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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q
________________
(Mark One)
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2024
or
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File Number: 001-39671
____________________
MediaAlpha, Inc.
(Exact name of registrant as specified in its charter)
____________________
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Delaware | 85-1854133 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
700 South Flower Street, Suite 640
Los Angeles, California 90017
(Address of principal executive offices, including zip code)
(213) 316-6256
(Registrant's telephone number, including area code)
_______________
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, $0.01 par value per share | | MAX | | NYSE |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☐ | | Accelerated filer | ☒ |
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Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
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Emerging growth company | ☐ | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 31, 2024, there were 54,729,353 shares of MediaAlpha, Inc.'s Class A common stock, $0.01 par value per share, and 11,574,029 shares of MediaAlpha, Inc.’s Class B common stock, par value $0.01 per share, outstanding.
MediaAlpha, Inc. and Subsidiaries
TABLE OF CONTENTS
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Certain Definitions
As used in this Quarterly Report on Form 10-Q:
•“Class A-1 units” refers to the Class A-1 units of QL Holdings LLC (“QLH”).
•“Class B-1 units” refers to the Class B-1 units of QLH.
•“Company,” “we,” or “us” refers to MediaAlpha, Inc. and its consolidated subsidiaries, unless the context requires otherwise.
•“Consumer Referral” means any consumer click, call or lead purchased by a buyer on our platform.
•“Consumers” and “customers” refer interchangeably to end consumers. Examples include individuals shopping for insurance policies.
•“Digital consumer traffic” refers to visitors to the mobile, tablet, desktop and other digital platforms of our supply partners, as well as to our proprietary websites.
•“Direct-to-consumer” or “DTC” means the sale of insurance products or services directly to end consumers, without the use of retailers, brokers, agents or other intermediaries.
•“Distributor” means any company or individual that is involved in the distribution of insurance, such as an insurance agent or broker.
•“Exchange agreement” means the exchange agreement, dated as of October 27, 2020 by and among MediaAlpha, Inc., QLH, Intermediate Holdco, Inc. and certain Class B-1 unitholders party thereto.
•“Founders” means, collectively, Steven Yi, Eugene Nonko, and Ambrose Wang.
•“High-intent” consumer or customer means an in-market consumer that is actively browsing, researching or comparing the types of products or services that our partners sell.
•“Insignia” means Insignia Capital Group, L.P. and its affiliates.
•“Intermediate Holdco” means Guilford Holdings, Inc., our wholly owned subsidiary and the owner of all Class A-1 units.
•“Inventory,” when referring to our supply partners, means the volume of Consumer Referral opportunities.
•“IPO” means our initial public offering of our Class A common stock, which closed on October 30, 2020.
•“Legacy Profits Interest Holders” means certain current or former employees of QLH or its subsidiaries (other than the Senior Executives), who indirectly held Class B units in QLH prior to our IPO and includes any estate planning vehicles or other holding companies through which such persons hold their units in QLH (which holding companies may or may not include QL Management Holdings LLC).
•“Lifetime value” or “LTV” is a type of metric that many of our business partners use to measure the estimated total worth to a business of a customer over the expected period of their relationship.
•“Open Marketplace” refers to one of our two business models. In Open Marketplace transactions, we have separate agreements with demand partners and suppliers. We earn fees from our demand partners and separately pay a revenue share to suppliers and a fee to Internet search companies to drive consumers to our proprietary websites.
•“Partner” refers to a buyer or seller on our platform, also referred to as “demand partners” and “supply partners,” respectively.
◦“Demand partner” refers to a buyer on our platform. As discussed under Part I, Item 2. Management’s Discussion & Analysis – Management Overview, our demand partners are generally insurance carriers and distributors looking to target high-intent consumers deep in their purchase journey.
◦“Supply partner” or “supplier” refers to a seller to our platform. As discussed under Part I, Item 2. Management’s Discussion & Analysis – Management Overview, our supply partners are primarily insurance carriers looking to maximize the value of non-converting or low LTV consumers, and insurance-focused research destinations or other financial websites looking to monetize high-intent consumers.
•“Private Marketplace” refers to one of our two business models. In Private Marketplace transactions, demand partners and suppliers contract with one another directly and leverage our platform to facilitate transparent, real-time transactions utilizing the reporting and analytical tools available to them from use of our platform. We charge a fee based on the Transaction Value of the Consumer Referrals sold through Private Marketplace transactions.
•“Proprietary” means, when used in reference to our properties, the websites and other digital properties that we own and operate. Our proprietary properties are a source of Consumer Referrals on our platform.
•“Reorganization Transactions” means the series of reorganization transactions completed on October 27, 2020 in connection with our IPO.
•“Senior Executives” means the Founders and the other current and former officers of the Company listed in Exhibit A to the Exchange Agreement. This term also includes any estate planning vehicles or other holding companies through which such persons hold their units in QLH.
•“Transaction Value” means the total gross dollars transacted by our partners on our platform.
•“Vertical” means a market dedicated to a specific set of products or services sold to end consumers. Examples include property & casualty insurance, life insurance, health insurance, and travel.
•“White Mountains” means White Mountains Insurance Group, Ltd. and its affiliates.
•“Yield” means the return to our sellers on their inventory of Consumer Referrals sold on our platform.
Cautionary Statement Regarding Forward-Looking Statements and Risk Factor Summary
We are including this Cautionary Statement to caution investors and qualify for the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”) for forward-looking statements. This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:
•Our ability to attract and retain supply partners and demand partners to our platform and to make available quality Consumer Referrals at attractive volumes and prices to drive transactions on our platform;
•Our reliance on a limited number of supply partners and demand partners, many of which have no long-term contractual commitments with us, and any potential termination of those relationships;
•Fluctuations in customer acquisition spending by property and casualty insurance carriers due to unexpected changes in underwriting profitability as the carriers go through cycles in their business;
•Existing and future laws and regulations affecting the property & casualty insurance, health insurance and life insurance verticals;
•Changes and developments in the regulation of the underlying industries in which our partners operate;
•Competition with other technology companies engaged in digital customer acquisition, as well as buyers that attract consumers through their own customer acquisition strategies, third-party online platforms or other methods of distribution;
•Our ability to attract, integrate and retain qualified employees;
•Reductions in DTC digital spend by our buyers;
•Mergers and acquisitions could result in additional dilution and otherwise disrupt our operations and harm our operating results and financial condition;
•Our dependence on internet search companies to direct a significant portion of visitors to our suppliers’ websites and our proprietary websites;
•The impact of broad-based pandemics or public health crises, such as COVID-19;
•The terms and restrictions of our existing and future indebtedness;
•Disruption to operations as a result of future acquisitions;
•Our failure to obtain, maintain, protect and enforce our intellectual property rights, proprietary systems, technology and brand;
•Our ability to develop new offerings and penetrate new vertical markets;
•Our ability to manage future growth effectively;
•Our reliance on data provided to us by our demand and supply partners and consumers;
•Natural disasters, public health crises, political crises, economic downturns, or other unexpected events;
•Significant estimates and assumptions in the preparation of our consolidated financial statements;
•Potential litigation and claims, including claims by regulatory agencies and intellectual property disputes;
•Our ability to collect our receivables from our partners;
•Fluctuations in our financial results caused by seasonality;
•The development of the DTC insurance distribution sector and evolving nature of our relatively new business model;
•Disruptions to or failures of our technological infrastructure and platform;
•Failure to manage and maintain relationships with third-party service providers;
•Cybersecurity breaches or other attacks involving our systems or those of our partners or third-party service providers;
•Our ability to protect consumer information and other data and risks of reputational harm due to an actual or perceived failure by us to protect such information and other data;
•Risks related to laws and regulation to which we are subject both in the U.S. and internationally, many of which are evolving;
•Risks related to changes in tax laws or exposure to additional income or other tax liabilities could affect our future profitability;
•Risks related to being a public company;
•Risks related to internal control over financial reporting;
•Risks related to shares of our Class A common stock;
•Risks related to our intention to take advantage of certain exemptions as a “controlled company” under the rules of the NYSE, and the fact that the interests of our controlling stockholders (White Mountains, Insignia, and the Founders) may conflict with those of other investors;
•Risks related to our corporate structure; and
•The other risk factors described under Part I, Item 1A "Risk Factors" in our 2023 Annual Report on Form 10-K.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Quarterly Report on Form 10-Q. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Part I. Financial Information
Item 1. Financial Statements.
