Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39671 | |
Entity Registrant Name | MediaAlpha, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1854133 | |
Entity Address, Address Line One | 700 South Flower Street | |
Entity Address, Address Line Two | Suite 640 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90017 | |
City Area Code | 213 | |
Local Phone Number | 316-6256 | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | |
Trading Symbol | MAX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001818383 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 41,584,400 | |
Class B Common | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 19,537,469 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 55,288 | $ 50,564 |
Accounts receivable, net of allowance for credit losses of $464 and $609, respectively | 61,163 | 76,094 |
Prepaid expenses and other current assets | 7,820 | 10,448 |
Total current assets | 124,271 | 137,106 |
Intangible assets, net | 11,884 | 12,567 |
Goodwill | 18,402 | 18,402 |
Deferred tax asset | 101,859 | 102,656 |
Other assets | 18,805 | 19,073 |
Total assets | 275,221 | 289,804 |
Current liabilities | ||
Accounts payable | 51,509 | 61,770 |
Accrued expenses | 10,012 | 13,716 |
Current portion of long-term debt | 8,740 | 8,730 |
Total current liabilities | 70,261 | 84,216 |
Long-term debt, net of current portion | 175,878 | 178,069 |
Liabilities under tax receivables agreement, net of current portion | 81,850 | 85,027 |
Other long-term liabilities | 4,881 | 4,058 |
Total liabilities | 332,870 | 351,370 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 433,157 | 419,533 |
Accumulated deficit | (431,552) | (424,476) |
Total stockholders' equity (deficit) attributable to MediaAlpha, Inc. | 2,217 | (4,337) |
Non-controlling interests | (59,866) | (57,229) |
Total stockholders' (deficit) | (57,649) | (61,566) |
Total liabilities and stockholders' deficit | 275,221 | 289,804 |
Class A Common | ||
Stockholders' equity (deficit): | ||
Common stock | 416 | 410 |
Class B Common | ||
Stockholders' equity (deficit): | ||
Common stock | $ 196 | $ 196 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 142,599 | $ 173,588 |
Costs and operating expenses | ||
Cost of revenue | 120,881 | 147,180 |
Sales and marketing | 7,223 | 5,391 |
Product development | 5,216 | 3,320 |
General and administrative | 17,148 | 15,749 |
Total costs and operating expenses | 150,468 | 171,640 |
(Loss) income from operations | (7,869) | 1,948 |
Other (income), net | (523) | (150) |
Interest expense | 1,359 | 2,301 |
Total other expense, net | 836 | 2,151 |
(Loss) before income taxes | (8,705) | (203) |
Income tax expense (benefit) | 1,143 | (364) |
Net (loss) income | (9,848) | 161 |
Net (loss) attributable to non-controlling interest | (2,772) | (124) |
Net (loss) income attributable to MediaAlpha, Inc. | $ (7,076) | $ 285 |
Net (loss) income per share of Class A common stock | ||
Basic (in dollars per share) | $ (0.17) | $ 0.01 |
Diluted (in dollars per share) | $ (0.17) | $ 0 |
Weighted average shares of Class A common stock outstanding | ||
Basic (in shares) | 40,847,941 | 33,136,632 |
Diluted (in shares) | 40,847,941 | 62,163,390 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common StockClass A common stock | Common StockClass B common stock | Additional Paid-In- Capital | Accumulated deficit | Non- Controlling Interest |
Beginning balance (in shares) at Dec. 31, 2020 | 33,371,056 | 25,536,043 | ||||
Beginning balance at Dec. 31, 2020 | $ (105,118) | $ 334 | $ 255 | $ 384,611 | $ (418,973) | $ (71,345) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis | 6,190 | 6,190 | ||||
Exchange of non-controlling interest for Class A common stock (in shares) | 4,457,796 | (4,457,796) | ||||
Exchange of non-controlling interest for Class A common stock | 0 | $ 45 | $ (45) | (12,716) | 12,716 | |
Vesting of restricted stock units (in shares) | 444,030 | |||||
Vesting of restricted stock units | 0 | $ 4 | (4) | |||
Equity-based compensation | 10,603 | 10,479 | 124 | |||
Forfeiture of equity awards (in shares) | (58,608) | |||||
Forfeiture of equity awards | (1) | $ (1) | ||||
Shares withheld on tax withholding on vesting of restricted stock units | (1,276) | (1,276) | ||||
Net (loss) | 161 | 285 | (124) | |||
Ending balance (in shares) at Mar. 31, 2021 | 38,214,274 | 21,078,247 | ||||
Ending balance at Mar. 31, 2021 | (89,441) | $ 382 | $ 210 | 387,284 | (418,688) | (58,629) |
Beginning balance (in shares) at Dec. 31, 2021 | 40,969,952 | 19,621,915 | ||||
Beginning balance at Dec. 31, 2021 | (61,566) | $ 410 | $ 196 | 419,533 | (424,476) | (57,229) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Establishment of liabilities under tax receivables agreement and related changes to deferred tax assets associated with increases in tax basis | 19 | 19 | ||||
Exchange of non-controlling interest for Class A common stock (in shares) | 60,197 | (60,197) | ||||
Exchange of non-controlling interest for Class A common stock | 0 | (180) | 180 | |||
Vesting of restricted stock units (in shares) | 593,810 | |||||
Vesting of restricted stock units | 0 | $ 6 | (6) | |||
Equity-based compensation | 13,773 | 13,688 | 85 | |||
Forfeiture of equity awards (in shares) | (23,294) | |||||
Shares withheld on tax withholding on vesting of restricted stock units | (820) | (820) | ||||
Distributions to non-controlling interests | (130) | (130) | ||||
Settlement of 2021 annual bonus as restricted stock units | 880 | 880 | ||||
Tax impact of changes in investment in partnership | 43 | 43 | ||||
Net (loss) | (9,848) | (7,076) | (2,772) | |||
Ending balance (in shares) at Mar. 31, 2022 | 41,600,665 | 19,561,718 | ||||
Ending balance at Mar. 31, 2022 | $ (57,649) | $ 416 | $ 196 | $ 433,157 | $ (431,552) | $ (59,866) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net (loss) | $ (9,848) | $ 161 | |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||
Non-cash equity-based compensation expense | 13,773 | 10,602 | |
Non-cash lease expense | 177 | 116 | |
Depreciation expense on property and equipment | 98 | 82 | |
Amortization of intangible assets | 683 | 746 | $ 2,984 |
Amortization of deferred debt issuance costs | 209 | 345 | |
Credit losses | (88) | 157 | |
Deferred taxes | 1,110 | (358) | |
Tax receivable agreement liability adjustments | (630) | (156) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 15,019 | 15,870 | |
Prepaid expenses and other current assets | 2,613 | 690 | |
Other assets | 47 | 125 | |
Accounts payable | (10,261) | (33,675) | |
Accrued expenses | (4,813) | (4,061) | |
Net cash provided by (used in) operating activities | 8,089 | (9,356) | |
Cash flows from investing activities | |||
Purchases of property and equipment | (40) | (69) | |
Net cash (used in) investing activities | (40) | (69) | |
