0001818383-22-000147 | 10-Q | XBRL Viewer

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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Oct. 31, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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	Q3
Entity Central Index Key	0001818383
Current Fiscal Year End Date	--12-31
Class A Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		43,109,936
Class B Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		19,170,493

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 30,208	$ 50,564
Accounts receivable, net of allowance for credit losses of $356 and $609, respectively	34,708	76,094
Prepaid expenses and other current assets	4,951	10,448
Total current assets	69,867	137,106
Intangible assets, net	34,623	12,567
Goodwill	47,739	18,402
Deferred tax asset	103,584	102,656
Other assets	9,406	19,073
Total assets	265,219	289,804
Current liabilities
Accounts payable	42,336	61,770
Accrued expenses	12,723	13,716
Current portion of long-term debt	8,760	8,730
Total current liabilities	63,819	84,216
Long-term debt, net of current portion	181,494	178,069
Liabilities under tax receivables agreement, net of current portion	83,256	85,027
Other long-term liabilities	5,052	4,058
Total liabilities	333,621	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 September 30, 2022 and December 31, 2021	0	0
Additional paid-in capital	455,753	419,533
Accumulated deficit	(455,177)	(424,476)
Total stockholders' equity (deficit) attributable to MediaAlpha, Inc.	1,195	(4,337)
Non-controlling interests	(69,597)	(57,229)
Total stockholders' (deficit)	(68,402)	(61,566)
Total liabilities and stockholders' deficit	265,219	289,804
Class A Common
Stockholders' equity (deficit):
Common stock	427	410
Class B Common
Stockholders' equity (deficit):
Common stock	$ 192	$ 196

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accounts receivable, allowance for credit losses	$ 356	$ 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)	42,700,000	41,000,000
Common stock, outstanding (in shares)	42,700,000	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

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 89,017	$ 152,749	$ 335,065	$ 483,690
Costs and operating expenses
Cost of revenue	76,343	128,081	285,149	407,566
Sales and marketing	6,853	5,624	22,034	16,739
Product development	5,291	3,757	16,168	10,917
General and administrative	11,105	15,352	40,569	44,686
Total costs and operating expenses	99,592	152,814	363,920	479,908
(Loss) income from operations	(10,575)	(65)	(28,855)	3,782
Other expenses, net	8,602	316	8,123	337
Interest expense	2,593	1,765	5,908	6,303
Total other expense, net	11,195	2,081	14,031	6,640
(Loss) before income taxes	(21,770)	(2,146)	(42,886)	(2,858)
Income tax (benefit) expense	(544)	2,125	1,210	1,636
Net (loss)	(21,226)	(4,271)	(44,096)	(4,494)
Net (loss) attributable to non-controlling interest	(6,740)	(737)	(13,395)	(1,038)
Net (loss) attributable to MediaAlpha, Inc.	$ (14,486)	$ (3,534)	$ (30,701)	$ (3,456)
Net (loss) per share of Class A common stock
Basic (in dollars per share)	$ (0.34)	$ (0.09)	$ (0.74)	$ (0.09)
Diluted (in dollars per share)	$ (0.34)	$ (0.10)	$ (0.74)	$ (0.09)
Weighted average shares of Class A common stock outstanding
Basic (in shares)	42,210,186	38,416,723	41,592,783	36,426,270
Diluted (in shares)	42,210,186	61,190,185	41,592,783	36,426,270

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)	(4,494)
Ending balance (in shares) at Sep. 30, 2021		39,363,998	20,822,002
Ending balance at Sep. 30, 2021	(72,964)	$ 394	$ 208	407,745	(422,657)	(58,654)
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)
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	203			203
Exchange of non-controlling interest for Class A common stock (in shares)		218,997	(218,997)
Exchange of non-controlling interest for Class A common stock	0	$ 2	$ (2)	(624)		624
Vesting of restricted stock units (in shares)		454,991
Vesting of restricted stock units	0	$ 5		(5)
Equity-based compensation	11,198			11,069		129
Forfeiture of equity awards (in shares)		(19,774)
Forfeiture of equity awards	0
Shares withheld on tax withholding on vesting of restricted stock units	(608)			(608)
Member distributions	(228)				(228)
Net (loss)	(4,271)				(3,534)	(737)
Ending balance (in shares) at Sep. 30, 2021		39,363,998	20,822,002
Ending balance at Sep. 30, 2021	(72,964)	$ 394	$ 208	407,745	(422,657)	(58,654)
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]
Repurchases of Class A common Stock (in shares)	(455,297)
Repurchases of Class A common stock	$ (5,000)
Net (loss)	(44,096)
Ending balance (in shares) at Sep. 30, 2022		42,738,438	19,170,493
Ending balance at Sep. 30, 2022	(68,402)	$ 427	$ 192	455,753	(455,177)	(69,597)
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)
Repurchases of Class A common Stock (in shares)		(321,150)
Repurchases of Class A common stock	(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)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted stock units (in shares)		634,809
Vesting of restricted stock units	0	$ 6		(6)
Equity-based compensation	14,663			14,610		53
Shares withheld on tax withholding on vesting of restricted stock units	$ (815)			(815)
Repurchases of Class A common Stock (in shares)	(134,147)	(134,147)
Repurchases of Class A common stock	$ (1,551)	$ (1)		(1,550)
Net (loss)	(21,226)				(14,486)	(6,740)
Ending balance (in shares) at Sep. 30, 2022		42,738,438	19,170,493
Ending balance at Sep. 30, 2022	$ (68,402)	$ 427	$ 192	$ 455,753	$ (455,177)	$ (69,597)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash flows from operating activities
Net (loss)	$ (21,226)	$ (9,848)	$ (4,271)	$ 161	$ (44,096)	$ (4,494)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Non-cash equity-based compensation expense					44,216	33,321
Non-cash lease expense					539	420
Depreciation expense on property and equipment					295	272
Amortization of intangible assets	1,700		700		4,064	2,238	$ 2,984
Amortization of deferred debt issuance costs	200		300		626	966
Change in fair value of contingent consideration					(6,591)	0
Impairment of cost method investment	8,600				8,594	0
Credit losses					(109)	136
Deferred taxes					1,054	1,195
Tax receivable agreement liability adjustments					(576)	(604)
Changes in operating assets and liabilities:
Accounts receivable					42,840	24,854
Prepaid expenses and other current assets					5,451	4,191
Other assets					322	391
Accounts payable					(19,452)	(54,033)
Accrued expenses					(2,439)	(2,177)
Net cash provided by operating activities					34,738	6,676
Cash flows from investing activities
Purchases of property and equipment					(93)	(568)
Cash consideration paid in connection with CHT acquisition					(49,677)	0
Net cash (used in) investing activities					(49,770)	(568)
Cash flows from financing activities
Revolving credit facility					25,000	0
Repayments on revolving line of credit					(15,000)	0
Proceeds from issuance of long-term debt					0	190,000
Repayments on long-term debt					(7,125)	(186,375)
Payments of debt issuance costs					0	(866)
Repurchases of Class A common stock					(5,008)	0
Distributions					(590)	(338)
Shares withheld for taxes on vesting of restricted stock units					(2,601)	(2,782)
Net cash (used in) financing activities					(5,324)	(361)
Net (decrease) increase in cash and cash equivalents					(20,356)	5,747
Cash and cash equivalents, beginning of period		$ 50,564		$ 23,554	50,564	23,554	23,554
Cash and cash equivalents, end of period	$ 30,208		$ 29,301		30,208	29,301	$ 50,564
Supplemental disclosures of cash flow information
Interest					4,628	5,567
Income taxes paid, net of refunds					(2,144)	6
Non-cash Investing and Financing Activities:
Adjustments to liabilities under the tax receivable agreement					(1,619)	(55,482)
Establishment of deferred tax assets in connection with the Reorganization Transactions					(1,642)	(61,929)
Right-of-use assets obtained in exchange of lease obligations					0	4,108
Fair value of contingent consideration in connection with CHT acquisition					$ 7,007	$ 0

