0001818383-22-000119 | 10-Q | XBRL Viewer

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Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2022	Jul. 29, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-39671
Entity Registrant Name	MediaAlpha, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1854133
Entity Address, Address Line One	700 South Flower Street
Entity Address, Address Line Two	Suite 640
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90017
City Area Code	213
Local Phone Number	316-6256
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	MAX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001818383
Current Fiscal Year End Date	--12-31
Class A Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		42,125,835
Class B Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		19,170,493

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 35,194	$ 50,564
Accounts receivable, net of allowance for credit losses of $374 and $609, respectively	38,856	76,094
Prepaid expenses and other current assets	6,359	10,448
Total current assets	80,409	137,106
Intangible assets, net	36,327	12,567
Goodwill	47,739	18,402
Deferred tax asset	103,008	102,656
Other assets	18,395	19,073
Total assets	285,878	289,804
Current liabilities
Accounts payable	33,434	61,770
Accrued expenses	13,204	13,716
Current portion of long-term debt	8,749	8,730
Total current liabilities	55,387	84,216
Long-term debt, net of current portion	198,686	178,069
Liabilities under tax receivables agreement, net of current portion	83,279	85,027
Other long-term liabilities	7,999	4,058
Total liabilities	345,351	351,370
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021	0	0
Additional paid-in capital	443,514	419,533
Accumulated deficit	(440,691)	(424,476)
Total stockholders' equity (deficit) attributable to MediaAlpha, Inc.	3,437	(4,337)
Non-controlling interests	(62,910)	(57,229)
Total stockholders' (deficit)	(59,473)	(61,566)
Total liabilities and stockholders' deficit	285,878	289,804
Class A Common
Stockholders' equity (deficit):
Common stock	422	410
Class B Common
Stockholders' equity (deficit):
Common stock	$ 192	$ 196

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenue	$ 103,449	$ 157,353	$ 246,048	$ 330,941
Costs and operating expenses
Cost of revenue	87,925	132,305	208,806	279,485
Sales and marketing	7,958	5,724	15,181	11,115
Product development	5,661	3,840	10,877	7,160
General and administrative	12,316	13,585	29,464	29,334
Total costs and operating expenses	113,860	155,454	264,328	327,094
(Loss) income from operations	(10,411)	1,899	(18,280)	3,847
Other expenses (income), net	44	171	(479)	21
Interest expense	1,956	2,237	3,315	4,538
Total other expense, net	2,000	2,408	2,836	4,559
(Loss) before income taxes	(12,411)	(509)	(21,116)	(712)
Income tax expense (benefit)	611	(125)	1,754	(489)
Net (loss)	(13,022)	(384)	(22,870)	(223)
Net (loss) attributable to non-controlling interest	(3,883)	(177)	(6,655)	(301)
Net (loss) income attributable to MediaAlpha, Inc.	$ (9,139)	$ (207)	$ (16,215)	$ 78
Net (loss) income per share of Class A common stock
Basic (in dollars per share)	$ (0.22)	$ (0.01)	$ (0.39)	$ 0.00
Diluted (in dollars per share)	$ (0.22)	$ (0.01)	$ (0.39)	$ 0.00
Weighted average shares of Class A common stock outstanding
Basic (in shares)	41,705,344	37,667,432	41,279,146	35,414,548
Diluted (in shares)	41,705,344	37,667,432	41,279,146	35,414,548

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock Class A common stock	Common Stock Class B common stock	Additional Paid-In- Capital	Accumulated deficit	Non- Controlling Interest
Beginning balance (in shares) at Dec. 31, 2020		33,371,056	25,536,043
Beginning balance at Dec. 31, 2020	$ (105,118)	$ 334	$ 255	$ 384,611	$ (418,973)	$ (71,345)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis	6,190			6,190
Exchange of non-controlling interest for Class A common stock (in shares)		4,457,796	(4,457,796)
Exchange of non-controlling interest for Class A common stock	0	$ 45	$ (45)	(12,716)		12,716
Vesting of restricted stock units (in shares)		444,030
Vesting of restricted stock units	0	$ 4		(4)
Equity-based compensation	10,603			10,479		124
Forfeiture of equity awards (in shares)		(58,608)
Forfeiture of equity awards	(1)	$ (1)
Shares withheld on tax withholding on vesting of restricted stock units	(1,276)			(1,276)
Net (loss)	161				285	(124)
Ending balance (in shares) at Mar. 31, 2021		38,214,274	21,078,247
Ending balance at Mar. 31, 2021	(89,441)	$ 382	$ 210	387,284	(418,688)	(58,629)
Beginning balance (in shares) at Dec. 31, 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 (loss)	(223)
Ending balance (in shares) at Jun. 30, 2021		38,709,784	21,040,999
Ending balance at Jun. 30, 2021	(79,258)	$ 387	$ 210	397,710	(418,895)	(58,670)
Beginning balance (in shares) at Mar. 31, 2021		38,214,274	21,078,247
Beginning balance at Mar. 31, 2021	(89,441)	$ 382	$ 210	387,284	(418,688)	(58,629)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis	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	11,521			11,381		140
Shares withheld on tax withholding on vesting of restricted stock units	(898)			(898)
Distributions to non-controlling interests	(110)					(110)
Net (loss)	(384)				(207)	(177)
Ending balance (in shares) at Jun. 30, 2021		38,709,784	21,040,999
Ending balance at Jun. 30, 2021	(79,258)	$ 387	$ 210	397,710	(418,895)	(58,670)
Beginning balance (in shares) at Dec. 31, 2021		40,969,952	19,621,915
Beginning balance at Dec. 31, 2021	(61,566)	$ 410	$ 196	419,533	(424,476)	(57,229)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis	19			19
Exchange of non-controlling interest for Class A common stock (in shares)		60,197	(60,197)
Exchange of non-controlling interest for Class A common stock	0			(180)		180
Vesting of restricted stock units (in shares)		593,810
Vesting of restricted stock units	0	$ 6		(6)
Equity-based compensation	13,773			13,688		85
Forfeiture of equity awards (in shares)		(23,294)
Shares withheld on tax withholding on vesting of restricted stock units	(820)			(820)
Distributions to non-controlling interests	(130)					(130)
Settlement of 2021 annual bonus as restricted stock units	880			880
Tax impact of changes in investment in partnership	43			43
Net (loss)	(9,848)				(7,076)	(2,772)
Ending balance (in shares) at Mar. 31, 2022		41,600,665	19,561,718
Ending balance at Mar. 31, 2022	(57,649)	$ 416	$ 196	433,157	(431,552)	(59,866)
Beginning balance (in shares) at Dec. 31, 2021		40,969,952	19,621,915
Beginning balance at Dec. 31, 2021	$ (61,566)	$ 410	$ 196	419,533	(424,476)	(57,229)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares repurchased (in shares)	(321,150)
Stock repurchased during period, value	$ (3,500)
Net (loss)	(22,870)
Ending balance (in shares) at Jun. 30, 2022		42,237,776	19,170,493
Ending balance at Jun. 30, 2022	(59,473)	$ 422	$ 192	443,514	(440,691)	(62,910)
Beginning balance (in shares) at Mar. 31, 2022		41,600,665	19,561,718
Beginning balance at Mar. 31, 2022	(57,649)	$ 416	$ 196	433,157	(431,552)	(59,866)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis	4			4
Exchange of non-controlling interest for Class A common stock (in shares)		297,747	(297,747)
Exchange of non-controlling interest for Class A common stock	0	$ 3	$ (3)	(946)		946
Vesting of restricted stock units (in shares)		674,674
Vesting of restricted stock units	0	$ 6		(6)
Equity-based compensation	15,780			15,733		47
Forfeiture of equity awards (in shares)		(14,160)	(93,478)
Forfeiture of equity awards	0		$ (1)	(305)		306
Shares withheld on tax withholding on vesting of restricted stock units	(966)			(966)
Distributions to non-controlling interests	$ (460)					(460)
Shares repurchased (in shares)	(321,150)	(321,150)
Stock repurchased during period, value	$ (3,457)	$ (3)		(3,454)
Tax impact of changes in investment in partnership	297			297
Net (loss)	(13,022)				(9,139)	(3,883)
Ending balance (in shares) at Jun. 30, 2022		42,237,776	19,170,493
Ending balance at Jun. 30, 2022	$ (59,473)	$ 422	$ 192	$ 443,514	$ (440,691)	$ (62,910)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Cash flows from operating activities
Net (loss)	$ (13,022)	$ (9,848)	$ (384)	$ 161	$ (22,870)	$ (223)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:
Non-cash equity-based compensation expense					29,616	22,123
Non-cash lease expense					357	246
Depreciation expense on property and equipment					197	173
Amortization of intangible assets	1,700		700		2,360	1,492	$ 2,984
Amortization of deferred debt issuance costs	200		300		418	694
Change in fair value of contingent consideration					(2,845)	0
Credit losses					(127)	235
Deferred taxes					1,630	(865)
Tax receivable agreement liability adjustments					(589)	(156)
Changes in operating assets and liabilities:
Accounts receivable					38,691	21,775
Prepaid expenses and other current assets					4,057	2,472
Other assets					198	310
Accounts payable					(28,354)	(51,940)
Accrued expenses					(2,845)	(2,136)
Net cash provided by (used in) operating activities					19,894	(5,800)
Cash flows from investing activities
Purchases of property and equipment					(79)	(470)
Cash consideration paid in connection with CHT acquisition					(49,677)	0
Net cash (used in) investing activities					(49,756)	(470)
Cash flows from financing activities
Revolving credit facility					25,000	0
Term loan facility					(4,750)	0
Repurchases of Class A common stock					(3,382)	0
Distributions					(590)	(110)
Shares withheld for taxes on vesting of restricted stock units					(1,786)	(2,174)
Net cash provided by (used in) financing activities					14,492	(2,284)
Net (decrease) in cash and cash equivalents					(15,370)	(8,554)
Cash and cash equivalents, beginning of period		$ 50,564		$ 23,554	50,564	23,554	23,554
Cash and cash equivalents, end of period	$ 35,194		$ 15,000		35,194	15,000	$ 50,564
Supplemental disclosures of cash flow information
Interest					2,865	2,644
Income taxes paid, net of refunds					(2,152)	4
Non-cash Investing and Financing Activities:
Adjustments to liabilities under the tax receivable agreement					(1,619)	(53,519)
Establishment of deferred tax assets in connection with the Reorganization Transactions					(1,642)	(59,763)
Right-of-use assets obtained in exchange of lease obligations					0	3,641
Fair value of contingent consideration in connection with CHT acquisition					$ 7,007	$ 0