Cash flows from financing activities | |||
Repayments on long-term debt | (2,375) | 0 | |
Distributions | (130) | 0 | |
Shares withheld for taxes on vesting of restricted stock units | (820) | (1,276) | |
Net cash (used in) financing activities | (3,325) | (1,276) | |
Net increase (decrease) in cash and cash equivalents | 4,724 | (10,701) | |
Cash and cash equivalents, beginning of period | 50,564 | 23,554 | 23,554 |
Cash and cash equivalents, end of period | 55,288 | 12,853 | $ 50,564 |
Supplemental disclosures of cash flow information | |||
Interest | 2,834 | 754 | |
Income taxes paid, net of refunds | (1,365) | 51 | |
Non-cash Investing and Financing Activities: | |||
Adjustments to liabilities under the tax receivable agreement | (251) | (53,117) | |
Establishment of deferred tax assets in connection with the Reorganization Transactions | (270) | (59,307) | |
Right-of-use assets obtained in exchange of lease obligations | $ 0 | $ 2,712 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance for credit losses | $ 464 | $ 609 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Class A Common | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 41,600,000 | 41,000,000 |
Common stock, outstanding (in shares) | 41,600,000 | 41,000,000 |
Class B Common | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 19,600,000 | 19,600,000 |
Common stock, outstanding (in shares) | 19,600,000 | 19,600,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of significant accounting policies The Company's significant accounting policies are included in the 2021 Annual Report on Form 10-K and did not materially change during the three months ended March 31, 2022. Basis of presentation The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of the Company as of and for the periods presented have been included. The December 31, 2021 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2021 Annual Report on Form 10-K. Revisions to previously issued consolidated financial statements On December 31, 2021 the Company adopted ASU No. 2016-02, Leases (Topic 842) effective from January 1, 2021 using the optional transition approach by applying the new standard to all leases existing at the date of initial application and prior periods were not restated. In connection with the adoption, quarterly amounts presented in our prior Form 10-Q were revised. The impact of the adjustments was immaterial to the Company's consolidated financial statements. Impact of COVID-19 The COVID-19 pandemic continues to impact the United States and many countries around the world as new strains of the virus are found. To date, the Company has not experienced material business disruptions or incurred impairment losses in the carrying values of its assets as result of the pandemic, and management is not aware of any specific related event or circumstance that would require the Company to revise the estimates reflected in these consolidated financial statements. The Company continues to monitor the potential impact of the COVID-19 pandemic on its business, results of operations and financial condition. The Company's Travel vertical has experienced a decline in revenue compared with pre-COVID-19 levels, and although management does not believe the situation will materially impact the Company's liquidity or capital position, management does not expect revenue from the travel vertical to recover fully in the foreseeable future. In addition, during the second half of 2021, supply chain disruptions and cost increases caused by the pandemic contributed to higher-than-expected property and casualty insurance claims costs, which has led many carriers to reduce their customer acquisition spending to preserve their profitability. These reductions continue to impact revenue from the Company’s P&C vertical. The extent to which the COVID-19 pandemic will further impact the Company's business, results of operations and financial condition will depend on future developments that is 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. Accounts receivable The Company estimates expected credit losses based on collection history and management’s assessment of the current economic trends, business environment, customers’ financial condition, accounts receivable aging and any customer disputes that may impact the level of future credit losses. Accounts receivable are net of allowances for credit losses of $0.5 million and $0.6 million as of March 31, 2022 and December 31, 2021, respectively. Concentrations of credit risk and of significant customers and suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts, and believes it is not exposed to unusual credit risk beyond the normal credit risk in this area based on the financial strength of the institutions with which the Company maintains its deposits. The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivable, and recording allowances for credit losses. Customer concentrations consisted of one customer that accounted for approximately $19 million, or 13%, of revenue for the three months ended March 31, 2022, compared with three customers that collectively accounted for approximately $68 million, or 39%, of revenue for the three months ended March 31, 2021. There were no customers that accounted for more than 10% of the Company's accounts receivable as of March 31, 2022, compared with the Company's largest customer that accounted for approximately $7 million, or 10%, as of December 31, 2021. The Company’s supplier concentration can expose the Company to business risks. For the three months ended March 31, 2022, the Company had one supplier that accounted for approximately $14 million, or 11%, of total purchases, compared with two suppliers that collectively accounted for approximately $32 million, or 21%, of total purchases for the three months ended March 31, 2021. The Company's largest supplier accounted for approximately $8 million, or 15%, of total accounts payable as of March 31, 2022, compared with the Company's two largest suppliers that collectively accounted for approximately $21 million, or 34%, as of December 31, 2021. Related Party Transactions The Company is party to the tax receivables agreement ("TRA") under which it has contractually committed to pay the holders of Class B-1 units 85% of the amount of any tax benefits that the Company actually realizes, or in some cases is deemed to realize, as a result of certain transactions. During the three months ended March 31, 2022, payments of $0.2 million were made pursuant to the TRA. The Company paid $0.9 million during the three months ended March 31, 2022 to White Mountains related to settlement of state income tax refunds for periods prior to the Reorganization Transactions. The total amount reimbursable to White Mountains was $1.5 million as of March 31, 2022 and $2.3 million as of December 31, 2021. New Accounting Pronouncements Recently issued not yet adopted accounting pronouncements In March 2020 and January 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU 2021-1, Reference Rate Reform (Topic 848): Scope, respectively. ASU 2020-4 and ASU 2021-1 provide optional expedients and exceptions for applying U.S. GAAP, to contracts, and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-4 and ASU 2021-1 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-4 and ASU 2021-1 on its consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from contracts with customers , The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The guidance in ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU, but does not expect the adoption of this standard to have a significant impact on its consolidated financial statements. |
