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United States securities and exchange commission logo
September 30, 2020
Tigran Sinanyan
Chief Financial Officer
MediaAlpha, Inc.
700 South Flower Street, Suite 640
Los Angeles, CA 90017
Re: MediaAlpha, Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted September
17, 2020
CIK No. 0001818383
Dear Mr. Sinanyan:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Financial statements and basis of presentation, page ii
1. We note your responses
to prior comments 5 and 7, including the fact that you identified
Intermediate Holdco as
the accounting acquirer and your disclosure on page ii that you
determined not to
include its historical financial statements in your filing because at the
time it is contributed
to you in the offering reorganization, its only assets will be the
Class A-1 units of QL
Holdings LLC and certain deferred tax assets and liabilities. Please
provide us your
analysis, including the specific guidance you relied upon, when
determining that
Intermediate Holdco's historical financial statements are not required to
be included.
Tigran Sinanyan
FirstName LastNameTigran Sinanyan
MediaAlpha, Inc.
Comapany 30,
September NameMediaAlpha,
2020 Inc.
September
Page 2 30, 2020 Page 2
FirstName LastName
Summary consolidated financial and operating data
Other financial and operational data, page 24
2. We note your updated tabular presentation of Other financial and
operational data. Please
revise this table to present GAAP Gross profit and GAAP Gross margin
with equal or
greater prominence to avoid placing undue prominence on Contribution
and Contribution
Margin. Additionally within the tabular reconciliation under footnote
(2), provide GAAP
Gross margin prior to your disclosure of Contribution Margin. Refer to
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the
Division s Compliance
and Disclosure Interpretations for Non-GAAP Financial Measures.
Risk Factors
Risks related to being a public company
We have identified material weaknesses in our internal control over financial
reporting....., page
54
3. You disclose that the second material weakness you identified resulted
in the restatement
of the financial statements of QL Holdings LLC for the year ended
December 31, 2019.
Based on your disclosures in the audited financial statements of QL
Holdings LLC and
subsidiaries beginning on page F-1, you also restated the consolidated
financial statements
of QL Holdings LLC and subsidiaries for the year ended December 31,
2018 in
conjunction with the identification of the second material weakness.
Please revise your
disclosure accordingly.
Management's discussion and analysis of financial condition and results of
operations
Key business and operating metrics
Contribution and Contribution Margin, page 105
4. We note your response to prior comment 9 and understand that you do
not present GAAP
Gross profit on the face of your Consolidated statements of
operations. However,
considering that the amount calculated as revenue less cost of revenue
is equal to GAAP
gross profit, please rename the line item Subtotal throughout
your prospectus as Gross
profit . Your disclosure should indicate that Gross profit is the
most directly comparable
GAAP measure to Contribution.
Business
Our Platform
We connect insurance companies with websites where consumers shope for
insurance, page 131
5. We note your response to prior comment 13, including disclosure of how
the average cost-
per-click for your high-quality auto insurance partners in your
platform for the twelve
month period ended June 30, 2020 of approximately $37 is calculated
and that you
compare this measure to the average search engine cost-per-click in
the broader insurance
industry from 2019-2020 of $19. Tell us and enhance your disclosure to
explain why it is
Tigran Sinanyan
MediaAlpha, Inc.
September 30, 2020
Page 3
appropriate to compare an auto insurance specific measure to a broader
non-auto
insurance industry measure. Additionally, disclose the quantitative
information utilized to
calculate the average cost-per-click for your high-quality auto insurance
partners in your
platform for the twelve month period ended June 30, 2020 of approximately
$37.
You may contact Michelle Miller at 202-551-3368 or Sharon Blume at
202-551-3474
if you have questions regarding comments on the financial statements and
related matters.
Please contact David Gessert at 202-551-2326 or Michael Clampitt at
202-551-3434 with any
other questions.
Sincerely,
FirstName LastNameTigran Sinanyan
Division of
Corporation Finance
Comapany NameMediaAlpha, Inc.
Office of Finance
September 30, 2020 Page 3
cc: C. Daniel Haaren, Esq.
FirstName LastName