0001818383-24-000011 | 10-K | XBRL Viewer

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Income Taxes - Summary of Reconciliation of Statutory Income Tax Rate to Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal tax rate	21.00%	21.00%	21.00%
Loss / Income attributable to non-controlling interests and nontaxable income	(6.00%)	11.30%	(1.30%)
State income taxes, net of federal benefit	0.80%	0.50%	(9.30%)
Transaction costs	0.00%	0.00%	(5.80%)
Officers' compensation	(3.70%)	8.40%	(32.00%)
Indemnification asset release	(0.20%)	0.00%	(7.50%)
Return-to-Provision	(0.60%)	(1.40%)	26.00%
Interest and penalties	0.00%	(0.30%)	(1.60%)
Equity-based compensation	(9.30%)	18.50%	29.70%
Change in uncertain tax positions	0.60%	2.10%	7.20%
Deferred tax adjustments	0.00%	0.00%	9.20%
Change in valuation allowance	(1.70%)	277.60%	(23.90%)
Other	(0.10%)	0.10%	(0.70%)
Effective income tax rate	0.80%	337.80%	11.00%

Goodwill and intangible assets - Summary of Future Amortization Expense on Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 6,428
2025	5,759
2026	5,143
2027	4,106
2028	2,298
Thereafter	2,281
Net carrying amount	$ 26,015	$ 32,932	$ 12,567

Business combinations

12 Months Ended

Dec. 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 ("CHT"). CHT is a provider of customer generation and acquisition services primarily for Medicare insurance, health insurance, and life insurance 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 for the Company to 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 had 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. CHT was unable to meet its target for the first twelve-month period and is not expected to meet the target for the second twelve-month period as well, and accordingly, the Company does not expect to pay any contingent consideration for either 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 consolidated statements 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 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, which was 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.

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 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, which 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.

Business combinations - Summary of Pro Forma Financial Information (Details) - Customer Helper Team, LLC - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition, Contingent Consideration [Line Items]
Total revenues	$ 465,342	$ 675,485
Total revenues	$ 32,075	$ (7,336)

Goodwill and intangible assets - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 6,917	$ 5,755	$ 2,984
Accumulated impairment of goodwill	$ 0

Leases - Summary of Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 996
2025	973
2026	713
2027	26
Total Lease Payments	2,708
Less Imputed Interest	(154)
Total Lease Liabilities	$ 2,554

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (40,420)	$ (57,666)	$ (5,275)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Equity-based compensation plans - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 53,321	$ 58,472	$ 45,713
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	3,875	3,634	1,665
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	8,654	10,445	7,724
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	7,719	9,536	6,440
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 33,073	$ 34,857	$ 29,884

- Definition

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-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Leases - Cash Flow Information, Remaining Lease Term and Discount Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Cash paid for operating lease liabilities	$ 918	$ 920	$ 672
Right-of-use assets obtained in exchange of lease obligations	$ 133	$ 0	$ 4,108
Weighted-average remaining lease term	2 years 8 months 15 days	3 years 8 months 26 days
Weighted-average discount rate	4.45%	4.36%

Long-term debt - Narrative (Details) $ in Thousands			12 Months Ended
Long-term debt - Narrative (Details) $ in Thousands	Jun. 08, 2023	Jul. 29, 2021 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Total debt			$ 174,299	$ 183,070
Unamortized deferred debt issuance costs			1,700	2,400
Interest expense			14,600	8,500	$ 7,700
Amortization of deferred debt issuance costs			793	832	1,182
Accrued interest			3,700	3,000
Revolving Credit Facility
Debt Instrument [Line Items]
Interest expense			700	$ 700	$ 100
Amount available under credit agreement			$ 45,000
Commitment fee, percentage			0.50%
Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Commitment fee, percentage			0.25%
Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Commitment fee, percentage			0.50%
2020 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Total debt		$ 186,400
2021 Credit Facilities
Debt Instrument [Line Items]
Minimum fixed charge coverage ratio		1.15
Maximum net leverage ratio		4.0
Quarterly amortization rate		1.25%
Mandatory prepayment			$ 3,000
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%	1.00%
2021 Credit Facilities \| Base Rate \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.75%	1.75%
2021 Credit Facilities \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Variable rate floor	0.0010
Variable rate floor	0.0000
2021 Credit Facilities \| Secured Overnight Financing Rate (SOFR) \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.00%
2021 Credit Facilities \| Secured Overnight Financing Rate (SOFR) \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.75%
2021 Credit Facilities \| Term loan
Debt Instrument [Line Items]
Aggregate principal amount		$ 190,000
Quarterly amortization rate			8.20%
Unamortized deferred debt issuance costs		600
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

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Boston, Massachusetts

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, 2023	Dec. 31, 2022	Dec. 31, 2021
Number of Units
Number of units, unvested and outstanding beginning balance (in shares)	42,170	253,398	524,684
Number of units, granted (in shares)	0	0	0
Number of units, vested (in shares)	(39,705)	(117,750)	(207,211)
Number of units, forfeited (in shares)	0	(93,478)	(64,075)
Number of units, settled or canceled (in shares)	0	0	0
Number of units, unvested and outstanding ending balance (in shares)	2,465	42,170	253,398
Weighted - average grant-date fair value
Weighted-average grant-date fair value, unvested and outstanding beginning balance (in dollars per share)	$ 2.74	$ 2.53	$ 2.90
Weighted-average grant-date fair value, granted (in dollars per share)	0	0	0
Weighted-average grant-date fair value, vested (in dollars per share)	2.46	2.41	2.69
Weighted-average grant-date fair value, forfeited (in dollars per share)	0	2.59	5.03
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)	$ 7.18	$ 2.74	$ 2.53

Summary of significant accounting policies - Summary of Customer and Supplier Concentration Risk (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies [Line Items]
Revenue	$ 388,149	$ 459,072	$ 645,274
Accounts receivable	53,773	59,998
Cost of revenue	321,437	389,013	$ 543,750
Accounts payable	$ 56,279	$ 53,992
Top One Supplier \| Supplier Concentration Risk \| Purchases
Significant Accounting Policies [Line Items]
Concentration risk percentage	13.00%	11.00%
Cost of revenue	$ 41,000	$ 46,000
Top One Supplier \| Supplier Concentration Risk \| Accounts Payable Benchmark
Significant Accounting Policies [Line Items]
Concentration risk percentage	21.00%
Accounts payable	$ 12,000
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]
Concentration risk percentage		10.00%
Revenue		$ 48,000
Top One Customer \| Customer Concentration Risk \| Accounts Receivable
Significant Accounting Policies [Line Items]
Concentration risk percentage	14.00%
Accounts receivable	$ 7,000

Long-term debt - Schedule of Expected Future Principal Payments for Borrowings (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2024	$ 12,547
2025	9,500
2026	153,953
Debt and issuance costs	176,000
Unamortized debt issuance costs	(1,701)	$ (2,430)
Total debt	$ 174,299	$ 183,070

- Definition

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

+ References + Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

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)	2023		2022		2021
United States	$	(57,010)	$	30,519	$	(9,523)
Foreign	(8)		(60)		1
Total	$	(57,018)	$	30,459	$	(9,522)

Summary of Components of Income Tax Expense

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
Current income tax expense (benefit)
Federal	$	—	$	—	$	(382)
State	(466)		237		(1,836)
Foreign	3		12		(42)
	$	(463)	$	249	$	(2,260)
Deferred income tax expense (benefit)
Federal	$	—	$	86,971	$	1,503
State	—		15,685		(290)
Foreign	—		—		—
	$	—	$	102,656	$	1,213
Income tax expense (benefit)	$	(463)	$	102,905	$	(1,047)

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 was as follows for the years indicated:


	Year Ended December 31,
	2023		2022		2021
Statutory federal tax rate	21.0	%	21.0	%	21.0	%
Loss / Income attributable to non-controlling interests and nontaxable income	(6.0)	%	11.3	%	(1.3)	%
State income taxes, net of federal benefit	0.8	%	0.5	%	(9.3)	%
Transaction costs	—	%	—	%	(5.8)	%
Officers' compensation	(3.7)	%	8.4	%	(32.0)	%
Indemnification asset release	(0.2)	%	—	%	(7.5)	%
Return-to-Provision	(0.6)	%	(1.4)	%	26.0	%
Interest and penalties	—	%	(0.3)	%	(1.6)	%
Equity-based compensation	(9.3)	%	18.5	%	29.7	%
Change in uncertain tax positions	0.6	%	2.1	%	7.2	%
Deferred tax adjustments	—	%	—	%	9.2	%
Change in valuation allowance	(1.7)	%	277.6	%	(23.9)	%
Other	(0.1)	%	0.1	%	(0.7)	%
Effective income tax rate	0.8	%	337.8	%	11.0	%