Disaggregation of Revenue
Disaggregation of Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation of Revenue | Disaggregation of revenue The following table shows the Company’s revenue disaggregated by transaction model: Three months ended (in thousands) 2022 2021 Revenue Open marketplace transactions $ 138,096 $ 169,348 Private marketplace transactions 4,503 4,240 Total $ 142,599 $ 173,588 The following table shows the Company’s revenue disaggregated by product vertical: Three months ended (in thousands) 2022 2021 Revenue Property & casualty insurance $ 87,454 $ 125,541 Health insurance 42,109 35,896 Life insurance 7,067 7,953 Other (1) 5,969 4,198 Total $ 142,599 $ 173,588 (1) Other verticals include Travel, Education, and Consumer Finance. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets Goodwill and intangible assets consisted of: As of March 31, 2022 December 31, 2021 (in thousands) Useful Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Customer relationships 120 $ 25,040 $ (13,362) $ 11,678 $ 25,040 $ (12,730) $ 12,310 Non-compete agreements 60 303 (277) 26 303 (268) 35 Domain names 60 1,224 (1,044) 180 1,224 (1,002) 222 Intangible assets $ 26,567 $ (14,683) $ 11,884 $ 26,567 $ (14,000) $ 12,567 Goodwill Indefinite $ 18,402 $ — $ 18,402 $ 18,402 $ — $ 18,402 Amortization expense related to intangible assets amounted to $0.7 million for the three months ended March 31, 2022 and 2021. The Company has no accumulated impairment of goodwill. The following table presents the changes in goodwill and intangible assets: As of March 31, 2022 December 31, 2021 (in thousands) Goodwill Intangible Goodwill Intangible Beginning balance $ 18,402 $ 12,567 $ 18,402 $ 15,551 Amortization — (683) — (2,984) Ending balance $ 18,402 $ 11,884 $ 18,402 $ 12,567 As of March 31, 2022, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows: (in thousands) Amortization expense 2022–Remaining Period $ 2,048 2023 2,388 2024 2,211 2025 2,028 2026 1,880 Thereafter 1,329 $ 11,884 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued expenses Accrued expenses consisted of: As of (in thousands) March 31, December 31, Accrued payroll and related expenses $ 1,727 $ 5,030 Accrued operating expenses 1,634 1,103 Other accrued expenses 6,651 7,583 Total accrued expenses $ 10,012 $ 13,716 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term debt On July 29, 2021, the Company entered into an amendment (the "First Amendment") to the 2020 Credit Agreement dated as of September 23, 2020, with the lenders from time-to-time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended by the First Amendment, the “Amended Credit Agreement”). The Amended Credit Agreement provides for a new senior secured term loan facility in an aggregate principal amount of $190.0 million (the "2021 Term Loan Facility"), the proceeds of which were used to refinance all $186.4 million of the existing term loans outstanding and the unpaid interest thereof as of the date of the First Amendment, fees related to these transactions, and to provide cash for general corporate purposes, and a new senior secured revolving credit facility with commitments in an aggregate amount of $50.0 million (the "2021 Revolving Credit Facility" and, together with the 2021 Term Loan Facility, the "2021 Credit Facilities"), which replaced the existing revolving credit facility under the 2020 Credit Agreement. Long-term debt consisted of the following: As of (in thousands) March 31, December 31, 2021 Term Loan $ 187,625 $ 190,000 Debt issuance costs (3,007) (3,201) Total debt $ 184,618 $ 186,799 Less: current portion, net of debt issuance costs of $760 and $770, respectively (8,740) (8,730) Total long-term debt $ 175,878 $ 178,069 As of March 31, 2022 and December 31, 2021, the Company had no outstanding amounts drawn on the 2021 Revolving Credit Facility. The expected future principal payments for all borrowings as of March 31, 2022 was as follows: (in thousands) Contractual maturity 2022–Remaining Period $ 7,125 2023 9,500 2024 9,500 2025 9,500 2026 152,000 Debt and issuance costs 187,625 Unamortized debt issuance costs (3,007) Total debt $ 184,618 The Company incurred interest expense of $1.4 million and $2.3 million for the three months ended March 31, 2022 and 2021, respectively. Interest expense included $0.2 million and $0.3 million of amortization of debt issuance costs for the three months ended March 31, 2022 and 2021, respectively. Accrued interest was immaterial as of March 31, 2022 and $1.7 million as of December 31, 2021, and is included within accrued expenses on the consolidated balance sheets. The carrying amount of the current and long-term debt under the 2021 Term Loan Facilities approximates the fair values thereof as the 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 | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and contingencies Litigation The Company is subject to certain legal proceedings and claims that arise in the normal course of business. In the opinion of management, the Company does not believe that the amount of liability, if any, as a result of these proceedings and claims will have a materially adverse effect on the Company’s consolidated financial position, results of operations, and cash flows. As of March 31, 2022 and December 31, 2021, the Company did not have any contingency reserves established for any litigation liabilities. |
Equity-based Compensation
