UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2020
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
Commission File Number 001-39671
MediaAlpha, Inc.
(Exact name of Registrant as specified in its Charter)
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Delaware |
85-1854133 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
700 South Flower Street, Suite 640
Los Angeles, California 90017
(Address of principal executive offices, including zip code)
(213) 316-6256
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Class A Common Stock, $0.01 par value per share |
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NYSE |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
The aggregate market value of the Registrant’s Class A Common Stock held by non-affiliates of the Registrant was approximately $359.9 million based on the closing market price as of the close of business on October 28, 2020, the first day of trading on the New York Stock Exchange of the Registrant’s Class A Common Stock.
As of February 26, 2021, there were 33,815,086 shares of MediaAlpha, Inc.'s Class A common stock, $0.01 par value per share, and 25,536,043 shares of MediaAlpha, Inc.’s Class B common stock, par value $0.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Table of Contents
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Page |
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PART I |
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Item 1. |
6 |
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Item 1A. |
21 |
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Item 1B. |
55 |
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Item 2. |
55 |
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Item 3. |
55 |
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Item 4. |
55 |
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PART II |
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Item 5. |
56 |
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Item 6. |
57 |
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Item 7. |
58 |
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Item 7A. |
81 |
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Item 8. |
82 |
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Item 9. |
114 |
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Item 9A. |
114 |
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Item 9B. |
115 |
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PART III |
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Item 10. |
116 |
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Item 11. |
122 |
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Item 12. |
128 |
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Item 13. |
130 |
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Item 14. |
132 |
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PART IV |
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Item 15. |
134 |
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Item 16 |
136 |
Certain Definitions
As used in this Annual Report on Form 10-K:
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“Class A-1 units” refers to the Class A-1 units of QL Holdings LLC (“QLH”). |
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“Class B-1 units” refers to the Class B-1 units of QLH. |
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“CAGR” means compound annual growth rate. |
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“Consumer Referral” means any consumer click, call or lead purchased by a buyer on our platform. |
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“Consumers” and “customers” refer interchangeably to end consumers. Examples include individuals shopping for insurance policies. |
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“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. |
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“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. |
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“Distributor” means any company or individual that is involved in the distribution of insurance, such as an insurance agent or broker. |
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“Founders” means, collectively, Steven Yi, Eugene Nonko, and Ambrose Wang. |
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“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. |
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“Insignia” means Insignia Capital Group, L.P. and its affiliates. |
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“InsurTech” means insurance technology. |
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“Intermediate Holdco” means Guilford Holdings, Inc., our wholly owned subsidiary and the owner of all Class A-1 units, after giving effect to the IPO. |
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“Inventory,” when referring to our supply partners, means the volume of Consumer Referral opportunities. |
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“IPO” means our initial public offering of our Class A common stock on October 30, 2020. |
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“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. |
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“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. |
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“NAIC” means the National Association of Insurance Commissioners. |
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“Open platform” refers to one of our two business models. In open platform 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. |