MediaAlpha, Inc. and subsidiaries
Consolidated Balance Sheets
(Unaudited; in thousands, except share data and per share amounts)
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
Assets | | | |
Current assets | | | |
Cash and cash equivalents | $ | 28,659 | | | $ | 17,271 | |
Accounts receivable, net of allowance for credit losses of $684 and $537, respectively | 90,696 | | | 53,773 | |
Prepaid expenses and other current assets | 3,340 | | | 3,529 | |
Total current assets | 122,695 | | | 74,573 | |
Intangible assets, net | 22,797 | | | 26,015 | |
Goodwill | 47,739 | | | 47,739 | |
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Other assets | 4,994 | | | 5,598 | |
Total assets | $ | 198,225 | | | $ | 153,925 | |
Liabilities and stockholders' deficit | | | |
Current liabilities | | | |
Accounts payable | $ | 90,604 | | | $ | 56,279 | |
Accrued expenses | 11,808 | | | 11,588 | |
Current portion of long-term debt | 8,829 | | | 11,854 | |
Total current liabilities | 111,241 | | | 79,721 | |
Long-term debt, net of current portion | 158,023 | | | 162,445 | |
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Other long-term liabilities | 6,931 | | | 6,184 | |
Total liabilities | $ | 276,195 | | | $ | 248,350 | |
Commitments and contingencies (Note 5) | | | |
Stockholders' (deficit) | | | |
Class A common stock, $0.01 par value - 1.0 billion shares authorized; 54.7 million and 47.4 million shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 547 | | | 474 | |
Class B common stock, $0.01 par value - 100 million shares authorized; 11.6 million and 18.1 million shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 116 | | | 181 | |
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023 | — | | | — | |
Additional paid-in capital | 494,995 | | | 511,613 | |
Accumulated deficit | (520,055) | | | (522,562) | |
Total stockholders' (deficit) attributable to MediaAlpha, Inc. | $ | (24,397) | | | $ | (10,294) | |
Non-controlling interest | (53,573) | | | (84,131) | |
Total stockholders' (deficit) | $ | (77,970) | | | $ | (94,425) | |
Total liabilities and stockholders' deficit | $ | 198,225 | | | $ | 153,925 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
MediaAlpha, Inc. and subsidiaries
Consolidated Statements of Operations
(Unaudited; in thousands, except share data and per share amounts)
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| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Revenue | $ | 178,274 | | | $ | 84,772 | | | $ | 304,923 | | | $ | 196,402 | |
Costs and operating expenses | | | | | | | |
Cost of revenue | 146,589 | | | 71,006 | | | 249,558 | | | 164,268 | |
Sales and marketing | 6,316 | | | 6,707 | | | 12,112 | | | 13,701 | |
Product development | 5,052 | | | 5,061 | | | 9,415 | | | 10,229 | |
General and administrative | 13,824 | | | 18,070 | | | 24,973 | | | 33,825 | |
Total costs and operating expenses | 171,781 | | | 100,844 | | | 296,058 | | | 222,023 | |
Income (loss) from operations | 6,493 | | | (16,072) | | | 8,865 | | | (25,621) | |
Other (income) expense, net | (1,808) | | | (116) | | | (1,817) | | | 1,265 | |
Interest expense | 3,751 | | | 3,874 | | | 7,596 | | | 7,450 | |
Total other expense, net | 1,943 | | | 3,758 | | | 5,779 | | | 8,715 | |
Income (loss) before income taxes | 4,550 | | | (19,830) | | | 3,086 | | | (34,336) | |
Income tax expense | 130 | | | 150 | | | 157 | | | 228 | |
Net income (loss) | $ | 4,420 | | | $ | (19,980) | | | $ | 2,929 | | | $ | (34,564) | |
Net income (loss) attributable to non-controlling interest | 800 | | | (5,694) | | | 422 | | | (10,012) | |
Net income (loss) attributable to MediaAlpha, Inc. | $ | 3,620 | | | $ | (14,286) | | | $ | 2,507 | | | $ | (24,552) | |
Net income (loss) per share of Class A common stock | | | | | | | |
-Basic | $ | 0.07 | | | $ | (0.32) | | | $ | 0.05 | | | $ | (0.55) | |
-Diluted | $ | 0.07 | | | $ | (0.32) | | | $ | 0.04 | | | $ | (0.55) | |
Weighted average shares of Class A common stock outstanding | | | | | | | |
-Basic | 53,367,896 | | | 45,160,646 | | | 50,971,172 | | | 44,518,890 | |
-Diluted | 53,367,896 | | | 45,160,646 | | | 65,868,384 | | | 44,518,890 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
MediaAlpha, Inc. and subsidiaries
Consolidated Statements of Stockholders’ Equity (Deficit)
(Unaudited; in thousands, except share data)
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| Class A common stock | | Class B common stock | | Additional Paid-In- Capital | | Accumulated deficit | | Non- Controlling Interest | | Total Stockholders’ (Deficit) |
| Units | | Amount | | Units | | Amount | | Amount | | Amount | | Amount | | Amount |
Balance at December 31, 2023 | 47,360,454 | | | $ | 474 | | | 18,070,829 | | | $ | 181 | | | $ | 511,613 | | | $ | (522,562) | | | $ | (84,131) | | | $ | (94,425) | |
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Exchange of non-controlling interest for Class A common stock | 3,057,000 | | | 31 | | | (3,057,000) | | | (31) | | | (14,280) | | | — | | | 14,280 | | | — | |
Vesting of restricted stock units | 407,803 | | | 3 | | | — | | | — | | | (3) | | | — | | | — | | | — | |
Equity-based compensation | — | | | — | | | — | | | — | | | 8,575 | | | — | | | 7 | | | 8,582 | |
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Shares withheld on tax withholding on vesting of restricted stock units | — | | | — | | | — | | | — | | | (1,956) | | | — | | | — | | | (1,956) | |
Distributions to non-controlling interests | — | | | — | | | — | | | — | | | — | | | — | | | (113) | | | (113) | |
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Net (loss) | — | | | — | | | — | | | — | | | — | | | (1,113) | | | (378) | | | (1,491) | |
Balance at March 31, 2024 | 50,825,257 | | | $ | 508 | | | 15,013,829 | | | $ | 150 | | | $ | 503,949 | | | $ | (523,675) | | | $ | (70,335) | | | $ | (89,403) | |
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Exchange of non-controlling interest for Class A common stock | 3,439,800 | | | 34 | | | (3,439,800) | | | (34) | | | (16,104) | | | — | | | 16,104 | | | — | |
Vesting of restricted stock units | 464,296 | | | 5 | | | — | | | — | | | (5) | | | — | | | — | | | — | |
Equity-based compensation | — | | | — | | | — | | | — | | | 8,876 | | | — | | | 6 | | | 8,882 | |
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Shares withheld on tax withholding on vesting of restricted stock units | — | | | — | | | — | | | — | | | (1,721) | | | — | | | — | | | (1,721) | |
Contributions from QLH’s members | — | | | — | | | — | | | — | | | — | | | — | | | 756 | | | 756 | |
Distributions to non-controlling interests | — | | | — | | | — | | | — | | | — | | | — | | | (904) | | | (904) | |
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Net income | — | | | — | | | — | | | — | | | — | | | 3,620 | | | 800 | | | 4,420 | |
Balance at June 30, 2024 | 54,729,353 | | | $ | 547 | | | 11,574,029 | | | $ | 116 | | | $ | 494,995 | | | $ | (520,055) | | | $ | (53,573) | | | $ | (77,970) | |
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| Class A common stock | | Class B common stock | | Additional Paid-In- Capital | | Accumulated deficit | | Non- Controlling Interest | | Total Stockholders’ (Deficit) |
| Units | | Amount | | Units | | Amount | | Amount | | Amount | | Amount | | Amount |
Balance at December 31, 2022 | 43,650,634 | | | $ | 437 | | | 18,895,493 | | | $ | 189 | | | $ | 465,523 | | | $ | (482,142) | | | $ | (70,091) | | | $ | (86,084) | |
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Exchange of non-controlling interest for Class A common stock | 10,000 | | | — | | | (10,000) | | | — | | | (39) | | | — | | | 39 | | | — | |
Vesting of restricted stock units | 608,022 | | | 6 | | | — | | | — | | | (6) | | | — | | | — | | | — | |
Equity-based compensation | — | | | — | | | — | | | — | | | 14,259 | | | — | | | 45 | | | 14,304 | |
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Shares withheld on tax withholding on vesting of restricted stock units | — | | | — | | | — | | | — | | | (1,238) | | | — | | | — | | | (1,238) | |
Distributions to non-controlling interests | — | | | — | | | — | | | — | | | — | | | — | | | (1,104) | | | (1,104) | |
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Net (loss) | — | | | — | | | — | | | — | | | — | | | (10,266) | | | (4,318) | | | (14,584) | |
Balance at March 31, 2023 | 44,268,656 | | | $ | 443 | | | 18,885,493 | | | $ | 189 | | | $ | 478,499 | | | $ | (492,408) | | | $ | (75,429) | | | $ | (88,706) | |
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Exchange of non-controlling interest for Class A common stock | 766,000 | | | 8 | | | (766,000) | | | (8) | | | (3,130) | | | — | | | 3,130 | | | — | |
Vesting of restricted stock units | 822,147 | | | 8 | | | — | | | — | | | (8) | | | — | | | — | | | — | |
Equity-based compensation | — | | | — | | | — | | | — | | | 15,171 | | | — | | | 14 | | | 15,185 | |
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Shares withheld on tax withholding on vesting of restricted stock units | — | | | — | | | — | | | — | | | (701) | | | — | | | — | | | (701) | |
Distributions to non-controlling interests | — | | | — | | | — | | | — | | | — | | | — | | | (192) | | | (192) | |
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Net (loss) | — | | | — | | | — | | | — | | | — | | | (14,286) | | | (5,694) | | | (19,980) | |
Balance at June 30, 2023 | 45,856,803 | | | $ | 459 | | | 18,119,493 | | | $ | 181 | | | $ | 489,831 | | | $ | (506,694) | | | $ | (78,171) | | | $ | (94,394) | |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
MediaAlpha, Inc. and subsidiaries
Consolidated Statements of Cash Flows
(Unaudited; in thousands)
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
Cash flows from operating activities | | | |
Net income (loss) | $ | 2,929 | | | $ | (34,564) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | |
Equity-based compensation expense | 17,855 | | | 29,489 | |
Non-cash lease expense | 395 | | | 337 | |
Depreciation expense on property and equipment | 126 | | | 188 | |
Amortization of intangible assets | 3,218 | | | 3,458 | |
Amortization of deferred debt issuance costs | 380 | | | 398 | |
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Impairment of cost method investment | — | | | 1,406 | |
Credit losses | 147 | | | (250) | |
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Tax receivable agreement liability adjustments | — | | | 6 | |