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 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 nine months ended September 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 September 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 $10 million, or 11%, and $42 million, or 13%, of revenue for the three and nine months ended September 30, 2022, respectively, compared with two customers that collectively accounted for approximately $46 million, or 30%, and $141 million, or 29%, of revenue for the three and nine months ended September 30, 2021, respectively. The Company's largest customer accounted for approximately $4 million, or 11%, of total accounts receivable as of September 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 nine months ended September 30, 2022, the Company had one supplier that accounted for approximately $9 million, or 11%, and $33 million, or 11%, of total purchases, respectively, compared with one supplier that accounted for approximately $13 million, or 10%, of total purchases for the three months ended September 30, 2021, and no supplier that accounted for more than 10% of total purchases for the nine months ended September 30, 2021. The Company's largest supplier accounted for approximately $6 million, or 13%, of total accounts payable as of September 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 nine months ended September 30, 2022, payments of $0 and $0.2 million, respectively, were made pursuant to the TRA. The Company paid $0 and $2.2 million during the three and nine months ended September 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 and $0.5 million during the three and nine months ended September 30, 2022, respectively. The total amount reimbursable to White Mountains was $0.5 million as of September 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. Liquidity As of September 30, 2022, the aggregate principal amount outstanding under the 2021 Credit Facilities was $192.9 million, with $40.0 million remaining for borrowing under the 2021 Revolving Credit Facility. As of September 30, 2022, the Company was in compliance with all of its financial covenants under such credit facilities. The Company’s ability to continue to comply with its covenants will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control. The Company believes it has sufficient cash on hand, positive working capital, and availability to access additional cash under its 2021 Revolving Credit Facility to meet its business operating requirements, its capital expenditures and to continue to comply with its debt covenants for at least the next twelve months as of the filing date of this Quarterly Report on Form 10-Q. In the event that the Company does not remain in compliance with its financial covenants under the 2021 Credit Facilities, the Company may need to negotiate amendments to or waivers of the terms of such credit facilities, refinance its debt, or raise additional capital. The Company’s results are subject to fluctuations as a result of business cycles experienced by companies in the insurance industry. The Company believes that the property & casualty (P&C) insurance industry is currently in a “hard” market condition, in which many carriers are experiencing higher-than-expected underwriting losses and are reducing their customer acquisition spending until they can increase their premium rates, which in most states requires the approval of insurance regulators. The extent to which the hard market condition impacts the Company’s business, results of operations, cash flows and financial condition will depend on future developments, which remain highly uncertain and cannot be reasonably predicted, including inflation rates, the extent of major catastrophic losses and whether and when premium increases are approved by regulators. The Company considered the impact of this uncertainty on the assumptions and estimates used when preparing these quarterly financial statements. These assumptions and estimates may change as new events occur, and such changes could have an adverse impact on the Company's results of operations, financial position and liquidity. 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, but does not expect the adoption of this standard to have a material impact 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 material impact on its consolidated financial statements.

Disaggregation of Revenue

9 Months Ended

Sep. 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 September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Revenue
Open marketplace transactions	$	86,279	$	147,800	$	324,008	$	469,670
Private marketplace transactions	2,738		4,949		11,057		14,020
Total	$	89,017	$	152,749	$	335,065	$	483,690

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


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Revenue
Property & casualty insurance	$	43,844	$	105,104	$	188,869	$	339,981
Health insurance	33,393		34,053		108,665		103,637
Life insurance	6,977		7,489		21,049		22,921
Other	4,803		6,103		16,482		17,151
Total	$	89,017	$	152,749	$	335,065	$	483,690

- 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
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-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
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
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+ Details

Business Combinations

9 Months Ended

Sep. 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 twelve-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 $0.1 million and $0.6 million for the three and nine months ended September 30, 2022, respectively and were expensed as incurred and included in general and administrative expenses in the Company's consolidated statement of operations.

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 for such purchase price allocation to be one year from 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 are as follows:


(in thousands)	Three months ended September 30, 2022		April 1, 2022 to September 30, 2022
Total revenues	$	2,165	$	4,299
Pretax (loss)	$	(832)	$	(1,635)

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:


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Total revenues	$	89,017	$	159,160	$	341,335	$	504,227
Pretax (loss)	$	(21,664)	$	(1,565)	$	(41,270)	$	(1,661)

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

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and intangible assets

Goodwill and intangible assets consisted of:


	As of
		September 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	$	(16,334)	$	27,166	$	25,040	$	(12,730)	$	12,310
Non-compete agreements	60	303		(294)		9		303		(268)		35
Trademarks, trade names, and domain names	60 - 120	8,884		(1,436)		7,448		1,224		(1,002)		222
Intangible assets		$	52,687	$	(18,064)	$	34,623	$	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 September 30, 2022 and 2021, respectively, and $4.1 million and $2.2 million for the nine months ended September 30, 2022 and 2021, respectively.

