0001818383-23-000075 | 10-Q | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	Apr. 30, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39671
Entity Registrant Name	MediaAlpha, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1854133
Entity Address, Address Line One	700 South Flower Street
Entity Address, Address Line Two	Suite 640
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90017
City Area Code	213
Local Phone Number	316-6256
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	MAX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001818383
Current Fiscal Year End Date	--12-31
Class A Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		44,640,155
Class B Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		18,885,493

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 19,529	$ 14,542
Accounts receivable, net of allowance for credit losses of $325 and $575, respectively	43,126	59,998
Prepaid expenses and other current assets	4,603	5,880
Total current assets	67,258	80,420
Intangible assets, net	31,203	32,932
Goodwill	47,739	47,739
Other assets	7,240	8,990
Total assets	153,440	170,081
Current liabilities
Accounts payable	46,313	53,992
Accrued expenses	10,074	14,130
Current portion of long-term debt	8,777	8,770
Total current liabilities	65,164	76,892
Long-term debt, net of current portion	172,100	174,300
Other long-term liabilities	4,882	4,973
Total liabilities	242,146	256,165
Commitments and contingencies
Stockholders' (deficit):
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022	0	0
Additional paid-in capital	478,499	465,523
Accumulated deficit	(492,408)	(482,142)
Total stockholders' (deficit) attributable to MediaAlpha, Inc.	(13,277)	(15,993)
Non-controlling interests	(75,429)	(70,091)
Total stockholders' (deficit)	(88,706)	(86,084)
Total liabilities and stockholders' deficit	153,440	170,081
Class A Common
Stockholders' (deficit):
Common stock	443	437
Class B Common
Stockholders' (deficit):
Common stock	$ 189	$ 189

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accounts receivable, allowance for credit losses	$ 325	$ 575
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)	44,300,000	43,700,000
Common stock, outstanding (in shares)	44,300,000	43,700,000
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	18,900,000
Common stock, outstanding (in shares)	18,900,000	18,900,000

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue	$ 111,630	$ 142,599
Costs and operating expenses
Cost of revenue	93,262	120,881
Sales and marketing	6,994	7,223
Product development	5,168	5,216
General and administrative	15,755	17,148
Total costs and operating expenses	121,179	150,468
(Loss) from operations	(9,549)	(7,869)
Other expenses (income), net	1,381	(523)
Interest expense	3,576	1,359
Total other expense, net	4,957	836
(Loss) before income taxes	(14,506)	(8,705)
Income tax expense	78	1,143
Net (loss)	(14,584)	(9,848)
Net (loss) attributable to non-controlling interest	(4,318)	(2,772)
Net (loss) attributable to MediaAlpha, Inc.	$ (10,266)	$ (7,076)
Net (loss) per share of Class A common stock
Basic (in dollars per share)	$ (0.23)	$ (0.17)
Diluted (in dollars per share)	$ (0.23)	$ (0.17)
Weighted average shares of Class A common stock outstanding
Basic (in shares)	43,870,005	40,847,941
Diluted (in shares)	43,870,005	40,847,941

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock Class A common stock	Common Stock Class B common stock	Additional Paid-In- Capital	Accumulated deficit	Non- Controlling Interest
Beginning balance (in shares) at Dec. 31, 2021		40,969,952	19,621,915
Beginning balance at Dec. 31, 2021	$ (61,566)	$ 410	$ 196	$ 419,533	$ (424,476)	$ (57,229)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis	19			19
Exchange of non-controlling interest for Class A common stock (in shares)		60,197	(60,197)
Exchange of non-controlling interest for Class A common stock	0	$ 0	$ 0	(180)		180
Vesting of restricted stock units (in shares)		593,810
Vesting of restricted stock units	0	$ 6		(6)
Equity-based compensation	13,773			13,688		85
Forfeiture of equity awards (in shares)		(23,294)
Forfeiture of equity awards	0	$ 0
Shares withheld on tax withholding on vesting of restricted stock units	(820)			(820)
Distributions to non-controlling interests	(130)					(130)
Settlement of 2021 annual bonus as restricted stock units	880			880
Tax impact of changes in investment in partnership	43			43
Net (loss)	(9,848)				(7,076)	(2,772)
Ending balance (in shares) at Mar. 31, 2022		41,600,665	19,561,718
Ending balance at Mar. 31, 2022	(57,649)	$ 416	$ 196	433,157	(431,552)	(59,866)
Beginning balance (in shares) at Dec. 31, 2022		43,650,634	18,895,493
Beginning balance at Dec. 31, 2022	(86,084)	$ 437	$ 189	465,523	(482,142)	(70,091)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exchange of non-controlling interest for Class A common stock (in shares)		10,000	(10,000)
Exchange of non-controlling interest for Class A common stock	0			(39)		39
Vesting of restricted stock units (in shares)		608,022
Vesting of restricted stock units	0	$ 6		(6)
Equity-based compensation	14,304			14,259		45
Shares withheld on tax withholding on vesting of restricted stock units	(1,238)			(1,238)
Distributions to non-controlling interests	(1,104)					(1,104)
Net (loss)	(14,584)				(10,266)	(4,318)
Ending balance (in shares) at Mar. 31, 2023		44,268,656	18,885,493
Ending balance at Mar. 31, 2023	$ (88,706)	$ 443	$ 189	$ 478,499	$ (492,408)	$ (75,429)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Cash flows from operating activities
Net (loss)	$ (14,584)	$ (9,848)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Non-cash equity-based compensation expense	14,341	13,773
Non-cash lease expense	167	177
Depreciation expense on property and equipment	96	98
Amortization of intangible assets	1,729	683	$ 5,755
Amortization of deferred debt issuance costs	199	209
Impairment of cost method investment	1,406	0
Credit losses	(250)	(88)
Deferred taxes	0	1,110
Tax receivable agreement liability adjustments	6	(630)
Changes in operating assets and liabilities:
Accounts receivable	17,122	15,019
Prepaid expenses and other current assets	1,260	2,613
Other assets	125	47
Accounts payable	(7,679)	(10,261)
Accrued expenses	(1,382)	(4,597)
Net cash provided by operating activities	12,556	8,305
Cash flows from investing activities
Purchases of property and equipment	(30)	(40)
Net cash (used in) investing activities	(30)	(40)
Cash flows from financing activities
Repayments on long-term debt	(2,375)	(2,375)
Distributions	(1,104)	(130)
Payments pursuant to tax receivable agreement	(2,822)	(216)
Shares withheld for taxes on vesting of restricted stock units	(1,238)	(820)
Net cash (used in) financing activities	(7,539)	(3,541)
Net increase in cash and cash equivalents	4,987	4,724
Cash and cash equivalents, beginning of period	14,542	50,564	50,564
Cash and cash equivalents, end of period	19,529	55,288	$ 14,542
Supplemental disclosures of cash flow information
Interest	3,057	2,834
Income taxes paid, net of refunds	(233)	(1,365)
Non-cash Investing and Financing Activities:
Adjustments to liabilities under the tax receivable agreement	0	(251)
Establishment of deferred tax assets in connection with the Reorganization Transactions	$ 0	$ (270)

