0001818383-22-000023 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 50,564	$ 23,554
Accounts receivable, net of allowance for credit losses of $609 and $438, respectively	76,094	96,295
Prepaid expenses and other current assets	10,448	7,950
Total current assets	137,106	127,799
Intangible assets, net	12,567	15,551
Goodwill	18,402	18,402
Deferred tax assets	102,656	31,613
Other assets	19,073	16,972
Total assets	289,804	210,337
Current liabilities
Accounts payable	61,770	98,249
Accrued expenses	13,716	9,206
Current portion of long-term debt	8,730	0
Total current liabilities	84,216	107,455
Long-term debt, net of current portion	178,069	182,668
Liabilities under tax receivables agreement, net of current portion	85,027	22,498
Other long-term liabilities	4,058	2,834
Total liabilities	351,370	315,455
Commitments and contingencies (Note 7)
Stockholders' (deficit):
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of December 31, 2021 and December 31, 2020	0	0
Additional paid-in capital	419,533	384,611
Accumulated deficit	(424,476)	(418,973)
Total stockholders' (deficit) attributable to MediaAlpha, Inc.	(4,337)	(33,773)
Non-controlling interests	(57,229)	(71,345)
Total stockholders' (deficit)	(61,566)	(105,118)
Total liabilities and stockholders' deficit	289,804	210,337
Class A Common
Stockholders' (deficit):
Common stock	410	334
Class B Common
Stockholders' (deficit):
Common stock	$ 196	$ 255

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Allowance for credit losses	$ 609	$ 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	1,000,000,000
Common stock, issued (in shares)	41,000,000	33,400,000
Common stock, outstanding (in shares)	41,000,000	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)	19,600,000	25,500,000
Common stock, outstanding (in shares)	19,600,000	25,500,000

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue	$ 645,274	$ 584,814	$ 408,005
Costs and operating expenses
Cost of revenue	543,750	499,434	342,909
Sales and marketing	22,823	20,483	13,822
Product development	15,195	12,449	7,042
General and administrative	61,357	32,913	19,391
Total costs and operating expenses	643,125	565,279	383,164
Income from operations	2,149	19,535	24,841
Other expense, net	3,841	2,302	0
Interest expense	7,830	7,938	7,021
Total other expense, net	11,671	10,240	7,021
(Loss) income before income taxes	(9,522)	9,295	17,820
Income tax (benefit)	(1,047)	(1,267)	0
Net (loss) income	(8,475)	10,562	17,820
Net (loss) attributable to non-controlling interest	(3,200)	(4,238)
Net (loss) attributable to MediaAlpha, Inc.	$ (5,275)	$ (4,366)
Net (loss) per share of Class A common stock
Net (loss) per share of Class A common stock - basic (in dollars per share)	$ (0.14)	$ (0.14)
Net (loss) per share of Class A common stock - diluted (in dollars per share)	$ (0.19)	$ (0.14)
Weighted average shares of Class A common stock outstanding
Weighted average shares of Class A common stock outstanding - basic (in shares)	37,280,533	32,134,170
Weighted average shares of Class A common stock outstanding - diluted (in shares)	61,255,925	32,134,170
QL Holdings LLC
Costs and operating expenses
Net (loss) income	$ 0	$ 19,166	$ 17,820

Consolidated Statements of Redeemable Class A units, Members' Equity (Deficit), and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Members’ Equity (Deficit) Amount	Additional Paid-In Capital Amount	Accumulated Deficit Amount	Non- Controlling Interest Amount	Redeemable Class A	Class A common stock Common Stock	Class B common stock Common Stock
Beginning balance (in shares) at Dec. 31, 2018						0
Beginning balance at Dec. 31, 2018						$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Class A units (in shares)						284,211
Issuance of Class A units						$ 62,806
Remeasurement of redeemable Class A units	$ (11,291)			$ (11,291)		$ 11,291
Ending balance (in shares) at Dec. 31, 2019						284,211
Ending balance at Dec. 31, 2019						$ 74,097
Beginning balance at Dec. 31, 2018	40,480	$ 75,953	$ 0	(35,473)	$ 0		$ 0	$ 0
Beginning balance (in shares) at Dec. 31, 2018							0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class A units repurchased	(62,806)			(62,806)
Remeasurement of redeemable Class A units	11,291			11,291		(11,291)
Class B units repurchased	(5,753)			(5,753)
Equity-based compensation	3,594	3,594
Distributions to QLH’s members	(95,640)			(95,640)
Net income (loss)	17,820			17,820
Ending balance at Dec. 31, 2019	(113,596)	79,547	0	(193,143)	0		$ 0	$ 0
Ending balance (in shares) at Dec. 31, 2019							0	0
Increase (Decrease) in Temporary Equity [Roll Forward]
Remeasurement of redeemable Class A units	(106,969)			(106,969)		$ 106,969
Effect of reorganization transactions (in shares)						(284,211)	26,141,535	30,308,492
Effect of Reorganization transactions	206,015	(85,118)	370,304		(79,735)	$ (181,066)	$ 261	$ 303
Ending balance (in shares) at Dec. 31, 2020						0
Ending balance at Dec. 31, 2020						$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of redeemable Class A units	106,969			106,969		(106,969)
Class B units repurchased	(2,244)			(2,244)
Equity-based compensation	5,571	5,571
Distributions to QLH’s members	(131,417)			(131,417)
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis	(16,354)		(16,354)
Vesting of restricted stock units (in shares)							230,047
Vesting of restricted stock units	0		(2)				$ 2
Net income before Reorganization Transactions	19,166			19,166
Effect of Reorganization transactions	206,015	(85,118)	370,304		(79,735)	$ (181,066)	$ 261	$ 303
Effect of reorganization transactions (in shares)						(284,211)	26,141,535	30,308,492
Issuance of Class A common stock, net of issuance costs (in shares)							7,027,606
Issuance of Class A common stock, net of issuance costs	111,952		111,881				$ 71
Repurchase of Class B common stock (in shares)								(4,772,449)
Repurchase of Class B common stock	(84,368)		(96,858)		12,538			$ (48)
Equity- based compensation	19,965		19,875		90
Forfeiture of equity awards (in shares)							(28,132)
Shares withheld on tax withholding on vesting of restricted stock units	(4,235)		(4,235)
Net (loss) after Reorganization Transactions	(8,604)			(4,366)	(4,238)
Net income (loss)	10,562
Ending balance at Dec. 31, 2020	(105,118)	0	384,611	(418,973)	(71,345)		$ 334	$ 255
Ending balance (in shares) at Dec. 31, 2020							33,371,056	25,536,043
Ending balance (in shares) at Dec. 31, 2021						0
Ending balance at Dec. 31, 2021						$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions to QLH’s members	(228)			(228)
Exchange of non-controlling interest for Class A common stock (in shares)							5,850,053	(5,850,053)
Exchange of non-controlling interest for Class A common stock	0		(16,701)		16,701		$ 58	$ (58)
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis	6,351		6,351
Vesting of restricted stock units (in shares)							1,827,225
Vesting of restricted stock units	0		(19)				$ 19
Equity- based compensation	45,714		45,173		541
Forfeiture of equity awards (in shares)							(78,382)	(64,075)
Forfeiture of equity awards	(1)		(183)		184		$ (1)	$ (1)
Shares withheld on tax withholding on vesting of restricted stock units	(3,382)		(3,382)
Tax impact of changes in investment in partnership	3,683		3,683
Distributions to non-controlling interests	(110)				(110)
Net income (loss)	(8,475)			(5,275)	(3,200)
Ending balance at Dec. 31, 2021	$ (61,566)	$ 0	$ 419,533	$ (424,476)	$ (57,229)		$ 410	$ 196
Ending balance (in shares) at Dec. 31, 2021							40,969,952	19,621,915

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from operating activities
Net (loss) income	$ (8,475)	$ 10,562	$ 17,820
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Non-cash equity-based compensation expense	45,713	24,745	2,308
Non-cash lease expense	594	0	0
Depreciation expense on property and equipment	369	289	272
Amortization of intangible assets	2,984	3,201	5,381
Amortization of deferred debt issuance costs	1,182	1,228	665
Loss on extinguishment of debt	0	1,998	0
Credit losses	143	526	354
Deferred taxes	919	(545)	0
Tax receivables agreement liability related adjustments	911	413	0
Changes in operating assets and liabilities:
Accounts receivable	20,058	(40,809)	(19,216)
Prepaid expenses and other current assets	(2,703)	(6,482)	(162)
Other assets	500	(4,375)	0
Accounts payable	(36,476)	57,793	13,441
Accrued expenses	2,902	2,866	1,280
Net cash provided by operating activities	28,621	51,410	22,143
Cash flows from investing activities
Purchases of property and equipment	(650)	(296)	(146)
Acquisition of intangible assets	0	0	(148)
Purchase of cost method investment	0	(10,000)	0
Net cash (used in) investing activities	(650)	(10,296)	(294)
Cash flows from financing activities
Proceeds from issuance of Class A common stock, net of underwriter commission	0	124,179	0
Issuance of long-term debt	190,000	210,000	100,000
Revolving line of credit	0	7,500	0
Member contributions	0	0	62,806
Repayments on revolving line of credit	0	(7,500)	0
Repayments on long-term debt	(186,375)	(123,648)	(15,073)
Debt issuance costs	(866)	(4,467)	(2,303)
Repurchase of Class B units at QLH up to fair value	0	(1,453)	(4,467)
IPO costs to third parties	0	(12,227)	0
Shares withheld for taxes on vesting of restricted stock units	(3,382)	(4,235)	0
Repurchase of Class B common stock	0	(84,320)	0
Redemption of Class A units	0	0	(62,806)
Distributions	(338)	(131,417)	(95,640)
Net cash (used in) financing activities	(961)	(27,588)	(17,483)
Net increase in cash and cash equivalents	27,010	13,526	4,366
Cash and cash equivalents, beginning of period	23,554	10,028	5,662
Cash and cash equivalents, end of period	50,564	23,554	10,028
Supplemental disclosures of cash flow information
Interest	5,600	6,040	6,399
Redemption of Class B units of QLH in excess of fair value	0	791	1,286
Income Taxes	307	0	0
Non-cash Investing and Financing Activities:
Establishment of liabilities under the tax receivables agreement in connection with the Reorganization Transactions	(61,834)	(22,085)	0
Establishment of tax indemnification receivable in connection with the Reorganization Transactions	1,196	(1,835)	0
Establishment of deferred tax assets in connection with the Reorganization Transactions	$ (68,185)	$ (31,068)	$ 0

Organization and Background	12 Months Ended
Organization and Background	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Background	Organization and Background Nature of business 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 in Los Angeles, California, with additional offices throughout the United States. Organization and Initial Public Offering MediaAlpha, Inc. was incorporated as a Delaware corporation on July 9, 2020 in contemplation of an initial public offering (“IPO”). Following a series of reorganization transactions, MediaAlpha, Inc. serves as the ultimate holding company, by and through its wholly owned subsidiary Guilford Holdings, Inc. (“Intermediate Holdco”), of QL Holdings LLC (“QLH”) and its subsidiaries. QLH was formed on March 7, 2014 as a Delaware limited liability company. On October 30, 2020, the Company completed its IPO and sold 7,027,606 shares of Class A Common Stock at a public offering price of $19.00 per share, which includes 769,104 shares sold in connection with the full exercise of the underwriter’s option to purchase additional shares. The Company received $124.2 million, net of underwriting discounts and commissions. In connection with the completion of the IPO, the Company completed a series of reorganization transactions (“Reorganization Transactions”) pursuant to a reorganization agreement by and among MediaAlpha, Inc., Intermediate Holdco, QLH, and certain other parties. The Reorganization Transactions included the following: •the amendment and restatement of the articles of incorporation and bylaws of Parent Company (the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws) pursuant to which the Company amended and restated its 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 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 Parent Company in exchange for 24,142,096 shares of Class A common stock of Parent Company; 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 shares of Class A common stock to the Legacy Profit Interests Holders. As a result, MediaAlpha, Inc., through Intermediate Holdco, is the sole managing member of QLH and consolidates the financial results of QLH and its subsidiaries and reports a non-controlling interest related to the portion of Class B-1 Units not owned by MediaAlpha, Inc. The Reorganization was considered a transaction between entities under common control. As a result, the financial statements for periods prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Exchange Agreement On October 27, 2020, the Company entered into an exchange agreement with Insignia and the Senior Executives, which each hold Class B common stock. 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 common stock, from time to time, may exchange one Class B share, together with a corresponding Class B-1 unit, for one share of the Company’s Class A common stock (or, at the Company’s election, cash of an equivalent value) (“Exchange”). The Company has reserved for issuance of 19,621,915 shares of Class A common stock for potential exchange in the future for Class B-1 units, which equals the aggregate number of shares of Class B common stock outstanding. Exchange of the Class B-1 units and Class B common stock is at the unit holder’s discretion and the exchange does not have fixed or determinable dates or prices. Tax Receivables Agreement In connection with the IPO, the Company entered into a tax receivables agreement (“TRA”) 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 the Company realizes (or is deemed to realize) as a result of (i) any increases in tax basis following the purchase (through Intermediate Holdco) of Class B-1 units from certain unitholders in connection with the IPO, as well as any exchanges subsequent to the IPO and future exchanges described above; (ii) the pre-IPO 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 TRA itself. The TRA also requires the Company to pay White Mountains 85% of the amount of the cash savings, if any, in U.S. federal, state and local income tax that the Company realizes (or is 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 the payment obligations under the TRA. 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. 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 Company continues to monitor the potential impact of the COVID-19 pandemic on its business, results of operations and financial condition. The Company's Travel vertical has experienced a decline in revenue 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. In addition, during the second half of 2021, supply chain disruptions and cost increases caused by the pandemic contributed to higher-than-expected property and casualty insurance claims costs, which has led many carriers to reduce their customer acquisition spending to preserve their profitability. These reductions continue to impact revenue from the Company’s P&C vertical. 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 is 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

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of significant accounting policies

Basis of presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements include the accounts of MediaAlpha, Inc. and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

As discussed in Note 1, as a result of the IPO and Reorganization, MediaAlpha, Inc., through Intermediate Holdco, is the sole managing member of QLH and consolidates the financial results of QLH and its subsidiaries and reports a non-controlling interest related to the portion of Class B-1 Units not owned by MediaAlpha, Inc., which reduces net income attributable to holders of MediaAlpha Inc.’s Class A common stock. The Reorganization was considered a transaction between entities under common control. As a result, the financial statements for periods prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes.

Use of estimates

The preparation of consolidated financial statements in conformity with US 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, inputs into the valuation of equity-based compensation related to QLH Class B Units, inputs into calculating the incremental borrowing rate, estimates of deferred tax assets related to the step-up in basis under the TRA, and the related liability under the TRA. 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. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including revenues, 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 the Company’s customers and markets. The Company has made estimates of the impact of COVID-19 within the consolidated financial statements and there may be changes to those estimates in future periods. Actual results may differ from these estimates.

Revenue recognition

The Company generates revenue by delivering qualified calls, leads and click transactions (“Consumer Referrals”) to its buyer customers who acquire Consumer Referrals (“customers” or “buyers”) on its technology platform.