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Accounts receivable, allowance for credit losses	$ 374	$ 609
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	50,000,000	50,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Class A Common
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, issued (in shares)	42,200,000	41,000,000
Common stock, outstanding (in shares)	42,200,000	41,000,000
Class B Common
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	100,000,000	100,000,000
Common stock, issued (in shares)	19,200,000	19,600,000
Common stock, outstanding (in shares)	19,200,000	19,600,000

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of significant accounting policies The Company's significant accounting policies are included in the 2021 Annual Report on Form 10-K and did not materially change during the six months ended June 30, 2022. Basis of presentation The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of the Company as of and for the periods presented have been included. The December 31, 2021 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2021 Annual Report on Form 10-K. Revisions to previously issued consolidated financial statements On December 31, 2021, the Company adopted ASU No. 2016-02, Leases (Topic 842) effective from January 1, 2021 using the optional transition approach by applying the new standard to all leases existing at the date of initial application and prior periods were not restated. In connection with the adoption, quarterly amounts presented in the Company's prior Form 10-Q were revised. The impact of the adjustments was immaterial to the Company's consolidated financial statements. Accounts receivable Accounts receivable are net of allowances for credit losses of $0.4 million and $0.6 million as of June 30, 2022 and December 31, 2021, respectively. Concentrations of credit risk and of significant customers and suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts, and believes it is not exposed to unusual credit risk beyond the normal credit risk in this area based on the financial strength of the institutions with which the Company maintains its deposits. The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivable, and recording allowances for credit losses. Customer concentrations consisted of one customer that accounted for approximately $13 million, or 13%, and $32 million, or 13%, of revenue for the three and six months ended June 30, 2022, respectively, compared with two customers that collectively accounted for approximately $45 million, or 28%, and $95 million, or 29%, of revenue for the three and six months ended June 30, 2021, respectively. The Company's largest customer accounted for approximately $5 million, or 13%, of total accounts receivable as of June 30, 2022, compared with approximately $7 million, or 10%, of total accounts receivable as of December 31, 2021. The Company’s supplier concentration can expose the Company to business risks. For the three and six months ended June 30, 2022, the Company had one supplier that accounted for approximately $10 million, or 10%, and $24 million, or 10%, of total purchases, respectively, compared with no supplier that accounted for more than 10% of total purchases for the three and six months ended June 30, 2021. The Company's largest supplier accounted for approximately $6 million, or 18%, of total accounts payable as of June 30, 2022, compared with the Company's two largest suppliers that collectively accounted for approximately $21 million, or 34%, of total accounts payable as of December 31, 2021. Related Party Transactions The Company is party to the tax receivables agreement ("TRA") under which it has contractually committed to pay the holders of Class B-1 units 85% of the amount of any tax benefits that the Company actually realizes, or in some cases is deemed to realize, as a result of certain transactions. During the three and six months ended June 30, 2022, payments of zero and $0.2 million, respectively were made pursuant to the TRA. The Company paid $1.3 million and $2.2 million during the three and six months ended June 30, 2022, respectively, to White Mountains related to settlement of federal and state income tax refunds for periods prior to the Reorganization Transactions. The Company recognized additional amounts reimbursable to White Mountains of $0.4 million and $0.5 million during the three and six months ended June 30, 2022, respectively. The total amount reimbursable to White Mountains was $0.5 million as of June 30, 2022 and $2.3 million as of December 31, 2021. Equity-based compensation The Company incurs equity-based compensation expense from restricted stock units (“RSUs”) and the unvested Restricted Class A shares and QLH Restricted Class B-1 units. Equity-classified awards to employees are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date and not subsequently remeasured unless modified. Liability-classified awards are measured at fair value on the grant date and remeasured at each reporting period until the award is settled. For awards subject to service conditions only, the fair value of the award on the grant date is expensed on a straight-line basis over the requisite service period of the award. The recognition period for these expenses begins at either the applicable service inception date or grant date and continues throughout the requisite service period. Compensation expense for RSUs granted with a performance condition is recognized on a graded vesting basis over the requisite service period. The amount of compensation expense at each reporting period related to the performance based restricted stock units ("PRSUs") is determined based on the Company's assessment of the probability of achieving the requisite performance criteria. The grant date fair value of RSUs is determined using the market closing price of Class A common stock on the date of grant. The Company accounts for forfeitures as they occur. New Accounting Pronouncements Recently issued not yet adopted accounting pronouncements In March 2020 and January 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU 2021-1, Reference Rate Reform (Topic 848): Scope, respectively. ASU 2020-4 and ASU 2021-1 provide optional expedients and exceptions for applying U.S. GAAP, to contracts, and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-4 and ASU 2021-1 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-4 and ASU 2021-1 on its consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from contracts with customers. The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The guidance in ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU, but does not expect the adoption of this standard to have a significant impact on its consolidated financial statements.