Equity-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity-based Compensation | Equity-based compensation The Company’s equity-based compensation plans are fully described in Part II, Item 8 "Financial Statements and Supplementary Data—Note 9 to the Consolidated Financial Statements—Equity-based compensation plans" in the 2021 Annual Report on Form 10-K. Equity-based compensation cost recognized for equity based awards outstanding during the three months ended March 31, 2022 and 2021 was as follows: Three months ended (in thousands) 2022 2021 QLH Class B units — $ — QLH restricted Class B-1 units 85 124 Restricted Class A shares 348 267 Restricted stock units 13,340 10,211 Total equity-based compensation $ 13,773 $ 10,602 Equity-based compensation cost was allocated to the following expense categories in the consolidated statements of operations during the three months ended March 31, 2022 and 2021: Three months ended (in thousands) 2022 2021 Cost of revenue $ 398 $ 400 Sales and marketing 2,705 1,702 Product development 2,249 1,332 General and administrative 8,421 7,168 Total equity-based compensation $ 13,773 $ 10,602 As of March 31, 2022, total unrecognized compensation cost related to unvested QLH restricted Class B-1 units, restricted Class A shares, and restricted stock units was $0.5 million, $1.6 million, and $117.5 million, respectively, which are expected to be recognized over weighted-average periods of 1.65 years, 1.62 years, and 2.56 years, respectively. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders' Equity (Deficit) Share Repurchase Program On March 14, 2022, the Board of Directors approved a Share Repurchase Program ("Repurchase Program") that authorized the Company to repurchase up to $5.0 million of the Company’s Class A common stock from time to time in open market transactions at prevailing market prices or by other means in accordance with federal securities laws. The Company expects the repurchases to be made over the second and third quarters of 2022. The timing and amount of any share repurchases will be determined by the Company’s management based on their ongoing evaluation of market conditions, the Company’s capital needs, debt covenants and other factors. The share repurchases are considered spot repurchases with no obligation of the Company to repurchase a fixed number of shares and each will be accounted for as of the trade date with a corresponding liability. Any excess amount of the repurchase price over the par value of the shares of Class A common stock repurchased will be recorded as an adjustment to additional-paid-in capital . No shares of Class A common stock were repurchased during the three months ended March 31, 2022. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes MediaAlpha, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from QLH based upon MediaAlpha, Inc.’s economic interest held in QLH. QLH is treated as a pass-through partnership for income tax reporting purposes and is not subject to federal income tax. Instead, QLH’s taxable income or loss is passed through to its members, including MediaAlpha, Inc. Accordingly, the Company is not liable for income taxes on the portion of QLH’s earnings not allocated to it. MediaAlpha, Inc. files and pays corporate income taxes for U.S. federal and state income tax purposes and its corporate subsidiary, Skytiger Studio, Ltd., is subject to taxation in Taiwan. The Company expects this structure to remain in existence for the foreseeable future. The Company estimates the annual effective tax rate for the full year to be applied to actual year-to-date income (loss) and adds the tax effects of any discrete items in the reporting period in which they occur. The Company’s effective income tax rate was (13.1)% and 179.3% for the three months ended March 31, 2022 and 2021, respectively. The following table summarizes the Company's income tax expense (benefit): Three months ended (in thousands, except percentages) 2022 2021 (Loss) before income taxes $ (8,705) $ (203) Income tax expense (benefit) $ 1,143 $ (364) Effective Tax Rate (13.1) % 179.3 % The Company's effective tax rate of (13.1)% for the three months ended March 31, 2022 differed from the U.S. federal statutory rate of 21%, due primarily to nondeductible equity-based compensation, losses associated with non-controlling interests not taxable to the Company, state taxes, and other nondeductible permanent items. There were no material changes to the Company’s unrecognized tax benefits during the three months ended March 31, 2022, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year. During the three months ended March 31, 2022, holders of Class B-1 units exchanged a total of 60,197 Class B-1 units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis (the “Exchanges”). In connection with the Exchanges, the Company recognized an additional deferred tax asset of $0.2 million during the three months ended March 31, 2022 associated with the basis difference in its investment in QLH. As of March 31, 2022, the total deferred tax asset related to the basis difference in the Company's investment in QLH was $80.1 million. The Company also recognized $0.1 million of deferred tax assets for the three months ended March 31, 2022 related to additional tax basis increases generated from expected future payments under the Tax Receivable Agreement (“TRA”) and expected future deductions for imputed interest on such payments. The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of March 31, 2022, there were no material changes to the Company's valuation allowance and the Company's assessment of the realizability of its deferred tax assets. Tax Receivable Agreement In connection with the Reorganization Transactions and the IPO, the Company entered into the TRA, with Insignia, Senior Executives, and White Mountains. The Company expects to obtain an increase in its share of the tax basis in the net assets of QLH as Class B-1 units are exchanged for shares of Class A common stock (or, at the Company's election, redeemed for cash of an equivalent value). The Company intends to treat any redemptions and exchanges of Class B-1 units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that it would otherwise pay in the future to various tax authorities. The Exchanges resulted in an increase in the tax basis of the Company's investment in QLH subject to the provisions of the TRA. The Company recognized an additional liability in the amount of $0.3 million for the TRA-related payments, representing 85% of the aggregate tax benefits it expects to realize from the increases in tax basis related to the redemption of Class B-1 units, after concluding it was probable that such TRA payments would be paid based on management's estimates of future taxable income. During the three months ended March 31, 2022, the Company paid $0.2 million pursuant to the TRA. As of March 31, 2022, the total amount of payments expected to be paid under the TRA was $84.6 million, of which $2.8 million was included in accrued expenses on the Company's consolidated balance sheets. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earning (Loss) Per Share | Earnings (Loss) Per Share Three months ended (in thousands except share data and per share amount) 2022 2021 Basic Net (loss) income $ (9,848) $ 161 Less: net (loss) attributable to non-controlling interest (2,772) (124) Net (loss) income available for basic common shares $ (7,076) $ 285 Weighted-average shares of Class A common stock outstanding - basic and diluted 40,847,941 33,136,632 (Loss) earnings per share of Class A common stock - basic $ (0.17) $ 0.01 (in thousands except share data and per share amount) Three Months Ended March 31, 2021 Diluted Net income $ 161 Add: incremental tax benefits related to exchange of Class B-units 115 Net income available for diluted common shares $ 276 Weighted-average shares outstanding: Class A common stock 33,136,632 Class B-1 units 25,048,775 Restricted Class A shares 3,028,209 Restricted stock units 949,774 Weighted-average shares of Class A common stock and potential Class A common stock 62,163,390 Earnings per share of Class A common stock - diluted $ 0.00 The Company’s potentially dilutive securities were not included in the calculation of diluted loss per share for the three months ended March 31, 2022 as the effect would be anti-dilutive. The following table summarizes the shares and units with a potentially dilutive impact: As of March 31, 2022 QLH Class B-1 Units 19,597,671 Restricted Class A Shares 416,725 Restricted stock units 6,659,182 Potential dilutive shares 26,673,578 |
Non-Controlling Interest
Non-Controlling Interest | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | Non-Controlling Interest In accordance with QLH’s limited liability company agreement, the Company allocates the share of net income (loss) to the holders of non-controlling interests pro-rata to their holdings at a point in time. The non-controlling interests balance represents the Class B-1 units, substantially all of which are held by Insignia and the Senior Executives. During the three months ended March 31, 2022, holders of Class B-1 units exchanged 60,197 Class B-1 units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis. As of March 31, 2022, the holders of the non-controlling interests owned 31.8%, with the remaining 68.2% owned by MediaAlpha, Inc. As of December 31, 2021, the holders of the non-controlling interests owned 32.1%, with the remaining 67.9% owned by MediaAlpha, Inc. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent eventsOn February 24, 2022, the Company entered into the Asset Purchase Agreement (as amended, the “Agreement”) to acquire substantially all of the assets of Customer Helper Team, LLC ("CHT"), a provider of customer generation and acquisition services for Medicare insurance, automobile insurance, health insurance, life insurance, debt settlement, and credit repair companies. The Company closed the transaction on April 1, 2022. The purchase price for the acquisition was $50 million in cash at closing, adjusted for any working capital adjustments as set forth in the Agreement, plus up to an additional $20 million of contingent cash consideration based on CHT’s achievement of revenue and profitability targets over the next two years. The Company funded the transaction in part by drawing $25 million under the 2021 Revolving Credit Facility and the balance from cash on hand as of the closing. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of the Company as of and for the periods presented have been included. The December 31, 2021 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2021 Annual Report on Form 10-K. |
Revisions to previously issued consolidated financial statements | Revisions to previously issued consolidated financial statements On December 31, 2021 the Company adopted ASU No. 2016-02, Leases (Topic 842) effective from January 1, 2021 using the optional transition approach by applying the new standard to all leases existing at the date of initial application and prior periods were not restated. In connection with the adoption, quarterly amounts presented in our prior Form 10-Q were revised. The impact of the adjustments was immaterial to the Company's consolidated financial statements. |
Impact of COVID-19 | Impact of COVID-19 The COVID-19 pandemic continues to impact the United States and many countries around the world as new strains of the virus are found. To date, the Company has not experienced material business disruptions or incurred impairment losses in the carrying values of its assets as result of the pandemic, and management is not aware of any specific related event or circumstance that would require the Company to revise the estimates reflected in these consolidated financial statements. The Company continues to monitor the potential impact of the COVID-19 pandemic on its business, results of operations and financial condition. The Company's Travel vertical has experienced a decline in revenue compared with pre-COVID-19 levels, and although management does not believe the situation will materially impact the Company's liquidity or capital position, management does not expect revenue from the travel vertical to recover fully in the foreseeable future. In addition, during the second half of 2021, supply chain disruptions and cost increases caused by the pandemic contributed to higher-than-expected property and casualty insurance claims costs, which has led many carriers to reduce their customer acquisition spending to preserve their profitability. These reductions continue to impact revenue from the Company’s P&C vertical. The extent to which the COVID-19 pandemic will further impact the Company's business, results of operations and financial condition will depend on future developments that is 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. |
Accounts receivable | Accounts receivable The Company estimates expected credit losses based on collection history and management’s assessment of the current economic trends, business environment, customers’ financial condition, accounts receivable aging and any customer disputes that may impact the level of future credit losses. Accounts receivable are net of allowances for credit losses of $0.5 million and $0.6 million as of March 31, 2022 and December 31, 2021, respectively. |
