We present Transaction Value, Adjusted EBITDA, Contribution, and Contribution Margin because they are used extensively by our management and board of directors to manage our operating performance, including evaluating our operational performance against budget and assessing our overall operating efficiency and operating leverage. Accordingly, we believe that Transaction Value, Adjusted EBITDA and Contribution Margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. Each of Transaction Value, Adjusted EBITDA and Contribution Margin has limitations as a financial measure and investors should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.
About MediaAlpha
We believe we are the insurance industry’s leading programmatic customer acquisition platform. With more than 1,200 active partners, we connect insurance carriers with online shoppers and generated more than 99 million consumer referrals in 2023. Our programmatic advertising technology over the last twelve months powered $1.2 billion in spend on brand, comparison, and metasearch sites across property & casualty insurance, health insurance, life insurance, and other industries. For more information, please visit www.mediaalpha.com.
Contacts:
Investors
Denise Garcia
Hayflower Partners
Denise@HayflowerPartners.com
MediaAlpha, Inc. and subsidiaries
Consolidated Balance Sheets
(Unaudited; in thousands, except share data and per share amounts)
September 30, 2024
December 31, 2023
Assets
Current assets
Cash and cash equivalents
$
32,304
$
17,271
Accounts receivable, net of allowance for credit losses of $1,027 and $537, respectively
126,814
53,773
Prepaid expenses and other current assets
2,936
3,529
Total current assets
162,054
74,573
Intangible assets, net
21,588
26,015
Goodwill
47,739
47,739
Other assets
4,729
5,598
Total assets
$
236,110
$
153,925
Liabilities and stockholders' deficit
Current liabilities
Accounts payable
$
109,577
$
56,279
Accrued expenses
14,202
11,588
Current portion of long-term debt
8,839
11,854
Total current liabilities
132,618
79,721
Long-term debt, net of current portion
155,811
162,445
Other long-term liabilities
7,302
6,184
Total liabilities
$
295,731
$
248,350
Commitments and contingencies
Stockholders' (deficit)
Class A common stock, $0.01 par value - 1.0 billion shares authorized; 55.1 million and 47.4 million shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
551
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 September 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 September 30, 2024 and December 31, 2023
—
—
Additional paid-in capital
501,543
511,613
Accumulated deficit
(510,573)
(522,562)
Total stockholders' (deficit) attributable to MediaAlpha, Inc.
$
(8,363)
$
(10,294)
Non-controlling interest
(51,258)
(84,131)
Total stockholders' (deficit)
$
(59,621)
$
(94,425)
Total liabilities and stockholders' deficit
$
236,110
$
153,925
MediaAlpha, Inc. and subsidiaries
Consolidated Statements of Operations
(Unaudited; in thousands, except share data and per share amounts)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Revenue
$
259,133
$
74,573
$
564,056
$
270,975
Costs and operating expenses
Cost of revenue
219,907
62,277
469,465
226,545
Sales and marketing
6,496
6,101
18,608
19,802
Product development
5,328
4,296
14,743
14,525
General and administrative
11,794
16,648
36,767
50,473
Total costs and operating expenses
243,525
89,322
539,583
311,345
Income (loss) from operations
15,608
(14,749)
24,473
(40,370)
Other (income) expense, net
(154)
(100)
(1,971)
1,165
Interest expense
3,562
3,947
11,158
11,397
Total other expense, net
3,408
3,847
9,187
12,562
Income (loss) before income taxes
12,200
(18,596)
15,286
(52,932)
Income tax expense
312
102
469
330
Net income (loss)
$
11,888
$
(18,698)
$
14,817
$
(53,262)
Net income (loss) attributable to non-controlling interest
2,406
(5,196)
2,828
(15,208)
Net income (loss) attributable to MediaAlpha, Inc.
