0001818383-21-000157 | 10-Q | XBRL Viewer

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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2021	Oct. 29, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-39671
Entity Registrant Name	MediaAlpha, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1854133
Entity Address, Address Line One	700 South Flower Street
Entity Address, Address Line Two	Suite 640
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90017
City Area Code	213
Local Phone Number	316-6256
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	MAX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Small Business	false
Entity Ex Transition Period	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001818383
Current Fiscal Year End Date	--12-31
Class A Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		39,402,430
Class B Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		20,750,082

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 29,301	$ 23,554
Accounts receivable, net of allowance for credit losses of $602 and $438, respectively	71,305	96,295
Prepaid expenses and other current assets	3,959	7,950
Total current assets	104,565	127,799
Property and equipment, net	1,060	762
Intangible assets, net	13,313	15,551
Goodwill	18,402	18,402
Deferred tax asset	92,348	31,613
Other assets	15,819	16,210
Total assets	245,507	210,337
Current liabilities
Accounts payable	44,213	98,249
Accrued expenses	7,437	9,206
Current portion of long-term debt	6,345	0
Total current liabilities	57,995	107,455
Long-term debt, net of current portion	180,254	182,668
Liabilities under tax receivable agreement, net of current portion	77,272	22,498
Other long-term liabilities	2,907	2,834
Total liabilities	318,428	315,455
Commitments and contingencies
Stockholders' (deficit):
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020	0	0
Additional paid-in capital	407,745	384,611
Accumulated Deficit	(422,631)	(418,973)
Total stockholders' (deficit) attributable to MediaAlpha, Inc.	(14,284)	(33,773)
Non-controlling interest	(58,637)	(71,345)
Total stockholders' (deficit)	(72,921)	(105,118)
Total liabilities and stockholders' deficit	245,507	210,337
Class A Common
Stockholders' (deficit):
Common stock	394	334
Class B Common
Stockholders' (deficit):
Common stock	$ 208	$ 255

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenue	$ 152,749	$ 151,548	$ 483,690	$ 394,609
Cost and operating expenses
Cost of revenue	128,080	130,830	407,563	335,692
Sales and marketing	5,620	2,916	16,721	8,866
Product development	3,754	1,766	10,904	5,482
General and administrative	15,349	7,605	44,677	13,907
Total cost and operating expenses	152,803	143,117	479,865	363,947
(Loss) income from operations	(54)	8,431	3,825	30,662
Other expenses, net	316	1,998	337	1,998
Interest expense	1,765	1,594	6,303	4,844
Total other expense	2,081	3,592	6,640	6,842
(Loss) income before income taxes	(2,135)	4,839	(2,815)	23,820
Income tax expense	2,125	20	1,636	20
Net (loss) income	(4,260)	4,819	(4,451)	23,800
Net (loss) attributable to non-controlling interest	(733)	0	(1,021)	0
Net (loss) attributable to MediaAlpha, Inc.	$ (3,527)	$ 0	$ (3,430)	$ 0
Net (loss) per share of Class A common stock
Basic (in dollars per share)	$ (0.09)	$ 0	$ (0.09)	$ 0
Diluted (in dollars per share)	$ (0.10)	$ 0	$ (0.09)	$ 0
Weighted average shares of Class A common stock outstanding
Basic (in shares)	38,416,723	0	36,426,270	0
Diluted (in shares)	61,190,185	0	36,426,270	0
QL Holdings LLC
Cost and operating expenses
Net (loss) income	$ 0	$ 4,819	$ 0	$ 23,800