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)	2023		2022
Deferred tax assets:
Investment in partnership	$	74,505	$	78,646
Net operating loss carryforwards and tax credits	15,101		9,260
Tax receivables agreement	—		683
Other	5,462		3,207
Total	$	95,068	$	91,796
Valuation allowance	(95,068)		(91,796)
Total deferred tax assets	$	—	$	—
Deferred tax liabilities:
Total deferred tax liabilities	$	—	$	—
Deferred tax assets	$	—	$	—

Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
Beginning balance	$	1,710	$	1,120	$	1,587
Increase related to Reorganization Transactions	—		—		—
Increase related to current year tax positions	224		234		—
Increase related to prior periods tax positions	—		356		509
Decrease related to lapse in applicable statute of limitations	(565)		—		(976)
Ending balance	$	1,369	$	1,710	$	1,120

Goodwill and intangible assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill And Intangible Assets [Line Items]
Gross carrying amount	$ 52,687	$ 52,687
Accumulated amortization	(26,672)	(19,755)
Net carrying amount	26,015	32,932	$ 12,567
Goodwill	$ 47,739	47,739	$ 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	43,500
Accumulated amortization	(23,947)	(17,820)
Net carrying amount	$ 19,553	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	(2,422)	(1,632)
Net carrying amount	$ 6,462	$ 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

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from operating activities
Net (loss)	$ (56,555)	$ (72,446)	$ (8,475)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Equity-based compensation expense	53,321	58,472	45,713
Non-cash lease expense	695	753	594
Depreciation expense on property and equipment	353	392	369
Amortization of intangible assets	6,917	5,755	2,984
Amortization of deferred debt issuance costs	793	832	1,182
Change in fair value of contingent consideration	0	(7,007)	0
Impairment of cost method investment	1,406	8,594	0
Credit losses	5	136	143
Deferred taxes	0	102,656	919
Tax receivables agreement liability related adjustments	6	(83,832)	911
Changes in operating assets and liabilities:
Accounts receivable	6,220	17,335	20,058
Prepaid expenses and other current assets	2,287	4,507	(2,703)
Other assets	500	417	500
Accounts payable	2,287	(7,796)	(36,476)
Accrued expenses	1,996	(494)	2,902
Net cash provided by operating activities	20,231	28,274	28,621
Cash flows from investing activities
Purchases of property and equipment	(73)	(98)	(650)
Cash consideration paid in connection with CHT acquisition	0	(49,677)	0
Net cash (used in) investing activities	(73)	(49,775)	(650)
Cash flows from financing activities
Issuance of long-term debt	0	0	190,000
Revolving line of credit	0	25,000	0
Repayments on revolving line of credit	0	(20,000)	0
Repayments on long-term debt	(9,500)	(9,500)	(186,375)
Debt issuance costs	0	0	(866)
Payments pursuant to tax receivable agreement	(2,822)	(216)	0
Shares withheld for taxes on vesting of restricted stock units	(3,721)	(4,023)	(3,382)
Repurchases of Class A common stock	0	(5,008)	0
Contributions from QLH’s members	1,464	1,360	0
Distributions	(2,850)	(2,134)	(338)
Net cash (used in) financing activities	(17,429)	(14,521)	(961)
Net increase (decrease) in cash and cash equivalents	2,729	(36,022)	27,010
Cash and cash equivalents, beginning of period	14,542	50,564	23,554
Cash and cash equivalents, end of period	17,271	14,542	50,564
Supplemental disclosures of cash flow information
Interest	13,773	7,065	5,600
Income Taxes	(257)	(2,383)	307
Non-cash Investing and Financing Activities:
Establishment of liabilities under the tax receivables agreement in connection with the Reorganization Transactions	0	(1,619)	(61,834)
Establishment of tax indemnification receivable in connection with the Reorganization Transactions	644	(58)	1,196
Establishment of deferred tax assets in connection with the Reorganization Transactions	0	0	(68,185)
Right-of-use assets obtained in exchange of lease obligations	133	0	4,108
Fair value of contingent consideration in connection with CHT acquisition	$ 0	$ 7,007	$ 0

Business combinations - Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands	Dec. 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

Summary of significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

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.

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, 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. 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 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 Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), as issued by the Financial Accounting Standards Board (“FASB”): (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 $0.5 million and $0.6 million as of December 31, 2023 and 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.

Customer concentrations consisted of the below:


	2023					2022
	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	%
Accounts receivable	1	$	7	14	%	—	$	—	—	%

The Company’s supplier concentration can expose it to business risks. Supplier concentrations consisted of the below:


	2023					2022
	Number of suppliers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of suppliers exceeding 10%	Aggregate Value (in millions)		% of Total
Purchases	1	$	41	13	%	1	$	46	11	%
Accounts payable	1	$	12	21	%	2	$	22	40	%

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 statements 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, 2023 and 2022, 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

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.

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.

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, 2023 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 customer relationships, 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, 2023 and 2022, there were no impairments recognized for intangible assets.

During the three months ended March 31, 2023, the Company had assessed the indicators of goodwill impairment, including a decline in the Company's forecasted revenue and profitability for the year ending December 31, 2023 as one of its major P&C insurance carrier significantly reduced its customer acquisition spending with the Company, and had determined that a triggering event had occurred. 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. 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 the long-lived assets and finite lived intangible assets were not impaired.

Impairment of long lived 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, 2023 and 2022, 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, 2023 and 2022 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.

Equity-based compensation

The Company incurs equity-based compensation expense related to 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 10 - 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 are 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 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.

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 primarily 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. No expense or operating income is evaluated at a segment level. Since the Company operates in one operating segment and reportable 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 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 $2.8 million and $0.2 million were made pursuant to the TRA during the years ended December 31, 2023 and 2022, respectively.

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 statements 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 in the consolidated statements 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 statements of operations.

The Company records uncertain tax positions based on 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 receivable agreement

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 others. 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 statements 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

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 is excluded as it represents the voting rights of the legacy QLH holders and such shares have no economic rights in MediaAlpha, Inc. Diluted earnings (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period following the Reorganization Transactions 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.

Comprehensive income

For the year ended December 31, 2023, 2022, and 2021, the Company did not have any differences between its net income and comprehensive income.

New Accounting Pronouncements

Recently adopted accounting pronouncements

In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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.

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 to 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 had been delayed to June 30, 2023. On June 8, 2023, the Company amended its existing credit agreement to change the interest rate benchmark under the 2021 Credit Facilities from LIBOR to the Secured Overnight Financing Rate ("SOFR"), as further discussed in Note 6 - Long term debt. Effective June 8, 2023, the Company adopted ASC Topic 848 and qualified for the available optional expedients, which allows the Company to account for the contract modifications as continuations of the existing contract without further reassessment or remeasurement that would otherwise be required under the applicable U.S. GAAP. On October 1, 2023, the Company also amended its TRA to, among other things, change the interest rate benchmark from LIBOR to SOFR. The adoption did not have a material impact on the Company's consolidated financial statements.

Recently issued not yet adopted accounting pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, that requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosure. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments in this ASU should be applied on a prospective basis but retrospective application is permitted. The Company is currently evaluating the impact of the ASU on its disclosures in the consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis to all periods presented. The Company is currently evaluating the impact of the ASU on disclosures in its consolidated financial statements.

Organization and Background	12 Months Ended
Organization and Background	Dec. 31, 2023
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 located in Los Angeles, California, with additional offices located in Tempe, Arizona; St. Petersburg, Florida; Taipei, Taiwan; and Bellevue, Washington. 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. 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, 2023, the Company has reserved for issuance 18,070,829 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.

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Allowance for credit losses	$ 537	$ 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)	47,400,000	43,700,000
Common stock, outstanding (in shares)	47,400,000	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)	18,100,000	18,900,000
Common stock, outstanding (in shares)	18,100,000	18,900,000

Schedule II - Valuation and Qualifying Accounts and Allowances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Valuation allowance on deferred tax assets
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of the period	$ 91,796	$ 4,185	$ 1,906
Additions during the period	3,272	87,611	2,279
Write-offs	0	0	0
Balance at End of period	95,068	91,796	4,185
Allowance for credit losses
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of the period	575	609	438
Additions during the period	5	36	171
Write-offs	(43)	(70)	0
Balance at End of period	$ 537	$ 575	$ 609

Disaggregation of revenue (Tables)

12 Months Ended

Dec. 31, 2023

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)	2023		2022		2021
Open Marketplace transactions	$	378,730	$	445,950	$	627,705
Private Marketplace transactions	9,419		13,122		17,569
Revenue	$	388,149	$	459,072	$	645,274

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
Property & casualty insurance	$	164,234	$	224,366	$	417,715
Health insurance	186,275		187,392		176,459
Life insurance	24,287		26,711		28,586
Other	13,353		20,603		22,514
Revenue	$	388,149	$	459,072	$	645,274

Summary of significant accounting policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of significant accounting policies

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 $0.5 million and $0.6 million as of December 31, 2023 and 2022, respectively.

