Financial Data and Key Metrics Changes - Transaction value for Q2 was $481 million, up 49% year over year, driven by a 71% increase in the P and C vertical, while the Health vertical saw a 32% decline [9][11] - Adjusted EBITDA for the quarter was $24.5 million, increasing 31% year over year, representing 62% of contribution, up from 56% in the prior year [10][12] - The company expects Q3 transaction value to be between $545 million and $570 million, representing a year-over-year increase of 23% at the midpoint [12][13] Business Line Data and Key Metrics Changes - The P and C vertical experienced significant growth, with transaction value increasing by 71% year over year, primarily from existing carriers [9][30] - The Health vertical's transaction value declined by 32% year over year, with expectations of continued declines in the near term [9][11] - The company anticipates a Q3 transaction value of approximately $18 million for the under-65 business, reflecting a 54% year-over-year decline [11] Market Data and Key Metrics Changes - The company noted that automotive tariffs are becoming more manageable, and the slowing rate increases are prompting carriers to focus on acquiring new customers [7][23] - The competitive landscape in the auto insurance market remains strong, with healthy advertising spend expected to continue [7][22] Company Strategy and Development Direction - The company aims to capture multi-year growth opportunities, particularly in the P and C insurance vertical, while also focusing on compliance measures following the FTC settlement [5][8] - There is a strategic shift towards optimizing for market share and transaction value, with plans to focus more on gross profit as market conditions evolve [32] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the trajectory for the rest of the year, particularly in the P and C vertical, despite challenges in the Health vertical [8][11] - The company anticipates increased consumer shopping behavior in the Medicare Advantage market, although carrier budgets may be lighter than in previous years [49][50] Other Important Information - The company reached a settlement with the FTC involving $45 million in payments, which will be funded from cash on hand [6][14] - The company ended the quarter with $85 million in cash and a net debt to adjusted EBITDA ratio of 0.6x, indicating strong financial flexibility [13][14] Q&A Session Summary Question: How will the FTC settlement enhance competitive positioning in the under-65 vertical? - Management indicated that the settlement will create a new baseline for the under-65 business, allowing for better navigation of consumer choices and potential growth opportunities [18][19] Question: What is the outlook for carrier budgets in the second half of the year? - Management expressed optimism about continued strong carrier budgets, citing robust underlying profitability in the personal auto space [21][22] Question: Can you provide more details on the mix of existing carrier spend versus new carrier additions? - The majority of the increase in spend was from existing carriers, with new carriers typically starting small [30] Question: What is the strategy to balance volume growth and profitability? - The current focus is on optimizing for market share and transaction value, with plans to shift towards gross profit optimization as market conditions change [32] Question: What are the expectations for the upcoming AEP and its impact on shopping behavior? - Increased shopping behavior is anticipated, but carrier budgets may be lighter than previous years due to market churn and uncertainty [50][51]

[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents MediaAlpha, Inc.'s unaudited consolidated financial statements as of June 30, 2025, detailing balance sheets, operations, and cash flows, reflecting revenue growth but a net loss due to a legal settlement [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, the company had **$85.4 million** in cash and cash equivalents, an increase from **$43.3 million** at year-end 2024, while total assets decreased to **$249.4 million** from **$262.4 million** Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $85,381 | $43,266 | | Accounts receivable, net | $102,776 | $142,932 | | Total current assets | $192,474 | $189,909 | | Total assets | $249,418 | $262,447 | | **Liabilities & Stockholders' Deficit** | | | | Accounts payable | $75,838 | $105,563 | | Accrued expenses | $63,980 | $18,542 | | Total current liabilities | $148,687 | $132,954 | | Long-term debt, net | $149,154 | $153,596 | | Total liabilities | $306,375 | $308,679 | | Total stockholders' deficit | $(56,957) | $(46,232) | [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) For