Changes in operating assets and liabilities: | | | |
Accounts receivable | (37,070) | | | 27,659 | |
Prepaid expenses and other current assets | 159 | | | 2,364 | |
Other assets | 249 | | | 250 | |
Accounts payable | 34,325 | | | (16,177) | |
Accrued expenses | 574 | | | 1,777 | |
Net cash provided by operating activities | $ | 23,287 | | | $ | 16,341 | |
Cash flows from investing activities | | | |
Purchases of property and equipment | (164) | | | (47) | |
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Net cash (used in) investing activities | $ | (164) | | | $ | (47) | |
Cash flows from financing activities | | | |
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Payments made for / proceeds received from: | | | |
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Repayments on long-term debt | (7,797) | | | (4,750) | |
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Contributions from QLH’s members | 756 | | | — | |
Distributions | (1,017) | | | (1,296) | |
Payments pursuant to tax receivable agreement | — | | | (2,822) | |
Shares withheld for taxes on vesting of restricted stock units | (3,677) | | | (1,939) | |
Net cash (used in) financing activities | $ | (11,735) | | | $ | (10,807) | |
Net increase in cash and cash equivalents | 11,388 | | | 5,487 | |
Cash and cash equivalents, beginning of period | 17,271 | | | 14,542 | |
Cash and cash equivalents, end of period | $ | 28,659 | | | $ | 20,029 | |
Supplemental disclosures of cash flow information | | | |
Cash paid during the period for: | | | |
Interest | $ | 7,300 | | | $ | 6,423 | |
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Income tax refunds, net of taxes paid | $ | (2) | | | $ | (233) | |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
MediaAlpha, Inc. and subsidiaries
Notes to the Consolidated Financial Statements
(Unaudited)
1. Summary of significant accounting policies
The Company's significant accounting policies are included in the 2023 Annual Report on Form 10-K and did not materially change during the six months ended June 30, 2024.
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, 2023 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 2023 Annual Report on Form 10-K.
Accounts receivable
Accounts receivable are net of allowances for credit losses of $0.7 million and $0.5 million as of June 30, 2024 and December 31, 2023, respectively.
Concentrations of credit risk and of significant customers and suppliers
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts and believes it is not exposed to unusual risk beyond the normal credit risk in this area based on the financial strength of the institutions with which the Company maintains its deposits.
The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivable, and recording allowances for credit losses. The Company's supplier concentration can also expose it to business risks.
Customer and supplier concentrations consisted of the below:
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| Three Months Ended June 30, 2024 | | Three Months Ended June 30, 2023 |
| Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | | Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total |
Revenue | 2 | | $ | 70 | | 39 | % | | — | $ | — | | — | % |
Purchases | — | | $ | — | | — | % | | 1 | $ | 8 | | 11 | % |
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| Six Months Ended June 30, 2024 | | Six Months Ended June 30, 2023 |
| Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | | Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total |
Revenue | 2 | | $ | 95 | | 31 | % | | 1 | $ | 22 | | 11 | % |
Purchases | 1 | | $ | 25 | | 10 | % | | 1 | $ | 17 | | 11 | % |
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| As of June 30, 2024 | | As of December 31, 2023 |
| Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | | Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total |
Accounts receivable | 2 | | $ | 42 | | 46 | % | | 1 | $ | 7 | | 14 | % |
Accounts payable | 1 | | $ | 10 | | 11 | % | | 1 | $ | 12 | | 21 | % |
Related Party Transactions
The Company is party to the tax receivables agreement ("TRA") under which it is contractually committed to pay certain holders of Class B-1 units 85% of the amount of any tax benefits that the Company actually realizes, or in some cases is deemed to realize, as a result of certain transactions. During the three and six months ended June 30, 2024, no payments were made pursuant to the TRA. During the three and six months ended June 30, 2023, payments of $0 and $2.8 million, respectively, were made pursuant to the TRA.
Liquidity
As of June 30, 2024, the aggregate principal amount outstanding under the 2021 Credit Facilities was $168.2 million, with $45.0 million remaining for borrowing under the 2021 Revolving Credit Facility. As of June 30, 2024, the Company was in compliance with all of its financial covenants under such credit facilities. The Company’s ability to continue to comply with its covenants will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control.
The Company’s results are subject to fluctuations as a result of business cycles experienced by companies in the insurance industry. During the second half of 2021, the auto insurance industry began to experience a cyclical downturn, as supply chain disruptions and cost increases caused by the pandemic and overall inflationary pressures contributed to higher-than-expected P&C insurance claims costs, which led many carriers to reduce their customer acquisition spending to preserve their profitability. However, the recovery in the Property & Casualty (P&C) vertical gained significant momentum during the first half of 2024, with multiple carriers meaningfully increasing their spending in the Company's marketplace. While the Company expects this trend to continue as additional carriers refocus on growth in light of improved underwriting profitability, the Company is currently unable to accurately predict the pace or slope of this recovery, or its impact on the Company’s revenue from the P&C insurance vertical or the Company’s profitability, beyond the third quarter of 2024. The Company believes that its expected near-term revenue, cash on hand and availability to access additional cash under its 2021 Revolving Credit Facility are sufficient to meet its operating and capital expenditure requirements, and to continue to comply with its debt covenants, for at least the next twelve months as of the filing date of this Quarterly Report on Form 10-Q.
The extent to which market conditions impact the Company’s business, results of operations, cash flows and financial condition will depend on future developments impacting its carrier partners, including inflation rates, the extent of any major catastrophic losses, and the timing of regulatory approval of premium rate increases, which remain highly uncertain and cannot be predicted with accuracy. The Company considered the impact of this uncertainty on the assumptions and estimates used when preparing these quarterly financial statements. These assumptions and estimates may continue to change as new events occur, and such changes could have an adverse impact on the Company's results of operations, financial position and liquidity.
New Accounting Pronouncements
Recently adopted accounting pronouncements
There have been no recently adopted accounting pronouncements by the Company.
Recently issued not yet adopted accounting pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, that requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosure. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments in this ASU should be applied on a prospective basis but retrospective application
is permitted. The Company is currently evaluating the impact of the ASU on its disclosures in the consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis to all periods presented. The Company is currently evaluating the impact of the ASU on disclosures in its consolidated financial statements.
2. Disaggregation of revenue
The following table shows the Company’s revenue disaggregated by transaction model:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
(in thousands) | | 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | | |
Open marketplace transactions | | $ | 171,504 | | | $ | 82,856 | | | $ | 293,933 | | | $ | 190,515 | |
Private marketplace transactions | | 6,770 | | | 1,916 | | | 10,990 | | | 5,887 | |
Total | | $ | 178,274 | | | $ | 84,772 | | | $ | 304,923 | | | $ | 196,402 | |
The following table shows the Company’s revenue disaggregated by product vertical:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
(in thousands) | | 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | | |
Property & casualty insurance | | $ | 134,422 | | | $ | 39,492 | | | $ | 203,664 | | | $ | 94,599 | |
Health insurance | | 34,774 | | | 35,628 | | | 82,053 | | | 81,231 | |
Life insurance | | 6,518 | | | 5,889 | | | 14,081 | | | 12,980 | |
Other | | 2,560 | | | 3,763 | | | 5,125 | | | 7,592 | |
Total | | $ | 178,274 | | | $ | 84,772 | | | $ | 304,923 | | | $ | 196,402 | |
3. Goodwill and intangible assets
Goodwill and intangible assets consisted of:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of |
| | | | June 30, 2024 | | December 31, 2023 |
(in thousands) | | Useful life (months) | | Gross carrying amount | | Accumulated amortization | | Net carrying amount | | Gross carrying amount | | Accumulated amortization | | Net carrying amount |
Customer relationships | | 84 - 120 | | $ | 43,500 | | | $ | (26,724) | | | $ | 16,776 | | | $ | 43,500 | | | $ | (23,947) | | | $ | 19,553 | |
Non-compete agreements | | 60 | | 303 | | | (303) | | | — | | | 303 | | | (303) | | | — | |
Trademarks, trade names, and domain names | | 60 - 120 | | 8,884 | | | (2,863) | | | 6,021 | | | 8,884 | | | (2,422) | | | 6,462 | |
Intangible assets | | | | $ | 52,687 | | | $ | (29,890) | | | $ | 22,797 | | | $ | 52,687 | | | $ | (26,672) | | | $ | 26,015 | |
Goodwill | | Indefinite | | $ | 47,739 | | | $ | — | | | $ | 47,739 | | | $ | 47,739 | | | $ | — | | | $ | 47,739 | |
Amortization expense related to intangible assets amounted to $1.6 million and $1.7 million for the three months ended June 30, 2024 and 2023, respectively, and $3.2 million and $3.5 million for the six months ended June 30, 2024 and 2023, respectively. The Company has no accumulated impairment of goodwill.
