0001818383-22-000068 | 10-Q/A | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2022	Apr. 29, 2022
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-39671
Entity Registrant Name	MediaAlpha, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1854133
Entity Address, Address Line One	700 South Flower Street
Entity Address, Address Line Two	Suite 640
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90017
City Area Code	213
Local Phone Number	316-6256
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	MAX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	true
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001818383
Current Fiscal Year End Date	--12-31
Class A Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		41,584,400
Class B Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		19,537,469

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 55,288	$ 50,564
Accounts receivable, net of allowance for credit losses of $464 and $609, respectively	61,163	76,094
Prepaid expenses and other current assets	7,820	10,448
Total current assets	124,271	137,106
Intangible assets, net	11,884	12,567
Goodwill	18,402	18,402
Deferred tax asset	101,859	102,656
Other assets	18,805	19,073
Total assets	275,221	289,804
Current liabilities
Accounts payable	51,509	61,770
Accrued expenses	10,012	13,716
Current portion of long-term debt	8,740	8,730
Total current liabilities	70,261	84,216
Long-term debt, net of current portion	175,878	178,069
Liabilities under tax receivables agreement, net of current portion	81,850	85,027
Other long-term liabilities	4,881	4,058
Total liabilities	332,870	351,370
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of March 31, 2022 and December 31, 2021	0	0
Additional paid-in capital	433,157	419,533
Accumulated deficit	(431,552)	(424,476)
Total stockholders' equity (deficit) attributable to MediaAlpha, Inc.	2,217	(4,337)
Non-controlling interests	(59,866)	(57,229)
Total stockholders' (deficit)	(57,649)	(61,566)
Total liabilities and stockholders' deficit	275,221	289,804
Class A Common
Stockholders' equity (deficit):
Common stock	416	410
Class B Common
Stockholders' equity (deficit):
Common stock	$ 196	$ 196

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenue	$ 142,599	$ 173,588
Costs and operating expenses
Cost of revenue	120,881	147,180
Sales and marketing	7,223	5,391
Product development	5,216	3,320
General and administrative	17,148	15,749
Total costs and operating expenses	150,468	171,640
(Loss) income from operations	(7,869)	1,948
Other (income), net	(523)	(150)
Interest expense	1,359	2,301
Total other expense, net	836	2,151
(Loss) before income taxes	(8,705)	(203)
Income tax expense (benefit)	1,143	(364)
Net (loss) income	(9,848)	161
Net (loss) attributable to non-controlling interest	(2,772)	(124)
Net (loss) income attributable to MediaAlpha, Inc.	$ (7,076)	$ 285
Net (loss) income per share of Class A common stock
Basic (in dollars per share)	$ (0.17)	$ 0.01
Diluted (in dollars per share)	$ (0.17)	$ 0.00
Weighted average shares of Class A common stock outstanding
Basic (in shares)	40,847,941	33,136,632
Diluted (in shares)	40,847,941	62,163,390