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of significant accounting policies

The Company's significant accounting policies are included in the 2022 Annual Report on Form 10-K and did not materially change during the three months ended March 31, 2023.

Basis of presentation

The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of the Company as of and for the periods presented have been included.

The December 31, 2022 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2022 Annual Report on Form 10-K.

Accounts receivable

Accounts receivable are net of allowances for credit losses of $0.3 million and $0.6 million as of March 31, 2023 and December 31, 2022, respectively.

Concentrations of credit risk and of significant customers and suppliers

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

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

Customer and supplier concentrations consisted of the below:


	Three months ended March 31, 2023					Three months ended March 31, 2022
	Number of customers or suppliers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of customers or suppliers exceeding 10%	Aggregate Value (in millions)		% of Total
Revenue	1	$	17	15	%	1	$	19	13	%
Purchases	1	$	10	10	%	1	$	14	11	%


	As of March 31, 2023					As of December 31, 2022
	Number of customers or suppliers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of customers or suppliers exceeding 10%	Aggregate Value (in millions)		% of Total
Accounts receivable	1	$	6	15	%	—	$	—	—	%
Accounts payable	1	$	5	11	%	2	$	22	40	%

Related Party Transactions

The Company is party to the tax receivables agreement ("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. During the three months ended March 31, 2023, payments of $2.8 million were made pursuant to the TRA.

The Company paid $0.1 million during the three months ended March 31, 2023 to White Mountains related to settlement of federal and state income tax refunds for periods prior to the Reorganization Transactions. The Company recognized immaterial additional amounts reimbursable to White Mountains during the three months ended March 31, 2023. The total amount reimbursable to White Mountains was $0.2 million as of March 31, 2023 and $0.3 million as of December 31, 2022.

Liquidity

As of March 31, 2023, the aggregate principal amount outstanding under the 2021 Credit Facilities was $183.1 million, with $45.0 million remaining available for borrowing under the 2021 Revolving Credit Facility. As of March 31, 2023, 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’s results are subject to fluctuations as a result of business cycles experienced by companies in the insurance industry. The Company believes that the property & casualty (P&C) insurance industry is currently in a 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. In late March 2023, one of the Company's major insurance carrier partners significantly reduced its customer acquisition spend with the Company due to experiencing higher than expected loss ratios resulting from several underlying factors, including ongoing loss cost inflation and unfavorable prior year reserve developments, reducing the Company's expected near-term revenue and Adjusted EBITDA and its forecasted cushion with respect to compliance with the financial covenants under the 2021 Credit Facilities. The Company has taken steps to reduce its overhead expenses, including implementing workforce reductions in May 2023. The Company believes it has sufficient cash on hand, positive working capital, and availability to access additional cash under its 2021 Revolving Credit Facility to meet its business operating requirements, its capital expenditures and to continue to comply with its debt covenants for at least the next twelve months as of the filing date of this Quarterly Report on Form 10-Q.

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 impacting its carrier partners, 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 quarterly financial statements. These assumptions and estimates may continue to 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 be able to remain in compliance with its financial covenants under the 2021 Credit Facilities, in which event the Company may need to take additional actions to reduce operating costs, including discretionary employee bonuses and other discretionary spending, renegotiate amendments to or obtain waivers of the terms of such credit facilities, refinance its debt, or raise additional capital. There can be no assurance that the Company would be able to raise additional capital or obtain any such amendments, refinancing or waivers on terms acceptable to the Company or at all. The consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

New Accounting Pronouncements

Recently adopted accounting pronouncements

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from contracts with customers. The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The guidance in ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted and will be applied prospectively to business combinations occurring on or after the effective date of the amendment. The Company adopted the ASU on January 1, 2023 and the adoption did not have any impact on the Company's consolidated financial statements.

Recently issued not yet adopted accounting pronouncements

In March 2020 and January 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU 2021-1, Reference Rate Reform (Topic 848): Scope, respectively. ASU 2020-4 and ASU 2021-1 provide optional expedients and exceptions for applying U.S. GAAP, to contracts, and other transactions that reference the London Interbank Offered Rate ("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.

