0001818383-23-000033 | 10-K | XBRL Viewer

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Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Jan. 31, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Current Fiscal Year End Date	--12-31
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-39671
Entity Registrant Name	MediaAlpha, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1854133
Entity Address, Address Line One	700 South Flower Street
Entity Address, Address Line Two	Suite 640
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90017
City Area Code	213
Local Phone Number	316-6256
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	MAX
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 255.2
Documents Incorporated by Reference	Parts of the registrant’s Proxy Statement for the registrant’s 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001818383
Class A Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		44,022,910
Class B Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		18,895,493

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Boston, Massachusetts

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 14,542	$ 50,564
Accounts receivable, net of allowance for credit losses of $575 and $609, respectively	59,998	76,094
Prepaid expenses and other current assets	5,880	10,448
Total current assets	80,420	137,106
Intangible assets, net	32,932	12,567
Goodwill	47,739	18,402
Deferred tax assets	0	102,656
Other assets	8,990	19,073
Total assets	170,081	289,804
Current liabilities
Accounts payable	53,992	61,770
Accrued expenses	14,130	13,716
Current portion of long-term debt	8,770	8,730
Total current liabilities	76,892	84,216
Long-term debt, net of current portion	174,300	178,069
Liabilities under tax receivables agreement, net of current portion	0	85,027
Other long-term liabilities	4,973	4,058
Total liabilities	256,165	351,370
Commitments and contingencies (Note 8)
Stockholders' (deficit):
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021	0	0
Additional paid-in capital	465,523	419,533
Accumulated deficit	(482,142)	(424,476)
Total stockholders' (deficit) attributable to MediaAlpha, Inc.	(15,993)	(4,337)
Non-controlling interests	(70,091)	(57,229)
Total stockholders' (deficit)	(86,084)	(61,566)
Total liabilities and stockholders' deficit	170,081	289,804
Class A Common
Stockholders' (deficit):
Common stock	437	410
Class B Common
Stockholders' (deficit):
Common stock	$ 189	$ 196

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Allowance for credit losses	$ 575	$ 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)	43,700,000	41,000,000
Common stock, outstanding (in shares)	43,700,000	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)	18,900,000	19,600,000
Common stock, outstanding (in shares)	18,900,000	19,600,000

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue	$ 459,072	$ 645,274	$ 584,814
Costs and operating expenses
Cost of revenue	389,013	543,750	499,434
Sales and marketing	28,816	22,823	20,483
Product development	21,077	15,195	12,449
General and administrative	55,556	61,357	32,913
Total costs and operating expenses	494,462	643,125	565,279
(Loss) income from operations	(35,390)	2,149	19,535
Other (income) expense, net	(75,094)
Other (income) expense, net		3,841	2,302
Interest expense	9,245	7,830	7,938
Total other (income) expense, net	(65,849)	11,671	10,240
Income (loss) before income taxes	30,459	(9,522)	9,295
Income tax expense (benefit)	102,905	(1,047)	(1,267)
Net (loss) income	(72,446)	(8,475)	10,562
Net (loss) attributable to non-controlling interest	(14,780)	(3,200)	(4,238)
Net (loss) attributable to MediaAlpha, Inc.	$ (57,666)	$ (5,275)	$ (4,366)
Net (loss) per share of Class A common stock
Basic (in dollars per share)	$ (1.37)	$ (0.14)	$ (0.14)
Diluted (in dollars per share)	$ (1.37)	$ (0.19)	$ (0.14)
Weighted average shares of Class A common stock outstanding
Basic (in shares)	41,944,874	37,280,533	32,134,170
Weighted average shares of Class A common stock outstanding, diluted (in shares)	41,944,874	61,255,925	32,134,170
QL Holdings LLC
Costs and operating expenses
Net (loss) income	$ 0	$ 0	$ 19,166

Consolidated Statements of Redeemable Class A units, Members' Equity (Deficit), and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Members’ Equity (Deficit) Amount	Additional Paid-In Capital Amount	Accumulated Deficit Amount	Non- Controlling Interest Amount	Redeemable Class A	Class A common stock Common Stock	Class B common stock Common Stock
Beginning balance (in shares) at Dec. 31, 2019						284,211
Beginning balance at Dec. 31, 2019						$ 74,097
Increase (Decrease) in Temporary Equity [Roll Forward]
Remeasurement of redeemable Class A units	$ 106,969			$ 106,969		$ (106,969)
Ending balance (in shares) at Dec. 31, 2020						0
Ending balance at Dec. 31, 2020						$ 0
Beginning balance at Dec. 31, 2019	(113,596)	$ 79,547	$ 0	(193,143)	$ 0		$ 0	$ 0
Beginning balance (in shares) at Dec. 31, 2019							0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of redeemable Class A units	(106,969)			(106,969)		$ 106,969
Repurchase of common stock	(2,244)			(2,244)
Equity-based compensation	5,571	5,571
Distributions to QLH’s members	(131,417)			(131,417)
Net income before Reorganization Transactions	19,166			19,166
Effect of reorganization transactions (in shares)						(284,211)	26,141,535	30,308,492
Effect of Reorganization transactions	206,015	(85,118)	370,304		(79,735)	$ (181,066)	$ 261	$ 303
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis	(16,354)		(16,354)
Issuance of Class A common stock, net of issuance costs (in shares)							7,027,606
Issuance of Class A common stock, net of issuance costs	111,952		111,881				$ 71
Repurchase of Class B common stock (in shares)								(4,772,449)
Repurchase of Class B common stock	(84,368)		(96,858)		12,538			$ (48)
Vesting of restricted stock units (in shares)							230,047
Vesting of restricted stock units	0		(2)				$ 2
Equity- based compensation	19,965		19,875		90
Forfeiture of equity awards (in shares)							(28,132)
Shares withheld on tax withholding on vesting of restricted stock units	(4,235)		(4,235)
Net (loss) after Reorganization Transactions	(8,604)			(4,366)	(4,238)
Net (loss)	10,562
Ending balance at Dec. 31, 2020	(105,118)	0	384,611	(418,973)	(71,345)		$ 334	$ 255
Ending balance (in shares) at Dec. 31, 2020							33,371,056	25,536,043
Ending balance (in shares) at Dec. 31, 2021						0
Ending balance at Dec. 31, 2021						$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions to QLH’s members	(228)			(228)
Exchange of non-controlling interest for Class A common stock (in shares)							5,850,053	(5,850,053)
Exchange of non-controlling interest for Class A common stock	0		(16,701)		16,701		$ 58	$ (58)
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis	6,351		6,351
Vesting of restricted stock units (in shares)							1,827,225
Vesting of restricted stock units	0		(19)				$ 19
Equity- based compensation	45,714		45,173		541
Forfeiture of equity awards (in shares)							(78,382)	(64,075)
Forfeiture of equity awards	(1)		(183)		184		$ (1)	$ (1)
Shares withheld on tax withholding on vesting of restricted stock units	(3,382)		(3,382)
Tax impact of changes in investment in partnership	3,683		3,683
Distributions to non-controlling interests	(110)				(110)
Net (loss)	(8,475)			(5,275)	(3,200)
Ending balance at Dec. 31, 2021	(61,566)	0	419,533	(424,476)	(57,229)		$ 410	$ 196
Ending balance (in shares) at Dec. 31, 2021							40,969,952	19,621,915
Ending balance (in shares) at Dec. 31, 2022						0
Ending balance at Dec. 31, 2022						$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of common stock	(5,008)		(5,004)				$ (4)
Exchange of non-controlling interest for Class A common stock (in shares)							632,944	(632,944)
Exchange of non-controlling interest for Class A common stock	0		(2,156)		2,156		$ 6	$ (6)
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis	(1,619)		(1,619)
Vesting of restricted stock units (in shares)							2,551,724
Vesting of restricted stock units	0		(25)				$ 25
Equity- based compensation	58,472		58,242		230
Forfeiture of equity awards (in shares)							(48,689)	(93,478)
Forfeiture of equity awards	0		(305)		306			$ (1)
Shares withheld on tax withholding on vesting of restricted stock units	$ (4,023)		(4,023)
Repurchases of Class A common stock	(455,297)						(455,297)
Settlement of 2021 annual bonus as restricted stock units	$ 880		880
Contributions from QLH’s members	1,360				1,360
Distributions to non-controlling interests	(2,134)				(2,134)
Net (loss)	(72,446)			(57,666)	(14,780)
Ending balance at Dec. 31, 2022	$ (86,084)	$ 0	$ 465,523	$ (482,142)	$ (70,091)		$ 437	$ 189
Ending balance (in shares) at Dec. 31, 2022							43,650,634	18,895,493

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash Flows from operating activities
Net (loss) income	$ (72,446)	$ (8,475)	$ 10,562
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Non-cash equity-based compensation expense	58,472	45,713	24,745
Non-cash lease expense	753	594	0
Depreciation expense on property and equipment	392	369	289
Amortization of intangible assets	5,755	2,984	3,201
Amortization of deferred debt issuance costs	832	1,182	1,228
Change in fair value of contingent consideration	(7,007)	0	0
Impairment of cost method investment	8,594	0	0
Loss on extinguishment of debt	0	0	1,998
Credit losses	136	143	526
Deferred taxes	102,656	919	(545)
Tax receivables agreement liability related adjustments	(83,832)	911	413
Changes in operating assets and liabilities:
Accounts receivable	17,335	20,058	(40,809)
Prepaid expenses and other current assets	4,507	(2,703)	(6,482)
Other assets	417	500	(4,375)
Accounts payable	(7,796)	(36,476)	57,793
Accrued expenses	(494)	2,902	2,866
Net cash provided by operating activities	28,274	28,621	51,410
Cash flows from investing activities
Purchases of property and equipment	(98)	(650)	(296)
Cash consideration paid in connection with CHT acquisition	(49,677)	0	0
Purchase of cost method investment	0	0	(10,000)
Net cash (used in) investing activities	(49,775)	(650)	(10,296)
Cash flows from financing activities
Proceeds from issuance of Class A common stock, net of underwriter commission	0	0	124,179
Issuance of long-term debt	0	190,000	210,000
Revolving line of credit	25,000	0	7,500
Repayments on revolving line of credit	(20,000)	0	(7,500)
Repayments on long-term debt	(9,500)	(186,375)	(123,648)
Debt issuance costs	0	(866)	(4,467)
Repurchase of Class B units at QLH up to fair value	0	0	(1,453)
IPO costs to third parties	0	0	(12,227)
Payments pursuant to tax receivable agreement	(216)	0	0
Shares withheld for taxes on vesting of restricted stock units	(4,023)	(3,382)	(4,235)
Repurchases of Class A common stock	(5,008)	0	0
Repurchase of Class B common stock	0	0	(84,320)
Contributions from QLH’s members	1,360	0	0
Distributions	(2,134)	(338)	(131,417)
Net cash (used in) financing activities	(14,521)	(961)	(27,588)
Net (decrease) increase in cash and cash equivalents	(36,022)	27,010	13,526
Cash and cash equivalents, beginning of period	50,564	23,554	10,028
Cash and cash equivalents, end of period	14,542	50,564	23,554
Supplemental disclosures of cash flow information
Interest	7,065	5,600	6,040
Redemption of Class B units of QLH in excess of fair value	0	0	791
Income Taxes	(2,383)	307	0
Non-cash Investing and Financing Activities:
Establishment of liabilities under the tax receivables agreement in connection with the Reorganization Transactions	(1,619)	(61,834)	(22,085)
Establishment of deferred tax assets in connection with the Reorganization Transactions	0	(68,185)	(31,068)
Right-of-use assets obtained in exchange of lease obligations	0	4,108	0
Fair value of contingent consideration in connection with CHT acquisition	$ 7,007	$ 0	$ 0

Organization and background	12 Months Ended
Organization and background	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and background	Organization and Background Nature of business MediaAlpha specializes in end customer acquisition for insurance carriers, distributors and other clients in various verticals, including property & casualty insurance, health insurance and life insurance. The Company’s technology platform brings leading insurance carriers and high-intent consumers together through a real-time, transparent, and results-driven ecosystem. The corporate headquarters is in Los Angeles, California, with additional offices throughout the United States. Organization and Initial Public Offering MediaAlpha, Inc. was incorporated as a Delaware corporation on July 9, 2020 in contemplation of an initial public offering (“IPO”). Following a series of reorganization transactions, MediaAlpha, Inc. serves as the ultimate holding company, by and through its wholly owned subsidiary Guilford Holdings, Inc. (“Intermediate Holdco”), of QL Holdings LLC (“QLH”) and its subsidiaries. QLH was formed on March 7, 2014 as a Delaware limited liability company. On October 30, 2020, the Company completed its IPO and sold 7,027,606 shares of Class A Common Stock at a public offering price of $19.00 per share, which includes 769,104 shares sold in connection with the full exercise of the underwriter’s option to purchase additional shares. The Company received $124.2 million, net of underwriting discounts and commissions. In connection with the completion of the IPO, the Company completed a series of reorganization transactions (“Reorganization Transactions”) pursuant to a reorganization agreement by and among MediaAlpha, Inc., Intermediate Holdco, QLH, and certain other parties. The Reorganization Transactions included the following: •the amendment and restatement of the articles of incorporation and bylaws of Parent Company (the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws) pursuant to which the Company amended and restated its certificate of incorporation to authorize two classes of common stock, Class A common stock and Class B common stock; •the amendment and restatement of QLH’s limited liability company agreement (the Fourth Amended and Restated Limited Liability Agreement of QLH) to, among other things, convert legacy Class A units of QLH held by Intermediate Holdco into voting, managing member Class A-1 units and to convert all other legacy Class A and Class B units held by Insignia, the Senior Executives and Legacy Profit Interests Holders into non-managing member, non-voting Class B-1 units of QLH; •the contribution by White Mountains Capital, Inc. of Intermediate Holdco to Parent Company in exchange for 24,142,096 shares of Class A common stock of Parent Company; and •the issuance of 30,308,492 shares of Class B common stock to Insignia, Senior Executives and the Legacy Profit Interests Holders, and the issuance of 1,999,439 shares of Class A common stock to the Legacy Profit Interests Holders. As a result, MediaAlpha, Inc., through Intermediate Holdco, is the sole managing member of QLH and consolidates the financial results of QLH and its subsidiaries and reports a non-controlling interest related to the portion of Class B-1 Units not owned by MediaAlpha, Inc. The Reorganization was considered a transaction between entities under common control. As a result, the financial statements for periods prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Exchange agreement On October 27, 2020, the Company entered into an exchange agreement with Insignia and the Senior Executives, which each hold shares of Class B common stock. Pursuant to and subject to the terms of the exchange agreement and the fourth amended and restated limited liability company agreement of QLH, holders of shares of Class B common stock, from time to time, may exchange one share of Class B common stock, together with a corresponding Class B-1 unit, for one share of the Company’s Class A common stock (or, at the Company’s election, cash of an equivalent value) (“Exchange”). As of December 31, 2022 the Company has reserved for issuance 18,895,493 shares of Class A common stock for potential exchange in the future for Class B-1 units, which equals the aggregate number of shares of Class B common stock outstanding. Exchange of the Class B-1 units and Class B common stock is at the unit holder’s discretion and the exchange does not have fixed or determinable dates or prices. Tax receivables agreement In connection with the Reorganization Transactions and the IPO, the Company entered into a tax receivables agreement (“TRA”) with Insignia, the Senior Executives, and White Mountains related to the tax basis step-up of the assets of QLH and certain net operating losses of Intermediate Holdco. The agreement requires the Company to pay Insignia and the Senior Executives 85% of the cash savings, if any, in U.S. federal, state and local income tax the Company realizes (or is deemed to realize) as a result of (i) any increases in tax basis following the purchase (through Intermediate Holdco) of Class B-1 units from certain unitholders in connection with the IPO, as well as any exchanges subsequent to the IPO and future exchanges described above; (ii) the pre-IPO leveraged distribution and actual or deemed other distributions by QLH to its members that result in tax basis adjustments to the assets of QLH, and (iii) certain other tax benefits attributable to payments under the TRA itself. The TRA also requires the Company to pay White Mountains 85% of the amount of the cash savings, if any, in U.S. federal, state and local income tax that the Company realizes (or is deemed to realize) as a result of the utilization of the net operating losses of Intermediate Holdco attributable to periods prior to the IPO and the deduction of any imputed interest attributable to the payment obligations under the TRA.