Disaggregation of Revenue

6 Months Ended

Jun. 30, 2022

Disaggregation of Revenue [Abstract]

Disaggregation of Revenue

Disaggregation of revenue

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


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Revenue
Open marketplace transactions	$	99,633	$	152,522	$	237,729	$	321,870
Private marketplace transactions	3,816		4,831		8,319		9,071
Total	$	103,449	$	157,353	$	246,048	$	330,941

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


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Revenue
Property & casualty insurance	$	57,571	$	109,337	$	145,025	$	234,878
Health insurance	33,163		33,688		75,272		69,584
Life insurance	7,005		7,479		14,072		15,432
Other (1)	5,710		6,849		11,679		11,047
Total	$	103,449	$	157,353	$	246,048	$	330,941

(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 https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Business Combinations

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combinations

On February 24, 2022, QuoteLab, LLC (“QL”), a wholly owned subsidiary of QLH, and CHT Buyer, LLC, a wholly owned subsidiary of QL ("Buyer"), entered into an Asset Purchase Agreement (as amended, the “Agreement”) to acquire substantially all of the assets of Customer Helper Team, LLC ("Seller" or "CHT"). CHT is a provider of customer generation and acquisition services for Medicare insurance, automobile insurance, health insurance, life insurance, debt settlement, and credit repair companies. The Company acquired CHT to increase its customer generation capabilities on various social media and short form video platforms. The transaction was closed on April 1, 2022.

The Company accounted for the transaction as a business combination using the acquisition method of accounting as CHT contained inputs and processes that were capable of being operated as a business. The acquisition date fair value of the purchase consideration for the acquisition was $56.7 million, and consisted of the following (in thousands):


	Fair Value
Cash consideration (net of working capital adjustments)	$	49,677
Contingent consideration	7,007
Total purchase consideration	$	56,684

A portion of the cash consideration paid at closing was funded by drawing $25.0 million under the 2021 Revolving Credit Facility, and the balance was funded from the Company's cash on hand as of the closing.

The Agreement also provides that the Company shall pay contingent consideration which could range from zero to $20.0 million, based upon CHT's achievement of certain revenue and gross margin targets for the two successive 12-month periods following the closing, as set forth in the Agreement. The contingent consideration has been classified as a liability and the estimated fair value was determined using a Monte Carlo model based on the revenue and gross margin projected to be generated by CHT during the applicable periods. The contingent consideration is subject to remeasurement at each reporting date until paid, with any adjustment resulting from the remeasurement reported within general & administrative expenses in the consolidated statements of operations. The fair value measurements of the contingent consideration are based primarily on significant unobservable inputs and thus represent a Level 3 measurement in the valuation hierarchy as defined in ASC 820.

Transaction-related costs incurred by the Company were $0.2 million and $0.5 million and were expensed as incurred and included in general and administrative expenses in the Company's consolidated statement of operations for the three and six months ended June 30, 2022, respectively.

In accordance with the acquisition method of accounting, the purchase consideration has been allocated to the assets acquired and liabilities assumed based on their fair values on the date of the acquisition as follows (in thousands):


Accounts receivable	$	1,275
Prepaid expenses and other current assets	17
Intangible assets	26,120
Goodwill	29,337
Accounts payable	(18)
Accrued expenses	(47)
Net assets acquired	$	56,684

The Company considers the measurement period to be one year form the date of acquisition. The fair value of working capital related items, including accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses, approximated their book values as of the closing date of the acquisition.

The excess of the purchase consideration over the fair value of the net assets acquired was recorded as goodwill. The resulting goodwill is attributable primarily to CHT's assembled workforce and the expanded market opportunities provided by the CHT business by increasing the Company’s ability to generate Consumer Referrals on various social media and short form video platforms. The goodwill resulting from the acquisition is tax deductible. For tax purposes, contingent consideration does not become part of tax goodwill until paid. As such, the amount of goodwill deductible for tax purposes as of the closing date of the acquisition was $22.6 million. The Company's estimate of the amount of tax deductible goodwill may change as the amounts of the payments of contingent consideration, if any, are finalized.

The identifiable intangible assets for the transaction are definite lived assets. The intangible assets are measured at fair value on a nonrecurring basis and are based primarily on significant unobservable inputs and thus represent a Level 3 measurement in the valuation hierarchy as defined in ASC 820. The acquired intangible asset categories, fair value, and amortization periods, were as follows (in thousands):


	Useful lives	Fair Value
Customer relationships	7 years	$	18,460
Trademarks, trade names, and domain names	10 years	7,660
		$	26,120

Customer relationships represent the fair value of the existing contractual relationships and were calculated using the excess earnings methodology of the income approach. The fair value for trademarks, trade names, and domain names was calculated using the relief-from-royalty methodology of the income approach. These fair value measurements were determined using risk-adjusted discount rates of 18.0%.

The weighted average life of intangible assets as of the acquisition date was 7.9 years. The fair value of the identified intangible assets subject to amortization will be amortized over the assets’ estimated useful lives based on the pattern in which the economic benefits are expected to be received.

Revenue and pretax loss of CHT included in the Company’s results from the acquisition date of April 1, 2022 through June 30, 2022 are as follows (in thousands):


Total revenues	$	2,134
Pretax loss	$	(803)

The following pro forma financial information summarizes the combined results of operations for the Company and CHT, as though the companies were combined as of the beginning of the Company’s fiscal 2021. The unaudited pro forma financial information was as follows (in thousands):


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Total revenues	$	103,449	$	164,504	$	252,318	$	345,068
Pretax (loss) income	$	(12,398)	$	(227)	$	(19,606)	$	10

The pro forma financial information for all periods presented above has been calculated after adjusting the results of CHT to reflect certain business combination and one-time accounting effects such as fair value adjustment of amortization expense from acquired intangible assets, interest expense on the amounts drawn under the 2021 Revolving Credit facility, and acquisition costs as though the acquisition occurred as of the beginning of the Company’s fiscal 2021. The historical consolidated financial information has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to the business combination, reasonably estimable and factually supportable. The pro forma financial information does not include the impact of remeasurement adjustments to the contingent considerations and restricted stock units granted to employees of CHT on the date of acquisition for post combination services and are included within the periods they were incurred. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the Company’s fiscal 2021.

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and intangible assets

Goodwill and intangible assets consisted of:


	As of
		June 30, 2022						December 31, 2021
(in thousands)	Useful life (months)	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Customer relationships	84 - 120	$	43,500	$	(14,836)	$	28,664	$	25,040	$	(12,730)	$	12,310
Non-compete agreements	60	303		(286)		17		303		(268)		35
Trademarks, trade names, and domain names	60 - 120	8,884		(1,238)		7,646		1,224		(1,002)		222
Intangible assets		$	52,687	$	(16,360)	$	36,327	$	26,567	$	(14,000)	$	12,567
Goodwill	Indefinite	$	47,739	$	—	$	47,739	$	18,402	$	—	$	18,402

Amortization expense related to intangible assets amounted to $1.7 million and $0.7 million for the three months ended June 30, 2022 and 2021, respectively, and $2.4 million and $1.5 million for the six months ended June 30, 2022 and 2021, respectively. The Company has no accumulated impairment of goodwill.

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


	As of
	June 30, 2022				December 31, 2021
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance	$	18,402	$	12,567	$	18,402	$	15,551
Additions to goodwill and intangible assets	29,337		26,120		—		—
Amortization	—		(2,360)		—		(2,984)
Ending balance	$	47,739	$	36,327	$	18,402	$	12,567

As of June 30, 2022, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows:


(in thousands)	Amortization expense
2022–Remaining Period	$	3,396
2023	6,917
2024	6,427
2025	5,759
2026	5,142
Thereafter	8,686
	$	36,327

Accrued Expenses

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses

Accrued expenses include the following:


	As of
(in thousands)	June 30, 2022		December 31, 2021
Accrued payroll and related expenses	$	2,811	$	5,030
Accrued operating expenses	2,146		1,103

Long-term Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Long-term Debt

Long-term debt

On July 29, 2021, the Company entered into an amendment (the "First Amendment") to the 2020 Credit Agreement dated as of September 23, 2020, with the lenders from time-to-time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended by the First Amendment, the “Amended Credit Agreement”). The Amended Credit Agreement provides for a new senior secured term loan facility in an aggregate principal amount of $190.0 million (the "2021 Term Loan Facility"), the proceeds of which were used to refinance all $186.4 million of the existing term loans outstanding and the unpaid interest thereof as of the date of the First Amendment, fees related to these transactions, and to provide cash for general corporate purposes, and a new senior secured revolving credit facility with commitments in an aggregate amount of $50.0 million (the "2021 Revolving Credit Facility" and, together with the 2021 Term Loan Facility, the "2021 Credit Facilities"), which replaced the existing revolving credit facility under the 2020 Credit Agreement.