Disaggregation of Revenue

3 Months Ended

Mar. 31, 2023

Disaggregation of Revenue [Abstract]

Disaggregation of Revenue

Disaggregation of revenue

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


	Three months ended March 31,
(in thousands)	2023		2022
Revenue
Open marketplace transactions	$	107,659	$	138,096
Private marketplace transactions	3,971		4,503
Total	$	111,630	$	142,599

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


	Three months ended March 31,
(in thousands)	2023		2022
Revenue
Property & casualty insurance	$	55,107	$	87,454
Health insurance	45,603		42,109
Life insurance	7,091		7,067
Other	3,829		5,969
Total	$	111,630	$	142,599

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

+ Details

Business Combinations

3 Months Ended

Mar. 31, 2023

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

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

Transaction-related costs incurred by the Company were $0.4 million for the three months ended March 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 was 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 following pro forma financial information summarizes the combined results of operations for the Company and CHT, as though the companies were combined as of the beginning of the Company’s fiscal 2021. The unaudited pro forma financial information was as follows:


	Three months ended March 31,
(in thousands)	2022
Total revenues	$	148,869
Pretax (loss)	$	(7,208)

The pro forma financial information 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

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and intangible assets

Goodwill and intangible assets consisted of:


	As of
		March 31, 2023						December 31, 2022
(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	$	(19,352)	$	24,148	$	43,500	$	(17,820)	$	25,680
Non-compete agreements	60	303		(303)		—		303		(303)		—
Trademarks, trade names, and domain names	60 - 120	8,884		(1,829)		7,055		8,884		(1,632)		7,252
Intangible assets		$	52,687	$	(21,484)	$	31,203	$	52,687	$	(19,755)	$	32,932
Goodwill	Indefinite	$	47,739	$	—	$	47,739	$	47,739	$	—	$	47,739

Amortization expense related to intangible assets amounted to $1.7 million and $0.7 million for the three months ended March 31, 2023 and 2022, respectively.

During the three months ended March 31, 2023, the Company assessed the indicators of goodwill impairment and determined a triggering event had occurred. In late March 2023, a major P&C insurance carrier significantly reduced its customer acquisition spending with the Company, resulting in a material decline in forecasted revenue and profitability for the year ending December 31, 2023. This decline in forecasts was identified as a triggering event. The Company operates in one reporting unit and therefore goodwill is tested at the entity level. The fair value of the entity, which was determined based on market capitalization as of March 31, 2023, significantly exceeded its carrying value, and so goodwill was determined not to be impaired. The Company has no accumulated impairment of goodwill.

In connection with identifying a triggering event for goodwill impairment, the Company also identified an indicator of impairment associated with its long-lived assets and finite lived intangible assets based on its qualitative assessment, which required the Company to complete an interim quantitative assessment. The Company performed an undiscounted cash flow test and determined that the fair value of the asset group significantly exceeded the carrying value as of March 31, 2023 and so its long-lived assets and finite lived intangibles assets were not impaired.

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


	As of
	March 31, 2023				December 31, 2022
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance at January 1,	$	47,739	$	32,932	$	18,402	$	12,567
Additions to goodwill and intangible assets	—		—		29,337		26,120
Amortization	—		(1,729)		—		(5,755)
Ending balance	$	47,739	$	31,203	$	47,739	$	32,932

As of March 31, 2023, 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–Remaining Period	$	5,187
2024	6,428
2025	5,759
2026	5,143
2027	4,106
Thereafter	4,580
	$	31,203

Long-term debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Long-term debt

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

Long-term debt consisted of the following:


	As of
(in thousands)	March 31, 2023		December 31, 2022
2021 Term Loan Facility	$	178,125	$	180,500

2021 Revolving Credit Facility	5,000		5,000
Debt issuance costs	(2,248)		(2,430)
Total debt	$	180,877	$	183,070
Less: current portion, net of debt issuance costs of $723 and $730, respectively	(8,777)		(8,770)
Total long-term debt	$	172,100	$	174,300

Loans under the 2021 Credit Facilities will mature on July 29, 2026. Loans under the 2021 Term Loan Facility amortize quarterly, beginning on the first business day after December 31, 2021 and ending with June 30, 2026, by an amount equal to 1.25% of the aggregate outstanding principal amount of the term loans initially made and will mature on July 29, 2026. Accordingly, the amount of mandatory quarterly principal payable amount under the 2021 Term Loan within the next twelve months has been classified within the current portion of long-term debt and the remaining balance as long-term debt, net of current portion on the consolidated balance sheets. The 2021 Revolving Credit Facility does not amortize and will mature on July 29, 2026 and has been classified as non-current within long-term debt, net of current portion on the consolidated balance sheet.

The Company incurred interest expense on the 2021 Term Loan Facility of $3.4 million and $1.4 million for the three months ended March 31, 2023 and 2022, respectively. The Company incurred interest expense on the 2021 Revolving Credit Facility of $0.1 million for the three months ended March 31, 2023. Interest expense included amortization of debt issuance costs on the 2021 Credit Facility of $0.2 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively. Accrued interest was $3.4 million as of March 31, 2023 and $3.0 million as of December 31, 2022, and is included within accrued expenses on the consolidated balance sheets.

The expected future principal payments for all borrowings as of March 31, 2023 was as follows:


(in thousands)	Contractual maturity

2023–Remaining Period	$	7,125
2024	9,500
2025	9,500
2026	157,000

Debt and issuance costs	183,125
Unamortized debt issuance costs	(2,248)
Total debt	$	180,877

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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+ Details

Commitments and contingencies	3 Months Ended
Commitments and contingencies	Mar. 31, 2023
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 March 31, 2023 and December 31, 2022, 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 is cooperating fully with the FTC. During the three months ended March 31, 2023, the Company incurred legal fees of $0.3 million in connection with the demand, which are included within general and administrative expenses on the consolidated statement of operations. 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.