Q2 2025, revenue increased **41.1%** to **$251.6 million**, but the company reported a net loss of **$22.5 million** due to increased general and administrative expenses, including a legal reserve Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $251,622 | $178,274 | $515,931 | $304,923 | | (Loss) income from operations | $(20,042) | $6,493 | $(19,926) | $8,865 | | Net (loss) income | $(22,533) | $4,420 | $(24,867) | $2,929 | | Net (loss) income attributable to MediaAlpha, Inc. | $(18,742) | $3,620 | $(20,690) | $2,507 | | Basic Net (loss) income per share | $(0.33) | $0.07 | $(0.33) | $0.05 | | Diluted Net (loss) income per share | $(0.33) | $0.07 | $(0.37) | $0.04 | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash from operations significantly increased to **$49.4 million**, leading to a **$42.1 million** rise in cash and cash equivalents Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $49,423 | $23,287 | | Net cash (used in) investing activities | $(232) | $(164) | | Net cash (used in) financing activities | $(7,076) | $(11,735) | | **Net increase in cash and cash equivalents** | **$42,115** | **$11,388** | | **Cash and cash equivalents, end of period** | **$85,381** | **$28,659** | [Notes to the Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail accounting policies, revenue disaggregation, and legal contingencies, highlighting a **$13.4 million** intangible asset write-off and a **$45.0 million** FTC settlement - The company has significant customer concentration, with two customers accounting for **50% of revenue** in Q2 2025 and **48%** for the first six months of 2025[36](index=36&type=chunk) - During the first six months of 2025, the company wrote off **$13.4 million** in intangible assets related to the Customer Helper Team, LLC acquisition, as no future economic benefits are expected from them[48](index=48&type=chunk)[49](index=49&type=chunk) - The company reached an agreement with the FTC to settle an investigation, agreeing to pay **$45.0 million** in monetary relief, with a reserve of **$45.0 million** recorded as of June 30, 2025[61](index=61&type=chunk)[62](index=62&type=chunk) Revenue by Vertical (Six Months Ended June 30, in thousands) | Vertical | 2025 | 2024 | | :--- | :--- | :--- | | Property & casualty insurance | $450,407 | $203,664 | | Health insurance | $52,011 | $82,053 | | Life insurance | $10,798 | $14,081 | | Other | $2,715 | $5,125 | | **Total** | **$515,931** | **$304,923** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2025 financial results, highlighting **41.1%** revenue growth driven by P&C insurance, offset by health declines, and a **$22.5 million** net loss due to an FTC settlement charge [Executive Summary](index=23&type=section&id=Executive%20Summary) Q2 2025 saw revenue grow **41.1%** to **$251.6 million** and Transaction Value increase **49.4%**, but a **$22.5 million** net loss was recorded due to an FTC reserve, while Adjusted EBITDA rose **30.7%** Q2 2025 Financial Highlights (in millions) | Metric | Q2 2025 | Q2 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $251.6 | $178.3 | $73.3 | 41.1% | | Transaction Value | $480.8 | $321.8 | $159.0 | 49.4% | | Contribution | $39.8 | $33.7 | $6.1 | 18.1% | | Net (Loss) Income | $(22.5) | $4.4 | $(26.9) | n/m | | Adjusted EBITDA | $24.5 | $18.7 | $5.8 | 30.7% | - The primary driver for revenue growth was a significant increase in customer acquisition spending by P&C carrier partners in response to their improving underwriting profitability[90](index=90&type=chunk) - The company and the FTC entered into a Consent Order to resolve all claims, with the company agreeing to pay **$45.0 million**, and a charge of **$33.0 million** was taken in the quarter to increase the related reserve[92](index=92&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Operating results for Q2 2025 show P&C revenue surged **69.0%** while Health insurance revenue fell **48.0%**, with general and administrative expenses rising **241.1%** due to **$34.0 million** in legal costs Revenue by Vertical (Three Months Ended June 30, in thousands) | Vertical | 2025 | 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Property & Casualty insurance | $227,162 | $134,422 | $92,740 | 69.0% | | Health insurance | $18,074 | $34,774 | $(16,700) | (48.0)% | | Life insurance | $5,225 | $6,518 | $(1,293) | (19.8)% | | **Total Revenue** | **$251,622** | **$178,274** | **$73,348** | **41.1%** | - General and administrative expenses for Q2 2025 increased by **$33.3 million** (**241.1%**) year-over-year, primarily due to a **$34.0 million** increase in legal costs, including a **$33.0 million** charge for the FTC Matter reserve[128](index=128&type=chunk) - For the six months ended