Long-term debt consisted of the following:


	As of
(in thousands)	June 30, 2022		December 31, 2021
2021 Term Loan Facility	$	185,250	$	190,000

2021 Revolving Credit Facility	25,000		—
Debt issuance costs	(2,815)		(3,201)
Total debt	$	207,435	$	186,799
Less: current portion, net of debt issuance costs of $751 and $770, respectively	(8,749)		(8,730)
Total long-term debt	$	198,686	$	178,069

Loans under the 2021 Credit Facilities will mature on July 29, 2026. Loans under the 2021 Term Loan Facility 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 and will mature on July 29, 2026. Accordingly, the amount of mandatory quarterly principal payable amount under the 2021 Term Loan within the next twelve months has been classified within the current portion of long-term debt and the remaining balance as long-term debt, net of current portion on the consolidated balance sheets. The 2021 Revolving Credit Facility does not amortize and will mature on July 29, 2026 and has been classified as non-current within long-term debt, net of current portion on the consolidated balance sheet.

The Company incurred interest expense on the 2021 Term Loan Facility of $1.7 million and $2.2 million for the three months ended June 30, 2022 and 2021, respectively, and $3.0 million and $4.5 million for the six months ended June 30, 2022 and 2021, respectively. The Company incurred interest expense on the 2021 Revolving Credit Facility of $0.2 million and $0.3 million for the three and six months ended June 30, 2022, respectively. Interest expense included amortization of debt issuance costs on the 2021 Credit Facility of $0.2 million and $0.3 million for the three months ended June 30, 2022 and 2021, respectively, and $0.4 million and $0.7 million for the six months ended June 30, 2022 and 2021, respectively. Accrued interest was $1.8 million as of June 30, 2022 and $1.7 million as of December 31, 2021, and is included within accrued expenses on the consolidated balance sheets.

The expected future principal payments for all borrowings as of June 30, 2022 was as follows:


(in thousands)	Contractual maturity

2022–Remaining Period	$	4,750
2023	9,500
2024	9,500
2025	9,500
2026	177,000
Debt and issuance costs	210,250
Unamortized debt issuance costs	(2,815)
Total debt	$	207,435

The carrying amount of the 2021 Term Loan Facility and the 2021 Revolving Credit Facility 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 of the valuation 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

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+ Details

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and contingencies Litigation The Company is subject to certain legal proceedings and claims that arise in the normal course of business. In the opinion of management, the Company does not believe that the amount of liability, if any, as a result of these proceedings and claims will have a materially adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. As of June 30, 2022 and December 31, 2021, the Company did not have any contingency reserves established for any litigation liabilities.

Equity-based Compensation

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Equity-based Compensation

Equity-based compensation

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

Performance-Based Restricted Stock Units

In April 2022, the Company granted PRSUs to certain officers under the 2020 Omnibus Incentive Plan. Each PRSU represents the right to receive one share of Class A common stock upon vesting. The PRSUs granted vest based on the achievement of certain performance measures, as determined by the Compensation Committee of the Company's Board of Directors, with the resulting value earned divided by the weighted-average closing price of the Company's Class A common stock for the 90-day period preceding such determination to yield the number of PRSUs to be vested. The expected vesting period of such PRSUs is approximately one year.

The PRSUs are liability-classified awards, as they are based on a fixed dollar amount to be settled in a variable number of shares. At each reporting period, the Company recognizes any related expense based on the estimated probability of the achievement of these performance measures and the portion of the requisite service period completed. The amount of expense

recognized in any period can vary based on changes in the expected achievement of the specified performance measures. If such performance measures are determined to be not likely to be met, or are ultimately not met, no further expense is recognized and any previously recognized expense is reversed. Upon vesting of the PRSUs, the Company will issue the resulting number of shares of Class A common stock to the officers.

Equity-based compensation cost recognized for equity based awards outstanding during the three and six months ended June 30, 2022 and 2021 was as follows:


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
QLH Class B units	$	—	$	—	$	—	$	—
QLH restricted Class B-1 units	47		140		132		265
Restricted Class A shares	213		285		561		552
Restricted stock units	15,520		11,096		28,860		21,306
Performance restricted stock units	63		—		63		—
Total equity-based compensation	$	15,843	$	11,521	$	29,616	$	22,123

Equity-based compensation cost was allocated to the following expense categories in the consolidated statements of operations during the three and six months ended June 30, 2022 and 2021:


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Cost of revenue	$	1,240	$	442	$	1,638	$	842
Sales and marketing	2,769		1,981		5,474		3,683
Product development	2,646		1,665		4,895		2,997
General and administrative	9,188		7,433		17,609		14,601
Total equity-based compensation	$	15,843	$	11,521	$	29,616	$	22,123

As of June 30, 2022, total unrecognized compensation cost related to unvested QLH restricted Class B-1 units, restricted Class A shares, restricted stock units, and PRSUs was $0.2 million, $1.3 million, $108.0 million, and $0.2 million, respectively, which are expected to be recognized over weighted-average periods of 1.11 years, 1.41 years, 2.43 years, and 0.70 years, respectively.

Stockholders' Equity (Deficit)	6 Months Ended
Stockholders' Equity (Deficit)	Jun. 30, 2022
Equity [Abstract]
Stockholders' Equity (Deficit)	Stockholders' Equity (Deficit)Share Repurchase ProgramOn March 14, 2022, the Board of Directors approved a Share Repurchase Program ("Repurchase Program") that authorized the Company to repurchase up to $5.0 million of the Company’s Class A common stock from time to time in open market transactions at prevailing market prices or by other means in accordance with federal securities laws. The timing and amount of any share repurchases are determined by the Company’s management based on their ongoing evaluation of market conditions, the Company’s capital needs, debt covenants and other factors. The Repurchase Program does not obligate the Company to repurchase a fixed number of shares and any repurchases are accounted for as of the trade date with a corresponding liability. The excess between the repurchase price and the par value of the shares of Class A common stock repurchased is recorded as an adjustment to additional-paid-in capital. During the three and six months ended June 30, 2022, 321,150 shares of Class A common stock were repurchased for an aggregate amount of $3.5 million

- Definition

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

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+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value MeasurementsThe following table summarizes the Company’s financial instruments measured at fair value on a recurring basis by level, within the valuation hierarchy:


	June 30, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Liabilities
Contingent consideration	$	—	$	—	$	4,162	$	4,162
Total liabilities	$	—	$	—	$	4,162	$	4,162

December 31, 2021

(in thousands)

Level 1

Level 2

Level 3

Total

Liabilities

Contingent consideration

—

Total liabilities

—

Contingent consideration

Contingent consideration is measured at fair value on a recurring basis using significant unobservable inputs and thus represent a Level 3 measurement in the valuation hierarchy. The following table summarizes the changes in the contingent consideration:


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Beginning fair value	$	—	$	—	$	—	$	—
Additions in the period	7,007		—		7,007		—
Change in fair value	(2,845)		—		(2,845)		—
Ending fair value	$	4,162	$	—	$	4,162	$	—

Contingent consideration relates to the estimated amount of additional cash consideration to be paid in connection with the Company's acquisition of CHT. The fair value is dependent on the probability of achieving certain revenue and gross profit margin targets for the two successive 12-month periods following the closing of the acquisition. The Company used the Monte Carlo simulation approach to estimate the fair value of the revenue and gross margin targets and were determined using risk-adjusted discount rates and volatility for the revenue target of 6.0% and 12.5%, respectively and for the gross profit target of 19.0% and 70.0%, respectively. A change in any of these unobservable inputs can significantly change the fair value of the contingent consideration.

The fair value of the contingent consideration was remeasured as of June 30, 2022, and was determined to be $4.2 million based on CHT's projected revenue and gross margin for the applicable periods, and the resulting projected achievement levels of the financial targets. As of June 30, 2022, $1.0 million was included within accrued expenses as current and $3.2 million included within other long term liabilities on the Company's consolidated balance sheets.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income taxes

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

The Company estimates the annual effective tax rate for the full year to be applied to actual year-to-date income (loss) and adds the tax effects of any discrete items in the reporting period in which they occur. The Company’s effective income tax rate was (4.9)% and (8.3)% for the three and six months ended June 30, 2022, respectively. The Company’s effective income tax rate was 24.6% and 68.7% for the three and six months ended June 30, 2021, respectively.