Consolidated Statements of Redeemable Class A Units, Members' Deficit, and Stockholders' Deficit - USD ($) $ in Thousands	Total	Redeemable Class A	Members' Equity	Common Stock Class A common stock	Common Stock Class B common stock	Additional Paid-In- Capital	Accumulated deficit	Non- Controlling Interest
Beginning balance (in shares) at Dec. 31, 2019		284,211
Beginning balance at Dec. 31, 2019		$ 74,097
Increase (Decrease) in Temporary Equity [Roll Forward]
Remeasurement of redeemable Class A units	$ (20,342)	$ 20,342					$ (20,342)
Ending balance (in shares) at Mar. 31, 2020		284,211
Ending balance at Mar. 31, 2020		$ 94,439
Beginning balance (in shares) at Dec. 31, 2019				0	0
Beginning balance at Dec. 31, 2019	(113,596)		$ 79,547	$ 0	$ 0	$ 0	(193,143)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B repurchased	(1,952)						(1,952)
Equity-based compensation	1,266		1,266
Net income	8,835						8,835
Ending balance (in shares) at Mar. 31, 2020				0	0
Ending balance at Mar. 31, 2020	(125,789)		80,813	$ 0	$ 0	0	(206,602)	0
Beginning balance (in shares) at Dec. 31, 2019		284,211
Beginning balance at Dec. 31, 2019		$ 74,097
Ending balance (in shares) at Sep. 30, 2020		284,211
Ending balance at Sep. 30, 2020		$ 181,066
Beginning balance (in shares) at Dec. 31, 2019				0	0
Beginning balance at Dec. 31, 2019	(113,596)		79,547	$ 0	$ 0	0	(193,143)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	23,800
Ending balance (in shares) at Sep. 30, 2020				0	0
Ending balance at Sep. 30, 2020	(327,680)		82,100	$ 0	$ 0	0	(409,780)	0
Beginning balance (in shares) at Mar. 31, 2020		284,211
Beginning balance at Mar. 31, 2020		$ 94,439
Increase (Decrease) in Temporary Equity [Roll Forward]
Remeasurement of redeemable Class A units	(86,627)	$ 86,627					(86,627)
Ending balance (in shares) at Jun. 30, 2020		284,211
Ending balance at Jun. 30, 2020		$ 181,066
Beginning balance (in shares) at Mar. 31, 2020				0	0
Beginning balance at Mar. 31, 2020	(125,789)		80,813	$ 0	$ 0	0	(206,602)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B repurchased	(292)						(292)
Equity-based compensation	681		681
Members' distributions	(10,527)						(10,527)
Net income	10,146						10,146
Ending balance (in shares) at Jun. 30, 2020				0	0
Ending balance at Jun. 30, 2020	(212,408)		81,494	$ 0	$ 0	0	(293,902)	0
Ending balance (in shares) at Sep. 30, 2020		284,211
Ending balance at Sep. 30, 2020		$ 181,066
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	606		606
Members' distributions	(120,697)						(120,697)
Net income (loss)	4,819
Net income	4,819						4,819
Ending balance (in shares) at Sep. 30, 2020				0	0
Ending balance at Sep. 30, 2020	(327,680)		$ 82,100	$ 0	$ 0	0	(409,780)	0
Beginning balance (in shares) at Dec. 31, 2020				33,371,056	25,536,043
Beginning balance at Dec. 31, 2020	(105,118)			$ 334	$ 255	384,611	(418,973)	(71,345)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	6,190					6,190
Exchange of non-controlling interest for Class A common stock (in shares)				4,457,796	(4,457,796)
Exchange of non-controlling interest for Class A common stock	0			$ 45	$ (45)	(12,716)		12,716
Vesting of restricted stock units (in shares)				444,030
Vesting of restricted stock units	0			$ 4		(4)
Equity- based compensation, net of forfeitures (in shares)				(58,608)
Equity-based compensation, net of forfeitures	10,602			$ (1)		10,479		124
Tax withholding on vesting of restricted stock units	(1,276)					(1,276)
Net income (loss)	177						294	(117)
Ending balance (in shares) at Mar. 31, 2021				38,214,274	21,078,247
Ending balance at Mar. 31, 2021	(89,425)			$ 382	$ 210	387,284	(418,679)	(58,622)
Beginning balance (in shares) at Dec. 31, 2020				33,371,056	25,536,043
Beginning balance at Dec. 31, 2020	(105,118)			$ 334	$ 255	384,611	(418,973)	(71,345)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(4,451)
Ending balance (in shares) at Sep. 30, 2021				39,363,998	20,822,002
Ending balance at Sep. 30, 2021	(72,921)			$ 394	$ 208	407,745	(422,631)	(58,637)
Beginning balance (in shares) at Mar. 31, 2021				38,214,274	21,078,247
Beginning balance at Mar. 31, 2021	(89,425)			$ 382	$ 210	387,284	(418,679)	(58,622)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	54					54
Exchange of non-controlling interest for Class A common stock (in shares)				37,248	(37,248)
Exchange of non-controlling interest for Class A common stock	0					(106)		106
Vesting of restricted stock units (in shares)				458,262
Vesting of restricted stock units	0			$ 5		(5)
Equity-based compensation, net of forfeitures	11,521					11,381		140
Tax withholding on vesting of restricted stock units	(898)					(898)
Distribution to non-controlling interests	(110)							(110)
Net income (loss)	(368)						(197)	(171)
Ending balance (in shares) at Jun. 30, 2021				38,709,784	21,040,999
Ending balance at Jun. 30, 2021	(79,226)			$ 387	$ 210	397,710	(418,876)	(58,657)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	203					203
Exchange of non-controlling interest for Class A common stock (in shares)				218,997	(218,997)
Exchange of non-controlling interest for Class A common stock	0			$ 2	$ (2)	(624)		624
Vesting of restricted stock units (in shares)				454,991
Vesting of restricted stock units	0			$ 5		(5)
Members' distributions	(228)						(228)
Equity- based compensation, net of forfeitures (in shares)				(19,774)
Equity-based compensation, net of forfeitures	11,198					11,069		129
Tax withholding on vesting of restricted stock units	(608)					(608)
Net income (loss)	(4,260)						(3,527)	(733)
Ending balance (in shares) at Sep. 30, 2021				39,363,998	20,822,002
Ending balance at Sep. 30, 2021	$ (72,921)			$ 394	$ 208	$ 407,745	$ (422,631)	$ (58,637)

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Cash flows from operating activities
Net income (loss)	$ (4,260)	$ 177	$ 4,819	$ (4,451)	$ 23,800
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Non-cash equity-based compensation expense				33,321	1,762
Depreciation expense on property and equipment				272	210
Amortization of intangible assets	700		800	2,238	2,402	$ 3,201
Amortization of deferred debt issuance costs	300		100	966	334
Loss on extinguishment of debt				0	1,998
Credit losses				136	356
Deferred taxes				1,195	0
Tax receivable agreement liability adjustments				(604)	0
Changes in operating assets and liabilities:
Accounts receivable				24,854	(7,428)
Prepaid expenses and other current assets				4,191	(147)
Other assets				391	(11,665)
Accounts payable				(54,033)	21,242
Accrued expenses				(1,800)	6,436
Net cash provided by operating activities				6,676	39,300
Cash flows from investing activities
Purchases of property and equipment				(568)	(156)
Purchase of cost method investment				0	(10,000)
Net cash (used in) investing activities				(568)	(10,156)
Cash flows from financing activities
Revolving line of credit				0	7,500
Repayments on revolving line of credit				0	(7,500)
Proceeds from issuance of long-term debt				190,000	210,000
Repayments on long-term debt				(186,375)	(100,023)
Payments of debt issuance costs				(866)	(4,467)
Repurchase of Class B units at QLH up to fair value				0	(1,453)
Distributions				(338)	(131,224)
Shares withheld for taxes on vesting of restricted stock units				(2,782)	0
Net cash (used in) financing activities				(361)	(27,167)
Net increase in cash and cash equivalents				5,747	1,977
Cash and cash equivalents, beginning of period		$ 23,554		23,554	10,028	10,028
Cash and cash equivalents, end of period	$ 29,301		$ 12,005	29,301	12,005	$ 23,554
Supplemental disclosures of cash flow information
Interest				5,567	4,503
Redemption of Class B units of QLH in excess of fair value				0	791
Non-cash Investing and Financing Activities:
Establishment of liabilities under the tax receivable agreement				(55,034)	0
Establishment of deferred tax assets				$ (61,929)	$ 0

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Accounts receivable, allowance for credit losses	$ 602	$ 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)	39,400,000	33,400,000
Common stock, outstanding (in shares)	39,400,000	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)	20,800,000	25,500,000
Common stock, outstanding (in shares)	20,800,000	25,500,000