Concentrations of credit risk and of significant customers and suppliers | Concentrations of credit risk and of significant customers and suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts, and believes it is not exposed to unusual credit risk beyond the normal credit risk in this area based on the financial strength of the institutions with which the Company maintains its deposits. The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivable, and recording allowances for credit losses. Customer concentrations consisted of one customer that accounted for approximately $19 million, or 13%, of revenue for the three months ended March 31, 2022, compared with three customers that collectively accounted for approximately $68 million, or 39%, of revenue for the three months ended March 31, 2021. There were no customers that accounted for more than 10% of the Company's accounts receivable as of March 31, 2022, compared with the Company's largest customer that accounted for approximately $7 million, or 10%, as of December 31, 2021. The Company’s supplier concentration can expose the Company to business risks. For the three months ended March 31, 2022, the Company had one supplier that accounted for approximately $14 million, or 11%, of total purchases, compared with two suppliers that collectively accounted for approximately $32 million, or 21%, of total purchases for the three months ended March 31, 2021. The Company's largest supplier accounted for approximately $8 million, or 15%, of total accounts payable as of March 31, 2022, compared with the Company's two largest suppliers that collectively accounted for approximately $21 million, or 34%, as of December 31, 2021. |
New Accounting Pronouncements | New Accounting Pronouncements Recently issued not yet adopted accounting pronouncements In March 2020 and January 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU 2021-1, Reference Rate Reform (Topic 848): Scope, respectively. ASU 2020-4 and ASU 2021-1 provide optional expedients and exceptions for applying U.S. GAAP, to contracts, and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-4 and ASU 2021-1 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-4 and ASU 2021-1 on its consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from contracts with customers , The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The guidance in ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU, but does not expect the adoption of this standard to have a significant impact on its consolidated financial statements. |
Disaggregation of Revenue (Tabl
Disaggregation of Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disaggregation of Revenue [Abstract] | |
Summary of Disaggregation of Revenue | The following table shows the Company’s revenue disaggregated by transaction model: Three months ended (in thousands) 2022 2021 Revenue Open marketplace transactions $ 138,096 $ 169,348 Private marketplace transactions 4,503 4,240 Total $ 142,599 $ 173,588 The following table shows the Company’s revenue disaggregated by product vertical: Three months ended (in thousands) 2022 2021 Revenue Property & casualty insurance $ 87,454 $ 125,541 Health insurance 42,109 35,896 Life insurance 7,067 7,953 Other (1) 5,969 4,198 Total $ 142,599 $ 173,588 (1) Other verticals include Travel, Education, and Consumer Finance. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Intangible Assets | Goodwill and intangible assets consisted of: As of March 31, 2022 December 31, 2021 (in thousands) Useful Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Customer relationships 120 $ 25,040 $ (13,362) $ 11,678 $ 25,040 $ (12,730) $ 12,310 Non-compete agreements 60 303 (277) 26 303 (268) 35 Domain names 60 1,224 (1,044) 180 1,224 (1,002) 222 Intangible assets $ 26,567 $ (14,683) $ 11,884 $ 26,567 $ (14,000) $ 12,567 Goodwill Indefinite $ 18,402 $ — $ 18,402 $ 18,402 $ — $ 18,402 |
Summary of Change in Goodwill and Intangible Assets | The following table presents the changes in goodwill and intangible assets: As of March 31, 2022 December 31, 2021 (in thousands) Goodwill Intangible Goodwill Intangible Beginning balance $ 18,402 $ 12,567 $ 18,402 $ 15,551 Amortization — (683) — (2,984) Ending balance $ 18,402 $ 11,884 $ 18,402 $ 12,567 |
Summary of Future Amortization Expense on Identifiable Intangible Assets | As of March 31, 2022, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows: (in thousands) Amortization expense 2022–Remaining Period $ 2,048 2023 2,388 2024 2,211 2025 2,028 2026 1,880 Thereafter 1,329 $ 11,884 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of: As of (in thousands) March 31, December 31, Accrued payroll and related expenses $ 1,727 $ 5,030 Accrued operating expenses 1,634 1,103 Other accrued expenses 6,651 7,583 Total accrued expenses $ 10,012 $ 13,716 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: As of (in thousands) March 31, December 31, 2021 Term Loan $ 187,625 $ 190,000 Debt issuance costs (3,007) (3,201) Total debt $ 184,618 $ 186,799 Less: current portion, net of debt issuance costs of $760 and $770, respectively (8,740) (8,730) Total long-term debt $ 175,878 $ 178,069 |
Schedule of Expected Future Principal Payments for Borrowings | The expected future principal payments for all borrowings as of March 31, 2022 was as follows: (in thousands) Contractual maturity 2022–Remaining Period $ 7,125 2023 9,500 2024 9,500 2025 9,500 2026 152,000 Debt and issuance costs 187,625 Unamortized debt issuance costs (3,007) Total debt $ 184,618 |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Equity-based Compensation Cost Recognized | Equity-based compensation cost recognized for equity based awards outstanding during the three months ended March 31, 2022 and 2021 was as follows: Three months ended (in thousands) 2022 2021 QLH Class B units — $ — QLH restricted Class B-1 units 85 124 Restricted Class A shares 348 267 Restricted stock units 13,340 10,211 Total equity-based compensation $ 13,773 $ 10,602 |
Schedule of Equity-based Compensation Expense | Equity-based compensation cost was allocated to the following expense categories in the consolidated statements of operations during the three months ended March 31, 2022 and 2021: Three months ended (in thousands) 2022 2021 Cost of revenue $ 398 $ 400 Sales and marketing 2,705 1,702 Product development 2,249 1,332 General and administrative 8,421 7,168 Total equity-based compensation $ 13,773 $ 10,602 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Our Income Tax Expense (Benefit) | The following table summarizes the Company's income tax expense (benefit): Three months ended (in thousands, except percentages) 2022 2021 (Loss) before income taxes $ (8,705) $ (203) Income tax expense (benefit) $ 1,143 $ (364) Effective Tax Rate (13.1) % 179.3 % |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Basic and Diluted Net Loss Per Share | Three months ended (in thousands except share data and per share amount) 2022 2021 Basic Net (loss) income $ (9,848) $ 161 Less: net (loss) attributable to non-controlling interest (2,772) (124) Net (loss) income available for basic common shares $ (7,076) $ 285 Weighted-average shares of Class A common stock outstanding - basic and diluted 40,847,941 33,136,632 (Loss) earnings per share of Class A common stock - basic $ (0.17) $ 0.01 (in thousands except share data and per share amount) Three Months Ended March 31, 2021 Diluted Net income $ 161 Add: incremental tax benefits related to exchange of Class B-units 115 Net income available for diluted common shares $ 276 Weighted-average shares outstanding: Class A common stock 33,136,632 Class B-1 units 25,048,775 Restricted Class A shares 3,028,209 Restricted stock units 949,774 Weighted-average shares of Class A common stock and potential Class A common stock 62,163,390 Earnings per share of Class A common stock - diluted $ 0.00 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company’s potentially dilutive securities were not included in the calculation of diluted loss per share for the three months ended March 31, 2022 as the effect would be anti-dilutive. The following table summarizes the shares and units with a potentially dilutive impact: As of March 31, 2022 QLH Class B-1 Units 19,597,671 Restricted Class A Shares 416,725 Restricted stock units 6,659,182 Potential dilutive shares 26,673,578 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | |||