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


	Three months ended June 30,						Six Months Ended June 30,
(in thousands, except percentages)	2022			2021			2022			2021
(Loss) before income taxes	$	(12,411)		$	(509)		$	(21,116)		$	(712)
Income tax expense (benefit)	$	611		$	(125)		$	1,754		$	(489)
Effective Tax Rate	(4.9)		%	24.6		%	(8.3)		%	68.7		%

The Company's effective tax rate of (4.9)% and (8.3)% for the three and six months ended June 30, 2022 differed from the U.S. federal statutory rate of 21%, due primarily to nondeductible equity-based compensation, losses associated with non-controlling interests not taxable to the Company, state taxes, and other nondeductible permanent items.

There were no material changes to the Company’s unrecognized tax benefits during the three and six months ended June 30, 2022, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year.

During the three and six months ended June 30, 2022, holders of Class B-1 units exchanged a total of 297,747 and 357,944 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 (the “Exchanges”). In connection with the Exchanges, the Company recognized an additional deferred tax asset of $1.1 million and $1.3 million during the three and six months ended June 30, 2022, respectively, associated with the basis difference in its investment in QLH. As of June 30, 2022, the total deferred tax asset related to the basis difference in the Company's investment in QLH was $80.0 million. The Company also recognized $0.3 million and $0.4 million of deferred tax assets for the three and six months ended June 30, 2022, respectively, related to additional tax basis increases generated from expected future payments under the Tax Receivables Agreement (“TRA”) and expected future deductions for imputed interest on such payments.

The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of June 30, 2022, there were no material changes to the Company's valuation allowance and the Company's assessment of the realizability of its deferred tax assets.

Tax Receivables Agreement

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

The Exchanges resulted in an increase in the tax basis of the Company's investment in QLH subject to the provisions of the TRA. As a result, the Company recognized an additional liability in the amount of $1.4 million and $1.6 million for the TRA-related payments during the three and six months ended June 30, 2022, respectively, representing 85% of the aggregate tax benefits it expects to realize from the increases in tax basis related to the redemption of Class B-1 units, after concluding it was probable that such TRA payments would be paid based on management's estimates of future taxable income.

During the three and six months ended June 30, 2022 , the Company paid $0 and $0.2 million pursuant to the TRA, respectively. As of June 30, 2022, the total amount of payments expected to be paid under the TRA was $86.1 million, of which $2.8 million was included in accrued expenses on the Company's consolidated balance sheets.

- Definition

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

+ 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 https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Earnings (Loss) Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Earning (Loss) Per Share

Earnings (Loss) Per Share


	Three months ended June 30,				Six Months Ended June 30,
(in thousands except share data and per share amount)	2022		2021		2022		2021
Basic
Net (loss)	$	(13,022)	$	(384)	$	(22,870)	$	(223)
Less: net (loss) attributable to non-controlling interest	(3,883)		(177)		(6,655)		(301)
Net (loss) income available for basic common shares	$	(9,139)	$	(207)	$	(16,215)	$	78
Weighted-average shares of Class A common stock outstanding - basic and diluted	41,705,344		37,667,432		41,279,146		35,414,548
(Loss) earnings per share of Class A common stock - basic and diluted	$	(0.22)	$	(0.01)	$	(0.39)	$	0.00

The Company’s potentially dilutive securities were not included in the calculation of diluted loss per share for the three and six months ended June 30, 2022 as the effect would be anti-dilutive. The following table summarizes the shares and units with a potentially dilutive impact:


	As of
	June 30, 2022	June 30, 2021
QLH Class B-1 Units	19,206,446	21,076,952
Restricted Class A Shares	332,072	789,999
Restricted stock units	6,371,147	4,850,011

Potential dilutive shares	25,909,665	26,716,962

The outstanding PRSUs were not included in the potentially dilutive securities as of June 30, 2022 as the performance conditions have not been met.

Non-Controlling Interest	6 Months Ended
Non-Controlling Interest	Jun. 30, 2022
Noncontrolling Interest [Abstract]
Non-Controlling Interest	Non-Controlling Interest In accordance with QLH’s limited liability company agreement, the Company allocates the share of net income (loss) to the holders of non-controlling interests pro-rata to their holdings at a point in time. The non-controlling interests balance represents the Class B-1 units, substantially all of which are held by Insignia and the Senior Executives. During the six months ended June 30, 2022, holders of Class B-1 units exchanged 357,944 Class B-1 units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis. As of June 30, 2022, the holders of the non-controlling interests owned 31.2%, with the remaining 68.8% owned by MediaAlpha, Inc. As of December 31, 2021, the holders of the non-controlling interests owned 32.1%, with the remaining 67.9% owned by MediaAlpha, Inc.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of the Company as of and for the periods presented have been included. The December 31, 2021 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2021 Annual Report on Form 10-K.
Revisions to previously issued consolidated financial statements	Revisions to previously issued consolidated financial statements On December 31, 2021, the Company adopted ASU No. 2016-02, Leases (Topic 842) effective from January 1, 2021 using the optional transition approach by applying the new standard to all leases existing at the date of initial application and prior periods were not restated. In connection with the adoption, quarterly amounts presented in the Company's prior Form 10-Q were revised. The impact of the adjustments was immaterial to the Company's consolidated financial statements.
Accounts receivable	Accounts receivable Accounts receivable are net of allowances for credit losses of $0.4 million and $0.6 million as of June 30, 2022 and December 31, 2021, respectively.
Concentrations of credit risk and of significant customers and suppliers	Concentrations of credit risk and of significant customers and suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts, and believes it is not exposed to unusual credit risk beyond the normal credit risk in this area based on the financial strength of the institutions with which the Company maintains its deposits. The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivable, and recording allowances for credit losses. Customer concentrations consisted of one customer that accounted for approximately $13 million, or 13%, and $32 million, or 13%, of revenue for the three and six months ended June 30, 2022, respectively, compared with two customers that collectively accounted for approximately $45 million, or 28%, and $95 million, or 29%, of revenue for the three and six months ended June 30, 2021, respectively. The Company's largest customer accounted for approximately $5 million, or 13%, of total accounts receivable as of June 30, 2022, compared with approximately $7 million, or 10%, of total accounts receivable as of December 31, 2021. The Company’s supplier concentration can expose the Company to business risks. For the three and six months ended June 30, 2022, the Company had one supplier that accounted for approximately $10 million, or 10%, and $24 million, or 10%, of total purchases, respectively, compared with no supplier that accounted for more than 10% of total purchases for the three and six months ended June 30, 2021. The Company's largest supplier accounted for approximately $6 million, or 18%, of total accounts payable as of June 30, 2022, compared with the Company's two largest suppliers that collectively accounted for approximately $21 million, or 34%, of total accounts payable as of December 31, 2021.
Equity-based compensation	Equity-based compensation The Company incurs equity-based compensation expense from restricted stock units (“RSUs”) and the unvested Restricted Class A shares and QLH Restricted Class B-1 units. Equity-classified awards to employees are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date and not subsequently remeasured unless modified. Liability-classified awards are measured at fair value on the grant date and remeasured at each reporting period until the award is settled. For awards subject to service conditions only, the fair value of the award on the grant date is expensed on a straight-line basis over the requisite service period of the award. The recognition period for these expenses begins at either the applicable service inception date or grant date and continues throughout the requisite service period. Compensation expense for RSUs granted with a performance condition is recognized on a graded vesting basis over the requisite service period. The amount of compensation expense at each reporting period related to the performance based restricted stock units ("PRSUs") is determined based on the Company's assessment of the probability of achieving the requisite performance criteria. The grant date fair value of RSUs is determined using the market closing price of Class A common stock on the date of grant. The Company accounts for forfeitures as they occur.
New accounting pronouncements	New Accounting Pronouncements Recently issued not yet adopted accounting pronouncements In March 2020 and January 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU 2021-1, Reference Rate Reform (Topic 848): Scope, respectively. ASU 2020-4 and ASU 2021-1 provide optional expedients and exceptions for applying U.S. GAAP, to contracts, and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-4 and ASU 2021-1 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-4 and ASU 2021-1 on its consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from contracts with customers. The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The guidance in ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU, but does not expect the adoption of this standard to have a significant impact on its consolidated financial statements.

