MEDIAALPHA, INC. 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 $663 million in
Transaction Value across our platform from these verticals over the twelve-month
period ended March 31, 2023 .
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 March 31, 2023 , the websites of our diversified group of supply partners
and our proprietary websites drove an average of 7.6 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 in the disruptive power of transparency. Traditionally, insurance customer acquisition platforms operated in a black box. We recognized that a consumer may be valued differently by one insurer versus another; therefore, insurers should be able to determine pricing granularly based on the value that a particular customer segment is expected to bring to their business. As a result, we developed a technology platform that powers an ecosystem where buyers and sellers can transact with full transparency, control, and confidence, aligning the interests of the parties participating on our platform. 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.
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 2022 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.
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Transaction Value
Transaction Value fromOpen Marketplace transactions is a direct driver of our revenue, while Transaction Value fromPrivate Marketplace transactions is an indirect driver of our revenue (see "Key business and operating metrics" below). Transaction Value on our platform declined to$193.2 million for the three months endedMarch 31, 2023 from$239.0 million for the three months endedMarch 31, 2022 , due primarily to a decrease in customer acquisition spending by P&C insurance carriers in response to significant reductions in their underwriting profitability. We have developed multi-faceted, deeply integrated partnerships with insurance carriers and distributors, who may be both buyers and sellers 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 months endedMarch 31, 2023 , 97% of total Transaction Value executed on our platform came from demand partner relationships in existence during 2022.
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 buyers, during the three months endedMarch 31, 2023 , 15 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 24.9 million for the three months endedMarch 31, 2023 from 24.6 million for the three months endedMarch 31, 2022 . 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 are investing in diversifying 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 endingMarch 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 endingDecember 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 endingDecember 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. We believe that the auto insurance industry is currently in a "hard" market due to underwriting losses driven by higher than expected claims cost inflation, and that many P&C insurance carriers are reducing their customer acquisition spending until they can obtain regulatory approval to increase their premium rates, the timing of which is difficult to predict. 23
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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, theCalifornia Consumer Privacy Act ("CCPA"), became effective onJanuary 1, 2020 and has been amended by the California Privacy Rights Act ("CPRA"), which became effectiveJanuary 1, 2023 , and a number of other states, includingColorado ,Connecticut ,Iowa ,Utah ,Virginia , andWashington , 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 theDistrict 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 2022 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.
Risk and uncertainties
Since its onset, our operating results have not been materially impacted by the COVID-19 pandemic. Although the COVID-19 pandemic has changed the physical working environment of the substantial majority of our workforce to working primarily from home, it has otherwise caused only minor disruptions to our business operations.
However, supply chain disruptions and cost increases caused by the COVID-19 pandemic, global inflationary pressures, and geopolitical conditions have contributed to higher-than-expected P&C insurance claims costs, which has led many carriers to continue to reduce their customer acquisition spending until they can obtain regulatory approval to increase their premium rates. These reductions have significantly impacted, and continue to impact, revenue from our P&C insurance vertical, the duration and extent of which are difficult to estimate beyond the second quarter of 2023. In addition, the COVID-19 pandemic has caused reductions in consumer spending on airfare, hotels, rentals and other travel products, which resulted in a dramatic decline in revenue from our Travel vertical, which we expect to continue for the foreseeable future. For the three months endedMarch 31, 2023 and 2022, revenue from the Travel vertical comprised approximately 2.8% and 2.7%, respectively, of our total revenue, compared with pre-COVID 19 revenue from the Travel vertical of approximately 11.1% of our total revenue for the three months endedMarch 31, 2019 . While we have sought to maintain our commercial relationships in the Travel vertical and remain positioned to capitalize on transactions in the Travel vertical when travel activity resumes, we do not expect that revenue from the Travel vertical will match our historical results or have any material impact on our overall revenue or profitability for the foreseeable future.