Equity-based compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Equity-based compensation

Equity-based compensationThe Company’s equity-based compensation plans are fully described in Part II, Item 8 "Financial Statements and Supplementary Data—Note 10 to the Consolidated Financial Statements—Equity-based compensation plans" in the 2022 Annual Report on Form 10-K.

Equity-based compensation cost recognized for equity based awards outstanding during the three months ended March 31, 2023 and 2022 was as follows:


	Three months ended March 31,
(in thousands)	2023		2022

QLH restricted Class B-1 units	45		85
Restricted Class A shares	202		348
Restricted stock units	14,057		13,340
Performance-based restricted stock units	37		—
Total equity-based compensation	$	14,341	$	13,773

Equity-based compensation cost was allocated to the following expense categories in the consolidated statements of operations during the three months ended March 31, 2023 and 2022:


	Three months ended March 31,
(in thousands)	2023		2022
Cost of revenue	$	966	$	398
Sales and marketing	2,381		2,705
Product development	2,172		2,249
General and administrative	8,822		8,421
Total equity-based compensation	$	14,341	$	13,773

As of March 31, 2023, total unrecognized compensation cost related to unvested QLH restricted Class B-1 units, restricted Class A shares, restricted stock units, and PRSUs was $0.1 million, $0.7 million, $93.5 million, and $0.8 million, respectively, which are expected to be recognized over weighted-average periods of 0.91 years, 1.08 years, 2.57 years, and 0.96 years, respectively.

Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

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

Contingent consideration

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


	Three months ended March 31,
(in thousands)	2023		2022
Beginning fair value	$	—	$	—
Additions in the period	—		—
Change in fair value
(Gain) included in General and administrative expenses	—		—
Ending fair value	$	—	$	—
Change in unrealized (gain) related to instrument still held at end of period	$	—	$	—

Contingent consideration relates to the estimated amount of additional cash consideration to be paid in connection with the Company's acquisition of CHT. CHT was unable to meet its target for the first twelve-month period and the Company did not pay any consideration related to that period. As of March 31, 2023 the range of the undiscounted amounts the Company could pay under the agreement could be from zero to $15.0 million. The fair value of the contingent consideration was remeasured as of March 31, 2023, and was determined to be zero based on CHT's projected revenue and gross margin for the applicable periods, and the resulting projected achievement levels of the financial targets. 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 70.0%, respectively, for the gross profit target. A change in any of these unobservable inputs can significantly change the fair value of the contingent consideration.

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

Long-Term Debt

As of March 31, 2023, 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 6.40% 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.

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 March 31, 2023, the Company determined an impairment indicator exists as the investee had a default in interest payment on its long-term debt in addition to continued deterioration in the earnings performance and negative cash flows from operations. The Company determined that the fair value of the investment as of March 31, 2023 was zero and recognized an impairment loss of $1.4 million within other expenses (income), net in the consolidated statements of operations. The accumulated impairment of this cost method investment as of March 31, 2023 and December 31, 2022, was $10.0 million and $8.6 million, respectively. The carrying value of the Company’s cost method investment, which is included in other assets in the consolidated balance sheets, was zero and $1.4 million as of March 31, 2023 and December 31, 2022, respectively.

The Company used a market approach to estimate the fair value of equity and allocated the overall equity value to estimate the fair value of the common stock based on the liquidation preference and is classified within Level 3 of the fair value hierarchy. A change in any of the 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% - 70.0%

- 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

Income taxes

3 Months Ended

Mar. 31, 2023

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 Company estimates the annual effective tax rate for the full year to be applied to actual year-to-date income (loss) and adds the tax effects of any discrete items in the reporting period in which they occur. The Company’s effective income tax rate was (0.5)% for the three months ended March 31, 2023. The Company’s effective income tax rate was (13.1)% for the three months ended March 31, 2022.

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


	Three months ended March 31,
(in thousands, except percentages)	2023			2022
(Loss) before income taxes	$	(14,506)		$	(8,705)
Income tax expense	$	78		$	1,143
Effective Tax Rate	(0.5)		%	(13.1)		%

The Company's effective tax rate of (0.5)% for the three months ended March 31, 2023 differed from the U.S. federal statutory rate of 21%, due primarily to the tax impacts of recording a valuation allowance against current year losses, nondeductible equity-based compensation, losses associated with non-controlling interests not taxable to the Company, state taxes, and other nondeductible permanent items.

There were no material changes to the Company’s unrecognized tax benefits during the three months ended March 31, 2023. Subsequent to March 31, 2023, the Company received notification from the Internal Revenue Service that QLH's tax return for FY 2020 has been selected for audit. The Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year.

During the three months ended March 31, 2023, holders of Class B-1 units exchanged 10,000 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 did not establish any additional liabilities related to the TRA, which are presented within additional-paid-in-capital in its consolidated statements of 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, but during the three months ended March 31, 2023, the Company did not recognize any additional deferred tax assets as the Company recognized a full valuation allowance on its deferred tax assets.

As of March 31, 2023 and December 31, 2022, the Company had a valuation allowance of $90.3 million and $91.8 million, respectively, 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/or 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.

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.

As of March 31, 2023 and 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 to zero in the consolidated balance sheets. 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 of approximately $87 million in the consolidated balance sheet.

As of March 31, 2023 and December 31, 2022, the Company recorded zero and $2.8 million, respectively, as current portion of payments due under the TRA within accrued expenses in the consolidated balance sheets. Payments of $2.8 million and $0.2 million were made pursuant to the TRA during the three months ended March 31, 2023 and March 31, 2022, respectively.