The Company adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), as issued by the Financial Accounting Standards Board (“FASB”), which governs how the Company recognizes revenue derived from the Consumer Referrals. The Company recognizes revenue when the Company transfers Consumer Referrals to its buyers in an amount that reflects the consideration to which the Company is entitled. The Company recognizes revenue pursuant to the framework contained in ASC 606: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when the Company satisfies the performance obligations.

The Company’s executed agreements create a valid and enforceable contract with its customers for the delivery of Consumer Referrals to the buyer or an enforceable service contract with its customers. Generally, the Company’s contracts with buyers specify a period of time covered and a budget governing spend limits. Many of the Company’s agreements with its partners have no fixed term and are cancellable upon 30 or 60 days’ notice without penalty. As a result, the transaction price for the delivery of each Consumer Referral is determined and recorded in real time and no estimation of variable consideration or future consideration is required. The transaction with the Company’s customer is for the delivery of Consumer Referrals.

The Company has assessed the services promised in its contracts with customers and has identified one performance obligation, which is the delivery of Consumer Referrals that meet its customers’ specifications.

Consumer Referral transactions are summarized as follows:

•Click revenue is recognized on a pay-per-click basis and revenue is earned and recognized when a consumer clicks on a listed buyer’s advertisement, presented subsequent to a consumer search (e.g. auto insurance quote search or health insurance quote search).

•Call revenue is earned and recognized when a consumer transfers to a call buyer and remains engaged for a requisite duration of time, as specified by each buyer.

•Lead revenue is recognized when the Company delivers data leads to a buyer. Data leads are generated through insurance carriers or insurance-focused research destination websites who make the data leads available to buy through the Company’s platform or when users complete a full quote request on the Company’s proprietary websites. Delivery occurs at the time of lead transfer.

The Company satisfies its performance obligation as services are provided. The Company does not promise to provide any other significant goods or services to its customers after delivery. The Company generally does not offer a right of return.

The Company bills customers monthly in arrears for Consumer Referrals delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements.

In the Company’s Open Marketplace transactions, the Company has control over the Consumer Referrals that are sold to buyers. In these arrangements, the Company has separate agreements with its customers and suppliers (or “supply partners” or “sellers”). Suppliers are neither party to the contractual arrangements with the Company’s customers, nor are the suppliers the beneficiaries of the Company’s customer agreements. The Company earns fees from its customers and separately pays internet search companies to drive consumers to the Company’s proprietary websites. The Company is the principal in the Open Marketplace transactions. As a result, the fees paid by its customers are recognized as revenue and the fees paid to its suppliers are included in cost of revenue.

With respect to the Company’s Private Marketplace transactions, buyers and supply partners contract with one another directly and leverage the Company’s platform to facilitate transparent, real-time transactions utilizing the reporting and analytical tools available to them through the Company’s platform. The Company charges a platform fee on the Consumer Referrals transacted. The Company acts as an agent in the Private Marketplace transactions and recognizes revenue for the platform fee received. The Company recognizes revenue concurrent with Consumer Referral transactions that are facilitated by the platform. There are no separate payments made by the Company to supply partners in the Company’s Private Marketplace transactions. The Company has elected to exclude sales tax from revenue as permitted by ASC 606-10.

Cash and cash equivalents

Cash and cash equivalents consist entirely of cash deposits.

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 receivable are stated at amounts due from customers. The Company reviews accounts receivable on a periodic basis and determines an allowance for 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. 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 credit losses.

The Company maintained an allowance for credit losses of $0.6 million as of December 31, 2021 and $0.4 million as of December 31, 2020.

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 receivables, and recording allowances for credit losses.

Customer concentrations consisted of two customers that collectively accounted for approximately $171 million, or 27%, of revenue for the year ended December 31, 2021, and one customer that accounted for approximately $132 million, or 23%, of revenue for the year ended December 31, 2020. The Company’s largest customer accounted for approximately $7 million, or 10%, of the Company’s accounts receivable as of December 31, 2021, compared with the Company’s two largest customers that collectively accounted for approximately $33 million, or 35%, as of December 31, 2020.

The Company’s supplier concentration can expose the Company to business risks. For the year ended December 31, 2021, supplier concentrations consisted of one supplier that accounted for approximately $55 million, or 10%, of total purchases, compared with approximately $60 million, or 11%, for the year ended December 31, 2020. The Company’s two largest suppliers collectively accounted for approximately $21 million, or 34%, of the Company’s total accounts payable as of December 31, 2021, compared with approximately $25 million, or 25%, as of December 31, 2020.

Property and equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization expense is calculated using the straight-line method over the estimated useful lives of each asset as follows:


			Estimated useful life
Leasehold improvements			The shorter of their lease term or the estimated useful life of the improvements
Computer			3 years
Furniture and fixtures			3 years

Betterments, renewals, and extraordinary repairs that materially extend the useful lives of assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation and amortization applicable to assets retired are removed from the accounts, and the gain or loss on disposition is recognized in the consolidated statement of operations for the period.

Internal-use software development and cloud computing arrangement implementation costs

The Company capitalizes qualifying costs incurred in connection with developing internal use software. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software development projects, and external direct costs of materials and services consumed in developing or obtaining the software. Costs incurred in the application and development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software is ready for its intended purpose.

Software development costs that do not qualify for capitalization are expensed as incurred and recorded in product development expenses in the consolidated statements of operations. Amortization expense for capitalized internal-use software development costs is calculated using the straight-line method over the estimated useful life of the software, which is approximately three years.

The Company also capitalizes qualifying implementation costs under cloud computing arrangements (“CCA”), such as software as a service and other hosting arrangements, are evaluated for capitalized implementation costs in a similar manner as capitalized software development cost. The Company amortizes capitalized implementation costs in a CCA over the life of the service contract on a straight-line basis.

The Company did not capitalize any costs during year ended December 31, 2021 and 2020, as costs incurred on development of new features and functionality and any implementation costs under CCA were insignificant.

Business Combinations

The Company accounts for business combinations in accordance with ASC Topic 805, which requires, among other things, the acquiring entity in a business combination to recognize the fair value of all the assets acquired and liabilities assumed; the recognition of acquisition-related costs in the consolidated results of operations; the recognition of restructuring costs in the consolidated results of operations for which the acquirer becomes obligated after the acquisition date; and contingent purchase consideration to be recognized at their fair values on the acquisition date with subsequent adjustments recognized in the consolidated results of operations. The excess of the purchase price over the fair value of the identified assets and liabilities is recorded as goodwill. Operating results of the acquired entity are reflected in the Company’s consolidated financial statements from date of acquisition.

Leases

ASC Topic 842

The Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) effective from January 1, 2021 using the optional transition approach by applying the new standard to all leases existing at the date of initial application and prior periods were not restated, In addition, the Company elected the package of transitional practical expedients. Results and disclosure requirements for reporting periods beginning after January 1, 2021 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historical accounting under Topic 840.

The Company enters into operating lease arrangements for real estate assets related to office space. The Company determines if an arrangement contains a lease at its inception by assessing whether there is an identified asset and whether the arrangement conveys the right to control the use of the identified asset in exchange for consideration. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. ROU assets are included within other assets and operating lease liabilities are included within accrued expenses and other long-term liabilities on the Company’s consolidated balance sheet.

The Company also elected the practical expedient to not separate lease and non-lease components for all leases. Lease payments consist of the fixed payments under the arrangements. Variable costs, such as maintenance, utilities, insurance, real estate taxes or other costs based on actual usage, are not included in the measurement of ROU assets and lease liabilities, but are expensed when the event determining the amount of variable consideration to be paid occurs. As the implicit rate of the Company’s leases is not determinable, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Lease expense is recognized on a straight-line basis over the lease term.

The Company generally uses the non-cancellable lease term when recognizing the right-of-use assets and lease liabilities unless it is reasonably certain that a renewal option or termination option will be exercised. The Company accounts for lease components and non-lease components as a single lease component.

The Company elected to not recognize ROU assets and lease liabilities that arise from short-term leases. Leases with a term of twelve months or less are considered as short-term leases. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease.

ASC Topic 840

The Company categorizes non-cancellable leases at their inception as either operating or capital leases. Costs for operating leases that include incentives such as payment escalations or rent abatements are recognized on a straight-line basis over the term of the lease. Additionally, inducements received from lessors are treated as a reduction of costs over the term of the agreement.

Goodwill and intangible assets

Goodwill is calculated as the excess of the purchase consideration paid in a business combination over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized, but rather is evaluated for impairment on an annual basis, or whenever indications of potential impairment exist. In the absence of any indications of potential impairment, the evaluation of goodwill is performed during the fourth quarter of each year. For the purposes of goodwill impairment testing, the Company has one reporting unit.

Goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. When testing goodwill for impairment, the Company may first perform a qualitative assessment to determine whether it is necessary to perform a goodwill impairment test or bypass the qualitative assessment in any period and proceed directly to the goodwill impairment test . If the Company performs a qualitative assessment it is required to perform a goodwill impairment test only if it concludes that it is more likely than not that the reporting unit’s fair value is less than the carrying value of its assets. Should this be the case or if the Company decides to proceed directly to the goodwill impairment test, the Company identifies whether a potential impairment exists by comparing the estimated fair value of the reporting unit with the carrying value, including goodwill. If the estimated fair value of the reporting unit exceeds the carrying value, goodwill is not considered to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than its carrying value, then the amount of the impairment loss is the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company completed its annual goodwill impairment test as of October 1, 2021 and no impairment was recorded.

Finite-lived intangible assets include technology and intellectual property, customer relationships, costs to acquire third-party publishers, non-compete agreements and domain names stated net of accumulated amortization or impairment charges. These assets are amortized over their estimated useful lives based on methods that approximate the pattern in which the economic benefits are expected to be realized. The amortization periods range from 2 years to 10 years. For the years ended December 31, 2021 and 2020, there were no impairments recognized for intangible assets.

During the three months ended September 30, 2021, the Company had assessed the indicators of goodwill impairment and determined a triggering event had occurred including a sustained decline in the Company's share price and a decline in the Company's forecasted revenue and profitability for the year ending December 31, 2021. The fair value of the entity, which was determined based on market capitalization as of September 30, 2021, significantly exceeded its carrying value, and goodwill was determined not to be impaired. In connection with identifying a triggering event for goodwill impairment, the Company also identified indicators of impairment associated with its long-lived assets and finite lived intangible assets based on its qualitative assessment, which required the Company to complete an interim quantitative assessment. The Company performed an undiscounted cash flow test and determined that the fair value of the asset group significantly exceeded the carrying value as of September 30, 2021 and so its long-lived assets and finite lived intangibles assets were not impaired.

Impairment of long-lived assets

Long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. An impairment loss is recognized on long-lived assets in the consolidated statements of operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of the assets. In such cases, the carrying value of these assets are adjusted to their estimated fair values and assets held for sale are adjusted to their estimated fair values less selling expenses.

For the years ended December 31, 2021 and 2020, there were no impairments recognized for long-lived assets.

Accounts payable

Accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business. Accounts payable are recognized initially at their settlement value and are classified as current liabilities if payment is due within one year or less. Accounts payable as of December 31, 2021 and 2020 consist of payments to suppliers and costs to acquire traffic from search engines.

Deferred debt issuance costs

Costs incurred that are directly associated with obtaining access to capital under credit facilities are capitalized and amortized to interest expense over the terms of the applicable debt agreements using the effective interest method. Unamortized deferred costs are presented as a direct deduction from the carrying amount of the related long-term debt on the accompanying consolidated balance sheets.

Deferred initial public offering costs

Deferred offering costs are capitalized, and consist of legal, consulting, banking, and accounting fees directly attributable to the IPO. For the year ended December 31, 2020, the Company reclassified $12.2 million of offering costs into stockholders’ equity as a reduction of the net proceeds received from the IPO. The Company did not reclassify any IPO offering costs in the years ended December 31, 2021 or 2019. As of December 31, 2021 and 2020, no offering costs were deferred on the consolidated balance sheets.

Equity-based compensation

The Company incurs equity-based compensation expense from restricted stock units (“RSUs”) and the unvested Restricted Class A shares and QLH Restricted Class B-1 units that are more fully described in Note 9 - Equi ty based com p ensation. Equity awards to employees are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date and not subsequently remeasured unless modified. For awards subject to service conditions only, the fair value of the award on the grant date is expensed on a straight-line basis over the requisite service period of the award. The recognition period for these expenses begins at either the applicable service inception date or grant date and continues throughout the requisite service period. The grant date fair value of RSUs is determined using the market closing price of Class A common stock on the date of grant. The Company accounts for forfeitures as they occur.

Prior to the IPO, the Company maintained a QLH Class B Restricted Unit Plan (the “QLH Plan”), whereby QLH had the authority to issue units in the form of profits interests to directors, employees, managers, independent contractors, and advisors of QLH and its subsidiaries upon approval of the Board of Directors. The Class B units were equity-classified share-

based payments and were recognized utilizing the straight-line method. The fair value of the QLH Class B profits interests was determined on the grant date using the option pricing model. As per the original award terms, all unvested Profit Interest Units on the IPO date were exchanged into QLH Class B-1 units, which when vested, together with Class B common stock are exchangeable for Class A common stock. The awards are no longer in the form of profits interests post-IPO.

The Company classifies equity-based compensation expense in its consolidated statements of operations in the same manner in which the recipient’s payroll costs are classified or in which the recipient’s service payments are classified.

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.

Related Party Transactions

The Company considers (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s executive officers as determined by its Board of Directors, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company or (iv) anyone who can significantly influence the financial and operating decisions of the Company as related parties.

Prior to the IPO, Members’ equity, specifically the legacy Class A and Class B units in QLH, was held by related parties and subsequent to the IPO, certain of the Company’s executive officers and Insignia hold Class B common stock and Class B-1 units and accordingly certain transactions recorded in members’ equity and non-controlling interest, respectively in the consolidated statements of redeemable Class A units, members’ equity (deficit), and stockholders’ equity (deficit) are considered related party transactions.

The Company is also party to the TRA under which it is contractually committed to pay the holders of Class B-1 units 85% of the amount of any tax benefits that the Company actually realizes, or in some cases are deemed to realize as a result of certain transactions. No payments were made pursuant to the TRA during the years ended December 31, 2021 and 2020.

The Company also recognized amount reimbursable to White Mountains related to settlement of federal and state income tax refunds for periods prior to the Reorganization Transactions of $2.3 million as of December 31, 2021 and a receivable of $0.5 million as of December 31, 2020, respectively.

Fair value measurements

The Company accounts for the fair value of its financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). Non-recurring, non-financial assets and liabilities are also accounted for under the provisions of ASC 820.

ASC 820 defines fair value, establishes a framework for measuring fair value under US GAAP and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last unobservable:

Level 1 Quoted prices in active markets for identical assets or liabilities.

Level 2 Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values of the Company’s accounts receivable, accounts payable, accrued expenses, and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. Although market quotes for the fair value of long-term debt related to the Company’s revolving line of credit and term loan are not readily available, the Company believes its carrying value approximates fair value because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, without any penalty.