Recent developments
While one of our major insurance carrier partners had resumed their customer acquisition spending with us in the first quarter of 2023, in lateMarch 2023 , they significantly reduced their customer acquisition spend with us due to experiencing higher than expected loss ratios resulting from several underlying factors, including ongoing loss cost inflation and unfavorable prior year reserve developments. These reductions have reduced our expected near-term revenue and Adjusted EBITDA. Accordingly, we have taken steps to reduce our overhead expenses, including implementing workforce reductions. OnMay 1, 2023 , we committed to a plan to reduce our workforce (the "Plan") by 25 employees, or 16%, to align our operating costs with our near-term business outlook while continuing to support our long-term business strategy. We expect such actions to be substantially completed inMay 2023 . We expect to incur charges associated with the Plan during the quarter endingJune 30, 2023 of approximately$1.6 million , consisting primarily of one-time termination benefits provided to the terminated employees, of which approximately$1.3 million are cash expenditures. The estimated costs that we expect to incur in connection with the Plan are subject to assumptions, and actual results may differ significantly from these estimates. We may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the reduction. 24
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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 ourOpen 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 inOpen 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 ourPrivate 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 inPrivate Marketplace transactions and recognize revenue for the platform fee received, which is a negotiated percentage of the Transaction Value of such transactions. There are no payments made by us to suppliers in ourPrivate Marketplace .
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, non-cash equity-based compensation, the cost of health and other employee benefits, 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, non-cash 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, non-cash 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, non-cash equity-based
compensation, and the cost of health and other employee benefits. General and
administrative expenses also include professional services, an
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allocated portion of rent and facilities expenses and depreciation and amortization expense, and any change in fair value of contingent consideration.
Other expenses (income), net
Other expenses (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 captions above. Other expenses (income), net for the three months endedMarch 31, 2023 consisted primarily of an impairment charge related to our cost method investment. 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 uponMediaAlpha, 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, includingMediaAlpha, 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 ofMarch 31, 2023 , our ownership interest in QLH was 70.1%. 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. 26
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Operating results for the three months ended
The following table sets forth our operating results in absolute dollars and as
a percentage of revenue for the three months ended
Three months ended
March 31,
(in thousands) 2023 2022
Revenue $ 111,630 100.0 % $ 142,599 100.0 %
Costs and operating expenses
Cost of revenue 93,262 83.5 % 120,881 84.8 %
Sales and marketing 6,994 6.3 % 7,223 5.1 %
Product development 5,168 4.6 % 5,216 3.7 %
General and administrative 15,755 14.1 % 17,148 12.0 %
Total costs and operating expenses 121,179 108.6 % 150,468 105.5 %
(Loss) from operations (9,549) (8.6) % (7,869) (5.5) %
Other expenses (income), net 1,381 1.2 % (523) (0.4) %
Interest expense 3,576 3.2 % 1,359 1.0 %
Total other expense, net 4,957 4.4 % 836 0.6 %
(Loss) before income taxes (14,506) (13.0) % (8,705) (6.1) %
Income tax expense 78 0.1 % 1,143 0.8 %
Net (loss) $ (14,584) (13.1) % $ (9,848) (6.9) %
Net (loss) attributable to non-controlling
interest (4,318) (3.9) % (2,772) (1.9) %
Net (loss) attributable to MediaAlpha, Inc. $ (10,266) (9.2) % $ (7,076) (5.0) %
Net (loss) per share of Class A common
stock
-Basic and diluted $ (0.23) $ (0.17)
Weighted average shares of Class A common
stock outstanding
-Basic and diluted 43,870,005 40,847,941
Revenue
The following table presents our revenue, disaggregated by vertical, for the
three months ended
Three Months Three Months
Ended Ended
March 31, March 31,
(dollars in thousands) 2023 $ % 2022
Property & Casualty insurance $ 55,107 $ (32,347) (37.0) % $ 87,454
Percentage of total revenue 49.4 % 61.3 %
Health insurance 45,603 3,494 8.3 % $ 42,109
Percentage of total revenue 40.9 % 29.5 %
Life insurance 7,091 24 0.3 % $ 7,067
Percentage of total revenue 6.4 % 5.0 %
Other 3,829 (2,140) (35.9) % $ 5,969
Percentage of total revenue 3.4 % 4.2 %
Revenue $ 111,630 (30,969) (21.7) % $ 142,599