- 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
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Earning (Loss) Per Share

Earnings (Loss) Per Share


	Three months ended March 31,
(in thousands except share data and per share amount)	2023		2022
Basic
Net (loss)	$	(14,584)	$	(9,848)
Less: net (loss) attributable to non-controlling interest	(4,318)		(2,772)
Net (loss) available for basic common shares	$	(10,266)	$	(7,076)
Weighted-average shares of Class A common stock outstanding - basic and diluted	43,870,005		40,847,941
(Loss) per share of Class A common stock - basic and diluted	$	(0.23)	$	(0.17)

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
	March 31, 2023	March 31, 2022
QLH Class B-1 Units	18,921,446	19,597,671
Restricted Class A Shares	109,328	416,725
Restricted stock units	6,354,505	6,659,182

Potential dilutive shares	25,385,279	26,673,578

The outstanding PRSUs were not included in the potentially dilutive securities as of March 31, 2023 as the performance conditions have not been met.

Non-Controlling Interest	3 Months Ended
Non-Controlling Interest	Mar. 31, 2023
Noncontrolling Interest [Abstract]
Non-Controlling Interest	Non-Controlling Interest Pursuant to QLH’s limited liability company agreement, QLH has two classes of equity securities, Class A-1 units, which have all voting rights in QLH, and Class B-1 units, which have no voting or control rights. The Company allocates a share of net income (loss) to the holders of non-controlling interests pro-rata to their ownership interest in QLH at a point in time. The non-controlling interests balance represents the Class B-1 units, substantially all of which are held by Insignia and the Senior Executives. During the three months ended March 31, 2023, the holders of the non-controlling interests exchanged 10,000 Class B-1 units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis. As of March 31, 2023, the holders of the non-controlling interests owned 29.9% of the total equity interests in QLH, with the remaining 70.1% owned by MediaAlpha, Inc. 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.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn May 1, 2023, MediaAlpha committed to a plan to reduce its workforce (the “Plan”) by 25 employees, or 16%, to reduce its cost structure in response to a significant pull back in marketing investment by one of the Company's major insurance carrier partners. The Company expects such actions to be substantially completed in May 2023. The Company expects to incur charges associated with the Plan during the quarter ending June 30, 2023 of approximately $1.6 million, consisting primarily of one-time termination benefits provided to the terminated employees. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with the reduction.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of presentation

Accounts receivable

Accounts receivable are net of allowances for credit losses of $0.3 million and $0.6 million as of March 31, 2023 and December 31, 2022, respectively.

Concentrations of credit risk and of significant customers and suppliers

Customer and supplier concentrations consisted of the below:


	Three months ended March 31, 2023					Three months ended March 31, 2022
	Number of customers or suppliers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of customers or suppliers exceeding 10%	Aggregate Value (in millions)		% of Total
Revenue	1	$	17	15	%	1	$	19	13	%
Purchases	1	$	10	10	%	1	$	14	11	%


	As of March 31, 2023					As of December 31, 2022
	Number of customers or suppliers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of customers or suppliers exceeding 10%	Aggregate Value (in millions)		% of Total
Accounts receivable	1	$	6	15	%	—	$	—	—	%
Accounts payable	1	$	5	11	%	2	$	22	40	%

New accounting pronouncements

New Accounting Pronouncements

Recently adopted accounting pronouncements

Recently issued not yet adopted accounting pronouncements

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Customer and Supplier Concentration Risk

Customer and supplier concentrations consisted of the below:


	Three months ended March 31, 2023					Three months ended March 31, 2022
	Number of customers or suppliers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of customers or suppliers exceeding 10%	Aggregate Value (in millions)		% of Total
Revenue	1	$	17	15	%	1	$	19	13	%
Purchases	1	$	10	10	%	1	$	14	11	%


	As of March 31, 2023					As of December 31, 2022
	Number of customers or suppliers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of customers or suppliers exceeding 10%	Aggregate Value (in millions)		% of Total
Accounts receivable	1	$	6	15	%	—	$	—	—	%
Accounts payable	1	$	5	11	%	2	$	22	40	%

Disaggregation of Revenue (Tables)

3 Months Ended

Mar. 31, 2023

Disaggregation of Revenue [Abstract]

Summary of Disaggregation of Revenue

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


	Three months ended March 31,
(in thousands)	2023		2022
Revenue
Open marketplace transactions	$	107,659	$	138,096
Private marketplace transactions	3,971		4,503
Total	$	111,630	$	142,599

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


	Three months ended March 31,
(in thousands)	2023		2022
Revenue
Property & casualty insurance	$	55,107	$	87,454
Health insurance	45,603		42,109
Life insurance	7,091		7,067
Other	3,829		5,969
Total	$	111,630	$	142,599

Business Combinations (Tables)

3 Months Ended

Mar. 31, 2023

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 Revenue and Pretax Loss


	Three months ended March 31,
(in thousands)	2022
Total revenues	$	148,869
Pretax (loss)	$	(7,208)

Goodwill and intangible assets (Tables)

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill and Intangible Assets

Goodwill and intangible assets consisted of:


	As of
		March 31, 2023						December 31, 2022
(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	$	(19,352)	$	24,148	$	43,500	$	(17,820)	$	25,680
Non-compete agreements	60	303		(303)		—		303		(303)		—
Trademarks, trade names, and domain names	60 - 120	8,884		(1,829)		7,055		8,884		(1,632)		7,252
Intangible assets		$	52,687	$	(21,484)	$	31,203	$	52,687	$	(19,755)	$	32,932
Goodwill	Indefinite	$	47,739	$	—	$	47,739	$	47,739	$	—	$	47,739

Summary of Change in Goodwill and Intangible Assets

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


	As of
	March 31, 2023				December 31, 2022
(in thousands)	Goodwill		Intangible assets		Goodwill		Intangible assets
Beginning balance at January 1,	$	47,739	$	32,932	$	18,402	$	12,567
Additions to goodwill and intangible assets	—		—		29,337		26,120
Amortization	—		(1,729)		—		(5,755)
Ending balance	$	47,739	$	31,203	$	47,739	$	32,932

