Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 26, 2021 | Oct. 28, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MAX | ||
Entity Registrant Name | MediaAlpha, Inc. | ||
Entity Central Index Key | 0001818383 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 359.9 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity File Number | 001-39671 | ||
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 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | ||
Security Exchange Name | NYSE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE None. | ||
Class A Common | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 33,815,086 | ||
Class B Common | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 25,536,043 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 23,554 | $ 10,028 |
Accounts receivable, net of allowance for doubtful accounts | 96,295 | 56,012 |
Prepaid expenses and other current assets | 7,950 | 1,448 |
Total current assets | 127,799 | 67,488 |
Property and equipment, net | 762 | 755 |
Intangible assets, net | 15,551 | 18,752 |
Goodwill | 18,402 | 18,402 |
Deferred tax assets | 31,613 | |
Other non-current assets | 16,210 | |
Total assets | 210,337 | 105,397 |
Current liabilities | ||
Accounts payable | 98,249 | 40,455 |
Accrued expenses | 9,206 | 6,584 |
Current portion of long-term debt | 873 | |
Total current liabilities | 107,455 | 47,912 |
Long-term debt, net of current portion | 182,668 | 96,665 |
Liabilities under tax receivable agreement | 22,498 | |
Other long-term liabilities | 2,834 | 319 |
Total liabilities | 315,455 | 144,896 |
Stockholders'/Members’ (deficit) equity: | ||
Members' Equity | 79,547 | |
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of December 31, 2020 | ||
Additional paid-in capital | 384,611 | |
Accumulated Deficit | (418,973) | (193,143) |
Total stockholders' (deficit) attributable to MediaAlpha Inc., and members' (deficit) | (33,773) | (113,596) |
Non-controlling interests | (71,345) | |
Total stockholders'/members' deficit | (105,118) | (113,596) |
Total liabilities and stockholders'/members' deficit | 210,337 | 105,397 |
Redeemable Class A | ||
Current liabilities | ||
Redeemable Class A units | $ 74,097 | |
Class A Common | ||
Stockholders'/Members’ (deficit) equity: | ||
Class A common stock, $0.01 par value - 1.0 billion shares authorized; 33.4 million shares issued and outstanding as of December 31, 2020 | 334 | |
Total stockholders'/members' deficit | 334 | |
Class B Common | ||
Stockholders'/Members’ (deficit) equity: | ||
Class A common stock, $0.01 par value - 1.0 billion shares authorized; 33.4 million shares issued and outstanding as of December 31, 2020 | 255 | |
Total stockholders'/members' deficit | $ 255 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.01 |
Preferred stock, authorized | 50,000,000 |
Preferred stock, issued | 0 |
Preferred stock, outstanding | 0 |
Class A Common | |
Common stock, par value | $ / shares | $ 0.01 |
Common stock, authorized | 1,000,000,000 |
Common stock, issued | 33,400,000 |
Common stock, outstanding | 33,400,000 |
Class B Common | |
Common stock, par value | $ / shares | $ 0.01 |
Common stock, authorized | 100,000,000 |
Common stock, issued | 25,500,000 |
Common stock, outstanding | 25,500,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 584,814 | $ 408,005 | $ 296,910 |
Cost and operating expenses | |||
Cost of revenue | 499,434 | 342,909 | 247,670 |
Sales and marketing | 20,483 | 13,822 | 11,739 |
Product development | 12,449 | 7,042 | 10,339 |
General and administrative | 32,913 | 19,391 | 7,843 |
Total cost and operating expenses | 565,279 | 383,164 | 277,591 |
Income from operations | 19,535 | 24,841 | 19,319 |
Other expense | 2,302 | ||
Interest expense | 7,938 | 7,021 | 1,194 |
Total other expense | 10,240 | 7,021 | 1,194 |
Income before income taxes | 9,295 | 17,820 | 18,125 |
Income tax (benefit) | (1,267) | ||
Net income | 10,562 | 17,820 | 18,125 |
Net (loss) attributable to non-controlling interest | (4,238) | ||
Net income attributable to MediaAlpha, Inc. | $ (4,366) | ||
Net (loss) per share of Class A common stock - basic and diluted | $ (0.14) | ||
Weighted average shares of Class A common stock outstanding - basic and diluted | 32,134,170 | ||
QL Holdings LLC | |||
Cost and operating expenses | |||
Net income | $ 19,166 | $ 17,820 | $ 18,125 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Class A units, Members' Equity (Deficit), and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Redeemable Class A | Member's Equity (Deficit) | Class A Common Stock | Class B Common Stock | Non-Controlling Interest | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2017 | $ 37,409 | $ 75,129 | $ (37,720) | |||||
Equity-based compensation | 824 | 824 | ||||||
Member distributions | (15,878) | (15,878) | ||||||
Net income | 18,125 | 18,125 | ||||||
Ending balance at Dec. 31, 2018 | 40,480 | 75,953 | (35,473) | |||||
Issuance of Class A units | $ 62,806 | |||||||
Issuance of Class A units, Shares | 284,211 | |||||||
Class A units repurchased | (62,806) | (62,806) | ||||||
Remeasurement of redeemable Class A units | (11,291) | $ 11,291 | (11,291) | |||||
Class B units repurchased | (5,753) | (5,753) | ||||||
Equity-based compensation | 3,594 | 3,594 | ||||||
Member distributions | (95,640) | (95,640) | ||||||
Net income | 17,820 | 17,820 | ||||||
Ending balance at Dec. 31, 2019 | (113,596) | 79,547 | (193,143) | |||||
Ending balance, Shares at Dec. 31, 2019 | 284,211 | |||||||
Ending balance at Dec. 31, 2019 | $ 74,097 | |||||||
Remeasurement of redeemable Class A units | (106,969) | 106,969 | (106,969) | |||||
Class B units repurchased | (2,244) | (2,244) | ||||||
Equity-based compensation | 5,571 | 5,571 | ||||||
Member distributions | (131,417) | (131,417) | ||||||
Net income before Reorganization Transactions | 19,166 | 19,166 | ||||||
Effect of Reorganization transactions | 206,015 | $ (181,066) | $ (85,118) | $ 261 | $ 303 | $ (79,735) | $ 370,304 | |
Effect of reorganization transactions, Shares | (284,211) | 26,141,535 | 30,308,492 | |||||
Establishment of liabilities under tax receivable agreement andrelated changes to deferred tax assets associated with increases in taxbasis | (16,354) | (16,354) | ||||||
Issuance of Class A common stock, net of issuance costs | 111,952 | $ 71 | 111,881 | |||||
Issuance of Class A common stock, net of issuance costs, Shares | 7,027,606 | |||||||
Repurchase of Class B common stock | (84,368) | $ (48) | 12,538 | (96,858) | ||||
Repurchase of Class B common stock, Shares | (4,772,449) | |||||||
Net income | 10,562 | |||||||
Vesting of restricted stock units | 2 | $ 2 | ||||||
Vesting of restricted stock units, Shares | 230,047 | |||||||
Equity- based compensation, net of forfeitures | 19,963 | 90 | 19,873 | |||||
Equity- based compensation, net of forfeitures, Shares | (28,132) | |||||||
Shares withheld on tax withholding on vesting of restricted stock units | (4,235) | (4,235) | ||||||
Net (loss) after Reorganization Transactions | (8,604) | (4,238) | (4,366) | |||||
Ending balance at Dec. 31, 2020 | $ (105,118) | $ 334 | $ 255 | $ (71,345) | $ 384,611 | $ (418,973) | ||
Ending balance, Shares at Dec. 31, 2020 | 33,371,056 | 25,536,043 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from operating activities | |||
Net income | $ 10,562 | $ 17,820 | $ 18,125 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Non-cash equity-based compensation expense | 24,745 | 2,308 | 824 |
Depreciation expense on property and equipment | 289 | 272 | 187 |
Amortization of intangible assets | 3,201 | 5,381 | 11,769 |
Amortization of deferred debt issuance costs | 1,228 | 665 | 15 |
Loss on extinguishment of debt | 1,998 | ||
Bad debt expense | 526 | 354 | 533 |
Deferred taxes | (545) | ||
Tax receivable agreement liability adjustments | 413 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (40,809) | (19,216) | (5,155) |
Prepaid expenses and other current assets | (6,482) | (162) | (262) |
Other assets | (4,375) | ||
Accounts payable | 57,793 | 13,441 | (5,373) |
Accrued expenses | 2,866 | 1,280 | 1,986 |
Net cash provided by operating activities | 51,410 | 22,143 | 22,649 |
Cash flows from investing activities | |||
Purchases of property and equipment | (296) | (146) | (630) |
Acquisition of intangible assets | (148) | (10) | |
Purchase of cost method investment | (10,000) | ||
Net cash (used in) investing activities | (10,296) | (294) | (640) |
Cash flows from financing activities | |||
Proceeds from issuance of Class A common stock, net of underwriter commission | 124,179 | ||
Issuance of long-term debt | 210,000 | 100,000 | |
Revolving line of credit | 7,500 | 3,000 | |
Member contributions | 62,806 | ||
Repayments on revolving line of credit | (7,500) | (9,000) | |
Repayments on long-term debt | (123,648) | (15,073) | (3,567) |
Debt issuance costs | (4,467) | (2,303) | |
Repurchase of Class B units at QLH up to fair value | (1,453) | (4,467) | |
IPO costs to third parties | (12,227) | ||
Shares withheld for taxes on vesting of restricted stock units | (4,235) | ||
Repurchase of Class B common stock | (84,320) | ||
Redemption of Class A units | (62,806) | ||
Member distributions | (131,417) | (95,640) | (15,878) |
Net cash (used in) financing activities | (27,588) | (17,483) | (25,445) |
Net increase (decrease) in cash and cash equivalents | 13,526 | 4,366 | (3,436) |
Cash and cash equivalents, beginning of period | 10,028 | 5,662 | 9,098 |
Cash and cash equivalents, end of period | 23,554 | 10,028 | 5,662 |
Supplemental disclosures of cash flow information | |||
Interest | 6,040 | 6,399 | $ 1,201 |
Redemption of Class B units of QLH in excess of fair value | 791 | $ 1,286 | |
Non-cash Investing and Financing Activities: | |||
Establishment of liabilities under the tax receivable agreement in connection with the Reorganization Transactions | (22,085) | ||
Establishment of tax indemnification receivable in connection with the Reorganization Transactions | (1,835) | ||
Establishment of deferred tax assets in connection with the Reorganization Transactions | $ (31,068) |
Organization and Background
Organization and Background | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Background | MediaAlpha, Inc. Notes to the Consolidated Financial Statements 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 corporate headquarters is in Los Angeles, California, with additional offices throughout the United States. Organization and Initial Public Offering MediaAlpha, Inc. was incorporated as a Delaware corporation on July 9, 2020 in contemplation of an initial public offering (“IPO”). Following a series of reorganization transactions, we serve as the ultimate holding company, by and through our 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 we completed our 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. We received $124.2 million, net of underwriting discounts and commissions. In connection with the completion of our IPO, we completed a series of reorganization transactions (“Reorganization Transactions”) pursuant to a reorganization agreement by and among Parent Company, 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 we amended and restated our certificate of incorporation to authorize two classes of common stock, Class A common stock and Class B common stock; • the amendment and restatement of QLH’s limited liability company agreement (the Fourth Amended and Restated Limited Liability Agreement of QLH) to, among other things, convert legacy Class A units of QLH held by Intermediate Holdco into voting, managing member Class A-1 units and to convert all other legacy Class A and Class B units held by Insignia, the Senior Executives and Legacy Profit Interests Holders into non-managing member, non-voting Class B-1 units of QLH; • the contribution by White Mountains Capital, Inc. of Intermediate Holdco to Parent Company in exchange for 24,142,096 shares of Class A common stock of Parent Company; and • the issuance of 30,308,492 shares of Class B common stock to Insignia, Senior Executives and the Legacy Profit Interests Holders, and the issuance of 1,999,439 shares of Class A common stock to the Legacy Profit Interests Holders. As a result, MediaAlpha, Inc., through Intermediate Holdco, is the sole managing member of QLH and consolidates the financial results of QLH and its subsidiaries and reports a non-controlling interest related to the portion of Class B-1 Units not owned by MediaAlpha, Inc. The Reorganization was considered a transaction between entities under common control. As a result, the financial statements for periods prior to our IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Exchange Agreement On October 27, 2020, the Company entered into an exchange agreement with Insignia and the Senior Executives, which each hold 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 Class B common stock, from time to time, may exchange one Class B share, 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). We have reserved for issuance 25,536,043 shares of our 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 our IPO, we 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 us to pay Insignia and the Senior Executives 85% of the cash savings, if any, in U.S. federal, state and local income tax we realize (or are deemed to realize) as a result of (i) any increases in tax basis following our purchase (through Intermediate Holdco) of Class B-1 units of QLH from certain unitholders (including the Selling Class B-1 Unit Holders) in connection with the IPO, as well as any 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 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 we realize (or are 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 our payment obligations under the TRA. Impact of COVID-19 The COVID-19 pandemic continues to impact the United States and many countries around the world. The outbreak and government measures taken in response have had a significant impact, both direct and indirect, on businesses and commerce. The future progression of the pandemic and its effects on our business and operations are uncertain and we are unable to estimate the full impact at this time. However, our travel vertical has experienced a decline in revenue and, although we do not believe the situation will materially impact our liquidity or capital position, we do not expect revenue from the travel vertical to recover in the foreseeable future. We are monitoring the potential impact of the COVID-19 pandemic on our business, results of operations and financial condition. To date, we have not experienced material business disruptions or incurred impairment losses in the carrying values of our assets as result of the pandemic and are not aware of any specific related event or circumstance that would require us to revise the estimates reflected in these consolidated financial statements. The extent to which the COVID-19 pandemic will further impact our business, results of operations and financial condition, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related effects. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements include the accounts of MediaAlpha, Inc. and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As discussed in Note 1, as a result of our IPO and Reorganization, MediaAlpha, Inc., through Intermediate Holdco, is the sole managing member of QLH and consolidates the financial results of QLH and its subsidiaries and reports a non-controlling interest related to the portion of Class B-1 Units not owned by MediaAlpha, Inc., which reduces net income attributable to holders of MediaAlpha Inc.’s Class A common stock. The Reorganization was considered a transaction between entities under common control. As a result, the financial statements for periods prior to our IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, certain disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, valuation of goodwill and long-lived assets for impairment, inputs into the valuation of our equity-based compensation related QLH Class B Units, estimates of deferred tax assets related to the step-up in basis under the TRA, and the associated liability under the TRA 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. On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers the Financial Accounting Standards Board ("FASB"), Generally, the Company’s contracts with buyers specify a period of time covered and a budget governing spend limits. Many of our agreements with our 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 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 platform transactions, the Company has control over the Consumer Referrals that are sold to buyers. 