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of significant accounting policies The Company's significant accounting policies are included in the 2020 Annual Report on Form 10-K and did not materially change during the nine months ended September 30, 2021. Basis of presentation The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of the Company as of and for the periods presented have been included. The December 31, 2020 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2020 Annual Report on Form 10-K. Impact of COVID-19 The COVID-19 pandemic continues to impact the United States and many countries around the world as new strains of the virus are found. The outbreak and government measures taken in response have had a significant impact, both direct and indirect, on businesses and commerce. The future progression of the pandemic and its effects on the Company's business and operations are uncertain, and management is unable to estimate the full impact currently. The Company's Travel vertical has experienced a decline in revenue 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 three months ended September 30, 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, and the duration and extent of this impact are difficult to estimate beyond the current year. The Company continues to monitor the potential impact of the COVID-19 pandemic on its business, results of operations and financial condition. To date, the Company has not experienced material business disruptions or incurred impairment losses in the carrying values of its assets as result of the pandemic, and management is not aware of any specific related event or circumstance that would require the Company to revise the estimates reflected in these consolidated financial statements. The extent to which the COVID-19 pandemic will further impact the Company's business, results of operations and financial condition will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related effects. Accounts receivable The Company estimates expected credit losses based on collection history and management’s assessment of the current economic trends, business environment, customers’ financial condition, accounts receivable aging and any customer disputes that may impact the level of future credit losses. Accounts receivable are net of allowances for credit losses of $0.6 million and $0.4 million as of September 30, 2021 and December 31, 2020, respectively. Concentrations of credit risk and of significant customers and suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts, and believes it is not exposed to unusual credit risk beyond the normal credit risk in this area based on the financial strength of the institutions with which the Company maintains its deposits. The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivable, and recording allowances for credit losses. Customer concentrations consisted of two customers that accounted for approximately $46 million, or 30%, and $141 million, or 29%, of revenue for the three and nine months ended September 30, 2021, respectively, and one customer that accounted for approximately $46 million, or 30%, and $102 million, or 26%, of revenue for the three and nine months ended September 30, 2020, respectively. The Company's two largest customers accounted for approximately $20 million, or 28%, and $33 million, or 35%, of its accounts receivable as of September 30, 2021 and December 31, 2020, respectively. The Company’s supplier concentration can expose the Company to business risks. For the three months ended September 30, 2021, the Company had one supplier that accounted for approximately $13 million, or 10%, of total purchases, and for the nine months ended September 30, 2021, the Company had no supplier that accounted for more than 10% of total purchases. For the three and nine months ended September 30, 2020, the Company had two suppliers that collectively accounted for approximately $34 million, or 25%, and $71 million, or 20%, of total purchases, respectively. The Company had one large supplier that accounted for approximately $7 million, or 16%, of total accounts payable as of September 30, 2021 and two large suppliers that collectively accounted for approximately $25 million, or 25%, of total accounts payable as of December 31, 2020. New Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act, or the JOBS Act, allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable with the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. As of June 30, 2021, the Company determined that, as of December 31, 2021, it will become a large accelerated filer under Rule 12b-2 of the Securities Exchange Act of 1934, as amended ("the Exchange Act") and will no longer be classified as an emerging growth company. Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326), which changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. This update replaces the existing incurred loss impairment model with an expected loss model (referred to as the Current Expected Credit Loss model, or "CECL"). The Company early adopted ASU 2016-13 and its related amendments, as applicable, on January 1, 2021. The adoption of this new accounting guidance did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The ASU aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40. Costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post implementation stages are expensed as the activities are performed. ASU 2018-15 is effective annual reporting periods beginning after December 15, 2020 and the interim periods within annual periods beginning after December 15, 2021, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company adopted this ASU using prospective transition as of January 1, 2021. The adoption of the new accounting guidance did not have a material impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 for public companies and for fiscal years beginning after December 15, 2021 for all other entities and early adoption is permitted. The Company early adopted this ASU on January 1, 2021 and the adoption did not have a material impact on the Company's consolidated financial statements. Recently issued not yet adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-2, Leases (ASC 842) (“ASU 2016-2”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. The new guidance requires lessees to recognize 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 will adopt this accounting guidance with its annual reporting for its fiscal year ending December 31, 2021 as it will be designated a large accelerated filer as of that date. The Company expects to adopt this guidance using the optional transition method permitted by ASU 2018-11 and prior periods will not be 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 does not intend to use hindsight during the transition. The new lease accounting standard also provides practical expedients for an entity’s ongoing accounting. The Company expects to make an accounting policy election to not recognize ROU assets and lease liabilities that arise from short-term leases. The Company also expects to elect the practical expedient to not separate lease and non-lease components for all leases. The Company does not expect the adoption of the new guidance to have a material impact on the total assets and liabilities reported on the Company’s consolidated balance sheet as of January 1, 2021 and estimates its ROU assets and lease liabilities balances will be within the range of $2.8 million to $3.1 million and $2.9 million to $3.3 million, respectively. These estimated ranges are based on the Company’s current lease portfolio and changes to the lease portfolio, such as the total number of leases, lease commencement and end dates and lease termination expectations, as well as changes to estimated lease discount rates could impact these estimated ranges. The Company does not expect that the adoption of this new guidance will have a material impact on the Company’s results of operations, cash flows or liquidity, or the Company’s covenant compliance under its existing credit agreement. 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

9 Months Ended

Sep. 30, 2021

Disaggregation of Revenue [Abstract]

Disaggregation of Revenue

Disaggregation of revenue

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


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Revenue
Open marketplace transactions	$	147,800	$	148,240	$	469,670	$	386,224
Private marketplace transactions	4,949		3,308		14,020		8,385
Total	$	152,749	$	151,548	$	483,690	$	394,609

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


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Revenue
Property & casualty insurance	$	105,104	$	114,132	$	339,981	$	274,822
Health insurance	34,053		27,343		103,637		81,420
Life insurance	7,489		7,392		22,921		24,265
Other (1)	6,103		2,681		17,151		14,102
Total	$	152,749	$	151,548	$	483,690	$	394,609

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

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
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+ Details

Property and Equipment

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment

Property and equipment consisted of the following:


	As of
(in thousands)	September 30, 2021		December 31, 2020
Leasehold improvements	$	1,255	$	918
Furniture and fixtures	388		318
Computers	523		360
Property and equipment, gross	2,166		1,596
Less: Accumulated depreciation	(1,106)		(834)
Property and equipment, net	$	1,060	$	762

Depreciation expense related to property and equipment totaled $0.1 million for the three months ended September 30, 2021 and 2020, respectively, and $0.3 million and $0.2 million for the nine months ended September 30, 2021 and 2020, respectively.

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and intangible assets

Goodwill and intangible assets consisted of:


	As of
	September 30, 2021							December 31, 2020
(in thousands)	Useful life (months)	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Customer relationships	120	$	25,040	$	(12,052)	$	12,988	$	25,040	$	(10,016)	$	15,024
Non-compete agreements	60	303		(254)		49		303		(211)		92
Domain names	60	1,224		(948)		276		1,224		(789)		435
Intangible assets		$	26,567	$	(13,254)	$	13,313	$	26,567	$	(11,016)	$	15,551
Goodwill	Indefinite	$	18,402	$	—	$	18,402	$	18,402	$	—	$	18,402

Amortization expense related to intangible assets totaled $0.7 million and $0.8 million for the three months ended September 30, 2021 and 2020, respectively, and $2.2 million and $2.4 million for the nine months ended September 30, 2021 and 2020, respectively. Goodwill is not amortized and is tested for impairment at least annually in the fourth quarter or when events or circumstances indicate that the fair value of a reporting unit may be below its carrying value.