$
9,482
$
(13,502)
$
11,989
$
(38,054)
Net income (loss) per share of Class A common stock
-Basic
$
0.17
$
(0.29)
$
0.23
$
(0.84)
-Diluted
$
0.17
$
(0.29)
$
0.22
$
(0.84)
Weighted average shares of Class A common stock outstanding
-Basic
54,909,772
46,229,672
52,293,622
45,095,417
-Diluted
54,909,772
46,229,672
66,087,041
45,095,417
MediaAlpha, Inc. and subsidiaries
Consolidated Statements of Cash Flows
(Unaudited; in thousands)
Nine Months Ended September 30,
2024
2023
Cash flows from operating activities
Net income (loss)
$
14,817
$
(53,262)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity-based compensation expense
26,452
43,943
Non-cash lease expense
596
508
Depreciation expense on property and equipment
191
275
Amortization of intangible assets
4,827
5,188
Amortization of deferred debt issuance costs
569
597
Impairment of cost method investment
—
1,406
Credit losses
519
(220)
Tax receivable agreement liability adjustments
—
6
Changes in operating assets and liabilities:
Accounts receivable
(73,560)
27,167
Prepaid expenses and other current assets
547
3,059
Other assets
375
375
Accounts payable
53,298
(15,243)
Accrued expenses
2,712
1,138
Net cash provided by operating activities
$
31,343
$
14,937
Cash flows from investing activities
Purchases of property and equipment
(207)
(60)
Acquisition of intangible assets
(400)
—
Net cash (used in) investing activities
$
(607)
$
(60)
Cash flows from financing activities
Payments made for / proceeds received from:
Repayments on long-term debt
(10,172)
(7,125)
Contributions from QLH’s members
756
196
Distributions
(1,111)
(1,572)
Payments pursuant to tax receivable agreement
—
(2,822)
Shares withheld for taxes on vesting of restricted stock units
(5,176)
(2,900)
Net cash (used in) financing activities
$
(15,703)
$
(14,223)
Net increase in cash and cash equivalents
15,033
654
Cash and cash equivalents, beginning of period
17,271
14,542
Cash and cash equivalents, end of period
$
32,304
$
15,196
Key business and operating metrics and Non-GAAP financial measures
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. Our partners use our platform to transact via Open and Private Marketplace transactions. In our Open Marketplace model, revenue recognized represents the fees paid by our Demand Partners for Consumer Referrals sold and is equal to the Transaction Value and revenue share payments to our Supply Partners represent costs of revenue. In our Private Marketplace model, revenue recognized represents a platform fee billed to the Supply Partner based on an agreed-upon percentage of the Transaction Value for the Consumer Referrals transacted, and accordingly there are no associated costs of revenue. We utilize Transaction Value to assess the overall level of transaction activity through our platform. We believe it is useful to investors to assess the overall level of activity on our platform and to better understand the sources of our revenue across our different transaction models and verticals.
The following table presents Transaction Value by platform model for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
(dollars in thousands)
2024
2023
2024
2023
Open Marketplace transactions
$
253,016
$
73,053
$
546,949
$
263,568
Percentage of total Transaction Value
56.0
%
67.0
%
55.1
%
61.6
%
Private Marketplace transactions
198,759
35,963
445,742
164,524
Percentage of total Transaction Value
44.0
%
33.0
%
44.9
%
38.4
%
Total Transaction Value
$
451,775
$
109,016
$
992,691
$
428,092
The following table presents Transaction Value by vertical for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
(dollars in thousands)
2024
2023
2024
2023
Property & Casualty insurance
$
387,451
$
44,715
$
777,521
$
223,305
Percentage of total Transaction Value
85.8
%
41.0
%
78.3
%
52.2
%
Health insurance
55,615
51,210
179,980
161,450
Percentage of total Transaction Value
12.3
%
47.0
%
18.1
%
37.7
%
Life insurance
6,261
7,566
24,384
26,042
Percentage of total Transaction Value
1.4
%
6.9
%
2.5
%
6.1
%
Other(1)
2,448
5,525
10,806
17,295
Percentage of total Transaction Value
0.5
%
5.1
%
1.1
%
4.0
%
Total Transaction Value
$
451,775
$
109,016
$
992,691
$
428,092
(1)Our other verticals include Travel and Consumer Finance.
Contribution and Contribution Margin
We define “Contribution” as revenue less revenue share payments and online advertising costs, or, as reported in our consolidated statements of operations, revenue less cost of revenue (i.e., gross profit), as adjusted to exclude the following items from cost of revenue: equity-based compensation; salaries, wages, and related costs; internet and hosting costs; amortization; depreciation; other services; and merchant-related fees. We define “Contribution Margin” as Contribution expressed as a percentage of revenue for the same period. Contribution and Contribution Margin are non-GAAP financial measures that we present to supplement the financial information we present on a GAAP basis. We use Contribution and Contribution Margin to measure the return on our relationships with our supply partners (excluding certain fixed costs), the financial return on and efficacy of our online advertising costs to drive consumers to our proprietary websites, and our operating leverage. We do not use Contribution and Contribution Margin as measures of overall profitability. We present Contribution and Contribution Margin because they are used by our management and board of directors to manage our operating performance, including evaluating our operational performance against budget and assessing our overall operating efficiency and operating leverage. For example, if Contribution increases and our headcount costs and other operating expenses remain steady, our Adjusted EBITDA and operating leverage increase. If Contribution Margin decreases, we may choose to re-evaluate and re-negotiate our revenue share agreements with our supply partners, to make optimization and pricing changes with respect to our bids for keywords from primary traffic acquisition sources, or to change our overall cost structure with respect to headcount, fixed costs and other costs. Other companies may calculate Contribution and Contribution Margin differently than we do. Contribution and Contribution Margin have their limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results presented in accordance with GAAP.