Summary of significant accounting policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of significant accounting policies

Basis of presentation

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

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

Use of estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, certain disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, determining the fair value of assets and liabilities assumed in business combinations, valuation of goodwill and long-lived assets for impairment, inputs into the valuation of equity-based compensation related to QLH Class B Units, estimates of deferred tax assets related to the step-up in basis under the TRA, recognition of the valuation allowance on the deferred tax assets, and the related liability under the TRA. Significant estimates affecting the consolidated financial statements have been prepared on the basis of the most current and best available information, including historical experience, known trends and other market-specific or other relevant factors that the Company believes to be reasonable. Changes in estimates are recorded in periods which they become known. The Company has made estimates of the impact of COVID-19 within the consolidated financial statements and there may be changes to those estimates in future periods. Actual results may differ from these estimates.

Revenue recognition

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

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

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

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

Consumer Referral transactions are summarized as follows:

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

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

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

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

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

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

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

Cash and cash equivalents

Cash and cash equivalents consist entirely of cash deposits.

Accounts receivable

The Company provides credit to customers in the ordinary course of business and believes its credit policies are prudent and reflect industry practices and business risk. Accounts receivable are stated at amounts due from customers. The Company reviews accounts receivable on a periodic basis and determines an allowance for credit losses based on collection history and management’s assessment of the current economic trends, business environment, customers’ financial condition, accounts receivable aging and any customer disputes that may impact the level of future credit losses. The Company writes off outstanding accounts receivable against the allowance when the Company has exhausted all collection efforts and the potential recovery is considered remote. Payments subsequently received on such receivables are credited to the allowance for credit losses.

The Company maintained an allowance for credit losses of $0.6 million as of December 31, 2022 and 2021.

Concentrations of credit risk and of significant customers and suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts, and believes it is not exposed to unusual credit risk beyond the normal credit risk in this area based on the financial strength of the institutions with which the Company maintains its deposits.

The Company’s accounts receivable, which are unsecured, may expose it to credit risk based on their collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivables, and recording allowances for credit losses.

Customer concentrations consisted of the below:


	2022					2021
	Number of customers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of customers exceeding 10%	Aggregate Value (in millions)		% of Total
Revenue	1	$	48	10	%	2	$	171	27	%
Accounts receivable	—	$	—	—	%	1	$	7	10	%

Our supplier concentration can expose us to business risks. Supplier concentrations consisted of the below:


	2022					2021
	Number of suppliers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of suppliers exceeding 10%	Aggregate Value (in millions)		% of Total
Purchases	1	$	46	11	%	1	$	55	10	%
Accounts payable	2	$	22	40	%	2	$	21	34	%

Property and equipment

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


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

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

Internal-use software development and cloud computing arrangement implementation costs

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

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

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

The Company did not capitalize any costs during year ended December 31, 2022 and 2021, as costs incurred on development of new features and functionality and any implementation costs under CCA were insignificant.

Business combinations

The Company accounts for business acquisitions in accordance with ASC Topic 805 - Business Combinations, which requires, among other things, the Company to recognize the fair value of all the assets acquired and liabilities assumed as of the date of acquisition; the recognition of acquisition-related costs in the consolidated statements of operations; and contingent purchase consideration to be recognized at their fair values on the acquisition date with subsequent adjustments recognized in the consolidated statements of operations. The excess of the purchase price over the fair value of the identified assets and liabilities is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires the Company to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue, costs, discount rates, customer attrition and royalty rates, and selection of comparable companies and comparable transactions, as applicable. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. At the conclusion of the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Operating results of the acquired entity are reflected in the Company’s consolidated financial statements from date of acquisition.

Leases

ASC Topic 842

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

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

The Company also elected the practical expedient to not separate lease and non-lease components for all leases. Lease payments consist of the fixed payments under the arrangements. Variable costs, such as maintenance, utilities, insurance, real

estate taxes or other costs based on actual usage, are not included in the measurement of ROU assets and lease liabilities, but are expensed when the event determining the amount of variable consideration to be paid occurs. As the implicit rate of the Company’s leases is not determinable, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Lease expense is recognized on a straight-line basis over the lease term.

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

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

ASC Topic 840

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

Goodwill and intangible assets

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

Goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. When testing goodwill for impairment, the Company may first perform a qualitative assessment to determine whether it is necessary to perform a goodwill impairment test or bypass the qualitative assessment in any period and proceed directly to the goodwill impairment test. If the Company performs a qualitative assessment it is required to perform a goodwill impairment test only if it concludes that it is more likely than not that the reporting unit’s fair value is less than the carrying value of its assets. Should this be the case or if the Company decides to proceed directly to the goodwill impairment test, the Company identifies whether a potential impairment exists by comparing the estimated fair value of the reporting unit with the carrying value, including goodwill. If the estimated fair value of the reporting unit exceeds the carrying value, goodwill is not considered to be impaired, and no additional steps are necessary. If, however, the fair value of the reporting unit is less than its carrying value, then the amount of the impairment loss is the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company completed its annual goodwill impairment test as of October 1, 2022 by electing to bypass the qualitative assessment and proceeding directly to the goodwill impairment test and no impairment was recorded.

Finite-lived intangible assets include technology and intellectual property, customer relationships, costs to acquire third-party publishers, non-compete agreements and trademarks, trade names, and domain names are stated net of accumulated amortization or impairment charges. These assets are amortized over their estimated useful lives based on methods that approximate the pattern in which the economic benefits are expected to be realized. The amortization periods range from 2 years to 10 years. For the years ended December 31, 2022 and 2021, there were no impairments recognized for intangible assets.

Impairment of long-lived assets

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

amount of the assets. In such cases, the carrying value of these assets are adjusted to their estimated fair values and assets held for sale are adjusted to their estimated fair values less selling expenses.

For the years ended December 31, 2022 and 2021, there were no impairments recognized for long-lived assets.

Accounts payable

Accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business. Accounts payable are recognized initially at their settlement value and are classified as current liabilities if payment is due within one year or less. Accounts payable as of December 31, 2022 and 2021 consist of payments to suppliers and costs to acquire traffic from search engines.

Deferred debt issuance costs

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

Deferred initial public offering costs

Deferred offering costs are capitalized, and consist of legal, consulting, banking, and accounting fees directly attributable to the IPO. For the year ended December 31, 2020, the Company reclassified $12.2 million of offering costs into stockholders’ equity as a reduction of the net proceeds received from the IPO. The Company did not reclassify any IPO offering costs in the years ended December 31, 2022 or 2021. As of December 31, 2022 and 2021, no offering costs were deferred on the consolidated balance sheets.

Equity-based compensation

The Company incurs equity-based compensation expense from restricted stock units (“RSUs”) and the unvested Restricted Class A shares and QLH Restricted Class B-1 units that are more fully described in Note 9- Equity based compensation. 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.

Prior to the IPO, the Company maintained a QLH Class B Restricted Unit Plan (the “QLH Plan”), whereby QLH had the authority to issue units in the form of profits interests to directors, employees, managers, independent contractors, and advisors of QLH and its subsidiaries upon approval of the Board of Directors. The QLH Class B profits interest units were equity-classified share-based payments and were recognized utilizing the straight-line method. The fair value of the QLH Class B profits interest units was determined on the grant date using the option pricing model. As per the original award terms, on the IPO date all unvested QLH Class B profits interest units were exchanged for QLH Class B-1 units, which when vested, together with Class B common stock are exchangeable for Class A common stock. The awards are no longer in the form of profits interests post-IPO.

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

Segment information

The Company operates in the United States and in a single operating segment. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief

operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.

Related party transactions

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

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

The Company is also party to the TRA, under which it is contractually committed to pay certain holders of Class B-1 units 85% of the amount of any tax benefits that the Company actually realizes, or in some cases are deemed to realize as a result of certain transactions. Payments of $0.2 million were made pursuant to the TRA during the year ended December 31, 2022. No payments were made pursuant to the TRA during the year ended December 31, 2021.

The Company paid $2.5 million during the year ended December 31, 2022 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 $0.5 million during the year ended December 31, 2022. The total amount reimbursable to White Mountains was $0.3 million as of December 31, 2022 and $2.3 million as of December 31, 2021.

Fair value measurements

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

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

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

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

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

The carrying values of the Company’s accounts receivable, accounts payable, accrued expenses, and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities.

Sales taxes

ASC 606-10 provides that the presentation of taxes assessed by a governmental authority, which are directly imposed on revenue-producing transactions (i.e., sales, use, and excise taxes) between a seller and a customer, on a gross basis (included in revenue and costs), or on a net basis (excluded from revenue), is a management decision on accounting policies that should be disclosed. In addition, for any such taxes that are reported on a gross basis, the amounts of those taxes should be disclosed in

the consolidated financial statements for each period for which a consolidated statement of operations is presented, if those amounts are significant. The Company has elected to exclude sales taxes from revenue.

Cost of revenue

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

Income taxes

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

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized on the consolidated statement of operations in the period in which the enactment date occurs. The Company 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. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. Significant judgement is required by the Company in assessing the positive and negative evidence when determining the realizability of its deferred tax asset.

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

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

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

Tax receivables agreement

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

The TRA will remain in effect until all such tax benefits have been utilized or expired unless the Company exercises its right to terminate the TRA. The TRA will also terminate if the Company breaches its obligations under the TRA or upon certain mergers, asset sales or other forms of business combinations, or other changes of control. If the Company exercises its right to terminate the TRA, or if the TRA is terminated early in accordance with its terms, the Company’s payment obligations would be accelerated based upon certain assumptions, including the assumption that it would have sufficient future taxable

income to utilize such tax benefits, and may substantially exceed the actual benefits, if any, the Company realizes in respect of the tax attributes subject to the TRA.

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

Non-controlling interest

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

Earnings (Loss) per share

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

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

Comprehensive income

For the year ended December 31, 2022, 2021, and 2020, the Company did not have any differences between its net income and comprehensive income.

Liquidity

As of December 31, 2022, the aggregate principal amount outstanding under the 2021 Credit Facilities was $185.5 million, with $45.0 million remaining for borrowing under the 2021 Revolving Credit Facility. As of December 31, 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 Annual Report on Form 10-K.

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 P&C insurance industry is currently in a cyclical downturn due to higher-than-expected carrier underwriting losses, which has led these carriers to reduce their customer acquisition spending in the Company’s Marketplaces. The extent to which these market conditions impact the Company’s business, results of operations, cash flows and financial condition will depend on future developments, including inflation rates, the extent of any major catastrophic losses, and the timing of regulatory approval of premium rate increases, which remain highly uncertain and cannot

be predicted with accuracy. The Company considered the impact of this uncertainty on the assumptions and estimates used when preparing these consolidated 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.

In the event that the Company’s financial results are below its expectations due to cyclical conditions in its primary vertical markets or other factors, the Company may not remain in compliance with its financial covenants under the 2021 Credit Facilities, in which event the Company may need to reduce operating costs, negotiate amendments to or obtain waivers of the terms of such credit facilities, refinance its debt, or raise additional capital.

New accounting pronouncements

Recently issued not yet adopted accounting pronouncements

In March 2020 and January 2021, the FASB issued ASU No. 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU 2021-1, Reference Rate Reform (Topic 848): Scope, respectively. ASU 2020-4 and ASU 2021-1 provide optional expedients and exceptions for applying U.S. GAAP, to contracts, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) 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. In December 2022, the FASB issued ASU No. 2022-6, Deferral of the Sunset Date of Topic 848, which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024 to align with the amended cessation date of LIBOR which was delayed to June 30, 2023. The Company is currently evaluating the impact of the adoption of ASU 2020-4, ASU 2021-1, and ASU 2022-06, 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 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 adoption of this ASU will not have a material impact on the Company’s consolidated financial statements.

Disaggregation of revenue

12 Months Ended

Dec. 31, 2022

Disaggregation of Revenue [Abstract]

Disaggregation of revenue

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


	Year Ended December 31,
(in thousands)	2022		2021		2020
Open Marketplace transactions	$	445,950	$	627,705	$	573,242
Private Marketplace transactions	13,122		17,569		11,572
Revenue	$	459,072	$	645,274	$	584,814

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


	Year Ended December 31,
(in thousands)	2022		2021		2020
Property & casualty insurance	$	224,366	$	417,715	$	397,710
Health insurance	187,392		176,459		139,796
Life insurance	26,711		28,586		30,313
Other	20,603		22,514		16,995
Revenue	$	459,072	$	645,274	$	584,814

- Definition

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

+ References

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

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

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

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

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

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

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

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

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

+ Details

Business combinations

12 Months Ended

Dec. 31, 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 contingent consideration was revalued at December 31, 2022 and the range of the undiscounted amounts the Company could pay under the agreement changed to be from zero to $15.0 million as the Company does not expect CHT to achieve the revenue and gross margin target for the first twelve month period. 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 $0.6 million for the year ended December 31, 2022, 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 $22.7 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)	April 1, 2022 to December 31, 2022
Total revenues	$	7,718
Pretax (loss)	$	(2,287)

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:


	Year ended December 31,
(in thousands)	2022		2021
Total revenues	$	465,342	$	675,485
Pretax income (loss)	$	32,075	$	(7,336)

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

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and intangible assets

Goodwill and intangible assets consisted of:


	December 31, 2022							December 31, 2021
(in thousands)	Useful life (months)	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Customer relationships	84 - 120	$	43,500	$	(17,820)	$	25,680	$	25,040	$	(12,730)	$	12,310
Non-compete agreements	60	303		(303)		—		303		(268)		35
Trademarks, trade names, and domain names	60 - 120	8,884		(1,632)		7,252		1,224		(1,002)		222
Intangible assets		$	52,687	$	(19,755)	$	32,932	$	26,567	$	(14,000)	$	12,567
Goodwill	Indefinite	$	47,739	$	—	$	47,739	$	18,402	$	—	$	18,402

Amortization expense related to intangible assets amounted to $5.8 million, $3.0 million, and $3.2 million for the years ended December 31, 2022, 2021, and 2020, respectively.