During the three months ended September 30, 2021, the Company assessed the indicators of goodwill impairment and determined a triggering event had occurred. Triggering events included 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 Company operates in one reporting unit and therefore goodwill is tested at the entity level. 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. The Company has no accumulated impairment of goodwill.

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 our 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.

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


	As of
	September 30, 2021				December 31, 2020
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance	$	18,402	$	15,551	$	18,402	$	18,752
Additions to goodwill and intangible assets	—		—		—		—
Amortization	—		(2,238)		—		(3,201)
Ending balance	$	18,402	$	13,313	$	18,402	$	15,551

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


(in thousands)	Amortization expense
2021–Remaining Period	$	746
2022	2,730
2023	2,388
2024	2,211
2025	2,028
Thereafter	3,210
	$	13,313

Accrued Expenses

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses

Accrued expenses consisted of:


	As of
(in thousands)	September 30, 2021		December 31, 2020
Accrued payroll and related expenses	$	3,610	$	6,686
Accrued operating expenses	2,157		1,545
Other accrued expenses	1,670		975
Total accrued expenses	$	7,437	$	9,206

Long-term Debt

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Long-term Debt

Long-term debt

2020 Credit Agreement

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”).

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 September 30, 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 expenses, 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.

Long-term debt consisted of the following:


	As of
(in thousands)	September 30, 2021		December 31, 2020
2021 Term Loan	$	190,000	$	—
2020 Term Loan	—		186,375
Debt issuance costs	(3,401)		(3,707)
Total debt	$	186,599	$	182,668
Less: current portion, net of debt issuance costs of $780	(6,345)		—
Total long-term debt	$	180,254	$	182,668

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

As of September 30, 2021, the expected future principal payments for all borrowings were as follows:


(in thousands)	Contractual maturity

2021–Remaining Period	$	—
2022	9,500
2023	9,500
2024	9,500
2025	9,500
2026	152,000
	190,000
Unamortized debt issuance costs	(3,401)
Total debt	$	186,599

The Company incurred interest expense of $1.8 million and $1.6 million for the three months ended September 30, 2021 and 2020, respectively and $6.3 million and $4.8 million for the nine months ended September 30, 2021 and 2020, respectively. Interest expense included amortization of debt issuance costs of $0.3 million and $0.1 million for the three months ended September 30, 2021 and 2020, respectively, and $1.0 million and $0.3 million for the nine months ended September 30, 2021 and 2020, respectively. Accrued interest was $0.5 million and $0.7 million as of September 30, 2021 and December 31, 2020, respectively.

The carrying amount of the 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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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and contingencies

Operating leases

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

The Company recognizes rent expense on a straight-line basis for these leases and records the difference between recognized rental expense and the amounts payable under the lease agreement as deferred rent. The deferred rent liability was $0.4 million as of September 30, 2021 and December 31, 2020. Total rental expense amounted to $0.2 million for the three months ended September 30, 2021 and 2020, and $0.6 million and $0.5 million for the nine months ended September 30, 2021 and 2020, respectively, and is recorded in operating expenses in the consolidated statements of operations.

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


(in thousands)	Rent payments

2021–Remaining Period	$	209
2022	936
2023	904
2024	908
2025	936
Thereafter	874
Total	$	4,767

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.

In March 2021, the Attorney General's Office of the State of Washington alleged that certain of the Company’s websites had violated certain provisions of Washington's Consumer Protection Act (CPA), and in June 2021 proposed that the Company enter into a settlement and consent decree regarding such alleged violations, which the Company declined. As of those dates, the Company considered the risk of loss on such claims to be remote. In September 2021, the Company received a revised settlement offer from the Attorney General’s Office, and engaged in further discussion regarding such claims. While the Company believes that it has conducted its business in accordance with all applicable laws and regulations of the State of Washington, due to the potential costs and uncertainty of litigation, the Company determined that it was appropriate to settle such claims. As of September 30, 2021 the Company determined that it was probable that it would enter into a settlement agreement regarding such claims, and recorded an accrual of $0.8 million. On October 22, 2021, the Company reached a final settlement agreement with the Attorney General's Office and entered into a consent decree.

As of December 31, 2020, the Company did not have any contingency reserves established for any litigation liabilities.

Equity-based Compensation

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Equity-based Compensation

Equity-based compensation

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

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


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
QLH Class B units	—		$	606	—		$	2,553
QLH restricted Class B-1 units	129		—		393		—
Restricted Class A shares	275		—		828		—
Restricted stock units	10,794		—		32,100		—
Total equity-based compensation	$	11,198	$	606	$	33,321	$	2,553

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


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Cost of revenue	$	447	$	18	$	1,289	$	58
Sales and marketing	1,956		158		5,639		313
Product development	1,602		94		4,599		723
General and administrative	7,193		336		21,794		1,459
Total equity-based compensation	$	11,198	$	606	$	33,321	$	2,553

As of September 30, 2021, unrecognized compensation cost related to the QLH restricted Class B-1 units, Restricted Class A shares, and Restricted stock units was $0.9 million, $2.2 million, and $91.9 million, respectively, and will be recognized over weighted-average periods of 2.03 years, 1.98 years, and 2.20 years, respectively.

Income Taxes

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income taxes

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

The Company estimates the annual effective tax rate for the full year to be applied to actual year-to-date income (loss) and adds the tax effects of any discrete items in the reporting period in which they occur. The Company’s effective income tax rate was (99.5)% and (58.1)% for the three and nine months ended September 30, 2021, respectively. The Company’s effective income tax rate was 0.4% and 0.1% for the three and nine months ended September 30, 2020, respectively.

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


	Three months ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages)	2021			2020			2021			2020
(Loss) income before income taxes	$	(2,135)		$	4,839		$	(2,815)		$	23,820
Income tax expense	$	2,125		$	20		$	1,636		$	20
Effective Tax Rate	(99.5)		%	0.4		%	(58.1)		%	0.1		%

The Company's effective tax rate of (99.5)% and (58.1)% for the three and nine months ended September 30, 2021 differed from the U.S. federal statutory rate of 21%, due primarily to nondeductible equity-based compensation, state taxes, income associated with non-controlling interests not taxable to the Company, nondeductible transaction costs associated with the Secondary Offering, and the impact of tax benefits associated with equity-based awards. The results for the three and nine months ended September 30, 2020 consist solely of the activities of its wholly owned Taiwanese subsidiary, Skytiger Studio Ltd., which is a taxpaying entity in Taiwan, and prior to the Reorganization Transactions, the consolidated QLH pass through entity was not subject to corporate income tax.