The following table presents the changes in goodwill and intangible assets:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of |
| | June 30, 2024 | | December 31, 2023 |
(in thousands) | | Goodwill | | Intangible assets | | Goodwill | | Intangible assets |
Beginning balance at January 1, | | $ | 47,739 | | | $ | 26,015 | | | $ | 47,739 | | | $ | 32,932 | |
| | | | | | | | |
Amortization | | — | | | (3,218) | | | — | | | (6,917) | |
Ending balance | | $ | 47,739 | | | $ | 22,797 | | | $ | 47,739 | | | $ | 26,015 | |
As of June 30, 2024, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows:
| | | | | | | | |
(in thousands) | | Amortization expense |
2024–Remaining Period | | $ | 3,210 | |
2025 | | 5,759 | |
2026 | | 5,143 | |
2027 | | 4,106 | |
2028 | | 2,298 | |
Thereafter | | 2,281 | |
| | $ | 22,797 | |
4. Long-term debt
On July 29, 2021, the Company entered into an amendment (the "First Amendment") to the 2020 Credit Agreement dated as of September 23, 2020, with the lenders that are party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended by the First Amendment, the “Existing Credit Agreement”). On June 8, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Existing Credit Agreement (as amended by the Second Amendment, the “Amended Credit Agreement”).
Long-term debt consisted of the following:
| | | | | | | | | | | | | | |
| | As of |
(in thousands) | | June 30, 2024 | | December 31, 2023 |
2021 Term Loan Facility | | $ | 163,203 | | | $ | 171,000 | |
| | | | |
2021 Revolving Credit Facility | | 5,000 | | | 5,000 | |
Debt issuance costs | | (1,351) | | | (1,701) | |
Total debt | | $ | 166,852 | | | $ | 174,299 | |
Less: current portion, net of debt issuance costs of $671 and $693, respectively | | (8,829) | | | (11,854) | |
Total long-term debt | | $ | 158,023 | | | $ | 162,445 | |
The Company incurred interest expense on the 2021 Term Loan Facility of $3.3 million and $3.7 million for the three months ended June 30, 2024 and 2023, respectively, and $7.0 million and $7.1 million for the six months ended June 30, 2024 and 2023, respectively. Interest expense included amortization of debt issuance costs on the 2021 Credit Facilities of $0.2 million for the three months ended June 30, 2024 and 2023, respectively, and $0.4 million for the six months ended June 30, 2024 and 2023, respectively.
As of June 30, 2024, the Company’s borrowing capacity available under the 2021 Revolving Credit Facility was $45.0 million, which carries a commitment fee based on the Company’s consolidated total net leverage ratio and ranges from 0.25% to 0.50%. The commitment fee on the unused portion of the 2021 Revolving Credit Facility was 0.38% as of June 30, 2024. The Company incurred interest expense on the 2021 Revolving Credit Facility of $0.2 million for the three months ended June 30, 2024 and 2023, respectively, and $0.3 million for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, the Company’s interest rates on the outstanding borrowings under the 2021 Term Loan Facility and the 2021 Revolving Credit Facility were 7.82% and 7.90%, respectively.
Accrued interest was $3.4 million as of June 30, 2024 and $3.7 million as of December 31, 2023, and is included within accrued expenses on the consolidated balance sheets. As of June 30, 2024, the Company was in compliance with all covenants under the 2021 Credit Facilities.
The expected future principal payments for all borrowings as of June 30, 2024 were as follows:
| | | | | | | | |
(in thousands) | | Contractual maturity |
| | |
2024–Remaining Period | | $ | 4,750 | |
2025 | | 9,500 | |
2026 | | 153,953 | |
| | |
| | |
Debt and issuance costs | | 168,203 | |
Unamortized debt issuance costs | | (1,351) | |
Total debt | | $ | 166,852 | |
5. Commitments and contingencies
Litigation and other matters
The Company is subject to certain legal proceedings and claims that arise in the normal course of business. In the opinion of management, the Company does not believe that the amount of liability, if any, as a result of these proceedings and claims will have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.
On February 21, 2023, the Company received a civil investigative demand from the Federal Trade Commission (FTC) regarding compliance with the FTC Act and the Telemarketing Sales Rule, as they relate to the advertising, marketing, promotion, offering for sale, or sale of healthcare-related products, the collection, sale, transfer or provision to third parties of consumer data, telemarketing practices, and/or consumer privacy or data security. The Company is cooperating fully with the FTC. During the three and six months ended June 30, 2024, the Company incurred legal fees of $0.7 million and $1.8 million, respectively, and during the three and six months ended June 30, 2023, the Company incurred legal fees of $1.1 million and $1.4 million, respectively, in connection with the demand, which are included within general and administrative expenses on the consolidated statement of operations. At this time, the Company is unable to predict the ultimate outcome of this matter or the significance, if any, to the Company’s business, results of operations or financial condition.
On February 26, 2024, the Company received an assessment from the City of Los Angeles related to its examination of the Company's Business Tax filings for tax years 2018 through 2023. Such assessment was affirmed by the Appeals Review Officer at an initial hearing in July 2024. The Company intends to appeal the assessment to the Board of Review of the Office of Finance. As of June 30, 2024 the Company has assessed its probable loss related to this matter and has accrued a reserve, which is not material.
As of June 30, 2024 and December 31, 2023, the Company did not have any material contingency reserves established for any litigation liabilities.
6. Equity-based compensation
Equity-based compensation cost recognized for equity-based awards outstanding during the three and six months ended June 30, 2024 and 2023 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
(in thousands) | | 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | | |
QLH restricted Class B-1 units | | 6 | | | 14 | | | 13 | | | 59 | |
Restricted Class A shares | | 101 | | | 132 | | | 206 | | | 334 | |
Restricted stock units | | 8,775 | | | 15,039 | | | 17,245 | | | 29,096 | |
Performance-based restricted stock units | | 339 | | | (37) | | | 391 | | | — | |
Total equity-based compensation | | $ | 9,221 | | | $ | 15,148 | | | $ | 17,855 | | | $ | 29,489 | |
Equity-based compensation cost was included in the following expense categories in the consolidated statements of operations during the three and six months ended June 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
(in thousands) | | 2024 | | 2023 | | 2024 | | 2023 |
Cost of revenue | | $ | 392 | | | $ | 981 | | | $ | 2,249 | | | $ | 1,947 | |
Sales and marketing | | 2,042 | | | 2,363 | | | 3,743 | | | 4,744 | |
Product development | | 1,786 | | | 2,099 | | | 3,268 | | | 4,271 | |
General and administrative | | 5,001 | | | 9,705 | | | 8,595 | | | 18,527 | |
Total equity-based compensation | | $ | 9,221 | | | $ | 15,148 | | | $ | 17,855 | | | $ | 29,489 | |
As of June 30, 2024, total unrecognized compensation cost related to unvested QLH restricted Class B-1 units, restricted Class A shares, restricted stock units, and PRSUs was $3 thousand, $0.1 million, $64.4 million, and $0.9 million, respectively, which are expected to be recognized over weighted-average periods of 0.17 years, 0.17 years, 2.69 years, and 0.70 years, respectively.
7. Fair Value Measurements
The following are the Company’s financial instruments measured at fair value on a recurring basis:
Contingent consideration
Contingent consideration is measured at fair value on a recurring basis using significant unobservable inputs and thus represent a Level 3 measurement in the valuation hierarchy.
Contingent consideration relates to the estimated amount of additional cash consideration to be paid in connection with the Company's acquisition of substantially all of the assets of Customer Helper Team, LLC ("CHT") which was closed on April 1, 2022. The fair value is dependent on the probability of achieving certain revenue and gross profit margin targets for the two successive twelve-month periods following the closing of the acquisition. The Company used the Monte Carlo simulation approach to estimate the fair value of the revenue and gross margin targets. The fair value of the contingent consideration as of June 30, 2024 and December 31, 2023 was zero. CHT did not achieve the minimum revenue target for either twelve-month period, and so the Company did not pay any contingent consideration.