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock Class A common stock	Common Stock Class B common stock	Additional Paid-In- Capital	Accumulated deficit	Non- Controlling Interest
Beginning balance (in shares) at Dec. 31, 2020		33,371,056	25,536,043
Beginning balance at Dec. 31, 2020	$ (105,118)	$ 334	$ 255	$ 384,611	$ (418,973)	$ (71,345)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis	6,190			6,190
Exchange of non-controlling interest for Class A common stock (in shares)		4,457,796	(4,457,796)
Exchange of non-controlling interest for Class A common stock	0	$ 45	$ (45)	(12,716)		12,716
Vesting of restricted stock units (in shares)		444,030
Vesting of restricted stock units	0	$ 4		(4)
Equity-based compensation	10,603			10,479		124
Forfeiture of equity awards (in shares)		(58,608)
Forfeiture of equity awards	(1)	$ (1)
Shares withheld on tax withholding on vesting of restricted stock units	(1,276)			(1,276)
Net (loss)	161				285	(124)
Ending balance (in shares) at Mar. 31, 2021		38,214,274	21,078,247
Ending balance at Mar. 31, 2021	(89,441)	$ 382	$ 210	387,284	(418,688)	(58,629)
Beginning balance (in shares) at Dec. 31, 2021		40,969,952	19,621,915
Beginning balance at Dec. 31, 2021	(61,566)	$ 410	$ 196	419,533	(424,476)	(57,229)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis	19			19
Exchange of non-controlling interest for Class A common stock (in shares)		60,197	(60,197)
Exchange of non-controlling interest for Class A common stock	0			(180)		180
Vesting of restricted stock units (in shares)		593,810
Vesting of restricted stock units	0	$ 6		(6)
Equity-based compensation	13,773			13,688		85
Forfeiture of equity awards (in shares)		(23,294)
Shares withheld on tax withholding on vesting of restricted stock units	(820)			(820)
Distributions to non-controlling interests	(130)					(130)
Settlement of 2021 annual bonus as restricted stock units	880			880
Tax impact of changes in investment in partnership	43			43
Net (loss)	(9,848)				(7,076)	(2,772)
Ending balance (in shares) at Mar. 31, 2022		41,600,665	19,561,718
Ending balance at Mar. 31, 2022	$ (57,649)	$ 416	$ 196	$ 433,157	$ (431,552)	$ (59,866)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Cash flows from operating activities
Net (loss)	$ (9,848)	$ 161
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Non-cash equity-based compensation expense	13,773	10,602
Non-cash lease expense	177	116
Depreciation expense on property and equipment	98	82
Amortization of intangible assets	683	746	$ 2,984
Amortization of deferred debt issuance costs	209	345
Credit losses	(88)	157
Deferred taxes	1,110	(358)
Tax receivable agreement liability adjustments	(630)	(156)
Changes in operating assets and liabilities:
Accounts receivable	15,019	15,870
Prepaid expenses and other current assets	2,613	690
Other assets	47	125
Accounts payable	(10,261)	(33,675)
Accrued expenses	(4,813)	(4,061)
Net cash provided by (used in) operating activities	8,089	(9,356)
Cash flows from investing activities
Purchases of property and equipment	(40)	(69)
Net cash (used in) investing activities	(40)	(69)
Cash flows from financing activities
Repayments on long-term debt	(2,375)	0
Distributions	(130)	0
Shares withheld for taxes on vesting of restricted stock units	(820)	(1,276)
Net cash (used in) financing activities	(3,325)	(1,276)
Net increase (decrease) in cash and cash equivalents	4,724	(10,701)
Cash and cash equivalents, beginning of period	50,564	23,554	23,554
Cash and cash equivalents, end of period	55,288	12,853	$ 50,564
Supplemental disclosures of cash flow information
Interest	2,834	754
Income taxes paid, net of refunds	(1,365)	51
Non-cash Investing and Financing Activities:
Adjustments to liabilities under the tax receivable agreement	(251)	(53,117)
Establishment of deferred tax assets in connection with the Reorganization Transactions	(270)	(59,307)
Right-of-use assets obtained in exchange of lease obligations	$ 0	$ 2,712

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accounts receivable, allowance for credit losses	$ 464	$ 609
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)	41,600,000	41,000,000
Common stock, outstanding (in shares)	41,600,000	41,000,000
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	19,600,000
Common stock, outstanding (in shares)	19,600,000	19,600,000

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of significant accounting policies The Company's significant accounting policies are included in the 2021 Annual Report on Form 10-K and did not materially change during the three months ended March 31, 2022. Basis of presentation The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of the Company as of and for the periods presented have been included. The December 31, 2021 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2021 Annual Report on Form 10-K. Revisions to previously issued consolidated financial statements On December 31, 2021 the Company adopted ASU 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 connection with the adoption, quarterly amounts presented in our prior Form 10-Q were revised. The impact of the adjustments was immaterial to the Company's consolidated financial statements. 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. Accounts receivable The Company estimates expected credit losses based on collection history and management’s assessment of the current economic trends, business environment, customers’ financial condition, accounts receivable aging and any customer disputes that may impact the level of future credit losses. Accounts receivable are net of allowances for credit losses of $0.5 million and $0.6 million as of March 31, 2022 and December 31, 2021, respectively. Concentrations of credit risk and of significant customers and suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts, and believes it is not exposed to unusual credit risk beyond the normal credit risk in this area based on the financial strength of the institutions with which the Company maintains its deposits. The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivable, and recording allowances for credit losses. Customer concentrations consisted of one customer that accounted for approximately $19 million, or 13%, of revenue for the three months ended March 31, 2022, compared with three customers that collectively accounted for approximately $68 million, or 39%, of revenue for the three months ended March 31, 2021. There were no customers that accounted for more than 10% of the Company's accounts receivable as of March 31, 2022, compared with the Company's largest customer that accounted for approximately $7 million, or 10%, as of December 31, 2021. The Company’s supplier concentration can expose the Company to business risks. For the three months ended March 31, 2022, the Company had one supplier that accounted for approximately $14 million, or 11%, of total purchases, compared with two suppliers that collectively accounted for approximately $32 million, or 21%, of total purchases for the three months ended March 31, 2021. The Company's largest supplier accounted for approximately $8 million, or 15%, of total accounts payable as of March 31, 2022, compared with the Company's two largest suppliers that collectively accounted for approximately $21 million, or 34%, as of December 31, 2021. Related Party Transactions The Company is party to the tax receivables agreement ("TRA") under which it has 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 is deemed to realize, as a result of certain transactions. During the three months ended March 31, 2022, payments of $0.2 million were made pursuant to the TRA. The Company paid $0.9 million during the three months ended March 31, 2022 to White Mountains related to settlement of state income tax refunds for periods prior to the Reorganization Transactions. The total amount reimbursable to White Mountains was $1.5 million as of March 31, 2022 and $2.3 million as of December 31, 2021. New Accounting Pronouncements Recently issued not yet adopted accounting pronouncements In March 2020 and January 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 Accounting Standards Codification (“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 does not expect the adoption of this standard to have a significant impact on its consolidated financial statements.

