max-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10-Q

________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			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)

____________________


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:

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.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

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 April 30, 2024, there were 51,579,274 shares of MediaAlpha, Inc.'s Class A common stock, $0.01 par value per share, and 14,263,829 shares of MediaAlpha, Inc.’s Class B common stock, par value $0.01 per share, outstanding.

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MediaAlpha, Inc. and Subsidiaries

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	PART I. FINANCIAL INFORMATION
Item 1	Financial Statements	6
	Consolidated Balance Sheets	6
	Consolidated Statements of Operations	7
	Consolidated Statements of Stockholders’ Equity (Deficit)	8
	Consolidated Statements of Cash Flows	9
	Notes to the Consolidated Financial Statements	10
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4	Controls and Procedures	33
	PART II. OTHER INFORMATION
Item 1	Legal Proceedings	34
Item 1A	Risk Factors	34
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3	Defaults Upon Senior Securities	34
Item 4	Mine Safety Disclosures	34
Item 5	Other Information	35
Item 6	Exhibits	35

Signatures		36

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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.

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•“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;

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•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 the 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.

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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)


	March 31, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	14,471	$	17,271
Accounts receivable, net of allowance for credit losses of $455 and $537, respectively	57,495		53,773
Prepaid expenses and other current assets	3,661		3,529
Total current assets	75,627		74,573
Intangible assets, net	24,406		26,015
Goodwill	47,739		47,739

Other assets	5,251		5,598
Total assets	$	153,023	$	153,925
Liabilities and stockholders' deficit
Current liabilities
Accounts payable	$	53,586	$	56,279
Accrued expenses	10,833		11,588
Current portion of long-term debt	11,866		11,854
Total current liabilities	76,285		79,721
Long-term debt, net of current portion	160,234		162,445

Other long-term liabilities	5,907		6,184
Total liabilities	$	242,426	$	248,350
Commitments and contingencies (Note 5)
Stockholders' (deficit):
Class A common stock, $0.01 par value - 1.0 billion shares authorized; 50.8 million and 47.4 million shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	508		474
Class B common stock, $0.01 par value - 100 million shares authorized; 15.0 million and 18.1 million shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	150		181
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023	—		—
Additional paid-in capital	503,949		511,613
Accumulated deficit	(523,675)		(522,562)
Total stockholders' (deficit) attributable to MediaAlpha, Inc.	$	(19,068)	$	(10,294)
Non-controlling interests	(70,335)		(84,131)
Total stockholders' (deficit)	$	(89,403)	$	(94,425)
Total liabilities and stockholders' deficit	$	153,023	$	153,925

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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MediaAlpha, Inc. and subsidiaries

Consolidated Statements of Operations

(Unaudited; in thousands, except share data and per share amounts)


	Three Months Ended March 31,
	2024		2023
Revenue	$	126,649	$	111,630
Costs and operating expenses
Cost of revenue	102,969		93,262
Sales and marketing	5,796		6,994
Product development	4,363		5,168
General and administrative	11,149		15,755
Total costs and operating expenses	124,277		121,179
Income (loss) from operations	2,372		(9,549)
Other (income) expense, net	(9)		1,381
Interest expense	3,845		3,576
Total other expense, net	3,836		4,957
(Loss) before income taxes	(1,464)		(14,506)
Income tax expense	27		78
Net (loss)	$	(1,491)	$	(14,584)
Net (loss) attributable to non-controlling interest	(378)		(4,318)
Net (loss) attributable to MediaAlpha, Inc.	$	(1,113)	$	(10,266)
Net (loss) per share of Class A common stock
-Basic and diluted	$	(0.02)	$	(0.23)

Weighted average shares of Class A common stock outstanding
-Basic and diluted	48,574,448		43,870,005

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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MediaAlpha, Inc. and subsidiaries

Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited; in thousands, except share data)


	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)