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The decrease in P&C insurance revenue for the three months endedMarch 31, 2023 , compared with the three months endedMarch 31, 2022 , was due to a decrease in customer acquisition spending by certain insurance carriers to address profitability concerns caused by higher-than-expected automobile repair and replacement costs and overall inflationary pressures. Additionally, in the first quarter of 2023 there was a greater mix of transactions through ourPrivate Marketplace , which impacts revenue due to the lower platform fees for ourPrivate Marketplace , which are recognized on a net revenue basis. The auto insurance industry began to experience a cyclical downturn in the second half of 2021, with many P&C insurance carriers experiencing lower than expected underwriting profitability, leading them to reduce marketing budget allocations to our channel. In lateMarch 2023 , one of the Company's major insurance carriers significantly reduced their customer acquisition spend with the Company due to ongoing loss cost inflation and unfavorable prior year reserve developments. We expect this reduction in customer acquisition spend from this carrier to last beyond the second quarter of 2023 but are currently unable to predict accurately the duration of this cyclical downturn or its impact on our revenue from the P&C insurance vertical, or our profitability, beyond the second quarter of 2023. The increase in health insurance revenue for the three months endedMarch 31, 2023 , compared with the three months endedMarch 31, 2022 , was driven by increases in customer acquisition spending in our marketplaces by our under 65 and Medicare insurance partners due to increased demand as well as additional revenue of$1.5 million during the three months endedMarch 31, 2023 as a result of the acquisition ofCustomer Helper Team, LLC (CHT) inApril 2022 .
Revenue from the life insurance vertical for the three months ended
The decrease in other revenue for the three months endedMarch 31, 2023 , compared with the three months endedMarch 31, 2022 , was driven primarily by lower revenue from our consumer finance vertical due to a reduction in mortgage and refinancing activity caused by rising interest rates, as well as lower revenue from our travel vertical. In addition, revenue from our education vertical decreased to zero during the three months endedMarch 31, 2023 from$0.6 million during the three months endedMarch 31, 2022 as we fully exited this vertical during the third quarter of 2022.
Cost of revenue
The following table presents our cost of revenue for the three months endedMarch 31, 2023 and 2022, and the dollar and percentage changes between the two periods: Three Months Ended Three Months Ended (dollars in thousands) March 31, 2023 $ % March 31, 2022 Cost of revenue $ 93,262$ (27,619) (22.8) % $ 120,881 Percentage of revenue 83.5 % 84.8 % The decrease in cost of revenue for the three months endedMarch 31, 2023 , compared with the three months endedMarch 31, 2022 , was driven primarily by lower revenue share payments to suppliers due to the overall decrease in revenue, offset in part by an increase in equity-based compensation expense and an increase in personnel-related costs due to the employees added as a result of the CHT acquisition. Sales and marketing The following table presents our sales and marketing expenses for the three months endedMarch 31, 2023 and 2022, and the dollar and percentage changes between the two periods: Three Months Ended Three Months Ended (dollars in thousands) March 31, 2023 $ % March 31, 2022 Sales and marketing $ 6,994$ (229) (3.2) % $ 7,223 Percentage of revenue 6.3 % 5.1 % The decrease in sales and marketing expenses for the three months endedMarch 31, 2023 , compared with the three months endedMarch 31, 2022 , was due to factors including a decrease in equity-based compensation expense of$0.3 million and an decrease in personnel-related costs of$0.5 million on account of terminations, offset in part by an increase in amortization expense of$0.9 million related to intangible assets arising from our acquisition of CHT. 28
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Product development
The following table presents our product development expenses for the three months endedMarch 31, 2023 and 2022, and the dollar and percentage changes between the two periods: Three Months Ended Three Months Ended (dollars in thousands) March 31, 2023 $ % March 31, 2022 Product development $ 5,168$ (48) (0.9) % $ 5,216 Percentage of revenue 4.6 % 3.7 %
The decrease in product development expenses for the three months ended
General and administrative
The following table presents our general and administrative expenses for the
three months ended
Three Months Ended Three Months Ended
(dollars in thousands) March 31, 2023 $ % March 31, 2022
General and administrative $ 15,755 $ (1,393) (8.1) % $ 17,148
Percentage of revenue 14.1 % 12.0 %
The decrease in general and administrative expenses for the three months ended
March 31, 2023 , compared with the three months ended March 31, 2022 , was due
primarily to lower professional and accounting related fees of $1.8 million
driven by higher costs incurred in the three months ended March 31, 2022 related
primarily to SOX implementation costs, and accounting fees, and lower directors
and officers insurance premiums of $0.7 million . These reductions in expenses
were offset in part by a higher equity-based compensation expense of $0.4
million and legal fees of $0.5 million related to charges incurred in connection
with a civil investigative demand from the Federal Trade Commission .