Disaggregation of Revenue

3 Months Ended

Mar. 31, 2022

Disaggregation of Revenue [Abstract]

Disaggregation of Revenue

Disaggregation of revenue

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


	Three months ended March 31,
(in thousands)	2022		2021
Revenue
Open marketplace transactions	$	138,096	$	169,348
Private marketplace transactions	4,503		4,240
Total	$	142,599	$	173,588

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


	Three months ended March 31,
(in thousands)	2022		2021
Revenue
Property & casualty insurance	$	87,454	$	125,541
Health insurance	42,109		35,896
Life insurance	7,067		7,953
Other (1)	5,969		4,198
Total	$	142,599	$	173,588

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

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and intangible assets

Goodwill and intangible assets consisted of:


	As of
		March 31, 2022						December 31, 2021
(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	$	(13,362)	$	11,678	$	25,040	$	(12,730)	$	12,310
Non-compete agreements	60	303		(277)		26		303		(268)		35
Domain names	60	1,224		(1,044)		180		1,224		(1,002)		222
Intangible assets		$	26,567	$	(14,683)	$	11,884	$	26,567	$	(14,000)	$	12,567
Goodwill	Indefinite	$	18,402	$	—	$	18,402	$	18,402	$	—	$	18,402

Amortization expense related to intangible assets amounted to $0.7 million for the three months ended March 31, 2022 and 2021. The Company has no accumulated impairment of goodwill.

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


	As of
	March 31, 2022				December 31, 2021
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance	$	18,402	$	12,567	$	18,402	$	15,551

Amortization	—		(683)		—		(2,984)
Ending balance	$	18,402	$	11,884	$	18,402	$	12,567

As of March 31, 2022, 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–Remaining Period	$	2,048
2023	2,388
2024	2,211
2025	2,028
2026	1,880
Thereafter	1,329
	$	11,884

Accrued Expenses

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses

Accrued expenses consisted of:


	As of
(in thousands)	March 31, 2022		December 31, 2021
Accrued payroll and related expenses	$	1,727	$	5,030
Accrued operating expenses	1,634		1,103
Other accrued expenses	6,651		7,583
Total accrued expenses	$	10,012	$	13,716

Long-term Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Long-term Debt

Long-term debt

On July 29, 2021, the Company entered into an amendment (the "First Amendment") to the 2020 Credit Agreement dated as of September 23, 2020, with 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.

Long-term debt consisted of the following:


	As of
(in thousands)	March 31, 2022		December 31, 2021
2021 Term Loan	$	187,625	$	190,000

Debt issuance costs	(3,007)		(3,201)
Total debt	$	184,618	$	186,799
Less: current portion, net of debt issuance costs of $760 and $770, respectively	(8,740)		(8,730)
Total long-term debt	$	175,878	$	178,069

As of March 31, 2022 and December 31, 2021, the Company had no outstanding amounts drawn on the 2021 Revolving Credit Facility.

The expected future principal payments for all borrowings as of March 31, 2022 was as follows:


(in thousands)	Contractual maturity

2022–Remaining Period	$	7,125
2023	9,500
2024	9,500
2025	9,500
2026	152,000
Debt and issuance costs	187,625
Unamortized debt issuance costs	(3,007)
Total debt	$	184,618

The Company incurred interest expense of $1.4 million and $2.3 million for the three months ended March 31, 2022 and 2021, respectively. Interest expense included $0.2 million and $0.3 million of amortization of debt issuance costs for the three months ended March 31, 2022 and 2021, respectively. Accrued interest was immaterial as of March 31, 2022 and $1.7 million as of December 31, 2021, 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
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-URI http://asc.fasb.org/topic&trid=2208564

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-Publisher FASB
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+ Details

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
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 March 31, 2022 and December 31, 2021, the Company did not have any contingency reserves established for any litigation liabilities.

Equity-based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Equity-based Compensation

Equity-based compensation

The Company’s equity-based compensation plans are fully described in Part II, Item 8 "Financial Statements and Supplementary Data—Note 9 to the Consolidated Financial Statements—Equity-based compensation plans" in the 2021 Annual Report on Form 10-K.

Equity-based compensation cost recognized for equity based awards outstanding during the three months ended March 31, 2022 and 2021 was as follows:


	Three months ended March 31,
(in thousands)	2022		2021
QLH Class B units	—		$	—
QLH restricted Class B-1 units	85		124
Restricted Class A shares	348		267
Restricted stock units	13,340		10,211
Total equity-based compensation	$	13,773	$	10,602

Equity-based compensation cost was allocated to the following expense categories in the consolidated statements of operations during the three months ended March 31, 2022 and 2021:


	Three months ended March 31,
(in thousands)	2022		2021
Cost of revenue	$	398	$	400
Sales and marketing	2,705		1,702
Product development	2,249		1,332
General and administrative	8,421		7,168
Total equity-based compensation	$	13,773	$	10,602

As of March 31, 2022, total unrecognized compensation cost related to unvested QLH restricted Class B-1 units, restricted Class A shares, and restricted stock units was $0.5 million, $1.6 million, and $117.5 million, respectively, which are expected to be recognized over weighted-average periods of 1.65 years, 1.62 years, and 2.56 years, respectively.