Sales taxes

ASC 606-10 provides that the presentation of taxes assessed by a governmental authority, which are directly imposed on revenue-producing transactions (i.e., sales, use, and excise taxes) between a seller and a customer, on a gross basis (included in revenue and costs), or on a net basis (excluded from revenue), is a management decision on accounting policies that should be disclosed. In addition, for any such taxes that are reported on a gross basis, the amounts of those taxes should be disclosed in the consolidated financial statements for each period for which a consolidated statement of operations is presented, if those amounts are significant. The Company has elected to exclude sales taxes from revenue.

Cost of revenue

The Company’s cost of revenue is comprised primarily of payments to suppliers and traffic acquisition costs paid to top tier search engines as well as telephony infrastructure costs, internet and hosting, merchant fees, salaries and related expenses, equity-based compensation and other expenses.

Income taxes

The Company is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from QLH subsequent to the Reorganization Transactions based upon MediaAlpha, Inc.’s economic interest held in QLH. QLH is treated as a pass-through partnership for income tax reporting purposes and not subject to federal income tax. Accordingly, the Company is not liable for income taxes on the portion of QLH’s earnings not allocated to it.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized on the consolidated statement of operations in the period in which the enactment date occurs. The Company records valuation allowances against its deferred tax assets when they are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations.

The Company recognizes interest and penalties related to the liability for unrecognized tax benefits, if any, as a component of the income tax expense line in the accompanying consolidated statement of operations.

The Company records uncertain tax positions on the basis of a two-step process: (1) determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

In accordance with the guidance released by FASB on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Act, the Company accounts for GILTI using the period cost method.

Tax Receivables Agreement

The Company accounts for amounts payable under the TRA in accordance with ASC Topic 450, Contingencies. Amounts payable under the TRA are contingent upon, among other things, (i) the generation of future taxable income, to support realization and (ii) the tax laws and rates, including state apportionment, applicable at the time of each Exchange. The Company recognizes obligations under the TRA after concluding that it is probable that the Company would have sufficient future taxable income to utilize the related tax benefits. The projection of future taxable income involves judgment and actual taxable income may differ from it’s estimates, which could impact the timing of payments under the TRA. The TRA liability is calculated by (i) determining the tax attributes subject to the TRA, (ii) applying a blended tax rate to the tax attributes, and (iii) calculating the iterative impact. The blended tax rate consists of the U.S. federal statutory corporate income tax rate and an assumed combined state and local income tax rate driven by future estimated apportionment factors and statutory corporate

income tax rates applicable to each state. If the Company determines in the future that it will not be able to fully utilize all or part of the related tax benefits, the Company would reduce the portion of the liability related to the tax benefits not expected to be utilized and record the offsetting benefit in the consolidated statements of operations. Subsequent changes to the measurement of the TRA liability are recognized within other expense, net in the consolidated statement of operations. TRA Payments expected to be paid within the next 12 months are classified as current and included within accrued expense on the Consolidated Balance Sheets.

Non-controlling interest

In connection with the Reorganization Transactions, the Company through Intermediate Holdco became, the sole managing member of QLH and as a result consolidates the results of operations of QLH. Intermediate Holdco directly owns Class A-1 units and the holders of Class B-1 units represent the non-controlling interests. In accordance with the QLH’s limited liability company agreement, the Company allocates the share of net income (loss) to the non-controlling interests pro-rata to their holdings at a point in time. Changes in the Company’s ownership interest in QLH, due to redemptions or exchanges, while retaining a controlling interest are accounted for as equity transactions and accounted for as a reduction in the amount recorded as non-controlling interest and increase in additional paid-in capital.

Earnings (Loss) per share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to MediaAlpha, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. The Company’s Class B common stock are excluded as it represents the voting rights of the legacy QLH holders and have no economic rights at MediaAlpha, Inc. Diluted earnings (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period following the Reorganization Transaction including Class B-1 units and Class A restricted shares that are convertible into Class A common stock and RSUs. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable.

Net (loss) per share for the year ended December 31, 2020 is presented for the two-month period between the IPO of October 27, 2020 and the year ended December 31, 2020. Prior to the IPO the QLH membership structure consisted of Class A Units and Class B Units. MediaAlpha, Inc.’s current capital structure is not reflective of the capital structure of QLH prior to the Reorganization Transactions. Therefore, net (loss) per share has not been presented for the portion of the fiscal year ended prior to the completion of the Reorganization Transactions, or for the year ended December 31, 2019.

Comprehensive Income

For the year ended December 31, 2021, 2020, and 2019, the Company did not have any differences between its net income and comprehensive income.

New Accounting Pronouncements

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.

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 right-of-use ("ROU") assets and lease liabilities on the balance sheet for both operating and financing leases, except for 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 ROU 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 adopted this accounting guidance with its annual reporting for its fiscal year ending December 31, 2021, as it is designated a large accelerated filer as of that date, and did not have a material impact on the Company's consolidated financial statements.

The Company adopted this guidance using the optional transition method permitted by ASU 2018-11 and prior periods were not restated. In addition, the Company has elected the package of transitional practical expedients that permits it not to reassess its prior conclusions regarding the identification, classification and initial direct costs related to leases commencing before the effective date of Topic 842. The Company did not use hindsight during the transition. The new lease accounting standard also provides practical expedients for an entity’s ongoing accounting. The Company made an accounting policy election to not recognize ROU assets and lease liabilities that arise from short-term leases. The Company also elected to use the practical expedient to not separate lease and non-lease components for all leases. Upon adoption, as of January 1, 2021 the Company recorded ROU assets of $2.7 million within other assets and lease liabilities of $3.1 million within accrued expenses and other long-term liabilities on the Company’s consolidated balance sheet.

Recently issued not yet adopted accounting pronouncements

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.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from contracts with customers, The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The guidance in ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early

adoption permitted. The Company is currently evaluating the impact of this ASU, but do not expect the adoption of this standard to have a significant impact on its consolidated financial statements.

Disaggregation of Revenue

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

Disaggregation of revenue

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


	Year Ended December 31,
(in thousands)	2021		2020		2019
Open Marketplace transactions	$	627,705	$	573,242	$	399,945
Private Marketplace transactions	17,569		11,572		8,060
Revenue	$	645,274	$	584,814	$	408,005

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


	Year Ended December 31,
(in thousands)	2021		2020		2019
Property & casualty insurance	$	417,715	$	397,710	$	219,467
Health insurance	176,459		139,796		104,261
Life insurance	28,586		30,313		33,012
Other	22,514		16,995		51,265
Revenue	$	645,274	$	584,814	$	408,005

- 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
-URI http://asc.fasb.org/extlink&oid=123351226&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=123351226&loc=SL49130554-203045

+ Details

Goodwill and Intangible assets

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and intangible assets

Goodwill and intangible assets consisted of:


	December 31, 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	$	(12,730)	$	12,310	$	25,040	$	(10,016)	$	15,024
Non-compete agreements	60	303		(268)		35		303		(211)		92
Domain names	60	1,224		(1,002)		222		1,224		(789)		435
Intangible assets		$	26,567	$	(14,000)	$	12,567	$	26,567	$	(11,016)	$	15,551
Goodwill	Indefinite	$	18,402	$	—	$	18,402	$	18,402	$	—	$	18,402

Amortization expense related to intangible assets amounted to $3.0 million, $3.2 million, and $5.4 million for the years ended December 31, 2021, 2020, and 2019, respectively.

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


	December 31, 2021				December 31, 2020
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance at January 1,	$	18,402	$	15,551	$	18,402	$	18,752

Amortization	—		(2,984)		—		(3,201)
Ending balance	$	18,402	$	12,567	$	18,402	$	15,551

As of December 31, 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
2022	$	2,730
2023	2,388
2024	2,211
2025	2,028
2026	1,880
Thereafter	1,330
	$	12,567

Accrued Expenses

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses

Accrued expenses consisted of:


	As of
	December 31, 2021		December 31, 2020
(in thousands)
Accrued expenses
Accrued payroll and related expenses	$	5,030	$	6,686
Accrued operating expenses	1,103		1,545
Other accrued expenses	7,583		975
Total accrued expenses	$	13,716	$	9,206

Long-term Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Long-term Debt

Long-term debt

Credit facility

First Amendment to the 2020 Credit Agreement

On 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 "2021 Term Loan Facility"), 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 (the "2021 Revolving Credit Facility" and, together with the 2021 Term Loan Facility, the "2021 Credit Facilities"), 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 Borrower, the London interbank offered rate plus an applicable margin, with a floor of 0.00%, or 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.

The 2021 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 2021 Credit Facilities). Non-financial covenants include restrictions on investments, dividends, asset sales, and the incurrence of additional debt and liens. The Amended Credit Agreement contains customary affirmative and negative covenants and default provisions. As of December 31, 2021, the Company was in compliance with all covenants.

Loans under the 2021 Credit Facilities will mature on July 29, 2026. Loans under the 2021 Term Loan Facility will amortize quarterly, beginning on the first business day after December 31, 2021 and ending with June 30, 2026, by an amount equal to 1.25% of the aggregate outstanding principal amount of the term loans initially made.

The 2021 Term Loan Facility was treated as a debt modification and the Company capitalized $0.6 million of deferred financing costs classified within the current portion of long-term debt and long-term debt, net of current portion on the consolidated balance sheet and are amortized over the term of the 2021 Term Loan Facility. Third -party costs allocated to the 2021 Term Loan facility were recorded as other expense, net in the consolidated statement of operations. Third party costs and fees paid to lender allocated to the 2021 Revolving Credit Facility of $0.2 million were capitalized and classified within prepaid expenses and other current assets on the consolidated balance sheet and are amortized over the term of the 2021 Revolving Credit Facility.

2020 Revolver and Term Loan

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.

The 2020 Credit Facilities bore interest at a variable rate based upon, at the Company’s option, a per annum rate of either the Alternate Base Rate (“ABR”) or Adjusted LIBO Rate, plus an Applicable Rate (“ABR Borrowings” and “Eurodollar Borrowings”). The ABR was defined as a fluctuating interest rate equal to the greatest of (a) the U.S. Prime Rate published by the Wall Street Journal, (b) the NYFRB Rate plus 0.50% and (c) the Adjusted LIBO Rate for a one-month interest period plus 1.00%, with a floor of 1.50%. The minimum ABR was 1.50%, and the minimum Adjusted LIBO Rate was 0.50%. The Applicable Rate ranged between 2.25% and 2.75% for ABR Borrowings and between 3.25% and 3.75% for Eurodollar borrowings based on the Company maintaining certain leverage ratios.

The 2020 Credit Facilities were collateralized by substantially all of the Company’s assets and contained certain financial and non-financial covenants. The financial covenants included 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 included restrictions on investments, dividends, asset sales, and the incurrence of additional debt and liens.

The 2020 Credit Facilities had a maturity date of September 22, 2023, and quarterly principal repayments of $2.6 million under the 2020 Term Loan Facility, were 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 required a mandatory debt repayment based on an excess cash flow calculation performed annually. The percentage of excess cash flow to be repaid declined based on the Consolidated Total Net Leverage Ratio.

On December 1, 2020, the Company prepaid $23.6 million of the 2020 Term Loan Facility pursuant to the contractual repayment option, without a penalty (the “Prepayment”).

During the year ended December 31, 2020, the Company recognized a loss on extinguishment of the 2019 Credit Facilities of $2.0 million, which has been recorded within other expenses, net on the consolidated statement of operations.

2019 Revolver and Term Loan

On February 26, 2019, QLH, through its subsidiaries acting as borrower and guarantor, entered into a secured credit facility (“2019 Credit Facilities”) 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”). 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, the Company executed an amendment to the 2019 Credit Facilities to include City National Bank 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.

Long-term debt consisted of the following:


	As of
(in thousands)	December 31, 2021		December 31, 2020
2021 Term Loan	$	190,000	$	—
2020 Term Loan	—		186,375
Debt issuance costs	(3,201)		(3,707)
Total debt	$	186,799	$	182,668
Less: current portion, net of debt issuance cost of $770	(8,730)		—
Total long-term debt	$	178,069	$	182,668

As of December 31, 2021 and December 31, 2020, the Company had no outstanding amounts drawn on the 2021 and 2020 Revolving Credit Facility, respectively.

The expected future principal payments for all borrowings as of December 31, 2021 is as follows (in thousands):


(in thousands)	Contractual maturity
2022	$	9,500
2023	9,500
2024	9,500
2025	9,500
2026	152,000
Debt and issuance costs	190,000
Unamortized debt issuance costs	(3,201)
Total debt	$	186,799

The Company incurred interest expense of $7.8 million, $7.9 million, and $7.0 million for the years ended December 31, 2021, 2020, and 2019, respectively. Included in interest expense is $1.2 million, $1.2 million, and $0.7 million of amortization of debt issuance costs for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, unamortized deferred debt issuance costs amounted to $3.2 million and $3.7 million, respectively. Accrued interest was $1.7 million as of December 31, 2021 and $0.7 million as of December 31, 2020, respectively and is included within accrued expenses on the consolidated balance sheets.

The carrying amount of the current and long-term debt under the 2021 Term Loan 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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+ Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and contingencies 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 December 31, 2021, and 2020, the Company did not have any contingency reserves established for any litigation liabilities.