June 30, 2025, the company wrote off **$13.4 million** of intangible assets from the Customer Helper Team, LLC acquisition as they were not expected to generate future cash inflows[145](index=145&type=chunk) [Key business and operating metrics](index=38&type=section&id=Key%20business%20and%20operating%20metrics) The company's non-GAAP metrics show Adjusted EBITDA at **$53.9 million** for the six months ended June 30, 2025, with Contribution at **$83.8 million** and total Transaction Value reaching **$953.9 million** Reconciliation of Net (Loss) Income to Adjusted EBITDA (in thousands) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | Net (loss) income | $(22,533) | $4,420 | $(24,867) | $2,929 | | Adjustments | $47,035 | $14,320 | $78,745 | $30,230 | | **Adjusted EBITDA** | **$24,502** | **$18,740** | **$53,878** | **$33,159** | Transaction Value by Vertical (Six Months Ended June 30, in thousands) | Vertical | 2025 | 2024 | | :--- | :--- | :--- | | Property & Casualty insurance | $842,198 | $390,070 | | Health insurance | $95,092 | $124,365 | | Life insurance | $13,775 | $18,123 | | **Total Transaction Value** | **$953,880** | **$540,916** | [Liquidity and capital resources](index=41&type=section&id=Liquidity%20and%20capital%20resources) As of June 30, 2025, the company had **$85.4 million** in cash and equivalents, extended debt maturities to July 2027, and plans to use cash on hand for the **$45.0 million** FTC settlement - As of June 30, 2025, the company had **$85.4 million** in cash and cash equivalents and **$45.0 million** available under its revolving credit facility[166](index=166&type=chunk) - In August 2025, the company extended the maturity date for the majority of its term loans (**$138.1 million**) and revolving credit facility (**$45.6 million**) by one year to July 29, 2027[166](index=166&type=chunk)[179](index=179&type=chunk) - The company will pay a **$45.0 million** settlement to the FTC, with **$33.5 million** due within seven days of court entry and **$11.5 million** within 90 days, planning to use cash on hand for these payments[169](index=169&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks, including interest rate fluctuations on its variable-rate credit facilities and significant customer and supplier concentration, with two customers accounting for **50% of Q2 2025 revenue** - The company is exposed to interest rate risk from its variable-rate 2021 Credit Facilities, where a hypothetical **1.0%** increase in interest rates would have resulted in a **$0.8 million** impact on interest expense for the six months ended June 30, 2025[189](index=189&type=chunk) Customer and Supplier Concentration (Q2 2025) | Concentration Type | Number > 10% | Aggregate Value (in millions) | % of Total | | :--- | :--- | :--- | :--- | | Revenue | 2 | $125 | 50% | | Purchases | 2 | $53 | 25% | [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of June 30, 2025, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[194](index=194&type=chunk) - No changes occurred in the company's internal control over financial reporting during Q2 2025 that have materially affected, or are reasonably likely to materially affect, these controls[195](index=195&type=chunk) [PART II. OTHER INFORMATION](index=47&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference details on legal matters, primarily the Federal Trade Commission (FTC) settlement, from Note 5 to the Consolidated Financial Statements - The report refers to Note 5 of the financial statements for details on legal proceedings, which covers the FTC matter settlement[198](index=198&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, emphasizing the company's high dependency on cyclical insurance industries and the financial and operational risks associated with the FTC settlement - The company's business is highly subject to cyclicality in the insurance industry, where 'hard' market conditions can lead to significant reductions in customer acquisition spending by insurance carriers, adversely impacting revenue[200](index=200&type=chunk) - The settlement with the FTC, while resolving the commission's claims, includes a **$45.0 million** payment and injunctive terms that will affect operations, particularly in the under-65 health insurance subvertical, where a reduction in Transaction Value and Contribution is expected for 2025[204](index=204&type=chunk)[205](index=205&type=chunk) - Even with the FTC settlement, the company faces risks of litigation from other government authorities or private claimants regarding business practices subject to the FTC investigation[206](index=206&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities but repurchased **102,348 shares** of Class A Common Stock at **$10.39 per share** to satisfy tax obligations related to RSU vesting - There were no unregistered sales of equity securities in the quarter[208](index=208&type=chunk) Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2025 | — | — | | May 2025 | 102,348 | $10.39 | | June 2025 | — | — | | **Total** | **102,348** | **$10.39** | [Item 3. Defaults Upon Senior Securities](index=49&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[210](index=210&type=chunk) [Item 4. Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[211](index=211&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) No director or officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q2 2025 - No director or officer adopted, modified, or terminated a Rule 10b5-1 trading plan during the three months ended June 30, 2025[212](index=212&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including an employment agreement amendment, CEO/CFO certifications, and Inline XBRL data files - Exhibits filed include CEO/CFO certifications (31.1, 31.2, 32.1) and XBRL data files[213](index=213&type=chunk)

Market Opportunity & Growth - Digital insurance ad spend is projected to reach $14 billion by 2026, representing a 23-26E CAGR of 15% [13, 20] - Digital insurance ad spend growth is outpacing overall digital ad spend growth, with a 27% increase expected in 2024 compared to 13% for overall digital ad spend [21, 22] - The Property & Casualty (P&C) insurance industry is recovering, with carriers refocusing on growth and customer acquisition as underwriting results improve [37] Financial Performance - The company's LTM Transaction Value reached $1.9 billion [17] - LTM Q2 2025 Adjusted EBITDA was $116.8 million, representing a 136% year-over-year growth [17] - Q2 2025 Transaction Value was $435 million, compared to $255 million in Q2 2024 [54] - Q2 2025 Adjusted EBITDA was $24.5 million, compared to $18.7 million in Q2 2024 [54] Business Model & Strategy - The company operates a two-sided marketplace connecting insurance demand partners with high-intent end consumers [24] - The company has high partner retention rates, with 100% one-year retention and 96% three-year retention for both top 25 supply and demand partners [35] - The company's model enables demand partners to monetize surplus traffic through its marketplaces as supply partners [33] - The company's economic model is based on a percentage of Transaction Value, regardless of whether an insurance product is sold [48]

Debt Amendment and Financial Obligations - The Revolving Maturity Date and Tranche A Term Maturity Date have been extended to July 29, 2027[3][8]. - The amendment reflects the agreement of the Extending Lenders, who constitute a Majority in Interest of both the Revolving and Tranche A Term Lenders[4]. - Non-Extending Lenders will maintain their existing maturity dates and commitments, with obligations due on those dates[7][9]. - The Administrative Agent will receive customary legal opinions and certificates from the Loan Parties as part of the amendment process[14][15]. - A solvency certificate from the chief financial officer of Holdings is required, certifying the financial condition as of the amendment date[17]. - All fees and expenses related to the amendment must be paid prior to its effectiveness[18]. - The amendment includes provisions for KYC compliance and documentation requirements[19]. - The Borrower must ensure that no Default has occurred as of the amendment date[21]. - The amendment has retroactive effect to the original Effective Date of the Credit Agreement[12]. - The total amount of Extending Revolving Lenders' commitments is $45,616,666.67, with JPMorgan Chase Bank, N.A. holding the largest share at $11,358,333.34[54]. - The total amount of Extending Tranche A Term Loans is $138,061,433.55, with JPMorgan Chase Bank, N.A. also holding the largest share at $34,376,641.10[58]. - The maturity date for both the Extending Revolving and Tranche A Term Loans is set for July 29, 2027[54][58]. - Non-Extending Revolving Lenders have a total commitment of $4,383,333.33, with UBS AG, Stamford Branch contributing $2,300,000.00[56]. - Non-Extending Tranche A Term Lenders have a total of $13,266,407.45, with UBS AG, Stamford Branch holding $6,961,080.69[60]. - The amendment does not waive any rights or remedies of the Administrative Agent, Lenders, or Issuing Bank, ensuring all terms of the Credit Agreement remain in effect[24]. - Each Loan Party reaffirms its obligations under the Loan Documents, ensuring the continued validity of the secured obligations[23]. - The amendment constitutes the entire agreement among the parties regarding the subject matter, superseding all prior agreements[25]. - The amendment is governed by the