Accounts receivable, allowance for credit losses | $ 464 | $ 609 | |
Revenue | 142,599 | $ 173,588 | |
Accounts receivable | 61,163 | 76,094 | |
Total purchases | 120,881 | 147,180 | |
Accounts payable | 51,509 | 61,770 | |
Paid to related party | 900 | ||
Amount reimbursable to related party | $ 1,500 | $ 2,300 | |
Tax Receivables Agreement | |||
Significant Accounting Policies [Line Items] | |||
Related party transaction rate (as a percent) | 85.00% | ||
Paid to related party | $ 200 | ||
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | Top One Customer | |||
Significant Accounting Policies [Line Items] | |||
Revenue | $ 19,000 | ||
Concentration risk percentage | 13.00% | ||
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | Top Three Customer | |||
Significant Accounting Policies [Line Items] | |||
Revenue | $ 68,000 | ||
Concentration risk percentage | 39.00% | ||
Customer Concentration Risk | Accounts Receivable | Top One Customer | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | ||
Accounts receivable | $ 7,000 | ||
Supplier Concentration Risk | Purchases | Top One Supplier | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 11.00% | ||
Total purchases | $ 14,000 | ||
Supplier Concentration Risk | Purchases | Top Two Suppliers | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 21.00% | ||
Total purchases | $ 32,000 | ||
Supplier Concentration Risk | Accounts Payable Benchmark | Top One Supplier | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 15.00% | ||
Accounts payable | $ 8,000 | ||
Supplier Concentration Risk | Accounts Payable Benchmark | Top Two Suppliers | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 34.00% | ||
Accounts payable | $ 21,000 |
Disaggregation of Revenue - Sum
Disaggregation of Revenue - Summary of Disaggregation of Revenue by Transaction Model (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 142,599 | $ 173,588 |
Open marketplace transactions | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 138,096 | 169,348 |
Private marketplace transactions | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 4,503 | $ 4,240 |
Disaggregation of Revenue - S_2
Disaggregation of Revenue - Summary of Disaggregation of Revenue by Product Vertical (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 142,599 | $ 173,588 |
Property & casualty insurance | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 87,454 | 125,541 |
Health insurance | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 42,109 | 35,896 |
Life insurance | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,067 | 7,953 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 5,969 | $ 4,198 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets [Line Items] | |||
Gross carrying amount | $ 26,567 | $ 26,567 | |
Accumulated amortization | (14,683) | (14,000) | |
Net carrying amount | 11,884 | 12,567 | $ 15,551 |
Goodwill | $ 18,402 | 18,402 | $ 18,402 |
Customer relationships | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful life (months) | 120 months | ||
Gross carrying amount | $ 25,040 | 25,040 | |
Accumulated amortization | (13,362) | (12,730) | |
Net carrying amount | $ 11,678 | 12,310 | |
Non-compete agreements | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful life (months) | 60 months | ||
Gross carrying amount | $ 303 | 303 | |
Accumulated amortization | (277) | (268) | |
Net carrying amount | $ 26 | 35 | |
Domain names | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful life (months) | 60 months | ||
Gross carrying amount | $ 1,224 | 1,224 | |
Accumulated amortization | (1,044) | (1,002) | |
Net carrying amount | $ 180 | $ 222 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 683,000 | $ 746,000 | $ 2,984,000 |
Accumulated impairment of goodwill | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Change in Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill | |||
Beginning balance | $ 18,402 | $ 18,402 | $ 18,402 |
Ending balance | 18,402 | 18,402 | |
Intangible assets | |||
Beginning balance | 12,567 | 15,551 | 15,551 |
Amortization | (683) | $ (746) | (2,984) |
Ending balance | $ 11,884 | $ 12,567 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Future Amortization Expense on Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2022 - Remaining Period | $ 2,048 | ||
2023 | 2,388 | ||
2024 | 2,211 | ||
2025 | 2,028 | ||
2026 | 1,880 | ||
Thereafter | 1,329 | ||
Net carrying amount | $ 11,884 | $ 12,567 | $ 15,551 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related expenses | $ 1,727 | $ 5,030 |
Accrued operating expenses | 1,634 | 1,103 |
Other accrued expenses | 6,651 | 7,583 |
Total accrued expenses | $ 10,012 | $ 13,716 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jul. 29, 2021 | |
Debt Instrument [Line Items] | ||||
Existing term loans outstanding | $ 184,618,000 | $ 186,799,000 | ||
Interest expense | 1,400,000 | $ 2,300,000 | ||
Amortization of deferred debt issuance costs | 209,000 | $ 345,000 | ||
Accrued interest | 0 | 1,700,000 | ||
2021 Credit Facilities | Term loan | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 190,000,000 | |||
2021 Credit Facilities | Revolving Credit Facility | Line of credit | ||||
Debt Instrument [Line Items] | ||||
Revolving line of credit | 50,000,000 | |||
Outstanding amount drawn under revolving credit facility | $ 0 | $ 0 | ||
2020 Credit Facilities | Term loan | ||||
Debt Instrument [Line Items] | ||||
Existing term loans outstanding | $ 186,400,000 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt issuance costs | $ (3,007) | $ (3,201) |
Total debt | 184,618 | 186,799 |
Debt issuance costs | 760 | 770 |
Current portion of long-term debt | (8,740) | (8,730) |
Total long-term debt | 175,878 | 178,069 |
Term loan | 2021 Credit Facilities | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 187,625 | $ 190,000 |
Long-term Debt - Schedule of Ex
Long-term Debt - Schedule of Expected Future Principal Payments for Borrowings (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2022–Remaining Period | $ 7,125 | |