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 internet search companies to drive consumers to the Company’s proprietary websites and suppliers. The Company is the principal in the open platform 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 our private platform 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 platform transactions and recognizes revenue on 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 platform 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 doubtful accounts by considering a number of factors including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. 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 doubtful accounts. The Company reported an allowance for doubtful accounts of $0.4 million as of December 31, 2020 and $0.3 million as of December 31, 2019. Concentrations of Credit Risk and of Significant Customers and Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts, and believes it is not exposed to unusual credit risk beyond the normal credit risk in this area based on the financial strength of institutions with which the Company maintains its deposits. The Company’s accounts receivable, which are unsecured, may expose the Company to credit risk due to collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivables, and recording allowances for doubtful accounts when these receivables become uncollectible. Customer concentrations for the years ended December 31, 2020 and 2019 consisted of one customer that accounted for approximately $132.3 million, or 23%, and $78.8 million, or 19%, of revenue, respectively. Our two largest customers accounted for approximately $23.7 million and $9.8 million, or 24% and 10%, respectively of the Company’s accounts receivable as of December 31, 2020 compared to one customer for approximately $4.7 million, or 8%, as of December 31, 2019. The Company’s accounts payable can expose the Company to business risks such as supplier concentrations. For the year ended December 31, 2020, supplier concentrations consisted of one supplier that accounted for approximately $60.0 million, or 11% of total purchases and for the twelve months ended December 31, 2019 two suppliers that accounted for approximately $84.6 million, or 24%, of total purchases. Our two largest suppliers accounted for approximately $24.5 million, or 25%, of the Company’s total accounts payable as of December 31, 2020 compared to $14.7 million, or 36%, as of December 31, 2019. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization expense is calculated using the straight-line method over the estimated useful lives of each asset as follows: Estimated useful life Leasehold improvements The shorter of their lease term or the estimated useful life of the improvements Computer 3 years Furniture and fixtures 3 years Betterments, renewals, and extraordinary repairs that materially extend the useful lives of assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation and amortization applicable to assets retired are removed from the accounts, and the gain or loss on disposition is recognized in the consolidated statement of operations for the period. Internal-use software development costs The Company capitalizes certain costs incurred in connection with developing internal use software. The Company expenses all costs that relate to the planning and post-implementation phases of development as operating expenses. Costs incurred in the development phase are capitalized and amortized over the product’s estimated useful life. Costs associated with the repair or maintenance of existing software is included in operating expenses. 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. As the Company’s software product is mature, costs incurred on development of new features and functionality in 2020 and 2019 were insignificant; therefore, the Company did not capitalize any software development costs during the period. Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805 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 first performs a qualitative assessment to determine whether it is necessary to perform a goodwill impairment test. The Company 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, the next step is to identify 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. Finite-lived intangible assets include technology and intellectual property, customer relationships, costs to acquire third-party publishers, non-compete agreements and domain names 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, 2020 and 2019, there were no impairments recognized for goodwill or intangible assets, based on the testing performed at the end of each fiscal year. 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, 2020 and 2019, 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, 2020 and 2019 consist of payments to suppliers and costs to acquire traffic from search engines. Deferred debt issuance costs Costs incurred that are directly associated with obtaining access to capital under credit facilities are capitalized and amortized to interest expense over the terms of the applicable debt agreements using the effective interest method. Unamortized deferred costs are presented as a direct deduction from the carrying amount of the related long-term debt on the accompanying consolidated balance sheets. Deferred initial public offering costs Deferred offering costs are capitalized, and consist of legal, consulting, banking, and accounting fees directly attributable to the IPO. The Company reclassified $12.2 million for the year ended December 31, 2020 and $0.0 for the year ended December 31, 2019 and 2018, of offering costs into stockholders’ equity as a reduction of the net proceeds received from the IPO. As of December 31, 2020 and 2019, no offering costs were deferred on the consolidated balance sheets. Equity-based compensation The Company incurs equity-based compensation expense primarily from restricted stock units (“RSUs”), and unvested LLC Units of QLH. Equity awards to employees are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date. 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 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 records forfeitures related to equity-based compensation for its awards based on actual forfeitures as they occur. Prior to the IPO, the Company maintained a QLH Class B Restricted Unit Plan (the "QLH Plan"), whereby QLH had the authority to issue units in the form of profits interests to directors, employees, managers, independent contractors, and advisors of QLH and its subsidiaries upon approval of the Board of Directors. The Class B units were equity-classified share-based payments and were recognized utilizing the straight-line method. The fair value of the QLH Class B profits interests was determined on the grant date using the option pricing model. As per the original award terms, all unvested Profit Interest Units on the IPO date were exchanged into QLH Class B-1 units, which when vested, together with Class B common stock are exchangeable for Class A common stock. The awards are no longer in the form of profits interests post-IPO. The Company classifies equity-based compensation expense in its consolidated statements of operations in the same manner in which the recipient’s payroll costs are classified or in which the recipient’s service payments are classified. Segment information The Company operates in the United States and in a single operating segment. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Related Party Transactions Prior to the IPO, Members’ equity, specifically the legacy Class A and Class B units in QLH, was held by related parties. Subsequent to the IPO, Class B common stock is also held by related parties. Therefore, equity transactions recorded in Members’ equity or Class B common stock are related party transactions. We are also party to the Tax Receivable Agreements under which we are contractually committed to pay the Class B-1 unit holders in QLH 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize as a result of certain transactions. Leases The Company categorizes non-cancellable leases at their inception as either operating or capital leases. Costs for operating leases that include incentives such as payment escalations or rent abatements are recognized on a straight-line basis over the term of the lease. Additionally, inducements received from lessors are treated as a reduction of costs over the term of the agreement. Valuation of redeemable Class A units Mezzanine equity classification is required in accordance with ASC 480, Distinguishing Liabilities from Equity when an equity instrument is redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the shareholder, or (3) upon the occurrence of an event that is not solely within the control of the reporting entity. Prior to IPO, QLH’s Class A units held by Insignia Capital Group featured redemption rights that were considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Conditionally redeemable Class A units (including Class A units that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within QLH’s control) are classified as temporary equity. At all other times, shares of Class A units were classified as members’ (deficit) equity. QLH recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A units are effected by charges to accumulated deficit. The redeemable Class A units are not part of the Company’s equity structure subsequent to the IPO and Reorganization Transaction and thus are presented only in the comparative balance sheet. 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 defines fair value, establishes a framework for measuring fair value under US GAAP and enhances disclosures about fair value measurements. 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 to be 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 and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. Although market quotes for the fair value of long-term debt related to the Company’s revolving line of credit and term loan are not readily available, the Company believes its carrying value approximates fair value because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, without any penalty. Sales taxes ASC 606-10 provides that the presentation of taxes assessed by a governmental authority, which are directly imposed on revenue-producing transactions (i.e., sales, use, and excise taxes) between a seller and a customer, on a gross basis (included in revenue and costs), or on a net basis (excluded from revenue), is a management decision on accounting policies that should be disclosed. In addition, for any such taxes that are reported on a gross basis, the amounts of those taxes should be disclosed in the consolidated financial statements for each period for which a consolidated statement of operations is presented, if those amounts are significant. The Company has elected to exclude sales taxes from revenue. Cost of revenue The Company’s cost of revenue is comprised primarily of payments to suppliers and traffic acquisition costs paid to top tier search engines as well as telephony infrastructure costs, internet and hosting, merchant fees, salaries and related expenses, amortization expense and other expenses. For the years ended December 31, 2020,2019 and 2018 cost of revenue was $499.4 million, $342.9 million, and $247.7 million respectively. The costs consisted primarily of 417.7 million of payments to suppliers and $74.4 million of traffic acquisition costs during 2020, $284.5 million of payments to suppliers and $54.2 million of traffic acquisition costs during 2019, and $210.1 million of payments to suppliers and $34.0 million of traffic acquisition costs during 2018. Other costs including salaries and related expenses, internet and hosting, amortization, and other expenses were $7.4 million, $4.2 million, and $3.5 million for the years ended December 31, 2020, 2019, and 2018, respectively. 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 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 our consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized on our consolidated statement of operations in the period in which the enactment date occurs. The Company records valuation allowances against our deferred tax assets when they are more-likely-than-not to be realized. In making such a determination, we consider 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. The Company recognizes interest and penalties related to the liability for unrecognized tax benefits, if any, as a component of the income tax expense line in the accompanying consolidated statement of operations. The Company records uncertain tax positions on the basis of a two-step process: (1) determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. As of the years ended December 31, 2020, the Company recognized $2.3 million in liabilities for uncertain tax positions included within other long-term liabilities on our consolidated balance sheet. In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance allows companies to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which they are subject to the rules (the period cost method), or (ii) account for GILTI in the Company’s measurement of deferred taxes (the deferred method). After completing the analysis of the GILTI provisions, we elected to account for GILTI using the period cost method. Non-controlling interest In connection with the Reorganization Transactions, the Company became, the sole managing member of QLH and as a result consolidates the results of operations of QLH. In accordance with the QLH’s limited liability company agreement Earnings (Loss) per share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to MediaAlpha, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. The Company’s Class B common stock are excluded as it represents the voting rights of the legacy QLH holders and have no economic rights at MediaAlpha, Inc. Diluted earnings (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period following the Reorganization Transaction including Class B-1 units of QLH and Class A restricted shares that are convertible into 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. Earnings per share is presented for the two-month period between the IPO of October 27, 2020 and the year ended December 31, 2020. Prior to the IPO the QLH membership structure consisted of Class A Units and B Units. MediaAlpha, Inc.’s current capital structure is not reflective of the capital structure of QLH prior to the Reorganization Transactions. Therefore, net (loss) per share has not been presented for the portion of the fiscal year ended prior to the completion of the Reorganization Transactions, or for the years ended December 31, 2019 and 2018. Tax Receivable Agreement The Company is a party to the TRA under which we are contractually committed to pay the non-controlling interest holders in QLH 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize as a result of certain transactions. Amounts payable under the TRA are contingent upon, among other things, the generation of future taxable income. The projection of future taxable income involves significant judgment. In projecting future taxable income, we consider our historical results and incorporate certain Comprehensive Income For the year ended December 31, 2020, 2019, and 2018, the Company did not have any differences between its net income and comprehensive income. New Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act, or the JOBS Act, allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. Recently issued not yet adopted accounting pronouncements In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , to require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In February 2020, the FASB issued ASU 2020-02, Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842)—Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) (SEC Update), which amends the language in Subtopic 326-20 and addresses questions primarily regarding documentation and company policies. The guidance in ASU 2016-13 and ASU 2020-02 related to credit losses is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is |
Disaggregation of Revenue
