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“Our third quarter results exceeded our expectations, though they declined significantly year over year as historic profitability pressures in the property & casualty (P&C) insurance industry, driven by ongoing loss cost inflation, continued to hinder our results,” said MediaAlpha co-founder and CEO Steve Yi. “We remain focused on operating discipline in the current environment and are confident we will capture an outsized share of P&C marketing investment when carrier profitability improves.”

Our guidance for Q4 2022 reflects a near-term pullback in marketing spend by P&C insurers during the fourth quarter as they continue to focus on improving full-year underwriting profitability. As a result, we expect fourth quarter Transaction Value in our P&C insurance vertical to decline year over year by a similar percentage as in the third quarter. In our Health vertical, we expect Transaction Value to be down slightly year over year as robust spend from our carrier partners is offset by lower spend from brokers.

•Adjusted EBITDA between $5.0 million and $7.0 million, representing a 55% year-over-year decline at the midpoint of the guidance range. We expect Adjusted EBITDA to decline year over year in Q4 2022 at a greater rate than Transaction Value and revenue due to the increases in our headcount and operating expenses over the last year. We are projecting our operating expenses excluding non-cash items to be $1.2 million to $1.7 million higher than Q3 2022 levels, driven by both temporary and seasonal increases in non-headcount operating expenses.

With respect to the Company’s projection of Adjusted EBITDA under “Financial Outlook,” MediaAlpha is not providing a reconciliation of Adjusted EBITDA to net income (loss) because the Company is unable to predict with reasonable certainty the reconciling items that may affect net income (loss) without unreasonable effort, including equity-based compensation, transaction expenses and income tax expense. These reconciling items are uncertain, depend on various factors and could significantly impact, either individually or in the aggregate, the corresponding GAAP measures for the applicable period.

MediaAlpha will host a Q&A conference call today to discuss the Company's third quarter 2022 results and its financial outlook for the fourth quarter of 2022 at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). A live audio webcast of the call will be available on the MediaAlpha Investor Relations website at https://investors.mediaalpha.com. To register for the webcast, click here. Participants may also dial-in, toll-free, at (888) 330-2022 or (646) 960-0690, with passcode 3195092. An audio replay of the conference call will be available for two weeks following the call and available on the MediaAlpha Investor Relations website at https://investors.mediaalpha.com.

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 those more fully described in MediaAlpha’s filings with the Securities and Exchange Commission (“SEC”), including the Form 10-K filed on February 28, 2022. These factors should not be construed as exhaustive. MediaAlpha disclaims any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this press release.

We present Transaction Value, Adjusted EBITDA 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.


	September 30, 2022		December 31, 2021
Assets
Current assets
Cash and cash equivalents	$	30,208	$	50,564
Accounts receivable, net of allowance for credit losses of $356 and $609, respectively	34,708		76,094
Prepaid expenses and other current assets	4,951		10,448
Total current assets	69,867		137,106
Intangible assets, net	34,623		12,567
Goodwill	47,739		18,402
Deferred tax asset	103,584		102,656
Other assets	9,406		19,073
Total assets	$	265,219	$	289,804
Liabilities and stockholders' equity (deficit)
Current liabilities
Accounts payable	$	42,336	$	61,770
Accrued expenses	12,723		13,716
Current portion of long-term debt	8,760		8,730
Total current liabilities	63,819		84,216
Long-term debt, net of current portion	181,494		178,069
Liabilities under tax receivables agreement, net of current portion	83,256		85,027
Other long-term liabilities	5,052		4,058
Total liabilities	$	333,621	$	351,370
Commitments and contingencies (Note 7)
Stockholders' equity (deficit):
Class A common stock, $0.01 par value - 1.0 billion shares authorized; 42.7 million and 41.0 million shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	427		410
Class B common stock, $0.01 par value - 100 million shares authorized; 19.2 million and 19.6 million shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	192		196
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021	—		—
Additional paid-in capital	455,753		419,533
Accumulated deficit	(455,177)		(424,476)
Total stockholders' equity (deficit) attributable to MediaAlpha, Inc.	$	1,195	$	(4,337)
Non-controlling interests	(69,597)		(57,229)
Total stockholders' (deficit)	$	(68,402)	$	(61,566)
Total liabilities and stockholders' deficit	$	265,219	$	289,804