Goodwill is not amortized and is tested for impairment at least annually in the fourth quarter or when events or circumstances indicate that the fair value of a reporting unit may be below its carrying value. In addition, long-lived assets and finite lived intangible assets are analyzed quarterly for any impairment indicators. During 2022, the Company's operating results declined primarily due to lower customer acquisition spending by P&C insurance carriers and global macroeconomic conditions, including the effects of inflation, rising interest rates, and market volatility, which placed increased pressure on the fair value of the Company's goodwill and long-lived assets and finite lived intangible assets. Based on factors such as the Company's market capitalization significantly exceeding its net carrying value, positive financial results in the current quarter, the Company's projected future cash flow from operations and earnings from operations, and regulatory approval of premium rate increases in numerous states increasing the Company's confidence that it will begin to see a recovery in the P&C insurance vertical in the first half of 2023, the Company determined it is more likely than not that the fair value of these assets continues to exceed its carrying value of as of September 30, 2022 and concluded that no triggering event has occurred in the current quarter. The Company will perform its annual impairment testing for goodwill during the three months ended December 31, 2022. The Company has no accumulated impairment of goodwill.

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


	As of
	September 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	—		(4,064)		—		(2,984)
Ending balance	$	47,739	$	34,623	$	18,402	$	12,567

As of September 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	$	1,691
2023	6,917
2024	6,428
2025	5,759
2026	5,143
Thereafter	8,685
	$	34,623

Accrued Expenses

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses

Accrued expenses include the following:


	As of
(in thousands)	September 30, 2022		December 31, 2021
Accrued payroll and related expenses	$	3,360	$	5,030

Long-term Debt

9 Months Ended

Sep. 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 that are 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, to pay 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)	September 30, 2022		December 31, 2021
2021 Term Loan Facility	$	182,875	$	190,000

2021 Revolving Credit Facility	10,000		—
Debt issuance costs	(2,621)		(3,201)
Total debt	$	190,254	$	186,799
Less: current portion, net of debt issuance costs of $740 and $770, respectively	(8,760)		(8,730)
Total long-term debt	$	181,494	$	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 $2.4 million and $1.8 million for the three months ended September 30, 2022 and 2021, respectively, and $5.4 million and $6.3 million for the nine months ended

September 30, 2022 and 2021, respectively. The Company incurred interest expense on the 2021 Revolving Credit Facility of $0.2 million and $0.5 million for the three and nine months ended September 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 September 30, 2022 and 2021, respectively, and $0.6 million and $1.0 million for the nine months ended September 30, 2022 and 2021, respectively. Accrued interest was $2.4 million as of September 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 September 30, 2022 was as follows:


(in thousands)	Contractual maturity

2022–Remaining Period	$	2,375
2023	9,500
2024	9,500
2025	9,500
2026	162,000
Debt and issuance costs	192,875
Unamortized debt issuance costs	(2,621)
Total debt	$	190,254

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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+ Details

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 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 September 30, 2022 and December 31, 2021, the Company did not have any contingency reserves established for any litigation liabilities.

Equity-based Compensation

9 Months Ended

Sep. 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 nine months ended September 30, 2022 and 2021 was as follows:


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
QLH Class B units	$	—	$	—	$	—	$	—
QLH restricted Class B-1 units	53		129		185		393
Restricted Class A shares	213		275		774		828
Restricted stock units	14,397		10,794		43,257		32,100
Performance restricted stock units	(63)		—		—		—
Total equity-based compensation	$	14,600	$	11,198	$	44,216	$	33,321

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


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cost of revenue	$	999	$	447	$	2,637	$	1,289
Sales and marketing	2,477		1,956		7,951		5,639
Product development	2,426		1,602		7,321		4,599
General and administrative	8,698		7,193		26,307		21,794
Total equity-based compensation	$	14,600	$	11,198	$	44,216	$	33,321

As of September 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 $0.1 million, $1.1 million, $93.0 million, and $0, respectively, which are expected to be recognized over weighted-average periods of 0.92 years, 1.22 years, 2.24 years, and 0.45 years, respectively.

Stockholders' Equity (Deficit)	9 Months Ended
Stockholders' Equity (Deficit)	Sep. 30, 2022
Equity [Abstract]
Stockholders' Equity (Deficit)	Stockholders' Equity (Deficit) Share Repurchase Program On March 14, 2022, the Board of Directors approved a Share Repurchase Program ("Repurchase Program") that authorized the Company to repurchase up to $5.0 million of the Company’s Class A common stock from time to time in open market transactions at prevailing market prices or by other means in accordance with federal securities laws. The Company completed the Repurchase Program during the three months ended September 30, 2022. The Repurchase Program did not obligate the Company to repurchase a fixed number of shares and any repurchases were 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 was recorded as an adjustment to additional-paid-in capital. During the three and nine months ended September 30, 2022, 134,147 and 455,297 shares of Class A common stock were repurchased for an aggregate amount of $1.6 million and $5.0 million, respectively.

- 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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-Topic 505
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 13
-Subparagraph (h)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 14
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 16
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

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


	September 30, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Liabilities
Contingent consideration	$	—	$	—	$	416	$	416
Total liabilities	$	—	$	—	$	416	$	416

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 September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Beginning fair value	$	4,162	$	—	$	—	$	—
Additions in the period	—		—		7,007		—
Change in fair value	(3,746)		—		(6,591)		—
Ending fair value	$	416	$	—	$	416	$	—

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 twelve-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, using risk-adjusted discount rates and volatility of 7.0% and 12.5%, respectively, for the revenue target and 19.0% and 70.0%, respectively, for the gross profit target. 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 September 30, 2022, and was determined to be $0.4 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 September 30, 2022, $0 was included in accrued expenses as current and $0.4 million was included in other long term liabilities on the Company's consolidated balance sheets.

The following are Company’s financial instruments measured at fair value on a non-recurring basis:

Long-Term Debt

The carrying amount of the 2021 Term Loan Facility and the 2021 Revolving Credit Facility approximates the fair values. The Company used a discounted cash flow analysis to estimate the fair value of the long-term debt, using an adjusted discount rate of 7.15% and the estimated payments under the 2021 Credit Facilities until maturity, including interest payable based on the Company's forecasted net leverage ratio. The fair value of the long-term debt was a transfer into Level 3 of the valuation hierarchy during the three months ended September 30, 2022.