The following table reconciles Contribution with gross profit, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2024
2023
2024
2023
Revenue
$
259,133
$
74,573
$
564,056
$
270,975
Less cost of revenue
(219,907)
(62,277)
(469,465)
(226,545)
Gross profit
$
39,226
$
12,296
$
94,591
$
44,430
Adjusted to exclude the following (as related to cost of revenue):
Equity-based compensation
405
1,012
2,654
2,959
Salaries, wages, and related
907
878
2,474
2,832
Internet and hosting
145
138
402
418
Other expenses
170
179
539
513
Depreciation
5
9
15
30
Other services
549
514
2,008
1,795
Merchant-related fees
75
11
217
14
Contribution
$
41,482
$
15,037
$
102,900
$
52,991
Gross margin
15.1
%
16.5
%
16.8
%
16.4
%
Contribution Margin
16.0
%
20.2
%
18.2
%
19.6
%
Adjusted EBITDA
We define “Adjusted EBITDA” as net income (loss) excluding interest expense, income tax benefit (expense), depreciation expense on property and equipment, amortization of intangible assets, as well as equity-based compensation expense and certain other adjustments as listed in the table below. Adjusted EBITDA is a non-GAAP financial measure that we present to supplement the financial information we present on a GAAP basis. We monitor and present Adjusted EBITDA because it is a key measure used by our management to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in the calculations of Adjusted EBITDA. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects. In addition, presenting Adjusted EBITDA provides investors with a metric to evaluate the capital efficiency of our business.
Adjusted EBITDA is not presented in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures presented in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. These limitations include the fact that Adjusted EBITDA excludes interest expense on debt, income tax benefit (expense), equity-based compensation expense, depreciation and amortization, and certain other adjustments that we consider to be useful to investors and others in understanding and evaluating our operating results. In addition, other companies may use other measures to evaluate their performance, including different definitions of “Adjusted EBITDA,” which could reduce the usefulness of our Adjusted EBITDA as a tool for comparison.
The following table reconciles Adjusted EBITDA with net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2024
2023
2024
2023
Net income (loss)
$
11,888
$
(18,698)
$
14,817
$
(53,262)
Equity-based compensation expense
8,597
14,454
26,452
43,943
Interest expense
3,562
3,947
11,158
11,397
Income tax expense
312
102
469
330
Depreciation expense on property and equipment
65
87
191
275
Amortization of intangible assets
1,609
1,730
4,827
5,188
Transaction expenses(1)
(45)
5
1,172
553
Impairment of cost method investment
—
—
—
1,406
Contract settlement(2)
—
—
(1,725)
—
Changes in TRA related liability
—
—
—
6
Changes in Tax Indemnification Receivable
(84)
(20)
(86)
(48)
Settlement of federal and state income tax refunds
—
—
—
3
Legal expenses(3)
367
1,979
2,155
3,418
Reduction in force costs (4)
—
—
—
1,233
Adjusted EBITDA
$
26,271
$
3,586
$
59,430
$
14,442
(1)Transaction expenses consist of immaterial expenses and $1.2 million of legal and accounting fees incurred by us for the three and nine months ended September 30, 2024, respectively, in connection with resale registration statements filed with the SEC. For the three and nine months ended September 30, 2023, transaction expenses consist of immaterial expenses and $0.6 million of legal and accounting
fees, respectively, in connection with the amendment to the 2021 Credit Facilities, the tender offer filed by the Company's largest shareholder in May 2023, and a resale registration statement filed with the SEC.
(2)Contract settlement consists of $1.7 million of income for the nine months ended September 30, 2024 recorded in connection with a one-time contract termination fee received from one of our supply partners in the Health and Life insurance verticals that ceased operations during the nine months ended September 30, 2024.
(3)Legal expenses of $0.4 million and $2.2 million for the three and nine months ended September 30, 2024, respectively, and $2.0 million and $3.4 million for the three and nine months ended September 30, 2023, respectively, consist of legal fees incurred in connection with the civil investigative demand received from the Federal Trade Commission in February 2023 and costs associated with a legal settlement unrelated to our core operations during the nine months ended September 30, 2023.
(4)Reduction in force costs for the nine months ended September 30, 2023 consist of $1.2 million of severance benefits provided to the terminated employees in connection with the RIF Plan. Additionally, equity-based compensation expense includes $0.3 million of charges related to the RIF Plan for the nine months ended September 30, 2023.