Stockholders' Equity (Deficit)	3 Months Ended
Stockholders' Equity (Deficit)	Mar. 31, 2022
Equity [Abstract]
Stockholders' Equity (Deficit)	Stockholders' Equity (Deficit) Share Repurchase Program On March 14, 2022, the Board of Directors approved a Share Repurchase Program ("Repurchase Program") that authorized the Company to repurchase up to $5.0 million of the Company’s Class A common stock from time to time in open market transactions at prevailing market prices or by other means in accordance with federal securities laws. The Company expects the repurchases to be made over the second and third quarters of 2022. The timing and amount of any share repurchases will be determined by the Company’s management based on their ongoing evaluation of market conditions, the Company’s capital needs, debt covenants and other factors. The share repurchases are considered spot repurchases with no obligation of the Company to repurchase a fixed number of shares and each will be accounted for as of the trade date with a corresponding liability. Any excess amount of the repurchase price over the par value of the shares of Class A common stock repurchased will be recorded as an adjustment to additional-paid-in capital. No shares of Class A common stock were repurchased during the three months ended March 31, 2022.

- 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.

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+ Details

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income taxes

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

The Company estimates the annual effective tax rate for the full year to be applied to actual year-to-date income (loss) and adds the tax effects of any discrete items in the reporting period in which they occur. The Company’s effective income tax rate was (13.1)% and 179.3% for the three months ended March 31, 2022 and 2021, respectively.

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


	Three months ended March 31,
(in thousands, except percentages)	2022			2021
(Loss) before income taxes	$	(8,705)		$	(203)
Income tax expense (benefit)	$	1,143		$	(364)
Effective Tax Rate	(13.1)		%	179.3		%

The Company's effective tax rate of (13.1)% for the three months ended March 31, 2022 differed from the U.S. federal statutory rate of 21%, due primarily to nondeductible equity-based compensation, losses associated with non-controlling interests not taxable to the Company, state taxes, and other nondeductible permanent items.

There were no material changes to the Company’s unrecognized tax benefits during the three months ended March 31, 2022, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year.

During the three months ended March 31, 2022, holders of Class B-1 units exchanged a total of 60,197 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 (the “Exchanges”). In connection with the Exchanges, the Company recognized an additional deferred tax asset of $0.2 million during the three months ended March 31, 2022 associated with the basis difference in its investment in QLH. As of March 31, 2022, the total deferred tax asset related to the basis difference in the Company's investment in QLH was $80.1 million. The Company also recognized $0.1 million of deferred tax assets for the three months ended March 31, 2022 related to additional tax basis increases generated from expected future payments under the Tax Receivable Agreement (“TRA”) and expected future deductions for imputed interest on such payments.

The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of March 31, 2022, there were no material changes to the Company's valuation allowance and the Company's assessment of the realizability of its deferred tax assets.

Tax Receivable Agreement

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

The Exchanges resulted in an increase in the tax basis of the Company's investment in QLH subject to the provisions of the TRA. The Company recognized an additional liability in the amount of $0.3 million for the TRA-related payments, representing 85% of the aggregate tax benefits it expects to realize from the increases in tax basis related to the redemption of Class B-1 units, after concluding it was probable that such TRA payments would be paid based on management's estimates of future taxable income.

During the three months ended March 31, 2022, the Company paid $0.2 million pursuant to the TRA. As of March 31, 2022, the total amount of payments expected to be paid under the TRA was $84.6 million, of which $2.8 million was included in accrued expenses on the Company's 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.

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+ Details

Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Earning (Loss) Per Share

Earnings (Loss) Per Share


	Three months ended March 31,
(in thousands except share data and per share amount)	2022		2021
Basic
Net (loss) income	$	(9,848)	$	161
Less: net (loss) attributable to non-controlling interest	(2,772)		(124)
Net (loss) income available for basic common shares	$	(7,076)	$	285
Weighted-average shares of Class A common stock outstanding - basic and diluted	40,847,941		33,136,632
(Loss) earnings per share of Class A common stock - basic	$	(0.17)	$	0.01


(in thousands except share data and per share amount)	Three Months Ended March 31, 2021
Diluted
Net income	$	161
Add: incremental tax benefits related to exchange of Class B-units	115
Net income available for diluted common shares	$	276
Weighted-average shares outstanding:
Class A common stock	33,136,632
Class B-1 units	25,048,775
Restricted Class A shares	3,028,209
Restricted stock units	949,774
Weighted-average shares of Class A common stock and potential Class A common stock	62,163,390
Earnings per share of Class A common stock - diluted	$	0.00

