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0001866368false777 W. Main StreetSuite 900BoiseIdaho00018663682024-05-012024-05-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________________
FORM 8-K
_____________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2024
_____________________________________________________
Clearwater Analytics Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
_____________________________________________________
Delaware 001-40838 87-1043711
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (IRS Employer
Identification No.)
777 W. Main Street
Suite 900
Boise, Idaho
83702
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 208 433-1200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A common stock, par value $0.001 per share CWAN New York Stock Exchange LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
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. o On May 1, 2024, Clearwater Analytics Holdings, Inc. (“Clearwater” or the “Company”) issued a press release announcing its results for the first quarter ended March 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.



Item 2.02 Results of Operations and Financial Condition.
The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly provided by specific reference in such a filing.
Clearwater is making reference to non-GAAP financial information in both the press release and its earnings call. Reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the attached press release.
Item 9.01 Financial Statements and Exhibits.
(d):The following exhibits are being filed herewith:
Exhibit Number Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Clearwater Analytics Holdings, Inc.
Date: May 1, 2024 By: /s/ Jim Cox
Jim Cox, Chief Financial Officer

EX-99.1 2 cwan-20240331xexx991.htm EX-99.1 Document

Exhibit 99.1
picture1.jpg
Clearwater Analytics Announces First Quarter 2024 Financial Results

Record Quarterly Revenue of $102.7 Million, Up 21% Year-Over-Year
Adjusted EBITDA of $32.2 Million, Up 43% Year-Over-Year
Gross Revenue Retention Rate of 99%; Net Revenue Retention Rate of 110%
Annualized Recurring Revenue of $402.3 Million, Up 19% Year-Over-Year
Adjusted Gross Margin Increases to 78%, Up 210 bps Year-Over-Year

BOISE, Idaho — May 1, 2024 — Clearwater Analytics Holdings, Inc. (NYSE: CWAN) (“Clearwater Analytics” or the “Company”), a leading worldwide provider of SaaS-based investment management, accounting, reporting, and analytics solutions, today announced its financial results for the quarter ended March 31, 2024.

“The 21% organic year-over-year revenue growth in Q1 2024 demonstrates the continued disruptive power of our platform and its adoption by a diverse group of clients across industries and geographies. We continue to invest in and bring to market new innovative products that resonate with our current clients’ needs. This is one of the key levers of increasing NRR in the long-term, and we are pleased with the progress we are making. We’re also committed to expanding our TAM, and we believe that the acquisition of the risk, performance, and analytics products of Wilshire Advisors will position us as a leading player in that market. Combined with the JUMP Technology acquisition in November 2022, we have now addressed two key elements of solutions needed by the middle and front office,” said Sandeep Sahai, CEO at Clearwater Analytics. “We’re also very pleased with increased operational and onboarding efficiency driven by our strong network effects, AI-driven functionality, and other innovations which yielded significantly improved operating metrics. These are truly exciting times for the Company.”

First Quarter 2024 Financial Results Summary

•Revenue: Total revenue for the first quarter of 2024 was $102.7 million, an increase of 21.4%, from $84.6 million in the first quarter of 2023.

•Gross Profit: Gross profit for the first quarter of 2024 increased to $74.5 million, which equates to a 72.6% GAAP gross margin, compared with $59.8 million in the first quarter of 2023. Non-GAAP gross profit for the first quarter of 2024 was $80.2 million, which equates to a 78.0% non-GAAP gross margin and an increase of 210 basis points over the first quarter of 2023.

•Net Income/(Loss): Net income for the first quarter of 2024 was $2.2 million, compared with net loss of $5.4 million in the first quarter of 2023. Non-GAAP net income for the first quarter of 2024 increased to $26.2 million, an increase of 48.8%, from $17.6 million in the first quarter of 2023.

•Adjusted EBITDA: Adjusted EBITDA for the first quarter of 2024 was $32.2 million, an increase of 42.9%, from $22.5 million in the first quarter of 2023. Adjusted EBITDA margin for the first quarter of 2024 was 31.3%, an increase of 470 basis points over the first quarter of 2023.