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


	December 31, 2022				December 31, 2021
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance at January 1,	$	18,402	$	12,567	$	18,402	$	15,551
Additions to goodwill and intangible assets	29,337		26,120		—		—
Amortization	—		(5,755)		—		(2,984)
Ending balance	$	47,739	$	32,932	$	18,402	$	12,567

As of December 31, 2022, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows:


(in thousands)	Amortization expense
2023	$	6,917
2024	6,428
2025	5,759
2026	5,143
2027	4,106
Thereafter	4,579
	$	32,932

Accrued expenses

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued expenses

Accrued expenses include the following:


	As of
(in thousands)	December 31, 2022		December 31, 2021

Accrued payroll and related expenses	$	3,621	$	5,030

Long-term debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Long-term debt

Credit facility

First Amendment to the 2020 Credit Agreement

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

Borrowings under the Amended Credit Agreement will bear interest at a rate equal to, at the option of the Borrower, the LIBOR plus an applicable margin, with a floor of 0.00%, or base rate plus an applicable margin. The applicable margins will be based on the Borrower’s consolidated total net leverage ratio as calculated under the terms of the Amended Credit Agreement (the “Leverage Ratio”) for the prior fiscal quarter and range from 2.00% to 2.75% with respect to the London interbank offered rate and from 1.00% to 1.75% with respect to the base rate. The 2021 Credit Facilities allows for the LIBOR rate to be phased out and replaced with other interbank offered rates to alternative reference rates such as SOFR and therefore we do not anticipate a material impact by the expected upcoming LIBOR transition.

The 2021 Credit Facilities are collateralized by substantially all of the Company’s assets and contain certain financial and non-financial covenants. The financial covenants include a minimum Fixed Charge Coverage Ratio and a maximum Total Net Leverage Ratio (in each case, as defined in the 2021 Credit Facilities). Non-financial covenants include restrictions on investments, dividends, asset sales, and the incurrence of additional debt and liens. The Amended Credit Agreement contains customary affirmative and negative covenants and default provisions. As of December 31, 2022, the Company was in compliance with all covenants.

Loans under the 2021 Credit Facilities will mature on July 29, 2026. Loans under the 2021 Term Loan Facility amortize quarterly, beginning on the first business day after December 31, 2021 and ending with June 30, 2026, by an amount equal to 1.25% of the aggregate outstanding principal amount of the term loans initially made. The 2021 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 2021 Term Loan Facility was treated as a debt modification and the Company capitalized $0.6 million of deferred financing costs classified within the current portion of long-term debt and long-term debt, net of current portion on the consolidated balance sheet and are amortized over the term of the 2021 Term Loan Facility. Third -party costs allocated to the 2021 Term Loan facility were recorded as other (income) expense, net in the consolidated statement of operations. Third party costs and fees paid to lender allocated to the 2021 Revolving Credit Facility of $0.2 million were capitalized and classified within prepaid expenses and other current assets on the consolidated balance sheet and are amortized over the term of the 2021 Revolving Credit Facility.

2020 Revolver and Term Loan

On September 23, 2020, the Company entered into new senior secured credit facilities (“2020 Credit Facilities”) with a syndicate of banks and financial institutions, consisting of (a) $210.0 million term loan (“2020 Term Loan Facility”), which was fully drawn at close and (b) a revolving line of credit of $5.0 million (“2020 Revolving Credit Facility”). Proceeds from the $210.0 million term loan were used to (i) repay the 2019 Term Loan Facilities in full, (ii) pay $105.8 million in cash distributions to QLH Class A Unit Holders and certain QLH Class B Unit Holders, and (iii) pay related transaction expenses.

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

The 2020 Credit Facilities were collateralized by substantially all of the Company’s assets and contained certain financial and non-financial covenants. The financial covenants included a minimum Fixed Charge Coverage Ratio and a maximum Total Net Leverage Ratio (in each case, as defined in the 2020 Credit Facilities). Non-financial covenants included restrictions on investments, dividends, asset sales, and the incurrence of additional debt and liens.

The 2020 Credit Facilities had a maturity date of September 22, 2023, and quarterly principal repayments of $2.6 million under the 2020 Term Loan Facility, were due on the first business day following the last day of each March, June, September and December, beginning with December 31, 2020. Additionally, the 2020 Term Loan Facility required a mandatory debt repayment based on an excess cash flow calculation performed annually. The percentage of excess cash flow to be repaid declined based on the Consolidated Total Net Leverage Ratio.

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

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

Long-term debt consisted of the following:


	As of
(in thousands)	December 31, 2022		December 31, 2021
2021 Term Loan Facility	$	180,500	$	190,000
2021 Revolving Credit Facility	5,000		—
Debt issuance costs	(2,430)		(3,201)
Total debt	$	183,070	$	186,799
Less: current portion, net of debt issuance cost of $730 and $770, respectively	(8,770)		(8,730)
Total long-term debt	$	174,300	$	178,069

The expected future principal payments for all borrowings as of December 31, 2022 is as follows:


(in thousands)	Contractual maturity
2023	$	9,500
2024	9,500
2025	9,500
2026	157,000

Debt and issuance costs	185,500
Unamortized debt issuance costs	(2,430)
Total debt	$	183,070

The Company incurred interest expense on the 2021 Term Loan Facility of $8.5 million, $7.8 million, and $7.9 million for the years ended December 31, 2022, 2021, and 2020, respectively. The Company incurred interest expense on the 2021 Revolving Credit Facility of $0.7 million for the year ended December 31, 2022. Interest expense included amortization of debt issuance costs on the 2021 Credit Facility of $0.8 million, $1.2 million, and $1.2 million of amortization of debt issuance costs for the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022 and 2021, unamortized deferred debt issuance costs amounted to $2.4 million and $3.2 million, respectively. Accrued interest as of December 31, 2022 and 2021was $3.0 million and $1.7 million, respectively and is included within accrued expenses on the consolidated balance sheets.

- 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.

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+ Details

Commitments and contingencies	12 Months Ended
Commitments and contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Commitments and contingencies Litigation and other matters 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 December 31, 2022, and 2021, the Company did not have any contingency reserves established for any litigation liabilities. On February 21, 2023, the Company received a civil investigative demand from the Federal Trade Commission (FTC) regarding compliance with the FTC Act and the Telemarketing Sales Rule, as they relate to the advertising, marketing, promotion, offering for sale, or sale of healthcare-related products, the collection, sale, transfer or provision to third parties of consumer data, telemarketing practices, and/or consumer privacy or data security. The Company intends to cooperate with the FTC. At this time, the Company is unable to predict the ultimate outcome of this matter or the significance, if any, to the Company’s business, results of operations or financial condition.

Redeemable class A units, members’ Equity (Deficit), and stockholders' Equity (Deficit)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Redeemable class A units, members’ Equity (Deficit), and stockholders' Equity (Deficit)	Redeemable class A units, members’ Equity (Deficit), and stockholders’ Equity (Deficit) Amendment and Restatement of Certificate of Incorporation In connection with the Reorganization Transactions, the Company amended and restated its certificate of incorporation to, among other things, provide for the (i) authorization of 1,000,000,000 shares of Class A common stock with a par value of $0.01 per share; (ii) authorization of 100,000,000 shares of Class B common stock with a par value of $0.01 per share; and (iii) authorization of 50,000,000 shares of preferred stock par value $0.01 per share. Holders of shares of Class A and Class B common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. Holders of shares of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock are issuable only in connection with the corresponding issuance of an equal number of Class B-1 units. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the Class B-1 unit and the number of shares of Class B common stock held by the non-controlling interest holders. Shares of Class B common stock are transferable only together with an equal number of Class B-1 units. Each share of Class B common stock will be redeemed and canceled by the Company if the holder exchanges one Class B-1 unit, together with the corresponding share of Class B common stock, for one share of Class A common stock (or, at the Company’s election, cash of an equivalent value). The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of Class A-1 unit owned by the Company (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). Initial public offering As discussed in Note 1, on October 30, 2020 the Company completed its IPO and sold 7,027,606 shares of Class A Common Stock at a public offering price of $19.00 per share, which includes 769,104 shares sold in connection with the full exercise of the underwriter’s option to purchase additional shares. The Company received $124.2 million, net of underwriting discounts and commissions, which was used in part to repurchase 4,772,449 Class B-1 units from the Selling Class B-1 Unit Holders. Immediately following the completion of the IPO, there were 25,536,043 shares of Class B common stock outstanding, equivalent to all but 41,620 Class B-1 units not held by the Company, representing an approximately 43.5% ownership interest in QLH. MediaAlpha, Inc. contributed (i) $84.3 million of the net proceeds to Intermediate Holdco for Intermediate Holdco to repurchase 4,772,449 Class B-1 units (which Class B-1 units were converted into Class A-1 units) and (ii) $23.6 million of the net proceeds to Intermediate Holdco for further contribution to QLH, and in turn to QuoteLab, LLC, to repay outstanding borrowings under the 2020 Term Loan Facility. The remaining net proceeds of $16.3 million were contributed to Intermediate Holdco for further contribution to QLH and QuoteLab, LLC to pay for costs associated with the offering and to use for working capital, capital expenditures and general corporate purposes. QL Holdings Recapitalization As discussed in Note 1, the Fourth Amended and Restated Limited Liability Agreement of QLH, among other things, recapitalized the Class A units held by Intermediate Holdco, to voting, managing member Class A-1 units and recapitalized all other legacy Class A units and Class B units into non-voting, non-managing member, Class B-1 units. After the contribution of Intermediate Holdco to MediaAlpha, Inc., the Company became the sole voting member of QLH, by and through Intermediate Holdco, and controls the management of QLH. Redeemable Class A Units As discussed in Note 1, in connection with the Reorganization Transactions, QLH’s limited liability company agreement was amended and restated to, among other things, effectuate the conversion of 284,221 redeemable convertible preferred units into Class B-1 Units. Prior to the Reorganization Transactions, QLH’s Class A units that were held by Insignia featured a redemption right that was considered to be outside of QLH’s control. The Company considered these Class A units, subject to possible redemption, in accordance with the guidance in ASC 480 — Distinguishing Liabilities from Equity. Conditionally redeemable Class A units (including Class A units that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within QLH’s control) were classified as temporary equity. As of December 31, 2019, 284,211 units of the 1,136,842 outstanding Class A units were classified outside of permanent equity. Distribution to Legacy Profit Interest Holders Upon completion of the September 23, 2020 recapitalization event, QuoteLab, LLC executed a leveraged distribution, borrowing approximately $210 million from its lender and, after satisfying existing indebtedness and transaction related expenses, issued net proceeds to QLH as a dividend. A portion of these debt proceeds were distributed to Senior Executives, certain Legacy Profit Interest Holders, White Mountains, and Insignia as a dividend. The leveraged distribution was distributed to all Legacy Profits Interests Holders, whether vested or unvested, as long as the Participation Threshold was met. Share Repurchase Program On March 14, 2022, the Company’s 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 share of Class A common stock 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 year ended December 31, 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 year ended December 31, 2022, 455,297 shares of Class A common stock were repurchased for an aggregate amount of $5.0 million.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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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
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-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
-Topic 505
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-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
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-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
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-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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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Equity-based compensation plans

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Equity-based compensation plans

A summary of equity-based compensation cost recognized during the year ended December 31, 2022, 2021, and 2020 is as follows:


	Year ended December 31,
(in thousands)	2022		2021		2020
QLH Class B units	$	—	$	—	$	5,556
QLH Restricted Class B-1 units	230		541		90
Restricted Class A shares	1,032		1,088		211
Restricted stock units	57,210		44,084		19,679
Performance restricted stock units	—		—		—
Equity-based compensation expense	$	58,472	$	45,713	$	25,536

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

a.For the year ended December 31, 2022, there was no income tax benefit related to RSUs as future tax benefits related to these awards were fully offset by a valuation allowance.

Equity-based compensation cost is allocated to the following expense categories in the consolidated statements of operations during the year ended December 31, 2022, 2021 and 2020 is as follows:


	Year ended December 31,
(in thousands)	2022		2021		2020
Cost of revenue	$	3,634	$	1,665	$	2,809
Sales and marketing	10,445		7,724		6,544
Product development	9,536		6,440		4,722
General and administrative	34,857		29,884		11,461
Total equity-based compensation	$	58,472	$	45,713	$	25,536

No compensation cost was capitalized during the year ended December 31, 2022, 2021, and 2020.

QLH Class B units

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

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

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

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

A summary of QLH Class B unit activity for fiscal year 2020 is as follows:


	Number of Units	Weighted - average grant-date fair value		Aggregate Intrinsic Value (in thousands)
QLH Class B units





Outstanding as of December 31, 2019	163,800	$	61.62	$	28,622
Granted	25,500	105.85
Repurchased	(8,568)	51.03
Forfeited	(3,432)	74.22
Settled or canceled(1)	(177,300)	68.25
Outstanding as of December 31, 2020	—	$	—	$	—

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

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



						2020
Expected term (in years)						0.5 - 2 years
Expected volatility						70% - 88%
Expected dividend yield						—
Risk-free interest rate						0.11% - 1.41%
Discount for lack of marketability						25% - 30%

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

QLH Restricted Class B-1 Units

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

The QLH Restricted Class B-1 units granted to employees are generally subject to a four-year vesting period, whereby the awards become 25% vested on the first anniversary of the vesting commencement date and then vest ratably on a monthly basis thereafter through the end of the vesting period. The QLH Restricted Class B-1 units are equity-classified share-based payments, and the remaining unrecognized cost, which is based on the original grant-date fair value of the QLH Class B units, is recognized utilizing the straight-line method. Grantees have made 83(b) elections under the Internal Revenue Code; therefore, the QLH Restricted Class B-1 Units are subject to gross share settlement.

A summary of unvested QLH Class B-1 unit activity for 2020, 2021, and 2022 is as follows:


	Number of Units	Weighted - average grant-date fair value
QLH Restricted Class B-1 units
Unvested and outstanding as of December 31, 2019	—	—
Granted	583,398	2.79
Vested	(53,047)	1.77
Forfeited	(5,667)	1.93
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2020	524,684	$	2.90
Granted	—	—
Vested	(207,211)	2.69
Forfeited	(64,075)	5.03
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2021	253,398	$	2.53
Granted	—	—
Vested	(117,750)	2.41
Forfeited	(93,478)	2.59
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2022	42,170	$	2.74

As of December 31, 2022, total unrecognized compensation cost related to unvested QLH Restricted Class B-1 units was $0.1 million, which is expected to be recognized over a weighted average period of 0.78 years. The total fair value of QLH Class B-1 units that vested during the year ended December 31, 2022, 2021, and 2020 was $1.5 million, $6.7 million, and $2.0 million, respectively.