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

Shares withheld on tax withholding on vesting of restricted stock units	—	—		—	—		(1,956)		—		—		(1,956)
Distributions to non-controlling interests	—	—		—	—		—		—		(113)		(113)


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)


	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)

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

Shares withheld on tax withholding on vesting of restricted stock units	—	—		—	—		(1,238)		—		—		(1,238)
Distributions to non-controlling interests	—	—		—	—		—		—		(1,104)		(1,104)


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)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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MediaAlpha, Inc. and subsidiaries

Consolidated Statements of Cash Flows

(Unaudited; in thousands)


	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities
Net (loss)	$	(1,491)	$	(14,584)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Equity-based compensation expense	8,634		14,341
Non-cash lease expense	196		167
Depreciation expense on property and equipment	61		96
Amortization of intangible assets	1,609		1,729
Amortization of deferred debt issuance costs	191		199

Impairment of cost method investment	—		1,406
Credit losses	(82)		(250)

Tax receivable agreement liability adjustments	—		6
Changes in operating assets and liabilities:
Accounts receivable	(3,640)		17,122
Prepaid expenses and other current assets	(147)		1,260
Other assets	125		125
Accounts payable	(2,693)		(7,679)
Accrued expenses	(1,085)		(1,382)
Net cash provided by operating activities	$	1,678	$	12,556
Cash flows from investing activities
Purchases of property and equipment	(34)		(30)

Net cash (used in) investing activities	$	(34)	$	(30)
Cash flows from financing activities


Payments made for:


Repayments on long-term debt	(2,375)		(2,375)



Distributions	(113)		(1,104)
Payments pursuant to tax receivable agreement	—		(2,822)
Shares withheld for taxes on vesting of restricted stock units	(1,956)		(1,238)
Net cash (used in) financing activities	$	(4,444)	$	(7,539)
Net (decrease) increase in cash and cash equivalents	(2,800)		4,987
Cash and cash equivalents, beginning of period	17,271		14,542
Cash and cash equivalents, end of period	$	14,471	$	19,529
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	3,783	$	3,057

Income taxes paid, net of refunds	$	—	$	(233)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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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 three months ended March 31, 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 $0.5 million as of March 31, 2024 and December 31, 2023.

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:


	Three Months Ended March 31, 2024					Three Months Ended March 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
Revenue	1	$	20	16	%	1	$	17	15	%
Purchases	1	$	13	13	%	1	$	10	10	%


	As of March 31, 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	$	16	28	%	1	$	7	14	%
Accounts payable	1	$	7	13	%	1	$	12	21	%

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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 months ended March 31, 2024, no payments were made pursuant to the TRA. During the three months ended March 31, 2023, payments of $2.8 million were made pursuant to the TRA.

Liquidity

As of March 31, 2024, the aggregate principal amount outstanding under the 2021 Credit Facilities was $173.6 million, with $45.0 million remaining for borrowing under the 2021 Revolving Credit Facility. As of March 31, 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 Company believes that a recovery from this cyclical downturn is now underway, as certain of the Company’s key carrier partners increased their customer acquisition spend during the first quarter of 2024. While the Company expects this improvement to continue over the course of 2024, 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 second 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 which have a material impact on the Consolidated Financial Statements.

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.

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2. Disaggregation of revenue

The following table shows the Company’s revenue disaggregated by transaction model:


	Three Months Ended March 31,
(in thousands)	2024		2023

Open marketplace transactions	$	122,429	$	107,659
Private marketplace transactions	4,220		3,971
Total	$	126,649	$	111,630

The following table shows the Company’s revenue disaggregated by product vertical:


	Three Months Ended March 31,
(in thousands)	2024		2023

Property & casualty insurance	$	69,242	$	55,107
Health insurance	47,279		45,603
Life insurance	7,563		7,091
Other	2,565		3,829
Total	$	126,649	$	111,630

3. Goodwill and intangible assets

Goodwill and intangible assets consisted of:

As of

March 31, 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

SEC Form 10-Q filed by MediaAlpha Inc.