Equity-based compensation
The following table presents our equity-based compensation expense that was included in costs and operating expenses for the three months endedMarch 31, 2023 and 2022, and the dollar and percentage changes between the two periods: Three Months Ended Three Months Ended (dollars in thousands) March 31, 2023 $ % March 31, 2022 Cost of revenue $ 966$ 568 142.7 % $ 398 Sales and marketing 2,381 (324) (12.0) % 2,705 Product development 2,172 (77) (3.4) % 2,249 General and administrative 8,822 401 4.8 % 8,421 Total $ 14,341$ 568 4.1 % $ 13,773 The increase in equity-based compensation expense for the three months endedMarch 31, 2023 , compared with the three months endedMarch 31, 2022 , was driven primarily by expenses related to additional restricted stock units granted to employees as part of the annual incentive process and to restricted stock units granted to the employees added in connection with our acquisition of CHT, offset in part by forfeitures due to employee terminations.
Amortization
The following table presents our amortization of intangible asset expense that was included in costs and operating expenses for the three months endedMarch 31, 2023 and 2022, and the dollar and percentage changes between the two periods: 29
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Three Months Ended Three Months Ended
(dollars in thousands) March 31, 2023 $ % March 31, 2022
Sales and Marketing $ 1,539 $ 856 125.3 % $ 683
General and administrative 190 190 100.0 % -
Total $ 1,729 $ 1,046 153.1 % $ 683
The increase in amortization expense for the three months ended
Other expenses (income), net
The following table presents our other expenses for the three months endedMarch 31, 2023 and 2022, and the dollar and percentage changes between the two periods: Three Months Ended Three Months Ended (dollars in thousands) March 31, 2023 $ % March 31, 2022 Other expenses (income), net$ 1,381 $ 1,904 (364.1) % $ (523) Percentage of revenue 1.2 % (0.4) % The increase in other expenses for the three months endedMarch 31, 2023 , compared with the three months endedMarch 31, 2022 , was driven primarily by an impairment charge of$1.4 million during the three months endedMarch 31, 2023 related to a cost method investment and estimated future state tax benefits adjustments related to the tax receivables agreement ("TRA") in the three months endedMarch 31, 2022 , which are no longer applicable as ofMarch 31, 2023 , after we concluded that payments under the agreement are no longer probable.
Interest expense
The following table presents our interest expense for the three months endedMarch 31, 2023 and 2022, and the dollar and percentage changes between the two periods: Three Months Ended Three Months Ended (dollars in thousands) March 31, 2023 $ % March 31, 2022 Interest expense $ 3,576$ 2,217 163.1 % $ 1,359 Percentage of revenue 3.2 % 1.0 % The increase in interest expense for the three months endedMarch 31, 2023 , compared with the three months endedMarch 31, 2022 , was driven by an increase in the interest rate payable on amounts borrowed under the 2021 Credit Facility and the interest on amounts drawn on our 2021 Revolving Credit Facility to fund a portion of the consideration for our acquisition of CHT, offset in part by by the impact of a lower outstanding balance on the 2021 Term Loan Facility.
Income tax expense
The following table presents our income tax expense for the three months endedMarch 31, 2023 and 2022, and the dollar and percentage changes between the two periods: Three Months Ended Three Months Ended (dollars in thousands) March 31, 2023 $ % March 31, 2022 Income tax expense $ 78$ (1,065) (93.2) % $ 1,143 Percentage of revenue 0.1 % 0.8 % 30
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For the three months endedMarch 31, 2023 , we recorded an income tax expense of$0.1 million resulting from our effective tax rate of (0.5)%, which differed from theU.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. For the three months endedMarch 31, 2022 , we recorded an income tax expense of$1.1 million resulting from our effective tax rate of (13.1)%, which differed from theU.S. federal statutory rate of 21%, due primarily to nondeductible equity-based compensation, losses associated with non-controlling interests not taxable to us, state taxes, and other nondeductible permanent items.