Disaggregation of Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Disaggregation of Revenue | 3. Disaggregation of revenue The following table shows the Company’s revenue disaggregated by transaction model: Year Ended December 31, (in thousands) 2020 2019 2018 Open platform transactions $ 573,242 $ 399,945 $ 291,331 Private platform transactions $ 11,572 8,060 5,579 Revenue $ 584,814 $ 408,005 $ 296,910 The following table shows the Company’s revenue disaggregated by product vertical: Year Ended December 31, (in thousands) 2020 2019 2018 Property & casualty insurance $ 397,710 $ 219,467 $ 162,088 Health insurance 139,796 104,261 71,437 Life insurance 30,313 33,012 28,542 Other 16,995 51,265 34,843 Revenue $ 584,814 $ 408,005 $ 296,910 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 4. Property and equipment Property and equipment consisted of Year ended December 31, (in thousands) 2020 2019 Leasehold improvements $ 918 $ 783 Furniture and fixtures 318 302 Computers 360 215 Property and equipment, gross 1,596 1,300 Less: Accumulated depreciation (834 ) (545 ) Property and equipment, net $ 762 $ 755 Depreciation expense related to property and equipment amounted to $0.3 million, $0.3 million, and $0.2 million for the years ended December 31, 2020, 2019, and 2018, respectively. |
Goodwill and Intangible assets
Goodwill and Intangible assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and intangible assets Goodwill and intangible assets consisted of: December 31, 2020 December 31, 2019 (in thousands) Useful life (months) Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Technology and intellectual property 60 $ - $ - $ — $ 32,027 $ (32,027 ) $ — Customer relationships 120 25,040 (10,016 ) 15,024 25,040 (7,094 ) 17,946 Costs to acquire third party publishers 24 - - — 1,363 (1,363 ) - Non-compete agreements 60 303 (211 ) 92 303 (155 ) 148 Domain names 60 1,224 (789 ) 435 1,224 (566 ) 658 Intangible assets $ 26,567 $ (11,016 ) $ 15,551 $ 59,957 $ (41,205 ) $ 18,752 Goodwill Indefinite $ 18,402 — $ 18,402 $ 18,402 — $ 18,402 Amortization expense related to intangible assets amounted to $3.2 million, $5.4 million, and $11.8 million for the years ended December 31, 2020, 2019, and 2018, respectively. We did not have any impairments of goodwill for the years ended December 31 2020 and 2019, respectively. The following table presents the change in goodwill and intangible assets: December 31, 2020 December 31, 2019 (in thousands) Goodwill Intangible assets Goodwill Intangible assets Beginning balance at January 1, $ 18,402 $ 18,752 $ 18,402 $ 23,985 Addition to goodwill and intangible assets — — — 148 Amortization — (3,201 ) — (5,381 ) Ending balance $ 18,402 $ 15,551 $ 18,402 $ 18,752 As of December 31, 2020, future amortization expense on identifiable intangible assets with estimable useful lives over the next five years is as follows: (in thousands) Amortization expense 2021 $ 2,983 2022 2,730 2023 2,388 2024 2,211 2025 2,028 Thereafter 3,211 $ 15,551 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 6. Accrued expenses Accrued expenses consisted of: As of December 31, 2020 December 31, 2019 (in thousands) Accrued liabilities Accrued payroll and related expenses $ 6,686 $ 4,954 Accrued operating expenses 1,545 754 Other accrued expenses 975 876 Total accrued liabilities $ 9,206 $ 6,584 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 7. Long-term debt Credit facility 2019 Revolver and Term Loan On February 26, 2019, QLH, through its subsidiaries acting as borrower and guarantor, entered into a secured credit facility (“2019 Credit Facilities”) with Monroe Capital. The credit facility was comprised of (a) a term loan in an initial principal amount of $100.0 million (“2019 Term Loan Facility”) and (b) a revolving line of credit of up to $5.0 million (“2019 Revolving Credit Facility”). Proceeds from the $100.0 million 2019 Term Loan Facility were used to (i) repay the 2017 Term Loan Facility in full, (ii) pay a cash dividend to QLH Class A Unit Holders and certain QLH Class B Unit Holders, (iii) pay transaction expenses, and (iv) fund the redemption of certain QLH Class A and Class B Unit Holders for cash. On June 12, 2019, we executed an amendment to the 2019 Credit Facilities to include City National Bank as a lender. Monroe Capital assigned $25.0 million of the 2019 Term Loan Facility and the entire $5.0 million of the 2019 Revolving Credit Facility to City National Bank. In connection with the assignment of the debt, the applicable margin on borrowings was reduced from LIBOR plus 5.50% to LIBOR plus 4.85% and the Company incurred $0.2 million of debt issuance costs. This amendment was accounted for as a modification to the 2019 Credit Facilities. As of December 31, 2019, the Company had no outstanding amount drawn on the 2019 Revolving Credit Facility and $97.5 million outstanding, net of deferred debt issuance costs of $1.7 million, on the 2019 Term Loan Facility, of which $0.9 million was classified within current portion of long-term debt and $96.7 million was classified within long-term debt, net of current portion on our consolidated balance sheets. 2020 Revolver and Term Loan On September 23, 2020, the Company entered into a new senior secured credit facility (“2020 Credit Facilities”) with a syndicate of banks and financial institutions, comprising of (a) $210.0 million term loan (“2020 Term Loan Facility”), which was fully drawn at close and (b) a revolving line of credit of $5.0 million (“2020 Revolving Credit Facility”). Proceeds from the $210.0 million term loan were used to (i) repay the 2019 Term Loan Facilities in full, (ii) pay $105.8 million in cash distributions to QLH Class A Unit Holders and certain QLH Class B Unit Holders, and (iii) pay related transaction expenses. The 2020 Credit Facilities bear interest at a variable rate based upon, at the Company’s option, a per annum rate of either the Alternate Base Rate (“ABR”) or Adjusted LIBO Rate, plus an Applicable Rate (“ABR Borrowings” and “Eurodollar Borrowings”). The ABR is defined as a fluctuating interest rate equal to the greatest of (a) the U.S. Prime Rate published by the Wall Street Journal, (b) the NYFRB Rate plus 0.50% and (c) the Adjusted LIBO Rate for a one-month interest period plus 1.00%. If the ABR is determined to be less than 1.50%, such rate shall be deemed to be 1.50%. If the Adjusted LIBO Rate is determined to be less than 0.50%, such rate shall be deemed to 0.50%. The Applicable Rate is between 2.25% and 2.75% for ABR Borrowings and between 3.25% and 3.75% for Eurodollar borrowings based on the Company maintaining certain leverage ratios. The 2020 Credit Facilities are collateralized by substantially all of the Company’s assets and contain certain financial and non-financial covenants. The financial covenants include a minimum Fixed Charge Coverage Ratio and a maximum Total Net Leverage Ratio (in each case, as defined in the 2020 Credit Facilities). Non-financial covenants include restrictions on investments, dividends, asset sales, and the incurrence of additional debt and liens. As of December 31, 2020, we were in compliance with all covenants. The 2020 Credit Facilities have a maturity date of September 22, 2023, subject to an extension of the termination date, at which time all outstanding borrowings and accrued interest are due. Under the 2020 Term Loan Facility, principal repayments of $2.6 million are made On December 1, 2020, the Company prepaid $23.6 million of the 2020 Term Loan Facility pursuant to the contractual repayment option not subject to a penalty (the “Prepayment”). As of December 31, 2020, the Company had no outstanding amount drawn on the 2020 Revolving Credit Facility and $182.7 million outstanding on the 2020 Term Loan Facility, net of deferred debt issuance costs of $3.7 million classified within long-term debt, net of current portion on our consolidated balance sheet. Additionally, during the year ended December 31, 2020, the Company recognized a loss on extinguishment of the 2019 Credit Facilities of $2.0 million, which has been recorded within other expenses on our consolidated statement of operations. The expected future principal payments for all borrowings as of December 31, 2020 is as follows (in thousands): (in thousands) Contractual maturity 2021 $ - 2022 - 2023 186,375 Debt and issuance costs 186,375 Unamortized debt issuance costs (3,707 ) Total long-term debt $ 182,668 The Company incurred interest expense of $7.9 million, $7.0 million, and $1.2 million for the years ended December 31, 2020, 2019, and 2018, respectively. Included in interest expense is $1.2 million, $0.7 million, and $0.0 million of amortization of debt issuance costs for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, and 2019, unamortized deferred debt issuance costs amounted to $3.7 million and $1.7 million. Accrued interest was $0.7 million as of December 31, 2020 and less than $0.1 million as of December 31, 2019, respectively. The carrying amount of the current and long-term debt under the 2019 and 2020 Credit Facilities approximated their fair values because these borrowings have a variable interest rate structure with no prepayment penalties and are classified within the Level 2 hierarchy. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and contingencies Operating leases The Company is obligated under certain non-cancellable operating leases for its facilities, which expire on various dates through 2027. Certain facility leases contain predetermined fixed escalation of minimum rents. The Company recognizes rent expense on a straight-line basis for these leases and records the difference between recognized rental expense and the amounts payable under the lease agreement as deferred rent. The deferred rent liability was $0.4 million as of December 31, 2020 and 2019. Total rental expense amounted to $0.7 million, $0.5 million, and $0.4 million for the years ended December 31, 2020, 2019, and 2018, respectively, and is recorded in operating expenses in the consolidated statements of operations. Future minimum lease payments under the non-cancellable leases are as follows: (in thousands) Rent Payments Year Ended December 31, 2021 $ 747 2022 771 2023 780 2024 813 2025 838 Thereafter 652 Total $ 4,601 Litigation The Company is subject to certain legal proceedings and claims that arise in the normal course of business. In the opinion of management, the Company does not believe that the amount of liability, if any, as a result of these proceedings and claims will have a materially adverse effect on the Company’s consolidated financial position, results of operations, and cash flows. As of December 31, 2020, and 2019, the Company does not have any contingency reserves established for any litigation liabilities. |
Redeemable Class A units, Membe
Redeemable Class A units, Members’ Equity, and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Redeemable Class A units, Members’ Equity, and Stockholders' Equity | 9. Redeemable Class A units, Members’ Equity, and Stockholders' Equity Amendment and Restatement of Certificate of Incorporation In connection with the Reorganization Transactions we amended and restated our 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 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 our 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 our 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 our 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 held by the non-controlling interest holders and the number of shares of Class B common stock held by the noncontrolling interest holders. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Each share of our Class B common stock will be redeemed and cancelled by us 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 our election, cash of an equivalent value). We must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of Class A-1 unit owned by us (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 we completed our 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. We received $124.2 million, net of underwriting discounts and commissions, which we 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 us, 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 QL 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 above, 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 control the management of QLH. Redeemable Class A Units As described in Note 1, in connection with the Reorganization Transactions, the QLH’s limited liability company agreement was amended and restated to, among other things, effectuate the conversion of 284,221 redeemable convertible preferred units into Class B-1 Units. Prior to the Reorganization Transactions QLH’s Class A units that were held by Insignia feature a redemption right that was considered to be outside of the Company’s control. The Company considered these Class A units, subject to possible redemption, in accordance with the guidance in FASB ASC 480. Conditionally redeemable Class A units (including Class A units that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within QLH’s control) are classified as temporary equity. As of December 31, 2019, 284,211 units of the 1,136,842 outstanding Class A units were classified outside of permanent equity. Distribution to Legacy Profit Interest Holders Upon completion of the September 23, 2020 recapitalization event, QuoteLab, LLC executed a leveraged distribution, borrowing approximately $210 million from its lender and, after satisfying existing indebtedness and transaction related expenses, issued net proceeds to QLH as a dividend. A portion of these debt proceeds were distributed to Senior Executives, certain Legacy Profit Interest Holders, White Mountains, and Insignia as a dividend. The leveraged distribution was distributed to all Legacy Profits Interests Holders, whether vested or unvested, as long as the Participation Threshold was met. |
Equity-based Compensation Plans
Equity-based Compensation Plans | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-based Compensation Plans | 10. Equity-based compensation plans A summary of equity-based compensation cost recognized during the year ended December 31, 2020, 2019, and 2018 is as follows: 2020 2019 2018 QLH Class B units $ 5,556 $ 3,594 $ 824 QLH restricted Class B-1 units 90 - - Restricted Class A shares 211 - - Restricted stock units 19,679 - - Equity-based compensation expense $ 25,536 $ 3,594 $ 824 Total income tax benefit recognized related to equity-based compensation $ 3,088 $ - $ - Equity-based compensation cost is allocated to the following expense categories in its condensed consolidated statement of operations during the year ended December 31, 2020, 2019 and 2018 as follows: 2020 2019 2018 Cost of revenue $ 2,809 $ 181 $ 54 Sales and marketing 6,544 1,384 425 Product development 4,723 532 167 General and administrative 11,460 1,497 178 Total equity-based compensation $ 25,536 $ 3,594 $ 824 No compensation cost was capitalized during fiscal 2020, 2019, or 2018. QLH Class B Profits Interests Prior to the IPO, the Company maintained a QLH Class B Restricted Unit Plan (the "QLH Plan"), whereby QLH had the authority to issue up to 177,300 Class B units in the form of profits interests to directors, employees, managers, independent contractors, and advisors of QLH and its subsidiaries upon approval of the Board of Directors. The QLH Class B units granted to employees were generally subject to a four-year vesting period, whereby the awards become 25% vested on the first anniversary of the vesting commencement date and then vest ratably on a monthly basis thereafter through the end of the vesting period. The Class B units are equity-classified share-based payments and were recognized utilizing the straight-line method. In connection with the IPO, the Board of Directors approved the acceleration of vesting on a portion of certain employees’ awards as of the IPO date. As a result of this modification, there was no incremental compensation cost; however, the Company recognized $2.7 million of compensation cost on the IPO date related to the portion of the awards that were accelerated. As required per the original award terms, all awards on the IPO date, related to 43 employees or their beneficiaries, were exchanged to have substantially equivalent rights and to maintain the grantees’ ownership interests in the remaining assets of the Company. The senior executives received Class B-1 units, which, when vested, together with shares of Company Class B are exchangeable for shares of Company Class A common stock. All other grantees received shares of Company Class A common stock. The awards continue to be subject to the QLH Plan, and those that are unvested are subject to the same vesting terms and conditions. The awards remain equity-classified; however, the awards are no longer in the form of profits interests. A portion of vested awards on the IPO