2023 | 9,500 | |
2024 | 9,500 | |
2025 | 9,500 | |
2026 | 152,000 | |
Debt and issuance costs | 187,625 | |
Unamortized debt issuance costs | (3,007) | $ (3,201) |
Long term debt | $ 184,618 | $ 186,799 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Contingency reserves for litigation liabilities | $ 0 | $ 0 |
Equity-based Compensation - Sum
Equity-based Compensation - Summary of Equity-based Compensation Cost Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | $ 13,773 | $ 10,602 |
QLH Class B units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | 0 | 0 |
QLH restricted Class B-1 units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | 85 | 124 |
Restricted Class A shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | 348 | 267 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | $ 13,340 | $ 10,211 |
Equity-based Compensation - Sch
Equity-based Compensation - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | $ 13,773 | $ 10,602 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | 398 | 400 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | 2,705 | 1,702 |
Product development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | 2,249 | 1,332 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | $ 8,421 | $ 7,168 |
Equity-based Compensation - Add
Equity-based Compensation - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
QLH restricted Class B-1 units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 0.5 |
Weighted average period of recognition | 1 year 7 months 24 days |
Restricted Class A shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 1.6 |
Weighted average period of recognition | 1 year 7 months 13 days |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 117.5 |
Weighted average period of recognition | 2 years 6 months 21 days |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 14, 2022 | |
Equity [Abstract] | ||
Amount of shares authorized to be repurchased | $ 5 | |
Shares repurchased (in shares) | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||
Effective income tax rate | (13.10%) | 179.30% | |
Statutory federal tax rate | 21.00% | ||
Conversion of stock (in shares) | 60,197 | ||
Deferred tax assets | $ 200 | ||
Deferred tax assets related to additional tax basis increases generated from expected future payments under TR | 100 | ||
Paid to related party | 900 | ||
Liabilities under tax receivables agreement, net of current portion | 81,850 | $ 85,027 | |
Tax Receivables Agreement | |||
Income Tax Disclosure [Line Items] | |||
Increase in liabilities under tax receivable agreement | $ 300 | ||
Percentage of additional liability of the aggregate tax benefits | 85.00% | ||
Paid to related party | $ 200 | ||
Liabilities under tax receivables agreement, net of current portion | 84,600 | ||
Tax Receivables Agreement | Accrued Expenses | |||
Income Tax Disclosure [Line Items] | |||
Liabilities under tax receivables agreement, net of current portion | 2,800 | ||
QLH | |||
Income Tax Disclosure [Line Items] | |||
Deferred tax assets | $ 80,100 |
Income Taxes - Summary of Our I
Income Taxes - Summary of Our Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
(Loss) before income taxes | $ (8,705) | $ (203) |
Income tax expense (benefit) | $ 1,143 | $ (364) |
Effective Tax Rate | (13.10%) | 179.30% |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic | ||
Net (loss) income | $ (9,848) | $ 161 |
Less: net (loss) attributable to non-controlling interest | (2,772) | (124) |
Net (loss) income available for basic common shares | $ (7,076) | $ 285 |
Weighted-average shares of Class A common stock outstanding - Basic (in shares) | 40,847,941 | 33,136,632 |
(Loss) earnings per share of Class A common stock - Basic (in dollars per share) | $ (0.17) | $ 0.01 |
Diluted | ||
Net (loss) income | $ (9,848) | $ 161 |
Add: incremental tax benefits related to exchange of Class B-units | 115 | |
Net income available for diluted common shares | $ 276 | |
Weighted-average shares of Class A common stock outstanding - Diluted (in shares) | 40,847,941 | 62,163,390 |
Earnings per share of Class A common stock - Diluted (in dollars per share) | $ (0.17) | $ 0 |
Restricted stock units | ||
Diluted | ||
Weighted-average shares of Class A common stock outstanding - Diluted (in shares) | 949,774 | |
Restricted Class A shares | ||
Diluted | ||
Weighted-average shares of Class A common stock outstanding - Diluted (in shares) | 3,028,209 | |
Class A Common Stock and Potential Class A Common Stock | ||
Diluted | ||
Weighted-average shares of Class A common stock outstanding - Diluted (in shares) | 62,163,390 | |
Class A Common | ||
Basic | ||
Weighted-average shares of Class A common stock outstanding - Basic (in shares) | 40,847,941 | 33,136,632 |
(Loss) earnings per share of Class A common stock - Basic (in dollars per share) | $ (0.17) | $ 0.01 |
Diluted | ||
Weighted-average shares of Class A common stock outstanding - Diluted (in shares) | 40,847,941 | 33,136,632 |
Earnings per share of Class A common stock - Diluted (in dollars per share) | $ 0 | |
Class B-1 Units | ||
Diluted | ||
Weighted-average shares of Class A common stock outstanding - Diluted (in shares) | 25,048,775 |
Earnings (Loss) Per Share- Sche
Earnings (Loss) Per Share- Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential dilutive shares (in shares) | 26,673,578 |
QLH Class B-1 Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential dilutive shares (in shares) | 19,597,671 |
Restricted Class A shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential dilutive shares (in shares) | 416,725 |
Restricted stock units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential dilutive shares (in shares) | 6,659,182 |
Non-Controlling Interest - Addi
Non-Controlling Interest - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||
Conversion of stock (in shares) | 60,197 | |
QLH | ||
Noncontrolling Interest [Line Items] | ||
Non-controlling interests owned | 68.20% | 67.90% |
QLH | QLH Class B-1 Unitholders | ||
Noncontrolling Interest [Line Items] | ||
Remaining non-controlling interests owned | 31.80% | 32.10% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Apr. 01, 2022 | Feb. 24, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Subsequent Event [Line Items] | ||||
Cash payments for asset acquisition | $ 40 | $ 69 | ||
Customer Helper Team, LLC | ||||
Subsequent Event [Line Items] | ||||
Cash payments for asset acquisition | $ 50,000 | |||
Contingent payments | $ 20,000 | |||
Contingent consideration period (in years) | 2 years | |||
Customer Helper Team, LLC | Revolving Credit Facility | 2021 Credit Facilities | Line of credit | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Revolving line of credit | $ 25,000 |