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

During the three and nine months ended September 30, 2021, holders of Class B-1 units exchanged 218,997 and 4,714,041 Class B-1 units, respectively, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis (“Exchange”). In connection with the Exchange, the Company recognized an additional deferred tax asset of $48.9 million during the nine months ended September 30, 2021 associated with the basis difference in its investment in QLH. As of September 30, 2021, the total deferred tax asset related to the basis difference in the Company's investment in QLH was $74.2 million. The Company also recognized $13.0 million of deferred tax assets for the

nine months ended September 30, 2021 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 September 30, 2021, there were no changes to the Company's valuation allowance.

Tax Receivable Agreement

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

The Exchange resulted in an increase in the tax basis of the Company's investment in QLH subject to the provisions of the TRA. The Company recognized an additional liability in the amount of $55.4 million for the TRA-related payments, representing 85% of the aggregate tax benefits it expects to realize from the increases in tax basis related to the redemption of Class B-1 units, after concluding it was probable that such TRA payments would be paid based on management's estimates of future taxable income. No payments were made pursuant to the TRA during the nine months ended September 30, 2021. As of September 30, 2021, the total amount of payments expected to be paid under the TRA, was $77.4 million, of which $0.1 million was included in accrued expenses on the Company's consolidated balance sheet.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Earnings Per Share

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Earning Per Share

Earnings Per Share


(in thousands except share data and per share amount)	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Basic
Net (loss)	$	(4,260)	$	(4,451)
Less: net (loss) attributable to non-controlling interest	(733)		(1,021)
Net (loss) available for basic common shares	$	(3,527)	$	(3,430)
Weighted-average shares of Class A common stock outstanding - basic and diluted	38,416,723		36,426,270
Net (loss) per share of Class A common stock - basic (a)	$	(0.09)	$	(0.09)


(in thousands except share data and per share amount)	Three Months Ended September 30, 2021
Diluted
Net (loss)	$	(4,260)
Add: incremental tax benefits related to exchange of Class B-units	(1,662)
Net (loss) available for diluted common shares	(5,922)
Weighted-average shares outstanding:
Class A common stock	38,416,723
Class B-1 units	20,891,992
Restricted Class A shares	655,412
Restricted stock units	1,226,058
Weighted-average shares of Class A common stock and potential Class A common stock	61,190,185
Net (loss) per share of Class A common stock - diluted (a)	$	(0.10)

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


			As of
			September 30, 2021
QLH Class B / B-1 Units (Replacement awards)			20,857,955
Restricted Class A Shares			635,532
Restricted stock units			4,267,249

Potential dilutive shares			25,760,736

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

Non-Controlling Interest	9 Months Ended
Non-Controlling Interest	Sep. 30, 2021
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 holders of Class B-1 units. Changes in MediaAlpha, Inc.'s ownership interest in QLH are accounted for as equity transactions. During the nine months ended September 30, 2021, holders of Class B-1 units exchanged 4,714,041 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 September 30, 2021 and December 31, 2020, the holders of Class B-1 units owned 34.2% and 42.9%, respectively, of the outstanding units of QLH, with the remaining 65.8% and 57.1%, respectively, being owned by MediaAlpha, Inc.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of the Company as of and for the periods presented have been included. The December 31, 2020 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2020 Annual Report on Form 10-K.
Impact of COVID-19	Impact of COVID-19 The COVID-19 pandemic continues to impact the United States and many countries around the world as new strains of the virus are found. The outbreak and government measures taken in response have had a significant impact, both direct and indirect, on businesses and commerce. The future progression of the pandemic and its effects on the Company's business and operations are uncertain, and management is unable to estimate the full impact currently. The Company's Travel vertical has experienced a decline in revenue 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 three months ended September 30, 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, and the duration and extent of this impact are difficult to estimate beyond the current year. The Company continues to monitor the potential impact of the COVID-19 pandemic on its business, results of operations and financial condition. To date, the Company has not experienced material business disruptions or incurred impairment losses in the carrying values of its assets as result of the pandemic, and management is not aware of any specific related event or circumstance that would require the Company to revise the estimates reflected in these consolidated financial statements. The extent to which the COVID-19 pandemic will further impact the Company's business, results of operations and financial condition will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related effects.
Accounts receivable	Accounts receivable The Company estimates expected credit losses based on collection history and management’s assessment of the current economic trends, business environment, customers’ financial condition, accounts receivable aging and any customer disputes that may impact the level of future credit losses. Accounts receivable are net of allowances for credit losses of $0.6 million and $0.4 million as of September 30, 2021 and December 31, 2020, respectively.
Concentrations of credit risk and of significant customers and suppliers	Concentrations of credit risk and of significant customers and suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts, and believes it is not exposed to unusual credit risk beyond the normal credit risk in this area based on the financial strength of the institutions with which the Company maintains its deposits. The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivable, and recording allowances for credit losses. Customer concentrations consisted of two customers that accounted for approximately $46 million, or 30%, and $141 million, or 29%, of revenue for the three and nine months ended September 30, 2021, respectively, and one customer that accounted for approximately $46 million, or 30%, and $102 million, or 26%, of revenue for the three and nine months ended September 30, 2020, respectively. The Company's two largest customers accounted for approximately $20 million, or 28%, and $33 million, or 35%, of its accounts receivable as of September 30, 2021 and December 31, 2020, respectively. The Company’s supplier concentration can expose the Company to business risks. For the three months ended September 30, 2021, the Company had one supplier that accounted for approximately $13 million, or 10%, of total purchases, and for the nine months ended September 30, 2021, the Company had no supplier that accounted for more than 10% of total purchases. For the three and nine months ended September 30, 2020, the Company had two suppliers that collectively accounted for approximately $34 million, or 25%, and $71 million, or 20%, of total purchases, respectively. The Company had one large supplier that accounted for approximately $7 million, or 16%, of total accounts payable as of September 30, 2021 and two large suppliers that collectively accounted for approximately $25 million, or 25%, of total accounts payable as of December 31, 2020.
New Accounting Pronouncements	New Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act, or the JOBS Act, allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable with the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. As of June 30, 2021, the Company determined that, as of December 31, 2021, it will become a large accelerated filer under Rule 12b-2 of the Securities Exchange Act of 1934, as amended ("the Exchange Act") and will no longer be classified as an emerging growth company. Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326), which changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. This update replaces the existing incurred loss impairment model with an expected loss model (referred to as the Current Expected Credit Loss model, or "CECL"). The Company early adopted ASU 2016-13 and its related amendments, as applicable, on January 1, 2021. The adoption of this new accounting guidance did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The ASU aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40. Costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post implementation stages are expensed as the activities are performed. ASU 2018-15 is effective annual reporting periods beginning after December 15, 2020 and the interim periods within annual periods beginning after December 15, 2021, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company adopted this ASU using prospective transition as of January 1, 2021. The adoption of the new accounting guidance did not have a material impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 for public companies and for fiscal years beginning after December 15, 2021 for all other entities and early adoption is permitted. The Company early adopted this ASU on January 1, 2021 and the adoption did not have a material impact on the Company's consolidated financial statements. Recently issued not yet adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-2, Leases (ASC 842) (“ASU 2016-2”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. The new guidance requires lessees to recognize 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 will adopt this accounting guidance with its annual reporting for its fiscal year ending December 31, 2021 as it will be designated a large accelerated filer as of that date. The Company expects to adopt this guidance using the optional transition method permitted by ASU 2018-11 and prior periods will not be 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 does not intend to use hindsight during the transition. The new lease accounting standard also provides practical expedients for an entity’s ongoing accounting. The Company expects to make an accounting policy election to not recognize ROU assets and lease liabilities that arise from short-term leases. The Company also expects to elect the practical expedient to not separate lease and non-lease components for all leases. The Company does not expect the adoption of the new guidance to have a material impact on the total assets and liabilities reported on the Company’s consolidated balance sheet as of January 1, 2021 and estimates its ROU assets and lease liabilities balances will be within the range of $2.8 million to $3.1 million and $2.9 million to $3.3 million, respectively. These estimated ranges are based on the Company’s current lease portfolio and changes to the lease portfolio, such as the total number of leases, lease commencement and end dates and lease termination expectations, as well as changes to estimated lease discount rates could impact these estimated ranges. The Company does not expect that the adoption of this new guidance will have a material impact on the Company’s results of operations, cash flows or liquidity, or the Company’s covenant compliance under its existing credit agreement. 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 (Tables)