Cost method investment

The Company has elected the measurement alternative for its investment in equity securities without readily determinable fair values and reviews such investment on a quarterly basis to determine if it has been impaired. If the Company's assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in its consolidated statement of operations an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. During the three months ended September 30, 2022, the Company determined that a significant deterioration in the earnings performance and negative cash flows from operations of the investee had occurred, and recognized an impairment loss of $8.6 million in other expenses, net in the consolidated statements of operations. The carrying value of the Company’s cost method investment, which is included in other assets in the consolidated balance sheets, was $1.4 million as of September 30, 2022 and $10.0 million as of December 31, 2021.

The Company used a discounted cash flow model and market approach to estimate the fair value of equity and used the Option Pricing Method to allocate the overall equity value to estimate the fair value of the common stock based on the liquidation preference. The key assumptions used include risk-adjusted discount rate of 20.0%, equity volatility of 115.0%, and discount for lack of marketability of common stock of 30.0%. Given the significant unobservable inputs involved in valuation of the investment, it is classified within Level 3 of the fair value hierarchy. A change in any of these unobservable inputs can significantly change the fair value of the investment.

The table below displays the significant unobservable inputs used to develop our Level 3 fair value measurements as of September 30, 2022:

Quantitative Information about Level 3 Fair Value Measurement

Valuation Technique

Unobservable Input

Rate

Contingent consideration

Monte Carlo

Risk-adjusted discount rate

7.0% - 19.0%

Volatility

12.5% - 70.0%

Cost method investment

Discounted Cash Flow

Risk-adjusted discount rate

20.00%

Option Pricing Method

Equity volatility

115.00%

Discount for lack of marketability

30.00%

- 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

9 Months Ended

Sep. 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 2.5% and (2.8)% for the three and nine months ended September 30, 2022, respectively. The Company’s effective income tax rate was (99.0)% and (57.2)% for the three and nine months ended September 30, 2021, respectively.

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


	Three months ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages)	2022			2021			2022			2021
(Loss) before income taxes	$	(21,770)		$	(2,146)		$	(42,886)		$	(2,858)
Income tax (benefit) expense	$	(544)		$	2,125		$	1,210		$	1,636
Effective Tax Rate	2.5		%	(99.0)		%	(2.8)		%	(57.2)		%

The Company's effective tax rate of 2.5% and (2.8)% for the three and nine months ended September 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 nine months ended September 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 nine months ended September 30, 2022, holders of Class B-1 units exchanged a total of 0 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 $0 and $1.3 million during the three and nine months ended September 30, 2022, respectively, associated with the basis difference in its investment in QLH. As of September 30, 2022, the total deferred tax asset related to the basis difference in the Company's investment in QLH was $78.4 million. The Company also recognized $0 and $0.4 million of deferred tax assets for the three and nine months ended September 30, 2022, respectively, related to additional tax basis increases generated from expected future payments under the 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. Significant judgement is required by the Company in assessing the positive and negative evidence when determining the realizability of its deferred tax asset. As of September 30, 2022 and December 31, 2021, the Company recorded a $2.1 million and $4.2 million valuation allowance against deferred tax assets, respectively, related to the portion of its investment in partnership not expected to be realized in the foreseeable future and certain state net operating losses and foreign tax credits as it believes it is more likely-than-not that such attributes will expire prior to utilization. However, due to the recent losses incurred, if the Company continues to generate losses in the future, the Company believes there is a reasonable possibility it may not have sufficient positive evidence to outweigh this negative evidence and additional valuation allowance against its deferred tax assets may be required. Establishment of a valuation allowance would result in an increase to income tax expense for the period the valuation allowance is recognized and could have a material effect on the consolidated statement of operations and consolidated balance sheets.

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 for TRA related payments of $0 and $1.6 million during the three and nine months ended September 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 nine months ended September 30, 2022 , the Company paid $0 and $0.2 million, respectively, pursuant to the TRA. As of September 30, 2022, the total expected payments under the TRA were $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)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

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

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

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

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
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-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

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Earning (Loss) Per Share

Earnings (Loss) Per Share


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands except share data and per share amount)	2022		2021		2022		2021
Basic
Net (loss)	$	(21,226)	$	(4,271)	$	(44,096)	$	(4,494)
Less: net (loss) attributable to non-controlling interest	(6,740)		(737)		(13,395)		(1,038)
Net (loss) available for basic common shares	$	(14,486)	$	(3,534)	$	(30,701)	$	(3,456)
Weighted-average shares of Class A common stock outstanding - basic and diluted	42,210,186		38,416,723		41,592,783		36,426,270
(Loss) per share of Class A common stock - basic and diluted	$	(0.34)	$	(0.09)	$	(0.74)	$	(0.09)


(in thousands except share data and per share amount)	Three months ended September 30, 2021
Diluted
Net (loss)	$	(4,271)
Add: incremental tax benefits related to exchange of Class B-units	(1,662)
Net (loss) available for diluted common shares	$	(5,933)
Weighted-average shares outstanding:
Class A common stock	38,416,723
Class B-1 units	20,891,992
Restricted Class A shares	655,412
Restricted stock units	1,226,058
Weighted-average shares of Class A common stock and potential Class A common stock	61,190,185
Net (loss) per share of Class A common stock - diluted	$	(0.10)

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


	As of
	September 30, 2022	September 30, 2021
QLH Class B-1 Units	19,206,446	20,857,955
Restricted Class A Shares	261,558	635,532
Restricted stock units	5,688,174	4,267,249