laws of the State of New York, ensuring legal clarity and jurisdiction[31]. - The amendment allows for the execution in counterparts, facilitating the signing process among multiple parties[30]. Financial Performance and Projections - The company reported a total revenue of $1.5 billion for the quarter, representing a 15% year-over-year increase[77]. - User growth reached 10 million new subscribers, bringing the total user base to 100 million, a 10% increase from the previous quarter[78]. - The company expects revenue guidance for the next quarter to be between $1.6 billion and $1.7 billion, indicating a growth rate of 7% to 13%[79]. - New product launches contributed to a 20% increase in sales, with the latest product line accounting for $300 million in revenue[80]. - The company is investing $200 million in research and development for new technologies aimed at enhancing user experience[81]. - Market expansion efforts in Asia are projected to increase market share by 5% over the next year[82]. - The company completed a strategic acquisition valued at $500 million, expected to enhance its product offerings and market position[83]. - Operating expenses increased by 10% to $600 million, primarily due to higher marketing costs associated with new product launches[84]. - The company reported a net income of $250 million, reflecting a 12% profit margin for the quarter[85]. - The company plans to implement cost-cutting measures aimed at reducing operating expenses by 5% over the next fiscal year[86]. Financial Metrics and Ratios - The Applicable Rate is determined based on the Consolidated Total Net Leverage Ratio, with specific rates ranging from 1.00% to 2.75% depending on the ratio thresholds[1]. - The Available Amount is calculated as the greater of $6,000,000 or 9.7% of Consolidated EBITDA for the most recently ended Test Period[4]. - The Borrower must deliver consolidated financial statements within specified time periods to avoid the Applicable Rate being set at Category 4 rates[1]. - The definition of "Available Amount" includes various components such as capital contributions and proceeds from Qualified Equity Interests[5]. - The Borrower can utilize net cash proceeds from dispositions of investments made after the Effective Date to calculate the Available Amount[5]. - The term "Benchmark" initially refers to the Term SOFR, with provisions for replacement in case of a Benchmark Transition Event[105]. - The Benchmark Replacement will be determined based on market conventions and may include a spread adjustment[106]. - The Benchmark Replacement Date is triggered by specific events related to the current Benchmark's representativeness[110]. - The Borrower is required to comply with various financial covenants to maintain favorable borrowing terms[1]. - The financial obligations related to Banking Services are defined and include various services such as deposit accounts and treasury management[100]. Operational and Strategic Initiatives - The company reported a significant increase in revenue, achieving $1.5 billion in Q3 2023, representing a 20% year-over-year growth[110]. - User data showed a total of 10 million active users, up from 8 million in the previous quarter, indicating a 25% increase[110]. - The company provided guidance for Q4 2023, expecting revenue to be between $1.6 billion and $1.7 billion, which would reflect a growth rate of 15% to 20%[110]. - New product launches included a state-of-the-art software platform, projected to generate an additional $200 million in revenue over the next year[110]. - The company is expanding its market presence in Europe, targeting a 30% increase in market share by the end of 2024[110]. - A strategic acquisition of a smaller tech firm was announced, expected to enhance the company's capabilities and add $50 million in annual revenue[110]. - Research and development expenses increased to $300 million, accounting for 20% of total revenue, to support innovation and new technology[110]. - The company reported a net profit margin of 15%, up from 12% in the previous year, reflecting improved operational efficiency[110]. - Customer retention rates improved to 85%, a 5% increase compared to the last quarter, indicating stronger customer loyalty[110]. - The company plans to invest $100 million in sustainability initiatives over the next three years, aiming to reduce carbon emissions by 40%[110]. Financial Adjustments and Compliance - The company reported a total interest expense for the period, including all commissions, discounts, and fees related to letters of credit, amounting to a significant figure as per GAAP[144]. - Consolidated EBITDA for the period includes total interest expense, taxes, depreciation, and