The Company’s potentially dilutive securities were not included in the calculation of diluted loss per share for the three months ended March 31, 2022 as the effect would be anti-dilutive. The following table summarizes the shares and units with a potentially dilutive impact:


			As of
			March 31, 2022
QLH Class B-1 Units			19,597,671
Restricted Class A Shares			416,725
Restricted stock units			6,659,182

Potential dilutive shares			26,673,578

Non-Controlling Interest	3 Months Ended
Non-Controlling Interest	Mar. 31, 2022
Noncontrolling Interest [Abstract]
Non-Controlling Interest	Non-Controlling Interest In 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 Class B-1 units, substantially all of which are held by Insignia and the Senior Executives. During the three months ended March 31, 2022, holders of Class B-1 units exchanged 60,197 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 March 31, 2022, the holders of the non-controlling interests owned 31.8%, with the remaining 68.2% owned by MediaAlpha, Inc. As of December 31, 2021, the holders of the non-controlling interests owned 32.1%, with the remaining 67.9% owned by MediaAlpha, Inc.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent eventsOn February 24, 2022, the Company entered into the Asset Purchase Agreement (as amended, the “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 Company closed the transaction on April 1, 2022. The purchase price for the acquisition was $50 million in cash at closing, adjusted for any working capital adjustments as set forth in the Agreement, plus up to an additional $20 million of contingent cash consideration based on CHT’s achievement of revenue and profitability targets over the next two years. The Company funded the transaction in part by drawing $25 million under the 2021 Revolving Credit Facility and the balance from cash on hand as of the closing.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of the Company as of and for the periods presented have been included. The December 31, 2021 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2021 Annual Report on Form 10-K.
Revisions to previously issued consolidated financial statements	Revisions to previously issued consolidated financial statements On December 31, 2021 the Company adopted ASU 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 connection with the adoption, quarterly amounts presented in our prior Form 10-Q were revised. The impact of the adjustments was immaterial to the Company's consolidated financial statements.
Impact of COVID-19	Impact of COVID-19 The COVID-19 pandemic continues to impact the United States and many countries around the world as new strains of the virus are found. 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.
Accounts receivable	Accounts receivable The Company estimates expected credit losses based on collection history and management’s assessment of the current economic trends, business environment, customers’ financial condition, accounts receivable aging and any customer disputes that may impact the level of future credit losses. Accounts receivable are net of allowances for credit losses of $0.5 million and $0.6 million as of March 31, 2022 and December 31, 2021, respectively.
Concentrations of credit risk and of significant customers and suppliers	Concentrations of credit risk and of significant customers and suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts, and believes it is not exposed to unusual credit risk beyond the normal credit risk in this area based on the financial strength of the institutions with which the Company maintains its deposits. The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivable, and recording allowances for credit losses. Customer concentrations consisted of one customer that accounted for approximately $19 million, or 13%, of revenue for the three months ended March 31, 2022, compared with three customers that collectively accounted for approximately $68 million, or 39%, of revenue for the three months ended March 31, 2021. There were no customers that accounted for more than 10% of the Company's accounts receivable as of March 31, 2022, compared with the Company's largest customer that accounted for approximately $7 million, or 10%, as of December 31, 2021. The Company’s supplier concentration can expose the Company to business risks. For the three months ended March 31, 2022, the Company had one supplier that accounted for approximately $14 million, or 11%, of total purchases, compared with two suppliers that collectively accounted for approximately $32 million, or 21%, of total purchases for the three months ended March 31, 2021. The Company's largest supplier accounted for approximately $8 million, or 15%, of total accounts payable as of March 31, 2022, compared with the Company's two largest suppliers that collectively accounted for approximately $21 million, or 34%, as of December 31, 2021.
New Accounting Pronouncements	New Accounting Pronouncements Recently issued not yet adopted accounting pronouncements In March 2020 and January 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 Accounting Standards Codification (“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 does not expect the adoption of this standard to have a significant impact on its consolidated financial statements.

Disaggregation of Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Disaggregation of Revenue [Abstract]

Summary of Disaggregation of Revenue

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


	Three months ended March 31,
(in thousands)	2022		2021
Revenue
Open marketplace transactions	$	138,096	$	169,348
Private marketplace transactions	4,503		4,240
Total	$	142,599	$	173,588

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


	Three months ended March 31,
(in thousands)	2022		2021
Revenue
Property & casualty insurance	$	87,454	$	125,541
Health insurance	42,109		35,896
Life insurance	7,067		7,953
Other (1)	5,969		4,198
Total	$	142,599	$	173,588

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

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill and Intangible Assets

Goodwill and intangible assets consisted of:


	As of
		March 31, 2022						December 31, 2021
(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	$	(13,362)	$	11,678	$	25,040	$	(12,730)	$	12,310
Non-compete agreements	60	303		(277)		26		303		(268)		35
Domain names	60	1,224		(1,044)		180		1,224		(1,002)		222
Intangible assets		$	26,567	$	(14,683)	$	11,884	$	26,567	$	(14,000)	$	12,567
Goodwill	Indefinite	$	18,402	$	—	$	18,402	$	18,402	$	—	$	18,402

Summary of Change in Goodwill and Intangible Assets

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


	As of
	March 31, 2022				December 31, 2021
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance	$	18,402	$	12,567	$	18,402	$	15,551

Amortization	—		(683)		—		(2,984)
Ending balance	$	18,402	$	11,884	$	18,402	$	12,567

Summary of Future Amortization Expense on Identifiable Intangible Assets

As of March 31, 2022, 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–Remaining Period	$	2,048
2023	2,388
2024	2,211
2025	2,028
2026	1,880
Thereafter	1,329
	$	11,884

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Summary of Accrued Expenses

Accrued expenses consisted of:


	As of
(in thousands)	March 31, 2022		December 31, 2021
Accrued payroll and related expenses	$	1,727	$	5,030
Accrued operating expenses	1,634		1,103
Other accrued expenses	6,651		7,583
Total accrued expenses	$	10,012	$	13,716

Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:


	As of
(in thousands)	March 31, 2022		December 31, 2021
2021 Term Loan	$	187,625	$	190,000

Debt issuance costs	(3,007)		(3,201)
Total debt	$	184,618	$	186,799
Less: current portion, net of debt issuance costs of $760 and $770, respectively	(8,740)		(8,730)
Total long-term debt	$	175,878	$	178,069

Schedule of Expected Future Principal Payments for Borrowings

The expected future principal payments for all borrowings as of March 31, 2022 was as follows:


(in thousands)	Contractual maturity

2022–Remaining Period	$	7,125
2023	9,500
2024	9,500
2025	9,500
2026	152,000
Debt and issuance costs	187,625
Unamortized debt issuance costs	(3,007)
Total debt	$	184,618

- 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 (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Summary of Equity-based Compensation Cost Recognized

Equity-based compensation cost recognized for equity based awards outstanding during the three months ended March 31, 2022 and 2021 was as follows:


	Three months ended March 31,
(in thousands)	2022		2021
QLH Class B units	—		$	—
QLH restricted Class B-1 units	85		124
Restricted Class A shares	348		267
Restricted stock units	13,340		10,211
Total equity-based compensation	$	13,773	$	10,602

Schedule of Equity-based Compensation Expense

Equity-based compensation cost was allocated to the following expense categories in the consolidated statements of operations during the three months ended March 31, 2022 and 2021:


	Three months ended March 31,
(in thousands)	2022		2021
Cost of revenue	$	398	$	400
Sales and marketing	2,705		1,702
Product development	2,249		1,332
General and administrative	8,421		7,168
Total equity-based compensation	$	13,773	$	10,602

Income Taxes (Tables)

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Summary of Our Income Tax Expense (Benefit)

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


	Three months ended March 31,
(in thousands, except percentages)	2022			2021
(Loss) before income taxes	$	(8,705)		$	(203)
Income tax expense (benefit)	$	1,143		$	(364)
Effective Tax Rate	(13.1)		%	179.3		%

Earnings (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Summary of Calculation of Basic and Diluted Net Loss Per Share


	Three months ended March 31,
(in thousands except share data and per share amount)	2022		2021
Basic
Net (loss) income	$	(9,848)	$	161
Less: net (loss) attributable to non-controlling interest	(2,772)		(124)
Net (loss) income available for basic common shares	$	(7,076)	$	285
Weighted-average shares of Class A common stock outstanding - basic and diluted	40,847,941		33,136,632
(Loss) earnings per share of Class A common stock - basic	$	(0.17)	$	0.01


(in thousands except share data and per share amount)	Three Months Ended March 31, 2021
Diluted
Net income	$	161
Add: incremental tax benefits related to exchange of Class B-units	115
Net income available for diluted common shares	$	276
Weighted-average shares outstanding:
Class A common stock	33,136,632
Class B-1 units	25,048,775
Restricted Class A shares	3,028,209
Restricted stock units	949,774
Weighted-average shares of Class A common stock and potential Class A common stock	62,163,390
Earnings per share of Class A common stock - diluted	$	0.00

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


			As of
			March 31, 2022
QLH Class B-1 Units			19,597,671
Restricted Class A Shares			416,725
Restricted stock units			6,659,182