Concentrations of credit risk and of significant customers and suppliers

Customer concentrations consisted of the below:


	2023					2022
	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	%
Accounts receivable	1	$	7	14	%	—	$	—	—	%

The Company’s supplier concentration can expose it to business risks. Supplier concentrations consisted of the below:


	2023					2022
	Number of suppliers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of suppliers exceeding 10%	Aggregate Value (in millions)		% of Total
Purchases	1	$	41	13	%	1	$	46	11	%
Accounts payable	1	$	12	21	%	2	$	22	40	%

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

Leases

Goodwill and intangible assets

Impairment of long-lived assets

For the years ended December 31, 2023 and 2022, there were no impairments recognized for long-lived assets.

Accounts payable

Deferred debt issuance costs

Equity-based compensation

Segment information

Related party transactions

result of certain transactions. Payments of $2.8 million and $0.2 million were made pursuant to the TRA during the years ended December 31, 2023 and 2022, respectively.

Fair value measurements

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

Sales taxes

Cost of revenue

Income taxes

Tax receivables agreement

Non-controlling interest

Earnings (Loss) per share

Comprehensive income

For the year ended December 31, 2023, 2022, and 2021, the Company did not have any differences between its net income and comprehensive income.

Liquidity

As of December 31, 2023, the aggregate principal amount outstanding under the 2021 Credit Facilities was $176.0 million, with $45.0 million remaining for borrowing under the 2021 Revolving Credit Facility. As of December 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 continues to be 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 spite of these reductions in carrier spending, the Company’s Consolidated EBITDA, as defined in the Credit Agreement, has increased year over year, due primarily to the Company’s continuing cost reduction efforts, including implementing workforce reductions during the second quarter of 2023. In late 2023, P&C insurance industry profitability improved as rate increases began to outpace loss cost inflation. We expect this improvement to continue in 2024, driving increases in advertising spend as carriers turn their focus to acquiring new customers. The Company believes it has sufficient expected near-term revenue and forecasted cushion with respect to compliance with the financial covenants under the 2021 Credit Facilities. The Company also has sufficient cash on hand 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 extent to which 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.

Though the Company expects customer acquisition spend by P&C carriers to increase beginning in the first quarter of 2024, it is possible that such increase may be delayed or not occur. 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, which may include adjusting discretionary employee bonuses and other discretionary spending, negotiate amendments to or obtain waivers of such financial covenants, refinance the 2021 Credit Facilities, 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

Recently issued not yet adopted accounting pronouncements

Equity-based compensation plans - Summary of Unvested Restricted Stock Unit Activity (Details) - Restricted stock units - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Units
Number of units, unvested and outstanding, beginning balance (in shares)	3,632,433	4,894,121	5,307,148	5,482,876
Number of units, granted (in shares)	2,439,257	2,834,171	2,002,489
Number of units, vested (in shares)	(3,290,092)	(2,900,154)	(1,932,761)
Number of units, forfeited (in shares)	(410,853)	(347,044)	(245,456)
Number of units, settled or canceled (in shares)	0	0	0
Number of units, Unvested and outstanding ending balance (in shares)	3,632,433	4,894,121	5,307,148
Weighted - average grant-date fair value
Weighted-average grant-date fair value, unvested and outstanding beginning balance (in dollars per share)	$ 17.79	$ 20.85	$ 21.22
Weighted-average grant-date fair value, granted (in dollars per share)	13.32	14.47	21.41
Weighted-average grant-date fair value, vested (in dollars per share)	17.78	19.63	22.13
Weighted-average grant-date fair value, forfeited (in dollars per share)	15.23	22.08	23.57
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)	$ 15.07	$ 17.79	$ 20.85
Restricted Class A shares
Number of Units
Number of units, unvested and outstanding, beginning balance (in shares)	28,340	181,061	535,755	1,061,605
Number of units, granted (in shares)	0	0	0
Number of units, vested (in shares)	(152,721)	(306,005)	(447,468)
Number of units, forfeited (in shares)	0	(48,689)	(78,382)
Number of units, settled or canceled (in shares)	0	0	0
Number of units, Unvested and outstanding ending balance (in shares)	28,340	181,061	535,755
Weighted - average grant-date fair value
Weighted-average grant-date fair value, unvested and outstanding beginning balance (in dollars per share)	$ 5.42	$ 4.04	$ 3.41
Weighted-average grant-date fair value, granted (in dollars per share)	0	0	0
Weighted-average grant-date fair value, vested (in dollars per share)	4.45	3.22	2.87
Weighted-average grant-date fair value, forfeited (in dollars per share)	0	4.12	2.19
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)	$ 10.67	$ 5.42	$ 4.04
PRSUs
Number of Units
Number of units, unvested and outstanding, beginning balance (in shares)	0	0	0
Number of units, granted (in shares)	74,700	80,200
Number of units, vested (in shares)	0	0
Number of units, forfeited (in shares)	(74,700)	(80,200)
Number of units, settled or canceled (in shares)	0	0
Number of units, Unvested and outstanding ending balance (in shares)	0	0	0
Weighted - average grant-date fair value
Weighted-average grant-date fair value, unvested and outstanding beginning balance (in dollars per share)	$ 0	$ 0
Weighted-average grant-date fair value, granted (in dollars per share)	14.98	13.72
Weighted-average grant-date fair value, vested (in dollars per share)	0	0
Weighted-average grant-date fair value, forfeited (in dollars per share)	14.98	13.72
Weighted-average grant-date fair value, settled or canceled (in dollars per share)	0	0
Weighted-average grant-date fair value, unvested and outstanding ending balance (in dollars per share)	$ 0	$ 0	$ 0

Commitments and contingencies	12 Months Ended
Commitments and contingencies	Dec. 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. During the year ended December 31, 2022, the Company received a notification of audit for certain of the Company’s business tax filings. The audit is currently undergoing and the Company has been fully cooperating with the tax auditor. The Company assessed its probable loss and has accrued a reserve based on the low end of the possible outcomes, which was not material. 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 with the FTC. During the year ended December 31, 2023, the Company incurred legal fees of $3.9 million in connection with the demand, which are included within general and administrative expenses on the consolidated statements 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. As of December 31, 2023, and 2022, the Company did not have any material contingency reserves established for any litigation liabilities.

Business combinations (Tables)

12 Months Ended

Dec. 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 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 Pro Forma Financial Information


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

Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 1,710	$ 1,120	$ 1,587
Increase related to Reorganization Transactions	0	0	0
Increase related to current year tax positions	224	234	0
Increase related to prior periods tax positions	0	356	509
Decrease related to lapse in applicable statute of limitations	(565)	0	(976)
Ending balance	$ 1,369	$ 1,710	$ 1,120

Leases (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023		December 31, 2022
Operating leases	Balance Sheet location
Right-of-Use Assets - Operating Leases	Other assets	$	2,199	$	2,761
Operating Lease Liabilities - Current	Accrued expenses	$	904	$	783
Operating Lease Liabilities - Non-current	Other long-term liabilities	$	1,650	$	2,434

Summary of Lease Expense

The following presents the Company’s lease expense:


	Year ended December 31,
(in thousands)	2023		2022		2021
Operating lease cost	$	818	$	908	$	749
Short-term lease cost	107		138		184
Variable lease cost	160		150		113
Total lease cost	$	1,085	$	1,196	$	1,046

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


	Year ended December 31,
(in thousands)	2023		2022		2021
Cash paid for operating lease liabilities	$	918	$	920	$	672
Right-of-use assets obtained in exchange of lease obligations	$	133	$	—	$	4,108

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


	As of
	December 31, 2023		December 31, 2022
Weighted-average remaining lease term	2.71 years		3.74 years
Weighted-average discount rate	4.45	%	4.36	%

Summary of Maturities of Lease Liabilities

Maturities of lease liabilities at December 31, 2023 were as follows:


(in thousands)	Operating Leases
Year Ended December 31,
2024	$	996
2025	973
2026	713
2027	26


Total Lease Payments	$	2,708
Less Imputed Interest	(154)
Total Lease Liabilities	$	2,554

Net loss per share - Summary of Potential Dilutive Shares (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	21,767,555	24,006,628	253,398
Class B / B-1 Units \| QL Holdings LLC
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	18,106,782	18,931,446	253,398
Restricted Class A Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	28,340	181,061	0
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	3,632,433	4,894,121	0

Fair value measurements

12 Months Ended

Dec. 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:


	Year ended December 31,
(in thousands)	2023		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 uses the Monte Carlo simulation approach to estimate the fair value of the revenue and gross margin targets. A change in any of these unobservable inputs can significantly change the fair value of the contingent consideration. CHT was unable to meet its target for the first twelve-month period, and so the Company did not pay any contingent consideration related to that period. In addition, based on further decline in CHT's projected revenue and gross margin, the Company does not expect CHT to meet the target for the second twelve-month period. Accordingly, the Company has determined the fair value of the contingent consideration as of December 31, 2023 to be zero. As of December 31, 2023, the range of the undiscounted amounts the Company could pay under the agreement could be from zero to $15.0 million.