extraordinary charges, reflecting the company's financial health[146]. - The company has established a framework for pledging and securing interests in various assets, ensuring compliance with applicable laws and regulations[139]. - The Administrative Agent has the discretion to grant extensions for the creation and perfection of security interests, indicating flexibility in asset management[139]. - The company is not required to deliver certain equity interests or obtain legal opinions for non-wholly owned subsidiaries, streamlining operational processes[140]. - The maximum amount secured by any mortgage is limited to the fair market value of the applicable real estate asset, ensuring prudent financial practices[139]. - The company has provisions in place to manage costs associated with the creation and perfection of security interests, balancing practical benefits against potential burdens[139]. - The company’s consolidated cash interest expense calculation includes various non-recurring costs and adjustments, providing a comprehensive view of financial obligations[145]. - The company is focused on maintaining compliance with the Uniform Commercial Code for financing statements, ensuring legal protection for its interests[139]. - The company has outlined specific exceptions and limitations regarding collateral and guarantee requirements, enhancing operational efficiency[139]. Cash Flow and Liquidity Management - The company reported a significant increase in Consolidated EBITDA, with a pro forma adjustment expected to add back up to 15% of Consolidated EBITDA for the applicable period[149]. - The Consolidated Fixed Charge Coverage Ratio for the Test Period was calculated based on the net income after accounting for income taxes paid in cash[151]. - Consolidated Total Funded Indebtedness was determined to include obligations for borrowed money and Capital Lease Obligations, reflecting the company's financial leverage[155]. - The company anticipates realizing cost savings and operational improvements within 18 months, which are expected to positively impact future earnings[149]. - The Consolidated Total Net Leverage Ratio was assessed as the ratio of total funded indebtedness net of unrestricted cash to Consolidated EBITDA for the most recent Test Period[156]. - Noncash charges related to employee benefits and management compensation plans were included in the financial calculations, impacting overall profitability metrics[148]. - The company expects to receive business interruption insurance proceeds that will replace earnings for the applicable period, contributing to future cash flow[149]. - Cash payments made during the period on account of noncash charges were deducted in the calculation of Consolidated Net Income, affecting reported earnings[150]. - The company incurred transaction costs related to acquisitions and investments, which were accounted for in the financial statements[148]. - The financial results included adjustments for extraordinary gains and losses, ensuring a more accurate representation of the company's performance[150]. Cash Flow Calculations and Restrictions - The definition of "Excess Cash Flow" includes adjustments for non-controlling interests and non-cash charges, ensuring a minimum value of zero for any fiscal year[187]. - Capital Expenditures deducted from Excess Cash Flow can be added back in the following fiscal year if not actually made, allowing for strategic financial planning[188]. - The aggregate principal amount of Long-Term Indebtedness repaid during the fiscal year is excluded from Excess Cash Flow calculations if financed with Excluded Sources[188]. - Restricted Payments made in cash during the fiscal year are included in the Excess Cash Flow calculation, with specific exclusions noted[188]. - Cash payments for pensions and other postemployment benefits are accounted for in the Excess Cash Flow definition, impacting overall liquidity assessments[189]. - The calculation of Excess Cash Flow also considers changes in Consolidated Working Capital, which can significantly affect cash availability[189]. - Excluded Assets include various categories such as leasehold real estate and certain equity interests, which are critical for understanding the company's asset base[192]. - The company must navigate restrictions on security interests in assets, which can impact financing strategies and operational flexibility[191]. - The definition of "Excluded Assets" includes specific thresholds, such as Commercial Tort Claims valued under $10 million, which may limit potential recoveries[192]. - The company is required to assess tax implications when determining the security interest in assets, ensuring compliance with applicable laws[192].