Potential dilutive shares	25,156,178	25,760,736

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

Non-Controlling Interest	9 Months Ended
Non-Controlling Interest	Sep. 30, 2022
Noncontrolling Interest [Abstract]
Non-Controlling Interest	Non-Controlling Interest Pursuant to QLH’s limited liability company agreement, QLH has two classes of equity securities, Class A-1 units, which have all voting rights in QLH, and Class B-1 units, which have no voting or control rights. The Company allocates a share of net income (loss) to the holders of non-controlling interests pro-rata to their ownership interest in QLH at a point in time. The non-controlling interests balance represents the Class B-1 units, substantially all of which are held by Insignia and the Senior Executives. During the three and nine months ended September 30, 2022, the holders of the non-controlling interests exchanged 0 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. As of September 30, 2022, the holders of the non-controlling interests owned 30.9% of the total equity interests in QLH, with the remaining 69.1% owned by MediaAlpha, Inc. As of December 31, 2021, the holders of the non-controlling interests owned 32.1% of the total equity interests in QLH, with the remaining 67.9% owned by MediaAlpha, Inc.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 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 September 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 $10 million, or 11%, and $42 million, or 13%, of revenue for the three and nine months ended September 30, 2022, respectively, compared with two customers that collectively accounted for approximately $46 million, or 30%, and $141 million, or 29%, of revenue for the three and nine months ended September 30, 2021, respectively. The Company's largest customer accounted for approximately $4 million, or 11%, of total accounts receivable as of September 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 nine months ended September 30, 2022, the Company had one supplier that accounted for approximately $9 million, or 11%, and $33 million, or 11%, of total purchases, respectively, compared with one supplier that accounted for approximately $13 million, or 10%, of total purchases for the three months ended September 30, 2021, and no supplier that accounted for more than 10% of total purchases for the nine months ended September 30, 2021. The Company's largest supplier accounted for approximately $6 million, or 13%, of total accounts payable as of September 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, but does not expect the adoption of this standard to have a material impact 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 material impact on its consolidated financial statements.

Disaggregation of Revenue (Tables)

9 Months Ended

Sep. 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 September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Revenue
Open marketplace transactions	$	86,279	$	147,800	$	324,008	$	469,670
Private marketplace transactions	2,738		4,949		11,057		14,020
Total	$	89,017	$	152,749	$	335,065	$	483,690

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


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Revenue
Property & casualty insurance	$	43,844	$	105,104	$	188,869	$	339,981
Health insurance	33,393		34,053		108,665		103,637
Life insurance	6,977		7,489		21,049		22,921
Other	4,803		6,103		16,482		17,151
Total	$	89,017	$	152,749	$	335,065	$	483,690

Business Combinations (Tables)

9 Months Ended

Sep. 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 are as follows:


(in thousands)	Three months ended September 30, 2022		April 1, 2022 to September 30, 2022
Total revenues	$	2,165	$	4,299
Pretax (loss)	$	(832)	$	(1,635)


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Total revenues	$	89,017	$	159,160	$	341,335	$	504,227
Pretax (loss)	$	(21,664)	$	(1,565)	$	(41,270)	$	(1,661)

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill and Intangible Assets

Goodwill and intangible assets consisted of:


	As of
		September 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	$	(16,334)	$	27,166	$	25,040	$	(12,730)	$	12,310
Non-compete agreements	60	303		(294)		9		303		(268)		35
Trademarks, trade names, and domain names	60 - 120	8,884		(1,436)		7,448		1,224		(1,002)		222
Intangible assets		$	52,687	$	(18,064)	$	34,623	$	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
	September 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	—		(4,064)		—		(2,984)
Ending balance	$	47,739	$	34,623	$	18,402	$	12,567

Summary of Future Amortization Expense on Identifiable Intangible Assets

As of September 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	$	1,691
2023	6,917
2024	6,428
2025	5,759
2026	5,143
Thereafter	8,685
	$	34,623

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Summary of Accrued Expenses

Accrued expenses include the following:


	As of
(in thousands)	September 30, 2022		December 31, 2021
Accrued payroll and related expenses	$	3,360	$	5,030

Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:


	As of
(in thousands)	September 30, 2022		December 31, 2021
2021 Term Loan Facility	$	182,875	$	190,000

2021 Revolving Credit Facility	10,000		—
Debt issuance costs	(2,621)		(3,201)
Total debt	$	190,254	$	186,799
Less: current portion, net of debt issuance costs of $740 and $770, respectively	(8,760)		(8,730)
Total long-term debt	$	181,494	$	178,069

Schedule of Expected Future Principal Payments for Borrowings

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


(in thousands)	Contractual maturity

2022–Remaining Period	$	2,375
2023	9,500
2024	9,500
2025	9,500
2026	162,000
Debt and issuance costs	192,875
Unamortized debt issuance costs	(2,621)
Total debt	$	190,254

- 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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-Name Accounting Standards Codification
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-Paragraph 1
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+ Details

Equity-based Compensation (Tables)

9 Months Ended

Sep. 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 nine months ended September 30, 2022 and 2021 was as follows:


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
QLH Class B units	$	—	$	—	$	—	$	—
QLH restricted Class B-1 units	53		129		185		393
Restricted Class A shares	213		275		774		828
Restricted stock units	14,397		10,794		43,257		32,100
Performance restricted stock units	(63)		—		—		—
Total equity-based compensation	$	14,600	$	11,198	$	44,216	$	33,321

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 nine months ended September 30, 2022 and 2021:


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cost of revenue	$	999	$	447	$	2,637	$	1,289
Sales and marketing	2,477		1,956		7,951		5,639
Product development	2,426		1,602		7,321		4,599
General and administrative	8,698		7,193		26,307		21,794
Total equity-based compensation	$	14,600	$	11,198	$	44,216	$	33,321

Fair Value Measurements (Tables)

9 Months Ended

Sep. 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:


	September 30, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Liabilities
Contingent consideration	$	—	$	—	$	416	$	416
Total liabilities	$	—	$	—	$	416	$	416

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 September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Beginning fair value	$	4,162	$	—	$	—	$	—
Additions in the period	—		—		7,007		—
Change in fair value	(3,746)		—		(6,591)		—
Ending fair value	$	416	$	—	$	416	$	—

Fair Value Measurement Inputs and Valuation Techniques

The table below displays the significant unobservable inputs used to develop our Level 3 fair value measurements as of September 30, 2022:

Quantitative Information about Level 3 Fair Value Measurement

Valuation Technique

Unobservable Input

Rate

Contingent consideration

Monte Carlo

Risk-adjusted discount rate

7.0% - 19.0%

Volatility

12.5% - 70.0%

Cost method investment

Discounted Cash Flow

Risk-adjusted discount rate

20.00%

Option Pricing Method

Equity volatility

115.00%

Discount for lack of marketability

30.00%

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Summary of Our Income Tax Expense (Benefit)