Company Restricted Class A Shares

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

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

A summary of unvested Company Class A share activity for 2020, 2021, and 2022 is as follows:


	Number of Units	Weighted - average grant-date fair value
Restricted Class A Shares
Unvested and outstanding as of December 31, 2019	—	—
Granted	1,210,253	3.21
Vested	(120,516)	1.72
Forfeited	(28,132)	1.93
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2020	1,061,605	$	3.41
Granted	—	—
Vested	(447,468)	2.87
Forfeited	(78,382)	2.19
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2021	535,755	$	4.04
Granted	—	—
Vested	(306,005)	3.22
Forfeited	(48,689)	4.12
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2022	181,061	$	5.42

As of December 31, 2022, total unrecognized compensation cost related to unvested Company Class A shares was $0.9 million, which is expected to be recognized over a weighted average period of 1.07 years. The total fair value of Company restricted Class A shares that vested during fiscal 2022, 2021, and 2020 was $3.7 million, $14.5 million, and $4.5 million, respectively.

Restricted Stock Units

In October 2020, the Company adopted the 2020 Omnibus Incentive Plan (the “Omnibus Plan”) under which the Company may grant restricted stock units and other equity-based awards to employees, directors, officers, and consultants of the Company. A total of 12,506,550 shares was initially reserved for issuance under the Omnibus Plan, and such pool is automatically increased each January 1 during the term of the Omnibus Plan by a number of shares equal to 5% of the total number of shares of Class A common stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase, or such lesser amount as may be determined by the Board of Directors. As of December 31, 2022, 5,051,934 Class A shares were available for future grant under the Omnibus Plan.

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

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

A summary of unvested restricted stock unit activity for 2020, 2021, and 2022 is as follows:


	Number of Units	Weighted - average grant-date fair value
RSUs
Unvested and outstanding as of December 31, 2019	—	—
Granted	5,822,790	22.22
Vested	(339,914)	38.39
Forfeited	—	—
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2020	5,482,876	$	21.22
Granted	2,002,489	21.41
Vested	(1,932,761)	22.13
Forfeited	(245,456)	23.57
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2021	5,307,148	$	20.85
Granted	2,834,171	14.47
Vested	(2,900,154)	19.63
Forfeited	(347,044)	22.08
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2022	4,894,121	$	17.79

As of December 31, 2022, total unrecognized compensation cost related to unvested RSUs was $77.8 million, which is expected to be recognized over a weighted average period of 2.05 years. The total fair value of Company RSUs that vested during the year ended December 31, 2022, 2021, and 2020 was $35.8 million, $70.8 million, and $13.0 million, respectively.

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.

As of December 31, 2022 the Company did not meet the performance measures as determined by the Compensation Committee and accordingly the PRSUs granted were canceled as of that date.

A summary of unvested performance-based restricted stock unit activity for 2022 is as follows:


	Number of Units	Weighted - average grant-date fair value
PRSUs
Unvested and outstanding as of December 31, 2021	—	$	—
Granted	80,200	13.72
Vested	—	—
Forfeited	(80,200)	13.72
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2022	—	$	—

As of December 31, 2022, total unrecognized compensation cost related to unvested PRSUs was $0, which is expected to be recognized over a weighted average period of 0.00 years. The total fair value of Company PRSUs that vested during the year ended December 31, 2022 was $0.

Fair value measurements

12 Months Ended

Dec. 31, 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:

December 31, 2022

(in thousands)

Level 1

Level 2

Level 3

Total

Liabilities

Contingent consideration

—

Total liabilities

—

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:


	Year ended December 31,
(in thousands)	2022
Beginning fair value	$	—
Additions in the period	7,007
Change in fair value
(Gain) included in General and administrative expenses	(7,007)
Ending fair value	$	—
Change in unrealized (gain) related to instrument still held at end of period	$	(7,007)

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 5.0% and 2.5%, respectively, for the revenue target and 19.0% and 65.0%, 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 December 31, 2022, and was determined to be $0 based on CHT's projected revenue and gross margin for the applicable periods, and the resulting projected achievement levels of the financial targets.

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

Long-Term Debt

As of December 31, 2022 the carrying amount of the 2021 Term Loan Facility and the 2021 Revolving Credit Facility approximates their respective 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 6.75% and the estimated payments under the 2021 Term Loan Facility until maturity, including interest payable based on the Company's forecasted total net leverage ratio. The fair value of the long-term debt was a transfer into Level 3 of the valuation hierarchy during the year ended December 31, 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. As of 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 determined that the fair value of the investment as of that date was $1.4 million 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, included in other assets in the consolidated balance sheets, was $1.4 million as of December 31, 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:

Quantitative Information about Level 3 Fair Value Measurement

Valuation Technique

Unobservable Input

Rate

Contingent consideration

Monte Carlo

Risk-adjusted discount rate

5.0% - 19.0%

Volatility

2.5% - 65.0%

Cost method investment

Discounted Cash Flow

Risk-adjusted discount rate

20.0%

Option Pricing Method

Equity volatility

115.0%

Discount for lack of marketability

30.0%

- 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

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

LeasesThe Company leases office space under non-cancellable operating leases with original lease periods expiring between 2022 and 2027. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease. The Company does not assume renewals in the determination of the lease term unless the renewals are deemed to be reasonably assured at

lease commencement. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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


		As of
(in thousands)		December 31, 2022		December 31, 2021
Operating leases	Balance Sheet location
Right-of-Use Assets - Operating Leases	Other assets	$	2,761	$	3,514
Operating Lease Liabilities - Current	Accrued expenses	$	783	$	765
Operating Lease Liabilities - Non-current	Other long-term liabilities	$	2,434	$	3,216

The following presents the Company’s lease expense:


	Year ended December 31,
(in thousands)	2022		2021
Operating lease cost	$	908	$	749
Short-term lease cost	138		184
Variable lease cost	150		113
Total lease cost	$	1,196	$	1,046

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


	Year ended December 31,
(in thousands)	2022		2021
Cash paid for operating lease liabilities	$	920	$	672
Right-of-use assets obtained in exchange of lease obligations	$	—	$	4,108

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


	As of
	December 31, 2022		December 31, 2021
Weighted-average remaining lease term	3.74 years		4.68 years
Weighted-average discount rate	4.36	%	4.35	%

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

Maturities of lease liabilities at December 31, 2022 were as follows:


(in thousands)	Operating Leases
Year Ended December 31,
2023	$	904
2024	908
2025	936
2026	713
2027	26
Thereafter	—
Total Lease Payments	$	3,487
Less Imputed Interest	(270)
Total Lease Liabilities	$	3,217

At December 31, 2022, there were no leases entered into that had not yet commenced.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

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


	Year Ended December 31,
(in thousands)	2022		2021		2020
United States	$	30,519	$	(9,523)	$	9,048
Foreign	(60)		1		247
Total	$	30,459	$	(9,522)	$	9,295

The components of income tax expense (benefit) consisted of the following:


	Year Ended December 31,
(in thousands)	2022		2021		2020
Current income tax expense (benefit)
Federal	$	—	$	(382)	$	(417)
State	237		(1,836)		(438)
Foreign	12		(42)		51
	$	249	$	(2,260)	$	(804)
Deferred income tax expense (benefit)
Federal	$	86,971	$	1,503	$	(354)
State	15,685		(290)		(108)
Foreign	—		—		(1)
	$	102,656	$	1,213	$	(463)
Income tax expense (benefit)	$	102,905	$	(1,047)	$	(1,267)

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


	Year Ended December 31,
	2022		2021		2020
Statutory federal tax rate	21.0	%	21.0	%	21.0	%
Loss / Income attributable to non-controlling interests and nontaxable income	11.3	%	(1.3)	%	(33.3)	%
State income taxes, net of federal benefit	0.5	%	(9.3)	%	(1.1)	%
Transaction costs	—	%	(5.8)	%	3.4	%
Officers' compensation	8.4	%	(32.0)	%	—	%
Indemnification asset release	—	%	(7.5)	%	—	%
Return-to-Provision	(1.4)	%	26.0	%	—	%
Interest and penalties	(0.3)	%	(1.6)	%	—	%
Equity-based compensation	18.5	%	29.7	%	—	%
Change in uncertain tax positions	2.1	%	7.2	%	(3.3)	%
Deferred tax adjustments	—	%	9.2	%	—	%
Change in valuation allowance	277.6	%	(23.9)	%	—	%
Other	0.1	%	(0.7)	%	(0.3)	%
Effective income tax rate	337.8	%	11.0	%	(13.6)	%

The Company’s effective tax rate was 337.8% in 2022. 11.0% in 2021, and (13.6)% in 2020, in comparison to the U.S. statutory tax rate in 2022, 2021, and 2020 of 21.0%. The comparison of the Company’s effective tax rate to the U.S. statutory tax rate for the year ended December 31, 2022 was primarily influenced by changes in valuation allowance, tax impacts associated with equity based awards, and tax impacts of losses attributable to non-controlling interests. The comparison of the Company’s effective tax rate to the U.S. statutory tax rate for the year ended December 31, 2021 was primarily influenced by nondeductible officer’s compensation per Section 162(m) of the Internal Revenue Code, return-to-provision adjustments, the impact of tax benefits associated with equity-based awards, and changes in valuation allowance. The comparison of the Company’s effective tax rate to the U.S. statutory tax rate for the year ended December 31, 2020 was primarily influenced by the fact that the Company is not liable for income taxes on the portion of QLH’s earnings that are attributable to the non-controlling interests and was not a taxable entity prior to the Reorganization Transactions.

In accordance with the Contribution Agreement entered into with White Mountains, any federal or state taxes liabilities or refunds related to periods prior to the Reorganization Transactions are required to be paid or refunded to White Mountains. The Company recognized a payable of $0.3 million and $2.3 million as of December 31, 2022 and 2021, respectively to reflect the amounts refundable to White Mountains and is included within accrued expense on the consolidated balance sheets.

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


	Year Ended December 31,
(in thousands)	2022		2021
Deferred tax assets:
Investment in partnership	$	78,646	$	81,648
Net operating loss carryforwards and tax credits	9,260		3,007
Tax receivables agreement	683		20,336
Other	3,207		1,850
Total	$	91,796	$	106,841
Valuation allowance	(91,796)		(4,185)
Total deferred tax assets	$	—	$	102,656
Deferred tax liabilities:
Total deferred tax liabilities	$	—	$	—
Deferred tax assets	$	—	$	102,656

During the year ended December 31, 2022, holders of Class B-1 units exchanged 632,944 Class B-1 units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis (“Exchanges”). In connection with the Exchanges, the Company established additional liabilities related to the TRA of $1.6 million presented within additional-paid-in-capital in its consolidated statements of redeemable class A units, members’ equity (deficit), and stockholders’ equity (deficit). In connection with the Exchanges and the changes to the carrying value of the non-controlling interest, the Company also recognizes deferred tax assets associated with the basis difference in its investment in QLH through additional-paid-in-capital although during the year ended December 31, 2022, no additional deferred tax assets was recorded through additional-paid-in-capital as the Company recognized a full valuation allowance on its deferred tax assets.

As of December 31, 2022, the Company had federal, state, and foreign net operating loss carryforwards (“NOLs”) of $28.4 million, $34.7 million, and $21 thousand, respectively, of which $28.4 million, $3.1 million, and $0, respectively, have an indefinite life. The remaining state and foreign NOLs will begin to expire in 2029 and 2032, respectively. As of December 31, 2022, the Company had foreign tax credit carryforwards of $1.1 million, which will begin to expire in 2029.

Evaluating the need for and the amount of a valuation allowance for deferred tax assets often requires significant judgment and extensive analysis of all available evidence to determine whether it is more likely than not that these assets will be utilized. In measuring its deferred tax assets and to determine whether a valuation allowance is needed, the Company assesses all available evidence, both positive and negative, based on the weight of that evidence. The weight given to the potential effect of negative and positive evidence is commensurate with the extent to which it can be objectively verified. As of December 31, 2022, the Company recognized a valuation allowance of $91.8 million against its deferred tax assets based on the recent history of pre-tax losses, which is considered a significant piece of objective negative evidence that is difficult to overcome and limits the ability to consider other subjective evidence, such as projections of future growth. It is possible in the foreseeable future that there may be sufficient positive evidence, and that the objective negative evidence in the form of history of pre-tax losses will no longer be present, in which event the Company could release a portion or all of the valuation allowance. Release of any amount of valuation allowance would result in a benefit to income tax expense for the period the release is recorded, which could have a material impact on net earnings.

As of December 31, 2021, the Company recorded a $4.2 million valuation allowance against deferred tax assets, related to the portion of its investment in partnership not expected to be realized in the foreseeable future and certain state NOLs and foreign tax credits as it believes it is more likely than not that such attributes will expire prior to utilization.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for the years indicated.


	Year Ended December 31,
(in thousands)	2022		2021		2020
Beginning balance	$	1,120	$	1,587	$	—
Increase related to Reorganization Transactions	—		—		1,925
Increase related to current year tax positions	234		—		47
Increase related to prior periods tax positions	356		509		—
Decrease related to lapse in applicable statute of limitations	—		(976)		(385)
Ending balance	$	1,710	$	1,120	$	1,587

As of December 31, 2022 and 2021, the total liability related to uncertain tax positions, including interest and penalties, was $2.1 million and $1.4 million, respectively. Out of this amount as of December 31, 2022 and 2021, $0.7 million and $0.6 million, respectively, had been indemnified by White Mountains, for which an indemnification asset was recognized. The increase in the liability for uncertain tax positions was due to uncertainties related to state nexus. If recognized as of December 31, 2022 and 2021, $1.4 million and $0.9 million, respectively, of the amount of unrecognized tax benefits would impact the effective tax rate. The unrecognized tax benefits differ from the amount that would affect the Company’s effective tax rate primarily because the unrecognized tax benefits were included on a gross basis and did not reflect related secondary impacts, such as the federal deduction for state taxes or adjustments to deferred tax assets that might be required if the Company’s tax positions are sustained. Additionally, the Company will be indemnified for any tax imposed prior to the Reorganization Transactions on which a reserve was recorded and as the Company recognizes uncertain tax positions the benefits would impact pre-tax results. The Company recognizes interest and penalties, if applicable, related to uncertain tax positions as a component of income tax expense. The Company recorded $0.1 million and $(0.4) million of interest and penalties during the year ended December 31, 2022 and 2021, respectively.

The Company files income tax returns as required by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company may be subject to examination by federal and certain state and local tax authorities. As

of December 31, 2022, the Company’s federal income tax returns for the tax years 2019 and forward and state and local tax returns for the tax years 2018 and forward, and foreign income tax returns for the tax years 2017 and forward remain open and are subject to examination. Currently, no tax authorities are auditing any of the Company’s income tax matters.