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

Long-Term Debt

As of December 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 6.00% 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 statements 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 and determined the fair value of the investment to be zero. The Company recognized an impairment loss of $1.4 million and $8.6 million within other expenses (income), net in the consolidated statements of operations for the year ended December 31, 2023 and 2022, respectively. The accumulated impairment of this cost method investment as of December 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 December 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.

- 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

Summary of significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Customer and Supplier Concentration Risk

Customer concentrations consisted of the below:


	2023					2022
	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	%
Accounts receivable	1	$	7	14	%	—	$	—	—	%

The Company’s supplier concentration can expose it to business risks. Supplier concentrations consisted of the below:


	2023					2022
	Number of suppliers exceeding 10%	Aggregate Value (in millions)		% of Total		Number of suppliers exceeding 10%	Aggregate Value (in millions)		% of Total
Purchases	1	$	41	13	%	1	$	46	11	%
Accounts payable	1	$	12	21	%	2	$	22	40	%

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

Leases - Summary of Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Right-of-Use Assets - Operating Leases	$ 2,199	$ 2,761
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Operating Lease Liabilities - Current	$ 904	$ 783
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses	Accrued expenses
Operating Lease Liabilities - Non-current	$ 1,650	$ 2,434
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities	Other long-term liabilities

Schedule II - Valuation and Qualifying Accounts and Allowances

12 Months Ended

Dec. 31, 2023

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 2023	$	91,796	3,272	—	$	95,068
Fiscal year 2022	$	4,185	87,611	—	$	91,796
Fiscal year 2021	$	1,906	2,279	—	$	4,185

Allowance for credit losses
Fiscal year 2023	$	575	5	(43)	$	537
Fiscal year 2022	$	609	36	(70)	$	575
Fiscal year 2021	$	438	171	—	$	609

Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Investment in partnership	$ 74,505	$ 78,646
Net operating loss carryforwards and tax credits	15,101	9,260
Tax receivables agreement	0	683
Other	5,462	3,207
Total	95,068	91,796
Valuation allowance	(95,068)	(91,796)
Total deferred tax assets	0	0
Deferred tax liabilities:
Total deferred tax liabilities	0	0
Deferred tax assets	$ 0	$ 0

Stockholders' Equity (Deficit)	12 Months Ended
Stockholders' Equity (Deficit)	Dec. 31, 2023
Equity [Abstract]
Stockholders' Equity (Deficit)	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 units 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. 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 equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details)	Dec. 31, 2023
Computer
Significant Accounting Policies [Line Items]
Estimated useful life	3 years
Furniture and fixtures
Significant Accounting Policies [Line Items]
Estimated useful life	3 years

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Additional Paid-In Capital Amount	Accumulated Deficit Amount	Non- Controlling Interest Amount	Class A common stock Common Stock	Class B common stock Common Stock
Beginning balance (in shares) at Dec. 31, 2020					33,371,056	25,536,043
Beginning balance at Dec. 31, 2020	$ (105,118)	$ 384,611	$ (418,973)	$ (71,345)	$ 334	$ 255
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)	419,533	(424,476)	(57,229)	$ 410	$ 196
Ending balance (in shares) at Dec. 31, 2021					40,969,952	19,621,915
Increase (Decrease) in Stockholders' Equity [Roll Forward]
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 (in shares)	(455,297)				(455,297)
Repurchases of Class A common stock	$ (5,008)	(5,004)			$ (4)
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)	465,523	(482,142)	(70,091)	$ 437	$ 189
Ending balance (in shares) at Dec. 31, 2022					43,650,634	18,895,493
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exchange of non-controlling interest for Class A common stock (in shares)					824,664	(824,664)
Exchange of non-controlling interest for Class A common stock	0	(3,394)		3,394	$ 8	$ (8)
Vesting of restricted stock units (in shares)					2,885,156
Vesting of restricted stock units		(29)			$ 29
Equity- based compensation	53,321	53,234		87
Shares withheld on tax withholding on vesting of restricted stock units	(3,721)	(3,721)
Contributions from QLH’s members	1,464			1,464
Distributions to non-controlling interests	(2,850)			(2,850)
Net (loss)	(56,555)		(40,420)	(16,135)
Ending balance at Dec. 31, 2023	$ (94,425)	$ 511,613	$ (522,562)	$ (84,131)	$ 474	$ 181
Ending balance (in shares) at Dec. 31, 2023					47,360,454	18,070,829

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 388,149	$ 459,072	$ 645,274
Costs and operating expenses
Cost of revenue	321,437	389,013	543,750
Sales and marketing	25,432	28,816	22,823
Product development	18,458	21,077	15,195
General and administrative	62,746	55,556	61,357
Total costs and operating expenses	428,073	494,462	643,125
(Loss) income from operations	(39,924)	(35,390)	2,149
Other expense (income), net	1,779	(75,094)	3,841
Interest expense	15,315	9,245	7,830
Total other expense (income), net	17,094	(65,849)	11,671
(Loss) income before income taxes	(57,018)	30,459	(9,522)
Income tax (benefit) expense	(463)	102,905	(1,047)
Net (loss)	(56,555)	(72,446)	(8,475)
Net (loss) attributable to non-controlling interest	(16,135)	(14,780)	(3,200)
Net (loss) attributable to MediaAlpha, Inc.	$ (40,420)	$ (57,666)	$ (5,275)
Net (loss) per share of Class A common stock
Basic (in dollars per share)	$ (0.89)	$ (1.37)	$ (0.14)
Diluted (in dollars per share)	$ (0.89)	$ (1.37)	$ (0.19)
Weighted average shares of Class A common stock outstanding
Basic (in shares)	45,573,416	41,944,874	37,280,533
Diluted (in shares)	45,573,416	41,944,874	61,255,925

Accrued expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued expenses
Accrued payroll and related expenses	$ 3,831	$ 3,621

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 17,271	$ 14,542
Accounts receivable, net of allowance for credit losses of $537 and $575, respectively	53,773	59,998
Prepaid expenses and other current assets	3,529	5,880
Total current assets	74,573	80,420
Intangible assets, net	26,015	32,932
Goodwill	47,739	47,739
Other assets	5,598	8,990
Total assets	153,925	170,081
Current liabilities
Accounts payable	56,279	53,992
Accrued expenses	11,588	14,130
Current portion of long-term debt	11,854	8,770
Total current liabilities	79,721	76,892
Long-term debt, net of current portion	162,445	174,300
Other long-term liabilities	6,184	4,973
Total liabilities	248,350	256,165
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, 2023 and December 31, 2022	0	0
Additional paid-in capital	511,613	465,523
Accumulated deficit	(522,562)	(482,142)
Total stockholders' (deficit) attributable to MediaAlpha, Inc.	(10,294)	(15,993)
Non-controlling interests	(84,131)	(70,091)
Total stockholders' (deficit)	(94,425)	(86,084)
Total liabilities and stockholders' deficit	153,925	170,081
Class A Common
Stockholders' (deficit):
Common stock	474	437
Class B Common
Stockholders' (deficit):
Common stock	$ 181	$ 189

Accrued expenses

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued expenses

Accrued expenses include the following:


	As of
(in thousands)	December 31, 2023		December 31, 2022

Accrued payroll and related expenses	$	3,831	$	3,621

Net loss per share

12 Months Ended

Dec. 31, 2023

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,
	2023		2022		2021
Basic
Net (loss)	$	(56,555)	$	(72,446)	$	(8,475)
Less: net (loss) attributable to non-controlling interest	(16,135)		(14,780)		(3,200)
Net (loss) attributable to MediaAlpha, Inc.	$	(40,420)	$	(57,666)	$	(5,275)
Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	45,573,416		41,944,874		37,280,533
Net (loss) per share of Class A common stock - basic	$	(0.89)	$	(1.37)	$	(0.14)
Net (loss) per share of Class A common stock - diluted	$	(0.89)	$	(1.37)	$	(0.19)