Redeemable Class A units, Members’ Equity (Deficit), and Stockholders' Equity (Deficit)	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Redeemable Class A units, Members’ Equity (Deficit), and Stockholders' Equity (Deficit)	Redeemable Class A units, Members’ Equity (Deficit), and Stockholders’ Equity (Deficit) Amendment and Restatement of Certificate of Incorporation In connection with the Reorganization Transactions, the Company amended and restated its certificate of incorporation to, among other things, provide for the (i) authorization of 1,000,000,000 shares of Class A common stock with a par value of $0.01 per share; (ii) authorization of 100,000,000 shares of Class B common stock with a par value of $0.01 per share; and (iii) authorization of 50,000,000 shares of preferred stock par value $0.01 per share. Holders of Class A and Class B common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock are issuable only in connection with the corresponding issuance of an equal number of Class B-1 units. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the Class B-1 unit and the number of shares of Class B common stock held by the non-controlling interest holders. Shares of Class B common stock are transferable only together with an equal number of Class B-1 units. Each share of Class B common stock will be redeemed and canceled by us if the holder exchanges one Class B-1 unit, together with the corresponding share of Class B common stock, for one share of Class A common stock (or, at the Company’s election, cash of an equivalent value). The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of Class A-1 unit owned by the Company (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). Initial public offering As discussed in Note 1, on October 30, 2020 the Company completed its IPO and sold 7,027,606 shares of Class A Common Stock at a public offering price of $19.00 per share, which includes 769,104 shares sold in connection with the full exercise of the underwriter’s option to purchase additional shares. The Company received $124.2 million, net of underwriting discounts and commissions, which was 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 25,536,043 shares of Class B common stock outstanding, equivalent to all but 41,620 Class B-1 units not held by the Company, 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 (which Class B-1 units were converted into Class A-1 units) and (ii) $23.6 million of the net proceeds to Intermediate Holdco for further contribution to QLH, and in turn to QuoteLab, LLC, 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 QuoteLab, LLC to pay for costs associated with the offering and to use for working capital, capital expenditures and general corporate purposes. QL Holdings Recapitalization As discussed in Note 1, 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 and recapitalized all other legacy Class A units and Class B units into non-voting, non-managing member, Class B-1 units. After the contribution of Intermediate Holdco to MediaAlpha, Inc., the Company became the sole voting member of QLH, by and through Intermediate Holdco, and controls the management of QLH. Redeemable Class A Units As discussed in Note 1, in connection with the Reorganization Transactions, QLH’s limited liability company agreement was amended and restated to, among other things, effectuate the conversion of 284,221 redeemable convertible preferred units into Class B-1 Units. Prior to the Reorganization Transactions, QLH’s Class A units that were held by Insignia featured a redemption right that was considered to be outside of the Company’s control. The Company considered these Class A units, subject to possible redemption, in accordance with the guidance in FASB ASC 480 - Distinguishing Liabilities from Equity. 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 December 31, 2019, 284,211 units of the 1,136,842 outstanding Class A units were classified outside of permanent equity. Distribution to Legacy Profit Interest Holders Upon completion of the September 23, 2020 recapitalization event, QuoteLab, LLC executed a leveraged distribution, borrowing approximately $210 million from its lender and, after satisfying existing indebtedness and transaction related expenses, issued net proceeds to QLH as a dividend. A portion of these debt proceeds were distributed to Senior Executives, certain Legacy Profit Interest Holders, White Mountains, and Insignia as a dividend. The leveraged distribution was distributed to all Legacy Profits Interests Holders, whether vested or unvested, as long as the Participation Threshold was met.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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+ Details

Equity-based Compensation Plans

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Equity-based Compensation Plans

Equity-based compensation plans

A summary of equity-based compensation cost recognized during the year ended December 31, 2021, 2020, and 2019 is as follows:


(in thousands)	2021		2020		2019
QLH Class B Profit Interests units	$	—	$	5,556	$	3,594
QLH restricted Class B-1 units	541		90		—
Restricted Class A shares	1,088		211		—
Restricted stock units	44,084		19,679		—
Equity-based compensation expense	$	45,713	$	25,536	$	3,594

Total income tax benefit recognized related to equity-based compensation	$	6,328	$	3,088	$	—

Equity-based compensation cost is allocated to the following expense categories in the consolidated statements of operations during the year ended December 31, 2021, 2020 and 2019 as follows:


(in thousands)	2021		2020		2019
Cost of revenue	$	1,665	$	2,809	$	181
Sales and marketing	7,724		6,544		1,384
Product development	6,440		4,722		532
General and administrative	29,884		11,461		1,497
Total equity-based compensation	$	45,713	$	25,536	$	3,594

No compensation cost was capitalized during the year ended December 31, 2021, 2020, and 2019.

QLH Class B Profits Interests

Prior to the IPO, the Company maintained a QLH Class B Restricted Unit Plan (the “QLH Plan”), whereby QLH had the authority to issue up to 177,300 Class B units in the form of profits interests to directors, employees, managers, independent contractors, and advisors of QLH and its subsidiaries upon approval of the Board of Directors. The QLH Class B units granted to employees were generally subject to a four-year vesting period, whereby the awards become 25% vested on the first anniversary of the vesting commencement date and then vest ratably on a monthly basis thereafter through the end of the vesting period. The Class B units are equity-classified share-based payments and were recognized utilizing the straight-line method.

In connection with the IPO, the Board of Directors approved the acceleration of vesting on a portion of certain employees’ awards as of the IPO date. As a result of this modification, there was no incremental compensation cost; however, the Company recognized $2.7 million of compensation cost on the IPO date related to the portion of the awards that were accelerated.

As required per the original award terms, all awards on the IPO date, related to 43 employees or their beneficiaries, were exchanged to have substantially equivalent rights and to maintain the grantees’ ownership interests in the remaining assets of the Company. The senior executives received Class B-1 units, which, when vested, together with shares of Company Class B are exchangeable for shares of Company Class A common stock. All other grantees received shares of Company Class A common stock. The awards continue to be subject to the QLH Plan, and those that are unvested are subject to the same vesting terms and conditions. The awards remain equity-classified; however, the awards are no longer in the form of profits interests.

A portion of vested awards on the IPO date were settled for cash. Ultimately, as of the IPO date, all of the legacy QLH Class B profits interests were either (1) settled for cash or (2) cancelled in exchange for QLH Class B-1 units and Company Class A shares.

A summary of Class B Unit activity for fiscal years 2020 and 2019 is as follows:


	Number of Units	Weighted - average grant-date fair value		Aggregate Intrinsic Value (in thousands)
QLH Class B units
Outstanding as of January 1, 2019	98,090	$	45.25	$	22,244
Granted	100,738	71.69
Repurchased	(31,799)	44.61
Forfeited	(3,229)	46.09
Settled or cancelled	—	—
Outstanding as of December 31, 2019	163,800	$	61.62	$	28,622
Granted	25,500	105.85
Repurchased	(8,568)	51.03
Forfeited	(3,432)	74.22
Settled or cancelled(1)	(177,300)	68.25
Outstanding as of December 31, 2020	—	$	—	$	—

(1)Upon the IPO and the concurrent 44-for-1 stock split, these units were exchanged for 6,470,599 QLH Class B-1 units and Company Class A shares, of which 902,847 vested shares were cash-settled at fair market value. Because all of the QLH Class B profits interests were either (1) settled or (2) cancelled and replaced upon the IPO, there were no QLH Class B units outstanding as of December 31, 2020.

The fair value of the QLH Class B profits interests was determined on the grant date using the option pricing model based on the following assumptions:


	Year ended December 31,
	2020	2019
Expected term (in years)	0.5 - 2 years	2 - 3 years
Expected volatility	70% - 88%	70% - 75%
Expected dividend yield	—	—
Risk-free interest rate	0.11% - 1.41%	1.58% - 2.19%
Discount for lack of marketability	25% - 30%	30%

For the year ended December 31, 2020 and 2019, cash used to settle redemptions of Class B units was $19.4 million and $5.8 million, respectively. Redemptions include redemptions arising in connection with the Insignia Recapitalization, optional unit repurchases by the Company following an employee’s termination of employment, and settlement of a portion of the grantee’s awards upon the IPO. During the year ended December 31, 2020 and 2019, the Company recognized $0.8 million and $1.3 million, respectively, of equity-based compensation cost for the amount by which the Class B units were redeemed in excess of fair value at the date of redemption. These amounts are included within cash flows from operating activities. During the year ended December 31, 2020 and 2019, the redemption amount which was not in excess of fair value on the date of redemption was $18.6 million and $4.5 million, respectively. Cash used to settle a portion of the awards upon the IPO was $15.9 million (net of underwriter discounts), which was included within cash flow from financing activities, as the cash payment did not exceed the fair value of the award at the date of repurchase.

QLH Restricted Class B-1 Units

Upon the IPO, senior executives and one other employee that held legacy QLH Class B profits interests received QLH Class B-1 units, which have a substantially equivalent value and which together with Company Class B shares can be exchanged for Company Class A shares when vested. The cancellation and concurrent replacement of Class B profits interests for Class B-1 units was considered a modification. The modification did not result in incremental compensation cost, as the fair value of the replacement awards, determined by using the per share price of Company Class A shares (into which QLH restricted Class B-1 units are convertible) offered to the public in connection with the IPO, did not differ from the fair value of the QLH Class B profits interests immediately before the modification. The awards that were unvested on the modification date are QLH restricted Class B-1 units and are subject to the same vesting terms as the legacy QLH Class B profits interests under the QLH Plan. Under the QLH Plan, 6,470,599 QLH Class B-1 units and Company Class A shares are authorized.

The QLH restricted Class B-1 units granted to employees are generally subject to a four-year vesting period, whereby the awards become 25% vested on the first anniversary of the vesting commencement date and then vest ratably on a monthly basis thereafter through the end of the vesting period. The QLH restricted Class B-1 units are equity-classified share-based payments, and the remaining unrecognized cost, which is based on the original grant-date fair value of the Class B profits interests, is recognized utilizing the straight-line method.

Grantees have made 83(b) elections under the Internal Revenue Code; therefore, the QLH Class B-1 Units are subject to gross share settlement.

A summary of unvested QLH Class B-1 unit activity for 2021 and 2020 is as follows:


	Number of Units	Weighted - average grant-date fair value
QLH Class B-1 units
Unvested and outstanding as of December 31, 2019	—	—
Granted	583,398	2.79
Vested	(53,047)	1.77
Forfeited	(5,667)	1.93
Settled or cancelled	—	—
Unvested and outstanding as of December 31, 2020	524,684	$	2.90
Granted	—	—
Vested	(207,211)	2.69
Forfeited	(64,075)	5.03
Settled or cancelled	—	—
Unvested and outstanding as of December 31, 2021	253,398	$	2.53

As of December 31, 2021, total unrecognized compensation cost related to unvested QLH Class B-1 units was $0.5 million, which is expected to be recognized over a weighted average period of 1.84 years. The total fair value of QLH Class B-1 units that vested during the year ended December 31, 2021, 2020, and 2019 was $6.7 million, $2.0 million, and $0, respectively.

Company Restricted Class A Shares

Upon the IPO, substantially all employees other than senior executives that held legacy QLH Class B profits interests received Company Class A shares. The cancellation and concurrent replacement of the QLH Class B profits interests for Company Class A shares was considered as a modification. The modification did not result in incremental compensation cost, as the fair value of the replacement awards, determined by using the per share price of Company Class A shares offered to the public in connection with the IPO, did not differ from the fair value of the QLH Class B profits interests immediately before the modification. The awards that were unvested on the modification date are Company restricted Class A shares and are subject to the same vesting terms as the legacy QLH Class B profits interests under the QLH Plan. Under the QLH Plan, 6,470,599 QLH Class B-1 units and Company Class A shares are authorized.

The Company restricted Class A shares granted to employees are generally subject to a four-year vesting period, whereby the awards become 25% vested on the first anniversary of the vesting commencement date and then vest ratably on a monthly basis thereafter through the end of the vesting period. The Company restricted Class A shares are equity-classified share-based payments, and the remaining unrecognized cost, which is based on the original grant-date fair value of the QLH Class B profits interests, is recognized utilizing the straight-line method. Grantees have made 83(b) election under the Internal Revenue Code; therefore, the Company Restricted Class A shares are subject to gross share settlement.

A summary of unvested Company Class A share activity for 2021 and 2020 is as follows:


	Number of Units	Weighted - average grant-date fair value
Restricted Class A Shares
Unvested and outstanding as of December 31, 2019	—	—
Granted	1,210,253	3.21
Vested	(120,516)	1.72
Forfeited	(28,132)	1.93
Settled or cancelled	—	—
Unvested and outstanding as of December 31, 2020	1,061,605	$	3.41
Granted	—	—
Vested	(447,468)	2.87
Forfeited	(78,382)	2.19
Settled or cancelled	—	—
Unvested and outstanding as of December 31, 2021	535,755	$	4.04

As of December 31, 2021, total unrecognized compensation cost related to unvested Company Class A shares was $1.9 million, which is expected to be recognized over a weighted average period of 1.80 years. The total fair value of Company restricted Class A shares that vested during fiscal 2021, 2020, and 2019 was $14.5 million, $4.5 million, and $0, respectively.

Restricted Stock Units

In October 2020, the Company adopted the 2020 Omnibus Incentive Plan (the “Omnibus Plan”) under which the Company may grant restricted stock units and other equity-based awards to employees, directors, officers, and consultants of the Company. A total of 12,506,550 shares was initially reserved for issuance under the Omnibus Plan, and such pool is automatically increased each January 1 during the term of the Omnibus Plan by a number of shares equal to 5% of the total number of Class A shares issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase, or such lesser amount as may be determined by the Board. As of December 31, 2021, 5,142,133 Class A shares were available for future grant under the Omnibus Plan.

Each restricted stock unit represents the right to receive one share of Class A common stock. The restricted stock units granted generally vest quarterly over periods ranging from three to four years. However, the Company may also grant RSUs which vest immediately, without any future service requirement. The restricted stock units are equity-classified share-based payments, and the related cost is recognized utilizing the straight-line method. Upon vesting of the restricted stock units, the Company generally issues new Class A shares to the participants, net of shares withheld in satisfaction of withholding taxes, except for certain executives and non-employee directors who receive gross share settlement.

The fair value of the restricted stock units is determined based on the closing market price of the Company’s Class A shares on the date of grant, with the exception of those restricted stock units granted on the IPO effective date, for which the Company used the per share price of Company Class A shares offered to the public in connection with the IPO.

A summary of unvested restricted stock unit activity for 2021 and 2020 is as follows:


	Number of Units	Weighted - average grant-date fair value
RSUs
Unvested and outstanding as of December 31, 2019	—	—
Granted	5,822,790	22.22
Vested	(339,914)	38.39
Forfeited	—	—
Settled or cancelled	—	—
Unvested and outstanding as of December 31, 2020	5,482,876	$	21.22
Granted	2,002,489	21.41
Vested	(1,932,761)	22.13
Forfeited	(245,456)	23.57
Settled or cancelled	—	—
Unvested and outstanding as of December 31, 2021	5,307,148	$	20.85

As of December 31, 2021, total unrecognized compensation cost related to unvested restricted stock units was $102.7 million, which is expected to be recognized over a weighted average period of 2.22 years. The total fair value of Company restricted stock units that vested during the year ended December 31, 2021, 2020, and 2019 was $70.8 million, $13.0 million, and $0, respectively.

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

The Company leases office space under non-cancellable operating leases with original lease periods expiring between 2021 and 2027. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease. The Company does not assume renewals in the determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The following table presents amounts recorded on the consolidated balance sheet related to operating leases:


(in thousands)		December 31, 2021
Operating leases	Balance Sheet location
Right-of-Use Assets - Operating Leases	Other non-current assets	$	3,514
Operating Lease Liabilities - Current	Accrued expenses	$	765
Operating Lease Liabilities - Non-current	Other long-term liabilities	$	3,216

The following presents the Company’s lease expense:


(in thousands)	For the year ended December 31, 2021
Operating lease cost	$	749
Short-term lease cost	184
Variable lease cost	113
Total lease cost	$	1,046

The following presents the Company’s supplemental cash flow information related to operating leases:


(in thousands)	For the year ended December 31, 2021
Cash paid for operating lease liabilities	$	672
Right-of-use assets obtained in exchange of lease obligations	$	4,108

The following presents the Company’s weighted-average remaining lease term and discount rate:


	December 31, 2021
Weighted-average remaining lease term	4.7 years
Weighted-average discount rate	4.35	%

The implicit rate within each lease is not readily determinable and therefore the Company uses its incremental borrowing rate at the date of adoption for existing leases or lease commencement date to determine the present value of the lease payments. The Company determined its incremental borrowing rate for each lease using indicative bank borrowing rates, adjusted for various factors including level of collateralization, term and currency to align with the terms of a lease.

Maturities of lease liabilities at December 31, 2021 were as follows:


(in thousands)	Operating Leases
Year Ended December 31,
2022	$	920
2023	904
2024	908
2025	936
2026	713
Thereafter	25
Total Lease Payments	$	4,406
Less Imputed Interest	(425)
Total Lease Liabilities	$	3,981

At December 31, 2021, there were no leases entered into that had not yet commenced.