The following are the Company’s financial instruments measured at fair value on a non-recurring basis:
Long-Term Debt
As of June 30, 2024, the carrying amount of the 2021 Term Loan Facility and the 2021 Revolving Credit Facility approximates their respective fair values. The Company used a discounted cash flow analysis to estimate the fair value of the long-term debt, using an adjusted discount rate of 6.60% and the estimated payments under the 2021 Term Loan Facility until maturity, including interest payable based on the Company's forecasted total net leverage ratio.
Cost method investment
The Company has elected the measurement alternative for its investment in equity securities without readily determinable fair values and reviews such investment on a quarterly basis to determine if it has been impaired. If the Company's assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in its consolidated statement of operations an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. On March 29, 2024, the board of directors and stockholders of a company in which the Company held a minority equity investment approved a plan of restructuring and liquidation that had the effect of cancelling the Company's investment. The Company had previously determined as of December 31, 2023 that the fair value of the investment was zero and accordingly this cancellation had no impact on the consolidated financial statements as of and for the three and six months ended June 30, 2024.
The Company used a market approach to estimate the fair value of equity and allocated the overall equity value to estimate the fair value of the common stock based on the liquidation preference and was classified within Level 3 of the fair value hierarchy.
8. 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 following table summarizes the Company's income tax expense:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
(in thousands, except percentages) | | 2024 | | 2023 | | 2024 | | 2023 |
Income (loss) before income taxes | | $ | 4,550 | | | $ | (19,830) | | | $ | 3,086 | | | $ | (34,336) | |
Income tax expense | | $ | 130 | | | $ | 150 | | | $ | 157 | | | $ | 228 | |
Effective Tax Rate | | 2.9 | % | | (0.8) | % | | 5.1 | % | | (0.7) | % |
The Company's effective tax rate of 2.9% and 5.1% for the three and six months ended June 30, 2024, respectively, and (0.8)% and (0.7)% for the three and six months ended June 30, 2023, respectively, differed from the U.S. federal statutory rate of 21%, due primarily to the tax impacts of changes in valuation allowance, 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 and six months ended June 30, 2024. The Company is currently under examination by various tax authorities in the United States. These examinations are in preliminary stages 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 and six months ended June 30, 2024, holders of Class B-1 units exchanged 3,439,800 and 6,496,800 Class B-1 units, respectively, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis (“Exchanges”). In connection with the Exchanges, the Company did not establish any additional liabilities related to the TRA, which are presented within additional-paid-in-capital in its consolidated statements of stockholders’ equity (deficit). In connection with the Exchanges and the changes to the carrying value of the non-controlling interest, the Company also recognizes deferred tax assets associated with the basis difference in its investment in QLH through additional-paid-in-capital, but during the three and six months ended June 30, 2024, the Company did not recognize any additional deferred tax assets as the Company has recognized a full valuation allowance on its deferred tax assets.
As of June 30, 2024 and December 31, 2023, the Company had a valuation allowance of $125.9 million and $95.1 million, respectively, against its deferred tax assets based on the recent history of pre-tax losses, which is considered a significant piece of objective negative evidence that is difficult to overcome and limits the ability to consider other subjective evidence, such as projections of future growth. Based on the significant improvement in the Company's pre-tax income for the six months ended June 30, 2024 and the current forecasts, the Company expects that in the foreseeable future there may be sufficient positive evidence, and/or that the objective negative evidence in the form of history of pre-tax losses will no longer be present, in which event the Company would be able to release a portion or all of the valuation allowance. Release of any amount of valuation allowance would result in a benefit to income tax expense for the period the release is recorded, which could have a material impact on net income.
Tax Receivables Agreement
In connection with the Reorganization Transactions and the IPO, the Company entered into the TRA with Insignia, Senior Executives, and White Mountains. The Company expects to obtain an increase in its share of the tax basis in the net assets of QLH as Class B-1 units, together with shares of Class B common stock, are exchanged for shares of Class A common stock (or, at the Company’s election, redeemed for cash of an equivalent value). The Company intends to treat any redemptions and exchanges of Class B-1 units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that it would otherwise pay in the future to various tax authorities.
As of June 30, 2024 and December 31, 2023, the Company determined that making a payment under the TRA was not probable under ASC 450 — Contingencies since a valuation allowance has been recorded against the Company’s deferred tax assets. Accordingly, the Company has determined that the liabilities under the TRA were zero as of June 30, 2024 and December 31, 2023 in the consolidated balance sheets. In the event the Company generates taxable income for the current year, the Company would be required to recognize a portion or all of the liability under the TRA. If the Company had determined that making a payment under the TRA and generating sufficient future taxable income was probable, it would have also recorded a liability pursuant to the TRA of approximately $122 million as of June 30, 2024 in the consolidated balance sheets.
No payments were made pursuant to the TRA during the three and six months ended June 30, 2024, and payments of $0 and $2.8 million were made during the three and six months ended June 30, 2023, respectively.
9. Earnings (Loss) Per Share
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
(in thousands except share data and per share amounts) | 2024 | | 2023 | | 2024 | | 2023 |
Basic | | | | | | | |
Net income (loss) | $ | 4,420 | | | $ | (19,980) | | | $ | 2,929 | | | $ | (34,564) | |
Less: net income (loss) attributable to non-controlling interest | 800 | | | (5,694) | | | 422 | | | (10,012) | |
Net income (loss) attributable to MediaAlpha, Inc. | $ | 3,620 | | | $ | (14,286) | | | $ | 2,507 | | | $ | (24,552) | |
Weighted-average shares of Class A common stock outstanding - basic | 53,367,896 | | | 45,160,646 | | | 50,971,172 | | | 44,518,890 | |
Weighted-average shares of Class A common stock outstanding - diluted | 53,367,896 | | | 45,160,646 | | | 65,868,384 | | | 44,518,890 | |
Income (loss) per share of Class A common stock - basic | $ | 0.07 | | | $ | (0.32) | | | $ | 0.05 | | | $ | (0.55) | |
Income (loss) per share of Class A common stock - diluted | $ | 0.07 | | | $ | (0.32) | | | $ | 0.04 | | | $ | (0.55) | |
| | | | | |
(in thousands except share data and per share amount) | Six months ended June 30, 2024 |
Diluted | |
Net income | $ | 2,929 | |
Add: incremental tax benefits related to exchange of Class B-units | — | |
Net income available for diluted common shares | $ | 2,929 | |
Weighted-average shares outstanding: | |
Class A common stock | 50,971,172 | |
Class B-1 units | 14,897,212 | |
| |
| |
Weighted-average shares of Class A common stock and potential Class A common stock | 65,868,384 | |
Net income per share of Class A common stock - diluted | $ | 0.04 | |
Potentially dilutive shares, which are based on the weighted-average shares of underlying unvested QLH restricted Class B-1 units, restricted Class A shares, restricted stock units, and PRSUs using the treasury stock method and the outstanding QLH restricted Class B-1 units using the if-converted method, are included when calculating diluted net income per share attributable to MediaAlpha, Inc. when their effect is dilutive. The effects of certain of the Company’s potentially dilutive securities were not included in the calculation of diluted loss per share as the effect of their inclusion would be anti-dilutive. The following table summarizes the shares and units with a potentially dilutive impact for the three months ended June 30, 2024 and 2023:
| | | | | | | | | | | |
| As of |
| June 30, 2024 | | June 30, 2023 |
QLH Class B-1 Units | 11,609,982 | | | 18,155,446 | |
Restricted Class A Shares | 6,455 | | | 80,268 | |
Restricted stock units | 4,065,863 | | | 5,165,167 | |
| | | |
Potentially dilutive shares | 15,682,300 | | | 23,400,881 | |
The following table summarizes the shares and units with a potentially dilutive impact for the six months ended June 30, 2024 and 2023:
| | | | | | | | | | | |
| As of |
| June 30, 2024 | | June 30, 2023 |
QLH Class B-1 Units | 307 | | | 18,155,446 | |
Restricted Class A Shares | 6,455 | | | 80,268 | |
Restricted stock units | 4,065,863 | | | 5,165,167 | |
| | | |
Potentially dilutive shares | 4,072,625 | | | 23,400,881 | |
The outstanding PRSUs were not included in the potentially dilutive securities as of June 30, 2024 as the performance conditions have not been met.
10. Non-Controlling Interest
Pursuant to QLH’s limited liability company agreement, QLH has two classes of equity securities, Class A-1 units, which have all voting rights in QLH, and Class B-1 units, which have no voting or control rights. The Company allocates a share of net income (loss) to the holders of non-controlling interests pro-rata to their ownership interest in QLH at a point in time. The non-controlling interests balance represents the Class B-1 units, substantially all of which are held by Insignia and the Senior Executives.
During the three and six months ended June 30, 2024, the holders of the non-controlling interests exchanged 3,439,800 and 6,496,800 Class B-1 units, respectively, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis. As of June 30, 2024, the holders of the non-controlling interests owned 17.5% of the total equity interests in QLH, with the remaining 82.5% owned by MediaAlpha, Inc. As of December 31, 2023, the holders of the non-controlling interests owned 27.7% of the total equity interests in QLH, with the remaining 72.3% owned by MediaAlpha, Inc.