Key business and operating metrics
In addition to traditional financial metrics, we rely upon certain business and operating metrics that are not presented in accordance with GAAP to estimate the volume of spending on our platform, estimate and recognize revenue, evaluate our business performance and facilitate our operations. Such business and operating metrics should not be considered in isolation from, or as an alternative to, measures presented in accordance with GAAP and should be considered together with other operating and financial performance measures presented in accordance with GAAP. Also, such business and operating metrics may not necessarily be comparable to similarly titled measures presented by other companies.
Adjusted EBITDA
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.
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The following table reconciles Adjusted EBITDA with net (loss), the most
directly comparable financial measure calculated and presented in accordance
with GAAP, for the three months ended
Three months ended
March 31,
(in thousands) 2023 2022
Net (loss) $ (14,584) $ (9,848)
Equity-based compensation expense 14,341 13,773
Interest expense 3,576 1,359
Income tax expense 78 1,143
Depreciation expense on property and equipment 96 98
Amortization of intangible assets 1,729 683 Transaction expenses(1) 294 380 SOX implementation costs(2) - 110 Impairment of cost method investment 1,406
-
Changes in TRA related liability(3) 6
(630)
Changes in Tax Indemnification Receivable(4) (14)
-
Settlement of federal and state income tax refunds(5) 3 74 Legal expenses(6) 333 - Adjusted EBITDA$ 7,264 $ 7,142 (1)Transaction expenses consist of$0.3 million of legal, and accounting fees incurred by us for the three months endedMarch 31, 2023 , in connection with a resale registration statement filed with theSEC . For the three months endedMarch 31, 2022 , transaction expenses consist of$0.4 million of expenses incurred by us in connection with our acquisition of CHT. (2)SOX implementation costs consist of$0.1 million of expenses for the three months endedMarch 31, 2022 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 fiscal 2021. (3)Changes in TRA related liability consist of immaterial expenses for the three months endedMarch 31, 2023 , and$0.6 million of income for the three months endedMarch 31, 2022 , due to a change in the estimated future state tax benefits and other changes in the estimate resulting in reductions of the TRA liability. (4)Changes in Tax Indemnification Receivable consists of immaterial income for the three months endedMarch 31, 2023 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 expense. (5)Settlement of federal and state tax refunds consist of immaterial expenses and$0.1 million of expense incurred by us for the three months endedMarch 31, 2023 and 2022, respectively, related to a payment toWhite Mountains for state tax refunds for the period prior to the Reorganization Transactions related to 2020 tax returns. The settlement also resulted in a benefit of the same amount which has been recorded within income tax expense. (6)Legal expenses of$0.3 million for the three months endedMarch 31, 2023 , includes legal fees incurred in connection with a civil investigative demand received from theFederal Trade Commission (FTC) inFebruary 2023 .
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
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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 months endedMarch 31, 2023 and 2022: Three months ended March 31, (in thousands) 2023 2022 Revenue$ 111,630 $ 142,599 Less cost of revenue (93,262) (120,881) Gross profit 18,368 21,718
Adjusted to exclude the following (as related to cost of revenue): Equity-based compensation
966 398
Salaries, wages, and related 1,047 656
Internet and hosting 150 104
Other expenses 172 127
Depreciation 11 6
Other services 715 530
Merchant-related fees (4) 15
Contribution 21,425 23,554
Gross margin 16.5 % 15.2 %
Contribution Margin 19.2 % 16.5 %
Transaction Value
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.