Future minimum lease payments under non-cancelable operating leases as classified under ASC 840 at December 31, 2020 were as follows:


(in thousands)	Rent Payments
Year Ended December 31,
2021	$	747
2022	771
2023	780
2024	813
2025	838
Thereafter	652
Total	$	4,601

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income TaxesMediaAlpha, 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. The results for the year ended December 31, 2019 does not reflect income tax expense because, prior to the Reorganization Transactions, the consolidated QLH pass-through entity was not subject to corporate tax. 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 components of income (loss) before income taxes includes the following:


	Year Ended December 31,
(in thousands)	2021		2020		2019
United States	$	(9,523)	$	9,048	$	—
Foreign	1		247		—
Total	$	(9,522)	$	9,295	$	—

The components of income tax expense consisted of the following:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Current income tax expense (benefit)
Federal	$	(382)	$	(417)	$	—
State	(1,836)		(438)		—
Foreign	(42)		51		—
	$	(2,260)	$	(804)	$	—
Deferred income tax expense (benefit)
Federal	$	1,503	$	(354)	$	—
State	(290)		(108)		—
Foreign	—		(1)		—
	$	1,213	$	(463)	$	—
Income tax (benefit)	$	(1,047)	$	(1,267)	$	—

A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows for the years indicated:


	Year Ended December 31,
	2021		2020		2019
Statutory federal tax rate	21.0	%	21.0	%	21.0	%
Loss / Income attributable to non-controlling interests and nontaxable income	(1.3)	%	(33.3)	%	(21.0)	%
State income taxes, net of federal benefit	(9.3)	%	(1.1)	%	—	%
Transaction costs	(5.8)	%	3.4	%	—	%
Officers' compensation	(32.0)	%	—	%	—	%
Indemnification asset release	(7.5)	%	—	%	—	%
Return-to-Provision	26.0	%	—	%	—	%
Interest and penalties	(1.6)	%	—	%	—	%
Equity-based compensation	29.7	%	—	%	—	%
Change in uncertain tax positions	7.2	%	(3.3)	%	—	%
Deferred tax adjustments	9.2	%	—	%	—	%
Change in valuation allowance	(23.9)	%	—	%	—	%
Other	(0.7)	%	(0.3)	%	—	%
Effective income tax rate	11.0	%	(13.6)	%	—	%

The Company’s effective tax rate was 11.0% in 2021 and (13.6)% in 2020, in comparison to the U.S. statutory tax rate in 2021 and 2020 of 21.0%. The comparison of the Company’s effective tax rate to the U.S. statutory tax rate for the year ended December 31, 2021 was primarily influenced by nondeductible officer’s compensation per Section 162(m), return-to-provision adjustments, the impact of tax benefits associated with equity-based awards, and changes in valuation allowance. The

comparison of the Company’s effective tax rate to the U.S. statutory tax rate for the year ended December 31, 2020 was primarily influenced by the fact that the Company is not liable for income taxes on the portion of QLH’s earnings that are attributable to the non-controlling interests and was not a taxable entity prior to the Reorganization Transactions.

During the three months ended December 31, 2021, the Company finalized its 2020 federal and state tax return filings and recognized certain return-to-provision benefits. In accordance with the Contribution Agreement entered into with White Mountains, any federal or state taxes refunds related to periods prior to the Reorganization Transactions are required to be refunded to White Mountains. The Company recognized a payable of $2.3 million to reflect the amounts refundable to White Mountains included within accrued expense on the consolidated balance sheets.

Details of the Company’s deferred tax assets and liabilities are as follows:


	Year Ended December 31,
(in thousands)	2021		2020
Deferred tax assets:
Investment in partnership	$	81,648	$	25,443
Net operating loss carryforwards and tax credits	3,007		1,906
Tax receivables agreement	20,336		5,324
Other	1,850		846
Total	$	106,841	$	33,519
Valuation allowance	(4,185)		(1,906)
Total deferred tax assets	$	102,656	$	31,613
Deferred tax liabilities:
Total deferred tax liabilities	$	—	$	—
Deferred tax assets	$	102,656	$	31,613

During the year ended December 31, 2021, holders of Class B-1 units exchanged 5,850,053 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 (“Exchanges”). In connection with the Exchanges and the changes to the carrying value of the non-controlling interest, the Company recognized additional deferred tax assets of $68.2 million and $4.0 million respectively, during the year ended December 31, 2021 associated with the basis difference in its investment in QLH through additional-paid-in-capital. In connection with the Exchanges, the Company also established additional liabilities related to the TRA of $61.8 million also through additional-paid-in capital and has presented a net amount of $6.4 million within additional-paid-in-capital in its consolidated statements of redeemable class A units, members’ equity (deficit), and stockholders’ equity (deficit).

As of December 31, 2021, the Company had federal and state net operating loss carryforwards (“NOLs”) of $3.2 million and $19.2 million, respectively, of which $3.2 million and $0.3 million, respectively, have an indefinite life. The remaining state NOLs will begin to expire in 2028. As of December 31, 2021, the Company had foreign tax credit carryforwards of $1.1 million, which will begin to expire in 2029.

Valuation allowances will be recognized on deferred tax assets if it is more-likely-than-not that some or all of the deferred tax assets will not be utilized. In measuring deferred tax assets, the Company considers all available evidence, both positive and negative, to determine whether a valuation allowance is needed. As of December 31, 2021 and 2020, the Company recorded a $4.2 million and $1.9 million valuation allowance against deferred tax assets, respectively, related to the portion of its investment in partnership not expected to be realized in the foreseeable future and certain state NOLs and foreign tax credits as it believes it is more likely-than-not that such attributes will expire prior to utilization.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for the years indicated. The Company did not have uncertain tax benefits during the year ended December 31, 2019 because, prior to the Reorganization Transactions, the Company was not subject to corporate income taxes.


	Year Ended December 31,
(in thousands)	2021		2020		2019
Beginning balance	$	1,587	$	—	$	—
Increase related to Reorganization Transactions	—		1,925		—
Increase related to current year tax positions	—		47		—
Increase related to prior periods tax positions	509		—		—
Decrease related to lapse in applicable statute of limitations	(976)		(385)		—
Ending balance	$	1,120	$	1,587	$	—

As of December 31, 2021 and 2020, the total liability related to uncertain tax positions was $1.4 million and $2.3 million, respectively. Out of this amount as of December 31, 2021 and 2020, $0.6 million and $1.8 million, respectively, had been indemnified by White Mountains, for which an indemnification asset was recognized. The decrease in the liability for uncertain tax positions was due to a lapse in the statute of limitations. If recognized as of December 31, 2021 and 2020, $0.9 million and $2.3 million, respectively, of the amount of unrecognized tax benefits would impact the effective tax rate. The unrecognized tax benefits differ from the amount that would affect the Company’s effective tax rate primarily because the unrecognized tax benefits were included on a gross basis and did not reflect related secondary impacts, such as the federal deduction for state taxes or adjustments to deferred tax assets that might be required if the Company’s tax positions are sustained. Additionally, the Company will be indemnified for any tax imposed prior to the Reorganization Transactions on which a reserve was recorded and as the Company recognizes uncertain tax positions the benefits would impact pre-tax results. During the year ended December 31, 2021, the indemnification asset was reduced by $1.4 million as a result of the reduction in the uncertain tax position and recognized as an expense in other expense, net in the consolidated statement of operations. The Company recognizes interest and penalties, if applicable, related to uncertain tax positions as a component of income tax expense. Accrued interest and penalties were approximately $0.3 million and $0.7 million as of December 31, 2021 and 2020, respectively.

The Company files income tax returns as required by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company may be subject to examination by federal and certain state and local tax authorities. As of December 31, 2021, the Company’s federal income tax returns for the tax years 2018 and forward and state and local tax returns for the tax years 2017 and forward, and foreign income tax returns for the tax years 2016 and forward remain open and are subject to examination. Currently, no tax authorities are auditing any of the Company’s income tax matters.

Tax Receivables 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 TRA provides for the payment by MediaAlpha, Inc. to Insignia and the Senior Executives of 85% of the amount of any tax benefits the Company actually realizes, or in some cases is deemed to realize, as a result of (i) increases in the Company’s share of the tax basis in the net assets of QLH resulting from any redemptions or exchanges of Class B-1 units, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA. The TRA will also require 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 the Company realizes (or is 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 the payment obligations under the TRA. The Company expects to benefit from the remaining 15% of any cash savings that it realizes.

No payments were made pursuant to the TRA during the years ended December 31, 2021 and 2020. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of MediaAlpha, Inc. in the future. As of December 31, 2021 and 2020 the Company recorded $0.2 million and $0, respectively as current portion of payments due under the TRA within accrued expenses on the consolidated balance sheets.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: 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(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share (in thousands except per share amounts):


	For the year ended December 31, 2021		For the period October 27, 2020 through December 31, 2020
Basic
Net (loss)	$	(8,475)	$	(8,604)
Less: net (loss) attributable to non-controlling interest	(3,200)		(4,238)
Net (loss) attributable to MediaAlpha, Inc.	$	(5,275)	$	(4,366)
Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	37,280,533		32,134,170
Net (loss) per share of Class A common stock - basic (a)	$	(0.14)	$	(0.14)


	For the year ended December 31, 2021
Diluted
Net (loss)	$	(8,475)
Add: incremental tax expense related to exchange of Class B-1 units	(2,900)
Net (loss) available for diluted common shares	$	(11,375)
Weighted-average shares outstanding:
Class A common stock	37,280,533
Class B-1 units	21,357,847
Restricted Class A shares	724,922
Restricted stock units	1,892,623
Weighted-average shares of Class A common stock and potential Class A common stock	61,255,925
Net (loss) per share of Class A common stock - diluted	$	(0.19)

During the year ended December 31, 2021, the effect of 253,398 unvested QLH Restricted Class B-1 units potentially dilutive securities were not included in the calculation of diluted loss per share as the effect would be anti-dilutive. During the period October 27, 2020 through December 31, 2020, the effect of the Company’s potentially dilutive securities were not included in the calculation of diluted loss per share as the effect would be anti-dilutive. The following table summarizes the shares and units with a potentially dilutive impact:


			As of December 31, 2020
QLH Class B / B-1 Units (Replacement awards)			25,571,996
Restricted Class A Shares			1,061,605
Restricted stock units			5,482,876
Potential dilutive shares			32,116,477

a.Earnings per share for the year ended December 31, 2020, 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	12 Months Ended
Non-Controlling Interest	Dec. 31, 2021
Noncontrolling Interest [Abstract]
Non-Controlling Interest	Non-Controlling InterestIn accordance with 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. During the year ended December 31, 2021, holders of Class B-1 units exchanged 5,850,053 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 December 31, 2021, the non-controlling interests of QLH owned 32.1% of the outstanding Class B-1 units, with the remaining 67.9% owned by MediaAlpha, Inc. As of December 31, 2020, the non-controlling interests of QLH owned 42.9% of the outstanding Class B-1 units, with the remaining 57.1% owned by MediaAlpha, Inc.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent eventsOn February 24, 2022, the Company entered into a an agreement to acquire substantially all of the assets of Customer Helper Team, LLC ("CHT"), a provider of customer generation and acquisition services for Medicare insurance, automobile insurance, health insurance, life insurance, debt settlement, and credit repair companies. The asset purchase agreement provides for the Company to pay a purchase price of approximately $50 million in cash at the closing of the transaction and an additional contingent payments totaling up to $20 million based on CHT’s achievement of revenue and profitability targets for the next two years. The Company expects to fund the purchase price from a combination of cash and borrowings under the 2021 Revolving Credit Facility. The Company expects to close the acquisition by March 11, 2022 (subject to the satisfaction of customary closing conditions).

Schedule I - Valuation and Qualifying Accounts and Allowances

12 Months Ended

Dec. 31, 2021

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule I - Valuation and Qualifying Accounts and Allowances

Schedule II – Valuation and Qualifying Accounts and Allowances


	Balance at Beginning of the period		Additions during the period	Write-offs	Balance at End of period

Deferred tax valuation allowance
Fiscal year 2021	$	1,906	2,279	—	$	4,185
Fiscal year 2020	$	—	1,906	—	$	1,906
Fiscal year 2019	$	—	—	—	$	—

Allowance for credit losses
Fiscal year 2021	$	438	171	—	$	609
Fiscal year 2020	$	302	524	(388)	$	438
Fiscal year 2019	$	480	354	(532)	$	302

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

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. 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 Company continues to monitor the potential impact of the COVID-19 pandemic on its business, results of operations and financial condition. The Company's Travel vertical has experienced a decline in revenue 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. In addition, during the second half of 2021, supply chain disruptions and cost increases caused by the pandemic contributed to higher-than-expected property and casualty insurance claims costs, which has led many carriers to reduce their customer acquisition spending to preserve their profitability. These reductions continue to impact revenue from the Company’s P&C vertical.

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 is 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.

Basis of Presentation

Basis of presentation

Use of Estimates

Use of estimates

Revenue Recognition

Revenue recognition

Consumer Referral transactions are summarized as follows:

•Call revenue is earned and recognized when a consumer transfers to a call buyer and remains engaged for a requisite duration of time, as specified by each buyer.

Cash and Cash Equivalents

Cash and cash equivalents

Cash and cash equivalents consist entirely of cash deposits.

Accounts Receivable

Accounts receivable

The Company maintained an allowance for credit losses of $0.6 million as of December 31, 2021 and $0.4 million as of December 31, 2020.

Concentrations of Credit Risk and of Significant Customers and Suppliers

Property and Equipment

Property and equipment


			Estimated useful life
Leasehold improvements			The shorter of their lease term or the estimated useful life of the improvements
Computer			3 years
Furniture and fixtures			3 years

Internal-use software development and cloud computing arrangement implementation costs

Business Combinations

Business CombinationsThe Company accounts for business combinations in accordance with ASC Topic 805, which requires, among other things, the acquiring entity in a business combination to recognize the fair value of all the assets acquired and liabilities assumed; the recognition of acquisition-related costs in the consolidated results of operations; the recognition of restructuring costs in the consolidated results of operations for which the acquirer becomes obligated after the acquisition date; and contingent purchase consideration to be recognized at their fair values on the acquisition date with subsequent adjustments recognized in the consolidated results of operations. The excess of the purchase price over the fair value of the identified assets and liabilities is recorded as goodwill. Operating results of the acquired entity are reflected in the Company’s consolidated financial statements from date of acquisition

Leases

ASC Topic 842

ASC Topic 840

Goodwill and Intangible Assets

Goodwill and intangible assets

Impairment of Long-Lived Assets

Impairment of long-lived assets

For the years ended December 31, 2021 and 2020, there were no impairments recognized for long-lived assets.

Accounts Payable

Accounts payable

Deferred Debt Issuance Costs

Deferred debt issuance costs

Deferred Initial Public Offering Costs

Deferred initial public offering costs

Equity-Based Compensation

Equity-based compensation

Segment Information

Segment information

Related Party Transactions

Fair Value Measurements

Fair value measurements

Level 1 Quoted prices in active markets for identical assets or liabilities.

Sales Taxes

Sales taxes

Cost of Revenue

Cost of revenueThe Company’s cost of revenue is comprised primarily of payments to suppliers and traffic acquisition costs paid to top tier search engines as well as telephony infrastructure costs, internet and hosting, merchant fees, salaries and related expenses, equity-based compensation and other expenses.