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


	Three months ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages)	2022			2021			2022			2021
(Loss) before income taxes	$	(21,770)		$	(2,146)		$	(42,886)		$	(2,858)
Income tax (benefit) expense	$	(544)		$	2,125		$	1,210		$	1,636
Effective Tax Rate	2.5		%	(99.0)		%	(2.8)		%	(57.2)		%

Earnings (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Summary of Calculation of Basic and Diluted Net Loss Per Share


	Three months ended September 30,				Nine Months Ended September 30,
(in thousands except share data and per share amount)	2022		2021		2022		2021
Basic
Net (loss)	$	(21,226)	$	(4,271)	$	(44,096)	$	(4,494)
Less: net (loss) attributable to non-controlling interest	(6,740)		(737)		(13,395)		(1,038)
Net (loss) available for basic common shares	$	(14,486)	$	(3,534)	$	(30,701)	$	(3,456)
Weighted-average shares of Class A common stock outstanding - basic and diluted	42,210,186		38,416,723		41,592,783		36,426,270
(Loss) per share of Class A common stock - basic and diluted	$	(0.34)	$	(0.09)	$	(0.74)	$	(0.09)


(in thousands except share data and per share amount)	Three months ended September 30, 2021
Diluted
Net (loss)	$	(4,271)
Add: incremental tax benefits related to exchange of Class B-units	(1,662)
Net (loss) available for diluted common shares	$	(5,933)
Weighted-average shares outstanding:
Class A common stock	38,416,723
Class B-1 units	20,891,992
Restricted Class A shares	655,412
Restricted stock units	1,226,058
Weighted-average shares of Class A common stock and potential Class A common stock	61,190,185
Net (loss) per share of Class A common stock - diluted	$	(0.10)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	As of
	September 30, 2022	September 30, 2021
QLH Class B-1 Units	19,206,446	20,857,955
Restricted Class A Shares	261,558	635,532
Restricted stock units	5,688,174	4,267,249

Potential dilutive shares	25,156,178	25,760,736

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Significant Accounting Policies [Line Items]
Accounts receivable, allowance for credit losses	$ 356,000		$ 356,000		$ 609,000
Revenue	89,017,000	$ 152,749,000	335,065,000	$ 483,690,000
Accounts receivable	34,708,000		34,708,000		76,094,000
Total purchases	76,343,000	128,081,000	285,149,000	407,566,000
Accounts payable	42,336,000		42,336,000		61,770,000
Paid to related party	0		2,200,000
Additional amount reimbursable to related party	0		500,000
Amount reimbursable to related party	500,000		500,000		$ 2,300,000
Revolving Credit Facility
Significant Accounting Policies [Line Items]
Available credit under agreement	40,000,000		40,000,000
Outstanding amount drawn under revolving credit facility	192,900,000		$ 192,900,000
Tax Receivables Agreement
Significant Accounting Policies [Line Items]
Related party transaction rate (as a percent)			85.00%
Paid to related party	0		$ 200,000
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Top One Customer
Significant Accounting Policies [Line Items]
Revenue	$ 10,000,000		$ 42,000,000
Concentration risk percentage	11.00%		13.00%
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Top Two Customer
Significant Accounting Policies [Line Items]
Revenue		$ 46,000,000		$ 141,000,000
Concentration risk percentage		30.00%		29.00%
Customer Concentration Risk \| Accounts Receivable \| Top One Customer
Significant Accounting Policies [Line Items]
Concentration risk percentage			11.00%		10.00%
Accounts receivable	$ 4,000,000		$ 4,000,000		$ 7,000,000
Supplier Concentration Risk \| Purchases \| Top One Supplier
Significant Accounting Policies [Line Items]
Concentration risk percentage	11.00%	10.00%	11.00%
Total purchases	$ 9,000,000	$ 13,000,000	$ 33,000,000
Supplier Concentration Risk \| Accounts Payable Benchmark \| Top One Supplier
Significant Accounting Policies [Line Items]
Concentration risk percentage			13.00%
Accounts payable	$ 6,000,000		$ 6,000,000
Supplier Concentration Risk \| Accounts Payable Benchmark \| Top Two Suppliers
Significant Accounting Policies [Line Items]
Concentration risk percentage					34.00%
Accounts payable					$ 21,000,000

Disaggregation of Revenue - Summary of Disaggregation of Revenue by Transaction Model (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 89,017	$ 152,749	$ 335,065	$ 483,690
Open marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	86,279	147,800	324,008	469,670
Private marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	$ 2,738	$ 4,949	$ 11,057	$ 14,020

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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+ Details

Disaggregation of Revenue - Summary of Disaggregation of Revenue by Product Vertical (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 89,017	$ 152,749	$ 335,065	$ 483,690
Property & casualty insurance
Disaggregation of Revenue [Line Items]
Revenue	43,844	105,104	188,869	339,981
Health insurance
Disaggregation of Revenue [Line Items]
Revenue	33,393	34,053	108,665	103,637
Life insurance
Disaggregation of Revenue [Line Items]
Revenue	6,977	7,489	21,049	22,921
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 4,803	$ 6,103	$ 16,482	$ 17,151

- Definition

+ References

+ Details

Business Combinations - Narrative (Details) $ in Thousands			3 Months Ended	9 Months Ended
Business Combinations - Narrative (Details) $ in Thousands	Apr. 01, 2022 USD ($)	Feb. 24, 2022 USD ($) period	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Revolving credit facility				$ 25,000	$ 0
Revolving Credit Facility \| 2021 Credit Facilities \| Line of credit
Business Acquisition, Contingent Consideration [Line Items]
Revolving credit facility	$ 25,000
Customer Helper Team, LLC
Business Acquisition, Contingent Consideration [Line Items]
Acquisition related costs			$ 100	600
Expected goodwill deductible for tax purposes			$ 22,600	$ 22,600
Contingent consideration period (in years)		12 months
Asset acquisition, contingent consideration, number of periods \| period		2
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
QuoteLab, LLC
Business Acquisition, Contingent Consideration [Line Items]
Total purchase consideration		$ 56,684
Discount rate				18.00%
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	Sep. 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		9 Months Ended	12 Months Ended
	Feb. 24, 2022	Sep. 30, 2022	Dec. 31, 2021
Business Acquisition, Contingent Consideration [Line Items]
Fair Value		$ 26,120	$ 0
QuoteLab, LLC
Business Acquisition, Contingent Consideration [Line Items]
Useful lives	7 years 10 months 24 days
Fair Value		$ 26,120
QuoteLab, LLC \| Customer relationships
Business Acquisition, Contingent Consideration [Line Items]
Useful lives		7 years
Fair Value		$ 18,460
QuoteLab, LLC \| Trademarks, trade names, and domain names
Business Acquisition, Contingent Consideration [Line Items]
Useful lives		10 years
Fair Value		$ 7,660