9 Months Ended

Sep. 30, 2021

Disaggregation of Revenue [Abstract]

Summary of Disaggregation of Revenue

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


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Revenue
Open marketplace transactions	$	147,800	$	148,240	$	469,670	$	386,224
Private marketplace transactions	4,949		3,308		14,020		8,385
Total	$	152,749	$	151,548	$	483,690	$	394,609

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


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Revenue
Property & casualty insurance	$	105,104	$	114,132	$	339,981	$	274,822
Health insurance	34,053		27,343		103,637		81,420
Life insurance	7,489		7,392		22,921		24,265
Other (1)	6,103		2,681		17,151		14,102
Total	$	152,749	$	151,548	$	483,690	$	394,609

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

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

Property and equipment consisted of the following:


	As of
(in thousands)	September 30, 2021		December 31, 2020
Leasehold improvements	$	1,255	$	918
Furniture and fixtures	388		318
Computers	523		360
Property and equipment, gross	2,166		1,596
Less: Accumulated depreciation	(1,106)		(834)
Property and equipment, net	$	1,060	$	762

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill and Intangible Assets

Goodwill and intangible assets consisted of:


	As of
	September 30, 2021							December 31, 2020
(in thousands)	Useful life (months)	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Customer relationships	120	$	25,040	$	(12,052)	$	12,988	$	25,040	$	(10,016)	$	15,024
Non-compete agreements	60	303		(254)		49		303		(211)		92
Domain names	60	1,224		(948)		276		1,224		(789)		435
Intangible assets		$	26,567	$	(13,254)	$	13,313	$	26,567	$	(11,016)	$	15,551
Goodwill	Indefinite	$	18,402	$	—	$	18,402	$	18,402	$	—	$	18,402

Summary of Change in Goodwill and Intangible Assets

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


	As of
	September 30, 2021				December 31, 2020
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance	$	18,402	$	15,551	$	18,402	$	18,752
Additions to goodwill and intangible assets	—		—		—		—
Amortization	—		(2,238)		—		(3,201)
Ending balance	$	18,402	$	13,313	$	18,402	$	15,551

Summary of Future Amortization Expense on Identifiable Intangible Assets

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


(in thousands)	Amortization expense
2021–Remaining Period	$	746
2022	2,730
2023	2,388
2024	2,211
2025	2,028
Thereafter	3,210
	$	13,313

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Summary of Accrued Expenses

Accrued expenses consisted of:


	As of
(in thousands)	September 30, 2021		December 31, 2020
Accrued payroll and related expenses	$	3,610	$	6,686
Accrued operating expenses	2,157		1,545
Other accrued expenses	1,670		975
Total accrued expenses	$	7,437	$	9,206

Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:


	As of
(in thousands)	September 30, 2021		December 31, 2020
2021 Term Loan	$	190,000	$	—
2020 Term Loan	—		186,375
Debt issuance costs	(3,401)		(3,707)
Total debt	$	186,599	$	182,668
Less: current portion, net of debt issuance costs of $780	(6,345)		—
Total long-term debt	$	180,254	$	182,668

Schedule of Expected Future Principal Payments for Borrowings

As of September 30, 2021, the expected future principal payments for all borrowings were as follows:


(in thousands)	Contractual maturity

2021–Remaining Period	$	—
2022	9,500
2023	9,500
2024	9,500
2025	9,500
2026	152,000
	190,000
Unamortized debt issuance costs	(3,401)
Total debt	$	186,599

- Definition

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

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+ Details

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

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


(in thousands)	Rent payments

2021–Remaining Period	$	209
2022	936
2023	904
2024	908
2025	936
Thereafter	874
Total	$	4,767

Equity-based Compensation (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Summary of Equity-based Compensation Cost Recognized

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


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
QLH Class B units	—		$	606	—		$	2,553
QLH restricted Class B-1 units	129		—		393		—
Restricted Class A shares	275		—		828		—
Restricted stock units	10,794		—		32,100		—
Total equity-based compensation	$	11,198	$	606	$	33,321	$	2,553

Schedule of Equity-based Compensation Expense

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


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Cost of revenue	$	447	$	18	$	1,289	$	58
Sales and marketing	1,956		158		5,639		313
Product development	1,602		94		4,599		723
General and administrative	7,193		336		21,794		1,459
Total equity-based compensation	$	11,198	$	606	$	33,321	$	2,553

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Summary of Our Income Tax Expense (Benefit)

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


	Three months ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages)	2021			2020			2021			2020
(Loss) income before income taxes	$	(2,135)		$	4,839		$	(2,815)		$	23,820
Income tax expense	$	2,125		$	20		$	1,636		$	20
Effective Tax Rate	(99.5)		%	0.4		%	(58.1)		%	0.1		%