Item 2. Management’s discussion and analysis of financial condition and results of operations
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading "Cautionary Statement Regarding Forward-Looking Statements" in this Quarterly Report on Form 10-Q. You should review the disclosure under the heading "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.
Management overview
Our mission is to help insurance carriers and distributors target and acquire customers more efficiently and at greater scale through technology and data science. Our technology platform brings together leading insurance carriers and high-intent consumers through a real-time, programmatic, transparent, and results-driven ecosystem. We believe we are the largest online customer acquisition platform in our core verticals of property & casualty ("P&C") insurance, health insurance, and life insurance, supporting $797 million in Transaction Value across our platform from these verticals over the twelve-month period ended June 30, 2024.
We have multi-faceted relationships with top-tier insurance carriers and distributors. A buyer or a demand partner within our ecosystem is generally an insurance carrier or distributor seeking to reach high-intent insurance consumers. A seller or a supply partner is typically an insurance carrier looking to maximize the value of non-converting or low expected LTV consumers, or an insurance-focused research destination or other financial website looking to monetize high-intent users on their websites. For the twelve-month period ended June 30, 2024, the websites of our diversified group of supply partners and our proprietary websites drove an average of 8.5 million Consumer Referrals on our platform each month.
We generate revenue by earning a fee for each Consumer Referral sold on our platform. A transaction becomes payable upon a qualifying consumer action, such as a click, call or lead, and is generally not contingent on the sale of a product to the consumer.
We believe our technology is a key differentiator and a powerful driver of our performance. We maintain deep, custom integrations with partners representing the majority of our Transaction Value, which enable automated, data-driven processes that optimize our partners’ customer acquisition spend and revenue. Through our platform, our insurance carrier partners can target and price across over 35 separate consumer attributes to manage customized acquisition strategies.
Executive Summary
Highlights
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions, except percentages) | | Three Months Ended June 30, 2024 | | $ | | % | | Three Months Ended June 30, 2023 |
Revenue | | $ | 178.3 | | | 93.5 | | | 110.3% | | $ | 84.8 | |
Transaction Value1 | | $ | 321.8 | | | 195.9 | | | 155.6% | | $ | 125.9 | |
Contribution1 | | $ | 33.7 | | | 17.2 | | | 104.1% | | $ | 16.5 | |
Net Income (Loss) | | $ | 4.4 | | | 24.4 | | | (122.1)% | | $ | (20.0) | |
Adjusted EBITDA1 | | $ | 18.7 | | | 15.1 | | | 421.7% | | $ | 3.6 | |
For the three months ended June 30, 2024, we generated $178.3 million of revenue and $321.8 million of Transaction Value, representing increases of 110.3% and 155.6%, respectively, compared with the three months ended June 30, 2023, driven primarily by significant increases in customer acquisition spending by multiple P&C carrier partners as they refocus on growth in light of improved underwriting profitability.
Contribution, which generally represents revenue less revenue share payments and online advertising costs, was $33.7 million for the three months ended June 30, 2024, a year-over-year increase of 104.1%, driven primarily by the higher revenue. Contribution Margin was 18.9%, compared with 19.5% in the three months ended June 30, 2023.
Net income for the three months ended June 30, 2024 was $4.4 million, compared with a net loss of $20.0 million for the three months ended June 30, 2023, driven primarily by the increase in gross profit and decrease in equity-based compensation expense.
Adjusted EBITDA for the three months ended June 30, 2024 was $18.7 million, a year-over-year increase of 421.7%, due primarily to higher gross profit as well as continued expense discipline.
Key factors affecting our business
Revenue
We believe that our future performance will depend on many factors, including those described below and in Part I, Item 1A "Risk Factors" in our 2023 Annual Report on Form 10-K.
Secular trends in the insurance industry
Our technology platform was created to serve and grow with our core insurance end markets. We believe secular trends in the insurance industry are critical drivers of our revenue and will continue to provide strong tailwinds for our business over the long term. Customer acquisition spending by insurance carriers is growing over time, and as more consumers shop for insurance online, direct-to-consumer marketing, which fuels our revenue, has become the fastest growing insurance distribution channel. As mass-market customer acquisition becomes more costly, insurance carriers and distributors are increasingly focusing on optimizing customer acquisition spend, which is at the core of the service we deliver on our platform. As long as these secular trends persist, we expect digital insurance customer acquisition spending to continue to grow over time, and we believe we are well-positioned to benefit from this growth.
Transaction Value
We define “Transaction Value” as the total gross dollars transacted by our partners on our platform. Transaction Value is an operating metric not presented in accordance with GAAP, and is a driver of revenue based on the economic relationships we have with our partners. Transaction Value from Open Marketplace transactions is a direct driver of our revenue, while Transaction Value from Private Marketplace transactions is an indirect driver of our revenue (see “Key business and operating metrics” below). Transaction Value on our platform increased to $321.8 million and $540.9 million for the three and six months ended June 30, 2024, respectively, from $125.9 million and $319.1 million for the three and six months ended June 30, 2023, respectively, due primarily to an increase in customer acquisition spending by P&C insurance carriers in response to improvements in their underwriting profitability. We have developed multi-faceted, deeply integrated partnerships with insurance carriers and distributors, who may be both demand partners and supply partners on our platform. We believe the versatility and breadth of our offerings, coupled with our focus on high-quality products, provide significant value to insurance carriers and distributors, leading many of them to use our platform as their central hub for broadly managing digital customer acquisition and monetization, resulting in strong retention rates. For the three and six months ended June 30, 2024, 97% and 98% of total insurance Transaction Value executed on our platform, respectively, came from demand partner relationships in existence during 2023.
Our demand and supply partners
We retain and attract demand partners by finding high-quality sources of Consumer Referrals to make available to our demand partners. We obtain these Consumer Referrals from our diverse network of supply partners as well as from our proprietary properties. We seek to develop, acquire and retain relationships with high-quality supply partners by developing flexible platforms to enable our supply partners to maximize their revenue, manage their demand side relationships in scalable and flexible ways and focus on long-term sustainable economics with respect to revenue share. Our relationships with our partners are deep and long standing and involve most of the top-tier insurance carriers in the industry. In terms of demand partners, during the six months ended June 30, 2024, 13 of the top 20 largest auto insurance carriers by customer acquisition spend were on our platform.
Consumer Referrals
Our results depend in large part on the number of Consumer Referrals purchased on our platform. The aggregate number of consumer clicks, calls, and leads purchased by insurance buyers on our platform increased to 26.2 million and 52.8 million for the three and six months ended June 30, 2024, respectively, from 24.3 million and 49.2 million for the three and six months ended June 30, 2023, respectively. We seek to increase the number and scale of our supply relationships and drive consumers to our proprietary properties through a variety of paid traffic acquisition sources. We continuously look to diversify our paid media sources to extend beyond search engine marketing, which has historically represented the bulk of our paid media spend, into other online media sources, including native, social, and display advertising.
Seasonality
Our results are subject to fluctuations as a result of seasonality. In particular, our P&C insurance vertical is typically characterized by seasonal strength in our quarters ending March 31 due to a greater supply of Consumer Referrals and higher customer acquisition budgets during the start of the year, and to seasonal weakness in our quarters ending December 31 due to a lower supply of Consumer Referrals available on a cost-effective basis and lower customer acquisition budgets from some buyers during those quarters. Our health insurance vertical is typically characterized by seasonal strength in our quarters ending December 31 due to open enrollment periods for health insurance and annual enrollment for Medicare during those quarters, with a material increase in consumer search volume for health products and a related increase in buyer customer acquisition budgets.
Other factors affecting our partners’ businesses include macro factors such as credit availability in the market, the strength of the economy and employment levels.
Cyclicality
Our results are also subject to fluctuations as a result of business cycles experienced by companies in the insurance industry. These cycles in the auto insurance industry are characterized by periods of “soft” market conditions, when carriers are profitable and are focused on increasing capacity and building market share, and “hard” market conditions, when carriers are experiencing lower or even negative underwriting profits and are seeking to increase their premium rates to improve their profitability. As our demand partners in these industries go through these market cycles, they often increase their customer acquisition spending during soft markets and reduce it during hard markets, causing their relative demand for Consumer Referrals from our platform to increase and decrease accordingly. Beginning in the second half of 2021, the auto insurance industry entered a "hard” market, with many carriers experiencing lower than expected underwriting profitability due to higher than expected inflation in automobile claims costs, causing them to significantly reduce their customer acquisition spending on our platform. In late 2023, P&C insurance industry profitability began to improve as premium increases began to outpace loss cost inflation, causing them to begin to resume their marketing investments. This recovery gained significant momentum during the first half of 2024 as multiple carriers meaningfully increased their spending in our marketplaces, and we expect this trend to continue as additional carriers refocus on growth in response to improved underwriting profitability.