Income Taxes

Income taxes

Tax Receivable Agreement

Tax Receivables Agreement

Non-Controlling Interest

Non-controlling interest

Earnings (Loss) Per Share

Earnings (Loss) per share

Comprehensive Income

For the year ended December 31, 2021, 2020, and 2019, the Company did not have any differences between its net income and comprehensive income.

New Accounting Pronouncements

Recently adopted accounting pronouncements

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.

Recently issued not yet adopted accounting pronouncements

adoption permitted. The Company is currently evaluating the impact of this ASU, but do not expect the adoption of this standard to have a significant impact on its consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Estimated Useful Lives of Property and Equipment

Depreciation and amortization expense is calculated using the straight-line method over the estimated useful lives of each asset as follows:


			Estimated useful life
Leasehold improvements			The shorter of their lease term or the estimated useful life of the improvements
Computer			3 years
Furniture and fixtures			3 years

Disaggregation of Revenue (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenue

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


	Year Ended December 31,
(in thousands)	2021		2020		2019
Open Marketplace transactions	$	627,705	$	573,242	$	399,945
Private Marketplace transactions	17,569		11,572		8,060
Revenue	$	645,274	$	584,814	$	408,005

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


	Year Ended December 31,
(in thousands)	2021		2020		2019
Property & casualty insurance	$	417,715	$	397,710	$	219,467
Health insurance	176,459		139,796		104,261
Life insurance	28,586		30,313		33,012
Other	22,514		16,995		51,265
Revenue	$	645,274	$	584,814	$	408,005

Goodwill and Intangible assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill and Intangible Assets

Goodwill and intangible assets consisted of:


	December 31, 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	$	(12,730)	$	12,310	$	25,040	$	(10,016)	$	15,024
Non-compete agreements	60	303		(268)		35		303		(211)		92
Domain names	60	1,224		(1,002)		222		1,224		(789)		435
Intangible assets		$	26,567	$	(14,000)	$	12,567	$	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 change in goodwill and intangible assets:


	December 31, 2021				December 31, 2020
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance at January 1,	$	18,402	$	15,551	$	18,402	$	18,752

Amortization	—		(2,984)		—		(3,201)
Ending balance	$	18,402	$	12,567	$	18,402	$	15,551

Summary of Future Amortization Expense on Identifiable Intangible Assets

As of December 31, 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
2022	$	2,730
2023	2,388
2024	2,211
2025	2,028
2026	1,880
Thereafter	1,330
	$	12,567

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Summary of Accrued Expenses

Accrued expenses consisted of:


	As of
	December 31, 2021		December 31, 2020
(in thousands)
Accrued expenses
Accrued payroll and related expenses	$	5,030	$	6,686
Accrued operating expenses	1,103		1,545
Other accrued expenses	7,583		975
Total accrued expenses	$	13,716	$	9,206

Long-term Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:


	As of
(in thousands)	December 31, 2021		December 31, 2020
2021 Term Loan	$	190,000	$	—
2020 Term Loan	—		186,375
Debt issuance costs	(3,201)		(3,707)
Total debt	$	186,799	$	182,668
Less: current portion, net of debt issuance cost of $770	(8,730)		—
Total long-term debt	$	178,069	$	182,668

Schedule of Expected Future Principal Payments for Borrowings

The expected future principal payments for all borrowings as of December 31, 2021 is as follows (in thousands):


(in thousands)	Contractual maturity
2022	$	9,500
2023	9,500
2024	9,500
2025	9,500
2026	152,000
Debt and issuance costs	190,000
Unamortized debt issuance costs	(3,201)
Total debt	$	186,799

- 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.

+ References

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+ Details

Equity-based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of Equity-based Compensation Cost Recognized

A summary of equity-based compensation cost recognized during the year ended December 31, 2021, 2020, and 2019 is as follows:


(in thousands)	2021		2020		2019
QLH Class B Profit Interests units	$	—	$	5,556	$	3,594
QLH restricted Class B-1 units	541		90		—
Restricted Class A shares	1,088		211		—
Restricted stock units	44,084		19,679		—
Equity-based compensation expense	$	45,713	$	25,536	$	3,594

Total income tax benefit recognized related to equity-based compensation	$	6,328	$	3,088	$	—

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 year ended December 31, 2021, 2020 and 2019 as follows:


(in thousands)	2021		2020		2019
Cost of revenue	$	1,665	$	2,809	$	181
Sales and marketing	7,724		6,544		1,384
Product development	6,440		4,722		532
General and administrative	29,884		11,461		1,497
Total equity-based compensation	$	45,713	$	25,536	$	3,594

Summary of Class B Units' Activity

A summary of Class B Unit activity for fiscal years 2020 and 2019 is as follows:


	Number of Units	Weighted - average grant-date fair value		Aggregate Intrinsic Value (in thousands)
QLH Class B units
Outstanding as of January 1, 2019	98,090	$	45.25	$	22,244
Granted	100,738	71.69
Repurchased	(31,799)	44.61
Forfeited	(3,229)	46.09
Settled or cancelled	—	—
Outstanding as of December 31, 2019	163,800	$	61.62	$	28,622
Granted	25,500	105.85
Repurchased	(8,568)	51.03
Forfeited	(3,432)	74.22
Settled or cancelled(1)	(177,300)	68.25
Outstanding as of December 31, 2020	—	$	—	$	—

Summary of Fair Value Determined on Grant Date

The fair value of the QLH Class B profits interests was determined on the grant date using the option pricing model based on the following assumptions:


	Year ended December 31,
	2020	2019
Expected term (in years)	0.5 - 2 years	2 - 3 years
Expected volatility	70% - 88%	70% - 75%
Expected dividend yield	—	—
Risk-free interest rate	0.11% - 1.41%	1.58% - 2.19%
Discount for lack of marketability	25% - 30%	30%

Summary of Unvested Unit Activity

A summary of unvested QLH Class B-1 unit activity for 2021 and 2020 is as follows:


	Number of Units	Weighted - average grant-date fair value
QLH Class B-1 units
Unvested and outstanding as of December 31, 2019	—	—
Granted	583,398	2.79
Vested	(53,047)	1.77
Forfeited	(5,667)	1.93
Settled or cancelled	—	—
Unvested and outstanding as of December 31, 2020	524,684	$	2.90
Granted	—	—
Vested	(207,211)	2.69
Forfeited	(64,075)	5.03
Settled or cancelled	—	—
Unvested and outstanding as of December 31, 2021	253,398	$	2.53

A summary of unvested Company Class A share activity for 2021 and 2020 is as follows:


	Number of Units	Weighted - average grant-date fair value
Restricted Class A Shares
Unvested and outstanding as of December 31, 2019	—	—
Granted	1,210,253	3.21
Vested	(120,516)	1.72
Forfeited	(28,132)	1.93
Settled or cancelled	—	—
Unvested and outstanding as of December 31, 2020	1,061,605	$	3.41
Granted	—	—
Vested	(447,468)	2.87
Forfeited	(78,382)	2.19
Settled or cancelled	—	—
Unvested and outstanding as of December 31, 2021	535,755	$	4.04

A summary of unvested restricted stock unit activity for 2021 and 2020 is as follows:


	Number of Units	Weighted - average grant-date fair value
RSUs
Unvested and outstanding as of December 31, 2019	—	—
Granted	5,822,790	22.22
Vested	(339,914)	38.39
Forfeited	—	—
Settled or cancelled	—	—
Unvested and outstanding as of December 31, 2020	5,482,876	$	21.22
Granted	2,002,489	21.41
Vested	(1,932,761)	22.13
Forfeited	(245,456)	23.57
Settled or cancelled	—	—
Unvested and outstanding as of December 31, 2021	5,307,148	$	20.85

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Summary of Operating Leases

The following table presents amounts recorded on the consolidated balance sheet related to operating leases:


(in thousands)		December 31, 2021
Operating leases	Balance Sheet location
Right-of-Use Assets - Operating Leases	Other non-current assets	$	3,514
Operating Lease Liabilities - Current	Accrued expenses	$	765
Operating Lease Liabilities - Non-current	Other long-term liabilities	$	3,216

Summary of Lease Expense

The following presents the Company’s lease expense:


(in thousands)	For the year ended December 31, 2021
Operating lease cost	$	749
Short-term lease cost	184
Variable lease cost	113
Total lease cost	$	1,046

The following presents the Company’s supplemental cash flow information related to operating leases:


(in thousands)	For the year ended December 31, 2021
Cash paid for operating lease liabilities	$	672
Right-of-use assets obtained in exchange of lease obligations	$	4,108

The following presents the Company’s weighted-average remaining lease term and discount rate:


	December 31, 2021
Weighted-average remaining lease term	4.7 years
Weighted-average discount rate	4.35	%

Summary of Maturities of Lease Liabilities

Maturities of lease liabilities at December 31, 2021 were as follows:


(in thousands)	Operating Leases
Year Ended December 31,
2022	$	920
2023	904
2024	908
2025	936
2026	713
Thereafter	25
Total Lease Payments	$	4,406
Less Imputed Interest	(425)
Total Lease Liabilities	$	3,981

Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases

Future minimum lease payments under non-cancelable operating leases as classified under ASC 840 at December 31, 2020 were as follows:


(in thousands)	Rent Payments
Year Ended December 31,
2021	$	747
2022	771
2023	780
2024	813
2025	838
Thereafter	652
Total	$	4,601

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Income Before Income Taxes

The components of income (loss) before income taxes includes the following:


	Year Ended December 31,
(in thousands)	2021		2020		2019
United States	$	(9,523)	$	9,048	$	—
Foreign	1		247		—
Total	$	(9,522)	$	9,295	$	—

Summary of Components of Income Tax Expense

The components of income tax expense consisted of the following:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Current income tax expense (benefit)
Federal	$	(382)	$	(417)	$	—
State	(1,836)		(438)		—
Foreign	(42)		51		—
	$	(2,260)	$	(804)	$	—
Deferred income tax expense (benefit)
Federal	$	1,503	$	(354)	$	—
State	(290)		(108)		—
Foreign	—		(1)		—
	$	1,213	$	(463)	$	—
Income tax (benefit)	$	(1,047)	$	(1,267)	$	—

Reconciliation of United States Statutory Income Tax Rate to Company's Effective Income Tax Rate

A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows for the years indicated:


	Year Ended December 31,
	2021		2020		2019
Statutory federal tax rate	21.0	%	21.0	%	21.0	%
Loss / Income attributable to non-controlling interests and nontaxable income	(1.3)	%	(33.3)	%	(21.0)	%
State income taxes, net of federal benefit	(9.3)	%	(1.1)	%	—	%
Transaction costs	(5.8)	%	3.4	%	—	%
Officers' compensation	(32.0)	%	—	%	—	%
Indemnification asset release	(7.5)	%	—	%	—	%
Return-to-Provision	26.0	%	—	%	—	%
Interest and penalties	(1.6)	%	—	%	—	%
Equity-based compensation	29.7	%	—	%	—	%
Change in uncertain tax positions	7.2	%	(3.3)	%	—	%
Deferred tax adjustments	9.2	%	—	%	—	%
Change in valuation allowance	(23.9)	%	—	%	—	%
Other	(0.7)	%	(0.3)	%	—	%
Effective income tax rate	11.0	%	(13.6)	%	—	%

Schedule of Deferred Tax Assets and Liabilities

Details of the Company’s deferred tax assets and liabilities are as follows:


	Year Ended December 31,
(in thousands)	2021		2020
Deferred tax assets:
Investment in partnership	$	81,648	$	25,443
Net operating loss carryforwards and tax credits	3,007		1,906
Tax receivables agreement	20,336		5,324
Other	1,850		846
Total	$	106,841	$	33,519
Valuation allowance	(4,185)		(1,906)
Total deferred tax assets	$	102,656	$	31,613
Deferred tax liabilities:
Total deferred tax liabilities	$	—	$	—
Deferred tax assets	$	102,656	$	31,613

Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits


	Year Ended December 31,
(in thousands)	2021		2020		2019
Beginning balance	$	1,587	$	—	$	—
Increase related to Reorganization Transactions	—		1,925		—
Increase related to current year tax positions	—		47		—
Increase related to prior periods tax positions	509		—		—
Decrease related to lapse in applicable statute of limitations	(976)		(385)		—
Ending balance	$	1,120	$	1,587	$	—

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Summary of Calculation of Basic and Diluted Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share (in thousands except per share amounts):


	For the year ended December 31, 2021		For the period October 27, 2020 through December 31, 2020
Basic
Net (loss)	$	(8,475)	$	(8,604)
Less: net (loss) attributable to non-controlling interest	(3,200)		(4,238)
Net (loss) attributable to MediaAlpha, Inc.	$	(5,275)	$	(4,366)
Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	37,280,533		32,134,170
Net (loss) per share of Class A common stock - basic (a)	$	(0.14)	$	(0.14)


	For the year ended December 31, 2021
Diluted
Net (loss)	$	(8,475)
Add: incremental tax expense related to exchange of Class B-1 units	(2,900)
Net (loss) available for diluted common shares	$	(11,375)
Weighted-average shares outstanding:
Class A common stock	37,280,533
Class B-1 units	21,357,847
Restricted Class A shares	724,922
Restricted stock units	1,892,623
Weighted-average shares of Class A common stock and potential Class A common stock	61,255,925
Net (loss) per share of Class A common stock - diluted	$	(0.19)

Summary of Potential Dilutive Shares

The following table summarizes the shares and units with a potentially dilutive impact:


			As of December 31, 2020
QLH Class B / B-1 Units (Replacement awards)			25,571,996
Restricted Class A Shares			1,061,605
Restricted stock units			5,482,876
Potential dilutive shares			32,116,477

Organization and Background - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Oct. 30, 2020	Dec. 31, 2021	Dec. 31, 2020
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			$ 12.2
Tax Receivables Agreement \| White Mountains Capital, Inc. of Intermediate Holdco
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Percentage of cash savings required to pay up on agreement	85.00%	85.00%
Tax Receivables Agreement \| Insignia and Senior Executives
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Percentage of cash savings required to pay up on agreement	85.00%	85.00%
Class A Common
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Share reserved for issuance (in shares)		19,621,915
Class A Common \| Initial Public Offering (IPO)
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued (in shares)	7,027,606
Public offering price (in dollars per share)	$ 19.00
Proceeds from initial public offering, net of underwriting discounts and commissions	$ 124.2
Class A Common \| Initial Public Offering (IPO) \| White Mountains Capital, Inc. of Intermediate Holdco
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued (in shares)	24,142,096
Class A Common \| Initial Public Offering (IPO) \| Legacy Profit Interests Holders
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued (in shares)	1,999,439
Class A Common \| Underwriters' Over-allotment Option
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued (in shares)	769,104
Class B Common \| Initial Public Offering (IPO) \| Insignia, Senior Executives and Legacy Profit Interests Holders
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued (in shares)	30,308,492