	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)

Potentially dilutive shares, which are based on the weighted-average shares of underlying unvested QLH restricted Class B-1 units, restricted Class A shares, RSUs, and PRSUs using the treasury stock method and the outstanding QLH restricted Class B-1 units using the if-converted method, are included when calculating diluted net loss per share attributable to MediaAlpha, Inc. when their effect is dilutive. The effects 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, 2023	December 31, 2022	December 31, 2021
QLH Class B / B-1 Units (Replacement awards)	18,106,782	18,931,446	253,398
Restricted Class A Shares	28,340	181,061	—
Restricted stock units	3,632,433	4,894,121	—
Potential dilutive shares	21,767,555	24,006,628	253,398

Fair Value Measurements - Narrative (Details)		12 Months Ended
Fair Value Measurements - Narrative (Details)	Feb. 24, 2022 USD ($) period	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Mar. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Equity securities without readily determinable fair value		$ 0	$ 1,400,000		$ 0
Impairment of cost method investment		1,406,000	8,594,000	$ 0
Accumulated impairment of cost-method investment		$ 10,000,000	$ 8,600,000
Fair Value, Inputs, Level 3 \| Measurement Input, Discount Rate \| Valuation Technique, Discounted Cash Flow [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Long-term debt, measurement input		0.0600
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
Contingent consideration, fair value		$ 0
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

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Jan. 31, 2024	Jun. 30, 2023
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, 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 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
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 226.8
Documents Incorporated by Reference	Parts of the registrant’s Proxy Statement for the registrant’s 2024 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	2023
Document Fiscal Period Focus	FY
Entity Central Index Key	0001818383
Class A Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		47,365,454
Class B Common
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		18,065,829

Equity-based compensation plans - Narrative (Details) - USD ($)		12 Months Ended
	Oct. 31, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost capitalized		$ 0	$ 0	$ 0
QLH Class B-1 Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units and shares authorized					6,470,599
Fair value units vested		$ 500,000	1,500,000	6,700,000
Company Restricted Class A Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units and shares authorized		6,470,599
Unvested Company Class A Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost		$ 300,000
Weighted average period of recognition		7 months 17 days
Fair value units vested		$ 1,800,000	3,700,000	14,500,000
QLH Restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost		$ 16,000
Weighted average period of recognition		6 months
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost		$ 50,900,000
Weighted average period of recognition		2 years 4 months 24 days
Fair value units vested		$ 31,100,000	35,800,000	$ 70,800,000
Award conversion, shares represented	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
Fair value units vested		$ 0	$ 0
Award conversion, shares represented		1
Weighted-average closing price, measurement period		20 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 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)	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)		5,610,998
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

Leases - Summary of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease cost	$ 818	$ 908	$ 749
Short-term lease cost	107	138	184
Variable lease cost	160	150	113
Total lease cost	$ 1,085	$ 1,196	$ 1,046

Disaggregation of revenue - Summary of Disaggregation of Revenue by Product Vertical (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 388,149	$ 459,072	$ 645,274
Property & casualty insurance
Disaggregation of Revenue [Line Items]
Revenue	164,234	224,366	417,715
Health insurance
Disaggregation of Revenue [Line Items]
Revenue	186,275	187,392	176,459
Life insurance
Disaggregation of Revenue [Line Items]
Revenue	24,287	26,711	28,586
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 13,353	$ 20,603	$ 22,514

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Net loss per share - Calculation of Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share, Diluted [Abstract]
Net (loss)	$ (56,555)	$ (72,446)	$ (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 of Class A common stock outstanding, diluted (in shares)	45,573,416	41,944,874	61,255,925
Net (loss) per share of Class A common stock, diluted (in dollars per share)	$ (0.89)	$ (1.37)	$ (0.19)
Class A Common Stock And Potential Class A Common Stock
Earnings Per Share, Diluted [Abstract]
Weighted average shares of Class A common stock outstanding, diluted (in shares)			61,255,925
Class A Common
Earnings Per Share, Diluted [Abstract]
Weighted average shares of Class A common stock outstanding, diluted (in shares)	45,573,416	41,944,874	37,280,533
Net (loss) per share of Class A common stock, diluted (in dollars per share)	$ (0.89)	$ (1.37)	$ (0.19)
Class B1 Units
Earnings Per Share, Diluted [Abstract]
Weighted average shares of Class A common stock outstanding, diluted (in shares)			21,357,847
Restricted Class A shares
Earnings Per Share, Diluted [Abstract]
Weighted average shares of Class A common stock outstanding, diluted (in shares)			724,922
Restricted stock units
Earnings Per Share, Diluted [Abstract]
Weighted average shares of Class A common stock outstanding, diluted (in shares)			1,892,623

Goodwill and Intangible assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill and Intangible Assets

Goodwill and intangible assets consisted of:


	December 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	$	(23,947)	$	19,553	$	43,500	$	(17,820)	$	25,680
Non-compete agreements	60	303		(303)		—		303		(303)		—
Trademarks, trade names, and domain names	60 - 120	8,884		(2,422)		6,462		8,884		(1,632)		7,252
Intangible assets		$	52,687	$	(26,672)	$	26,015	$	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 change in goodwill and intangible assets:


	December 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	—		(6,917)		—		(5,755)
Ending balance	$	47,739	$	26,015	$	47,739	$	32,932

Summary of Future Amortization Expense on Identifiable Intangible Assets

As of December 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
2024	$	6,428
2025	5,759
2026	5,143
2027	4,106
2028	2,298
Thereafter	2,281
	$	26,015

Summary of significant accounting policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) reporting_unit segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Significant Accounting Policies [Line Items]
Allowance for credit losses	$ 537,000	$ 575,000
Capitalized software development costs	$ 0	0
Number of reporting units \| reporting_unit	1
Impairment of goodwill	$ 0
Impairments for goodwill or intangible assets	0	0
Impairments for long-lived assets	$ 0	0
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Payments pursuant to tax receivable agreement	$ 2,822,000	216,000	$ 0
Revolving Credit Facility
Significant Accounting Policies [Line Items]
Outstanding amount drawn under revolving credit facility	176,000,000
Amount available under credit agreement	$ 45,000,000
Internal-use Software
Significant Accounting Policies [Line Items]
Estimated useful life	3 years
Tax Receivables Agreement \| Related Party
Significant Accounting Policies [Line Items]
Percentage of amount to pay for tax benefits that actually realize	85.00%
Payments pursuant to tax receivable agreement	$ 2,800,000	$ 200,000
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

Business combinations - Narrative (Details)			12 Months Ended
Business combinations - Narrative (Details)	Apr. 01, 2022 USD ($)	Feb. 24, 2022 USD ($) period	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Revolving line of credit			$ 0	$ 25,000,000	$ 0
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		$ 20,000,000	$ 15,000,000
QuoteLab, LLC
Business Acquisition, Contingent Consideration [Line Items]
Discount rate		18.00%
Useful lives		7 years 10 months 24 days

Fair value measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

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

Contingent consideration


	Year ended December 31,
(in thousands)	2023		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)

Business combinations - Summary of Acquired Intangible Assets (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 24, 2022	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition, Contingent Consideration [Line Items]
Fair Value		$ 0	$ 26,120
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

Stockholders' Equity (Deficit) (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2023 vote $ / shares shares	Mar. 14, 2022 USD ($)	Oct. 27, 2020
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
Number of shares repurchased (in shares)		455,297
Shares authorized to be repurchased, value \| $				$ 5,000
Shares repurchased, value \| $		$ 5,008
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%
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	47,400,000
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	18,100,000

Equity-based compensation plans

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Equity-based compensation plans

Equity-based compensation cost recognized for equity-based awards outstanding during the year ended December 31, 2023, 2022, and 2021 was as follows:


	Year ended December 31,
(in thousands)	2023		2022		2021

QLH Restricted Class B-1 units	87		230		541
Restricted Class A shares	588		1,032		1,088
Restricted stock units	52,646		57,210		44,084
Performance restricted stock units	—		—		—
Equity-based compensation expense	$	53,321	$	58,472	$	45,713

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

a.For the year ended December 31, 2023 and 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 was included in the following expense categories in the consolidated statements of operations during the year ended December 31, 2023, 2022 and 2021:


	Year ended December 31,
(in thousands)	2023		2022		2021
Cost of revenue	$	3,875	$	3,634	$	1,665
Sales and marketing	8,654		10,445		7,724
Product development	7,719		9,536		6,440
General and administrative	33,073		34,857		29,884
Total equity-based compensation	$	53,321	$	58,472	$	45,713

No compensation cost was capitalized during the year ended December 31, 2023, 2022, and 2021.