Regulations
Our revenue and earnings may fluctuate from time to time as a result of federal, state, international and industry-based laws, directives and regulations and developing standards with respect to the enforcement of those regulations. Our business is affected directly because we operate websites, conduct telemarketing and email marketing and collect, process, store, share, disclose, transfer and use consumer information and other data. Our business is affected indirectly as our clients adjust their operations as a result of regulatory changes and enforcement activity within their industries. For example, the FTC has recently started taking a new position (in recent public statements and enforcement actions) regarding the consent rules under the Telemarketing Sales Rule ("TSR"), and the Federal Communications Commission has recently adopted changes to the consent rules under the Telephone Consumer Protection Act of 1991 (“TCPA”). These changes have required, and may in the future require, both us and our Partners to adjust their telemarketing activities. While it is unclear how some of these changes may ultimately be interpreted, they may have a significant impact on the market for leads, and may require us and our Partners to modify our telemarketing practices and policies. In addition, the California Consumer Privacy Act ("CCPA") became effective on January 1, 2020 and has been amended by the California Privacy Rights Act ("CPRA"), which became effective January 1, 2023, and a number of other states, including Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Montana, New Jersey, Oregon, Tennessee, Texas, Utah, Virginia, and Washington, have enacted or are considering similar laws, all of which may affect our business. While it is unclear how this new legislation may be modified or how certain provisions will be interpreted, the effects of this legislation are potentially significant, and may require us to modify our data processing practices and policies and incur substantial compliance-related costs and expenses. In addition, we are licensed as a health insurance broker in all 50 states and the District of Columbia, making us subject to certain insurance laws and regulations. Our Medicare business is also
subject to Federal rules governing the marketing of such policies. For a description of laws and regulations to which we are generally subject, see Item 1 “Business” and Item 1A “Risk Factors.” in our 2023 Annual Report on Form 10-K.
In addition, we are impacted by the regulation of the insurance carriers with whom we do business. In most states, insurance carriers are required to obtain approval of their premium rates from the regulatory authority in such states. The timing of such approval process, as well as the willingness of insurance regulators to approve rate increases, can impact the profitability of new policies and the level of customer acquisition spending by carriers in a given period, which in turn can cause fluctuations in our revenue and earnings.
Key components of our results of operations
Revenue
We operate primarily in the P&C insurance, health insurance and life insurance verticals and generate revenue through the purchase and sale of Consumer Referrals.
The price and amount of Consumer Referrals purchased and sold on our platform vary based on a number of market conditions and consumer attributes, including (i) geographic location of consumers, (ii) demographic attributes of consumers, (iii) the source of Consumer Referrals and quality of conversion by source, (iv) buyer bid levels and (v) buyer demand and budgets.
In our Open Marketplace transactions, we have control over the Consumer Referrals that are sold to our demand partners. In these arrangements, we have separate agreements with suppliers and demand partners. Suppliers are not a party to the contractual arrangements with our demand partners, nor are the suppliers the beneficiaries of our demand partner agreements. We generate revenue from the sale of consumer referrals from our demand partners and separately pay (i) a revenue share to suppliers or (ii) a fee to internet search companies to drive consumers to our proprietary websites. We are the principal in Open Marketplace transactions. As a result, the fees paid by demand partners for Consumer Referrals are recognized as revenue and the fees paid to suppliers are included in cost of revenue.
With respect to our Private Marketplace transactions, buyers and suppliers contract with one another directly and leverage our platform to facilitate transparent, real-time transactions utilizing the reporting and analytical tools available to them from use of our platform. We charge the supplier a platform fee on the Consumer Referrals transacted. We act as an agent in Private Marketplace transactions and recognize revenue for the platform fee received, which is a negotiated percentage of the Transaction Value of such transactions. We do not make any payments to suppliers in our Private Marketplaces.
Costs and operating expenses
Costs and operating expenses consist primarily of cost of revenue, sales and marketing expenses, product expenses and general and administrative expenses.
Cost of revenue
Our cost of revenue is comprised primarily of revenue share payments to suppliers and traffic acquisition costs paid to search engines and social media platforms, as well as telephony infrastructure costs, internet and hosting costs, and merchant fees, and includes salaries, wages, equity-based compensation, the cost of health and other employee benefits for employees engaged in media buying, and other expenses including allocated portion of rent and facilities expenses.
Sales and marketing
Sales and marketing expenses consist primarily of an allocation of personnel expenses for employees engaged in demand side and supply side business development and marketing, and include salaries, wages, equity-based compensation, and the cost of health and other employee benefits. Sales and marketing expenses also include costs related to attracting partners to our platform, including marketing and promotions, tradeshows and related travel and entertainment expenses. Sales and marketing expenses also include an allocated portion of rent and facilities expenses and depreciation and amortization expense.
Product development
Product development expenses consist primarily of an allocation of personnel expenses for employees engaged in technology, engineering and product development and include salaries, wages, equity-based compensation, and the cost of
health and other employee benefits. Product development expenses also include an allocated portion of rent and facilities expenses and depreciation and amortization expense.
General and administrative
General and administrative expenses consist primarily of an allocation of personnel expenses for executive, finance, legal, people operations, and business analytics employees, and include salaries, wages, equity-based compensation, and the cost of health and other employee benefits. General and administrative expenses also include professional services, an allocated portion of rent and facilities expenses and depreciation and amortization expense, and any change in fair value of contingent consideration.
Other expense (income), net
Other expense (income), net consists primarily of expenses and income not incurred by us in our ordinary course of business and that are not included in any of the categories listed above.
Interest expense
Interest expense consists primarily of interest expense associated with outstanding borrowings under our 2021 Credit Facilities and the amortization of deferred financing costs associated with these arrangements.
Income tax expense (benefit)
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, pro-rata to their ownership interest in QLH. Accordingly, as our ownership interest in QLH increases, our share of the taxable income (loss) of QLH also increases. As of June 30, 2024, our ownership interest in QLH was 82.5%.
Net income (loss) attributable to Non-controlling interest
Net income (loss) is attributed to non-controlling interests in accordance with QLH’s limited liability company agreement. We allocate a share of the pre-tax income (loss) of the QLH incurred subsequent to the Reorganization Transactions to the non-controlling interest holders pro-rata to their ownership interest in QLH. The non-controlling interests balance represents the Class B-1 units, substantially all of which are held by Insignia and the Senior Executives.
Operating results for the three months ended June 30, 2024 and 2023
The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the three months ended June 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, |
(in thousands) | | 2024 | | 2023 |
Revenue | | $ | 178,274 | | | 100.0 | % | | $ | 84,772 | | | 100.0 | % |
Costs and operating expenses | | | | | | | | |
Cost of revenue | | 146,589 | | | 82.2 | % | | 71,006 | | | 83.8 | % |
Sales and marketing | | 6,316 | | | 3.5 | % | | 6,707 | | | 7.9 | % |
Product development | | 5,052 | | | 2.8 | % | | 5,061 | | | 6.0 | % |
General and administrative | | 13,824 | | | 7.8 | % | | 18,070 | | | 21.3 | % |
Total costs and operating expenses | | 171,781 | | | 96.4 | % | | 100,844 | | | 119.0 | % |
Income (loss) from operations | | 6,493 | | | 3.6 | % | | (16,072) | | | (19.0) | % |
Other (income), net | | (1,808) | | | (1.0) | % | | (116) | | | (0.1) | % |
Interest expense | | 3,751 | | | 2.1 | % | | 3,874 | | | 4.6 | % |
Total other expense, net | | 1,943 | | | 1.1 | % | | 3,758 | | | 4.4 | % |
Income (loss) before income taxes | | 4,550 | | | 2.6 | % | | (19,830) | | | (23.4) | % |
Income tax expense | | 130 | | | 0.1 | % | | 150 | | | 0.2 | % |
Net income (loss) | | $ | 4,420 | | | 2.5 | % | | $ | (19,980) | | | (23.6) | % |
Net income (loss) attributable to non-controlling interest | | 800 | | | 0.4 | % | | (5,694) | | | (6.7) | % |
Net income (loss) attributable to MediaAlpha, Inc. | | $ | 3,620 | | | 2.0 | % | | $ | (14,286) | | | (16.9) | % |
Net income (loss) per share of Class A common stock | | | | | | | | |
-Basic and diluted | | $ | 0.07 | | | | | $ | (0.32) | | | |
| | | | | | | | |
Weighted average shares of Class A common stock outstanding | | | | | | | | |
-Basic and diluted | | 53,367,896 | | | | | 45,160,646 | | | |
| | | | | | | | |
Revenue
The following table presents our revenue, disaggregated by vertical, for the three months ended June 30, 2024 and 2023, and the dollar and percentage changes between the two periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in thousands) | | Three Months Ended June 30, 2024 | | $ | | % | | Three Months Ended June 30, 2023 |
Property & Casualty insurance | | $ | 134,422 | | | $ | 94,930 | | | 240.4 | % | | $ | 39,492 | |
Percentage of total revenue | | 75.4 | % | | | | | | 46.6 | % |
Health insurance | | 34,774 | | | (854) | | | (2.4) | % | | 35,628 | |
Percentage of total revenue | | 19.5 | % | | | | | | 42.0 | % |
Life insurance | | 6,518 | | | 629 | | | 10.7 | % | | 5,889 | |
Percentage of total revenue | | 3.7 | % | | | | | | 6.9 | % |
Other | | 2,560 | | | (1,203) | | | (32.0) | % | | 3,763 | |
Percentage of total revenue | | 1.4 | % | | | | | | 4.4 | % |
Revenue | | $ | 178,274 | | | 93,502 | | | 110.3 | % | | $ | 84,772 | |
The increase in P&C insurance revenue for the three months ended June 30, 2024, compared with the three months ended June 30, 2023, was due to an increase in customer acquisition spending by multiple P&C insurance carrier partners as they refocus on growth in response to the significant improvement in their underwriting profitability. We believe that the hard market cycle the P&C insurance industry has experienced since the second half of 2021 has now turned and a market recovery is underway. While we expect this improvement to continue, we are currently unable to accurately predict the pace or slope of this recovery, or its impact on our revenue from the P&C insurance vertical or our profitability, beyond the third quarter of 2024.
