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July 22, 2024
Patrick R. Thompson
Chief Financial Officer & Treasurer
MediaAlpha, Inc.
700 South Flower Street, Suite 640
Los Angeles, California 90017
Re: MediaAlpha, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-39671
Dear Patrick R. Thompson:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 80
1. Your accounting policy for revenue recognition uses various terms to
describe the entities
with whom you transact, such as: buyer customers, customers, buyers,
partners, suppliers,
supply partners, and sellers. It appears you use some terms
interchangeably. However,
on page 17 of your May 2024 investor presentation, you use different
terms, such as
publishers and advertisers, to refer to entities with whom you transact.
To avoid potential
confusion by readers in the use of various terms and to improve
consistency between your
filing and investor presentation, please revise your disclosure here to
refer to the parties
(and their respective roles) in your transactions clearly and
consistently. For example,
given that the term "customer" is defined in ASC 606, we suggest you use
that term in the
context of ASC 606 and specify which parties are your customers under
ASC 606 (e.g.,
advertisers in the insurance industry (carriers, brokers, agents) are
our customers). As
another example, consider stating that publishers are your suppliers for
Open Marketplace
transactions. Finally, it appears you define delivering qualified calls,
leads and click
July 22, 2024
Page 2
transactions as Consumer Referrals," and then further define Consumer
Referrals as
customers or buyers." Please revise as appropriate.
2. You disclose you identified one performance obligation in your customer
contracts, which
is the delivery of Consumer Referrals that meet customers
specifications. Given that your
role differs between Open Marketplace and Private Marketplace
transactions, please
clarify for us why you believe delivery of Consumer Referrals is your
performance
obligation for Private Marketplace transactions. In this regard, we note
that you act as an
agent and charge a platform fee for Private Marketplace transactions
that are contracted
directly between the 'buyers' and 'supply partners.' As part of your
response, please tell us
how you determined the specified goods or services provided to the
customer (end
customer) and whether you controlled them. Refer to ASC 606-10-55-36A,
55-37, and
55-38.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380
with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services