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The following table presents Transaction Value by platform model for the three
months ended
Three months ended
March 31,
(dollars in thousands) 2023 2022
Open Marketplace transactions $ 107,659 $ 138,096
Percentage of total Transaction Value 55.7 % 57.8 %
Private Marketplace transactions 85,506 100,916
Percentage of total Transaction Value 44.3 % 42.2 %
Total Transaction Value $ 193,165 $ 239,012 The following table presents Transaction Value by vertical for the three months
ended
Three months ended
March 31,
(dollars in thousands) 2023 2022
Property & Casualty insurance $ 117,924 $ 148,083
Percentage of total Transaction Value 61.0 % 62.0 %
Health insurance 59,412 60,255
Percentage of total Transaction Value 30.8 % 25.2 %
Life insurance 10,117 12,392
Percentage of total Transaction Value 5.2 % 5.2 %
Other 5,712 18,282
Percentage of total Transaction Value 3.0 % 7.6 %
Total Transaction Value $ 193,165 $ 239,012
Consumer Referrals
We define "Consumer Referral" as any consumer click, call or lead purchased by a
buyer on our platform. Click revenue is recognized on a pay-per-click basis and
revenue is earned and recognized when a consumer clicks on a listed buyer's
advertisement that is presented subsequent to the consumer's search (e.g., auto
insurance quote search or health insurance quote search). Call revenue is earned
and recognized when a consumer transfers to a buyer and remains engaged for a
requisite duration of time, as specified by each buyer. Lead revenue is
recognized when we deliver data leads to buyers. Data leads are generated either
through insurance carriers, insurance-focused research destination websites or
other financial websites that make the data leads available for purchase through
our platform, or when consumers complete a full quote request on our proprietary
websites. Delivery occurs at the time of lead transfer. The data we generate
from each Consumer Referral feeds into our analytics model to generate
conversion probabilities for each unique consumer, enabling discovery of
predicted return and cost per sale across the platform and helping us to improve
our platform technology. We monitor the number of Consumer Referrals on our
platform in order to measure Transaction Value, revenue and overall business
performance across our verticals and platform models.
The following table presents the percentages of total Transaction Value
generated from clicks, calls and leads for the three months ended March 31, 2023
and 2022:
Three months ended
March 31,
2023 2022
Clicks 78.7 % 77.7 %
Calls 12.9 % 11.7 %
Leads 8.4 % 10.6 %
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Segment information
We operate inthe United States and in a single operating segment. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our chief executive officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. No expense or operating income is evaluated at a segment level. Our acquisition of CHT did not create any additional segments as our chief executive officer continues to review financial information and allocate resources on a consolidated basis. Since we operate in one operating segment and reportable segment, all required financial segment information can be found in the consolidated financial statements.
Liquidity and capital resources
Overview
Our principal sources of liquidity are our cash flow generated from operations and cash and funds available under the 2021 Revolving Credit Facility. Our principal uses of cash include funding of our operations, interest payments, and mandatory principal payments on our long-term debt. As ofMarch 31, 2023 andDecember 31, 2022 , our cash and cash equivalents totaled$19.5 million and$14.5 million , respectively. As ofMarch 31, 2023 , the aggregate principal amount outstanding under the 2021 Term Loan Facility was$178.1 million and our borrowing capacity under the 2021 Revolving Credit Facility was$45.0 million . We believe that our current sources of liquidity, which include cash flow generated from operations, cash and funds available under the 2021 Credit Facilities, will be sufficient to meet our projected operating and debt service requirements, and we expect that we will continue to comply with our financial covenants under the 2021 Credit Facilities, for at least the next twelve months. To the extent that our current liquidity is insufficient to fund future activities or we do not remain in compliance with our financial covenants under the 2021 Credit Facilities, we may need to reduce operating costs, negotiate amendments to or waivers of the terms of such credit facilities, refinance our debt, or raise additional capital. We have historically not used funds available under our credit facilities to fund our operations and payments under the credit facilities. Our business is seasonal and cyclical in nature and these trends, if continued for a long period of time, could impact the cash flows generated from operations, requiring us to draw on our available borrowing capacity under the 2021 Revolving Credit Facility or raise additional funds in the short term. 