date were settled for cash. Ultimately, as of the IPO date, all of the legacy QLH Class B profits interests were either (1) settled for cash or (2) cancelled in exchange for QLH Class B-1 units and Company Class A shares. The fair value of the QLH Class B profits interests was determined on the grant date using the option pricing model based on the following assumptions: Twelve months ended December 31, 2020 2019 2018 Expected term (in years) 0.5 - 2 years 2 - 3 years 3 -5 years Expected volatility 70% - 88% 70%-75% 50-55% Expected dividend yield — — — Risk-free interest rate 0.11% - 1.41% 1.58% - 2.19% 2.57% - 2.74% Discount for lack of marketability 25% - 30% 30% 30% A summary of Class B Unit activity for fiscal years 2020, 2019, and 2018 is as follows: Number of Units Weighted - average grant-date fair value Aggregate Intrinsic Value (in thousands) QLH Class B units Outstanding as of December 31, 2017 81,590 $ 41.36 $ 6,274 Granted 19,000 62.08 Repurchased - - Forfeited (2,500 ) 46.09 Settled or cancelled - - Outstanding as of December 31, 2018 98,090 $ 45.25 $ 22,244 Granted 100,738 $ 71.69 Repurchased (31,799 ) 44.61 Forfeited (3,229 ) 46.09 Settled or cancelled - - Outstanding as of December 31, 2019 163,800 $ 61.62 $ 28,622 Granted 25,500 $ 105.85 Repurchased (8,568 ) 51.03 Forfeited (3,432 ) 74.22 Settled or cancelled (1) (177,300 ) 68.25 Outstanding as of December 31, 2020 - $ - $ - (1) For the year ended December 31, 2020, 2019, and 2018, cash used to settle redemptions of Class B units was $19.4 million, $5.8 million, and $0.0 million, respectively. Redemptions include redemptions arising in connection with the Insignia Recapitalization, optional unit repurchases by the Company following an employee’s termination of employment, and settlement of a portion of the grantee’s awards upon the IPO. During the year ended December 31, 2020, 2019, and 2018, the Company recognized $0.8 million, $1.3 million, and $0 million, respectively, of equity-based compensation cost for the amount by which the Class B units were redeemed in excess of fair value at the date of redemption. These amounts are included within operating cash flow. During the year ended December 31, 2020, 2019, and 2018, the redemption amount which was not in excess of fair value on the date of redemption was $18.6 million, $4.5 million, and $0 million, respectively. Cash used to settle a portion of the awards upon the IPO was $15.9 million (net of underwriter discounts), which was included within financing cash flow, as the cash payment did not exceed the fair value of the award at the date of repurchase. QLH Restricted Class B-1 Units Upon the IPO, senior executives that held legacy QLH Class B profits interests received QLH Class B-1 units, which have a substantially equivalent value and which together with Company Class B shares can be exchanged for Company Class A shares when vested. The cancellation and concurrent replacement of Class B profits interests 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 Company Class A shares (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 profits interests 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 profits interests under the QLH Plan. Under the QLH Plan, 6,470,599 QLH 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 Class B profits interests, is recognized utilizing the straight-line method. Grantees have made 83(b) election under the Internal Revenue Code; therefore, the QLH Class B-1 Units are subject to gross share settlement. A summary of unvested QLH Class B-1 unit activity for 2020, 2019, and 2018 is as follows : Number of Units Weighted - average grant-date fair value QLH Class B-1 units Unvested and outstanding as of December 31, 2019 - - Granted 583,398 $ 2.79 Vested (53,047 ) 1.77 Forfeited (5,667 ) 1.93 Settled or cancelled - - Unvested and outstanding as of December 31, 2020 524,684 $ 2.90 As of December 31, 2020, total unrecognized compensation cost related to unvested QLH Class B-1 units was $1.4 million which is expected to be recognized over a weighted average period of 3.0 years. The total fair value of QLH Class B-1 units that vested during the year ended December 31, 2020, 2019, and 2018 was $2.0 million, $0, and $0, respectively. Company Restricted Class A Shares Upon the IPO, non-senior executives that held legacy QLH Class B profits interests received Company Class A shares. The cancellation and concurrent replacement of the QLH Class B profits interests for Company Class A shares was considered as 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 profits interests 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 profits interests under the QLH Plan. Under the QLH Plan, 6,470,599 QLH 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 profits interests, is recognized utilizing the straight-line method. Grantees have made 83(b) election under the Internal Revenue Code; therefore, the Company Restricted Class A shares are subject to gross share settlement. A summary of unvested Company Class A share activity for 2020, 2019, and 2018 is as follows: Number of Units Weighted - average grant-date fair value Restricted Class A Shares Unvested and outstanding as of December 31, 2019 - - Granted 1,210,253 $ 3.21 Vested (120,516 ) 1.72 Forfeited (28,132 ) 1.93 Settled or cancelled - - Unvested and outstanding as of December 31, 2020 1,061,605 $ 3.41 As of December 31, 2020, total unrecognized compensation cost related to unvested Company Class A shares was $3.3 million, which is expected to be recognized over a weighted average period of 3.06 years. The total fair value of Company restricted Class A shares that vested during fiscal 2020, 2019, and 2018 was $4.5 million $0, and $0, respectively. Restricted Stock Units In October 2020, the Company adopted the 2020 Omnibus Incentive Plan (the "Omnibus Plan") under which the Company may grant up to 12,506,550 restricted stock units and other equity-based awards to employees, directors, officers, and consultants of the Company. The restricted stock units represent the right to receive one share of Company Class A common stock. The restricted stock units granted generally vest quarterly over periods ranging from three to four years. However, a portion of some restricted stock unit grants were already fully vested based on employee tenure as of the grant date, which resulted in a requisite service period which is shorter than three to four years. The restricted stock units 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 to the participants, net 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 restricted stock units 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 fiscal years 2020, 2019, and 2018 is as follows: Number of Units Weighted - average grant-date fair value RSUs Unvested and outstanding as of December 31, 2019 - - Granted 5,822,790 $ 22.22 Vested (339,914 ) 38.39 Forfeited - - Settled or cancelled - - Unvested and outstanding as of December 31, 2020 5,482,876 $ 21.22 As of December 31, 2020, total unrecognized compensation cost related to unvested restricted stock units was $109.7 million, which is expected to be recognized over a weighted average period of 2.85 years. The total fair value of Company restricted stock units that vested during the year ended December 31, 2020, 2019, and 2018 was $13.0 million, $0, and $0, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes MediaAlpha, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from QL Holdings, LLC based upon MediaAlpha, Inc.’s economic interest held in QLH. QLH is treated as a pass-through partnership for income tax reporting purposes and not subject to federal income tax. Accordingly, the Company is not liable for income taxes on the portion of QL Holdings, LLC’s earnings not allocated to it. The results for the years ended December 31, 2019 and 2018 do not reflect income tax expense because, prior to the Reorganization Transactions, the consolidated QL Holdings, LLC pass-through entity was not subject to corporate tax. For financial reporting purposes, income before income taxes includes the following components: Year Ended December 31, (in thousands) 2020 2019 2018 United States $ 9,048 $ - $ - Foreign 247 Total $ 9,295 $ — $ — Components of income tax expense consisted of the following for the years indicated: Year Ended December 31, (in thousands) 2020 2019 2018 Current income tax expense (benefit) Federal $ (417 ) $ - $ - State (438 ) - - Foreign 51 - - $ (804 ) $ - $ - Deferred income tax expense (benefit) Federal $ (354 ) $ - $ - State (108 ) - - Foreign (1 ) - - $ (463 ) $ - $ - Income tax (benefit) $ (1,267 ) $ - $ - A reconciliation of the United States statutory income tax rate to the Company's effective income tax rate is as follows for the years indicated: Year Ended December 31, 2020 2019 2018 Statutory federal tax rate 21.0 % 21.0 % 21.0 % Income attributable to noncontrolling interests and nontaxable income -33.3 % -21.0 % -21.0 % State income taxes, net of federal benefit -1.1 % Transaction costs 3.4 % Change in uncertain tax positions -3.3 % Other -0.1 % 0.0 % Effective income tax rate -13.4 % 0.0 % 0.0 % The Company’s effective tax rate was (13.4)% in 2020, in comparison to the U.S. statutory tax rate in 2020 of 21.0%. The comparison of our effective tax rate to the U.S. statutory tax rate was primarily influenced by the fact that the Company is not liable for income taxes on the portion of QLH’s earnings that are attributable to the non-controlling interests and was not a taxable entity prior to the Reorganization Transactions. Our accounting for the indefinite reinvestment assertion is complete. In general, it is our intention to permanently reinvest all earnings in excess of previously taxed amounts. While we believe that the financial reporting bases may be greater than the tax bases of investments in foreign subsidiaries for any earnings in excess of previously taxed amounts, such amounts are considered permanently reinvested. Our accounting policy choice for GILTI is complete. Under U.S. GAAP, we are allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the period cost method) or (2) factoring such amounts into the measurement of our deferred taxes (the deferred method). We selected the period cost method. Details of the Company’s deferred tax assets and liabilities are as follows: Year Ended December 31, (in thousands) 2020 2019 Deferred tax assets: Investment in partnership $ 25,443 $ - Net operating loss carryforwards and tax credits 1,906 - Tax receivable agreement 5,324 - Other 846 - Total $ 33,519 $ - Valuation allowance (1,906 ) - Total deferred tax assets $ 31,613 $ - Deferred tax liabilities: Total deferred tax liabilities $ - $ - Deferred tax assets $ 31,613 $ - As of December 31, 2020, the Company had state net operating loss carryforwards (“NOLs”) of $13.7 million, of which all have definite lives. State NOLs of $0.3 million will begin to expire in 2028. As of December 31, 2020, the Company had foreign tax credit carryforwards of $1.0 million, which will begin to expire in 2028. Valuation allowances will be recognized on deferred tax assets if it is more-likely-than-not that some or all of the deferred tax assets will not be utilized. In measuring deferred tax assets, the Company considers all available evidence, both positive and negative, to determine whether a valuation allowance is needed. As of December 31, 2020, the Company recorded a $1.9 million valuation allowance against deferred tax assets related to state NOLs and foreign tax credits as it believes it is more likely-than-not that such attributes will expire prior to utilization. . A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for the years indicated. The Company did not have uncertain tax benefits during the years ended December 31, 2019 and 2018 because, prior to the Reorganization Transactions, the Company was not subject to corporate income taxes. Year Ended December 31, (in thousands) 2020 2019 2018 Beginning balance $ - $ - $ - Increase related to Reorganization Transactions 1,925 - - Increase related to current year tax positions 731 - - Decrease related to lapse in applicable statute of limitations (385 ) - - Ending balance $ 2,271 $ — $ — As of December 31, 2020, the total liability related to uncertain tax positions was $2.3 million. Out of this amount of $1.8 million has been indemnified by White Mountains, . 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, 2020, the Company’s federal income tax returns for the years 2017 through 2019 and state and local tax returns for the years 2015 through 2018, and foreign income tax returns for the years 2018 and 2019 remain open and are subject to examination. Currently, no tax authorities are auditing any of the Company’s income tax matters. Tax Receivable Agreement In connection with the Reorganization Transactions and the IPO, the Company entered into the TRA, with Insignia, Senior Executives, and White Mountain. The Company expects to obtain an increase in its share of the tax basis in the net assets of QLH as Class B-1 units are redeemed from or exchanged (or, at our election, cash of an equivalent value). The Company intends to treat any redemptions and exchanges of Class B-1 units as direct purchases Class B-1 units 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 we realize (or are 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 our payment obligations under the TRA. The Company expects to benefit from the remaining 15% of any of cash savings that it realizes. No payments were made to pursuant to the TRA during the year ended December 31, 2020. 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. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share for the period following the IPO (in thousands except per share amounts): For the period October 27, 2020 through December 31, 2020 Numerator: Net (loss) $ (8,604 ) Less: net (loss) attributable to non-controlling interest (4,238 ) Net (loss) attributable to MediaAlpha, Inc. $ (4,366 ) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted 32,134,170 Net (loss) per share of Class A common stock - basic and diluted $ (0.14 ) During the period October 27, 2020 through December 31, 2020, the Company incurred net losses and, therefore, the effect of the Company’s potentially dilutive securities were not included in the calculation of diluted loss per share as the effect would be anti-dilutive. The following table contains share/unit totals with a potentially dilutive impact: As of December 31, 2020 QLH Class B / B-1 Units (Replacement awards) 25,571,996 Restricted Class A Shares 1,061,605 Restricted stock units 5,482,876 Potential dilutive shares 32,116,477 |
Non-Controlling Interest
Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | 13 . Non-Controlling Interest As of December 31, 2020, the non-controlling interests of QLH owned 42.9% of the outstanding LLC Units, with the remaining 57.1% owned by MediaAlpha, Inc. As of December 31, 2019, the Reorganization Transactions had not yet occurred and the Company held no interest in QLH. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 14 . The following table contains selected unaudited consolidated statement of operations information for each quarter of the years ended December 31, 2020 and 2019. We have prepared the unaudited quarterly consolidated statements of operations data on a consistent basis with the consolidated financial statements included in this Annual Report on Form 10-K. The results of historical periods are not necessarily indicative of results for a full year or for any future period. (in thousands except per share amounts) Three Months Ended Dec. 31, 2020 Sept. 30, 2020 Jun. 30, 2020 Mar. 31, 2020 Revenue 190,205 151,548 123,616 119,445 Income (loss) from Operations (11,127 ) 8,431 11,681 10,550 Net (loss) income $ (13,238 ) $ 4,819 $ 10,146 $ 8,835 Net income (loss) attributable to QLH prior to Reorganization Transaction $ (4,634 ) $ 4,819 $ 10,146 $ 8,835 Net (loss) attributable to non-controlling interest (4,238 ) - - - Net (loss) income attributable to MediaAlpha, Inc. $ (4,366 ) $ - $ - $ - Net (loss) per share of Class A common stock - basic and diluted $ (0.14 ) $ - $ - $ - Three Months Ended Dec. 31, 2019 Sept. 30, 2019 Jun. 30, 2019 Mar. 31, 2019 Revenue 126,148 110,397 89,111 82,349 Income (loss) from Operations 12,139 9,683 7,335 (4,316 ) Net income (loss) $ 10,377 $ 7,763 $ 4,959 $ (5,279 ) Net income (loss) attributable to QLH prior to Reorganization Transaction $ 10,377 $ 7,763 $ 4,959 $ (5,279 ) Net income (loss) attributable to Non-controlling interest - - - - Net income (loss) attributable to MediaAlpha, Inc. $ - $ - $ - $ - Net (loss) per share of Class A common stock - basic and diluted $ - $ - $ - $ - |
