,204		69,584		54,077
Life insurance	7,479		7,320		15,432		16,873
Other (1)	6,849		1,475		11,047		11,421
Total	$	157,353	$	123,616	$	330,941	$	243,061

(1)Other verticals include Travel, Education and Consumer Finance.

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

Property and equipment consisted of the following:


	As of
(in thousands)	June 30, 2021		December 31, 2020
Leasehold improvements	$	1,254	$	918
Furniture and fixtures	364		318
Computers	449		360
Property and equipment, gross	2,067		1,596
Less: Accumulated depreciation	(1,007)		(834)
Property and equipment, net	$	1,060	$	762

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill and Intangible Assets

Goodwill and intangible assets consisted of:


	As of
	June 30, 2021							December 31, 2020
(in thousands)	Useful life (months)	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Customer relationships	120	$	25,040	$	(11,373)	$	13,667	$	25,040	$	(10,016)	$	15,024
Non-compete agreements	60	303		(240)		63		303		(211)		92
Domain names	60	1,224		(895)		329		1,224		(789)		435
Intangible assets		$	26,567	$	(12,508)	$	14,059	$	26,567	$	(11,016)	$	15,551
Goodwill	Indefinite	$	18,402	—		$	18,402	$	18,402	—		$	18,402

Summary of Change in Goodwill and Intangible Assets

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


	As of
	June 30, 2021				December 31, 2020
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance	$	18,402	$	15,551	$	18,402	$	18,752
Additions to goodwill and intangible assets	—		—		—		—
Amortization	—		(1,492)		—		(3,201)
Ending balance	$	18,402	$	14,059	$	18,402	$	15,551

Summary of Future Amortization Expense on Identifiable Intangible Assets

As of June 30, 2021, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows:


(in thousands)	Amortization expense
2021–Remaining Period	$	1,491
2022	2,730
2023	2,388
2024	2,211
2025	2,028
Thereafter	3,211
	$	14,059

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2021

Payables and Accruals [Abstract]

Summary of Accrued Expenses

Accrued expenses consisted of:


	As of
(in thousands)	June 30, 2021		December 31, 2020
Accrued payroll and related expenses	$	2,879	$	6,686
Accrued operating expenses	2,904		1,545
Other accrued expenses	1,689		975
Total accrued expenses	$	7,472	$	9,206

Long-term Debt (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:


	As of
(in thousands)	June 30, 2021		December 31, 2020
2020 Term Loan	$	186,375	$	186,375
Debt issuance costs	(3,031)		(3,707)
	$	183,344	$	182,668
Less: current portion	—		—
Total long-term debt	$	183,344	$	182,668

Schedule of Expected Future Principal Payments for Borrowings

The expected future principal payments for all borrowings as of June 30, 2021 were as follows:


(in thousands)	Contractual maturity

2021–Remaining Period	$	—
2022	—
2023	186,375
	$	186,375
Unamortized debt issuance costs	(3,031)
Total long-term debt	$	183,344

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

Future minimum lease payments under the non-cancellable leases as of June 30, 2021 were as follows:


(in thousands)	Rent payments

2021–Remaining Period	$	401
2022	936
2023	904
2024	908
2025	936
Thereafter	874
Total	$	4,959

Equity-based Compensation (Tables)

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Summary of Equity-based Compensation Cost Recognized

A summary of equity-based compensation cost recognized for equity based awards outstanding during the three and six months ended June 30, 2021 and 2020 is as follows:


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
QLH Class B units	—		$	681	—		$	1,947
QLH restricted Class B-1 units	140		—		265		—
Restricted Class A shares	285		—		552		—
Restricted stock units	11,096		—		21,306		—
Total equity-based compensation	$	11,521	$	681	$	22,123	$	1,947

Schedule of Equity-based Compensation Expense

Equity-based compensation cost is allocated to the following expense categories in the consolidated statements of operations during the three and six months ended June 30, 2021 and 2020:


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Cost of revenue	$	442	$	18	$	842	$	40
Sales and marketing	1,981		79		3,683		155
Product development	1,665		315		2,997		629
General and administrative	7,433		269		14,601		1,123
Total equity-based compensation	$	11,521	$	681	$	22,123	$	1,947

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

Summary of Our Income Tax Expense (Benefit)

The following table summarizes the Company's income tax expense (benefit):