The decrease in health insurance revenue for the three months ended June 30, 2024, compared with the three months ended June 30, 2023, was driven by a lower mix of transaction through our Open Marketplace, which negatively impacted revenue, and by one of our partners ceasing operations during the three months ended June 30, 2024, offset in part by increases in customer acquisition spending in our marketplaces due primarily to increased demand for leads and calls.
The increase in life insurance revenue for the three months ended June 30, 2024, compared with the three months ended June 30, 2023, was driven by a high mix of transactions through our Open Marketplace, which positively impacted revenue, offset in part by a decrease in customer acquisition spending.
The decrease in other revenue for the three months ended June 30, 2024, compared with the three months ended June 30, 2023, was driven primarily by lower revenue from our travel vertical due to a reduced supply of consumer referrals resulting from higher traffic acquisition costs.
Cost of revenue
The following table presents our cost of revenue for the three months ended June 30, 2024 and 2023, and the dollar and percentage changes between the two periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in thousands) | | Three Months Ended June 30, 2024 | | $ | | % | | Three Months Ended June 30, 2023 |
Cost of revenue | | $ | 146,589 | | | $ | 75,583 | | | 106.4 | % | | $ | 71,006 | |
Percentage of revenue | | 82.2 | % | | | | | | 83.8 | % |
The increase in cost of revenue for the three months ended June 30, 2024, compared with the three months ended June 30, 2023, was driven primarily by higher revenue share payments to suppliers due to the overall increase in revenue.
Sales and marketing
The following table presents our sales and marketing expenses for the three months ended June 30, 2024 and 2023, and the dollar and percentage changes between the two periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in thousands) | | Three Months Ended June 30, 2024 | | $ | | % | | Three Months Ended June 30, 2023 |
Sales and marketing | | $ | 6,316 | | | $ | (391) | | | (5.8) | % | | $ | 6,707 | |
Percentage of revenue | | 3.5 | % | | | | | | 7.9 | % |
The decrease in sales and marketing expenses for the three months ended June 30, 2024, compared with the three months ended June 30, 2023, was due primarily to a decrease in equity-based compensation expense of $0.3 million.
Product development
The following table presents our product development expenses for the three months ended June 30, 2024 and 2023, and the dollar and percentage changes between the two periods:
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(dollars in thousands) | | Three Months Ended June 30, 2024 | | $ | | % | | Three Months Ended June 30, 2023 |
Product development | | $ | 5,052 | | | $ | (9) | | | (0.2) | % | | $ | 5,061 | |
Percentage of revenue | | 2.8 | % | | | | | | 6.0 | % |
The decrease in product development expenses for the three months ended June 30, 2024, compared with the three months ended June 30, 2023, was due primarily to a decrease in equity-based compensation expense of $0.3 million, offset in part by an increase in personnel-related costs of $0.2 million.
General and administrative
The following table presents our general and administrative expenses for the three months ended June 30, 2024 and 2023, and the dollar and percentage changes between the two periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in thousands) | | Three Months Ended June 30, 2024 | | $ | | % | | Three Months Ended June 30, 2023 |
General and administrative | | $ | 13,824 | | | $ | (4,246) | | | (23.5) | % | | $ | 18,070 | |
Percentage of revenue | | 7.8 | % | | | | | | 21.3 | % |
The decrease in general and administrative expenses for the three months ended June 30, 2024, compared with the three months ended June 30, 2023, was due primarily to a decrease in equity-based compensation expense of $4.7 million, a $0.3 million reduction in directors & officers insurance premiums, and a decrease in personnel-related costs of $0.2 million, offset in part by higher legal and accounting fees related to secondary offerings of our shares.
Equity-based compensation
The following table presents our equity-based compensation expense that was included in costs and operating expenses for the three months ended June 30, 2024 and 2023, and the dollar and percentage changes between the two periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in thousands) | | Three Months Ended June 30, 2024 | | $ | | % | | Three Months Ended June 30, 2023 |
Cost of revenue | | $ | 392 | | | $ | (589) | | | (60.0) | % | | $ | 981 | |
Sales and marketing | | 2,042 | | | (321) | | | (13.6) | % | | 2,363 | |
Product development | | 1,786 | | | (313) | | | (14.9) | % | | 2,099 | |
General and administrative | | 5,001 | | | (4,704) | | | (48.5) | % | | 9,705 | |
Total | | $ | 9,221 | | | $ | (5,927) | | | (39.1) | % | | $ | 15,148 | |
The decrease in equity-based compensation expense for the three months ended June 30, 2024, compared with the three months ended June 30, 2023, was due primarily to certain Restricted Stock Units (RSUs) granted to key employees at the IPO being fully vested as of December 31, 2023, as well as the lower employee headcount, offset in part by expenses related to annual awards of RSUs granted to employees during the three months ended March 31, 2024.
Amortization
The following table presents our amortization of intangible asset expense that was included in costs and operating expenses for the three months ended June 30, 2024 and 2023, and the dollar and percentage changes between the two periods:
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(dollars in thousands) | | Three Months Ended June 30, 2024 | | $ | | % | | Three Months Ended June 30, 2023 |
| | | | | | | | |
Sales and Marketing | | $ | 1,397 | | | $ | (142) | | | (9.2) | % | | $ | 1,539 | |
| | | | | | | | |
General and administrative | | 212 | | | 22 | | | 11.6 | % | | 190 | |
Total | | $ | 1,609 | | | $ | (120) | | | (6.9) | % | | $ | 1,729 | |
The decrease in amortization expense for the three months ended June 30, 2024, compared with the three months ended June 30, 2023, was immaterial.
Other (income), net
The following table presents our other (income), net for the three months ended June 30, 2024 and 2023, and the dollar and percentage changes between the two periods:
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(dollars in thousands) | | Three Months Ended June 30, 2024 | | $ | | % | | Three Months Ended June 30, 2023 |
Other (income), net | | $ | (1,808) | | | $ | (1,692) | | | 1,458.6 | % | | $ | (116) | |
Percentage of revenue | | (1.0) | % | | | | | | (0.1) | % |
The increase in other (income), net for the three months ended June 30, 2024, compared with the three months ended June 30, 2023, was driven primarily by a one-time contract termination fee of $1.7 million receivable from one of our partners in the Health and Life vertical that ceased operations during the three months ended June 30, 2024.
Interest expense
The following table presents our interest expense for the three months ended June 30, 2024 and 2023, and the dollar and percentage changes between the two periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in thousands) | | Three Months Ended June 30, 2024 | | $ | | % | | Three Months Ended June 30, 2023 |
Interest expense | | $ | 3,751 | | | $ | (123) | | | (3.2) | % | | $ | 3,874 | |
Percentage of revenue | | 2.1 | % | | | | | | 4.6 | % |
The decrease in interest expense for the three months ended June 30, 2024, compared with the three months ended June 30, 2023, was driven by the impact of lower outstanding balances during 2024, offset in part by a higher interest rate payable on amounts borrowed under the 2021 Credit Facilities.
Income tax expense
The following table presents our income tax expense for the three months ended June 30, 2024 and 2023, and the dollar and percentage changes between the two periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in thousands) | | Three Months Ended June 30, 2024 | | $ | | % | | Three Months Ended June 30, 2023 |
Income tax expense | | $ | 130 | | | $ | (20) | | | (13.3) | % | | $ | 150 | |
Percentage of revenue | | 0.1 | % | | | | | | 0.2 | % |
For the three months ended June 30, 2024, we recorded an income tax expense of $0.1 million resulting from our effective tax rate of 2.9%, which differed from the U.S. federal statutory rate of 21%, due primarily to the tax impacts of changes in our valuation allowance, nondeductible equity-based compensation, losses associated with non-controlling interests not taxable to us, state taxes, and other nondeductible permanent items. For the three months ended June 30, 2023, we recorded an income tax expense of $0.2 million resulting from our effective tax rate of (0.8)%, which differed from the U.S. federal statutory rate of 21%, due primarily to the tax impacts of recording a valuation allowance against current year losses, nondeductible equity-based compensation, losses associated with non-controlling interests not taxable to us, state taxes, and other nondeductible permanent items.
Operating results for the six months ended June 30, 2024 and 2023
The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the six months ended June 30, 2024 and 2023:
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| | Six Months Ended June 30, |
(in thousands) | | 2024 | | |