Schedule I - Valuation and Qual
Schedule I - Valuation and Qualifying Accounts and Allowances | 12 Months Ended |
Dec. 31, 2020 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule I - Valuation and Qualifying Accounts and Allowances | Schedule I – Valuation and Qualifying Accounts and Allowances Balance at Beginning of the period Additions during the period Write-offs Balance at End of period Deferred tax valuation allowance Fiscal year 2020 $ - 1,906 - $ 1,906 Fiscal year 2019 $ - - - $ - Fiscal year 2018 $ - - - $ - Allowance for doubtful accounts Fiscal year 2020 $ 302 526 (388 ) $ 441 Fiscal year 2019 $ 480 354 (532 ) $ 302 Fiscal year 2018 $ 40 532 (92 ) $ 480 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | 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 our IPO and Reorganization, MediaAlpha, Inc., through Intermediate Holdco, is the sole managing member of QLH and consolidates the financial results of QLH and its subsidiaries and reports a non-controlling interest related to the portion of Class B-1 Units not owned by MediaAlpha, Inc., which reduces net income attributable to holders of MediaAlpha Inc.’s Class A common stock. The Reorganization was considered a transaction between entities under common control. As a result, the financial statements for periods prior to our IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. |
Use of estimates | 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, valuation of goodwill and long-lived assets for impairment, inputs into the valuation of our equity-based compensation related QLH Class B Units, estimates of deferred tax assets related to the step-up in basis under the TRA, and the associated liability under the TRA |
Revenue recognition | 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. On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers the Financial Accounting Standards Board ("FASB"), Generally, the Company’s contracts with buyers specify a period of time covered and a budget governing spend limits. Many of our agreements with our 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 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 platform transactions, the Company has control over the Consumer Referrals that are sold to buyers. 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 internet search companies to drive consumers to the Company’s proprietary websites and suppliers. The Company is the principal in the open platform 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 our private platform 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 platform transactions and recognizes revenue on 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 platform 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 Cash and cash equivalents consist entirely of cash deposits. |
Accounts receivable | 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 doubtful accounts by considering a number of factors including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. 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 doubtful accounts. The Company reported an allowance for doubtful accounts of $0.4 million as of December 31, 2020 and $0.3 million as of December 31, 2019. |
Concentrations of Credit Risk and of Significant Customers and Suppliers | Concentrations of Credit Risk and of Significant Customers and Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts, and believes it is not exposed to unusual credit risk beyond the normal credit risk in this area based on the financial strength of institutions with which the Company maintains its deposits. The Company’s accounts receivable, which are unsecured, may expose the Company to credit risk due to collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivables, and recording allowances for doubtful accounts when these receivables become uncollectible. Customer concentrations for the years ended December 31, 2020 and 2019 consisted of one customer that accounted for approximately $132.3 million, or 23%, and $78.8 million, or 19%, of revenue, respectively. Our two largest customers accounted for approximately $23.7 million and $9.8 million, or 24% and 10%, respectively of the Company’s accounts receivable as of December 31, 2020 compared to one customer for approximately $4.7 million, or 8%, as of December 31, 2019. The Company’s accounts payable can expose the Company to business risks such as supplier concentrations. For the year ended December 31, 2020, supplier concentrations consisted of one supplier that accounted for approximately $60.0 million, or 11% of total purchases and for the twelve months ended December 31, 2019 two suppliers that accounted for approximately $84.6 million, or 24%, of total purchases. Our two largest suppliers accounted for approximately $24.5 million, or 25%, of the Company’s total accounts payable as of December 31, 2020 compared to $14.7 million, or 36%, as of December 31, 2019. |
Property and equipment | Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization expense is calculated using the straight-line method over the estimated useful lives of each asset as follows: Estimated useful life Leasehold improvements The shorter of their lease term or the estimated useful life of the improvements Computer 3 years Furniture and fixtures 3 years Betterments, renewals, and extraordinary repairs that materially extend the useful lives of assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation and amortization applicable to assets retired are removed from the accounts, and the gain or loss on disposition is recognized in the consolidated statement of operations for the period. |
Internal-use software development costs | Internal-use software development costs The Company capitalizes certain costs incurred in connection with developing internal use software. The Company expenses all costs that relate to the planning and post-implementation phases of development as operating expenses. Costs incurred in the development phase are capitalized and amortized over the product’s estimated useful life. Costs associated with the repair or maintenance of existing software is included in operating expenses. 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. As the Company’s software product is mature, costs incurred on development of new features and functionality in 2020 and 2019 were insignificant; therefore, the Company did not capitalize any software development costs during the period. |
Business combinations | Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805 |
Goodwill and intangible assets | 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 first performs a qualitative assessment to determine whether it is necessary to perform a goodwill impairment test. The Company 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, the next step is to identify 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. Finite-lived intangible assets include technology and intellectual property, customer relationships, costs to acquire third-party publishers, non-compete agreements and domain names 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, 2020 and 2019, there were no impairments recognized for goodwill or intangible assets, based on the testing performed at the end of each fiscal year. |
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, 2020 and 2019, there were no impairments recognized for long-lived assets. |
Accounts payable | 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, 2020 and 2019 consist of payments to suppliers and costs to acquire traffic from search engines. |
Deferred debt issuance costs | Deferred debt issuance costs Costs incurred that are directly associated with obtaining access to capital under credit facilities are capitalized and amortized to interest expense over the terms of the applicable debt agreements using the effective interest method. Unamortized deferred costs are presented as a direct deduction from the carrying amount of the related long-term debt on the accompanying consolidated balance sheets. |
Deferred initial public offering costs | Deferred initial public offering costs |
Equity-based compensation | Equity-based compensation The Company incurs equity-based compensation expense primarily from restricted stock units (“RSUs”), and unvested LLC Units of QLH. Equity awards to employees are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date. 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 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 records forfeitures related to equity-based compensation for its awards based on actual forfeitures as they occur. Prior to the IPO, the Company maintained a QLH Class B Restricted Unit Plan (the "QLH Plan"), whereby QLH had the authority to issue units in the form of profits interests to directors, employees, managers, independent contractors, and advisors of QLH and its subsidiaries upon approval of the Board of Directors. The Class B units were equity-classified share-based payments and were recognized utilizing the straight-line method. The fair value of the QLH Class B profits interests was determined on the grant date using the option pricing model. As per the original award terms, all unvested Profit Interest Units on the IPO date were exchanged into QLH Class B-1 units, which when vested, together with Class B common stock are exchangeable for Class A common stock. The awards are no longer in the form of profits interests post-IPO. The Company classifies equity-based compensation expense in its consolidated statements of operations in the same manner in which the recipient’s payroll costs are classified or in which the recipient’s service payments are classified. |
Segment information | Segment information The Company operates in the United States and in a single operating segment. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. |
Related Party Transactions | Related Party Transactions Prior to the IPO, Members’ equity, specifically the legacy Class A and Class B units in QLH, was held by related parties. Subsequent to the IPO, Class B common stock is also held by related parties. Therefore, equity transactions recorded in Members’ equity or Class B common stock are related party transactions. We are also party to the Tax Receivable Agreements under which we are contractually committed to pay the Class B-1 unit holders in QLH 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize as a result of certain transactions. |
Leases | Leases The Company categorizes non-cancellable leases at their inception as either operating or capital leases. Costs for operating leases that include incentives such as payment escalations or rent abatements are recognized on a straight-line basis over the term of the lease. Additionally, inducements received from lessors are treated as a reduction of costs over the term of the agreement. |
Valuation of redeemable Class A units | Valuation of redeemable Class A units Mezzanine equity classification is required in accordance with ASC 480, Distinguishing Liabilities from Equity when an equity instrument is redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the shareholder, or (3) upon the occurrence of an event that is not solely within the control of the reporting entity. Prior to IPO, QLH’s Class A units held by Insignia Capital Group featured redemption rights that were considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Conditionally redeemable Class A units (including Class A units that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within QLH’s control) are classified as temporary equity. At all other times, shares of Class A units were classified as members’ (deficit) equity. QLH recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A units are effected by charges to accumulated deficit. The redeemable Class A units are not part of the Company’s equity structure subsequent to the IPO and Reorganization Transaction and thus are presented only in the comparative balance sheet. |
Fair value measurements | 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 defines fair value, establishes a framework for measuring fair value under US GAAP and enhances disclosures about fair value measurements. 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 to be 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 and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. Although market quotes for the fair value of long-term debt related to the Company’s revolving line of credit and term loan are not readily available, the Company believes its carrying value approximates fair value because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, without any penalty. |
Sales taxes | Sales taxes ASC 606-10 provides that the presentation of taxes assessed by a governmental authority, which are directly imposed on revenue-producing transactions (i.e., sales, use, and excise taxes) between a seller and a customer, on a gross basis (included in revenue and costs), or on a net basis (excluded from revenue), is a management decision on accounting policies that should be disclosed. In addition, for any such taxes that are reported on a gross basis, the amounts of those taxes should be disclosed in the consolidated financial statements for each period for which a consolidated statement of operations is presented, if those amounts are significant. The Company has elected to exclude sales taxes from revenue. |
Cost of revenue | 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, amortization expense and other expenses. For the years ended December 31, 2020,2019 and 2018 cost of revenue was $499.4 million, $342.9 million, and $247.7 million respectively. The costs consisted primarily of 417.7 million of payments to suppliers and $74.4 million of traffic acquisition costs during 2020, $284.5 million of payments to suppliers and $54.2 million of traffic acquisition costs during 2019, and $210.1 million of payments to suppliers and $34.0 million of traffic acquisition costs during 2018. Other costs including salaries and related expenses, internet and hosting, amortization, and other expenses were $7.4 million, $4.2 million, and $3.5 million for the years ended December 31, 2020, 2019, and 2018, respectively. |
Income taxes | 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 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 our consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized on our consolidated statement of operations in the period in which the enactment date occurs. The Company records valuation allowances against our deferred tax assets when they are more-likely-than-not to be realized. In making such a determination, we consider 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. The Company recognizes interest and penalties related to the liability for unrecognized tax benefits, if any, as a component of the income tax expense line in the accompanying consolidated statement of operations. The Company records uncertain tax positions on the basis of a two-step process: (1) determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. As of the years ended December 31, 2020, the Company recognized $2.3 million in liabilities for uncertain tax positions included within other long-term liabilities on our consolidated balance sheet. In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance allows companies to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which they are subject to the rules (the period cost method), or (ii) account for GILTI in the Company’s measurement of deferred taxes (the deferred method). After completing the analysis of the GILTI provisions, we elected to account for GILTI using the period cost method. |
Non-controlling interest | Non-controlling interest In connection with the Reorganization Transactions, the Company became, the sole managing member of QLH and as a result consolidates the results of operations of QLH. In accordance with the QLH’s limited liability company agreement |
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 are excluded as it represents the voting rights of the legacy QLH holders and have no economic rights at MediaAlpha, Inc. Diluted earnings (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period following the Reorganization Transaction including Class B-1 units of QLH and Class A restricted shares that are convertible into 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. Earnings per share is presented for the two-month period between the IPO of October 27, 2020 and the year ended December 31, 2020. Prior to the IPO the QLH membership structure consisted of Class A Units and B Units. MediaAlpha, Inc.’s current capital structure is not reflective of the capital structure of QLH prior to the Reorganization Transactions. Therefore, net (loss) per share has not been presented for the portion of the fiscal year ended prior to the completion of the Reorganization Transactions, or for the years ended December 31, 2019 and 2018. |