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 2021, 2022, and 2023 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, 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
Granted	—	—
Vested	(39,705)	2.46
Forfeited	—	—
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2023	2,465	$	7.18

As of December 31, 2023, total unrecognized compensation cost related to unvested QLH Restricted Class B-1 units was $16 thousand, which is expected to be recognized over a weighted average period of 0.50 years. The total fair value of QLH Class B-1 units that vested during the year ended December 31, 2023, 2022, and 2021 was $0.5 million, $1.5 million, and $6.7 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) elections under the Internal Revenue Code; therefore, the Company Restricted Class A shares are subject to gross share settlement.

A summary of unvested Company restricted Class A share activity for 2021, 2022, and 2023 is as follows:


	Number of Units	Weighted - average grant-date fair value
Restricted Class A Shares





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
Granted	—	—
Vested	(152,721)	4.45
Forfeited	—	—
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2023	28,340	$	10.67

As of December 31, 2023, total unrecognized compensation cost related to unvested Company restricted Class A shares was $0.3 million, which is expected to be recognized over a weighted average period of 0.63 years. The total fair value of Company restricted Class A shares that vested during the year ended December 31, 2023, 2022, and 2021 was $1.8 million, $3.7 million, and $14.5 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, 2023, 5,610,998 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 upon vesting. 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 2021, 2022, and 2023 is as follows:


	Number of Units	Weighted - average grant-date fair value
RSUs





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
Granted	2,439,257	13.32
Vested	(3,290,092)	17.78
Forfeited	(410,853)	15.23
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2023	3,632,433	$	15.07

As of December 31, 2023, total unrecognized compensation cost related to unvested RSUs was $50.9 million, which is expected to be recognized over a weighted average period of 2.40 years. The total fair value of Company RSUs that vested during the year ended December 31, 2023, 2022, and 2021 was $31.1 million, $35.8 million, and $70.8 million, respectively.

Performance-Based Restricted Stock Units

The Company may grant 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 average closing price of the Company's Class A common stock for the 20-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, 2023 and 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 and 2023 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	—	$	—
Granted	74,700	14.98
Vested	—	—
Forfeited	(74,700)	14.98
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2023	—	$	—

As of December 31, 2023, total unrecognized compensation cost related to unvested PRSUs was $0. The total fair value of Company PRSUs that vested during the year ended December 31, 2023 and 2022 was $0.

Accrued expenses (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Summary of Accrued Expenses

Accrued expenses include the following:


	As of
(in thousands)	December 31, 2023		December 31, 2022

Accrued payroll and related expenses	$	3,831	$	3,621

Long-term debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jul. 29, 2021
Debt Instrument [Line Items]
Debt issuance costs	$ (1,701)	$ (2,430)
Total debt	174,299	183,070
Current portion of long-term debt	(11,854)	(8,770)
Total long-term debt	162,445	174,300
Debt issuance costs	693	730
Revolving Credit Facility
Debt Instrument [Line Items]
2021 Revolving Credit Facility	176,000
2021 Credit Facilities
Debt Instrument [Line Items]
Stated interest rate			1.25%
Term loan \| 2021 Credit Facilities
Debt Instrument [Line Items]
2021 Term Loan Facility	$ 171,000	180,500
Stated interest rate	8.20%
Line of Credit \| 2021 Credit Facilities \| Revolving Credit Facility
Debt Instrument [Line Items]
2021 Revolving Credit Facility	$ 5,000	$ 5,000

Non-controlling interest - Narrative (Details)	12 Months Ended
Non-controlling interest - Narrative (Details)	Dec. 31, 2023 shares	Dec. 31, 2022	Oct. 27, 2020
Noncontrolling Interest [Line Items]
Conversion of stock (in shares)	824,664
Stockholder's equity, exchange ratio	1		1
QLH
Noncontrolling Interest [Line Items]
Non-controlling interests owned	27.70%	30.20%
Remaining non-controlling interests owned	72.30%	69.80%

Long-term debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Long-term debt

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 “Existing Credit Agreement”). The Existing Credit Agreement provided 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. The obligations under the 2021 Credit Facilities are guaranteed by QLH and secured by substantially all assets of QLH and QuoteLab, LLC (“Borrower”). Borrowings under the Existing Credit Agreement bore 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 were based on the Borrower’s consolidated total net leverage ratio as calculated under the terms of the Existing 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. As of December 31, 2023, the Company’s interest rate on the outstanding borrowings for the 2021 Term Loan Facility and 2021 Revolving Credit Facility was 8.20%.

On June 8, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Existing Credit Agreement, (as amended by the Second Amendment, the “Amended Credit Agreement”). The Second Amendment amends the Existing Credit Agreement, effective on the amendment date, to, among other things, replace the existing LIBOR based rate applicable to the 2021 Credit Facilities with a SOFR with a credit spread adjustment of 0.10% per annum and a floor of 0.00%, effective on the amendment date. Borrowings under the Amended Credit Agreement will continue to bear interest at a rate equal to, at the option of the Borrower, the Term SOFR or Daily Simple SOFR (each as defined in the Amended Credit Agreement) plus an applicable margin, with a floor of 0.00%, or the base rate plus an applicable margin. The applicable margins are based on the Company’s consolidated total net leverage ratio as calculated under the terms of the Amended Credit Agreement for the prior fiscal quarter and range from 2.00% to 2.75% with respect to the Term SOFR or Daily Simple SOFR and from 1.00% to 1.75% with respect to the base rate.

The Second Amendment did not impact the Company's outstanding debt or related debt covenants. The Second Amendment did not result in any additional cash proceeds or changes in commitment amounts. The Second Amendment has been accounted for as a continuation of the existing agreement in accordance with ASC 848 — Reference Rate Reforms and any third-party costs were expensed as incurred and included in general and administrative expenses in the consolidated statements of operations.

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 of 1.15:1 and a maximum Total Net Leverage Ratio of 4.0:1, which may be increased subject to certain conditions (in each case, as defined in the Amended Credit Agreement). 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, 2023, 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. 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 2021 Term Loan Facility also requires mandatory prepayments of principal with any Excess Cash Flow (as defined in the 2021 Credit Facilities) on an annual basis. In accordance with the Agreement, the Company generated excess cash flow for the year ended December 31, 2023, and will be required to prepay approximately $3.0 million of the principal under the 2021 Term Loan Facility, which amount has been classified within the current portion of long-term debt on the consolidated balance sheet.

The First Amendment to 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, which costs will be 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 statements of operations. Third-party costs and fees paid to lender allocated to the 2021 Revolving Credit Facility of $0.2 million were capitalized and classified within prepaid expenses and other current assets on the consolidated balance sheet and are amortized over the term of the 2021 Revolving Credit Facility.

Long-term debt consisted of the following:


	As of
(in thousands)	December 31, 2023		December 31, 2022
2021 Term Loan Facility	$	171,000	$	180,500
2021 Revolving Credit Facility	5,000		5,000
Debt issuance costs	(1,701)		(2,430)
Total debt	$	174,299	$	183,070
Less: current portion, net of debt issuance cost of $693 and $730, respectively	(11,854)		(8,770)
Total long-term debt	$	162,445	$	174,300

The expected future principal payments for all borrowings as of December 31, 2023 were as follows:


(in thousands)	Contractual maturity
2024	$	12,547
2025	9,500
2026	153,953


Debt and issuance costs	176,000
Unamortized debt issuance costs	(1,701)
Total debt	$	174,299

The Company incurred interest expense on the 2021 Term Loan Facility of $14.6 million, $8.5 million, and $7.7 million for the years ended December 31, 2023, 2022, and 2021, respectively. Interest expense included amortization of debt issuance costs on the 2021 Credit Facility of $0.8 million, $0.8 million, and $1.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023 and 2022, unamortized deferred debt issuance costs amounted to $1.7 million and $2.4 million, respectively.