	Three months ended June 30,						Six Months Ended June 30,
(in thousands, except percentages)	2021			2020			2021			2020
(Loss) income before income taxes	$	(493)		$	—		$	(680)		$	—
Income tax (benefit)	$	(125)		$	—		$	(489)		$	—
Effective Tax Rate	25.3		%	0.0		%	71.9		%	0.0		%

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Summary of Calculation of Basic and Diluted Net Loss Per Share


(in thousands except share data and per share amount)	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Basic
Net loss	$	(368)	$	(191)
Less: net (loss) attributable to non-controlling interest	(171)		(288)
Net (loss) income available for basic common shares	$	(197)	$	97
Weighted-average shares of Class A common stock outstanding - basic and diluted	37,667,432		35,414,548
Net (loss) income per share of Class A common stock - basic and diluted (a)	$	(0.01)	$	0.00

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


			As of
			June 30, 2021
QLH Class B / B-1 Units (Replacement awards)			21,076,952
Restricted Class A Shares			789,999
Restricted stock units			4,850,011

Potential dilutive shares			26,716,962

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Significant Accounting Policies [Line Items]
Accounts receivable, allowance for credit losses	$ 674		$ 674		$ 438
Revenue	157,353	$ 123,616	330,941	$ 243,061
Accounts receivable	74,285		74,285		96,295
Total purchases	132,304	104,193	279,483	204,862
Accounts payable	46,306		46,306		$ 98,249
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Top Two Customers
Significant Accounting Policies [Line Items]
Revenue	$ 45,000		$ 95,000
Concentration risk percentage	28.00%		29.00%
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Top One Customer
Significant Accounting Policies [Line Items]
Revenue		$ 34,000		$ 56,000
Concentration risk percentage		28.00%		23.00%
Customer Concentration Risk \| Accounts Receivable \| Top Two Customers
Significant Accounting Policies [Line Items]
Concentration risk percentage			29.00%		35.00%
Accounts receivable	$ 22,000		$ 22,000		$ 33,000
Supplier Concentration Risk \| Purchases \| Top Two Suppliers
Significant Accounting Policies [Line Items]
Concentration risk percentage		23.00%		21.00%
Total purchases		$ 23,000		$ 47,000
Supplier Concentration Risk \| Accounts Payable Benchmark \| Top Two Suppliers
Significant Accounting Policies [Line Items]
Concentration risk percentage					25.00%
Accounts payable					$ 25,000
Supplier Concentration Risk \| Accounts Payable Benchmark \| Top One Supplier
Significant Accounting Policies [Line Items]
Concentration risk percentage			16.00%
Accounts payable	$ 7,000		$ 7,000

Disaggregation of Revenue - Summary of Disaggregation of Revenue by Transaction Model (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 157,353	$ 123,616	$ 330,941	$ 243,061
Open platform transactions
Disaggregation of Revenue [Line Items]
Revenue	152,522	120,962	321,870	237,984
Private platform transactions
Disaggregation of Revenue [Line Items]
Revenue	$ 4,831	$ 2,654	$ 9,071	$ 5,077

- 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.

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-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&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) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 157,353	$ 123,616	$ 330,941	$ 243,061
Property & casualty insurance
Disaggregation of Revenue [Line Items]
Revenue	109,337	88,617	234,878	160,690
Health insurance
Disaggregation of Revenue [Line Items]
Revenue	33,688	26,204	69,584	54,077
Life insurance
Disaggregation of Revenue [Line Items]
Revenue	7,479	7,320	15,432	16,873
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 6,849	$ 1,475	$ 11,047	$ 11,421

- Definition

+ References

+ Details

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,067	$ 1,596
Less: Accumulated depreciation	(1,007)	(834)
Property and equipment, net	1,060	762
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,254	918
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	364	318
Computers
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 449	$ 360

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.1	$ 0.1	$ 0.2	$ 0.1

Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	$ 26,567	$ 26,567
Accumulated amortization	(12,508)	(11,016)
Net carrying amount	14,059	15,551	$ 18,752
Goodwill	$ 18,402	18,402	$ 18,402
Customer relationships
Goodwill And Intangible Assets [Line Items]
Useful life (months)	120 months
Gross carrying amount	$ 25,040	25,040
Accumulated amortization	(11,373)	(10,016)
Net carrying amount	$ 13,667	15,024
Non-compete agreements
Goodwill And Intangible Assets [Line Items]
Useful life (months)	60 months
Gross carrying amount	$ 303	303
Accumulated amortization	(240)	(211)
Net carrying amount	$ 63	92
Domain names
Goodwill And Intangible Assets [Line Items]
Useful life (months)	60 months
Gross carrying amount	$ 1,224	1,224
Accumulated amortization	(895)	(789)
Net carrying amount	$ 329	$ 435