•Cash Flows: Operating cash flows for the first quarter of 2024 were $10.0 million. Free cash flows for the first quarter of 2024 were $8.6 million, an increase of 38.3%, from $6.2 million in the first quarter of 2023.
•Earnings Per Share and Non-GAAP Net Income Per Share attributable to Clearwater Analytics Holdings, Inc.: Earnings per basic and diluted share was $0.01 in the first quarter of 2024. Non-GAAP net income per basic share was $0.12, and non-GAAP net income per diluted share was $0.10 in the first quarter of 2024.

•Cash, cash equivalents, and investments were $296.5 million as of March 31, 2024. During the first quarter, the Company reduced share count dilution by paying $28.8 million in taxes for net share settlement of equity awards. Total debt, net of debt issuance cost, was $47.9 million as of March 31, 2024.





First Quarter 2024 Key Metrics Summary

•Annualized Recurring Revenue: As of March 31, 2024, annualized recurring revenue (“ARR”) reached $402.3 million, an increase of 19.3% from $337.4 million as of March 31, 2023.

ARR is calculated at the end of a period by dividing the recurring revenue in the last month of such period by the number of days in the month and multiplying by 365.

•Gross Revenue Retention Rate: As of March 31, 2024, the gross revenue retention rate was 99%, compared to 97% as of March 31, 2023. The Company has reported a gross revenue retention rate of at least 98% for twenty out of the twenty-one prior quarters.

Gross revenue retention rate represents annual contract value (“ACV”) at the beginning of the 12-month period ended on the reporting date less client attrition over the prior 12-month period, divided by ACV at the beginning of the 12-month period, expressed as a percentage. ACV is comprised of annualized recurring revenue plus contracted-not-billed revenue, which represents the estimated annual contracted revenue for new and existing client opportunities prior to revenue recognition.

•Net Revenue Retention Rate: As of March 31, 2024, the net revenue retention rate was 110%, compared to 107% as of December 31, 2023.

Net revenue retention rate is the percentage of recurring revenue from clients on the platform for 12 months and includes changes from the addition, removal, or value of assets on our platform, contractual changes that have an impact to annualized recurring revenues and lost revenue from client attrition.
Recent Business Highlights

•On April 22, 2024, Clearwater Analytics completed its acquisition of the risk performance, and analytics platforms of Wilshire Advisors LLC, a leading global financial services firm. Specifically, Clearwater acquired Wilshire AxiomSM, Wilshire AtlasSM, Wilshire Abacus, and Wilshire iQComposite, which provide fixed income analytics, equity analytics and performance measurement, accounting, and GIPS® compliance support analytics, respectively, merging them with its own risk and performance analytics platform to create a best-in-class solution for front and middle office clients.

•Clearwater Analytics continued on its journey towards a multi-product company and successfully drove cross-sell and upsell in the first quarter. Highlights include:
◦Clearwater PRISM clients, including Aegon Asset Management, that successfully went live on our market-leading next-gen investment data management hub for enhanced client portal and reporting. Clearwater announced that Aegon Asset Management is using Clearwater PRISM to easily aggregate multi-asset client investment data, enabling growth and a differentiated client experience.
◦A growing roster of clients that use both Clearwater’s JUMP solution for OMS/PMS and Clearwater’s accounting and reconciliation solution.
◦Clearwater also announced the availability of Clearwater CWIC LPx, the Company’s latest generative AI-based solution. CWIC LPx brings enhanced front office, accounting, and operations functionality to LPx users at leading insurance firms, asset managers, private banks, wealth managers, and pension managers, allowing them to easily extract investment insights on-demand.

•Clearwater Analytics announced that leading general insurer MSIG Singapore selected Clearwater to power its investment data management, portfolio analytics, and investment reporting operations. MSIG Singapore will leverage Clearwater’s single instance, multi-tenant technology platform to gain a comprehensive view of investment portfolio reporting and analytics. By having the flexibility to conduct digital reporting, investment teams and regional stakeholders will be able to comply with international reporting standards, including IFRS 9.

•Clearwater Analytics announced that France Active successfully implemented the Clearwater platform after a five-month onboarding period, in order to simplify their investment accounting operations and centralize their accounting book of record. France Active will realize significant business benefits with Clearwater, including timely book-of-record accounting, efficient period-end operational tasks, and increased productivity as a result of automating tasks associated with reconciliation and reporting.