Tax Receivable Agreement | Tax Receivable Agreement The Company is a party to the TRA under which we are contractually committed to pay the non-controlling interest holders in QLH 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize as a result of certain transactions. Amounts payable under the TRA are contingent upon, among other things, the generation of future taxable income. The projection of future taxable income involves significant judgment. In projecting future taxable income, we consider our historical results and incorporate certain |
Comprehensive Income | Comprehensive Income For the year ended December 31, 2020, 2019, and 2018, the Company did not have any differences between its net income and comprehensive income. |
New Accounting Pronouncements | New Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act, or the JOBS Act, allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. Recently issued not yet adopted accounting pronouncements In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , to require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In February 2020, the FASB issued ASU 2020-02, Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842)—Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) (SEC Update), which amends the language in Subtopic 326-20 and addresses questions primarily regarding documentation and company policies. The guidance in ASU 2016-13 and ASU 2020-02 related to credit losses is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020 and January 2021, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU 2021-01, Reference Rate Reform (Topic 848): Scope , respectively. ASU 2020-04 and ASU 2021-01 provide optional expedients and exceptions for applying U.S. GAAP, to contracts, and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and ASU 2021-01 on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Property and Equipment | Depreciation and amortization expense is calculated using the straight-line method over the estimated useful lives of each asset as follows: Estimated useful life Leasehold improvements The shorter of their lease term or the estimated useful life of the improvements Computer 3 years Furniture and fixtures 3 years |
Disaggregation of Revenue (Tabl
Disaggregation of Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table shows the Company’s revenue disaggregated by transaction model: Year Ended December 31, (in thousands) 2020 2019 2018 Open platform transactions $ 573,242 $ 399,945 $ 291,331 Private platform transactions $ 11,572 8,060 5,579 Revenue $ 584,814 $ 408,005 $ 296,910 The following table shows the Company’s revenue disaggregated by product vertical: Year Ended December 31, (in thousands) 2020 2019 2018 Property & casualty insurance $ 397,710 $ 219,467 $ 162,088 Health insurance 139,796 104,261 71,437 Life insurance 30,313 33,012 28,542 Other 16,995 51,265 34,843 Revenue $ 584,814 $ 408,005 $ 296,910 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of Year ended December 31, (in thousands) 2020 2019 Leasehold improvements $ 918 $ 783 Furniture and fixtures 318 302 Computers 360 215 Property and equipment, gross 1,596 1,300 Less: Accumulated depreciation (834 ) (545 ) Property and equipment, net $ 762 $ 755 |
Goodwill and Intangible assets
Goodwill and Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Intangible Assets | Goodwill and intangible assets consisted of: December 31, 2020 December 31, 2019 (in thousands) Useful life (months) Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Technology and intellectual property 60 $ - $ - $ — $ 32,027 $ (32,027 ) $ — Customer relationships 120 25,040 (10,016 ) 15,024 25,040 (7,094 ) 17,946 Costs to acquire third party publishers 24 - - — 1,363 (1,363 ) - Non-compete agreements 60 303 (211 ) 92 303 (155 ) 148 Domain names 60 1,224 (789 ) 435 1,224 (566 ) 658 Intangible assets $ 26,567 $ (11,016 ) $ 15,551 $ 59,957 $ (41,205 ) $ 18,752 Goodwill Indefinite $ 18,402 — $ 18,402 $ 18,402 — $ 18,402 |
Summary of Change in Goodwill and Intangible Assets | The following table presents the change in goodwill and intangible assets: December 31, 2020 December 31, 2019 (in thousands) Goodwill Intangible assets Goodwill Intangible assets Beginning balance at January 1, $ 18,402 $ 18,752 $ 18,402 $ 23,985 Addition to goodwill and intangible assets — — — 148 Amortization — (3,201 ) — (5,381 ) Ending balance $ 18,402 $ 15,551 $ 18,402 $ 18,752 |
Summary of Future Amortization Expense on Identifiable Intangible Assets | As of December 31, 2020, future amortization expense on identifiable intangible assets with estimable useful lives over the next five years is as follows: (in thousands) Amortization expense 2021 $ 2,983 2022 2,730 2023 2,388 2024 2,211 2025 2,028 Thereafter 3,211 $ 15,551 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of: As of December 31, 2020 December 31, 2019 (in thousands) Accrued liabilities Accrued payroll and related expenses $ 6,686 $ 4,954 Accrued operating expenses 1,545 754 Other accrued expenses 975 876 Total accrued liabilities $ 9,206 $ 6,584 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Expected Future Principal Payments for Borrowings | The expected future principal payments for all borrowings as of December 31, 2020 is as follows (in thousands): (in thousands) Contractual maturity 2021 $ - 2022 - 2023 186,375 Debt and issuance costs 186,375 Unamortized debt issuance costs (3,707 ) Total long-term debt $ 182,668 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments Under Non-cancellable Leases | Future minimum lease payments under the non-cancellable leases are as follows: (in thousands) Rent Payments Year Ended December 31, 2021 $ 747 2022 771 2023 780 2024 813 2025 838 Thereafter 652 Total $ 4,601 |
Equity-based Compensation Pla_2
Equity-based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Equity-based Compensation Cost Recognized | A summary of equity-based compensation cost recognized during the year ended December 31, 2020, 2019, and 2018 is as follows: 2020 2019 2018 QLH Class B units $ 5,556 $ 3,594 $ 824 QLH restricted Class B-1 units 90 - - Restricted Class A shares 211 - - Restricted stock units 19,679 - - Equity-based compensation expense $ 25,536 $ 3,594 $ 824 Total income tax benefit recognized related to equity-based compensation $ 3,088 $ - $ - |
Schedule of Equity-based Compensation Expense | Equity-based compensation cost is allocated to the following expense categories in its condensed consolidated statement of operations during the year ended December 31, 2020, 2019 and 2018 as follows: 2020 2019 2018 Cost of revenue $ 2,809 $ 181 $ 54 Sales and marketing 6,544 1,384 425 Product development 4,723 532 167 General and administrative 11,460 1,497 178 Total equity-based compensation $ 25,536 $ 3,594 $ 824 |
RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Unvested Unit Activity | A summary of unvested restricted stock unit activity for fiscal years 2020, 2019, and 2018 is as follows: Number of Units Weighted - average grant-date fair value RSUs Unvested and outstanding as of December 31, 2019 - - Granted 5,822,790 $ 22.22 Vested (339,914 ) 38.39 Forfeited - - Settled or cancelled - - Unvested and outstanding as of December 31, 2020 5,482,876 $ 21.22 |
QLH Class B-1 Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Unvested Unit Activity | A summary of unvested QLH Class B-1 unit activity for 2020, 2019, and 2018 is as follows : Number of Units Weighted - average grant-date fair value QLH Class B-1 units Unvested and outstanding as of December 31, 2019 - - Granted 583,398 $ 2.79 Vested (53,047 ) 1.77 Forfeited (5,667 ) 1.93 Settled or cancelled - - Unvested and outstanding as of December 31, 2020 524,684 $ 2.90 |
Restricted Class A Shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Unvested Unit Activity | A summary of unvested Company Class A share activity for 2020, 2019, and 2018 is as follows: Number of Units Weighted - average grant-date fair value Restricted Class A Shares Unvested and outstanding as of December 31, 2019 - - Granted 1,210,253 $ 3.21 Vested (120,516 ) 1.72 Forfeited (28,132 ) 1.93 Settled or cancelled - - Unvested and outstanding as of December 31, 2020 1,061,605 $ 3.41 |
QLH Class B Profits Interests | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Option Pricing Model Assumptions for Determining Fair Value of Class B Units | The fair value of the QLH Class B profits interests was determined on the grant date using the option pricing model based on the following assumptions: Twelve months ended December 31, 2020 2019 2018 Expected term (in years) 0.5 - 2 years 2 - 3 years 3 -5 years Expected volatility 70% - 88% 70%-75% 50-55% Expected dividend yield — — — Risk-free interest rate 0.11% - 1.41% 1.58% - 2.19% 2.57% - 2.74% Discount for lack of marketability 25% - 30% 30% 30% |
QLH Class B Profits Interests | Class B Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Class B Units' Activity | A summary of Class B Unit activity for fiscal years 2020, 2019, and 2018 is as follows: Number of Units Weighted - average grant-date fair value Aggregate Intrinsic Value (in thousands) QLH Class B units Outstanding as of December 31, 2017 81,590 $ 41.36 $ 6,274 Granted 19,000 62.08 Repurchased - - Forfeited (2,500 ) 46.09 Settled or cancelled - - Outstanding as of December 31, 2018 98,090 $ 45.25 $ 22,244 Granted 100,738 $ 71.69 Repurchased (31,799 ) 44.61 Forfeited (3,229 ) 46.09 Settled or cancelled - - Outstanding as of December 31, 2019 163,800 $ 61.62 $ 28,622 Granted 25,500 $ 105.85 Repurchased (8,568 ) 51.03 Forfeited (3,432 ) 74.22 Settled or cancelled (1) (177,300 ) 68.25 Outstanding as of December 31, 2020 - $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Taxes | For financial reporting purposes, income before income taxes includes the following components: Year Ended December 31, (in thousands) 2020 2019 2018 United States $ 9,048 $ - $ - Foreign 247 Total $ 9,295 $ — $ — |
Summary of Components of Income Tax Expense | Components of income tax expense consisted of the following for the years indicated: Year Ended December 31, (in thousands) 2020 2019 2018 Current income tax expense (benefit) Federal $ (417 ) $ - $ - State (438 ) - - Foreign 51 - - $ (804 ) $ - $ - Deferred income tax expense (benefit) Federal $ (354 ) $ - $ - State (108 ) - - Foreign (1 ) - - $ (463 ) $ - $ - Income tax (benefit) $ (1,267 ) $ - $ - |
Reconciliation of United States Statutory Income Tax Rate to Company's Effective Income Tax Rate | A reconciliation of the United States statutory income tax rate to the Company's effective income tax rate is as follows for the years indicated: Year Ended December 31, 2020 2019 2018 Statutory federal tax rate 21.0 % 21.0 % 21.0 % Income attributable to noncontrolling interests and nontaxable income -33.3 % -21.0 % -21.0 % State income taxes, net of federal benefit -1.1 % Transaction costs 3.4 % Change in uncertain tax positions -3.3 % Other -0.1 % 0.0 % Effective income tax rate -13.4 % 0.0 % 0.0 % |
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) 2020 2019 Deferred tax assets: Investment in partnership $ 25,443 $ - Net operating loss carryforwards and tax credits 1,906 - Tax receivable agreement 5,324 - Other 846 - Total $ 33,519 $ - Valuation allowance (1,906 ) - Total deferred tax assets $ 31,613 $ - Deferred tax liabilities: Total deferred tax liabilities $ - $ - Deferred tax assets $ 31,613 $ - |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for the years indicated. The Company did not have uncertain tax benefits during the years ended December 31, 2019 and 2018 because, prior to the Reorganization Transactions, the Company was not subject to corporate income taxes. Year Ended December 31, (in thousands) 2020 2019 2018 Beginning balance $ - $ - $ - Increase related to Reorganization Transactions 1,925 - - Increase related to current year tax positions 731 - - Decrease related to lapse in applicable statute of limitations (385 ) - - Ending balance $ 2,271 $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 for the period following the IPO (in thousands except per share amounts): For the period October 27, 2020 through December 31, 2020 Numerator: Net (loss) $ (8,604 ) Less: net (loss) attributable to non-controlling interest (4,238 ) Net (loss) attributable to MediaAlpha, Inc. $ (4,366 ) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted 32,134,170 Net (loss) per share of Class A common stock - basic and diluted $ (0.14 ) |
Summary of Potential Dilutive Shares | The following table contains share/unit totals with a potentially dilutive impact: As of December 31, 2020 QLH Class B / B-1 Units (Replacement awards) 25,571,996 Restricted Class A Shares 1,061,605 Restricted stock units 5,482,876 Potential dilutive shares 32,116,477 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Unaudited Consolidated Statement of Operations Information | The following table contains selected unaudited consolidated statement of operations information for each quarter of the years ended December 31, 2020 and 2019. We have prepared the unaudited quarterly consolidated statements of operations data on a consistent basis with the consolidated financial statements included in this Annual Report on Form 10-K. The results of historical periods are not necessarily indicative of results for a full year or for any future period. (in thousands except per share amounts) Three Months Ended Dec. 31, 2020 Sept. 30, 2020 Jun. 30, 2020 Mar. 31, 2020 Revenue 190,205 151,548 123,616 119,445 Income (loss) from Operations (11,127 ) 8,431 11,681 10,550 Net (loss) income $ (13,238 ) $ 4,819 $ 10,146 $ 8,835 Net income (loss) attributable to QLH prior to Reorganization Transaction $ (4,634 ) $ 4,819 $ 10,146 $ 8,835 Net (loss) attributable to non-controlling interest (4,238 ) - - - Net (loss) income attributable to MediaAlpha, Inc. $ (4,366 ) $ - $ - $ - Net (loss) per share of Class A common stock - basic and diluted $ (0.14 ) $ - $ - $ - Three Months Ended Dec. 31, 2019 Sept. 30, 2019 Jun. 30, 2019 Mar. 31, 2019 Revenue 126,148 110,397 89,111 82,349 Income (loss) from Operations 12,139 9,683 7,335 (4,316 ) Net income (loss) $ 10,377 $ 7,763 $ 4,959 $ (5,279 ) Net income (loss) attributable to QLH prior to Reorganization Transaction $ 10,377 $ 7,763 $ 4,959 $ (5,279 ) Net income (loss) attributable to Non-controlling interest - - - - Net income (loss) attributable to MediaAlpha, Inc. $ - $ - $ - $ - Net (loss) per share of Class A common stock - basic and diluted $ - $ - $ - $ - |
Organization and Background - A
Organization and Background - Additional Information (Details) - USD ($) | Oct. 30, 2020 | Oct. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||
Proceeds from initial public offering, net of underwriting discounts and commissions | $ 12,200,000 | $ 0 | $ 0 | ||
White Mountains Capital, Inc. of Intermediate Holdco | Tax Receivables Agreement | |||||
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% | |||
Insignia and Senior Executives | Tax Receivables Agreement | |||||
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% | |||
QL Holdings LLC and Subsidiaries | |||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||
State in which the limited liability company or limited partnership was organized | Delaware | ||||
Company formation date | Mar. 7, 2014 | ||||
Class A Common | |||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||
Share reserved for issuance | 25,536,043 | ||||
Class A Common | Initial Public Offering (IPO) | |||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||
Shares issued | 7,027,606 | ||||
Public offering price, per share | $ 19 | ||||
Proceeds from initial public offering, net of underwriting discounts and commissions | $ 124,200,000 | ||||
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 | 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 | 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 | 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 | 30,308,492 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)CustomerSupplierReportingUnitSegment | Dec. 31, 2019USD ($)CustomerSupplier | Dec. 31, 2018USD ($) | |