Summary of Future Amortization Expense on Identifiable Intangible Assets

As of March 31, 2023, 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–Remaining Period	$	5,187
2024	6,428
2025	5,759
2026	5,143
2027	4,106
Thereafter	4,580
	$	31,203

Long-term debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:


	As of
(in thousands)	March 31, 2023		December 31, 2022
2021 Term Loan Facility	$	178,125	$	180,500

2021 Revolving Credit Facility	5,000		5,000
Debt issuance costs	(2,248)		(2,430)
Total debt	$	180,877	$	183,070
Less: current portion, net of debt issuance costs of $723 and $730, respectively	(8,777)		(8,770)
Total long-term debt	$	172,100	$	174,300

Schedule of Expected Future Principal Payments for Borrowings

The expected future principal payments for all borrowings as of March 31, 2023 was as follows:


(in thousands)	Contractual maturity

2023–Remaining Period	$	7,125
2024	9,500
2025	9,500
2026	157,000

Debt and issuance costs	183,125
Unamortized debt issuance costs	(2,248)
Total debt	$	180,877

- Definition

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

+ References

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+ Details

Equity-based compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Equity-based Compensation Cost Recognized

Equity-based compensation cost recognized for equity based awards outstanding during the three months ended March 31, 2023 and 2022 was as follows:


	Three months ended March 31,
(in thousands)	2023		2022

QLH restricted Class B-1 units	45		85
Restricted Class A shares	202		348
Restricted stock units	14,057		13,340
Performance-based restricted stock units	37		—
Total equity-based compensation	$	14,341	$	13,773

Schedule of Equity-based Compensation Expense

Equity-based compensation cost was allocated to the following expense categories in the consolidated statements of operations during the three months ended March 31, 2023 and 2022:


	Three months ended March 31,
(in thousands)	2023		2022
Cost of revenue	$	966	$	398
Sales and marketing	2,381		2,705
Product development	2,172		2,249
General and administrative	8,822		8,421
Total equity-based compensation	$	14,341	$	13,773

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

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

The following table summarizes the changes in the contingent consideration:


	Three months ended March 31,
(in thousands)	2023		2022
Beginning fair value	$	—	$	—
Additions in the period	—		—
Change in fair value
(Gain) included in General and administrative expenses	—		—
Ending fair value	$	—	$	—
Change in unrealized (gain) related to instrument still held at end of period	$	—	$	—

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% - 70.0%

Income taxes (Tables)

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Summary of Our Income Tax Expense (Benefit)

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


	Three months ended March 31,
(in thousands, except percentages)	2023			2022
(Loss) before income taxes	$	(14,506)		$	(8,705)
Income tax expense	$	78		$	1,143
Effective Tax Rate	(0.5)		%	(13.1)		%

Earnings (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Summary of Calculation of Basic and Diluted Net Loss Per Share


	Three months ended March 31,
(in thousands except share data and per share amount)	2023		2022
Basic
Net (loss)	$	(14,584)	$	(9,848)
Less: net (loss) attributable to non-controlling interest	(4,318)		(2,772)
Net (loss) available for basic common shares	$	(10,266)	$	(7,076)
Weighted-average shares of Class A common stock outstanding - basic and diluted	43,870,005		40,847,941
(Loss) per share of Class A common stock - basic and diluted	$	(0.23)	$	(0.17)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	As of
	March 31, 2023	March 31, 2022
QLH Class B-1 Units	18,921,446	19,597,671
Restricted Class A Shares	109,328	416,725
Restricted stock units	6,354,505	6,659,182

Potential dilutive shares	25,385,279	26,673,578

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Significant Accounting Policies [Line Items]
Accounts receivable, allowance for credit losses	$ 325,000		$ 575,000
Paid to related party	100,000
Additional amount reimbursable to related party	0
Amount reimbursable to related party	200,000		$ 300,000
Revolving Credit Facility
Significant Accounting Policies [Line Items]
Outstanding amount drawn under revolving credit facility	183,100,000
Available credit under agreement	$ 45,000,000
Tax Receivables Agreement
Significant Accounting Policies [Line Items]
Related party transaction rate (as a percent)	85.00%
Paid to related party	$ 2,800,000	$ 200,000

Summary of significant accounting policies - Summary of Customer and Supplier Concentration Risk (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Significant Accounting Policies [Line Items]
Revenue	$ 111,630	$ 142,599
Purchases	93,262	120,881
Accounts receivable	43,126		$ 59,998
Accounts payable	46,313		$ 53,992
Top One Supplier \| Supplier Concentration Risk \| Purchases
Significant Accounting Policies [Line Items]
Purchases	$ 10,000	$ 14,000
Concentration risk percentage	10.00%	11.00%
Top One Supplier \| Supplier Concentration Risk \| Accounts Payable Benchmark
Significant Accounting Policies [Line Items]
Concentration risk percentage	11.00%
Accounts payable	$ 5,000
Top Two Suppliers \| Supplier Concentration Risk \| Accounts Payable Benchmark
Significant Accounting Policies [Line Items]
Concentration risk percentage			40.00%
Accounts payable			$ 22,000
Top One Customer \| Customer Concentration Risk \| Revenue from Contract with Customer Benchmark
Significant Accounting Policies [Line Items]
Revenue	$ 17,000	$ 19,000
Concentration risk percentage	15.00%	13.00%
Top One Customer \| Customer Concentration Risk \| Accounts Receivable
Significant Accounting Policies [Line Items]
Concentration risk percentage	15.00%
Accounts receivable	$ 6,000