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Summary of Calculation of Basic and Diluted Net Loss Per Share


(in thousands except share data and per share amount)	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Basic
Net (loss)	$	(4,260)	$	(4,451)
Less: net (loss) attributable to non-controlling interest	(733)		(1,021)
Net (loss) available for basic common shares	$	(3,527)	$	(3,430)
Weighted-average shares of Class A common stock outstanding - basic and diluted	38,416,723		36,426,270
Net (loss) per share of Class A common stock - basic (a)	$	(0.09)	$	(0.09)


(in thousands except share data and per share amount)	Three Months Ended September 30, 2021
Diluted
Net (loss)	$	(4,260)
Add: incremental tax benefits related to exchange of Class B-units	(1,662)
Net (loss) available for diluted common shares	(5,922)
Weighted-average shares outstanding:
Class A common stock	38,416,723
Class B-1 units	20,891,992
Restricted Class A shares	655,412
Restricted stock units	1,226,058
Weighted-average shares of Class A common stock and potential Class A common stock	61,190,185
Net (loss) per share of Class A common stock - diluted (a)	$	(0.10)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


			As of
			September 30, 2021
QLH Class B / B-1 Units (Replacement awards)			20,857,955
Restricted Class A Shares			635,532
Restricted stock units			4,267,249

Potential dilutive shares			25,760,736

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Jan. 01, 2021
Significant Accounting Policies [Line Items]
Accounts receivable, allowance for credit losses	$ 602		$ 602		$ 438
Revenue	152,749	$ 151,548	483,690	$ 394,609
Accounts receivable	71,305		71,305		96,295
Total purchases	128,080	130,830	407,563	335,692
Accounts payable	44,213		44,213		$ 98,249
ASC 842 \| Maximum
Significant Accounting Policies [Line Items]
Estimated ASC 842 impact, ROU assets						$ 3,100
Estimated ASC 842 impact, lease liabilities						3,300
ASC 842 \| Minimum
Significant Accounting Policies [Line Items]
Estimated ASC 842 impact, ROU assets						2,800
Estimated ASC 842 impact, lease liabilities						$ 2,900
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Top Two Customers
Significant Accounting Policies [Line Items]
Revenue	$ 46,000		$ 141,000
Concentration risk percentage	30.00%		29.00%
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Top One Customer
Significant Accounting Policies [Line Items]
Revenue		$ 46,000		$ 102,000
Concentration risk percentage		30.00%		26.00%
Customer Concentration Risk \| Accounts Receivable \| Top Two Customers
Significant Accounting Policies [Line Items]
Concentration risk percentage			28.00%		35.00%
Accounts receivable	$ 20,000		$ 20,000		$ 33,000
Supplier Concentration Risk \| Purchases \| Top One Supplier
Significant Accounting Policies [Line Items]
Concentration risk percentage	10.00%
Total purchases	$ 13,000
Supplier Concentration Risk \| Purchases \| Top Two Suppliers
Significant Accounting Policies [Line Items]
Concentration risk percentage		25.00%		20.00%
Total purchases		$ 34,000		$ 71,000
Supplier Concentration Risk \| Accounts Payable Benchmark \| Top One Supplier
Significant Accounting Policies [Line Items]
Concentration risk percentage			16.00%
Accounts payable	$ 7,000		$ 7,000
Supplier Concentration Risk \| Accounts Payable Benchmark \| Top Two Suppliers
Significant Accounting Policies [Line Items]
Concentration risk percentage					25.00%
Accounts payable					$ 25,000

Disaggregation of Revenue - Summary of Disaggregation of Revenue by Transaction Model (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 152,749	$ 151,548	$ 483,690	$ 394,609
Open marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	147,800	148,240	469,670	386,224
Private marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	$ 4,949	$ 3,308	$ 14,020	$ 8,385

- 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
-Section 50
-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	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 152,749	$ 151,548	$ 483,690	$ 394,609
Property & casualty insurance
Disaggregation of Revenue [Line Items]
Revenue	105,104	114,132	339,981	274,822
Health insurance
Disaggregation of Revenue [Line Items]
Revenue	34,053	27,343	103,637	81,420
Life insurance
Disaggregation of Revenue [Line Items]
Revenue	7,489	7,392	22,921	24,265
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 6,103	$ 2,681	$ 17,151	$ 14,102

- Definition

+ References

+ Details

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,166	$ 1,596
Less: Accumulated depreciation	(1,106)	(834)
Property and equipment, net	1,060	762
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,255	918
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	388	318
Computers
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 523	$ 360

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.1	$ 0.1	$ 0.3	$ 0.2

Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	$ 26,567	$ 26,567
Accumulated amortization	(13,254)	(11,016)
Net carrying amount	13,313	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	(12,052)	(10,016)
Net carrying amount	$ 12,988	15,024
Non-compete agreements
Goodwill And Intangible Assets [Line Items]
Useful life (months)	60 months
Gross carrying amount	$ 303	303
Accumulated amortization	(254)	(211)
Net carrying amount	$ 49	92
Domain names
Goodwill And Intangible Assets [Line Items]
Useful life (months)	60 months
Gross carrying amount	$ 1,224	1,224
Accumulated amortization	(948)	(789)
Net carrying amount	$ 276	$ 435

Goodwill and Intangible Assets - Additional Information (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) reportingUnit	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 700,000	$ 800,000	$ 2,238,000	$ 2,402,000	$ 3,201,000
Number of reporting units \| reportingUnit			1
Accumulated impairment of goodwill	$ 0		$ 0

Goodwill and Intangible Assets - Summary of Change in Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Goodwill
Beginning balance			$ 18,402	$ 18,402	$ 18,402
Additions to goodwill			0		0
Ending balance	$ 18,402		18,402		18,402
Intangible assets
Beginning balance			15,551	18,752	18,752
Additions to intangible assets			0		0
Amortization	(700)	$ (800)	(2,238)	$ (2,402)	(3,201)
Ending balance	$ 13,313		$ 13,313		$ 15,551

Goodwill and Intangible Assets - Summary of Future Amortization Expense on Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
2021 - Remaining Period	$ 746
2022	2,730
2023	2,388
2024	2,211
2025	2,028
Thereafter	3,210
Net carrying amount	$ 13,313	$ 15,551	$ 18,752

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued payroll and related expenses	$ 3,610	$ 6,686
Accrued operating expenses	2,157	1,545
Other accrued expenses	1,670	975
Total accrued expenses	$ 7,437	$ 9,206