	Three months ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue	$	89,017	$	152,749	$	335,065	$	483,690
Costs and operating expenses
Cost of revenue	76,343		128,081		285,149		407,566
Sales and marketing	6,853		5,624		22,034		16,739
Product development	5,291		3,757		16,168		10,917
General and administrative	11,105		15,352		40,569		44,686
Total costs and operating expenses	99,592		152,814		363,920		479,908
(Loss) income from operations	(10,575)		(65)		(28,855)		3,782
Other expenses, net	8,602		316		8,123		337
Interest expense	2,593		1,765		5,908		6,303
Total other expense, net	11,195		2,081		14,031		6,640
(Loss) before income taxes	(21,770)		(2,146)		(42,886)		(2,858)
Income tax (benefit) expense	(544)		2,125		1,210		1,636
Net (loss)	$	(21,226)	$	(4,271)	$	(44,096)	$	(4,494)
Net (loss) attributable to non-controlling interest	(6,740)		(737)		(13,395)		(1,038)
Net (loss) attributable to MediaAlpha, Inc.	$	(14,486)	$	(3,534)	$	(30,701)	$	(3,456)
Net (loss) per share of Class A common stock
-Basic	$	(0.34)	$	(0.09)	$	(0.74)	$	(0.09)
-Diluted	$	(0.34)	$	(0.10)	$	(0.74)	$	(0.09)
Weighted average shares of Class A common stock outstanding
-Basic	42,210,186		38,416,723		41,592,783		36,426,270
-Diluted	42,210,186		61,190,185		41,592,783		36,426,270


	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities
Net (loss)	$	(44,096)	$	(4,494)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Non-cash equity-based compensation expense	44,216		33,321
Non-cash lease expense	539		420
Depreciation expense on property and equipment	295		272
Amortization of intangible assets	4,064		2,238
Amortization of deferred debt issuance costs	626		966
Change in fair value of contingent consideration	(6,591)		—
Impairment of cost method investment	8,594		—
Credit losses	(109)		136
Deferred taxes	1,054		1,195
Tax receivable agreement liability adjustments	(576)		(604)
Changes in operating assets and liabilities:
Accounts receivable	42,840		24,854
Prepaid expenses and other current assets	5,451		4,191
Other assets	322		391
Accounts payable	(19,452)		(54,033)
Accrued expenses	(2,439)		(2,177)
Net cash provided by operating activities	$	34,738	$	6,676
Cash flows from investing activities
Purchases of property and equipment	(93)		(568)
Cash consideration paid in connection with CHT acquisition	(49,677)		—
Net cash (used in) investing activities	$	(49,770)	$	(568)
Cash flows from financing activities
Proceeds received from:
Revolving credit facility	25,000		—
Payments made for:
Repayments on revolving line of credit	(15,000)		—
Proceeds from issuance of long-term debt	—		190,000
Repayments on long-term debt	(7,125)		(186,375)
Payments of debt issuance costs	—		(866)
Repurchases of Class A common stock	(5,008)		—
Distributions	(590)		(338)
Shares withheld for taxes on vesting of restricted stock units	(2,601)		(2,782)
Net cash (used in) financing activities	$	(5,324)	$	(361)
Net (decrease) increase in cash and cash equivalents	(20,356)		5,747
Cash and cash equivalents, beginning of period	50,564		23,554
Cash and cash equivalents, end of period	$	30,208	$	29,301

We define “Transaction Value” as the total gross dollars transacted by our partners on our platform. Transaction Value is a driver of revenue, with differing revenue recognition based on the economic relationship we have with our partners. Our partners use our platform to transact via Open and Private Marketplace transactions. In our Open Marketplace model, Transaction Value is equal to revenue recognized 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 demand partner or 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 revenue and 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.