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) reportingUnit	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jan. 01, 2021 USD ($)
Significant Accounting Policies [Line Items]
Allowance for credit losses	$ 609,000	$ 438,000
Revenue	645,274,000	584,814,000	$ 408,005,000
Accounts receivable	76,094,000	96,295,000
Cost of revenue	543,750,000	499,434,000	$ 342,909,000
Accounts payable	61,770,000	98,249,000
Capitalized software development costs	$ 0	0
Number of reporting units \| reportingUnit	1
Impairment of goodwill	$ 0
Impairments for goodwill or intangible assets	0	0
Impairments for long-lived assets	0	0
Proceeds from initial public offering, net of underwriting discounts and commissions		12,200,000
Deferred offering costs	0	0
Related party receivable (reimbursement) to White Mountains	(2,300,000)	$ 500,000
Total ROU assets	$ 3,514,000			$ 2,700,000
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets			Other assets
Total Lease Liabilities	$ 3,981,000			$ 3,100,000
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]				max:AccruedLiabilitiesCurrentAndOtherLiabilitiesNoncurrent
Internal-use Software
Significant Accounting Policies [Line Items]
Estimated useful life	3 years
Tax Receivables Agreement
Significant Accounting Policies [Line Items]
Percentage of amount to pay for tax benefits that actually realize	85.00%
Top One Supplier \| Supplier Concentration Risk \| Purchases
Significant Accounting Policies [Line Items]
Concentration risk percentage	10.00%	11.00%
Cost of revenue	$ 55,000,000	$ 60,000,000
Top Two Suppliers \| Supplier Concentration Risk \| Accounts Payable Benchmark
Significant Accounting Policies [Line Items]
Concentration risk percentage	34.00%	25.00%
Accounts payable	$ 21,000,000	$ 25,000,000
Top Customer One \| Customer Concentration Risk \| Revenue from Contract with Customer Benchmark
Significant Accounting Policies [Line Items]
Revenue		$ 132,000,000
Concentration risk percentage		23.00%
Top Customer One \| Customer Concentration Risk \| Accounts Receivable
Significant Accounting Policies [Line Items]
Concentration risk percentage	10.00%
Accounts receivable	$ 7,000,000
Top Customer Two \| Customer Concentration Risk \| Revenue from Contract with Customer Benchmark
Significant Accounting Policies [Line Items]
Revenue	$ 171,000,000
Concentration risk percentage	27.00%
Top Two Customers \| Customer Concentration Risk \| Accounts Receivable
Significant Accounting Policies [Line Items]
Concentration risk percentage		35.00%
Accounts receivable		$ 33,000,000
Minimum
Significant Accounting Policies [Line Items]
Duration to cancel agreements	30 days
Amortization period of finite-lived intangible assets	2 years
Maximum
Significant Accounting Policies [Line Items]
Duration to cancel agreements	60 days
Amortization period of finite-lived intangible assets	10 years

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Computer
Significant Accounting Policies [Line Items]
Estimated useful life	3 years
Furniture and Fixtures [Member]
Significant Accounting Policies [Line Items]
Estimated useful life	3 years

Disaggregation of Revenue - Summary of Disaggregation of Revenue by Transaction Model (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 645,274	$ 584,814	$ 408,005
Open Marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	627,705	573,242	399,945
Private Marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	$ 17,569	$ 11,572	$ 8,060

- 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=123359005&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=123359005&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=123359005&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=123359005&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=123359005&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=123351226&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=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&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=123359005&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=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	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 645,274	$ 584,814	$ 408,005
Property & casualty insurance
Disaggregation of Revenue [Line Items]
Revenue	417,715	397,710	219,467
Health insurance
Disaggregation of Revenue [Line Items]
Revenue	176,459	139,796	104,261
Life insurance
Disaggregation of Revenue [Line Items]
Revenue	28,586	30,313	33,012
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 22,514	$ 16,995	$ 51,265

- Definition

+ References

+ Details

Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	$ 26,567	$ 26,567
Accumulated amortization	(14,000)	(11,016)
Net carrying amount	12,567	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	(12,730)	(10,016)
Net carrying amount	$ 12,310	15,024
Non-compete agreements
Goodwill And Intangible Assets [Line Items]
Useful life (months)	60 months
Gross carrying amount	$ 303	303
Accumulated amortization	(268)	(211)
Net carrying amount	$ 35	92
Domain names
Goodwill And Intangible Assets [Line Items]
Useful life (months)	60 months
Gross carrying amount	$ 1,224	1,224
Accumulated amortization	(1,002)	(789)
Net carrying amount	$ 222	$ 435

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 2,984	$ 3,201	$ 5,381

Goodwill and Intangible Assets - Summary of Change in Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill
Beginning balance	$ 18,402	$ 18,402
Ending balance	18,402	18,402	$ 18,402
Intangible assets
Beginning balance	15,551	18,752
Amortization	(2,984)	(3,201)	(5,381)
Ending balance	$ 12,567	$ 15,551	$ 18,752

Goodwill and Intangible Assets - Summary of Future Amortization Expense on Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 2,730
2023	2,388
2024	2,211
2025	2,028
2026	1,880
Thereafter	1,330
Net carrying amount	$ 12,567	$ 15,551	$ 18,752

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued liabilities
Accrued payroll and related expenses	$ 5,030	$ 6,686
Accrued operating expenses	1,103	1,545
Other accrued expenses	7,583	975
Total accrued expenses	$ 13,716	$ 9,206

Long-term Debt - Additional Information (Details) - USD ($)					12 Months Ended
	Jul. 29, 2021	Dec. 01, 2020	Sep. 23, 2020	Jun. 12, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Feb. 26, 2019
Debt Instrument [Line Items]
Debt issuance costs					$ 866,000	$ 4,467,000	$ 2,303,000
Cash distribution to QLH class A Unit holders and certain QLH class B unit holders			$ 105,800,000
Total debt					186,799,000	182,668,000
Loss on extinguishment of debt					0	(1,998,000)	0
Unamortized deferred debt issuance costs					3,200,000	3,700,000
Interest expense					7,800,000	7,900,000	7,000,000
Amortization of deferred debt issuance costs					1,182,000	1,228,000	$ 665,000
Accrued interest					1,700,000	700,000
2019 Credit Facilities
Debt Instrument [Line Items]
Debt issuance costs				$ 200,000
2019 Credit Facilities \| LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				5.50%
Debt instrument, reduced interest rate				4.85%
2019 Credit Facilities \| Revolving Credit Facility \| Other Expense
Debt Instrument [Line Items]
Loss on extinguishment of debt					$ (2,000,000)
2019 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Aggregate principal amount								$ 100,000,000
Initial principal amount of term loan								$ 100,000,000
Term loan facility assigned to third party				$ 25,000,000
2019 Credit Facilities \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Revolving line of credit				$ 5,000,000
2020 Credit Facilities
Debt Instrument [Line Items]
Debt instrument, periodic payment						$ 2,600,000
Prepayment of term loan facility		$ 23,600,000
2020 Credit Facilities \| NYFRB Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate						0.50%
2020 Credit Facilities \| Adjusted LIBO Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate						1.00%
Debt Instrument, floor interest rate						1.50%
2020 Credit Facilities \| Adjusted LIBO Rate \| Minimum
Debt Instrument [Line Items]
Debt Instrument, floor interest rate					0.50%
2020 Credit Facilities \| Alternate Base Rate \| Minimum
Debt Instrument [Line Items]
Debt Instrument, floor interest rate					1.50%
2020 Credit Facilities \| Applicable Rate \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate						2.25%
2020 Credit Facilities \| Applicable Rate \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate						2.75%
2020 Credit Facilities \| Eurodollar Borrowings \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate						3.25%
2020 Credit Facilities \| Eurodollar Borrowings \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate					3.75%
2020 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Aggregate principal amount			210,000,000
Initial principal amount of term loan			210,000,000		$ 0	$ 186,375,000
Total debt	$ 186,400,000
2020 Credit Facilities \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Revolving line of credit			$ 5,000,000
Outstanding amount drawn under revolving credit facility						0
2021 Credit Facilities
Debt Instrument [Line Items]
Quarterly amortization rate	1.25%
2021 Credit Facilities \| LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.00%
2021 Credit Facilities \| LIBOR \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.00%
2021 Credit Facilities \| LIBOR \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.75%
2021 Credit Facilities \| Base Rate \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.00%
2021 Credit Facilities \| Base Rate \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.75%
2021 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Aggregate principal amount	$ 190,000,000
Initial principal amount of term loan					190,000,000	$ 0
Unamortized deferred debt issuance costs	600,000
2021 Credit Facilities \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Revolving line of credit	50,000,000
Outstanding amount drawn under revolving credit facility					$ 0
Capitalized third party costs and fees	$ 200,000

Long-term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jul. 29, 2021	Dec. 31, 2020	Sep. 23, 2020
Debt Instrument [Line Items]
Debt issuance costs	$ (3,201)		$ (3,707)
Total debt	186,799		182,668
Debt issuance costs	770
Current portion of long-term debt	(8,730)		0
Total long-term debt	178,069		182,668
Term loan \| 2021 Credit Facilities
Debt Instrument [Line Items]
Long-term debt	190,000		0
Term loan \| 2020 Credit Facilities
Debt Instrument [Line Items]
Long-term debt	$ 0		$ 186,375	$ 210,000
Total debt		$ 186,400

Long-term Debt - Schedule of Expected Future Principal Payments for Borrowings (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Long-term Debt, Fiscal Year Maturity [Abstract]
2022	$ 9,500
2023	9,500
2024	9,500
2025	9,500
2026	152,000
Debt and issuance costs	190,000
Unamortized debt issuance costs	(3,201)	$ (3,707)
Total debt	$ 186,799	$ 182,668

- 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

Commitments and Contingencies - Additional Information (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Contingency reserves for litigation liabilities	$ 0	$ 0

Redeemable Class A units, Members' Equity (Deficit), and Stockholders' Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Oct. 30, 2020	Sep. 23, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019	Dec. 31, 2018
Class of Stock [Line Items]
Preferred stock, authorized (in shares)			50,000,000	50,000,000
Preferred stock, par value (in dollars per share)			$ 0.01	$ 0.01
Proceeds from initial public offering, net of underwriting discounts and commissions			$ 12.2
QL Holdings LLC \| QL Holdings LLC and Subsidiaries
Class of Stock [Line Items]
Borrowings		$ 210.0
Class B-1 Units \| QL Holdings LLC and Subsidiaries
Class of Stock [Line Items]
Common stock held by subsidiary (in shares)	41,620
Ownership percentage	43.50%
Conversion of redeemable convertible preferred units (in shares)				284,221
Class A \| QL Holdings LLC and Subsidiaries
Class of Stock [Line Items]
Members' capital, outstanding (in shares)					1,136,842
Initial Public Offering (IPO) \| QL Holdings LLC and Subsidiaries \| Intermediate Holdco
Class of Stock [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions	$ 16.3
Initial Public Offering (IPO) \| QL Holdings LLC and Subsidiaries \| Intermediate Holdco \| 2020 Term Loan Facility
Class of Stock [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions	$ 23.6
Initial Public Offering (IPO) \| Class B-1 Units
Class of Stock [Line Items]
Number of shares repurchased (in shares)	4,772,449
Initial Public Offering (IPO) \| Class B-1 Units \| Intermediate Holdco
Class of Stock [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions	$ 84.3
Number of shares repurchased (in shares)	4,772,449
Class A Common
Class of Stock [Line Items]
Common stock, authorized (in shares)			1,000,000,000	1,000,000,000
Common stock, par value (in dollars per share)			$ 0.01	$ 0.01
Common stock, outstanding (in shares)			33,400,000	41,000,000
Class A Common \| Initial Public Offering (IPO)
Class of Stock [Line Items]
Shares issued (in shares)	7,027,606
Public offering price (in dollars per share)	$ 19.00
Proceeds from initial public offering, net of underwriting discounts and commissions	$ 124.2
Class A Common \| Underwriters' Over-allotment Option
Class of Stock [Line Items]
Shares issued (in shares)	769,104
Class B Common
Class of Stock [Line Items]
Common stock, authorized (in shares)			100,000,000	100,000,000
Common stock, par value (in dollars per share)			$ 0.01	$ 0.01
Common stock, outstanding (in shares)	25,536,043		25,500,000	19,600,000
Redeemable Class A
Class of Stock [Line Items]
Redeemable units (in shares)			0	0	284,211	0
Redeemable Class A \| QL Holdings LLC and Subsidiaries
Class of Stock [Line Items]
Redeemable units (in shares)					284,211

Equity-based Compensation Plans - Additional Information (Details)				12 Months Ended
	Oct. 31, 2020 shares	Oct. 30, 2020 USD ($) employee	Oct. 29, 2020 shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			25.00%
Compensation cost capitalized				$ 0	$ 0	$ 0
Vesting period			4 years
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of vested units \| shares				1,932,761	339,914
Unrecognized compensation cost				$ 102,700,000
Weighted average period of recognition				2 years 2 months 19 days
Fair value units vested				$ 70,800,000	$ 13,000,000	0
Number of units, Granted (in shares) \| shares				2,002,489	5,822,790
QLH Class B-1 Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units and shares authorized \| shares					6,470,599
Unrecognized compensation cost				$ 500,000
Weighted average period of recognition				1 year 10 months 2 days
Fair value units vested				$ 6,700,000	$ 2,000,000	0
Company Restricted Class A Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units and shares authorized \| shares				6,470,599
Unvested Company Class A Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost				$ 1,900,000
Weighted average period of recognition				1 year 9 months 18 days
Fair value units vested				$ 14,500,000	4,500,000	0
QLH Class B Restricted Unit Plan \| Class B Units \| Four-year Vesting Period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				25.00%
Vesting period				4 years
QLH Class B Profits Interests
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of employees or beneficiaries exchanged \| employee		43
Cash used to settle redemptions					19,400,000	5,800,000
Employee service share based compensation redemption amount not in excess of fair value.					18,600,000	4,500,000
Compensation cost capitalized					800,000	$ 1,300,000
QLH Class B Profits Interests \| Initial Public Offering (IPO)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental compensation costs		$ 0
Accelerated compensation costs		$ 2,700,000
Employee service share based compensation cash flow effect cash used to settle portion of awards					$ 15,900,000
QLH Class B Profits Interests \| QLH Class B Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, outstanding, number \| shares					0	163,800	98,090
QLH Class B Profits Interests \| QLH Class B Units \| Initial Public Offering (IPO)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Concurrent stock split ratio					44
Number of vested units \| shares					902,847
Share-based compensation arrangement by share-based payment award, outstanding, number \| shares					0
QLH Class B Profits Interests \| QLH Class B-1 Units \| Initial Public Offering (IPO)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units, Granted (in shares) \| shares					6,470,599
QLH Restricted Class B-1 Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				25.00%
Vesting period				4 years
QLH Restricted Class B-1 Units \| QLH Class B-1 Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units, Granted (in shares) \| shares					6,470,599
Omnibus Incentive Plan \| Restricted Stock Units and Other Equity-based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share reserved for issuance (in shares) \| shares	12,506,550
Omnibus Incentive Plan \| Restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Omnibus Incentive Plan \| Restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Omnibus Incentive Plan \| Class A Units \| Restricted Stock Units and Other Equity-based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual percentage increase in shares reserved for issuance				5.00%
Shares available for future grant (in shares) \| shares				5,142,133
Profits Interests to Directors, Employees, Managers, Independent Contractors, and Advisors \| QLH Class B Restricted Unit Plan \| Class B Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share reserved for issuance (in shares) \| shares			177,300