Disaggregation of Revenue (Tables)

6 Months Ended

Jun. 30, 2022

Disaggregation of Revenue [Abstract]

Summary of Disaggregation of Revenue

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


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Revenue
Open marketplace transactions	$	99,633	$	152,522	$	237,729	$	321,870
Private marketplace transactions	3,816		4,831		8,319		9,071
Total	$	103,449	$	157,353	$	246,048	$	330,941

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


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Revenue
Property & casualty insurance	$	57,571	$	109,337	$	145,025	$	234,878
Health insurance	33,163		33,688		75,272		69,584
Life insurance	7,005		7,479		14,072		15,432
Other (1)	5,710		6,849		11,679		11,047
Total	$	103,449	$	157,353	$	246,048	$	330,941

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

Business Combinations (Tables)

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Summary of Consideration Transferred

The acquisition date fair value of the purchase consideration for the acquisition was $56.7 million, and consisted of the following (in thousands):


	Fair Value
Cash consideration (net of working capital adjustments)	$	49,677
Contingent consideration	7,007
Total purchase consideration	$	56,684

Summary of Purchase Price Allocation


Accounts receivable	$	1,275
Prepaid expenses and other current assets	17
Intangible assets	26,120
Goodwill	29,337
Accounts payable	(18)
Accrued expenses	(47)
Net assets acquired	$	56,684

Summary of Acquired Intangible Assets


	Useful lives	Fair Value
Customer relationships	7 years	$	18,460
Trademarks, trade names, and domain names	10 years	7,660
		$	26,120

Summary of Revenue and Pretax Loss

Revenue and pretax loss of CHT included in the Company’s results from the acquisition date of April 1, 2022 through June 30, 2022 are as follows (in thousands):


Total revenues	$	2,134
Pretax loss	$	(803)


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Total revenues	$	103,449	$	164,504	$	252,318	$	345,068
Pretax (loss) income	$	(12,398)	$	(227)	$	(19,606)	$	10

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill and Intangible Assets

Goodwill and intangible assets consisted of:


	As of
		June 30, 2022						December 31, 2021
(in thousands)	Useful life (months)	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Customer relationships	84 - 120	$	43,500	$	(14,836)	$	28,664	$	25,040	$	(12,730)	$	12,310
Non-compete agreements	60	303		(286)		17		303		(268)		35
Trademarks, trade names, and domain names	60 - 120	8,884		(1,238)		7,646		1,224		(1,002)		222
Intangible assets		$	52,687	$	(16,360)	$	36,327	$	26,567	$	(14,000)	$	12,567
Goodwill	Indefinite	$	47,739	$	—	$	47,739	$	18,402	$	—	$	18,402

Summary of Change in Goodwill and Intangible Assets

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


	As of
	June 30, 2022				December 31, 2021
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance	$	18,402	$	12,567	$	18,402	$	15,551
Additions to goodwill and intangible assets	29,337		26,120		—		—
Amortization	—		(2,360)		—		(2,984)
Ending balance	$	47,739	$	36,327	$	18,402	$	12,567

Summary of Future Amortization Expense on Identifiable Intangible Assets

As of June 30, 2022, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows:


(in thousands)	Amortization expense
2022–Remaining Period	$	3,396
2023	6,917
2024	6,427
2025	5,759
2026	5,142
Thereafter	8,686
	$	36,327

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Summary of Accrued Expenses

Accrued expenses include the following:


	As of
(in thousands)	June 30, 2022		December 31, 2021
Accrued payroll and related expenses	$	2,811	$	5,030
Accrued operating expenses	2,146		1,103

Long-term Debt (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:


	As of
(in thousands)	June 30, 2022		December 31, 2021
2021 Term Loan Facility	$	185,250	$	190,000

2021 Revolving Credit Facility	25,000		—
Debt issuance costs	(2,815)		(3,201)
Total debt	$	207,435	$	186,799
Less: current portion, net of debt issuance costs of $751 and $770, respectively	(8,749)		(8,730)
Total long-term debt	$	198,686	$	178,069

Schedule of Expected Future Principal Payments for Borrowings

The expected future principal payments for all borrowings as of June 30, 2022 was as follows:


(in thousands)	Contractual maturity

2022–Remaining Period	$	4,750
2023	9,500
2024	9,500
2025	9,500
2026	177,000
Debt and issuance costs	210,250
Unamortized debt issuance costs	(2,815)
Total debt	$	207,435

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Publisher FASB
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+ Details

Equity-based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Equity-based Compensation Cost Recognized

Equity-based compensation cost recognized for equity based awards outstanding during the three and six months ended June 30, 2022 and 2021 was as follows:


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
QLH Class B units	$	—	$	—	$	—	$	—
QLH restricted Class B-1 units	47		140		132		265
Restricted Class A shares	213		285		561		552
Restricted stock units	15,520		11,096		28,860		21,306
Performance restricted stock units	63		—		63		—
Total equity-based compensation	$	15,843	$	11,521	$	29,616	$	22,123

Schedule of Equity-based Compensation Expense

Equity-based compensation cost was allocated to the following expense categories in the consolidated statements of operations during the three and six months ended June 30, 2022 and 2021:


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Cost of revenue	$	1,240	$	442	$	1,638	$	842
Sales and marketing	2,769		1,981		5,474		3,683
Product development	2,646		1,665		4,895		2,997
General and administrative	9,188		7,433		17,609		14,601
Total equity-based compensation	$	15,843	$	11,521	$	29,616	$	22,123

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the Company’s financial instruments measured at fair value on a recurring basis by level, within the valuation hierarchy:


	June 30, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Liabilities
Contingent consideration	$	—	$	—	$	4,162	$	4,162
Total liabilities	$	—	$	—	$	4,162	$	4,162

December 31, 2021

(in thousands)

Level 1

Level 2

Level 3

Total

Liabilities

Contingent consideration

—

Total liabilities

—

Schedule of Fair Value of the Company's Contingent Consideration Obligations

The following table summarizes the changes in the contingent consideration:


	Three months ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Beginning fair value	$	—	$	—	$	—	$	—
Additions in the period	7,007		—		7,007		—
Change in fair value	(2,845)		—		(2,845)		—
Ending fair value	$	4,162	$	—	$	4,162	$	—

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Summary of Our Income Tax Expense (Benefit)

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


	Three months ended June 30,						Six Months Ended June 30,
(in thousands, except percentages)	2022			2021			2022			2021
(Loss) before income taxes	$	(12,411)		$	(509)		$	(21,116)		$	(712)
Income tax expense (benefit)	$	611		$	(125)		$	1,754		$	(489)
Effective Tax Rate	(4.9)		%	24.6		%	(8.3)		%	68.7		%

Earnings (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Summary of Calculation of Basic and Diluted Net Loss Per Share


	Three months ended June 30,				Six Months Ended June 30,
(in thousands except share data and per share amount)	2022		2021		2022		2021
Basic
Net (loss)	$	(13,022)	$	(384)	$	(22,870)	$	(223)
Less: net (loss) attributable to non-controlling interest	(3,883)		(177)		(6,655)		(301)
Net (loss) income available for basic common shares	$	(9,139)	$	(207)	$	(16,215)	$	78
Weighted-average shares of Class A common stock outstanding - basic and diluted	41,705,344		37,667,432		41,279,146		35,414,548
(Loss) earnings per share of Class A common stock - basic and diluted	$	(0.22)	$	(0.01)	$	(0.39)	$	0.00

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	As of
	June 30, 2022	June 30, 2021
QLH Class B-1 Units	19,206,446	21,076,952
Restricted Class A Shares	332,072	789,999
Restricted stock units	6,371,147	4,850,011