Disaggregation of Revenue - Summary of Disaggregation of Revenue by Transaction Model (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 111,630	$ 142,599
Open marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	107,659	138,096
Private marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	$ 3,971	$ 4,503

- Definition

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

+ References

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

Disaggregation of Revenue - Summary of Disaggregation of Revenue by Product Vertical (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 111,630	$ 142,599
Property & casualty insurance
Disaggregation of Revenue [Line Items]
Revenue	55,107	87,454
Health insurance
Disaggregation of Revenue [Line Items]
Revenue	45,603	42,109
Life insurance
Disaggregation of Revenue [Line Items]
Revenue	7,091	7,067
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 3,829	$ 5,969

- 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) - Customer Helper Team, LLC		3 Months Ended
	Feb. 24, 2022 USD ($) period	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
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			$ 400,000
Expected goodwill deductible for tax purposes		$ 22,700,000
Minimum
Business Acquisition, Contingent Consideration [Line Items]
Contingent payments	$ 0	0
Maximum
Business Acquisition, Contingent Consideration [Line Items]
Contingent payments	$ 20,000,000	$ 15,000,000

Business Combinations - Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Feb. 24, 2022	Dec. 31, 2021
Business Acquisition, Contingent Consideration [Line Items]
Goodwill	$ 47,739	$ 47,739		$ 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 Revenue and Pretax Loss (Details) - Customer Helper Team, LLC $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Total revenues	$ 148,869
Pretax (loss)	$ (7,208)

Goodwill and intangible assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	$ 52,687	$ 52,687
Accumulated amortization	(21,484)	(19,755)
Net carrying amount	31,203	32,932	$ 12,567
Goodwill	47,739	47,739	$ 18,402
Customer relationships
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	43,500	43,500
Accumulated amortization	(19,352)	(17,820)
Net carrying amount	$ 24,148	25,680
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)	(303)
Net carrying amount	0	0
Trademarks, trade names, and domain names
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	8,884	8,884
Accumulated amortization	(1,829)	(1,632)
Net carrying amount	$ 7,055	$ 7,252
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)	3 Months Ended		12 Months Ended
Goodwill and intangible assets - Narrative (Details)	Mar. 31, 2023 USD ($) reporting_unit	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 1,729,000	$ 683,000	$ 5,755,000
Number of reporting units \| reporting_unit	1
Accumulated impairment of goodwill	$ 0
Goodwill impairment	0
Impairment of finite lived intangible assets	0
Long-lived asset impairment	$ 0

Goodwill and intangible assets - Summary of Change in Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Goodwill
Beginning balance at January 1,	$ 47,739	$ 18,402	$ 18,402
Additions to goodwill	0		29,337
Ending balance	47,739		47,739
Intangible assets
Beginning balance at January 1,	32,932	12,567	12,567
Additions to intangible assets	0		26,120
Amortization	(1,729)	$ (683)	(5,755)
Ending balance	$ 31,203		$ 32,932

- Definition

+ References + Details

Goodwill and intangible assets - Summary of Future Amortization Expense on Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023 - Remaining Period	$ 5,187
2024	6,428
2025	5,759
2026	5,143
2027	4,106
Thereafter	4,580
Net carrying amount	$ 31,203	$ 32,932	$ 12,567

Long-term debt - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Jul. 29, 2021
Debt Instrument [Line Items]
Existing term loans outstanding	$ 180,877		$ 183,070
Interest expense	3,400	$ 1,400
Amortization of deferred debt issuance costs	199	$ 209
Accrued interest	3,400		$ 3,000
Revolving Credit Facility
Debt Instrument [Line Items]
Interest expense	$ 100
2021 Credit Facilities
Debt Instrument [Line Items]
Quarterly amortization rate				1.25%
2021 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Aggregate principal amount				$ 190,000
2021 Credit Facilities \| Revolving Credit Facility \| Line of credit
Debt Instrument [Line Items]
Revolving line of credit				50,000
2020 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Existing term loans outstanding				$ 186,400

Long-term debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Debt issuance costs	$ (2,248)	$ (2,430)
Total debt	180,877	183,070
Current portion of long-term debt	(8,777)	(8,770)
Total long-term debt	172,100	174,300
Debt issuance costs	723	730
Revolving Credit Facility
Debt Instrument [Line Items]
Outstanding amount drawn under revolving credit facility	183,100
Term loan \| 2021 Credit Facilities
Debt Instrument [Line Items]
2021 Term Loan Facility	178,125	180,500
Line of credit \| 2021 Credit Facilities \| Revolving Credit Facility
Debt Instrument [Line Items]
Outstanding amount drawn under revolving credit facility	$ 5,000	$ 5,000

Long-term debt - Schedule of Expected Future Principal Payments for Borrowings (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Long-term Debt, Fiscal Year Maturity [Abstract]
2023–Remaining Period	$ 7,125
2024	9,500
2025	9,500
2026	157,000
Debt and issuance costs	183,125
Unamortized debt issuance costs	(2,248)	$ (2,430)
Total debt	$ 180,877	$ 183,070

- 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 ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Litigation And Other Matters [Line Items]
Contingency reserves for litigation liabilities	$ 0	$ 0
FTC Act, Telemarketing Sales Rule
Litigation And Other Matters [Line Items]
Legal fees incurred	$ 300,000

Equity-based compensation - Narrative (Details)	3 Months Ended
Equity-based compensation - Narrative (Details)	Mar. 31, 2023 USD ($)
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	10 months 28 days
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 700,000
Weighted average period of recognition	1 year 29 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 93,500,000
Weighted average period of recognition	2 years 6 months 25 days
Performance restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 800,000
Weighted average period of recognition	11 months 15 days