Potential dilutive shares			26,673,578

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Significant Accounting Policies [Line Items]
Accounts receivable, allowance for credit losses	$ 464		$ 609
Revenue	142,599	$ 173,588
Accounts receivable	61,163		76,094
Total purchases	120,881	147,180
Accounts payable	51,509		61,770
Paid to related party	900
Amount reimbursable to related party	$ 1,500		$ 2,300
Tax Receivables Agreement
Significant Accounting Policies [Line Items]
Related party transaction rate (as a percent)	85.00%
Paid to related party	$ 200
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Top One Customer
Significant Accounting Policies [Line Items]
Revenue	$ 19,000
Concentration risk percentage	13.00%
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Top Three Customer
Significant Accounting Policies [Line Items]
Revenue		$ 68,000
Concentration risk percentage		39.00%
Customer Concentration Risk \| Accounts Receivable \| Top One Customer
Significant Accounting Policies [Line Items]
Concentration risk percentage			10.00%
Accounts receivable			$ 7,000
Supplier Concentration Risk \| Purchases \| Top One Supplier
Significant Accounting Policies [Line Items]
Concentration risk percentage	11.00%
Total purchases	$ 14,000
Supplier Concentration Risk \| Purchases \| Top Two Suppliers
Significant Accounting Policies [Line Items]
Concentration risk percentage		21.00%
Total purchases		$ 32,000
Supplier Concentration Risk \| Accounts Payable Benchmark \| Top One Supplier
Significant Accounting Policies [Line Items]
Concentration risk percentage	15.00%
Accounts payable	$ 8,000
Supplier Concentration Risk \| Accounts Payable Benchmark \| Top Two Suppliers
Significant Accounting Policies [Line Items]
Concentration risk percentage			34.00%
Accounts payable			$ 21,000

Disaggregation of Revenue - Summary of Disaggregation of Revenue by Transaction Model (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 142,599	$ 173,588
Open marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	138,096	169,348
Private marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	$ 4,503	$ 4,240

- 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
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-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 30
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-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Disaggregation of Revenue - Summary of Disaggregation of Revenue by Product Vertical (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 142,599	$ 173,588
Property & casualty insurance
Disaggregation of Revenue [Line Items]
Revenue	87,454	125,541
Health insurance
Disaggregation of Revenue [Line Items]
Revenue	42,109	35,896
Life insurance
Disaggregation of Revenue [Line Items]
Revenue	7,067	7,953
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 5,969	$ 4,198

- Definition

+ References

+ Details

Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	$ 26,567	$ 26,567
Accumulated amortization	(14,683)	(14,000)
Net carrying amount	11,884	12,567	$ 15,551
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	(13,362)	(12,730)
Net carrying amount	$ 11,678	12,310
Non-compete agreements
Goodwill And Intangible Assets [Line Items]
Useful life (months)	60 months
Gross carrying amount	$ 303	303
Accumulated amortization	(277)	(268)
Net carrying amount	$ 26	35
Domain names
Goodwill And Intangible Assets [Line Items]
Useful life (months)	60 months
Gross carrying amount	$ 1,224	1,224
Accumulated amortization	(1,044)	(1,002)
Net carrying amount	$ 180	$ 222

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 683,000	$ 746,000	$ 2,984,000
Accumulated impairment of goodwill	$ 0

Goodwill and Intangible Assets - Summary of Change in Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Goodwill
Beginning balance	$ 18,402	$ 18,402	$ 18,402
Ending balance	18,402		18,402
Intangible assets
Beginning balance	12,567	15,551	15,551
Amortization	(683)	$ (746)	(2,984)
Ending balance	$ 11,884		$ 12,567

Goodwill and Intangible Assets - Summary of Future Amortization Expense on Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022 - Remaining Period	$ 2,048
2023	2,388
2024	2,211
2025	2,028
2026	1,880
Thereafter	1,329
Net carrying amount	$ 11,884	$ 12,567	$ 15,551

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued payroll and related expenses	$ 1,727	$ 5,030
Accrued operating expenses	1,634	1,103
Other accrued expenses	6,651	7,583
Total accrued expenses	$ 10,012	$ 13,716

Long-term Debt - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Jul. 29, 2021
Debt Instrument [Line Items]
Existing term loans outstanding	$ 184,618,000		$ 186,799,000
Interest expense	1,400,000	$ 2,300,000
Amortization of deferred debt issuance costs	209,000	$ 345,000
Accrued interest	0		1,700,000
2021 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Aggregate principal amount				$ 190,000,000
2021 Credit Facilities \| Revolving Credit Facility \| Line of credit
Debt Instrument [Line Items]
Revolving line of credit				50,000,000
Outstanding amount drawn under revolving credit facility	$ 0		$ 0
2020 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Existing term loans outstanding				$ 186,400,000

Long-term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt issuance costs	$ (3,007)	$ (3,201)
Total debt	184,618	186,799
Debt issuance costs	760	770
Current portion of long-term debt	(8,740)	(8,730)
Total long-term debt	175,878	178,069
Term loan \| 2021 Credit Facilities
Debt Instrument [Line Items]
Long-term debt	$ 187,625	$ 190,000

- Definition

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

+ References + Details

Long-term Debt - Schedule of Expected Future Principal Payments for Borrowings (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Long-term Debt, Fiscal Year Maturity [Abstract]
2022–Remaining Period	$ 7,125
2023	9,500
2024	9,500
2025	9,500
2026	152,000
Debt and issuance costs	187,625
Unamortized debt issuance costs	(3,007)	$ (3,201)
Long term debt	$ 184,618	$ 186,799