Significant Accounting Policies [Line Items] | |||||||||||
Standard payment terms | The Company’s standard payment terms are 30-60 days | ||||||||||
Allowance for doubtful accounts | $ 400,000 | $ 300,000 | $ 400,000 | $ 300,000 | |||||||
Revenue | 190,205,000 | $ 151,548,000 | $ 123,616,000 | $ 119,445,000 | 126,148,000 | $ 110,397,000 | $ 89,111,000 | $ 82,349,000 | 584,814,000 | 408,005,000 | $ 296,910,000 |
Accounts receivable | 96,295,000 | 56,012,000 | 96,295,000 | 56,012,000 | |||||||
Cost of revenue | 499,434,000 | 342,909,000 | 247,670,000 | ||||||||
Accounts payable | 98,249,000 | 40,455,000 | $ 98,249,000 | 40,455,000 | |||||||
Number of reporting unit | ReportingUnit | 1 | ||||||||||
Impairments for goodwill or intangible assets | $ 0 | 0 | |||||||||
Impairments for long-lived assets | 0 | 0 | |||||||||
Proceeds from initial public offering, net of underwriting discounts and commissions | 12,200,000 | 0 | 0 | ||||||||
Deferred offering costs | 0 | 0 | $ 0 | 0 | |||||||
Number of operating segment | Segment | 1 | ||||||||||
Payments to suppliers | $ 417,700,000 | 284,500,000 | 210,100,000 | ||||||||
Traffic acquisition costs | 74,400,000 | 54,200,000 | 34,000,000 | ||||||||
Other costs | 7,400,000 | 4,200,000 | $ 3,500,000 | ||||||||
Liabilities for uncertain tax positions | 2,300 | $ 2,300 | |||||||||
Tax Receivables Agreement | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Percentage of amount to pay for tax benefits that actually realize | 85.00% | ||||||||||
QLH Class B-1 Unit Holders | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Percentage of amount to pay for tax benefits that actually realize | 85.00% | ||||||||||
Internal-use Software | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Estimated useful life | 3 years | ||||||||||
Capitalized software development costs | 0 | 0 | $ 0 | $ 0 | |||||||
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Number of major customer | Customer | 1 | 1 | |||||||||
Revenue | $ 132,300,000 | $ 78,800,000 | |||||||||
Concentration risk percentage | 23.00% | 19.00% | |||||||||
Customer Concentration Risk | Accounts Receivable | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Number of major customer | Customer | 2 | 1 | |||||||||
Concentration risk percentage | 8.00% | ||||||||||
Accounts receivable | 4,700,000 | $ 4,700,000 | |||||||||
Supplier Concentration Risk | Purchases | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Concentration risk percentage | 11.00% | 24.00% | |||||||||
Number of major supplier | Supplier | 1 | 2 | |||||||||
Cost of revenue | $ 60,000,000 | $ 84,600,000 | |||||||||
Supplier Concentration Risk | Accounts Payable Benchmark | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Concentration risk percentage | 25.00% | 36.00% | |||||||||
Number of major supplier | Supplier | 2 | 2 | |||||||||
Accounts payable | 24,500,000 | $ 14,700,000 | $ 24,500,000 | $ 14,700,000 | |||||||
Minimum | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Duration to cancel agreements | 30 days | ||||||||||
Amortization period of finite-lived intangible assets | 2 years | ||||||||||
Minimum | Customer Concentration Risk | Accounts Receivable | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Concentration risk percentage | 10.00% | ||||||||||
Accounts receivable | 9,800,000 | $ 9,800,000 | |||||||||
Maximum | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Duration to cancel agreements | 60 days | ||||||||||
Amortization period of finite-lived intangible assets | 10 years | ||||||||||
Maximum | Customer Concentration Risk | Accounts Receivable | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Concentration risk percentage | 24.00% | ||||||||||
Accounts receivable | $ 23,700,000 | $ 23,700,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Leasehold Improvements | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | The shorter of their lease term or the estimated useful life of the improvements |
Computer | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 3 years |
Furniture and Fixtures | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 3 years |
Disaggregation of Revenue - Sum
Disaggregation of Revenue - Summary of Disaggregation of Revenue by Transaction Model (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 190,205 | $ 151,548 | $ 123,616 | $ 119,445 | $ 126,148 | $ 110,397 | $ 89,111 | $ 82,349 | $ 584,814 | $ 408,005 | $ 296,910 |
Open Platform Transactions | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 573,242 | 399,945 | 291,331 | ||||||||
Private Platform Transactions | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 11,572 | $ 8,060 | $ 5,579 |
Disaggregation of Revenue - S_2
Disaggregation of Revenue - Summary of Disaggregation of Revenue by Product Vertical (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 190,205 | $ 151,548 | $ 123,616 | $ 119,445 | $ 126,148 | $ 110,397 | $ 89,111 | $ 82,349 | $ 584,814 | $ 408,005 | $ 296,910 |
Property & Casualty Insurance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 397,710 | 219,467 | 162,088 | ||||||||
Health Insurance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 139,796 | 104,261 | 71,437 | ||||||||
Life Insurance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 30,313 | 33,012 | 28,542 | ||||||||
Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 16,995 | $ 51,265 | $ 34,843 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,596 | $ 1,300 |
Less: Accumulated depreciation | (834) | (545) |
Property and equipment, net | 762 | 755 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 918 | 783 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 318 | 302 |
Computers | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 360 | $ 215 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 0.3 | $ 0.3 | $ 0.2 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets [Line Items] | |||
Gross carrying amount | $ 26,567 | $ 59,957 | |
Accumulated amortization | (11,016) | (41,205) | |
Net carrying amount | 15,551 | 18,752 | $ 23,985 |
Goodwill | $ 18,402 | 18,402 | |
Technology and Intellectual Property | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful life (months) | 60 months | ||
Gross carrying amount | 32,027 | ||
Accumulated amortization | (32,027) | ||
Customer Relationships | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful life (months) | 120 months | ||
Gross carrying amount | $ 25,040 | 25,040 | |
Accumulated amortization | (10,016) | (7,094) | |
Net carrying amount | $ 15,024 | 17,946 | |
Costs to Acquire Third Party Publishers | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful life (months) | 24 months | ||
Gross carrying amount | 1,363 | ||
Accumulated amortization | (1,363) | ||
Non-compete Agreements | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful life (months) | 60 months | ||
Gross carrying amount | $ 303 | 303 | |
Accumulated amortization | (211) | (155) | |
Net carrying amount | $ 92 | 148 | |
Domain Names | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful life (months) | 60 months | ||
Gross carrying amount | $ 1,224 | 1,224 | |
Accumulated amortization | (789) | (566) | |
Net carrying amount | $ 435 | $ 658 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization expense related to intangible assets | $ 3,201,000 | $ 5,381,000 | $ 11,769,000 |
Impairment of goodwill | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Change in Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill, Beginning balance | $ 18,402 | ||
Goodwill, Ending balance | 18,402 | $ 18,402 | |
Intangible assets, Beginning balance | 18,752 | 23,985 | |
Additions to intangible assets | 148 | ||
Intangible assets, Amortization | (3,201) | (5,381) | $ (11,769) |
Intangible assets, Ending balance | $ 15,551 | $ 18,752 | $ 23,985 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Future Amortization Expense on Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
2021 | $ 2,983 | ||
2022 | 2,730 | ||
2023 | 2,388 | ||
2024 | 2,211 | ||
2025 | 2,028 | ||
Thereafter | 3,211 | ||
Net carrying amount | $ 15,551 | $ 18,752 | $ 23,985 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued liabilities | ||
Accrued payroll and related expenses | $ 6,686 | $ 4,954 |
Accrued operating expenses | 1,545 | 754 |
Other accrued expenses | 975 | 876 |
Total accrued liabilities | $ 9,206 | $ 6,584 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | Dec. 01, 2020 | Sep. 23, 2020 | Jun. 12, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 26, 2019 |
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 200,000 | $ 4,467,000 | $ 2,303,000 | ||||
Long-term debt | 182,668,000 | ||||||
Deferred debt issuance costs | 3,707,000 | ||||||
Current portion of long-term debt | 873,000 | ||||||
Long-term debt, net of current portion | 182,668,000 | 96,665,000 | |||||
Cash distribution to QLH class A Unit holders and certain QLH class B unit holders | $ 105,800,000 | ||||||
Loss on extinguishment of debt | (1,998,000) | ||||||
Interest expense | 7,900,000 | 7,000,000 | $ 1,200,000 | ||||
Amortization of deferred debt issuance costs | 1,228,000 | 665,000 | $ 15,000 | ||||
Unamortized deferred debt issuance costs | 3,700,000 | 1,700,000 | |||||
Interest Payable | 700,000 | ||||||
Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Interest Payable | 100,000 | ||||||
LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 5.50% | ||||||
Debt instrument, reduced interest rate | 4.85% | ||||||
2019 Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility assigned to third party | $ 5,000,000 | ||||||
Outstanding amount drawn under revolving credit facility | 0 | ||||||
2019 Revolving Credit Facility | Monroe Capital | |||||||
Debt Instrument [Line Items] | |||||||
Revolving line of credit | $ 5,000,000 | ||||||
2020 Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Revolving line of credit | 5,000,000 | ||||||
Outstanding amount drawn under revolving credit facility | 0 | ||||||
2019 Credit Facilities | Other Expense | |||||||
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | (2,000,000) | ||||||
2019 Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Term loan facility assigned to third party | $ 25,000,000 | ||||||
Long-term debt | 97,500,000 | ||||||
Deferred debt issuance costs | 1,700,000 | ||||||
Current portion of long-term debt | 900,000 | ||||||
Long-term debt, net of current portion | $ 96,700,000 | ||||||
2019 Term Loan Facility | Monroe Capital | |||||||
Debt Instrument [Line Items] | |||||||
Initial principal amount of term loan | 100,000,000 | ||||||
Proceeds from term loan | $ 100,000,000 | ||||||
2020 Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Initial principal amount of term loan | 210,000,000 | ||||||
Proceeds from term loan | $ 210,000,000 | ||||||
Long-term debt | 182,700,000 | ||||||
Deferred debt issuance costs | 3,700,000 | ||||||
Debt instrument, periodic payment | $ 2,600,000 | ||||||
Debt instrument, frequency of periodic payment | quarterly | ||||||
Debt instrument, date of first required payment | Dec. 31, 2020 | ||||||
Prepayment of term loan facility | $ 23,600,000 | ||||||
ABR Borrowings | 2020 Credit Facilities | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, description of variable rate basis | The ABR is defined as a fluctuating interest rate equal to the greatest of (a) the U.S. Prime Rate published by the Wall Street Journal, (b) the NYFRB Rate plus 0.50% and (c) the Adjusted LIBO Rate for a one-month interest period plus 1.00%. | ||||||
Debt Instrument, interest rate, basis for effective rate | If the ABR is determined to be less than 1.50%, such rate shall be deemed to be 1.50%. | ||||||
ABR Borrowings | 2020 Credit Facilities | NYFRB Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||
ABR Borrowings | 2020 Credit Facilities | Adjusted LIBO Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||
ABR Borrowings | 2020 Credit Facilities | Alternate Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, floor interest rate | 1.50% | ||||||
ABR Borrowings | 2020 Credit Facilities | Applicable Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 2.25% | ||||||
ABR Borrowings | 2020 Credit Facilities | Applicable Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 2.75% | ||||||
Eurodollar Borrowings | 2020 Credit Facilities | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, interest rate, basis for effective rate | If the Adjusted LIBO Rate is determined to be less than 0.50%, such rate shall be deemed to 0.50%. | ||||||
Eurodollar Borrowings | 2020 Credit Facilities | Adjusted LIBO Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, floor interest rate | 0.50% | ||||||
Eurodollar Borrowings | 2020 Credit Facilities | Applicable Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 3.25% | ||||||
Eurodollar Borrowings | 2020 Credit Facilities | Applicable Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 3.75% | ||||||
2020 Credit Facilities | |||||||
Debt Instrument [Line Items] | |||||||
Credit facilities, maturity date | Sep. 22, 2023 |
Long-term Debt - Schedule of Ex
Long-term Debt - Schedule of Expected Future Principal Payments for Borrowings (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Long Term Debt By Maturity [Abstract] | |
2023 | $ 186,375 |
Debt and issuance costs | 186,375 |
Unamortized debt issuance costs | (3,707) |
Total long-term debt | $ 182,668 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Deferred rent liability | $ 400,000 | $ 400,000 | |
Rental expense | 700,000 | 500,000 | $ 400,000 |
Contingency reserves for litigation liabilities | $ 0 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Non-cancellable Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
2021 | $ 747 |
2022 | 771 |
2023 | 780 |
2024 | 813 |
2025 | 838 |
Thereafter | 652 |
Total | $ 4,601 |
Redeemable Class A units, Mem_2
Redeemable Class A units, Members' Equity, and Stockholders' Equity - Additional Information (Details) - USD ($) | Oct. 30, 2020 | Sep. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | |||||
Preferred stock, authorized | 50,000,000 | ||||
Preferred stock, par value | $ 0.01 | ||||
Description of common stock voting rights | Holders 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 our 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. | ||||
Common stock, terms of conversion features | Holders of our 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 our 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 held by the non-controlling interest holders and the number of shares of Class B common stock held by the noncontrolling interest holders. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Each share of our Class B common stock will be redeemed and cancelled by us 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 our election, cash of an equivalent value). | ||||
Common stock, conversion basis | We must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of Class A-1 unit owned by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). | ||||
Proceeds from initial public offering, net of underwriting discounts and commissions | $ 12,200,000 | $ 0 | $ 0 | ||
QL Holdings LLC | QL Holdings LLC and Subsidiaries | |||||
Class Of Stock [Line Items] | |||||
Borrowings | $ 210,000,000 | ||||
Class B-1 Units | QL Holdings LLC and Subsidiaries | |||||
Class Of Stock [Line Items] | |||||
Common stock held by subsidiary | 41,620 | ||||
Ownership percentage | 43.50% | ||||
Conversion of redeemable convertible preferred units | 284,221 | ||||
Class A | QL Holdings LLC and Subsidiaries | |||||
Class Of Stock [Line Items] | |||||
Members' capital, outstanding | 1,136,842 | ||||
Initial Public Offering (IPO) | QL Holdings LLC and Subsidiaries | Intermediate Holdco | |||||
Class Of Stock [Line Items] | |||||
Proceeds from initial public offering, net of underwriting discounts and commissions | $ 16,300,000 | ||||
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 | 23,600,000 | ||||
Initial Public Offering (IPO) | Class B-1 Units | |||||
Class Of Stock [Line Items] | |||||
Number of shares repurchased | 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 | $ 84,300,000 | ||||
Number of shares repurchased | 4,772,449 | ||||
Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, authorized | 50,000,000 | ||||
Preferred stock, par value | $ 0.01 | ||||
Class A Common | |||||
Class Of Stock [Line Items] | |||||
Common stock, authorized | 1,000,000,000 | ||||
Common stock, par value | $ 0.01 | ||||
Common stock, outstanding | 33,400,000 | ||||
Class A Common | Initial Public Offering (IPO) | |||||
Class Of Stock [Line Items] | |||||
Shares issued | 7,027,606 | ||||
Public offering price, per share | $ 19 | ||||