Equity-based compensation - Summary of Equity-based Compensation Cost Recognized (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 14,341	$ 13,773
QLH restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	45	85
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	202	348
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	14,057	13,340
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 37	$ 0

Equity-based compensation - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 14,341	$ 13,773
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	966	398
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	2,381	2,705
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	2,172	2,249
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation	$ 8,822	$ 8,421

Fair Value Measurements - Schedule of Fair Value of the Company's Contingent Consideration Obligations (Details) - Contingent consideration - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning fair value	$ 0	$ 0
Additions in the period	0	0
Change in fair value	0	0
Ending fair value	$ 0	$ 0

Fair Value Measurements - Narrative (Details)		3 Months Ended
Fair Value Measurements - Narrative (Details)	Feb. 24, 2022 USD ($) period	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Equity securities without readily determinable fair value		$ 0		$ 1,400,000
Impairment of cost method investment		1,406,000	$ 0
Accumulated impairment of cost-method investment		10,000,000		$ 8,600,000
QuoteLab, LLC
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration		$ 0
Fair Value, Inputs, Level 3 \| Risk-adjusted discount rate \| Valuation Technique, Discounted Cash Flow
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Long-term debt, measurement input		0.0640
Customer Helper Team, LLC
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Asset acquisition, contingent consideration, number of periods \| period	2
Contingent consideration period (in years)	12 months
Customer Helper Team, LLC \| Minimum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent payments	$ 0	$ 0
Customer Helper Team, LLC \| Maximum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent payments	$ 20,000,000	$ 15,000,000

Fair Value Measurements - Measurement Inputs and Valuation Techniques (Details) - Fair Value, Inputs, Level 3 - Valuation Technique, Monte Carlo	Mar. 31, 2023
Risk-adjusted discount rate \| Minimum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-adjusted target rates	0.050
Risk-adjusted discount rate \| Maximum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-adjusted target rates	0.190
Volatility \| Minimum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-adjusted target rates	0.025
Volatility \| Maximum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-adjusted target rates	0.700

Income taxes - Narrative (Details)	3 Months Ended
Income taxes - Narrative (Details)	Mar. 31, 2023 USD ($) shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Income Tax Disclosure [Line Items]
Effective income tax rate	(0.50%)	(13.10%)
Statutory federal tax rate	21.00%
Conversion of stock (in shares) \| shares	10,000
Stockholder's equity, exchange ratio	1
Deferred tax assets, valuation allowance	$ 90,300,000		$ 91,800,000
Liability on tax receivable agreement	0
Unrecognized liability on tax receivable agreement	87,000,000
Amount paid to related party	100,000
Tax Receivables Agreement
Income Tax Disclosure [Line Items]
Liabilities under tax receivables agreement, net of current portion	0		$ 2,800,000
Amount paid to related party	$ 2,800,000	$ 200,000
Tax Receivables Agreement \| White Mountains Of Intermediate Holdco
Income Tax Disclosure [Line Items]
Percentage of cash savings required to pay	85.00%
Percentage of expected benefit from remaining cash savings	15.00%
Tax Receivables Agreement \| Insignia And Senior Executives
Income Tax Disclosure [Line Items]
Percentage of cash savings required to pay	85.00%

Income taxes - Summary of Our Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
(Loss) before income taxes	$ (14,506)	$ (8,705)
Income tax expense	$ 78	$ 1,143
Effective Tax Rate	(0.50%)	(13.10%)

- Definition

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

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+ Details

- Definition

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

+ References + Details

Earnings (Loss) Per Share - Summary of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Basic
Net (loss)	$ (14,584)	$ (9,848)
Net (loss) attributable to non-controlling interest	(4,318)	(2,772)
Net (loss) available for basic common shares	$ (10,266)	$ (7,076)
Weighted-average shares of Class A common stock outstanding - Basic (in shares)	43,870,005	40,847,941
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)	43,870,005	40,847,941
(Loss) earnings per share of Class A common stock - Basic (in dollars per share)	$ (0.23)	$ (0.17)
(Loss) earnings per share of Class A common stock - Diluted (in dollars per share)	$ (0.23)	$ (0.17)
Class A Common
Basic
Weighted-average shares of Class A common stock outstanding - Basic (in shares)	43,870,005	40,847,941
Weighted-average shares of Class A common stock outstanding - Diluted (in shares)		40,847,941
(Loss) earnings per share of Class A common stock - Basic (in dollars per share)	$ (0.23)	$ (0.17)
(Loss) earnings per share of Class A common stock - Diluted (in dollars per share)	$ (0.23)	$ (0.17)

- Definition

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

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

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

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

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Earnings (Loss) Per Share- Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	25,385,279	26,673,578
QLH Class B-1 Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	18,921,446	19,597,671
Restricted Class A shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	109,328	416,725
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares (in shares)	6,354,505	6,659,182

Non-Controlling Interest - Narrative (Details)	3 Months Ended
Non-Controlling Interest - Narrative (Details)	Mar. 31, 2023 shares	Dec. 31, 2022
Noncontrolling Interest [Line Items]
Conversion of stock (in shares)	10,000
Stockholder's equity, exchange ratio	1
QLH
Noncontrolling Interest [Line Items]
Non-controlling interests owned	70.10%	69.80%
QLH \| QLH Class B-1 Unitholders
Noncontrolling Interest [Line Items]
Ownership interest owned	29.90%	30.20%

Subsequent Events (Details) - Subsequent Event - 2023 Workforce Reduction Plan $ in Millions		3 Months Ended
	May 01, 2023 employee	Jun. 30, 2023 USD ($)
Subsequent Event [Line Items]
Positions eliminated, number of positions \| employee	25
Positions eliminated, percent	16.00%
Forecast
Subsequent Event [Line Items]
Restructuring charges \| $		$ 1.6