	Three months ended September 30,						Nine months ended September 30,
(dollars in thousands)	2022			2021			2022			2021
Open Marketplace transactions	$	86,279		$	147,800		$	324,008		$	469,670
Percentage of total Transaction Value	58.8		%	57.9		%	57.0		%	60.7		%
Private Marketplace transactions	60,438			107,290			244,592			304,410
Percentage of total Transaction Value	41.2		%	42.1		%	43.0		%	39.3		%
Total Transaction Value	$	146,717		$	255,090		$	568,600		$	774,080


	Three months ended September 30,						Nine months ended September 30,
(dollars in thousands)	2022			2021			2022			2021
Property & Casualty insurance	$	83,165		$	175,375		$	343,179		$	535,448
Percentage of total Transaction Value	56.7		%	68.8		%	60.4		%	69.2		%
Health insurance	46,190			48,692			152,839			146,275
Percentage of total Transaction Value	31.5		%	19.1		%	26.9		%	18.9		%
Life insurance	11,580			13,361			36,438			41,736
Percentage of total Transaction Value	7.9		%	5.2		%	6.4		%	5.4		%
Other	5,782			17,662			36,144			50,621
Percentage of total Transaction Value	3.9		%	6.9		%	6.4		%	6.5		%
Total Transaction Value	$	146,717		$	255,090		$	568,600		$	774,080

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.


	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2022			2021			2022			2021
Revenue	$	89,017		$	152,749		$	335,065		$	483,690
Less cost of revenue	(76,343)			(128,081)			(285,149)			(407,566)
Gross profit	12,674			24,668			49,916			76,124
Adjusted to exclude the following (as related to cost of revenue):
Equity-based compensation	999			447			2,637			1,289
Salaries, wages, and related	989			501			2,679			1,523
Internet and hosting	126			105			349			315
Other expenses	189			104			531			323
Depreciation	12			7			30			22
Other services	492			300			1,598			847
Merchant-related fees	40			56			99			286
Contribution	15,521			26,188			57,839			80,729
Gross margin	14.2		%	16.1		%	14.9		%	15.7		%
Contribution Margin	17.4		%	17.1		%	17.3		%	16.7		%

We define “Adjusted EBITDA” as net income 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 useful information 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.


	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2022		2021		2022		2021
Net (loss)	$	(21,226)	$	(4,271)	$	(44,096)	$	(4,494)
Equity-based compensation expense	14,600		11,198		44,216		33,321
Interest expense	2,593		1,765		5,908		6,303
Income tax (benefit) expense	(544)		2,125		1,210		1,636
Depreciation expense on property and equipment	98		99		295		272
Amortization of intangible assets	1,704		746		4,064		2,238
Transaction expenses(1)	106		1,152		636		3,883
Employee-related costs(2)	—		270		—		619
SOX implementation costs(3)	—		348		110		797
Fair value adjustment to contingent consideration(4)	(3,746)		—		(6,591)		—
Impairment of cost method investment	8,594		—		8,594		—
Settlement costs(5)	—		800		—		800
Changes in TRA related liability(6)	13		(448)		(577)		(604)
Changes in Tax Indemnification Receivable(7)	(15)		—		(44)		147
Settlement of federal and state income tax refunds(8)	—		—		92		—
Adjusted EBITDA	$	2,177	$	13,784	$	13,817	$	44,918

(1)Transaction expenses consist of $0.1 million and $0.6 million of legal, accounting and other consulting fees incurred by us for the three and nine months ended September 30, 2022, respectively, in connection with the acquisition of CHT. For the three and nine months ended September 30, 2021, transaction expenses consist of $1.2 million and $3.9 million for legal, accounting, and other consulting fees in connection with the Secondary Offering and other registration statements, and the refinancing of our 2020 Credit Facilities, respectively.

(3)SOX implementation costs consist of $0 and $0.1 million of expenses incurred by us for the three and nine months ended September 30, 2022, respectively, and $0.3 million and $0.8 million of expenses for the three and nine months ended September 30, 2021, respectively, for third-party consultants to assist us with the development, implementation, and documentation of new and enhanced internal controls and processes for compliance with SOX Section 404(b) for 2021.

(7)Changes in Tax Indemnification Receivable consists of immaterial income incurred by us for the three and nine months ended September 30, 2022, and $0.1 million of expenses incurred by us for the nine months ended September 30, 2021, related to a reduction in the tax indemnification receivable recorded in connection with the Reorganization Transactions. The reduction also resulted in a benefit of the same amount which has been recorded within income tax (benefit) expense.

(8)Settlement of federal and state tax refunds consist of $0 and $0.1 million of expense incurred by us for the three and nine months ended September 30, 2022, respectively, related to a payment to White Mountains for state tax refunds for the period prior to the Reorganization Transaction related to 2020 tax returns. The settlement also resulted in a benefit of the same amount which has been recorded within income tax (benefit) expense.