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 700,000	$ 800,000	$ 1,492,000	$ 1,603,000	$ 3,201,000
Accumulated impairment of goodwill	$ 0		$ 0

Goodwill and Intangible Assets - Summary of Change in Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Goodwill
Beginning balance			$ 18,402	$ 18,402	$ 18,402
Additions to goodwill			0		0
Ending balance	$ 18,402		18,402		18,402
Intangible assets
Beginning balance			15,551	18,752	18,752
Additions to intangible assets			0		0
Amortization	(700)	$ (800)	(1,492)	$ (1,603)	(3,201)
Ending balance	$ 14,059		$ 14,059		$ 15,551

Goodwill and Intangible Assets - Summary of Future Amortization Expense on Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
2021- Remaining Period	$ 1,491
2022	2,730
2023	2,388
2024	2,211
2025	2,028
Thereafter	3,211
Net carrying amount	$ 14,059	$ 15,551	$ 18,752

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued payroll and related expenses	$ 2,879	$ 6,686
Accrued operating expenses	2,904	1,545
Other accrued expenses	1,689	975
Total accrued expenses	$ 7,472	$ 9,206

Long-term Debt - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended
	Sep. 23, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Debt Instrument [Line Items]
Cash distribution to QLH class A Unit holders and certain QLH class B unit holders	$ 105,800,000
Interest expense		$ 2,200,000	$ 1,500,000	$ 4,500,000	$ 3,300,000
Amortization of deferred debt issuance costs		300,000	$ 100,000	694,000	$ 226,000
Accrued interest		1,900,000		1,900,000		$ 700,000
2020 Revolving Credit Facility
Debt Instrument [Line Items]
Revolving line of credit	5,000,000.0
Outstanding amount drawn under revolving credit facility		$ 0		$ 0		$ 0
2020 Term Loan Facility
Debt Instrument [Line Items]
Initial principal amount of term loan	210,000,000.0
Proceeds from term loan	$ 210,000,000.0

Long-term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Debt issuance costs	$ (3,031)	$ (3,707)
Total long-term debt	183,344	182,668
Less: current portion	0	0
Long-term debt	183,344	182,668
2020 Term Loan
Debt Instrument [Line Items]
Initial principal amount of term loan	$ 186,375	$ 186,375

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Long-term Debt - Schedule of Expected Future Principal Payments for Borrowings (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Long-term Debt, Fiscal Year Maturity [Abstract]
2021–Remaining Period	$ 0
2022	0
2023	186,375
Debt and issuance costs	186,375
Unamortized debt issuance costs	(3,031)	$ (3,707)
Long term debt	$ 183,344	$ 182,668

- Definition

+ References + Details

Commitments and Contingencies - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Deferred rent liability	$ 400,000		$ 400,000		$ 400,000
Rental expense	200,000	$ 200,000	400,000	$ 300,000
Contingency reserves for litigation liabilities	$ 0		$ 0		$ 0

Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Non-cancellable Leases (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2021-Remaining Period	$ 401
2022	936
2023	904
2024	908
2025	936
Thereafter	874
Total	$ 4,959

Equity-based Compensation - Summary of Equity-based Compensation Cost Recognized (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 11,521	$ 681	$ 22,123	$ 1,947
QLH Class B units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	0	681	0	1,947
QLH restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	140	0	265	0
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	285	0	552	0
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 11,096	$ 0	$ 21,306	$ 0

Equity-based Compensation - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 11,521	$ 681	$ 22,123	$ 1,947
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	442	18	842	40
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	1,981	79	3,683	155
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	1,665	315	2,997	629
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 7,433	$ 269	$ 14,601	$ 1,123

Equity-based Compensation - Additional Information (Details) $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($)
QLH restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 1.1
Weighted average period of recognition	2 years 5 months 15 days
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 2.6
Weighted average period of recognition	2 years 8 months 1 day
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 104.8
Weighted average period of recognition	2 years 6 months 21 days