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. While one of our major insurance carrier partners had resumed their customer acquisition spending with us in the first quarter of 2023, in lateMarch 2023 they significantly reduced their customer acquisition spend with us due to experiencing higher than expected loss ratios on account of several underlying factors, including ongoing loss cost inflation and unfavorable prior year reserve developments. These reductions have reduced our expected near-term revenue and Adjusted EBITDA and our forecasted cushion with respect to compliance with the financial covenants under the 2021 Credit Facilities, and we are currently unable to reasonably estimate their impact beyond the second quarter of 2023. In the event that our financial results are below our expectations due to cyclical conditions in our primary vertical markets or other factors, we may need to take additional actions to remain in compliance with the financial covenants under the 2021 Credit Facilities. OnApril 1, 2022 , we closed the acquisition of substantially all of the assets ofCustomer Helper Team, LLC ("CHT") for cash consideration of$49.7 million at closing, plus contingent consideration of up to$20.0 million based on CHT's achievement of revenue and profitability targets for the two successive twelve-month periods following the closing. We funded the transaction in part by drawing$25.0 million under the 2021 Revolving Credit Facility and the balance from cash on hand as of the closing. CHT was unable to meet its target for the first twelve-month period and accordingly we did not pay any consideration related to that period. Further, based on the current forecast for the CHT related business, we do not expect the contingent consideration for the second twelve-month period to be earned or payable. As ofMarch 31, 2023 , we have repaid$20.0 million of the amounts drawn under the 2021 Revolving Credit Facility to fund the purchase price for this acquisition. We may in the future engage in additional merger and acquisition or other activities, including share repurchases, that could require us to draw on our existing credit facilities or raise additional capital through the sale of equity securities or through debt financing arrangements. If we raise additional funds by issuing equity securities, the ownership of our existing stockholders will be diluted. The incurrence of additional debt financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing covenants that could restrict our operations. Our 35
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material cash requirements include our long-term debt, operating lease obligations, any payments under the TRA, and any contingent consideration payable in connection with our acquisition of CHT.
Cash Flows
The following table presents a summary of our cash flows for the three months endedMarch 31, 2023 and 2022, and the dollar and percentage changes between the periods: Three months Three months ended March 31, ended March 31, (dollars in thousands) 2023 $ % 2022
Net cash provided by operating activities
51.2 % $ 8,305 Net cash (used in) investing activities $ (30) $
10 (25.0) % $ (40)
Net cash (used in) financing activities
112.9 % $ (3,541)
Operating activities
Cash flows provided by operating activities were $12.6 million for the three
months ended March 31, 2023 , compared with $8.3 million for the three months
ended March 31, 2022 . The increase resulted from lower working capital usage due
primarily to the timing of our payables and receivables.
Investing activities
Cash flows used in investing activities were immaterial for the three months
ended
Financing activities
Cash flows used in financing activities were$7.5 million for the three months endedMarch 31, 2023 , compared with$3.5 million for the three months endedMarch 31, 2022 . The increase was due primarily to higher payments made pursuant to the TRA and distributions to non-controlling interests.
Senior secured credit facilities
2021 Credit Facilities
OnJuly 29, 2021 ,QuoteLab, LLC entered into an amendment (the "First Amendment") to the 2020 Credit Agreement (as amended by the First Amendment, the "Amended Credit Agreement"). The Amended Credit Agreement provides for a new senior secured term loan facility in an aggregate principal amount of$190.0 million (the "2021 Term Loan Facility"), the proceeds of which were used to refinance all of the$186.4 million outstanding under the existing 2020 Term Loan Facility and the unpaid interest thereon as of the date of the First Amendment, to pay fees related to these transactions, and to provide cash for general corporate purposes, and a new senior secured revolving credit facility with commitments in an aggregate amount of$50.0 million (the "2021 Revolving Credit Facility" and, together with the 2021 Term Loan Facility, the "2021 Credit Facilities"), which replaced the 2020 Revolving Credit Facility. Our obligations under the 2021 Credit Facilities are guaranteed by QLH and secured by substantially all assets ofQLH and QuoteLab, LLC . Borrowings under the 2021 Credit Facilities bear interest at a rate equal to, at our option, the London Interbank Offered Rate plus an applicable margin, with a floor of 0.00%, or a base rate plus an applicable margin. The applicable margins will be based on our consolidated total net leverage ratio as calculated under the terms of the Amended Credit Agreement (the "Leverage Ratio") for the prior fiscal quarter and range from 2.00% to 2.75% with respect to theLondon Interbank Offered Rate and from 1.00% to 1.75% with respect to the base rate. The 2021 Credit Facilities allows for the LIBOR to be phased out and replaced with other interbank offered rates to alternative reference rates such as Secured Overnight Funding Rate ("SOFR"). We expect to amend the Amended Credit Agreement to replace the existing LIBOR with an alternative reference rate prior to the expected phase out of LIBOR inJune 2023 . Loans under the 2021 Credit Facilities will mature onJuly 29, 2026 . Loans under the 2021 Term Loan Facility amortize quarterly, beginning with the first business day afterDecember 31, 2021 and ending withJune 30, 2026 , by an amount equal to 1.25% of the aggregate outstanding principal amount of the term loans initially made. The 2021 Revolving Credit Facility does not require amortization of principal and will mature onJuly 29, 2026 . 36
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As ofMarch 31, 2023 , we had$175.9 million of outstanding borrowings, net of deferred debt issuance costs of$2.2 million , and$5.0 million under the 2021 Term Loan Facility and 2021 Revolving Credit Facility, respectively.