Potential dilutive shares	25,909,665	26,716,962

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Significant Accounting Policies [Line Items]
Accounts receivable, allowance for credit losses	$ 374		$ 374		$ 609
Revenue	103,449	$ 157,353	246,048	$ 330,941
Accounts receivable	38,856		38,856		76,094
Total purchases	87,925	132,305	208,806	279,485
Accounts payable	33,434		33,434		61,770
Paid to related party	1,300		2,200
Additional amount reimbursable to related party	400		500
Amount reimbursable to related party	500		$ 500		$ 2,300
Tax Receivables Agreement
Significant Accounting Policies [Line Items]
Related party transaction rate (as a percent)			85.00%
Paid to related party	0		$ 200
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Top One Customer
Significant Accounting Policies [Line Items]
Revenue	$ 13,000		$ 32,000
Concentration risk percentage	13.00%		13.00%
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Top Two Customer
Significant Accounting Policies [Line Items]
Revenue		$ 45,000		$ 95,000
Concentration risk percentage		28.00%		29.00%
Customer Concentration Risk \| Accounts Receivable \| Top One Customer
Significant Accounting Policies [Line Items]
Concentration risk percentage			13.00%		10.00%
Accounts receivable	$ 5,000		$ 5,000		$ 7,000
Supplier Concentration Risk \| Purchases \| Top One Supplier
Significant Accounting Policies [Line Items]
Concentration risk percentage	10.00%		10.00%
Total purchases	$ 10,000		$ 24,000
Supplier Concentration Risk \| Accounts Payable Benchmark \| Top One Supplier
Significant Accounting Policies [Line Items]
Concentration risk percentage			18.00%
Accounts payable	$ 6,000		$ 6,000
Supplier Concentration Risk \| Accounts Payable Benchmark \| Top Two Suppliers
Significant Accounting Policies [Line Items]
Concentration risk percentage					34.00%
Accounts payable					$ 21,000

Disaggregation of Revenue - Summary of Disaggregation of Revenue by Transaction Model (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 103,449	$ 157,353	$ 246,048	$ 330,941
Open marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	99,633	152,522	237,729	321,870
Private marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	$ 3,816	$ 4,831	$ 8,319	$ 9,071

- 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

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
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+ Details

Disaggregation of Revenue - Summary of Disaggregation of Revenue by Product Vertical (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 103,449	$ 157,353	$ 246,048	$ 330,941
Property & casualty insurance
Disaggregation of Revenue [Line Items]
Revenue	57,571	109,337	145,025	234,878
Health insurance
Disaggregation of Revenue [Line Items]
Revenue	33,163	33,688	75,272	69,584
Life insurance
Disaggregation of Revenue [Line Items]
Revenue	7,005	7,479	14,072	15,432
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 5,710	$ 6,849	$ 11,679	$ 11,047

- Definition

+ References

+ Details

Business Combinations - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended	6 Months Ended
	Apr. 01, 2022	Feb. 24, 2022	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Business Acquisition, Contingent Consideration [Line Items]
Revolving credit facility				$ 25,000	$ 0
Other long-term liabilities			$ 7,999	$ 7,999		$ 4,058
Discount rate				18.00%
Customer Helper Team, LLC
Business Acquisition, Contingent Consideration [Line Items]
Acquisition related costs			200	$ 500
Expected goodwill deductible for tax purposes			$ 22,600	$ 22,600
Customer Helper Team, LLC \| Minimum
Business Acquisition, Contingent Consideration [Line Items]
Contingent payments		$ 0
Customer Helper Team, LLC \| Maximum
Business Acquisition, Contingent Consideration [Line Items]
Contingent payments		20,000
Customer Helper Team, LLC \| Revolving Credit Facility \| 2021 Credit Facilities \| Line of credit
Business Acquisition, Contingent Consideration [Line Items]
Revolving credit facility	$ 25,000
QuoteLab, LLC
Business Acquisition, Contingent Consideration [Line Items]
Total purchase consideration		$ 56,684
Useful lives		7 years 10 months 24 days

Business Combinations - Summary of Consideration Transferred (Details) - QuoteLab, LLC $ in Thousands	Feb. 24, 2022 USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Cash consideration (net of working capital adjustments)	$ 49,677
Contingent consideration	7,007
Total purchase consideration	$ 56,684

Business Combinations - Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Feb. 24, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition, Contingent Consideration [Line Items]
Goodwill	$ 47,739		$ 18,402	$ 18,402
QuoteLab, LLC
Business Acquisition, Contingent Consideration [Line Items]
Accounts receivable		$ 1,275
Prepaid expenses and other current assets		17
Intangible assets		26,120
Goodwill		29,337
Accounts payable		(18)
Accrued expenses		(47)
Net assets acquired		$ 56,684

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Business Combinations - Summary of Acquired Intangible Assets (Details) - USD ($) $ in Thousands		6 Months Ended	9 Months Ended
	Feb. 24, 2022	Jun. 30, 2022	Sep. 30, 2021
Business Acquisition, Contingent Consideration [Line Items]
Fair Value		$ 26,120	$ 0
Customer relationships
Business Acquisition, Contingent Consideration [Line Items]
Useful lives		7 years
Fair Value		$ 18,460
Trademarks, trade names, and domain names
Business Acquisition, Contingent Consideration [Line Items]
Fair Value		$ 7,660
QuoteLab, LLC
Business Acquisition, Contingent Consideration [Line Items]
Useful lives	7 years 10 months 24 days
QuoteLab, LLC \| Trademarks, trade names, and domain names
Business Acquisition, Contingent Consideration [Line Items]
Useful lives		10 years

Business Combinations - Summary of Revenue and Pretax Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Business Acquisition, Contingent Consideration [Line Items]
(Loss) before income taxes	$ (12,411)	$ (509)	$ (21,116)	$ (712)
Customer Helper Team, LLC
Business Acquisition, Contingent Consideration [Line Items]
Revenues	2,134
(Loss) before income taxes	(803)
Total revenues	103,449	164,504	252,318	345,068
Pretax (loss) income	$ (12,398)	$ (227)	$ (19,606)	$ 10

- Definition

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

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- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

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

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 22: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	$ 52,687	$ 52,687	$ 26,567
Accumulated amortization	(16,360)	(16,360)	(14,000)
Net carrying amount	36,327	36,327	12,567	$ 15,551
Goodwill	47,739	47,739	18,402	$ 18,402
Customer relationships
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	43,500	43,500	25,040
Accumulated amortization	(14,836)	(14,836)	(12,730)
Net carrying amount	$ 28,664	$ 28,664	12,310
Customer relationships \| Minimum
Goodwill And Intangible Assets [Line Items]
Useful life (months)	84 months
Customer relationships \| Maximum
Goodwill And Intangible Assets [Line Items]
Useful life (months)	120 months
Non-compete agreements
Goodwill And Intangible Assets [Line Items]
Useful life (months)		60 months
Gross carrying amount	$ 303	$ 303	303
Accumulated amortization	(286)	(286)	(268)
Net carrying amount	17	17	35
Trademarks, trade names, and domain names
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	8,884	8,884	1,224
Accumulated amortization	(1,238)	(1,238)	(1,002)
Net carrying amount	$ 7,646	$ 7,646	$ 222
Trademarks, trade names, and domain names \| Minimum
Goodwill And Intangible Assets [Line Items]
Useful life (months)		60 months
Trademarks, trade names, and domain names \| Maximum
Goodwill And Intangible Assets [Line Items]
Useful life (months)		120 months

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 1,700,000	$ 700,000	$ 2,360,000	$ 1,492,000	$ 2,984,000
Accumulated impairment of goodwill	$ 0		$ 0

Goodwill and Intangible Assets - Summary of Change in Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2021
Goodwill
Beginning balance			$ 18,402	$ 18,402	$ 18,402	$ 18,402
Additions to goodwill			29,337		0
Ending balance	$ 47,739		47,739			18,402
Intangible assets
Beginning balance			12,567	15,551	15,551	15,551
Fair Value			26,120		$ 0
Amortization	(1,700)	$ (700)	(2,360)	$ (1,492)		(2,984)
Ending balance	$ 36,327		$ 36,327			$ 12,567