Tax receivables agreement

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

The TRA provides for the payment by MediaAlpha, Inc. to Insignia and the Senior Executives of 85% of the amount of any tax benefits the Company actually realizes, or in some cases is deemed to realize, as a result of (i) increases in the Company’s share of the tax basis in the net assets of QLH resulting from any redemptions or exchanges of Class B-1 units, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA. The TRA will also require us to pay White Mountains 85% of the amount of the cash savings, if any, in U.S. federal, state and local income tax that the Company realizes (or is deemed to realize) as a result of the utilization of the net operating losses of Intermediate Holdco attributable to periods prior to the IPO and the deduction of any imputed interest attributable to the payment obligations under the TRA. The Company expects to benefit from the remaining 15% of any cash savings that it realizes. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of MediaAlpha, Inc. in the future.

During the year ended December 31, 2022, the Company determined that making a payment under the TRA was not probable under ASC 450 — Contingencies since a valuation allowance has been recorded against the Company’s deferred tax assets and the Company does not believe it will generate sufficient future taxable income to utilize related tax benefits and result in a payment under the TRA. As a result, the Company remeasured the liabilities due under the TRA, net of the current portion, to zero in the consolidated balance sheets and recorded a gain on TRA liability remeasurement of $83.3 million within other (income) expenses, net in the consolidated statements of operations. If the Company had determined that making a payment under the TRA and generating sufficient future taxable income was probable, it would have also recorded a liability pursuant to the TRA, net of current portion, of approximately $87 million in the consolidated balance sheet.

As of December 31, 2022 and 2021 the Company recorded $2.8 million and $0.2 million, respectively, as current portion of payments due under the TRA within accrued expenses in the consolidated balance sheets. Payments of $0.2 million were made pursuant to the TRA during the year ended December 31, 2022. No payments were made pursuant to the TRA during the year ended December 31, 2021.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-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
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

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

+ Details

Net loss per share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net loss per share

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


	Year Ended December 31,				For the period October 27, 2020 through December 31, 2020
	2022		2021
Basic
Net (loss)	$	(72,446)	$	(8,475)	$	(8,604)
Less: net (loss) attributable to non-controlling interest	(14,780)		(3,200)		(4,238)
Net (loss) attributable to MediaAlpha, Inc.	$	(57,666)	$	(5,275)	$	(4,366)
Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	41,944,874		37,280,533		32,134,170
Net (loss) per share of Class A common stock - basic (a)	$	(1.37)	$	(0.14)	$	(0.14)
Net (loss) per share of Class A common stock - diluted	$	(1.37)	$	(0.19)	$	(0.14)

a.Earnings per share for the year ended December 31, 2020, is presented for the period subsequent to the Reorganization Transactions and IPO. Prior to it, QLH's membership structure consisted of QLH Class A units and QLH Class B units. MediaAlpha, Inc.’s current capital structure is not reflective of the capital structure of QLH prior to the Reorganization Transactions. Therefore, earnings per share have not been presented for periods prior to the completion of the Reorganization Transactions and IPO.


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

Effect of the Company’s potentially dilutive securities were not included in the calculation of diluted loss per share as the effect would be anti-dilutive. The following table summarizes the shares and units with a potentially dilutive impact:


	As of
	December 31, 2022	December 31, 2021	December 31, 2020
QLH Class B / B-1 Units (Replacement awards)	18,931,446	253,398	25,571,996
Restricted Class A Shares	181,061	—	1,061,605
Restricted stock units	4,894,121	—	5,482,876
Potential dilutive shares	24,006,628	253,398	32,116,477

Non-controlling interest	12 Months Ended
Non-controlling interest	Dec. 31, 2022
Noncontrolling Interest [Abstract]
Non-controlling interest	Non-controlling interestDuring the year ended December 31, 2022, the holders of the non-controlling interests exchanged 632,944 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 December 31, 2022, the holders of the non-controlling interests owned 30.2% of the total equity interests in QLH, with the remaining 69.8% 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.

Schedule II - Valuation and Qualifying Accounts and Allowances

12 Months Ended

Dec. 31, 2022

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

Schedule I - Valuation and Qualifying Accounts and Allowances

Schedule II – Valuation and Qualifying Accounts and Allowances


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

Valuation allowance on deferred tax assets
Fiscal year 2022	$	4,185	87,611	—	$	91,796
Fiscal year 2021	$	1,906	2,279	—	$	4,185
Fiscal year 2020	$	—	1,906	—	$	1,906

Allowance for credit losses
Fiscal year 2022	$	609	36	(70)	$	575
Fiscal year 2021	$	438	171	—	$	609
Fiscal year 2020	$	302	524	(388)	$	438

Summary of significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of presentation

Use of estimates

Revenue recognition

Consumer Referral transactions are summarized as follows:

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

Cash and cash equivalents

Cash and cash equivalents consist entirely of cash deposits.

Accounts receivable

The Company maintained an allowance for credit losses of $0.6 million as of December 31, 2022 and 2021.

Concentrations of credit risk and of significant customers and suppliers

Customer concentrations consisted of the below:


	2022					2021
	Number of customers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of customers exceeding 10%	Aggregate Value (in millions)		% of Total
Revenue	1	$	48	10	%	2	$	171	27	%
Accounts receivable	—	$	—	—	%	1	$	7	10	%

Our supplier concentration can expose us to business risks. Supplier concentrations consisted of the below:


	2022					2021
	Number of suppliers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of suppliers exceeding 10%	Aggregate Value (in millions)		% of Total
Purchases	1	$	46	11	%	1	$	55	10	%
Accounts payable	2	$	22	40	%	2	$	21	34	%

Property and equipment


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

Internal-use software development and cloud computing arrangement implementation costs

Business combinations

Business combinationsThe Company accounts for business acquisitions in accordance with ASC Topic 805 - Business Combinations, which requires, among other things, the Company to recognize the fair value of all the assets acquired and liabilities assumed as of the date of acquisition; the recognition of acquisition-related costs in the consolidated statements of operations; and contingent purchase consideration to be recognized at their fair values on the acquisition date with subsequent adjustments recognized in the consolidated statements of operations. The excess of the purchase price over the fair value of the identified assets and liabilities is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires the Company to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue, costs, discount rates, customer attrition and royalty rates, and selection of comparable companies and comparable transactions, as applicable. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. At the conclusion of the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Operating results of the acquired entity are reflected in the Company’s consolidated financial statements from date of acquisition

Leases

ASC Topic 842

ASC Topic 840

Goodwill and intangible assets

Impairment of long lived assets

Impairment of long-lived assets

For the years ended December 31, 2022 and 2021, there were no impairments recognized for long-lived assets.

Accounts payable

Deferred debt issuance costs

Deferred initial public offering costs

Equity-based compensation

Segment information

Related party transactions

Fair value measurements

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

Sales taxes

Cost of revenue

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

Income taxes

Tax receivable agreement

Tax receivables agreement

income to utilize such tax benefits, and may substantially exceed the actual benefits, if any, the Company realizes in respect of the tax attributes subject to the TRA.If the Company determines in the future that it will not be able to fully utilize all or part of the related tax benefits, the Company would reduce the portion of the liability related to the tax benefits not expected to be utilized and record the offsetting benefit in the consolidated statements of operations. Subsequent changes to the measurement of the TRA liability are recognized within other (income) expense, net in the consolidated statement of operations. TRA Payments expected to be paid within the next 12 months are classified as current and included within accrued expense on the Consolidated Balance Sheets.

Non-controlling interest

Earnings (loss) per share

Earnings (Loss) per share

Comprehensive income

For the year ended December 31, 2022, 2021, and 2020, the Company did not have any differences between its net income and comprehensive income.

New accounting pronouncements

Recently issued not yet adopted accounting pronouncements

Summary of significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Customer and Supplier Concentration Risk

Customer concentrations consisted of the below:


	2022					2021
	Number of customers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of customers exceeding 10%	Aggregate Value (in millions)		% of Total
Revenue	1	$	48	10	%	2	$	171	27	%
Accounts receivable	—	$	—	—	%	1	$	7	10	%

Our supplier concentration can expose us to business risks. Supplier concentrations consisted of the below:


	2022					2021
	Number of suppliers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of suppliers exceeding 10%	Aggregate Value (in millions)		% of Total
Purchases	1	$	46	11	%	1	$	55	10	%
Accounts payable	2	$	22	40	%	2	$	21	34	%

Summary of Estimated Useful Lives of Property and Equipment

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


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

Disaggregation of revenue (Tables)

12 Months Ended

Dec. 31, 2022

Disaggregation of Revenue [Abstract]

Summary of Disaggregation of Revenue

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


	Year Ended December 31,
(in thousands)	2022		2021		2020
Open Marketplace transactions	$	445,950	$	627,705	$	573,242
Private Marketplace transactions	13,122		17,569		11,572
Revenue	$	459,072	$	645,274	$	584,814

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


	Year Ended December 31,
(in thousands)	2022		2021		2020
Property & casualty insurance	$	224,366	$	417,715	$	397,710
Health insurance	187,392		176,459		139,796
Life insurance	26,711		28,586		30,313
Other	20,603		22,514		16,995
Revenue	$	459,072	$	645,274	$	584,814

Business combinations (Tables)

12 Months Ended

Dec. 31, 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

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

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)	April 1, 2022 to December 31, 2022
Total revenues	$	7,718
Pretax (loss)	$	(2,287)


	Year ended December 31,
(in thousands)	2022		2021
Total revenues	$	465,342	$	675,485
Pretax income (loss)	$	32,075	$	(7,336)

Goodwill and Intangible assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill and Intangible Assets

Goodwill and intangible assets consisted of:


	December 31, 2022							December 31, 2021
(in thousands)	Useful life (months)	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Customer relationships	84 - 120	$	43,500	$	(17,820)	$	25,680	$	25,040	$	(12,730)	$	12,310
Non-compete agreements	60	303		(303)		—		303		(268)		35
Trademarks, trade names, and domain names	60 - 120	8,884		(1,632)		7,252		1,224		(1,002)		222
Intangible assets		$	52,687	$	(19,755)	$	32,932	$	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 change in goodwill and intangible assets:


	December 31, 2022				December 31, 2021
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance at January 1,	$	18,402	$	12,567	$	18,402	$	15,551
Additions to goodwill and intangible assets	29,337		26,120		—		—
Amortization	—		(5,755)		—		(2,984)
Ending balance	$	47,739	$	32,932	$	18,402	$	12,567

Summary of Future Amortization Expense on Identifiable Intangible Assets

As of December 31, 2022, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows:


(in thousands)	Amortization expense
2023	$	6,917
2024	6,428
2025	5,759
2026	5,143
2027	4,106
Thereafter	4,579
	$	32,932

Accrued expenses (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Summary of Accrued Expenses

Accrued expenses include the following:


	As of
(in thousands)	December 31, 2022		December 31, 2021

Accrued payroll and related expenses	$	3,621	$	5,030

Long-term debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:


	As of
(in thousands)	December 31, 2022		December 31, 2021
2021 Term Loan Facility	$	180,500	$	190,000
2021 Revolving Credit Facility	5,000		—
Debt issuance costs	(2,430)		(3,201)
Total debt	$	183,070	$	186,799
Less: current portion, net of debt issuance cost of $730 and $770, respectively	(8,770)		(8,730)
Total long-term debt	$	174,300	$	178,069

Schedule of Expected Future Principal Payments for Borrowings

The expected future principal payments for all borrowings as of December 31, 2022 is as follows:


(in thousands)	Contractual maturity
2023	$	9,500
2024	9,500
2025	9,500
2026	157,000

Debt and issuance costs	185,500
Unamortized debt issuance costs	(2,430)
Total debt	$	183,070

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
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-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 55
-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Equity-based compensation plans (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Equity-based Compensation Cost Recognized

A summary of equity-based compensation cost recognized during the year ended December 31, 2022, 2021, and 2020 is as follows:


	Year ended December 31,
(in thousands)	2022		2021		2020
QLH Class B units	$	—	$	—	$	5,556
QLH Restricted Class B-1 units	230		541		90
Restricted Class A shares	1,032		1,088		211
Restricted stock units	57,210		44,084		19,679
Performance restricted stock units	—		—		—
Equity-based compensation expense	$	58,472	$	45,713	$	25,536

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

a.For the year ended December 31, 2022, there was no income tax benefit related to RSUs as future tax benefits related to these awards were fully offset by a valuation allowance.

Schedule of Equity-based Compensation Expense

Equity-based compensation cost is allocated to the following expense categories in the consolidated statements of operations during the year ended December 31, 2022, 2021 and 2020 is as follows:


	Year ended December 31,
(in thousands)	2022		2021		2020
Cost of revenue	$	3,634	$	1,665	$	2,809
Sales and marketing	10,445		7,724		6,544
Product development	9,536		6,440		4,722
General and administrative	34,857		29,884		11,461
Total equity-based compensation	$	58,472	$	45,713	$	25,536

Summary of Class B Units' Activity

A summary of QLH Class B unit activity for fiscal year 2020 is as follows:


	Number of Units	Weighted - average grant-date fair value		Aggregate Intrinsic Value (in thousands)
QLH Class B units





Outstanding as of December 31, 2019	163,800	$	61.62	$	28,622
Granted	25,500	105.85
Repurchased	(8,568)	51.03
Forfeited	(3,432)	74.22
Settled or canceled(1)	(177,300)	68.25
Outstanding as of December 31, 2020	—	$	—	$	—

Summary of Fair Value Determined on Grant Date

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



						2020
Expected term (in years)						0.5 - 2 years
Expected volatility						70% - 88%
Expected dividend yield						—
Risk-free interest rate						0.11% - 1.41%
Discount for lack of marketability						25% - 30%

Summary of Unvested Restricted Stock Unit Activity

A summary of unvested QLH Class B-1 unit activity for 2020, 2021, and 2022 is as follows:


	Number of Units	Weighted - average grant-date fair value
QLH Restricted Class B-1 units
Unvested and outstanding as of December 31, 2019	—	—
Granted	583,398	2.79
Vested	(53,047)	1.77
Forfeited	(5,667)	1.93
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2020	524,684	$	2.90
Granted	—	—
Vested	(207,211)	2.69
Forfeited	(64,075)	5.03
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2021	253,398	$	2.53
Granted	—	—
Vested	(117,750)	2.41
Forfeited	(93,478)	2.59
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2022	42,170	$	2.74

A summary of unvested Company Class A share activity for 2020, 2021, and 2022 is as follows:


	Number of Units	Weighted - average grant-date fair value
Restricted Class A Shares
Unvested and outstanding as of December 31, 2019	—	—
Granted	1,210,253	3.21
Vested	(120,516)	1.72
Forfeited	(28,132)	1.93
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2020	1,061,605	$	3.41
Granted	—	—
Vested	(447,468)	2.87
Forfeited	(78,382)	2.19
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2021	535,755	$	4.04
Granted	—	—
Vested	(306,005)	3.22
Forfeited	(48,689)	4.12
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2022	181,061	$	5.42

A summary of unvested restricted stock unit activity for 2020, 2021, and 2022 is as follows:


	Number of Units	Weighted - average grant-date fair value
RSUs
Unvested and outstanding as of December 31, 2019	—	—
Granted	5,822,790	22.22
Vested	(339,914)	38.39
Forfeited	—	—
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2020	5,482,876	$	21.22
Granted	2,002,489	21.41
Vested	(1,932,761)	22.13
Forfeited	(245,456)	23.57
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2021	5,307,148	$	20.85
Granted	2,834,171	14.47
Vested	(2,900,154)	19.63
Forfeited	(347,044)	22.08
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2022	4,894,121	$	17.79

A summary of unvested performance-based restricted stock unit activity for 2022 is as follows:


	Number of Units	Weighted - average grant-date fair value
PRSUs
Unvested and outstanding as of December 31, 2021	—	$	—
Granted	80,200	13.72
Vested	—	—
Forfeited	(80,200)	13.72
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2022	—	$	—

Fair value measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments 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:

December 31, 2022

(in thousands)

Level 1

Level 2

Level 3

Total

Liabilities

Contingent consideration

—

Total liabilities

—

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

Contingent consideration


	Year ended December 31,
(in thousands)	2022
Beginning fair value	$	—
Additions in the period	7,007
Change in fair value
(Gain) included in General and administrative expenses	(7,007)
Ending fair value	$	—
Change in unrealized (gain) related to instrument still held at end of period	$	(7,007)

Fair Value Measurement Inputs and Valuation Techniques

The table below displays the significant unobservable inputs used to develop our Level 3 fair value measurements:

Quantitative Information about Level 3 Fair Value Measurement

Valuation Technique

Unobservable Input

Rate

Contingent consideration

Monte Carlo

Risk-adjusted discount rate

5.0% - 19.0%

Volatility

2.5% - 65.0%

Cost method investment

Discounted Cash Flow

Risk-adjusted discount rate

20.0%

Option Pricing Method

Equity volatility

115.0%

Discount for lack of marketability

30.0%

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Summary of Operating Leases

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


		As of
(in thousands)		December 31, 2022		December 31, 2021
Operating leases	Balance Sheet location
Right-of-Use Assets - Operating Leases	Other assets	$	2,761	$	3,514
Operating Lease Liabilities - Current	Accrued expenses	$	783	$	765
Operating Lease Liabilities - Non-current	Other long-term liabilities	$	2,434	$	3,216

Summary of Lease Expense

The following presents the Company’s lease expense:


	Year ended December 31,
(in thousands)	2022		2021
Operating lease cost	$	908	$	749
Short-term lease cost	138		184
Variable lease cost	150		113
Total lease cost	$	1,196	$	1,046

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


	Year ended December 31,
(in thousands)	2022		2021
Cash paid for operating lease liabilities	$	920	$	672
Right-of-use assets obtained in exchange of lease obligations	$	—	$	4,108

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


	As of
	December 31, 2022		December 31, 2021
Weighted-average remaining lease term	3.74 years		4.68 years
Weighted-average discount rate	4.36	%	4.35	%

Summary of Maturities of Lease Liabilities

Maturities of lease liabilities at December 31, 2022 were as follows:


(in thousands)	Operating Leases
Year Ended December 31,
2023	$	904
2024	908
2025	936
2026	713
2027	26
Thereafter	—
Total Lease Payments	$	3,487
Less Imputed Interest	(270)
Total Lease Liabilities	$	3,217

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Income Before Income Taxes

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


	Year Ended December 31,
(in thousands)	2022		2021		2020
United States	$	30,519	$	(9,523)	$	9,048
Foreign	(60)		1		247
Total	$	30,459	$	(9,522)	$	9,295

Summary of Components of Income Tax Expense

The components of income tax expense (benefit) consisted of the following:


	Year Ended December 31,
(in thousands)	2022		2021		2020
Current income tax expense (benefit)
Federal	$	—	$	(382)	$	(417)
State	237		(1,836)		(438)
Foreign	12		(42)		51
	$	249	$	(2,260)	$	(804)
Deferred income tax expense (benefit)
Federal	$	86,971	$	1,503	$	(354)
State	15,685		(290)		(108)
Foreign	—		—		(1)
	$	102,656	$	1,213	$	(463)
Income tax expense (benefit)	$	102,905	$	(1,047)	$	(1,267)

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

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


	Year Ended December 31,
	2022		2021		2020
Statutory federal tax rate	21.0	%	21.0	%	21.0	%
Loss / Income attributable to non-controlling interests and nontaxable income	11.3	%	(1.3)	%	(33.3)	%
State income taxes, net of federal benefit	0.5	%	(9.3)	%	(1.1)	%
Transaction costs	—	%	(5.8)	%	3.4	%
Officers' compensation	8.4	%	(32.0)	%	—	%
Indemnification asset release	—	%	(7.5)	%	—	%
Return-to-Provision	(1.4)	%	26.0	%	—	%
Interest and penalties	(0.3)	%	(1.6)	%	—	%
Equity-based compensation	18.5	%	29.7	%	—	%
Change in uncertain tax positions	2.1	%	7.2	%	(3.3)	%
Deferred tax adjustments	—	%	9.2	%	—	%
Change in valuation allowance	277.6	%	(23.9)	%	—	%
Other	0.1	%	(0.7)	%	(0.3)	%
Effective income tax rate	337.8	%	11.0	%	(13.6)	%

Schedule of Deferred Tax Assets and Liabilities

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


	Year Ended December 31,
(in thousands)	2022		2021
Deferred tax assets:
Investment in partnership	$	78,646	$	81,648
Net operating loss carryforwards and tax credits	9,260		3,007
Tax receivables agreement	683		20,336
Other	3,207		1,850
Total	$	91,796	$	106,841
Valuation allowance	(91,796)		(4,185)
Total deferred tax assets	$	—	$	102,656
Deferred tax liabilities:
Total deferred tax liabilities	$	—	$	—
Deferred tax assets	$	—	$	102,656

Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for the years indicated.


	Year Ended December 31,
(in thousands)	2022		2021		2020
Beginning balance	$	1,120	$	1,587	$	—
Increase related to Reorganization Transactions	—		—		1,925
Increase related to current year tax positions	234		—		47
Increase related to prior periods tax positions	356		509		—
Decrease related to lapse in applicable statute of limitations	—		(976)		(385)
Ending balance	$	1,710	$	1,120	$	1,587

Net loss per share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Summary of Calculation of Basic and Diluted Net Loss Per Share

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


	Year Ended December 31,				For the period October 27, 2020 through December 31, 2020
	2022		2021
Basic
Net (loss)	$	(72,446)	$	(8,475)	$	(8,604)
Less: net (loss) attributable to non-controlling interest	(14,780)		(3,200)		(4,238)
Net (loss) attributable to MediaAlpha, Inc.	$	(57,666)	$	(5,275)	$	(4,366)
Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	41,944,874		37,280,533		32,134,170
Net (loss) per share of Class A common stock - basic (a)	$	(1.37)	$	(0.14)	$	(0.14)
Net (loss) per share of Class A common stock - diluted	$	(1.37)	$	(0.19)	$	(0.14)


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

Summary of Potential Dilutive Shares

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


	As of
	December 31, 2022	December 31, 2021	December 31, 2020
QLH Class B / B-1 Units (Replacement awards)	18,931,446	253,398	25,571,996
Restricted Class A Shares	181,061	—	1,061,605
Restricted stock units	4,894,121	—	5,482,876
Potential dilutive shares	24,006,628	253,398	32,116,477

Organization and background - Narrative (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Oct. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2022 shares	Dec. 31, 2020 USD ($)	Oct. 27, 2020
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions \| $			$ 12.2
Stockholder's equity, exchange ratio		1		1
Tax Receivables Agreement \| White Mountains Capital, Inc. of Intermediate Holdco
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Percentage of cash savings required to pay up on agreement	85.00%	85.00%
Tax Receivables Agreement \| Insignia and Senior Executives
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Percentage of cash savings required to pay up on agreement	85.00%	85.00%
Class A Common
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Share reserved for issuance (in shares)		18,895,493
Class A Common \| Initial Public Offering (IPO)
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued (in shares)	7,027,606
Public offering price (in dollars per share) \| $ / shares	$ 19.00
Proceeds from initial public offering, net of underwriting discounts and commissions \| $	$ 124.2
Class A Common \| Initial Public Offering (IPO) \| White Mountains Capital, Inc. of Intermediate Holdco
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued (in shares)	24,142,096
Class A Common \| Initial Public Offering (IPO) \| Legacy Profit Interests Holders
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued (in shares)	1,999,439
Class A Common \| Underwriters' Over-allotment Option
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued (in shares)	769,104
Class B Common \| Initial Public Offering (IPO) \| Insignia, Senior Executives and Legacy Profit Interests Holders
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued (in shares)	30,308,492

Summary of significant accounting policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) reportingUnit segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Significant Accounting Policies [Line Items]
Allowance for credit losses	$ 575,000	$ 609,000
Capitalized software development costs	$ 0	0
Number of reporting units \| reportingUnit	1
Impairment of goodwill	$ 0
Impairments for goodwill or intangible assets	0	0
Impairments for long-lived assets	0	0
Proceeds from initial public offering, net of underwriting discounts and commissions			$ 12,200,000
Deferred offering costs	0	0
Amount paid to related party	2,500,000
Additional amount reimbursable to related party	(500,000)
Amount reimbursable to related party, total	$ 300,000	2,300,000
Number of operating segments \| segment	1
Revolving Credit Facility
Significant Accounting Policies [Line Items]
Outstanding amount drawn under revolving credit facility	$ 185,500,000
Amount available under credit agreement	$ 45,000,000
Internal-use Software
Significant Accounting Policies [Line Items]
Estimated useful life	3 years
Tax Receivables Agreement
Significant Accounting Policies [Line Items]
Percentage of amount to pay for tax benefits that actually realize	85.00%
Amount paid to related party	$ 200,000	$ 0
Minimum
Significant Accounting Policies [Line Items]
Duration to cancel agreements	30 days
Amortization period of finite-lived intangible assets	2 years
Maximum
Significant Accounting Policies [Line Items]
Duration to cancel agreements	60 days
Amortization period of finite-lived intangible assets	10 years

Summary of significant accounting policies - Summary of Customer and Supplier Concentration Risk (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Significant Accounting Policies [Line Items]
Revenue	$ 459,072	$ 645,274	$ 584,814
Cost of revenue	389,013	543,750	$ 499,434
Accounts receivable	59,998	76,094
Accounts payable	53,992	61,770
Top One Supplier \| Supplier Concentration Risk \| Purchases
Significant Accounting Policies [Line Items]
Cost of revenue	$ 46,000	$ 55,000
Concentration risk percentage	11.00%	10.00%
Top Two Suppliers \| Supplier Concentration Risk \| Accounts Payable Benchmark
Significant Accounting Policies [Line Items]
Concentration risk percentage	40.00%	34.00%
Accounts payable	$ 22,000	$ 21,000
Top One Customer \| Customer Concentration Risk \| Revenue from Contract with Customer Benchmark
Significant Accounting Policies [Line Items]
Revenue	$ 48,000
Concentration risk percentage	10.00%
Top One Customer \| Customer Concentration Risk \| Accounts Receivable
Significant Accounting Policies [Line Items]
Concentration risk percentage		10.00%
Accounts receivable		$ 7,000
Top Two Customers \| Customer Concentration Risk \| Revenue from Contract with Customer Benchmark
Significant Accounting Policies [Line Items]
Revenue		$ 171,000
Concentration risk percentage		27.00%

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Computer
Significant Accounting Policies [Line Items]
Estimated useful life	3 years
Furniture and fixtures
Significant Accounting Policies [Line Items]
Estimated useful life	3 years

Disaggregation of Revenue - Summary of Disaggregation of revenue by Transaction Model (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 459,072	$ 645,274	$ 584,814
Open Marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	445,950	627,705	573,242
Private Marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	$ 13,122	$ 17,569	$ 11,572

- Definition

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

+ References

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-Name Accounting Standards Codification
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+ Details

Disaggregation of revenue - Summary of Disaggregation of Revenue by Product Vertical (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 459,072	$ 645,274	$ 584,814
Property & casualty insurance
Disaggregation of Revenue [Line Items]
Revenue	224,366	417,715	397,710
Health insurance
Disaggregation of Revenue [Line Items]
Revenue	187,392	176,459	139,796
Life insurance
Disaggregation of Revenue [Line Items]
Revenue	26,711	28,586	30,313
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 20,603	$ 22,514	$ 16,995

- Definition

+ References

+ Details

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 - Narrative (Details)				12 Months Ended
Business combinations - Narrative (Details)	Dec. 31, 2022 USD ($)	Apr. 01, 2022 USD ($)	Feb. 24, 2022 USD ($) period	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Revolving line of credit				$ 25,000,000	$ 0	$ 7,500,000
Revolving Credit Facility \| 2021 Credit Facilities \| Line of Credit
Business Acquisition, Contingent Consideration [Line Items]
Revolving line of credit		$ 25,000,000
Customer Helper Team, LLC
Business Acquisition, Contingent Consideration [Line Items]
Asset acquisition, contingent consideration, number of periods \| period			2
Contingent consideration period (in years)			12 months
Acquisition related costs				$ 600,000
Expected goodwill deductible for tax purposes		$ 22,700,000
Customer Helper Team, LLC \| Minimum
Business Acquisition, Contingent Consideration [Line Items]
Contingent payments	$ 0		$ 0
Customer Helper Team, LLC \| Maximum
Business Acquisition, Contingent Consideration [Line Items]
Contingent payments	$ 15,000,000		$ 20,000,000
QuoteLab, LLC
Business Acquisition, Contingent Consideration [Line Items]
Discount rate			18.00%
Useful lives			7 years 10 months 24 days

Business combinations - Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands	Dec. 31, 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		12 Months Ended
	Feb. 24, 2022	Dec. 31, 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	9 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition, Contingent Consideration [Line Items]
Pretax (loss)		$ 30,459	$ (9,522)	$ 9,295
Customer Helper Team, LLC
Business Acquisition, Contingent Consideration [Line Items]
Total revenues	$ 7,718
Pretax (loss)	$ (2,287)
Pro forma revenue, total revenues		465,342	675,485
Pro forma net income, pretax (loss)		$ 32,075	$ (7,336)

- 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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	$ 52,687	$ 26,567
Accumulated amortization	(19,755)	(14,000)
Net carrying amount	32,932	12,567	$ 15,551
Goodwill	$ 47,739	18,402	$ 18,402
Minimum
Goodwill And Intangible Assets [Line Items]
Useful life (months)	2 years
Maximum
Goodwill And Intangible Assets [Line Items]
Useful life (months)	10 years
Customer relationships
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	$ 43,500	25,040
Accumulated amortization	(17,820)	(12,730)
Net carrying amount	$ 25,680	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	(303)	(268)
Net carrying amount	0	35
Trademarks, trade names, and domain names
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	8,884	1,224
Accumulated amortization	(1,632)	(1,002)
Net carrying amount	$ 7,252	$ 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 - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 5,755	$ 2,984	$ 3,201