Equity-based Compensation Plans - Summary of Equity-based Compensation Cost Recognized (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 45,713	$ 25,536	$ 3,594
Total income tax benefit recognized related to equity-based compensation	6,328	3,088	0
QLH Class B Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	0	5,556	3,594
QLH Restricted Class B-1 Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	541	90	0
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	1,088	211	0
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 44,084	$ 19,679	$ 0

Equity-based Compensation Plans - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 45,713	$ 25,536	$ 3,594
Cost of Revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	1,665	2,809	181
Sales and Marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	7,724	6,544	1,384
Product Development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	6,440	4,722	532
General and Administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 29,884	$ 11,461	$ 1,497

Equity-based Compensation Plans - Schedule of Option Pricing Model Assumptions for Determining Fair Value of Class B Units - (Details) - QLH Class B Profits Interests	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, Minimum		70.00%	70.00%
Expected volatility, Maximum		88.00%	75.00%
Expected dividend yield		0.00%	0.00%
Risk-free interest rate		0.11%	1.58%
Risk-free interest rate		1.41%	2.19%
Discount for lack of marketability			30.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		6 months	2 years
Discount for lack of marketability	25.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		2 years	3 years
Discount for lack of marketability	30.00%

Equity-based Compensation Plans - Summary of Class B Units' Activity (Details) - QLH Class B Units - QLH Class B Profits Interests - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units, Outstanding beginning balance (in shares)	163,800	98,090
Number of units, Granted (in shares)	25,500	100,738
Number of units, Repurchased (in shares)	(8,568)	(31,799)
Number of units, Forfeited (in shares)	(3,432)	(3,229)
Number of units, Settled or cancelled (in shares)	(177,300)	0
Number of units, Outstanding ending balance (in shares)	0	163,800
Weighted-average grant-date fair value, Outstanding beginning balance (in dollars per share)	$ 61.62	$ 45.25
Weighted-average grant-date fair value, Granted (in dollars per share)	105.85	71.69
Weighted-average grant-date fair value, Repurchased (in dollars per share)	51.03	44.61
Weighted-average grant-date fair value, Forfeited (in dollars per share)	74.22	46.09
Weighted-average grant-date fair value, Settled or cancelled (in dollars per share)	68.25	0
Weighted-average grant-date fair value, Outstanding ending balance (in dollars per share)	$ 0	$ 61.62
Aggregate intrinsic value	$ 0	$ 28,622	$ 22,244

Equity-based Compensation Plans - Summary of Unvested QLH Class B-1 Unit Activity (Details) - QLH Class B-1 Units - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Number of Units
Number of units, Unvested and outstanding beginning balance (in shares)	524,684	0
Number of units, Granted (in shares)	0	583,398
Number of units, Vested (in shares)	(207,211)	(53,047)
Number of units, Forfeited (in shares)	(64,075)	(5,667)
Number of units, Settled or cancelled (in shares)	0	0
Number of units, Unvested and outstanding ending balance (in shares)	253,398	524,684
Weighted - average grant-date fair value
Weighted-average grant-date fair value, Unvested and outstanding beginning balance (in dollars per share)	$ 2.90	$ 0
Weighted-average grant-date fair value, Granted (in dollars per share)	0	2.79
Weighted-average grant-date fair value, Vested (in dollars per share)	2.69	1.77
Weighted-average grant-date fair value, Forfeited (in dollars per share)	5.03	1.93
Weighted-average grant-date fair value, Settled or cancelled (in dollars per share)	0	0
Weighted-average grant-date fair value, Unvested and outstanding ending balance (in dollars per share)	$ 2.53	$ 2.90

Equity-based Compensation Plans - Summary of Unvested Restricted Unit Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Restricted Class A shares
Number of Units
Number of units, Unvested and outstanding beginning balance (in shares)	1,061,605	0
Number of units, Granted (in shares)	0	1,210,253
Number of units, Vested (in shares)	(447,468)	(120,516)
Number of units, Forfeited (in shares)	(78,382)	(28,132)
Number of units, Settled or cancelled (in shares)	0	0
Number of units, Unvested and outstanding ending balance (in shares)	535,755	1,061,605
Weighted - average grant-date fair value
Weighted-average grant-date fair value, Unvested and outstanding beginning balance (in dollars per share)	$ 3.41	$ 0
Weighted-average grant-date fair value, Granted (in dollars per share)	0	3.21
Weighted-average grant-date fair value, Vested (in dollars per share)	2.87	1.72
Weighted-average grant-date fair value, Forfeited (in dollars per share)	2.19	1.93
Weighted-average grant-date fair value, Settled or cancelled (in dollars per share)	0	0
Weighted-average grant-date fair value, Unvested and outstanding ending balance (in dollars per share)	$ 4.04	$ 3.41
Restricted stock units
Number of Units
Number of units, Unvested and outstanding beginning balance (in shares)	5,482,876	0
Number of units, Granted (in shares)	2,002,489	5,822,790
Number of units, Vested (in shares)	(1,932,761)	(339,914)
Number of units, Forfeited (in shares)	(245,456)	0
Number of units, Settled or cancelled (in shares)	0	0
Number of units, Unvested and outstanding ending balance (in shares)	5,307,148	5,482,876
Weighted - average grant-date fair value
Weighted-average grant-date fair value, Unvested and outstanding beginning balance (in dollars per share)	$ 21.22	$ 0
Weighted-average grant-date fair value, Granted (in dollars per share)	21.41	22.22
Weighted-average grant-date fair value, Vested (in dollars per share)	22.13	38.39
Weighted-average grant-date fair value, Forfeited (in dollars per share)	23.57	0
Weighted-average grant-date fair value, Settled or cancelled (in dollars per share)	0	0
Weighted-average grant-date fair value, Unvested and outstanding ending balance (in dollars per share)	$ 20.85	$ 21.22

Leases - Summary of Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jan. 01, 2021
Leases [Abstract]
Right-of-Use Assets - Operating Leases	$ 3,514	$ 2,700
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Operating Lease Liabilities - Current	$ 765
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses
Operating Lease Liabilities - Non-current	$ 3,216
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities

Leases - Summary of Lease Expense (Details) $ in Thousands	12 Months Ended
Leases - Summary of Lease Expense (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
Operating lease cost	$ 749
Short-term lease cost	184
Variable lease cost	113
Total lease cost	$ 1,046

Leases - Cash Flow Information, Remaining Lease Term and Discount Rate (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Leases [Abstract]
Cash paid for operating lease liabilities	$ 672
Right-of-use assets obtained in exchange of lease obligations	$ 4,108
Weighted-average remaining lease term	4 years 8 months 12 days
Weighted-average discount rate	4.35%

Leases - Summary of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jan. 01, 2021
Leases [Abstract]
2022	$ 920
2023	904
2024	908
2025	936
2026	713
Thereafter	25
Total Lease Payments	4,406
Less Imputed Interest	(425)
Total Lease Liabilities	$ 3,981	$ 3,100

Leases - Summary of Future Minimum Lease Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Leases [Abstract]
2021	$ 747
2022	771
2023	780
2024	813
2025	838
Thereafter	652
Total	$ 4,601

Income Taxes - Summary of Income Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
United States	$ (9,523)	$ 9,048
Foreign	1	247
(Loss) income before income taxes	$ (9,522)	$ 9,295	$ 17,820

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: 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=123359005&loc=d3e8933-108599

Reference 2: 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=123359005&loc=d3e8906-108599

Reference 3: 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=123359005&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953

Reference 5: 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=123359005&loc=d3e8736-108599

Reference 6: 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(10))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 7: 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(8))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: 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 9: 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=123359005&loc=d3e8924-108599

Reference 10: 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(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Summary of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current income tax expense (benefit)
Federal	$ (382)	$ (417)	$ 0
State	(1,836)	(438)	0
Foreign	(42)	51	0
Current income tax expense (benefit)	(2,260)	(804)	0
Deferred income tax expense (benefit)
Federal	1,503	(354)	0
State	(290)	(108)	0
Foreign	0	(1)	0
Deferred income tax expense (benefit)	1,213	(463)	0
Income tax (benefit)	$ (1,047)	$ (1,267)	$ 0

Income Taxes - Summary of Reconciliation of Statutory Income Tax Rate to Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal tax rate	21.00%	21.00%	21.00%
Loss / Income attributable to non-controlling interests and nontaxable income	(1.30%)	(33.30%)	(21.00%)
State income taxes, net of federal benefit	(9.30%)	(1.10%)	0.00%
Transaction costs	(5.80%)	3.40%	0.00%
Officers' compensation	(32.00%)	0.00%	0.00%
Indemnification asset release	(7.50%)	0.00%	0.00%
Return-to-Provision	26.00%	0.00%	0.00%
Interest and penalties	(1.60%)	0.00%	0.00%
Equity-based compensation	29.70%	0.00%	0.00%
Change in uncertain tax positions	7.20%	(3.30%)	0.00%
Deferred tax adjustments	9.20%	0.00%	0.00%
Change in valuation allowance	(23.90%)	0.00%	0.00%
Other	(0.70%)	(0.30%)	0.00%
Effective income tax rate	11.00%	(13.60%)	0.00%

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Line Items]
Effective income tax rate		11.00%	(13.60%)	0.00%
Related party receivable (reimbursement) to White Mountains		$ (2,300)	$ 500
Conversion of stock (in shares)		5,850,053
Adjustment to additional-paid-in-capital		$ 3,683
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis		6,351	(16,354)
Valuation allowance		4,185	1,906
Liability for unrecognized tax benefits		1,400	2,300
Unrecognized tax benefits if recognized would impact effective tax rate		900	2,300
Indemnification asset reduction		1,400
Accrued interest and penalties		300	700
Liabilities under tax receivables agreement, net of current portion		85,027	22,498
Additional Paid-In Capital Amount
Income Tax Disclosure [Line Items]
Adjustment to additional-paid-in-capital		3,683
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis		6,351	(16,354)
White Mountains Capital, Inc. of Intermediate Holdco
Income Tax Disclosure [Line Items]
Indemnification asset uncertain tax position		600	1,800
Federal
Income Tax Disclosure [Line Items]
Net operating loss carryforwards		3,200
Net operating loss carryforwards with an indefinite life		3,200
State and Local
Income Tax Disclosure [Line Items]
Net operating loss carryforwards		19,200
Net operating loss carryforwards with an indefinite life		300
Foreign
Income Tax Disclosure [Line Items]
Tax credit carryforwards		1,100
Tax Receivables Agreement
Income Tax Disclosure [Line Items]
Additional deferred tax assets		68,200
Adjustment to additional-paid-in-capital		4,000
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis		61,800
Liabilities under tax receivables agreement, net of current portion		$ 200	$ 0
Tax Receivables Agreement \| White Mountains Capital, Inc. of Intermediate Holdco
Income Tax Disclosure [Line Items]
Percentage of cash savings required to pay up on agreement	85.00%	85.00%
Percentage of expected benefit from remaining cash savings under the agreement		15.00%
Tax Receivables Agreement \| Insignia and Senior Executives
Income Tax Disclosure [Line Items]
Percentage of cash savings required to pay up on agreement	85.00%	85.00%

Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Investment in partnership	$ 81,648	$ 25,443
Net operating loss carryforwards and tax credits	3,007	1,906
Tax receivables agreement	20,336	5,324
Other	1,850	846
Total	106,841	33,519
Valuation allowance	(4,185)	(1,906)
Total deferred tax assets	102,656	31,613
Deferred tax liabilities:
Total deferred tax liabilities	0	0
Deferred tax assets	$ 102,656	$ 31,613

Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 1,587	$ 0	$ 0
Increase related to Reorganization Transactions	0	1,925	0
Increase related to current year tax positions	0	47	0
Increase related to prior periods tax positions	509	0	0
Decrease related to lapse in applicable statute of limitations	(976)	(385)	0
Ending balance	$ 1,120	$ 1,587	$ 0

Net Loss Per Share - Summary of Reconciliation of Numerator and Denominator used in Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Basic
Net (loss) income	$ (8,604)	$ (8,475)	$ 10,562	$ 17,820
Net (loss) attributable to non-controlling interest	(4,238)	(3,200)	(4,238)
Net (loss) attributable to MediaAlpha, Inc.	(4,366)	$ (5,275)	$ (4,366)
Weighted average shares of Class A common stock outstanding - basic (in shares)		37,280,533	32,134,170
Net (loss) per share of Class A common stock - basic (in dollars per share)		$ (0.14)	$ (0.14)
Diluted
Net income (loss)	$ (8,604)	$ (8,475)	$ 10,562	$ 17,820
Add: incremental tax expense related to exchange of Class B-1 units		(2,900)
Net (loss) available for diluted common shares		$ (11,375)
Weighted average shares of Class A common stock outstanding - diluted (in shares)		61,255,925	32,134,170
Net (loss) per share of Class A common stock - diluted (in dollars per share)		$ (0.19)	$ (0.14)
Restricted Class A shares
Diluted
Weighted average shares of Class A common stock outstanding - diluted (in shares)		724,922
Restricted stock units
Diluted
Weighted average shares of Class A common stock outstanding - diluted (in shares)		1,892,623
Class A Common Stock And Potential Class A Common Stock
Diluted
Weighted average shares of Class A common stock outstanding - diluted (in shares)		61,255,925
Class A Common
Basic
Weighted average shares of Class A common stock outstanding - basic (in shares)	32,134,170	37,280,533
Net (loss) per share of Class A common stock - basic (in dollars per share)	$ (0.14)	$ (0.14)
Diluted
Weighted average shares of Class A common stock outstanding - diluted (in shares)	32,134,170	37,280,533
Net (loss) per share of Class A common stock - diluted (in dollars per share)		$ (0.19)
Class B1 Units
Diluted
Weighted average shares of Class A common stock outstanding - diluted (in shares)		21,357,847

Net Loss Per Share - Summary of Potential Dilutive Shares (Details)	12 Months Ended
	Dec. 31, 2020 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	32,116,477
Class B / B-1 Units \| QL Holdings LLC
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	25,571,996
Restricted Class A Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	1,061,605
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	5,482,876

Non-Controlling Interest - Additional Information (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Conversion of stock (in shares)	5,850,053
QLH
Noncontrolling Interest [Line Items]
Non-controlling interests owned	32.10%	42.90%
Remaining non-controlling interests owned	67.90%	57.10%

Subsequent Events (Details) - Subsequent Event - Customer Helper Team, LLC - Forecast $ in Millions	Feb. 24, 2022 USD ($)
Subsequent Event [Line Items]
Cash payments for asset acquisition	$ 50
Contingent payments	$ 20
Contingent consideration period	2 years

Schedule I - Valuation and Qualifying Accounts and Allowances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Deferred Tax Valuation Allowance
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of the period	$ 1,906	$ 0	$ 0
Additions during the period	2,279	1,906	0
Write-offs	0	0	0
Balance at End of period	4,185	1,906	0
Allowance for Doubtful Accounts
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of the period	438	302	480
Additions during the period	171	524	354
Write-offs	0	(388)	(532)
Balance at End of period	$ 609	$ 438	$ 302