Business Combinations - Summary of Revenue and Pretax Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition, Contingent Consideration [Line Items]
(Loss) before income taxes	$ (21,770)	$ (2,146)		$ (42,886)	$ (2,858)
Customer Helper Team, LLC
Business Acquisition, Contingent Consideration [Line Items]
Revenues	2,165		$ 4,299
(Loss) before income taxes	(832)		$ (1,635)
Total revenues	89,017	159,160		341,335	504,227
Pretax (loss)	$ (21,664)	$ (1,565)		$ (41,270)	$ (1,661)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- 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).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	$ 52,687	$ 26,567
Accumulated amortization	(18,064)	(14,000)
Net carrying amount	34,623	12,567	$ 15,551
Goodwill	47,739	18,402	$ 18,402
Customer relationships
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	43,500	25,040
Accumulated amortization	(16,334)	(12,730)
Net carrying amount	$ 27,166	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
Accumulated amortization	(294)	(268)
Net carrying amount	9	35
Trademarks, trade names, and domain names
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	8,884	1,224
Accumulated amortization	(1,436)	(1,002)
Net carrying amount	$ 7,448	$ 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		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 1,700,000	$ 700,000	$ 4,064,000	$ 2,238,000	$ 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		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Goodwill
Beginning balance			$ 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
Fair Value			26,120		0
Amortization	(1,700)	$ (700)	(4,064)	$ (2,238)	(2,984)
Ending balance	$ 34,623		$ 34,623		$ 12,567

- Definition

+ References + Details

Goodwill and Intangible Assets - Summary of Future Amortization Expense on Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022 - Remaining Period	$ 1,691
2023	6,917
2024	6,428
2025	5,759
2026	5,143
Thereafter	8,685
Net carrying amount	$ 34,623	$ 12,567	$ 15,551

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued payroll and related expenses	$ 3,360	$ 5,030

Long-term Debt - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jul. 29, 2021
Debt Instrument [Line Items]
Existing term loans outstanding	$ 190,254		$ 190,254		$ 186,799
Interest expense	2,400	$ 1,800	5,400	$ 6,300
Amortization of deferred debt issuance costs	200	$ 300	626	$ 966
Accrued interest	2,400		2,400		$ 1,700
Revolving Credit Facility
Debt Instrument [Line Items]
Interest expense	$ 200		$ 500
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
2021 Credit Facilities \| Revolving Credit Facility \| Line of credit
Debt Instrument [Line Items]
Revolving line of credit						50,000
2020 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Existing term loans outstanding						$ 186,400

Long-term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt issuance costs	$ (2,621)	$ (3,201)
Total debt	190,254	186,799
Current portion of long-term debt	(8,760)	(8,730)
Total long-term debt	181,494	178,069
Debt issuance costs	740	770
Revolving Credit Facility
Debt Instrument [Line Items]
Outstanding amount drawn under revolving credit facility	192,900
Term loan \| 2021 Credit Facilities
Debt Instrument [Line Items]
2021 Term Loan Facility	182,875	190,000
Line of credit \| 2021 Credit Facilities \| Revolving Credit Facility
Debt Instrument [Line Items]
Outstanding amount drawn under revolving credit facility	$ 10,000	$ 0

Long-term Debt - Schedule of Expected Future Principal Payments for Borrowings (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Long-Term Debt, Fiscal Year Maturity [Abstract]
2022–Remaining Period	$ 2,375
2023	9,500
2024	9,500
2025	9,500
2026	162,000
Debt and issuance costs	192,875
Unamortized debt issuance costs	(2,621)	$ (3,201)
Total debt	$ 190,254	$ 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 ($)	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Contingency reserves for litigation liabilities	$ 0	$ 0

Equity-based Compensation - Additional Information (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award conversion (in shares) \| shares	1
QLH restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 100,000
Weighted average period of recognition	11 months 1 day
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 1,100,000
Weighted average period of recognition	1 year 2 months 19 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 93,000,000
Weighted average period of recognition	2 years 2 months 26 days
Performance restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Unrecognized compensation cost	$ 0
Weighted average period of recognition	5 months 12 days

Equity-based Compensation - Summary of Equity-based Compensation Cost Recognized (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 14,600	$ 11,198	$ 44,216	$ 33,321
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	53	129	185	393
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	213	275	774	828
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	14,397	10,794	43,257	32,100
Performance restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ (63)	$ 0	$ 0	$ 0

Equity-based Compensation - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 14,600	$ 11,198	$ 44,216	$ 33,321
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	999	447	2,637	1,289
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	2,477	1,956	7,951	5,639
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	2,426	1,602	7,321	4,599
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 8,698	$ 7,193	$ 26,307	$ 21,794

Stockholders' Equity (Deficit) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Mar. 14, 2022
Equity [Abstract]
Amount of shares authorized to be repurchased				$ 5,000
Repurchases of Class A common Stock (in shares)	134,147		455,297
Stock repurchased during period, value	$ 1,551	$ 3,457	$ 5,000

Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration	$ 416	$ 0
Total liabilities	416	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	416	0
Total liabilities	$ 416	$ 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		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning fair value	$ 4,162	$ 0	$ 0	$ 0
Additions in the period	0	0	7,007	0
Change in fair value	(3,746)	0	(6,591)	0
Ending fair value	$ 416	$ 0	$ 416	$ 0