Goodwill and intangible assets - Summary of Change in Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill
Beginning balance	$ 18,402	$ 18,402
Additions to goodwill	29,337	0
Ending balance	47,739	18,402	$ 18,402
Intangible assets
Beginning balance	12,567	15,551
Additions to intangible assets	26,120	0
Amortization	(5,755)	(2,984)	(3,201)
Ending balance	$ 32,932	$ 12,567	$ 15,551

- Definition

+ References + Details

Goodwill and intangible assets - Summary of Future Amortization Expense on Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 6,917
2024	6,428
2025	5,759
2026	5,143
2027	4,106
Thereafter	4,579
Net carrying amount	$ 32,932	$ 12,567	$ 15,551

Accrued expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued liabilities
Accrued payroll and related expenses	$ 3,621	$ 5,030

Long-term debt - Narrative (Details) - USD ($) $ in Thousands				12 Months Ended
	Jul. 29, 2021	Dec. 01, 2020	Sep. 23, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt				$ 183,070	$ 186,799
Unamortized deferred debt issuance costs				2,400	3,200
Cash distribution to QLH class A Unit holders and certain QLH class B unit holders			$ 105,800
Loss on extinguishment of debt				0	0	$ (1,998)
Interest expense				8,500	7,800	7,900
Amortization of deferred debt issuance costs				832	1,182	1,228
Accrued interest				3,000	1,700
Revolving Credit Facility
Debt Instrument [Line Items]
2021 Revolving Credit Facility				185,500
Interest expense				700
2019 Credit Facilities \| Revolving Credit Facility \| Other Expense
Debt Instrument [Line Items]
Loss on extinguishment of debt						$ (2,000)
2020 Credit Facilities
Debt Instrument [Line Items]
Debt instrument, periodic payment			$ 2,600
Prepayment of term loan facility		$ 23,600
2020 Credit Facilities \| NYFRB Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			0.50%
2020 Credit Facilities \| Adjusted LIBO Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			1.00%
Debt Instrument, floor interest rate			1.50%
2020 Credit Facilities \| Adjusted LIBO Rate \| Minimum
Debt Instrument [Line Items]
Debt Instrument, floor interest rate			0.50%
2020 Credit Facilities \| Alternate Base Rate \| Minimum
Debt Instrument [Line Items]
Debt Instrument, floor interest rate			1.50%
2020 Credit Facilities \| Applicable Rate \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate			2.25%
2020 Credit Facilities \| Applicable Rate \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate			2.75%
2020 Credit Facilities \| Eurodollar Borrowings \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate			3.25%
2020 Credit Facilities \| Eurodollar Borrowings \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate			3.75%
2020 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Aggregate principal amount			$ 210,000
Total debt	$ 186,400
Initial principal amount of term loan			210,000
2020 Credit Facilities \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Revolving line of credit			$ 5,000
2021 Credit Facilities
Debt Instrument [Line Items]
Quarterly amortization rate	1.25%
2021 Credit Facilities \| LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.00%
2021 Credit Facilities \| LIBOR \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.00%
2021 Credit Facilities \| LIBOR \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.75%
2021 Credit Facilities \| Base Rate \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.00%
2021 Credit Facilities \| Base Rate \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.75%
2021 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Aggregate principal amount	$ 190,000
Unamortized deferred debt issuance costs	600
Initial principal amount of term loan				180,500	190,000
2021 Credit Facilities \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Revolving line of credit	50,000
Capitalized third party costs and fees	$ 200
2021 Revolving Credit Facility				$ 5,000	$ 0

Long-term debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt issuance costs	$ (2,430)	$ (3,201)
Total debt	183,070	186,799
Current portion of long-term debt	(8,770)	(8,730)
Total long-term debt	174,300	178,069
Debt issuance costs	730	770
Revolving Credit Facility
Debt Instrument [Line Items]
2021 Revolving Credit Facility	185,500
Term loan \| 2021 Credit Facilities
Debt Instrument [Line Items]
2021 Term Loan Facility	180,500	190,000
Line of Credit \| 2021 Credit Facilities \| Revolving Credit Facility
Debt Instrument [Line Items]
2021 Revolving Credit Facility	$ 5,000	$ 0

Long-term debt - Schedule of Expected Future Principal Payments for Borrowings (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2023	$ 9,500
2024	9,500
2025	9,500
2026	157,000
Debt and issuance costs	185,500
Unamortized debt issuance costs	(2,430)	$ (3,201)
Total debt	$ 183,070	$ 186,799

- Definition

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

+ References + Details

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

Redeemable class A units, members’ Equity (Deficit), and stockholders' Equity (Deficit) (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Oct. 30, 2020 USD ($) $ / shares shares	Sep. 23, 2020 USD ($)	Dec. 31, 2022 USD ($) vote $ / shares shares	Dec. 31, 2020 USD ($) shares	Mar. 14, 2022 USD ($)	Dec. 31, 2021 $ / shares shares	Oct. 27, 2020	Dec. 31, 2019 shares
Class of Stock [Line Items]
Preferred stock, authorized (in shares)			50,000,000			50,000,000
Preferred stock, par value (in dollars per share) \| $ / shares			$ 0.01			$ 0.01
Stockholder's equity, common stock, issuance ratio			1
Stockholder's equity, exchange ratio			1				1
Proceeds from initial public offering, net of underwriting discounts and commissions \| $				$ 12,200
Number of shares repurchased (in shares)			455,297
Shares authorized to be repurchased, value \| $					$ 5,000
Shares repurchased, value \| $			$ 5,008	$ 2,244
QL Holdings LLC \| QL Holdings LLC and Subsidiaries
Class of Stock [Line Items]
Borrowings \| $		$ 210,000
Class B-1 Units \| QL Holdings LLC and Subsidiaries
Class of Stock [Line Items]
Common stock held by subsidiary (in shares)	41,620
Ownership percentage	43.50%
Conversion of redeemable convertible preferred units (in shares)			284,221
Class A \| QL Holdings LLC and Subsidiaries
Class of Stock [Line Items]
Members' capital, outstanding (in shares)								1,136,842
Initial Public Offering (IPO) \| QL Holdings LLC and Subsidiaries \| Intermediate Holdco
Class of Stock [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions \| $	$ 16,300
Initial Public Offering (IPO) \| QL Holdings LLC and Subsidiaries \| Intermediate Holdco \| 2020 Term Loan Facility
Class of Stock [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions \| $	$ 23,600
Initial Public Offering (IPO) \| Class B-1 Units
Class of Stock [Line Items]
Number of shares repurchased (in shares)	4,772,449
Initial Public Offering (IPO) \| Class B-1 Units \| Intermediate Holdco
Class of Stock [Line Items]
Proceeds from initial public offering, net of underwriting discounts and commissions \| $	$ 84,300
Number of shares repurchased (in shares)	4,772,449
Class A Common
Class of Stock [Line Items]
Common stock, authorized (in shares)			1,000,000,000			1,000,000,000
Common stock, par value (in dollars per share) \| $ / shares			$ 0.01			$ 0.01
Common stock, votes per share \| vote			1
Common stock, outstanding (in shares)			43,700,000			41,000,000
Class A Common \| Initial Public Offering (IPO)
Class of Stock [Line Items]
Shares issued (in shares)	7,027,606
Public offering price (in dollars per share) \| $ / shares	$ 19.00
Proceeds from initial public offering, net of underwriting discounts and commissions \| $	$ 124,200
Class A Common \| Underwriters' Over-allotment Option
Class of Stock [Line Items]
Shares issued (in shares)	769,104
Class B Common
Class of Stock [Line Items]
Common stock, authorized (in shares)			100,000,000			100,000,000
Common stock, par value (in dollars per share) \| $ / shares			$ 0.01			$ 0.01
Common stock, votes per share \| vote			1
Common stock, outstanding (in shares)	25,536,043		18,900,000			19,600,000
Redeemable Class A
Class of Stock [Line Items]
Redeemable units (in shares)			0	0		0		284,211
Redeemable Class A \| QL Holdings LLC and Subsidiaries
Class of Stock [Line Items]
Redeemable units (in shares)								284,211

Equity-based compensation plans - Summary of Equity-based Compensation Cost Recognized (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 58,472,000	$ 45,713,000	$ 25,536,000
Total income tax benefit recognized related to equity-based compensation	0	6,328,000	3,088,000
QLH Class B units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	0	0	5,556,000
QLH Restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	230,000	541,000	90,000
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	1,032,000	1,088,000	211,000
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	57,210,000	44,084,000	19,679,000
Performance restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 0	$ 0	$ 0

Equity-based compensation plans - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 58,472	$ 45,713	$ 25,536
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	3,634	1,665	2,809
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	10,445	7,724	6,544
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	9,536	6,440	4,722
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 34,857	$ 29,884	$ 11,461

Equity-based compensation plans - Narrative (Details)				12 Months Ended
Equity-based compensation plans - Narrative (Details)	Oct. 31, 2020 shares	Oct. 30, 2020 USD ($) employee	Oct. 29, 2020 shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost capitalized				$ 0	$ 0	$ 0
Vesting period, years			4 years
Vesting percentage			25.00%
QLH Class B-1 Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units and shares authorized \| shares						6,470,599
Fair value units vested				$ 1,500,000	6,700,000	$ 2,000,000
Company Restricted Class A Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units and shares authorized \| shares				6,470,599
Unvested Company Class A Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost				$ 900,000
Weighted average period of recognition				1 year 25 days
Fair value units vested				$ 3,700,000	14,500,000	4,500,000
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				9 months 10 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost				$ 77,800,000
Weighted average period of recognition				2 years 18 days
Fair value units vested				$ 35,800,000	$ 70,800,000	13,000,000
Award conversion, shares represented \| shares				1
Restricted stock units \| PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years				1 year
Unrecognized compensation cost				$ 0
Weighted average period of recognition				0 years
Fair value units vested				$ 0
Award conversion, shares represented \| shares				1
Weighted-average closing price, measurement period				90 days
QLH Class B Restricted Unit Plan \| Class B Units \| Four-year Vesting Period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years				4 years
Vesting percentage				25.00%
QLH Class B units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost capitalized						800,000
Number of employees or beneficiaries exchanged \| employee		43
Cash used to settle redemptions						19,400,000
Employee service share based compensation redemption amount not in excess of fair value.						18,600,000
QLH Class B units \| Initial Public Offering (IPO)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental compensation costs		$ 0
Accelerated compensation costs		$ 2,700,000
Employee service share based compensation cash flow effect cash used to settle portion of awards						$ 15,900,000
QLH Restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years				4 years
Vesting percentage				25.00%
Omnibus Incentive Plan \| Restricted Stock Units and Other Equity-based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share reserved for issuance (in shares) \| shares	12,506,550
Omnibus Incentive Plan \| Restricted Stock Units and Other Equity-based Awards \| Class A Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual percentage increase in shares reserved for issuance				5.00%
Shares available for future grant (in shares) \| shares				5,051,934
Omnibus Incentive Plan \| Restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	4 years
Omnibus Incentive Plan \| Restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	3 years
Profits Interests to Directors, Employees, Managers, Independent Contractors, and Advisors \| QLH Class B Restricted Unit Plan \| Class B Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share reserved for issuance (in shares) \| shares			177,300

Equity-based compensation plans - Summary of Class B Units' Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)
QLH Class B units \| QLH Class B units
Number of Units
Number of units, outstanding, beginning balance (in shares)	163,800
Number of units, granted (in shares)	25,500
Number of units, repurchased (in shares)	(8,568)
Number of units, forfeited (in shares)	(3,432)
Number of units, settled or canceled (in shares)	(177,300)
Number of units, outstanding, ending balance (in shares)	0
Weighted - average grant-date fair value
Weighted-average grant-date fair value, outstanding beginning balance (in dollars per share) \| $ / shares	$ 61.62
Weighted-average grant-date fair value, granted (in dollars per share) \| $ / shares	105.85
Weighted-average grant-date fair value, repurchased (in dollars per share) \| $ / shares	51.03
Weighted-average grant-date fair value, forfeited (in dollars per share) \| $ / shares	74.22
Weighted-average grant-date fair value, settled or canceled (in dollars per share) \| $ / shares	68.25
Weighted-average grant-date fair value, outstanding ending balance (in dollars per share) \| $ / shares	$ 0
Aggregate intrinsic value \| $	$ 0	$ 28,622
QLH Class B units \| QLH Class B units \| Initial Public Offering (IPO)
Number of Units
Number of units, outstanding, beginning balance (in shares)
Number of units, outstanding, ending balance (in shares)	0
Weighted - average grant-date fair value
Concurrent stock split ratio	44
Number of units, vested (in shares)	902,847
QLH Class B-1 Units \| QLH Class B units \| Initial Public Offering (IPO)
Weighted - average grant-date fair value
Number of units, granted (in shares)	6,470,599
QLH Class B-1 Units \| QLH Restricted Class B-1 units
Weighted - average grant-date fair value
Number of units, granted (in shares)	6,470,599

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

Equity-based compensation plans - Summary of Unvested QLH Class B-1 Unit Activity (Details) - QLH Restricted Class B-1 units - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Units
Number of units, unvested and outstanding beginning balance (in shares)	253,398	524,684	0
Number of units, granted (in shares)	0	0	583,398
Number of units, vested (in shares)	(117,750)	(207,211)	(53,047)
Number of units, forfeited (in shares)	(93,478)	(64,075)	(5,667)
Number of units, settled or canceled (in shares)	0	0	0
Number of units, unvested and outstanding ending balance (in shares)	42,170	253,398	524,684
Weighted - average grant-date fair value
Weighted-average grant-date fair value, unvested and outstanding beginning balance (in dollars per share)	$ 2.53	$ 2.90	$ 0
Weighted-average grant-date fair value, granted (in dollars per share)	0	0	2.79
Weighted-average grant-date fair value, vested (in dollars per share)	2.41	2.69	1.77
Weighted-average grant-date fair value, forfeited (in dollars per share)	2.59	5.03	1.93
Weighted-average grant-date fair value, settled or canceled (in dollars per share)	0	0	0
Weighted-average grant-date fair value, unvested and outstanding ending balance (in dollars per share)	$ 2.74	$ 2.53	$ 2.90