Tax receivables agreement
Our purchases (through Intermediate Holdco) of Class B-1 units from certain
unitholders in connection with the IPO, as well as exchanges of Class B-1 units
subsequent to the IPO (together with an equal number of shares of our Class B
common stock) for shares of our Class A common stock (or, at our election, cash
of an equivalent value) ("Exchange"), and the Pre-IPO Leveraged Distribution and
other actual or deemed distributions by QLH to its members pursuant to the
Exchange Agreement, have resulted and are expected to continue to result in
increases in our allocable tax basis in the assets of QLH. These increases in
tax basis are expected to increase (for tax purposes) depreciation and
amortization deductions allocable to us and, therefore, reduce the amount of tax
that we otherwise would be required to pay in the future. This increase in tax
basis may also decrease gain (or increase loss) on future dispositions of
certain assets to the extent tax basis is allocated to those assets.
In connection with the IPO, we entered into the TRA with Insignia, the Senior
Executives, and White Mountains related to the tax basis step-up of the assets
of QLH and certain net operating losses of Intermediate Holdco. The agreement
requires us to pay Insignia and the Senior Executives or any assignees 85% of
the cash savings, if any, in U.S. federal, state and local income tax we realize
(or are deemed to realize) as a result of (i) any increases in tax basis of
assets of QLH resulting from any Exchange, and (ii) certain other tax benefits
related to making our payments under the TRA. The TRA also requires us to pay
White Mountains 85% of the amount of the cash savings, if any, in U.S. federal,
state and local income tax that we realize (or are deemed to realize) as a
result of the utilization of the net operating losses of Intermediate Holdco
attributable to periods prior to the IPO and the deduction of any imputed
interest attributable to our payment obligations under the TRA.
In addition to tax expenses, we may also make payments under the TRA, which
could to be significant. We account for the income tax effects and corresponding
TRA effects resulting from any Exchange by recognizing an increase in our
deferred tax assets, based on enacted tax rates at the date of the Exchange. We
evaluate the likelihood that we will realize the benefit represented by the
deferred tax asset and, to the extent that we estimate that it is more likely
than not that we will not realize the benefit, we will reduce the carrying
amount of the deferred tax asset with a valuation allowance. The amounts to be
recorded for both the deferred tax assets and the liability for our obligations
under the TRA are estimated at the time of any purchase or exchange as a
reduction to stockholders' equity, and the effects of changes in any of our
estimates after this date will be included in net income (loss). Similarly, the
effect of subsequent changes in the enacted tax rates will be included in net
income (loss). Judgment is required in assessing the future tax consequences of
events that have been recognized in our consolidated financial statements. A
change in our assessment of such consequences, such as realization of deferred
tax assets, changes in our assessment of probability of making payments under
the TRA, changes in blended tax rates, changes in tax laws or interpretations
thereof could materially impact our results. As of December 31, 2022 , in
conjunction with recording a valuation allowance on our deferred tax assets and
projections of future taxable income, we determined that we no longer consider
the payments under the agreement to be probable, and so remeasured our
liabilities pursuant to the TRA, net of current portion, to be zero. As of
March 31, 2023 and December 31, 2022 , the Company recorded zero and
$2.8 million , respectively, as current portion of payments due under the TRA
within accrued expenses on the consolidated balance sheets.
Recent accounting pronouncements
For a discussion of new accounting pronouncements recently adopted and not yet adopted, see Note 1 to the consolidated financial statements appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Critical accounting policies and estimates
Our critical accounting policies and estimates are included in our 2022 Annual Report on Form 10-K and did not materially change during the three months endedMarch 31, 2023 .
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