•Clearwater Analytics won the IFRS 9 Solution Provider of the Year award for the second consecutive year. Insurance Asset Risk Awards honored Clearwater for its cloud-based SaaS platform and dedicated Client Services offering, which provides a robust foundation to assist clients with their IFRS 9 plan, or global equivalents such as PSAK 71.

•Clearwater Analytics won the Technology Provider of the Year Excellence Award for the second year in a row. The InsuranceAsia News Excellence Awards celebrate the best firms in the Asia Pacific (re)insurance market, and honored Clearwater Analytics for playing a crucial role in helping insurers achieve efficiency, analytical superiority, and leverage new technologies to future-proof their business and the industry.

•Clearwater Analytics won the Best RegTech Platform award at the 8th annual FinTech Breakthrough Awards. This recognition highlights Clearwater’s commitment to simplifying accounting, regulatory reporting, and investment operations for its growing base of global clients.


Second Quarter and Full Year 2024 Guidance
Second Quarter 2024 Full Year 2024
Revenue $105 million to $106 million $438 million to $442 million
Year-over-Year Growth % ~17% to 18% ~19% to 20%
Adjusted EBITDA $31 million $137 million to $139 million
Adjusted EBITDA Margin % ~29% to 30% ~31%
Total Equity-based compensation expense and related payroll taxes ~$106 million
Depreciation and Amortization ~$11 million
Non-GAAP effective tax rate 25%
Diluted non-GAAP share count ~258 million

Certain components of the guidance given above are provided on a non-GAAP basis only without providing a reconciliation to guidance provided on a GAAP basis. Information is presented in this manner because the preparation of such a reconciliation could not be accomplished without “unreasonable efforts.” The Company does not have access to certain information that would be necessary to provide such a reconciliation, including non-recurring items that are not indicative of the Company’s ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company’s ongoing operations.
Conference Call Details
Clearwater Analytics will hold a conference call and webcast on May 1, 2024, at 5:00 p.m. Eastern time to discuss first quarter 2024 financial results, provide a general business update, and respond to analyst questions.
A live webcast of the call will also be available on the Company’s investor relations website. Please visit investors.clearwateranalytics.com at least fifteen minutes prior to the start of the event to register, download and install any necessary audio software.
If you are unable to participate live, a replay of the webcast will be available following the conference call on the Company’s investor relations website, along with the earnings press release, and related financial tables.
About Clearwater Analytics 
Clearwater Analytics (NYSE: CWAN), a global, industry-leading SaaS solution, automates the entire investment lifecycle. With a single instance, multi-tenant architecture, Clearwater offers award-winning investment portfolio planning, performance reporting, data aggregation, reconciliation, accounting, compliance, risk, and order management. Each day, leading insurers, asset managers, corporations, and governments use Clearwater’s trusted data to drive efficient, scalable investing on more than $7.3 trillion in assets spanning traditional and alternative asset types. Additional information about Clearwater can be found at clearwateranalytics.com.