As of December 31, 2023, the Company’s borrowing capacity available under the 2021 Revolving Credit Facility was $45.0 million, which carries a commitment fee based on the Company’s consolidated total net leverage ratio and ranges from 0.25% to 0.50%. The commitment fee on the unused portion of the 2021 Revolving Credit Facility was 0.50% as of December 31, 2023. The Company incurred interest expense on the 2021 Revolving Credit Facility of $0.7 million, $0.7 million, and $0.1 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Accrued interest as of December 31, 2023 and 2022 was $3.7 million and $3.0 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Income Taxes - Summary of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current income tax expense (benefit)
Federal	$ 0	$ 0	$ (382)
State	(466)	237	(1,836)
Foreign	3	12	(42)
Current income tax expense (benefit)	(463)	249	(2,260)
Deferred income tax expense (benefit)
Federal	0	86,971	1,503
State	0	15,685	(290)
Foreign	0	0	0
Deferred income tax expense (benefit)	0	102,656	1,213
Income tax expense (benefit)	$ (463)	$ 102,905	$ (1,047)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Commitments and contingencies - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Litigation And Other Legal Matters [Line Items]
Contingency reserves for litigation liabilities	$ 0.0	$ 0.0
FTC Act, Telemarketing Sales Rule
Litigation And Other Legal Matters [Line Items]
Legal Fees	$ 3.9

Net loss per share (Tables)

12 Months Ended

Dec. 31, 2023

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,
	2023		2022		2021
Basic
Net (loss)	$	(56,555)	$	(72,446)	$	(8,475)
Less: net (loss) attributable to non-controlling interest	(16,135)		(14,780)		(3,200)
Net (loss) attributable to MediaAlpha, Inc.	$	(40,420)	$	(57,666)	$	(5,275)
Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	45,573,416		41,944,874		37,280,533
Net (loss) per share of Class A common stock - basic	$	(0.89)	$	(1.37)	$	(0.14)
Net (loss) per share of Class A common stock - diluted	$	(0.89)	$	(1.37)	$	(0.19)


	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


	As of
	December 31, 2023	December 31, 2022	December 31, 2021
QLH Class B / B-1 Units (Replacement awards)	18,106,782	18,931,446	253,398
Restricted Class A Shares	28,340	181,061	—
Restricted stock units	3,632,433	4,894,121	—
Potential dilutive shares	21,767,555	24,006,628	253,398

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

Organization and Background - Narrative (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Oct. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2023 shares	Oct. 27, 2020
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
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)		18,070,829
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

Income Taxes - Narrative (Details)		12 Months Ended
Income Taxes - Narrative (Details)	Oct. 30, 2020	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Oct. 27, 2020
Income Tax Disclosure [Line Items]
Effective income tax rate		0.80%	337.80%	11.00%
Conversion of stock (in shares) \| shares		824,664
Stockholder's equity, exchange ratio		1			1
Valuation allowance		$ 95,068,000	$ 91,796,000
Liability for unrecognized tax benefits		1,600,000	2,100,000
Unrecognized tax benefits if recognized would impact effective tax rate		1,200,000	1,400,000
Accrued interest and penalties		(100,000)	100,000
Liability on tax receivable agreement		0
Unrecognized liability on tax receivable agreement		89,000,000
Payments pursuant to tax receivable agreement		2,822,000	216,000	$ 0
White Mountains Capital, Inc. of Intermediate Holdco
Income Tax Disclosure [Line Items]
Indemnification asset uncertain tax position		100,000	700,000
Related Party \| White Mountains Capital, Inc. of Intermediate Holdco
Income Tax Disclosure [Line Items]
Payable to White Mountains		100,000	300,000
Tax Receivables Agreement
Income Tax Disclosure [Line Items]
Liabilities under tax receivables agreement, net of current portion		$ 0	2,800,000
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%
Tax Receivables Agreement \| Related Party
Income Tax Disclosure [Line Items]
Payments pursuant to tax receivable agreement		$ 2,800,000	$ 200,000
Federal
Income Tax Disclosure [Line Items]
Net operating loss carryforwards		53,100,000
Net operating loss carryforwards with an indefinite life		53,100,000
State and Local
Income Tax Disclosure [Line Items]
Net operating loss carryforwards		44,900,000
Net operating loss carryforwards with an indefinite life		6,900,000
Foreign
Income Tax Disclosure [Line Items]
Tax credit carryforwards		$ 1,100,000

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	12 Months Ended
	Dec. 31, 2023	Dec. 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	7,007
Change in unrealized (gain) related to instrument still held at end of period	0	(7,007)
Ending fair value	$ 0	$ 0

Goodwill and intangible assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and intangible assets

Goodwill and intangible assets consisted of:


	December 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	$	(23,947)	$	19,553	$	43,500	$	(17,820)	$	25,680
Non-compete agreements	60	303		(303)		—		303		(303)		—
Trademarks, trade names, and domain names	60 - 120	8,884		(2,422)		6,462		8,884		(1,632)		7,252
Intangible assets		$	52,687	$	(26,672)	$	26,015	$	52,687	$	(19,755)	$	32,932
Goodwill	Indefinite	$	47,739	$	—	$	47,739	$	47,739	$	—	$	47,739

Amortization expense related to intangible assets amounted to $6.9 million, $5.8 million, and $3.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Company has no accumulated impairment of goodwill.

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


	December 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	—		(6,917)		—		(5,755)
Ending balance	$	47,739	$	26,015	$	47,739	$	32,932

As of December 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
2024	$	6,428
2025	5,759
2026	5,143
2027	4,106
2028	2,298
Thereafter	2,281
	$	26,015

Income Taxes

12 Months Ended

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
United States	$	(57,010)	$	30,519	$	(9,523)
Foreign	(8)		(60)		1
Total	$	(57,018)	$	30,459	$	(9,522)

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
Current income tax expense (benefit)
Federal	$	—	$	—	$	(382)
State	(466)		237		(1,836)
Foreign	3		12		(42)
	$	(463)	$	249	$	(2,260)
Deferred income tax expense (benefit)
Federal	$	—	$	86,971	$	1,503
State	—		15,685		(290)
Foreign	—		—		—
	$	—	$	102,656	$	1,213
Income tax expense (benefit)	$	(463)	$	102,905	$	(1,047)

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


	Year Ended December 31,
	2023		2022		2021
Statutory federal tax rate	21.0	%	21.0	%	21.0	%
Loss / Income attributable to non-controlling interests and nontaxable income	(6.0)	%	11.3	%	(1.3)	%
State income taxes, net of federal benefit	0.8	%	0.5	%	(9.3)	%
Transaction costs	—	%	—	%	(5.8)	%
Officers' compensation	(3.7)	%	8.4	%	(32.0)	%
Indemnification asset release	(0.2)	%	—	%	(7.5)	%
Return-to-Provision	(0.6)	%	(1.4)	%	26.0	%
Interest and penalties	—	%	(0.3)	%	(1.6)	%
Equity-based compensation	(9.3)	%	18.5	%	29.7	%
Change in uncertain tax positions	0.6	%	2.1	%	7.2	%
Deferred tax adjustments	—	%	—	%	9.2	%
Change in valuation allowance	(1.7)	%	277.6	%	(23.9)	%
Other	(0.1)	%	0.1	%	(0.7)	%
Effective income tax rate	0.8	%	337.8	%	11.0	%

The Company’s effective tax rate was 0.8% in 2023, 337.8% in 2022, and 11.0% in 2021, compared with the U.S. statutory tax rate in 2023, 2022, and 2021 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, 2023 was 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. 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.

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 $0.1 million and $0.3 million as of December 31, 2023 and 2022, 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)	2023		2022
Deferred tax assets:
Investment in partnership	$	74,505	$	78,646
Net operating loss carryforwards and tax credits	15,101		9,260
Tax receivables agreement	—		683
Other	5,462		3,207
Total	$	95,068	$	91,796
Valuation allowance	(95,068)		(91,796)
Total deferred tax assets	$	—	$	—
Deferred tax liabilities:
Total deferred tax liabilities	$	—	$	—
Deferred tax assets	$	—	$	—

During the year ended December 31, 2023, holders of Class B-1 units exchanged 824,664 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, as discussed later, 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 year ended December 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 December 31, 2023, the Company had federal and state net operating loss carryforwards (“NOLs”) of $53.1 million and $44.9 million, respectively, of which $53.1 million and $6.9 million, respectively, have an indefinite life. The remaining state NOLs will begin to expire in 2028. As of December 31, 2023, 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. A significant piece of objective negative evidence evaluated was the recent history of pre-tax losses. Such objective negative evidence is difficult to overcome and limits the ability to consider other subjective evidence, such as projections of future income growth. On the basis of this analysis, as of December 31, 2023 and 2022 a valuation allowance of $95.1 million and $91.8 million, respectively, has been recorded against its deferred tax assets. 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.

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
Beginning balance	$	1,710	$	1,120	$	1,587
Increase related to Reorganization Transactions	—		—		—
Increase related to current year tax positions	224		234		—
Increase related to prior periods tax positions	—		356		509
Decrease related to lapse in applicable statute of limitations	(565)		—		(976)
Ending balance	$	1,369	$	1,710	$	1,120

As of December 31, 2023 and 2022, the total liability related to uncertain tax positions, including interest and penalties, was $1.6 million and $2.1 million, respectively. Out of this amount as of December 31, 2023 and 2022, $0.1 million and $0.7 million, respectively, had been indemnified by White Mountains, for which an indemnification asset was recognized. The decrease in the liability for uncertain tax positions was due to a lapse in statute. If recognized as of December 31, 2023 and 2022, $1.2 million and $1.4 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 $0.1 million of interest and penalties during the year ended December 31, 2023 and 2022, 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, 2023, 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 2018 and forward remain open and are subject to examination.