Core Insights - MediaAlpha, Inc. reported a record second quarter with revenue growth of 41% year-over-year, reaching $251.6 million, and transaction value growth of 49%, totaling $480.8 million [1][6] - The Property & Casualty (P&C) insurance vertical experienced a significant transaction value increase of 71% year-over-year, amounting to $435 million, driven by strong demand from leading carriers [2][6] - The company recorded a net loss of $(22.5) million for the second quarter, compared to a net income of $4.4 million in the same period last year, while Adjusted EBITDA improved to $24.5 million from $18.7 million [1][6] Financial Performance - Revenue for the second quarter was $251.6 million, a 41% increase from $178.3 million in Q2 2024 [6] - Transaction Value reached $480.8 million, up 49% from $321.8 million in the previous year [6] - The gross margin decreased to 15.0% from 17.8% in Q2 2024, and the Contribution Margin fell to 15.8% from 18.9% [6][26] - The company has set aside an additional $33 million reserve related to the FTC inquiry, bringing the total reserve to $45 million as of June 30, 2025 [6] Future Outlook - For Q3 2025, MediaAlpha expects transaction value in the P&C insurance vertical to grow approximately 35% year-over-year, while the Health insurance vertical is projected to decline by 40% to 45% [4][5] - The company anticipates revenue between $270 million and $290 million for Q3 2025, representing an 8% year-over-year increase at the midpoint [7] - Adjusted EBITDA is expected to grow at a slower rate than transaction value and revenue due to a decrease in contribution from the under-65 health segment [5][7] Business Metrics - The company operates with over 1,200 active partners and generated nearly 119 million consumer referrals in 2024 [16] - MediaAlpha's programmatic advertising technology facilitated $1.9 billion in spend across various insurance sectors over the last twelve months [16] - The transaction value from the Health insurance vertical decreased by 32% year-over-year to $37 million [6][24]

Core Viewpoint - MediaAlpha has reached a settlement with the Federal Trade Commission (FTC) regarding an investigation into its under-65 health insurance segment, agreeing to pay $45 million and implement additional compliance measures [1][2][3]. Settlement Details - The settlement requires MediaAlpha to pay $45 million, which is equivalent to $0.61 per fully diluted share, funded by existing cash of $85.4 million as of June 30, 2025 [2][5]. - The payment will be made in two installments: $33.5 million within seven days of court approval and $11.5 million within 90 days [5]. - The settlement is not expected to materially impact MediaAlpha's core Property & Casualty insurance vertical or Medicare sub-vertical [2][5]. Compliance Measures - MediaAlpha will enhance its compliance processes related to its under-65 health websites and partner screening as part of the settlement [2][3]. - The company has already begun implementing enhanced compliance measures and scaling back certain areas within under-65 health since early 2025 [7]. Financial Impact - The additional compliance procedures are expected to reduce under-65 Transaction Value by approximately $80 million to $85 million and under-65 Contribution by $18 million to $20 million in 2025, representing a 6% decline in Transaction Value and a 12% decline in Contribution compared to 2024 [8]. - Year-over-year changes in under-65 health for Q1 and Q2 2025 show significant declines, with Transaction Value decreasing by 20% and 41% respectively, and Contribution decreasing by 32% and 63% [8]. Growth Prospects - Despite the challenges in the under-65 health segment, MediaAlpha remains optimistic about the growth prospects for its core Property & Casualty and Medicare verticals, driven by strong secular tailwinds and a focus on innovation [4].

The consensus EPS estimate for the quarter has remained unchanged over the last 30 days. This is essentially a reflection of how the covering analysts have collectively reassessed their initial estimates over this period. Investors should keep in mind that the direction of estimate revisions by each of the covering analysts may not always get reflected in the aggregate change. Wall Street expects a year-over-year increase in earnings on higher revenues when MediaAlpha, Inc. (MAX) reports results for the qua ...