###




Investor Contact:
Joon Park | +1 415-906-9242 | investors@clearwateranalytics.com
Media Contact:
Claudia Cahill | +1 703-728-1221 | press@clearwateranalytics.com
Use of non-GAAP Information
This press release contains certain non-GAAP measures, including non-GAAP gross profit, non-GAAP gross margin, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP effective tax rate, diluted non-GAAP share count and free cash flow.
The non-GAAP measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. However, the Company believes that this non-GAAP information is useful as an additional means for investors to evaluate its operating performance, when reviewed in conjunction with its GAAP financial statements. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP and, because these amounts are not determined in accordance with GAAP, they should not be used exclusively in evaluating the Company's business and operations. In addition, undue reliance should not be placed upon non-GAAP or operating information because this information is neither standardized across companies nor subjected to the same control activities and audit procedures that produce the Company's GAAP financial results.
The Company's non-GAAP statement of operations measures, including non-GAAP gross profit, non-GAAP gross margin, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP effective tax rate, diluted non-GAAP share count and free cash flow, are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of its ongoing operations. These adjusted measures exclude the impact of share-based compensation and eliminate potential differences in results of operations between periods caused by factors such as financing and capital structures, taxation positions or regimes, restructuring, transaction expenses, impairment and other charges. Please refer to the reconciliations of these measures below to what the Company believes are the most directly comparable measures evaluated in accordance with GAAP.
Use of Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning the Company's possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry, economic and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “aim,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms, but are not the exclusive means of identifying such statements.
Forward-looking statements involve known and unknown risks, uncertainties, and other factors, many of which are beyond Clearwater Analytics’ control, that may cause the Company's actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties may cause actual results to differ materially from Clearwater Analytics’ current expectations and include, but are not limited to, the Company's ability to keep pace with rapid technological change and market developments, including artificial intelligence, competitors in its industry, the possibility that market volatility, a downturn in economic conditions or other factors may cause negative trends or fluctuations in the value of the assets on the Company’s platform, the Company's ability to manage growth, the Company's ability to attract and retain skilled employees, the possibility that the Company's solutions fail to perform properly, disruptions and failures in the Company's and third parties’ computer equipment, cloud-based services, electronic delivery systems, networks and telecommunications systems and infrastructure, the failure to protect the Company, its customers’ and/or its vendors’ confidential information and/or intellectual property, claims of infringement of others’ intellectual property, factors related to the Company's ownership structure and status as a “controlled company” as well as other risks and uncertainties detailed in Clearwater Analytics’ periodic public filings with the U.S. Securities and Exchange Commission (the “SEC”), including but not limited to those discussed under “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 29, 2024, and in other periodic reports filed by Clearwater Analytics with the SEC. These filings are available at www.sec.gov and on Clearwater Analytics’ website.



Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent management’s beliefs and assumptions only as of the date of this press release and should not be relied upon as representing Clearwater Analytics’ expectations or beliefs as of any date subsequent to the time they are made. Clearwater Analytics does not undertake to and specifically declines any obligation to update any forward-looking statements that may be made from time to time by or on behalf of Clearwater Analytics.
###



Clearwater Analytics Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except share amounts and per share amounts, unaudited)
March 31 December 31
2024 2023
Assets
Current assets:
Cash and cash equivalents $ 189,644  $ 221,765 
Short-term investments 77,930  74,457 
Accounts receivable, net 96,766  92,091 
Prepaid expenses and other current assets 31,410  27,683 
Total current assets 395,750  415,996 
Property and equipment, net 15,035  15,349 
Operating lease right-of-use assets, net 27,750  22,554 
Deferred contract costs, non-current 6,218  6,439 
Intangible assets, net 24,526  26,132 
Goodwill 44,332  45,338 
Long-term investments 28,894  21,495 
Other non-current assets 5,298  5,440 
Total assets $ 547,803  $ 558,743 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 2,719  $ 3,062 
Accrued expenses and other current liabilities 40,948  49,535 
Notes payable, current portion 2,750  2,750 
Operating lease liability, current portion 7,650  6,551 
Tax receivable agreement liability 16,750  18,894 
Total current liabilities 70,817  80,792 
Notes payable, less current maturities and unamortized debt issuance costs 45,162  45,828 
Operating lease liability, less current portion 21,129  16,948 
Tax receivable agreement, less current portion 300  — 
Other long-term liabilities 4,180  5,518 
Total liabilities 141,588  149,086 
Stockholders' Equity
Class A common stock, par value $0.001 per share; 1,500,000,000 shares authorized, 146,189,247 shares issued and outstanding as of March 31, 2024, 127,604,185 shares issued and outstanding as of December 31, 2023 146  128 
Class B common stock, par value $0.001 per share; 500,000,000 shares authorized, 111,191 shares issued and outstanding as of March 31, 2024 and December 31, 2023 —  — 
Class C common stock, par value $0.001 per share; 500,000,000 shares authorized, 27,424,288 shares issued and outstanding as of March 31, 2024, 32,684,156 shares issued and outstanding as of December 31, 2023 27  33 
Class D common stock, par value $0.001 per share; 500,000,000 shares authorized, 71,965,845 shares issued and outstanding as of March 31, 2024, 82,955,977 shares issued and outstanding as of December 31, 2023 72  83 
Additional paid-in-capital 528,712  532,507 
Accumulated other comprehensive income 1,314  2,909 
Accumulated deficit (169,603) (181,331)
Total stockholders' equity attributable to Clearwater Analytics Holdings, Inc. 360,668  360,668  354,329 
Non-controlling interests 45,547  55,328 
Total stockholders' equity 406,215  406,215  409,657 
Total liabilities and stockholders' equity $ 547,803  $ 558,743 