Equity-based compensation plans - Summary of Unvested Restricted Stock Unit Activity (Details) - Restricted stock units - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Units
Number of units, unvested and outstanding, beginning balance (in shares)	4,894,121	5,307,148	5,482,876	0
Number of units, granted (in shares)	2,834,171	2,002,489	5,822,790
Number of units, vested (in shares)	(2,900,154)	(1,932,761)	(339,914)
Number of units, forfeited (in shares)	(347,044)	(245,456)	0
Number of units, settled or canceled (in shares)	0	0	0
Number of units, Unvested and outstanding ending balance (in shares)	4,894,121	5,307,148	5,482,876
Weighted - average grant-date fair value
Weighted-average grant-date fair value, unvested and outstanding beginning balance (in dollars per share)	$ 20.85	$ 21.22	$ 0
Weighted-average grant-date fair value, granted (in dollars per share)	14.47	21.41	22.22
Weighted-average grant-date fair value, vested (in dollars per share)	19.63	22.13	38.39
Weighted-average grant-date fair value, forfeited (in dollars per share)	22.08	23.57	0
Weighted-average grant-date fair value, settled or canceled (in dollars per share)	0	0	0
Weighted-average grant-date fair value, unvested and outstanding ending balance (in dollars per share)	$ 17.79	$ 20.85	$ 21.22
Restricted Class A shares
Number of Units
Number of units, unvested and outstanding, beginning balance (in shares)	181,061	535,755	1,061,605	0
Number of units, granted (in shares)	0	0	1,210,253
Number of units, vested (in shares)	(306,005)	(447,468)	(120,516)
Number of units, forfeited (in shares)	(48,689)	(78,382)	(28,132)
Number of units, settled or canceled (in shares)	0	0	0
Number of units, Unvested and outstanding ending balance (in shares)	181,061	535,755	1,061,605
Weighted - average grant-date fair value
Weighted-average grant-date fair value, unvested and outstanding beginning balance (in dollars per share)	$ 4.04	$ 3.41	$ 0
Weighted-average grant-date fair value, granted (in dollars per share)	0	0	3.21
Weighted-average grant-date fair value, vested (in dollars per share)	3.22	2.87	1.72
Weighted-average grant-date fair value, forfeited (in dollars per share)	4.12	2.19	1.93
Weighted-average grant-date fair value, settled or canceled (in dollars per share)	0	0	0
Weighted-average grant-date fair value, unvested and outstanding ending balance (in dollars per share)	$ 5.42	$ 4.04	$ 3.41
PRSUs
Number of Units
Number of units, unvested and outstanding, beginning balance (in shares)	0	0
Number of units, granted (in shares)	80,200
Number of units, vested (in shares)	0
Number of units, forfeited (in shares)	(80,200)
Number of units, settled or canceled (in shares)	0
Number of units, Unvested and outstanding ending balance (in shares)	0	0
Weighted - average grant-date fair value
Weighted-average grant-date fair value, unvested and outstanding beginning balance (in dollars per share)	$ 0
Weighted-average grant-date fair value, granted (in dollars per share)	13.72
Weighted-average grant-date fair value, vested (in dollars per share)	0
Weighted-average grant-date fair value, forfeited (in dollars per share)	13.72
Weighted-average grant-date fair value, settled or canceled (in dollars per share)	0
Weighted-average grant-date fair value, unvested and outstanding ending balance (in dollars per share)	$ 0	$ 0

Fair value measurements - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Liabilities
Contingent consideration	$ 0	$ 0
Total liabilities	0	0
Level 1
Liabilities
Contingent consideration	0	0
Total liabilities	0	0
Level 2
Liabilities
Contingent consideration	0	0
Total liabilities	0	0
Level 3
Liabilities
Contingent consideration	0	0
Total liabilities	$ 0	$ 0

Fair value measurements - Schedule of Fair Value of the Company's Contingent Consideration Obligations (Details) - Contingent consideration - Level 3 $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning fair value	$ 0
Additions in the period	7,007
Change in unrealized (gain) related to instrument still held at end of period	(7,007)
Ending fair value	$ 0

Fair value measurements - Narrative (Details)	12 Months Ended
Fair value measurements - Narrative (Details)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Liabilities
Impairment of cost method investment	$ 8,594,000	$ 0	$ 0
Equity securities without readily determinable fair value	$ 1,400,000	$ 10,000,000
Level 3 \| Measurement Input, Discount Rate \| Discounted Cash Flow
Liabilities
Long-term debt, measurement input	0.0675
Alternative investment, measurement input	0.200
Level 3 \| Measurement Input, Price Volatility \| Option Pricing Method
Liabilities
Alternative investment, measurement input	1.150
Level 3 \| Measurement Input, Discount for Lack of Marketability \| Option Pricing Method
Liabilities
Alternative investment, measurement input	0.300
QuoteLab, LLC
Liabilities
Contingent consideration	$ 0

Fair value measurements - Measurement Inputs and Valuation Techniques (Details) - Level 3	Dec. 31, 2022
Measurement Input, Discount Rate \| Discounted Cash Flow
Liabilities
Alternative investment, measurement input	0.200
Measurement Input, Discount Rate \| Minimum \| Monte Carlo
Liabilities
Contingent consideration, liability, measurement input	0.050
Measurement Input, Discount Rate \| Maximum \| Monte Carlo
Liabilities
Contingent consideration, liability, measurement input	0.190
Measurement Input, Price Volatility \| Option Pricing Method
Liabilities
Alternative investment, measurement input	1.150
Measurement Input, Price Volatility \| Minimum \| Monte Carlo
Liabilities
Contingent consideration, liability, measurement input	0.025
Measurement Input, Price Volatility \| Maximum \| Monte Carlo
Liabilities
Contingent consideration, liability, measurement input	0.650
Measurement Input, Discount for Lack of Marketability \| Option Pricing Method
Liabilities
Alternative investment, measurement input	0.300

Leases - Summary of Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Right-of-Use Assets - Operating Leases	$ 2,761	$ 3,514
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Operating Lease Liabilities - Current	$ 783	$ 765
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses	Accrued expenses
Operating Lease Liabilities - Non-current	$ 2,434	$ 3,216
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities	Other long-term liabilities

Leases - Summary of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease cost	$ 908	$ 749
Short-term lease cost	138	184
Variable lease cost	150	113
Total lease cost	$ 1,196	$ 1,046

Leases - Cash Flow Information, Remaining Lease Term and Discount Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Cash paid for operating lease liabilities	$ 920	$ 672
Right-of-use assets obtained in exchange of lease obligations	$ 0	$ 4,108	$ 0
Weighted-average remaining lease term	3 years 8 months 26 days	4 years 8 months 4 days
Weighted-average discount rate	4.36%	4.35%

Leases - Summary of Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 904
2024	908
2025	936
2026	713
2027	26
Thereafter	0
Total Lease Payments	3,487
Less Imputed Interest	(270)
Total Lease Liabilities	$ 3,217

Income Taxes - Summary of Income Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
United States	$ 30,519	$ (9,523)	$ 9,048
Foreign	(60)	1	247
Income (loss) before income taxes	$ 30,459	$ (9,522)	$ 9,295

- Definition

+ References

+ Details

Income Taxes - Summary of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current income tax expense (benefit)
Federal	$ 0	$ (382)	$ (417)
State	237	(1,836)	(438)
Foreign	12	(42)	51
Current income tax expense (benefit)	249	(2,260)	(804)
Deferred income tax expense (benefit)
Federal	86,971	1,503	(354)
State	15,685	(290)	(108)
Foreign	0	0	(1)
Deferred income tax expense (benefit)	102,656	1,213	(463)
Income tax expense (benefit)	$ 102,905	$ (1,047)	$ (1,267)

Income Taxes - Summary of Reconciliation of Statutory Income Tax Rate to Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Statutory federal tax rate	21.00%	21.00%	21.00%
Loss / Income attributable to non-controlling interests and nontaxable income	11.30%	(1.30%)	(33.30%)
State income taxes, net of federal benefit	0.50%	(9.30%)	(1.10%)
Transaction costs	0.00%	(5.80%)	3.40%
Officers' compensation	8.40%	(32.00%)	0.00%
Indemnification asset release	0.00%	(7.50%)	0.00%
Return-to-Provision	(1.40%)	26.00%	0.00%
Interest and penalties	(0.30%)	(1.60%)	0.00%
Equity-based compensation	18.50%	29.70%	0.00%
Change in uncertain tax positions	2.10%	7.20%	(3.30%)
Deferred tax adjustments	0.00%	9.20%	0.00%
Change in valuation allowance	277.60%	(23.90%)	0.00%
Other	0.10%	(0.70%)	(0.30%)
Effective income tax rate	337.80%	11.00%	(13.60%)

Income Taxes - Narrative (Details)		12 Months Ended
Income Taxes - Narrative (Details)	Oct. 30, 2020	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Oct. 27, 2020
Income Tax Disclosure [Line Items]
Effective income tax rate		337.80%	11.00%	(13.60%)
Related party receivable (payable) to White Mountains		$ (300,000)	$ (2,300,000)
Conversion of stock (in shares) \| shares		632,944
Stockholder's equity, exchange ratio		1			1
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis		$ (1,619,000)	6,351,000	$ (16,354,000)
Valuation allowance		91,796,000	4,185,000
Liability for unrecognized tax benefits		2,100,000	1,400,000
Unrecognized tax benefits if recognized would impact effective tax rate		1,400,000	900,000
Accrued interest and penalties		100,000	(400,000)
Liability on tax receivable agreement		87,000,000
Liabilities under tax receivables agreement, net of current portion		0	85,027,000
Amount paid to related party		2,500,000
White Mountains Capital, Inc. of Intermediate Holdco
Income Tax Disclosure [Line Items]
Indemnification asset uncertain tax position		700,000	600,000
Federal
Income Tax Disclosure [Line Items]
Net operating loss carryforwards		28,400,000
Net operating loss carryforwards with an indefinite life		28,400,000
State and Local
Income Tax Disclosure [Line Items]
Net operating loss carryforwards		34,700,000
Net operating loss carryforwards with an indefinite life		3,100,000
Foreign
Income Tax Disclosure [Line Items]
Net operating loss carryforwards		21,000
Net operating loss carryforwards with an indefinite life		0
Tax credit carryforwards		1,100,000
Tax Receivables Agreement
Income Tax Disclosure [Line Items]
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis		1,600,000
Additional deferred tax assets		0
Liability on tax receivable agreement, remeasurement		83,300,000
Liabilities under tax receivables agreement, net of current portion		2,800,000	200,000
Amount paid to related party		$ 200,000	$ 0
Tax Receivables Agreement \| White Mountains Capital, Inc. of Intermediate Holdco
Income Tax Disclosure [Line Items]
Percentage of cash savings required to pay up on agreement	85.00%	85.00%
Percentage of expected benefit from remaining cash savings under the agreement		15.00%
Tax Receivables Agreement \| Insignia and Senior Executives
Income Tax Disclosure [Line Items]
Percentage of cash savings required to pay up on agreement	85.00%	85.00%

Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Investment in partnership	$ 78,646	$ 81,648
Net operating loss carryforwards and tax credits	9,260	3,007
Tax receivables agreement	683	20,336
Other	3,207	1,850
Total	91,796	106,841
Valuation allowance	(91,796)	(4,185)
Total deferred tax assets	0	102,656
Deferred tax liabilities:
Total deferred tax liabilities	0	0
Deferred tax assets	$ 0	$ 102,656

Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 1,120	$ 1,587	$ 0
Increase related to Reorganization Transactions	0	0	1,925
Increase related to current year tax positions	234	0	47
Increase related to prior periods tax positions	356	509	0
Decrease related to lapse in applicable statute of limitations	0	(976)	(385)
Ending balance	$ 1,710	$ 1,120	$ 1,587

Net loss per share - Summary of Reconciliation of Numerator and Denominator used in Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Net Income (Loss) Attributable to Parent [Abstract]
Net (loss)	$ (8,604)	$ (72,446)	$ (8,475)	$ 10,562
Net (loss) attributable to non-controlling interest	(4,238)	(14,780)	(3,200)	(4,238)
Net (loss) attributable to MediaAlpha, Inc.	$ (4,366)	$ (57,666)	$ (5,275)	$ (4,366)
Weighted average shares of Class A common stock outstanding, basic (in shares)		41,944,874	37,280,533	32,134,170
Weighted average shares of Class A common stock outstanding, diluted (in shares)		41,944,874	61,255,925	32,134,170
Net (loss) per share of Class A common stock, basic (in dollars per share)		$ (1.37)	$ (0.14)	$ (0.14)
Net (loss) per share of Class A common stock, diluted (in dollars per share)		$ (1.37)	$ (0.19)	$ (0.14)
Class A Common
Net Income (Loss) Attributable to Parent [Abstract]
Weighted average shares of Class A common stock outstanding, basic (in shares)	32,134,170	41,944,874	37,280,533
Weighted average shares of Class A common stock outstanding, diluted (in shares)	32,134,170	41,944,874	37,280,533
Net (loss) per share of Class A common stock, basic (in dollars per share)	$ (0.14)	$ (1.37)	$ (0.14)
Net (loss) per share of Class A common stock, diluted (in dollars per share)	$ (0.14)	$ (1.37)	$ (0.19)

- 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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+ Details

- Definition

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

Net loss per share - Calculation of Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share, Diluted [Abstract]
Net (loss)	$ (8,604)	$ (72,446)	$ (8,475)	$ 10,562
Add: incremental tax expense related to exchange of Class B-1 units			(2,900)
Net (loss) available for diluted common shares			$ (11,375)
Weighted-average shares outstanding, diluted (in shares)		41,944,874	61,255,925	32,134,170
Net (loss) per share of Class A common stock, diluted (in dollars per share)		$ (1.37)	$ (0.19)	$ (0.14)
Class A Common Stock And Potential Class A Common Stock
Earnings Per Share, Diluted [Abstract]
Weighted-average shares outstanding, diluted (in shares)			61,255,925
Class A Common
Earnings Per Share, Diluted [Abstract]
Weighted-average shares outstanding, diluted (in shares)	32,134,170	41,944,874	37,280,533
Net (loss) per share of Class A common stock, diluted (in dollars per share)	$ (0.14)	$ (1.37)	$ (0.19)
Class B1 Units
Earnings Per Share, Diluted [Abstract]
Weighted-average shares outstanding, diluted (in shares)			21,357,847
Restricted Class A shares
Earnings Per Share, Diluted [Abstract]
Weighted-average shares outstanding, diluted (in shares)			724,922
Restricted stock units
Earnings Per Share, Diluted [Abstract]
Weighted-average shares outstanding, diluted (in shares)			1,892,623

Net loss per share - Summary of Potential Dilutive Shares (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	24,006,628	253,398	32,116,477
Class B / B-1 Units \| QL Holdings LLC
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	18,931,446	253,398	25,571,996
Restricted Class A Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	181,061	0	1,061,605
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	4,894,121	0	5,482,876

Non-controlling interest - Narrative (Details)	12 Months Ended
Non-controlling interest - Narrative (Details)	Dec. 31, 2022 shares	Dec. 31, 2021	Oct. 27, 2020
Noncontrolling Interest [Line Items]
Conversion of stock (in shares)	632,944
Stockholder's equity, exchange ratio	1		1
QLH
Noncontrolling Interest [Line Items]
Non-controlling interests owned	30.20%	32.10%
Remaining non-controlling interests owned	69.80%	67.90%

Schedule II - Valuation and Qualifying Accounts and Allowances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Valuation allowance on deferred tax assets
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of the period	$ 4,185	$ 1,906	$ 0
Additions during the period	87,611	2,279	1,906
Write-offs	0	0	0
Balance at End of period	91,796	4,185	1,906
Allowance for credit losses
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of the period	609	438	302
Additions during the period	36	171	524
Write-offs	(70)	0	(388)
Balance at End of period	$ 575	$ 609	$ 438