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Mar. 23, 2021	Dec. 31, 2020
Income Tax Disclosure [Line Items]
Effective income tax rate	25.30%	0.00%	71.90%	0.00%
Statutory federal tax rate			21.00%
Conversion of stock (in shares)	37,248		4,495,044
Deferred tax assets related to additional tax basis increases generated from expected future payments under TR	$ 12,500		$ 12,500
Liabilities under tax receivable agreement, net of current portion	75,757		75,757			$ 22,498
Tax Receivables Agreement
Income Tax Disclosure [Line Items]
Increase in liabilities under tax receivable agreement			$ 53,500
Percentage of additional liability of the aggregate tax benefits			85.00%
Liabilities under tax receivable agreement, net of current portion	75,900		$ 75,900
Tax Receivables Agreement \| Accrued Expenses
Income Tax Disclosure [Line Items]
Liabilities under tax receivable agreement, net of current portion	100		100
QLH
Income Tax Disclosure [Line Items]
Deferred tax assets	$ 72,100		$ 72,100		$ 47,200

Income Taxes - Summary of Our Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
(Loss) income before income taxes	$ (493)	$ 0	$ (680)	$ 0
Income tax (benefit)	$ (125)	$ 0	$ (489)	$ 0
Effective Tax Rate	25.30%	0.00%	71.90%	0.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Earnings Per Share - Summary of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Basic
Net (loss) income	$ (368)	$ 177	$ 10,146	$ (191)	$ 18,981
Less: net (loss) attributable to non-controlling interest	(171)		$ 0	(288)	$ 0
Net (loss) income available for basic common shares	(197)			97
Net (loss) income available for basic common shares	$ (197)			$ 97
Weighted-average shares of Class A common stock outstanding - Basic (in shares)	37,667,432		0	35,414,548	0
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	37,667,432		0	35,414,548	0
Net income per share of Class A common stock - Basic (in dollars per share)	$ (0.01)		$ 0	$ 0.00	$ 0
Net income per share of Class A common stock - Diluted (in dollars per share)	$ (0.01)		$ 0	$ 0.00	$ 0
Class A Common
Basic
Weighted-average shares of Class A common stock outstanding - Basic (in shares)	37,667,432			35,414,548
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	37,667,432			35,414,548
Net income per share of Class A common stock - Basic (in dollars per share)	$ (0.01)			$ 0.00
Net income per share of Class A common stock - Diluted (in dollars per share)	$ (0.01)			$ 0.00

Earnings Per Share- Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details)	6 Months Ended
	Jun. 30, 2021 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	26,716,962
QLH Class B / B-1 Units (Replacement awards)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	21,076,952
Restricted Class A shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	789,999
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	4,850,011

Non-Controlling Interest - Additional Information (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Conversion of stock (in shares)	37,248	4,495,044
QLH
Noncontrolling Interest [Line Items]
Non-controlling interests owned	65.20%	65.20%	57.10%
QLH \| QLH Class B-1 Unitholders
Noncontrolling Interest [Line Items]
Remaining non-controlling interests owned	34.80%	34.80%	42.90%

Subsequent Events (Details) - USD ($) $ in Thousands	Jul. 29, 2021	Jun. 30, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Long term debt		$ 183,344	$ 182,668
2020 Term Loan Facility \| Subsequent Event
Subsequent Event [Line Items]
Long term debt	$ 186,400
2020 Credit Agreement, First Amendment \| Subsequent Event \| London Interbank Offered Rate (LIBOR)
Subsequent Event [Line Items]
Basis spread on variable rate	0.00%
2020 Credit Agreement, First Amendment \| Subsequent Event \| Minimum \| London Interbank Offered Rate (LIBOR)
Subsequent Event [Line Items]
Basis spread on variable rate	2.00%
2020 Credit Agreement, First Amendment \| Subsequent Event \| Minimum \| Base Rate
Subsequent Event [Line Items]
Basis spread on variable rate	1.00%
2020 Credit Agreement, First Amendment \| Subsequent Event \| Maximum \| London Interbank Offered Rate (LIBOR)
Subsequent Event [Line Items]
Basis spread on variable rate	2.75%
2020 Credit Agreement, First Amendment \| Subsequent Event \| Maximum \| Base Rate
Subsequent Event [Line Items]
Basis spread on variable rate	1.75%
Term Loan \| 2020 Credit Agreement, First Amendment \| Subsequent Event
Subsequent Event [Line Items]
Borrowing capacity	$ 190,000
Revolving Credit Facility \| 2020 Credit Agreement, First Amendment \| Subsequent Event
Subsequent Event [Line Items]
Borrowing capacity	$ 50,000