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 December 31, 2023 and 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. 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 $89 million in the consolidated balance sheet.

As of December 31, 2023 and 2022, the Company recorded $0 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 year ended December 31, 2023 and 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.

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+ Details

Non-controlling interest	12 Months Ended
Non-controlling interest	Dec. 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 year ended December 31, 2023, the holders of the non-controlling interests exchanged 824,664 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, 2023, the holders of the non-controlling interests owned 27.7% of the total equity interests in QLH, with the remaining 72.3% 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.

Income Taxes - Summary of Income Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ (57,010)	$ 30,519	$ (9,523)
Foreign	(8)	(60)	1
(Loss) income before income taxes	$ (57,018)	$ 30,459	$ (9,522)

- 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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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	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Net Income (Loss) Attributable to Parent [Abstract]
Net (loss)	$ (56,555)	$ (72,446)	$ (8,475)
Net (loss) attributable to non-controlling interest	(16,135)	(14,780)	(3,200)
Net (loss) attributable to MediaAlpha, Inc.	$ (40,420)	$ (57,666)	$ (5,275)
Weighted average shares of Class A common stock outstanding, basic (in shares)	45,573,416	41,944,874	37,280,533
Weighted average shares of Class A common stock outstanding, diluted (in shares)	45,573,416	41,944,874	61,255,925
Net (loss) per share of Class A common stock, basic (in dollars per share)	$ (0.89)	$ (1.37)	$ (0.14)
Net (loss) per share of Class A common stock, diluted (in dollars per share)	$ (0.89)	$ (1.37)	$ (0.19)
Class A Common
Net Income (Loss) Attributable to Parent [Abstract]
Weighted average shares of Class A common stock outstanding, basic (in shares)	45,573,416	41,944,874	37,280,533
Weighted average shares of Class A common stock outstanding, diluted (in shares)	45,573,416	41,944,874	37,280,533
Net (loss) per share of Class A common stock, basic (in dollars per share)	$ (0.89)	$ (1.37)	$ (0.14)
Net (loss) per share of Class A common stock, diluted (in dollars per share)	$ (0.89)	$ (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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- Definition

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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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of Net Income (Loss) attributable to noncontrolling interest.

+ References + Details

- Definition

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

+ References

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+ Details

Disaggregation of Revenue - Summary of Disaggregation of revenue by Transaction Model (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 388,149	$ 459,072	$ 645,274
Open Marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	378,730	445,950	627,705
Private Marketplace transactions
Disaggregation of Revenue [Line Items]
Revenue	$ 9,419	$ 13,122	$ 17,569

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Disaggregation of revenue

12 Months Ended

Dec. 31, 2023

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)	2023		2022		2021
Open Marketplace transactions	$	378,730	$	445,950	$	627,705
Private Marketplace transactions	9,419		13,122		17,569
Revenue	$	388,149	$	459,072	$	645,274

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
Property & casualty insurance	$	164,234	$	224,366	$	417,715
Health insurance	186,275		187,392		176,459
Life insurance	24,287		26,711		28,586
Other	13,353		20,603		22,514
Revenue	$	388,149	$	459,072	$	645,274

- 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

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-URI https://asc.fasb.org//606/tableOfContent

+ Details

Goodwill and intangible assets - Summary of Change in Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill
Beginning balance	$ 47,739	$ 18,402
Additions to goodwill	0	29,337
Ending balance	47,739	47,739	$ 18,402
Intangible assets
Beginning balance	32,932	12,567
Additions to intangible assets	0	26,120
Amortization	(6,917)	(5,755)	(2,984)
Ending balance	$ 26,015	$ 32,932	$ 12,567

- Definition

+ References + Details

Equity-based compensation plans (Tables)

12 Months Ended

Dec. 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 year ended December 31, 2023, 2022, and 2021 was as follows:


	Year ended December 31,
(in thousands)	2023		2022		2021

QLH Restricted Class B-1 units	87		230		541
Restricted Class A shares	588		1,032		1,088
Restricted stock units	52,646		57,210		44,084
Performance restricted stock units	—		—		—
Equity-based compensation expense	$	53,321	$	58,472	$	45,713

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

a.For the year ended December 31, 2023 and 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 was included in the following expense categories in the consolidated statements of operations during the year ended December 31, 2023, 2022 and 2021:


	Year ended December 31,
(in thousands)	2023		2022		2021
Cost of revenue	$	3,875	$	3,634	$	1,665
Sales and marketing	8,654		10,445		7,724
Product development	7,719		9,536		6,440
General and administrative	33,073		34,857		29,884
Total equity-based compensation	$	53,321	$	58,472	$	45,713

Summary of Unvested Restricted Stock Unit Activity

A summary of unvested QLH Class B-1 unit activity for 2021, 2022, and 2023 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, 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
Granted	—	—
Vested	(39,705)	2.46
Forfeited	—	—
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2023	2,465	$	7.18

A summary of unvested Company restricted Class A share activity for 2021, 2022, and 2023 is as follows:


	Number of Units	Weighted - average grant-date fair value
Restricted Class A Shares





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
Granted	—	—
Vested	(152,721)	4.45
Forfeited	—	—
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2023	28,340	$	10.67

A summary of unvested restricted stock unit activity for 2021, 2022, and 2023 is as follows:


	Number of Units	Weighted - average grant-date fair value
RSUs





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
Granted	2,439,257	13.32
Vested	(3,290,092)	17.78
Forfeited	(410,853)	15.23
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2023	3,632,433	$	15.07

A summary of unvested performance-based restricted stock unit activity for 2022 and 2023 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	—	$	—
Granted	74,700	14.98
Vested	—	—
Forfeited	(74,700)	14.98
Settled or canceled	—	—
Unvested and outstanding as of December 31, 2023	—	$	—

Equity-based compensation plans - Summary of Equity-based Compensation Cost Recognized (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 53,321,000	$ 58,472,000	$ 45,713,000
Total income tax benefit recognized related to equity-based compensation	0	0	6,328,000
QLH Restricted Class B-1 units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	87,000	230,000	541,000
Restricted Class A shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	588,000	1,032,000	1,088,000
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	52,646,000	57,210,000	44,084,000
Performance restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 0	$ 0	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company leases office space under non-cancellable operating leases with original lease periods expiring between 2025 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, 2023		December 31, 2022
Operating leases	Balance Sheet location
Right-of-Use Assets - Operating Leases	Other assets	$	2,199	$	2,761
Operating Lease Liabilities - Current	Accrued expenses	$	904	$	783
Operating Lease Liabilities - Non-current	Other long-term liabilities	$	1,650	$	2,434

The following presents the Company’s lease expense:


	Year ended December 31,
(in thousands)	2023		2022		2021
Operating lease cost	$	818	$	908	$	749
Short-term lease cost	107		138		184
Variable lease cost	160		150		113
Total lease cost	$	1,085	$	1,196	$	1,046

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


	Year ended December 31,
(in thousands)	2023		2022		2021
Cash paid for operating lease liabilities	$	918	$	920	$	672
Right-of-use assets obtained in exchange of lease obligations	$	133	$	—	$	4,108

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


	As of
	December 31, 2023		December 31, 2022
Weighted-average remaining lease term	2.71 years		3.74 years
Weighted-average discount rate	4.45	%	4.36	%

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, 2023 were as follows:


(in thousands)	Operating Leases
Year Ended December 31,
2024	$	996
2025	973
2026	713
2027	26


Total Lease Payments	$	2,708
Less Imputed Interest	(154)
Total Lease Liabilities	$	2,554

At December 31, 2023, there were no leases entered into that had not yet commenced.

Long-term debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:


	As of
(in thousands)	December 31, 2023		December 31, 2022
2021 Term Loan Facility	$	171,000	$	180,500
2021 Revolving Credit Facility	5,000		5,000
Debt issuance costs	(1,701)		(2,430)
Total debt	$	174,299	$	183,070
Less: current portion, net of debt issuance cost of $693 and $730, respectively	(11,854)		(8,770)
Total long-term debt	$	162,445	$	174,300

Schedule of Expected Future Principal Payments for Borrowings

The expected future principal payments for all borrowings as of December 31, 2023 were as follows:


(in thousands)	Contractual maturity
2024	$	12,547
2025	9,500
2026	153,953


Debt and issuance costs	176,000
Unamortized debt issuance costs	(1,701)
Total debt	$	174,299

- Definition

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

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+ Details