Core Insights - RE/MAX Holdings reported total revenue of $72.8 million for Q2 2025, a decrease of 7.3% compared to Q2 2024, primarily due to a decline in U.S. agent count and lower Broker Fees revenue [4][10] - The company achieved an adjusted EBITDA of $26.3 million, down 6.4% year-over-year, with an adjusted EBITDA margin of 36.1% [11][10] - The total agent count increased by 2.5% to 147,073 agents, with a notable 11.5% increase in agents outside the U.S. and Canada [3][10] Revenue Performance - Total revenue for Q2 2025 was $72.8 million, down from $78.5 million in Q2 2024, reflecting a decrease of $5.7 million [4][10] - Revenue excluding Marketing Funds was $54.5 million, a decline of 6.8% year-over-year, attributed to a 5.7% decrease in organic revenue and 1.1% adverse foreign currency movements [4][10] - Recurring revenue streams, including franchise fees and annual dues, accounted for 67.3% of revenue excluding Marketing Funds, down from 65.9% in the prior year [5] Operating Expenses - Total operating expenses decreased to $58.7 million in Q2 2025, down 5.7% from $62.3 million in Q2 2024 [6][10] - Selling, operating, and administrative expenses were $33.9 million, representing 62.2% of revenue excluding Marketing Funds, compared to 59.7% in the prior year [7] Profitability Metrics - Net income attributable to RE/MAX Holdings was $4.7 million for Q2 2025, an increase from $3.7 million in Q2 2024 [8][10] - Basic and diluted GAAP earnings per share were both $0.23 for Q2 2025, compared to $0.20 and $0.19 in Q2 2024, respectively [8][10] - Adjusted earnings per diluted share were $0.39, down from $0.41 in the same quarter last year [12] Balance Sheet and Cash Flow - As of June 30, 2025, the company had cash and cash equivalents of $94.3 million, a decrease of $2.3 million from the end of 2024 [13] - Outstanding debt was $439.0 million, slightly down from $440.8 million at the end of 2024 [13] - Cash flow from operations for the first half of 2025 was $10.2 million, down from $25.3 million in the same period of 2024 [26] Outlook - For Q3 2025, RE/MAX Holdings expects revenue in the range of $71.0 million to $76.0 million and adjusted EBITDA between $23.5 million and $26.5 million [19] - The full-year 2025 revenue outlook has been adjusted to a range of $290.0 million to $296.0 million [19]

One stock to keep an eye on is MediaAlpha (MAX) . MAX is currently holding a Zacks Rank #2 (Buy) and a Value grade of A. The stock has a Forward P/E ratio of 14.35. This compares to its industry's average Forward P/E of 23.86. Over the past 52 weeks, MAX's Forward P/E has been as high as 73.45 and as low as 9.72, with a median of 14.88. Finally, investors will want to recognize that MAX has a P/CF ratio of 26.25. This metric focuses on a firm's operating cash flow and is often used to find stocks that are u ...

Core Viewpoint - MAX Power Mining Corp. is conducting an additional non-brokered private placement due to strong investor interest, aiming to raise total gross proceeds of up to $4.45 million for exploration and working capital [1][2][3]. Group 1: Private Placement Details - The concurrent offering will issue up to 5,681,818 units at a price of $0.22 per unit, each comprising one common share and one share purchase warrant [1]. - Each warrant allows the holder to purchase one share at an exercise price of $0.29, valid for 24 months from the issuance date [1]. - The total gross proceeds from this offering, combined with previously announced financing, is expected to reach $4.45 million [2]. Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for the exploration of Natural Hydrogen properties in Saskatchewan, as well as for working capital and general corporate purposes [3]. Group 3: Securities and Regulations - All securities issued will be subject to a statutory hold period of four months plus a day from the issuance date [3]. - The company may pay finders' fees to eligible finders in connection with the offering, in compliance with applicable securities laws [4]. Group 4: Company Overview - MAX Power is focused on North America's transition to decarbonization and is a first mover in the Natural Hydrogen sector, holding approximately 1.3 million acres of permits for exploration [8]. - The company has identified high-priority initial drill target areas and also holds properties in the U.S. and Canada focused on critical minerals [8].