Proceeds from initial public offering, net of underwriting discounts and commissions | $ 124,200,000 | ||||
Class A Common | Underwriters' Over-allotment Option | |||||
Class Of Stock [Line Items] | |||||
Shares issued | 769,104 | ||||
Class B Common | |||||
Class Of Stock [Line Items] | |||||
Common stock, authorized | 100,000,000 | ||||
Common stock, par value | $ 0.01 | ||||
Common stock, outstanding | 25,536,043 | 25,500,000 | |||
Redeemable Class A | QL Holdings LLC and Subsidiaries | |||||
Class Of Stock [Line Items] | |||||
Redeemable units | 284,211 |
Equity-based Compensation Pla_3
Equity-based Compensation Plans - Additional Information (Details) | Oct. 30, 2020USD ($)Employee | Oct. 31, 2020shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation cost capitalized | $ 0 | $ 0 | $ 0 | ||
Vesting period | 4 years | ||||
Vesting percentage | 25.00% | ||||
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, equity Instruments other than options, Grants in Period | shares | 5,822,790 | ||||
Unrecognized compensation cost | $ 109,700,000 | ||||
Weighted average period of recognition | 2 years 10 months 6 days | ||||
Fair value units vested | $ 13,000,000 | 0 | 0 | ||
QLH Class B Profits Interests | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation cost capitalized | 800,000 | 1,300,000 | 0 | ||
Number of employees or beneficiaries exchanged | Employee | 43 | ||||
Cash used to settle redemptions | 19,400,000 | 5,800,000 | 0 | ||
Employee service share based compensation redemption amount not in excess of fair value. | 18,600,000 | 4,500,000 | 0 | ||
QLH Class B Profits Interests | Initial Public Offering (IPO) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Incremental compensation costs | $ 2,700,000 | 0 | |||
Employee service share based compensation cash flow effect cash used to settle portion of awards | $ 15,900,000 | ||||
QLH Restricted Class B-1 Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Vesting percentage | 25.00% | ||||
Omnibus Incentive Plan | Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Terms | The restricted stock units represent the right to receive one share of Company Class A common stock. | ||||
Class B Units | QLH Class B Restricted Unit Plan | Four-year Vesting Period | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Vesting percentage | 25.00% | ||||
QLH Class B-1 Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 1,400,000 | ||||
Weighted average period of recognition | 3 years | ||||
Fair value units vested | $ 2,000,000 | 0 | 0 | ||
Units and shares authorized | shares | 6,470,599 | ||||
QLH Class B-1 Units | QLH Class B Profits Interests | Initial Public Offering (IPO) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, equity Instruments other than options, Grants in Period | shares | 6,470,599 | ||||
QLH Class B-1 Units | QLH Restricted Class B-1 Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, equity Instruments other than options, Grants in Period | shares | 6,470,599 | ||||
Company Restricted Class A Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Units and shares authorized | shares | 6,470,599 | ||||
Unvested Company Class A Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 3,300,000 | ||||
Weighted average period of recognition | 3 years 21 days | ||||
Fair value units vested | $ 4,500,000 | $ 0 | $ 0 | ||
Minimum | Omnibus Incentive Plan | Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Requisite service period | 3 years | ||||
Maximum | Omnibus Incentive Plan | Restricted Stock Units and Other Equity-based Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of units that can be issued or granted | shares | 12,506,550 | ||||
Maximum | Omnibus Incentive Plan | Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Requisite service period | 4 years | ||||
Maximum | Class B Units | QLH Class B Restricted Unit Plan | Profits Interests to Directors, Employees, Managers, Independent Contractors, and Advisors | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of units that can be issued or granted | shares | 177,300 |
Equity-based Compensation Pla_4
Equity-based Compensation Plans - Summary of Equity-based Compensation Cost Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 25,536 | $ 3,594 | $ 824 |
Total income tax benefit recognized related to equity-based compensation | 3,088 | ||
QLH Class B Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity-based compensation expense | 5,556 | $ 3,594 | $ 824 |
QLH Restricted Class B-1 Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity-based compensation expense | 90 | ||
Restricted Class A Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity-based compensation expense | 211 | ||
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 19,679 |
Equity-based Compensation Pla_5
Equity-based Compensation Plans - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 25,536 | $ 3,594 | $ 824 |
Cost of Revenue | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity-based compensation expense | 2,809 | 181 | 54 |
Sales and Marketing | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity-based compensation expense | 6,544 | 1,384 | 425 |
Product Development | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity-based compensation expense | 4,723 | 532 | 167 |
General and Administrative | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 11,460 | $ 1,497 | $ 178 |
Equity-based Compensation Pla_6
Equity-based Compensation Plans - Schedule of Option Pricing Model Assumptions for Determining Fair Value of Class B Units - (Details) - QLH Class B Profits Interests | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility, Minimum | 70.00% | 70.00% | 50.00% |
Expected volatility, Maximum | 88.00% | 75.00% | 55.00% |
Risk-free interest rate | 0.11% | 1.58% | 2.57% |
Risk-free interest rate | 1.41% | 2.19% | 2.74% |
Discount for lack of marketability | 30.00% | 30.00% | |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 2 years | 3 years |
Discount for lack of marketability | 25.00% | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 2 years | 3 years | 5 years |
Discount for lack of marketability | 30.00% |
Equity-based Compensation Pla_7
Equity-based Compensation Plans - Summary of Class B Units' Activity (Details) - QLH Class B Units - QLH Class B Profits Interests - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of units, Beginning balance | 163,800 | 98,090 | 81,590 | |
Number of units, Granted | 25,500 | 100,738 | 19,000 | |
Number of units, Repurchased | (8,568) | (31,799) | ||
Number of units, Forfeited | (3,432) | (3,229) | (2,500) | |
Number of units, Settled or cancelled | (177,300) | |||
Number of units, Ending balance | 163,800 | 98,090 | ||
Weighted average grant date fair value/unit, Beginning balance | $ 61.62 | $ 45.25 | $ 41.36 | |
Weighted average grant date fair value/unit, Granted | 105.85 | 71.69 | 62.08 | |
Weighted average grant date fair value/unit, Repurchased | 51.03 | 44.61 | ||
Weighted average grant date fair value/unit, Forfeited | 74.22 | 46.09 | 46.09 | |
Weighted average grant date fair value/unit, Settled or cancelled | $ 68.25 | |||
Weighted average grant date fair value/unit, Ending balance | $ 61.62 | $ 45.25 | ||
Aggregate intrinsic value | $ 28,622 | $ 22,244 | $ 6,274 |
Equity-based Compensation Pla_8
Equity-based Compensation Plans - Summary of Class B Units' Activity (Parenthetical) (Details) - QLH Class B Profits Interests | 12 Months Ended | |||
Dec. 31, 2020shares | Dec. 31, 2019shares | Dec. 31, 2018shares | Dec. 31, 2017shares | |
QLH Class B Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, outstanding, number | 163,800 | 98,090 | 81,590 | |
QLH Class B Units | Initial Public Offering (IPO) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Concurrent stock split ratio | 44 | |||
Number of vested units | 902,847 | |||
Share-based compensation arrangement by share-based payment award, outstanding, number | 0 | |||
QLH Class B-1 Units | Initial Public Offering (IPO) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, equity Instruments other than options, Grants in Period | 6,470,599 |
Equity-based Compensation Pla_9
Equity-based Compensation Plans - Summary of Unvested Unit Activity (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Granted | shares | 5,822,790 |
Number of Units, Vested | shares | (339,914) |
Number of Units, Unvested and outstanding, Ending balance | shares | 5,482,876 |
Weighted average grant date fair value/unit, Granted | $ / shares | $ 22.22 |
Weighted average grant-date fair value, Vested | $ / shares | 38.39 |
Weighted average grant-date fair value, Unvested and outstanding, Ending balance | $ / shares | $ 21.22 |
QLH Class B-1 Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Granted | shares | 583,398 |
Number of Units, Vested | shares | (53,047) |
Number of Units, Forfeited | shares | (5,667) |
Number of Units, Unvested and outstanding, Ending balance | shares | 524,684 |
Weighted average grant-date fair value,Granted | $ / shares | $ 2.79 |
Weighted average grant-date fair value, Vested | $ / shares | 1.77 |
Weighted average grant-date fair value, Forfeited | $ / shares | 1.93 |
Weighted average grant-date fair value, Unvested and outstanding, Ending balance | $ / shares | $ 2.90 |
Restricted Class A Shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Granted | shares | 1,210,253 |
Number of Units, Vested | shares | (120,516) |
Number of Units, Forfeited | shares | (28,132) |
Number of Units, Unvested and outstanding, Ending balance | shares | 1,061,605 |
Weighted average grant date fair value/unit, Granted | $ / shares | $ 3.21 |
Weighted average grant-date fair value, Vested | $ / shares | 1.72 |
Weighted average grant date fair value/unit, Forfeited | $ / shares | 1.93 |
Weighted average grant-date fair value, Unvested and outstanding, Ending balance | $ / shares | $ 3.41 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 9,048 | ||
Foreign | 247 | ||
Income before income taxes | $ 9,295 | $ 17,820 | $ 18,125 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income Tax Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Current income tax expense (benefit) | |
Federal | $ (417) |
State | (438) |
Foreign | 51 |
Current income tax expense (benefit) | (804) |
Deferred income tax expense (benefit) | |
Federal | (354) |
State | (108) |
Foreign | (1) |
Deferred income tax expense (benefit) | (463) |
Income tax (benefit) | $ (1,267) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Statutory Income Tax Rate to Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Statutory federal tax rate | 21.00% | 21.00% | 21.00% |
Income attributable to noncontrolling interests and nontaxable income | (33.30%) | (21.00%) | (21.00%) |
State income taxes, net of federal benefit | (1.10%) | ||
Transaction costs | 3.40% | ||
Change in uncertain tax positions | (3.30%) | ||
Other | (0.10%) | 0.00% | |
Effective income tax rate | (13.40%) | 0.00% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Oct. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Line Items] | ||||
Effective income tax rate | (13.40%) | 0.00% | 0.00% | |
Statutory federal tax rate | 21.00% | 21.00% | 21.00% | |
Operating loss carryforwards, expiration year | 2028 | |||
Valuation allowance | $ 1,906,000 | |||
Uncertain tax benefits | $ 0 | $ 0 | ||
Liability for unrecognized tax benefits | 2,300,000 | |||
Unrecognized tax benefits if recognized would impact effective tax rate | 2,300,000 | |||
Accrued interest and penalties | 700,000 | $ 700,000 | ||
White Mountains Capital, Inc. of Intermediate Holdco | ||||
Income Tax Disclosure [Line Items] | ||||
Indemnification asset uncertain tax position | $ 1,800,000 | |||
White Mountains Capital, Inc. of Intermediate Holdco | Tax Receivables Agreement | ||||
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% | |||
Insignia and Senior Executives | Tax Receivables Agreement | ||||
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% | |||
State and Local | ||||
Income Tax Disclosure [Line Items] | ||||
Net operating loss carryforwards | $ 13,700,000 | |||
Net operating loss carryforwards subject to expiration | $ 300,000 | |||
Open tax years | 2015 2016 2017 2018 | |||
Foreign | ||||
Income Tax Disclosure [Line Items] | ||||
Tax credit carryforward, description | Company had foreign tax credit carryforwards of $1.0 million, which will begin to expire in 2028. | |||
Tax credit carryforwards | $ 1,000,000 | |||
Tax credit carryforward, expiration year | 2028 | |||
Open tax years | 2018 2019 | |||
Federal | ||||
Income Tax Disclosure [Line Items] | ||||
Open tax years | 2017 2018 2019 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Deferred tax assets: | |
Investment in partnership | $ 25,443 |
Net operating loss carryforwards and tax credits | 1,906 |
Tax receivable agreement | 5,324 |
Other | 846 |
Total | 33,519 |
Valuation allowance | (1,906) |
Total deferred tax assets | 31,613 |
Deferred tax liabilities: | |
Deferred tax assets | $ 31,613 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |
Increase related to Reorganization Transactions | $ 1,925 |
Increase related to current year tax positions | 731 |
Decrease related to lapse in applicable statute of limitations | (385) |
Ending balance | $ 2,271 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Reconciliation of Numerator and Denominator used in Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||||||||||||
Net income | $ (8,604) | $ (13,238) | $ 4,819 | $ 10,146 | $ 8,835 | $ 10,377 | $ 7,763 | $ 4,959 | $ (5,279) | $ 10,562 | $ 17,820 | $ 18,125 |
Net (loss) attributable to non-controlling interest | (4,238) | (4,238) | (4,238) | |||||||||
Net income attributable to MediaAlpha, Inc. | $ (4,366) | $ (4,366) | $ (4,366) | |||||||||
Denominator: | ||||||||||||
Weighted average shares of Class A common stock outstanding - basic and diluted | 32,134,170,000 | |||||||||||
Net (loss) per share of Class A common stock - basic and diluted | $ (0.14) | $ (0.14) | ||||||||||
Class A Common | ||||||||||||
Denominator: | ||||||||||||
Weighted average shares of Class A common stock outstanding - basic and diluted | 32,134,170 | |||||||||||
Net (loss) per share of Class A common stock - basic and diluted | $ (0.14) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Potential Dilutive Shares (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares | 32,116,477 |
Class B / B-1 Units | QL Holdings LLC | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares | 25,571,996 |
Restricted Class A Shares | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares | 1,061,605 |
Restricted Stock Units | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares | 5,482,876 |
Non-Controlling Interest - Addi
Non-Controlling Interest - Additional Information (Details) - QLH | Dec. 31, 2020 | Dec. 31, 2019 |
Minority Interest [Line Items] | ||
Non-controlling interests owned | 42.90% | 0.00% |
Remaining non-controlling interests owned | 57.10% |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Schedule of Selected Unaudited Consolidated Statement of Operations Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Income Statements Captions [Line Items] | ||||||||||||
Revenue | $ 190,205 | $ 151,548 | $ 123,616 | $ 119,445 | $ 126,148 | $ 110,397 | $ 89,111 | $ 82,349 | $ 584,814 | $ 408,005 | $ 296,910 | |
Income (loss) from Operations | (11,127) | 8,431 | 11,681 | 10,550 | 12,139 | 9,683 | 7,335 | (4,316) | 19,535 | 24,841 | 19,319 | |
Net income | $ (8,604) | (13,238) | 4,819 | 10,146 | 8,835 | 10,377 | 7,763 | 4,959 | (5,279) | 10,562 | 17,820 | 18,125 |
Net (loss) attributable to non-controlling interest | (4,238) | (4,238) | (4,238) | |||||||||
Net income attributable to MediaAlpha, Inc. | $ (4,366) | $ (4,366) | $ (4,366) | |||||||||
Net (loss) per share of Class A common stock - basic and diluted | $ (0.14) | $ (0.14) | ||||||||||
QL Holdings LLC | ||||||||||||
Condensed Income Statements Captions [Line Items] | ||||||||||||
Net income | $ (4,634) | $ 4,819 | $ 10,146 | $ 8,835 | $ 10,377 | $ 7,763 | $ 4,959 | $ (5,279) | $ 19,166 | $ 17,820 | $ 18,125 |
Schedule I - Valuation and Qu_2
Schedule I - Valuation and Qualifying Accounts and Allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Tax Valuation Allowance | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Additions during the period | $ 1,906 | ||
Balance at End of period | 1,906 | ||
Allowance for Doubtful Accounts | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of the period | 302 | $ 480 | $ 40 |
Additions during the period | 526 | 354 | 532 |
Write-offs | (388) | (532) | (92) |
Balance at End of period | $ 441 | $ 302 | $ 480 |