- Definition

+ References + Details

Commitments and Contingencies - Additional Information (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Contingency reserves for litigation liabilities	$ 0	$ 0

Equity-based Compensation - Summary of Equity-based Compensation Cost Recognized (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 13,773	$ 10,602
QLH Class B units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	0	0
QLH restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	85	124
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	348	267
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 13,340	$ 10,211

Equity-based Compensation - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 13,773	$ 10,602
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	398	400
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	2,705	1,702
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	2,249	1,332
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 8,421	$ 7,168

Equity-based Compensation - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
QLH restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 0.5
Weighted average period of recognition	1 year 7 months 24 days
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 1.6
Weighted average period of recognition	1 year 7 months 13 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 117.5
Weighted average period of recognition	2 years 6 months 21 days

Stockholders' Equity (Deficit) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 14, 2022
Equity [Abstract]
Amount of shares authorized to be repurchased		$ 5.0
Shares repurchased (in shares)	0

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Effective income tax rate	(13.10%)	179.30%
Statutory federal tax rate	21.00%
Conversion of stock (in shares)	60,197
Deferred tax assets	$ 200
Deferred tax assets related to additional tax basis increases generated from expected future payments under TR	100
Paid to related party	900
Liabilities under tax receivables agreement, net of current portion	81,850		$ 85,027
Tax Receivables Agreement
Income Tax Disclosure [Line Items]
Increase in liabilities under tax receivable agreement	$ 300
Percentage of additional liability of the aggregate tax benefits	85.00%
Paid to related party	$ 200
Liabilities under tax receivables agreement, net of current portion	84,600
Tax Receivables Agreement \| Accrued Expenses
Income Tax Disclosure [Line Items]
Liabilities under tax receivables agreement, net of current portion	2,800
QLH
Income Tax Disclosure [Line Items]
Deferred tax assets	$ 80,100

Income Taxes - Summary of Our Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
(Loss) before income taxes	$ (8,705)	$ (203)
Income tax expense (benefit)	$ 1,143	$ (364)
Effective Tax Rate	(13.10%)	179.30%

- Definition

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

+ References + Details

Earnings (Loss) Per Share - Summary of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Basic
Net (loss) income	$ (9,848)	$ 161
Less: net (loss) attributable to non-controlling interest	(2,772)	(124)
Net (loss) income available for basic common shares	$ (7,076)	$ 285
Weighted-average shares of Class A common stock outstanding - Basic (in shares)	40,847,941	33,136,632
(Loss) earnings per share of Class A common stock - Basic (in dollars per share)	$ (0.17)	$ 0.01
Diluted
Net (loss) income	$ (9,848)	$ 161
Add: incremental tax benefits related to exchange of Class B-units		115
Net income available for diluted common shares		$ 276
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	40,847,941	62,163,390
Earnings per share of Class A common stock - Diluted (in dollars per share)	$ (0.17)	$ 0.00
Restricted stock units
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)		949,774
Restricted Class A shares
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)		3,028,209
Class A Common Stock and Potential Class A Common Stock
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)		62,163,390
Class A Common
Basic
Weighted-average shares of Class A common stock outstanding - Basic (in shares)	40,847,941	33,136,632
(Loss) earnings per share of Class A common stock - Basic (in dollars per share)	$ (0.17)	$ 0.01
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	40,847,941	33,136,632
Earnings per share of Class A common stock - Diluted (in dollars per share)		$ 0.00
Class B-1 Units
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)		25,048,775

Earnings (Loss) Per Share- Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details)	3 Months Ended
	Mar. 31, 2022 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	26,673,578
QLH Class B-1 Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	19,597,671
Restricted Class A shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	416,725
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	6,659,182

Non-Controlling Interest - Additional Information (Details) - shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Noncontrolling Interest [Line Items]
Conversion of stock (in shares)	60,197
QLH
Noncontrolling Interest [Line Items]
Non-controlling interests owned	68.20%	67.90%
QLH \| QLH Class B-1 Unitholders
Noncontrolling Interest [Line Items]
Remaining non-controlling interests owned	31.80%	32.10%

Subsequent Events (Details) - USD ($) $ in Thousands			3 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	Apr. 01, 2022	Feb. 24, 2022	Mar. 31, 2022	Mar. 31, 2021
Subsequent Event [Line Items]
Cash payments for asset acquisition			$ 40	$ 69
Customer Helper Team, LLC
Subsequent Event [Line Items]
Cash payments for asset acquisition		$ 50,000
Contingent payments		$ 20,000
Contingent consideration period (in years)		2 years
Customer Helper Team, LLC \| Revolving Credit Facility \| 2021 Credit Facilities \| Line of credit \| Subsequent Event
Subsequent Event [Line Items]
Revolving line of credit	$ 25,000