Fair Value Measurements - Additional Information (Details) $ in Thousands		3 Months Ended	9 Months Ended
	Feb. 24, 2022 period	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Impairment of cost method investment		$ 8,600	$ 8,594	$ 0
Equity securities without readily determinable fair value		$ 1,400	$ 1,400		$ 10,000
Customer Helper Team, LLC
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Asset acquisition, contingent consideration, number of periods \| period	2
Contingent consideration period (in years)	12 months
Level 3 \| Revenue Target
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-adjusted target rates		0.070	0.070	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	0.190	0.700
Level 3 \| Measurement Input, Discount Rate \| Valuation Technique, Discounted Cash Flow
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Long-term debt, measurement input		0.0715	0.0715
Alternative investment, measurement input		0.200	0.200
Level 3 \| Measurement Input, Price Volatility \| Valuation Technique, Option Pricing Model
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Alternative investment, measurement input		1.150	1.150
Level 3 \| Measurement Input, Discount for Lack of Marketability \| Valuation Technique, Option Pricing Model
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Alternative investment, measurement input		0.300	0.300
QuoteLab, LLC
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration		$ 400	$ 400
QuoteLab, LLC \| Accrued Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration		0	0
QuoteLab, LLC \| Other Noncurrent Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration		$ 400	$ 400

Fair Value Measurements - Measurement Inputs and Valuation Techniques (Details) - Level 3	Sep. 30, 2022
Measurement Input, Discount Rate \| Valuation Technique, Discounted Cash Flow
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Long-term debt, measurement input	0.0715
Alternative investment, measurement input	0.200
Measurement Input, Discount Rate \| Minimum \| Valuation Technique, Monte Carlo
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-adjusted target rates	0.070
Measurement Input, Discount Rate \| Maximum \| Valuation Technique, Monte Carlo
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-adjusted target rates	0.190
Measurement Input, Price Volatility \| Valuation Technique, Option Pricing Model
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Alternative investment, measurement input	1.150
Measurement Input, Price Volatility \| Minimum \| Valuation Technique, Monte Carlo
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-adjusted target rates	0.125
Measurement Input, Price Volatility \| Maximum \| Valuation Technique, Monte Carlo
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-adjusted target rates	0.700
Measurement Input, Discount for Lack of Marketability \| Valuation Technique, Option Pricing Model
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Alternative investment, measurement input	0.300

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Effective income tax rate	2.50%	(99.00%)	(2.80%)	(57.20%)
Statutory federal tax rate			21.00%
Conversion of stock (in shares)	0		357,944
Additional deferred tax assets	$ 0		$ 1,300,000
Deferred tax assets related to additional tax basis increases generated from expected future payments under TR	0		400,000
Deferred tax assets, valuation allowance	2,100,000		2,100,000		$ 4,200,000
Paid to related party	0		2,200,000
Liabilities under tax receivables agreement, net of current portion	83,256,000		83,256,000		$ 85,027,000
Tax Receivables Agreement
Income Tax Disclosure [Line Items]
Increase in liabilities under tax receivable agreement	0		$ 1,600,000
Percentage of additional liability of the aggregate tax benefits			85.00%
Paid to related party	0		$ 200,000
Liabilities under tax receivables agreement, net of current portion	86,100,000		86,100,000
Tax Receivables Agreement \| Accrued Expenses
Income Tax Disclosure [Line Items]
Liabilities under tax receivables agreement, net of current portion	2,800,000		2,800,000
QLH
Income Tax Disclosure [Line Items]
Deferred tax assets	$ 78,400,000		$ 78,400,000

Income Taxes - Summary of Our Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
(Loss) before income taxes	$ (21,770)	$ (2,146)	$ (42,886)	$ (2,858)
Income tax (benefit) expense	$ (544)	$ 2,125	$ 1,210	$ 1,636
Effective Tax Rate	2.50%	(99.00%)	(2.80%)	(57.20%)

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						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Basic
Net (loss)	$ (21,226)	$ (13,022)	$ (9,848)	$ (4,271)	$ (384)	$ 161	$ (44,096)	$ (4,494)
Net (loss) attributable to non-controlling interest	(6,740)			(737)			(13,395)	(1,038)
Net (loss) available for basic common shares	$ (14,486)			$ (3,534)			$ (30,701)	$ (3,456)
Weighted-average shares of Class A common stock outstanding - Basic (in shares)	42,210,186			38,416,723			41,592,783	36,426,270
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	42,210,186			61,190,185			41,592,783	36,426,270
(Loss) earnings per share of Class A common stock - Basic (in dollars per share)	$ (0.34)			$ (0.09)			$ (0.74)	$ (0.09)
(Loss) earnings per share of Class A common stock - Diluted (in dollars per share)	$ (0.34)			$ (0.10)			$ (0.74)	$ (0.09)
Class A Common
Basic
Weighted-average shares of Class A common stock outstanding - Basic (in shares)	42,210,186			38,416,723			41,592,783	36,426,270
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)				38,416,723
(Loss) earnings per share of Class A common stock - Basic (in dollars per share)	$ (0.34)			$ (0.09)			$ (0.74)	$ (0.09)
(Loss) earnings per share of Class A common stock - Diluted (in dollars per share)	$ (0.34)			$ (0.09)			$ (0.74)	$ (0.09)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Earnings (Loss) Per Share - Calculation of Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Diluted
Net (loss)	$ (21,226)	$ (13,022)	$ (9,848)	$ (4,271)	$ (384)	$ 161	$ (44,096)	$ (4,494)
Add: incremental tax benefits related to exchange of Class B-units				(1,662)
Net (loss) available for diluted common shares				$ (5,933)
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	42,210,186			61,190,185			41,592,783	36,426,270
(Loss) earnings per share of Class A common stock - Diluted (in dollars per share)	$ (0.34)			$ (0.10)			$ (0.74)	$ (0.09)
Class A Common Stock and Potential Class A Common Stock
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)				61,190,185
(Loss) earnings per share of Class A common stock - Diluted (in dollars per share)				$ (0.10)
Class A Common
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)				38,416,723
(Loss) earnings per share of Class A common stock - Diluted (in dollars per share)	$ (0.34)			$ (0.09)			$ (0.74)	$ (0.09)
Class B-1 Units
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)				20,891,992
Restricted Class A shares
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)				655,412
Restricted stock units
Diluted
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)				1,226,058

Earnings (Loss) Per Share- Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	25,156,178	25,760,736
QLH Class B-1 Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	19,206,446	20,857,955
Restricted Class A shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	261,558	635,532
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	5,688,174	4,267,249

Non-Controlling Interest - Additional Information (Details) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Noncontrolling Interest [Line Items]
Conversion of stock (in shares)	0	357,944
QLH
Noncontrolling Interest [Line Items]
Non-controlling interests owned	69.10%	69.10%	67.90%
QLH \| QLH Class B-1 Unitholders
Noncontrolling Interest [Line Items]
Ownership interest owned	30.90%	30.90%	32.10%