- Definition

+ References + Details

Goodwill and Intangible Assets - Summary of Future Amortization Expense on Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022 - Remaining Period	$ 3,396
2023	6,917
2024	6,427
2025	5,759
2026	5,142
Thereafter	8,686
Net carrying amount	$ 36,327	$ 12,567	$ 15,551

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued payroll and related expenses	$ 2,811	$ 5,030
Accrued operating expenses	$ 2,146	$ 1,103

Long-term Debt - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Jul. 29, 2021
Debt Instrument [Line Items]
Existing term loans outstanding	$ 207,435,000		$ 207,435,000		$ 186,799,000
Interest expense	1,700,000	$ 2,200,000	3,000,000	$ 4,500,000
Amortization of deferred debt issuance costs	200,000	$ 300,000	418,000	$ 694,000
Accrued interest	1,800,000		1,800,000		$ 1,700,000
Revolving Credit Facility
Debt Instrument [Line Items]
Interest expense	$ 200,000		$ 300,000
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
2021 Credit Facilities \| Revolving Credit Facility \| Line of credit
Debt Instrument [Line Items]
Revolving line of credit						50,000,000
2020 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Existing term loans outstanding						$ 186,400,000

Long-term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt issuance costs	$ (2,815)	$ (3,201)
Total debt	207,435	186,799
Debt issuance costs	751	770
Current portion of long-term debt	(8,749)	(8,730)
Total long-term debt	198,686	178,069
Term loan \| 2021 Credit Facilities
Debt Instrument [Line Items]
2021 Term Loan Facility	185,250	190,000
Line of credit \| 2021 Credit Facilities \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-Term Line of Credit	$ 25,000	$ 0

Long-term Debt - Schedule of Expected Future Principal Payments for Borrowings (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Long-Term Debt, Fiscal Year Maturity [Abstract]
2022–Remaining Period	$ 4,750
2023	9,500
2024	9,500
2025	9,500
2026	177,000
Debt and issuance costs	210,250
Unamortized debt issuance costs	(2,815)	$ (3,201)
Total debt	$ 207,435	$ 186,799

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Commitments and Contingencies - Additional Information (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Contingency reserves for litigation liabilities	$ 0	$ 0

Equity-based Compensation - Additional Information (Details) $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($)
QLH restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 0.2
Weighted average period of recognition	1 year 1 month 9 days
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 1.3
Weighted average period of recognition	1 year 4 months 28 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 108.0
Weighted average period of recognition	2 years 5 months 4 days
Performance restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Unrecognized compensation cost	$ 0.2
Weighted average period of recognition	8 months 12 days

Equity-based Compensation - Summary of Equity-based Compensation Cost Recognized (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 15,843	$ 11,521	$ 29,616	$ 22,123
QLH Class B units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	0	0	0	0
QLH restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	47	140	132	265
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	213	285	561	552
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	15,520	11,096	28,860	21,306
Performance restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 63	$ 0	$ 63	$ 0

Equity-based Compensation - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 15,843	$ 11,521	$ 29,616	$ 22,123
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	1,240	442	1,638	842
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	2,769	1,981	5,474	3,683
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	2,646	1,665	4,895	2,997
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 9,188	$ 7,433	$ 17,609	$ 14,601

Stockholders' Equity (Deficit) (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Mar. 14, 2022
Equity [Abstract]
Amount of shares authorized to be repurchased			$ 5,000
Shares repurchased (in shares)	321,150	321,150
Stock repurchased during period, value	$ 3,457	$ 3,500

Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration	$ 4,162	$ 0
Total liabilities	4,162	0
Level 1
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration	0	0
Total liabilities	0	0
Level 2
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration	0	0
Total liabilities	0	0
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration	4,162	0
Total liabilities	$ 4,162	$ 0

Fair Value Measurements - Schedule of Fair Value of the Company's Contingent Consideration Obligations (Details) - Contingent consideration - Level 3 - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning fair value	$ 0	$ 0	$ 0	$ 0
Additions in the period	7,007	0	7,007	0
Change in fair value	(2,845)	0	(2,845)	0
Ending fair value	$ 4,162	$ 0	$ 4,162	$ 0

Fair Value Measurements - Additional Information (Details) $ in Millions	Jun. 30, 2022 USD ($)	Jun. 30, 2021
Level 3 \| Revenue Target
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-adjusted target rates	0.060	0.125
Level 3 \| Gross Profit Target
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-adjusted target rates	0.190	0.700
QuoteLab, LLC
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration	$ 4.2
QuoteLab, LLC \| Accrued Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration	1.0
QuoteLab, LLC \| Other Noncurrent Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration	$ 3.2

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Effective income tax rate	(4.90%)	24.60%	(8.30%)	68.70%
Statutory federal tax rate			21.00%
Conversion of stock (in shares)	297,747		357,944
Additional deferred tax assets	$ 1,100		$ 1,300
Deferred tax assets related to additional tax basis increases generated from expected future payments under TR	300		400
Paid to related party	1,300		2,200
Liabilities under tax receivables agreement, net of current portion	83,279		83,279		$ 85,027
Tax Receivables Agreement
Income Tax Disclosure [Line Items]
Increase in liabilities under tax receivable agreement	1,400		$ 1,600
Percentage of additional liability of the aggregate tax benefits			85.00%
Paid to related party	0		$ 200
Liabilities under tax receivables agreement, net of current portion	86,100		86,100
Tax Receivables Agreement \| Accrued Expenses
Income Tax Disclosure [Line Items]
Liabilities under tax receivables agreement, net of current portion	2,800		2,800
QLH
Income Tax Disclosure [Line Items]
Deferred tax assets	$ 80,000		$ 80,000

Income Taxes - Summary of Our Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
(Loss) before income taxes	$ (12,411)	$ (509)	$ (21,116)	$ (712)
Income tax expense (benefit)	$ 611	$ (125)	$ 1,754	$ (489)
Effective Tax Rate	(4.90%)	24.60%	(8.30%)	68.70%

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

+ References + Details

Earnings (Loss) Per Share - Summary of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Basic
Net (loss)	$ (13,022)	$ (9,848)	$ (384)	$ 161	$ (22,870)	$ (223)
Less: net (loss) attributable to non-controlling interest	(3,883)		(177)		(6,655)	(301)
Net (loss) income available for basic common shares	$ (9,139)		$ (207)		$ (16,215)	$ 78
Weighted-average shares of Class A common stock outstanding - Basic (in shares)	41,705,344		37,667,432		41,279,146	35,414,548
(Loss) earnings per share of Class A common stock - Basic (in dollars per share)	$ (0.22)		$ (0.01)		$ (0.39)	$ 0.00
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	41,705,344		37,667,432		41,279,146	35,414,548
(Loss) earnings per share of Class A common stock - Diluted (in dollars per share)	$ (0.22)		$ (0.01)		$ (0.39)	$ 0.00
Class A Common
Basic
Weighted-average shares of Class A common stock outstanding - Basic (in shares)			37,667,432			35,414,548
(Loss) earnings per share of Class A common stock - Basic (in dollars per share)	(0.22)		$ (0.01)		(0.39)	$ 0.00
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)			37,667,432
(Loss) earnings per share of Class A common stock - Diluted (in dollars per share)	$ (0.22)		$ (0.01)		$ (0.39)	$ 0.00

Earnings (Loss) Per Share- Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	25,909,665	26,716,962
QLH Class B-1 Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	19,206,446	21,076,952
Restricted Class A shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	332,072	789,999
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	6,371,147	4,850,011

Non-Controlling Interest - Additional Information (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Noncontrolling Interest [Line Items]
Conversion of stock (in shares)	297,747	357,944
QLH
Noncontrolling Interest [Line Items]
Non-controlling interests owned	68.80%	68.80%	67.90%
QLH \| QLH Class B-1 Unitholders
Noncontrolling Interest [Line Items]
Remaining non-controlling interests owned	31.20%	31.20%	32.10%