Long-term Debt - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended
	Jul. 29, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Sep. 23, 2020
Debt Instrument [Line Items]
Existing term loans outstanding		$ 186,599,000		$ 186,599,000		$ 182,668,000
Interest expense		1,800,000	$ 1,600,000	6,300,000	$ 4,800,000
Amortization of deferred debt issuance costs		300,000	$ 100,000	966,000	$ 334,000
Accrued interest		500,000		500,000		700,000
2020 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Aggregate principal amount							$ 210,000,000
Existing term loans outstanding	$ 186,400,000
2020 Credit Facilities \| Revolving Credit Facility \| Line of credit
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 \| Term loan
Debt Instrument [Line Items]
Aggregate principal amount	$ 190,000,000
Deferred financing costs	$ 600,000
2021 Credit Facilities \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate	0.00%
2021 Credit Facilities \| London Interbank Offered Rate (LIBOR) \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
2021 Credit Facilities \| London Interbank Offered Rate (LIBOR) \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	2.75%
2021 Credit Facilities \| Base Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
2021 Credit Facilities \| Base Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%
2021 Credit Facilities \| Revolving Credit Facility \| Line of credit
Debt Instrument [Line Items]
Revolving line of credit	$ 50,000,000
Capitalized third party costs and fees	$ 200,000
Outstanding amount drawn under revolving credit facility		$ 0		$ 0

Long-term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jul. 29, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Debt issuance costs	$ (3,401)		$ (3,707)
Total debt	186,599		182,668
Debt issuance costs	780
Current portion of long-term debt	(6,345)		0
Total long-term debt	180,254		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
Total debt		$ 186,400

Long-term Debt - Schedule of Expected Future Principal Payments for Borrowings (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Long-term Debt, Fiscal Year Maturity [Abstract]
2021–Remaining Period	$ 0
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	(3,401)	$ (3,707)
Long term debt	$ 186,599	$ 182,668

Commitments and Contingencies - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Deferred rent liability	$ 400,000	$ 400,000		$ 400,000
Rental expense	200,000	600,000	$ 500,000
Contingency reserves for litigation liabilities	0	0		$ 0
Accrual recorded	$ 800,000	$ 800,000

Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Non-cancellable Leases (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2021-Remaining Period	$ 209
2022	936
2023	904
2024	908
2025	936
Thereafter	874
Total	$ 4,767

Equity-based Compensation - Summary of Equity-based Compensation Cost Recognized (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 11,198	$ 606	$ 33,321	$ 2,553
QLH Class B units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	0	606	0	2,553
QLH restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	129	0	393	0
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	275	0	828	0
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 10,794	$ 0	$ 32,100	$ 0

Equity-based Compensation - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 11,198	$ 606	$ 33,321	$ 2,553
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	447	18	1,289	58
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	1,956	158	5,639	313
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	1,602	94	4,599	723
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 7,193	$ 336	$ 21,794	$ 1,459

Equity-based Compensation - Additional Information (Details) $ in Millions	9 Months Ended
	Sep. 30, 2021 USD ($)
QLH restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 0.9
Weighted average period of recognition	2 years 10 days
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 2.2
Weighted average period of recognition	1 year 11 months 23 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 91.9
Weighted average period of recognition	2 years 2 months 12 days

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Income Tax Disclosure [Line Items]
Effective income tax rate	(99.50%)	0.40%	(58.10%)	0.10%
Statutory federal tax rate			21.00%
Conversion of stock (in shares)	218,997		4,714,041
Deferred tax assets	$ 48,900		$ 48,900
Deferred tax assets related to additional tax basis increases generated from expected future payments under TR	13,000		13,000
Liabilities under tax receivable agreement, net of current portion	77,272		77,272		$ 22,498
Tax Receivables Agreement
Income Tax Disclosure [Line Items]
Increase in liabilities under tax receivable agreement			$ 55,400
Percentage of additional liability of the aggregate tax benefits			85.00%
Liabilities under tax receivable agreement, net of current portion	77,400		$ 77,400
Tax Receivables Agreement \| Accrued Expenses
Income Tax Disclosure [Line Items]
Liabilities under tax receivable agreement, net of current portion	100		100
QLH
Income Tax Disclosure [Line Items]
Deferred tax assets	$ 74,200		$ 74,200

Income Taxes - Summary of Our Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Tax Disclosure [Abstract]
(Loss) income before income taxes	$ (2,135)	$ 4,839	$ (2,815)	$ 23,820
Income tax expense	$ 2,125	$ 20	$ 1,636	$ 20
Effective Tax Rate	(99.50%)	0.40%	(58.10%)	0.10%

- Definition

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

+ References + Details

Earnings Per Share - Summary of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Basic
Net (loss) income	$ (4,260)	$ (368)	$ 177	$ 4,819	$ (4,451)	$ 23,800
Less: net (loss) attributable to non-controlling interest	(733)			$ 0	(1,021)	$ 0
Net (loss) available for basic common shares	$ (3,527)				$ (3,430)
Weighted-average shares of Class A common stock outstanding - Basic (in shares)	38,416,723			0	36,426,270	0
Net income per share of Class A common stock - Basic (in dollars per share)	$ (0.09)			$ 0	$ (0.09)	$ 0
Diluted
Net income (loss)	$ (4,260)	$ (368)	$ 177	$ 4,819	$ (4,451)	$ 23,800
Add: incremental tax benefits related to exchange of Class B-units	(1,662)
Net (loss) available for diluted common shares	$ (5,922)
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	61,190,185			0	36,426,270	0
Net income per share of Class A common stock - Diluted (in dollars per share)	$ (0.10)			$ 0	$ (0.09)	$ 0
Restricted stock units
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	1,226,058
Restricted Class A shares
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	655,412
Class A Common Stock and Potential Class A Common Stock
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	61,190,185
Class A Common
Basic
Weighted-average shares of Class A common stock outstanding - Basic (in shares)	38,416,723				36,426,270
Net income per share of Class A common stock - Basic (in dollars per share)	$ (0.09)				$ (0.09)
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	38,416,723				36,426,270
Net income per share of Class A common stock - Diluted (in dollars per share)	$ (0.10)
Class B-1 Units
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	20,891,992

Earnings Per Share- Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details)	9 Months Ended
	Sep. 30, 2021 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	25,760,736
QLH Class B / B-1 Units (Replacement awards)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	20,857,955
Restricted Class A shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	635,532
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	4,267,249

Non-Controlling Interest - Additional Information (Details) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Conversion of stock (in shares)	218,997	4,714,041
QLH
Noncontrolling Interest [Line Items]
Non-controlling interests owned	65.80%	65.80%	57.10%
QLH \| QLH Class B-1 Unitholders
Noncontrolling Interest [Line Items]
Remaining non-controlling interests owned	34.20%	34.20%	42.90%