Clearwater Analytics Holdings, Inc.
Consolidated Statements of Operations
(In thousands, except share amounts and per share amounts, unaudited)
Three Months Ended
March 31,
2024 2023
Revenue $ 102,719  $ 84,606 
Cost of revenue(1)
28,178  24,825 
Gross profit 74,541  59,781 
Operating expenses:
Research and development(1)
37,676  28,100 
Sales and marketing(1)
16,311  14,698 
General and administrative(1)
20,720  23,306 
Total operating expenses 74,707  66,104 
Loss from operations (166) (6,323)
Interest income, net (2,060) (1,356)
Tax receivable agreement expense 286  105 
Other (income) expense, net (530) 81 
Income (loss) before income taxes 2,138  (5,153)
Provision for (benefit from) income taxes (98) 264 
Net income (loss) 2,236  (5,417)
Less: Net income (loss) attributable to non-controlling interests 338  (1,033)
Net income (loss) attributable to Clearwater Analytics Holdings, Inc. $ 1,898  $ (4,384)
Net income (loss) per share attributable to Class A and Class D common stockholders stock:
Basic $ 0.01  $ (0.02)
Diluted $ 0.01  $ (0.02)
Weighted average shares of Class A and Class D common stock outstanding:
Basic 213,259,463 192,993,574
Diluted 255,458,196 192,993,574

(1)Amounts include equity-based compensation as follows:
Cost of revenue $ 3,146  $ 2,243 
Operating expenses:
Research and development 8,911  4,655 
Sales and marketing 3,821  3,965 
General and administrative 8,347  12,337 
Total equity-based compensation expense $ 24,225  $ 23,200 



Clearwater Analytics Holdings, Inc.
Consolidated Statements of Cash Flows
(In thousands, unaudited)
Three Months Ended March 31,
2024 2023
OPERATING ACTIVITIES
Net income (loss) $ 2,236  $ (5,417)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 2,550  2,449 
Noncash operating lease cost 2,232  1,852 
Equity-based compensation 24,225  23,200 
Amortization of deferred contract acquisition costs 1,217  1,201 
Amortization of debt issuance costs, included in interest expense 69  70 
Deferred tax benefit (1,022) (36)
Accretion of discount on investments (574) — 
Realized gain on investments —  (87)
Changes in operating assets and liabilities:
Accounts receivable, net (4,676) (6,139)
Prepaid expenses and other assets (4,198) (1,586)
Deferred contract acquisition costs (747) (586)
Accounts payable (295)
Accrued expenses and other liabilities (9,444) (6,796)
Tax receivable agreement liability (1,840) 105 
Net cash provided by operating activities 10,037  7,935 
INVESTING ACTIVITIES
Purchases of property and equipment (1,438) (1,717)
Purchases of available-for-sale investments (31,898) (34,161)
Proceeds from sale of available-for-sale investments —  1,990 
Proceeds from maturities of investments 21,536  1,242 
Net cash used in investing activities (11,800) (32,646)
FINANCING ACTIVITIES
Proceeds from exercise of options 104  2,693 
Taxes paid related to net share settlement of equity awards (28,774) (7,275)
Repayments of borrowings (687) (687)
Payment of business acquisition holdback liability (780) — 
Payment of tax distributions (8) — 
Net cash used in financing activities (30,145) (5,269)
Effect of exchange rate changes on cash and cash equivalents (213) 101 
Change in cash and cash equivalents during the period (32,121) (29,879)
Cash and cash equivalents, beginning of period 221,765  250,724 
Cash and cash equivalents, end of period $ 189,644  $ 220,845 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 911  $ 1,350 
Cash paid for income taxes $ 445  $ 309 
NON-CASH INVESTING AND FINANCING ACTIVITIES
Purchase of property and equipment included in accounts payable and accrued expense $ 83  $ 209 
Release of tax distributions payable to Continuing Equity Owners accrued in prior year $ (512) $ — 
Tax distributions payable to Continuing Equity Owners included in accrued expenses $ 2,433  $ 2,834 



Clearwater Analytics Holdings, Inc.
Reconciliation of Net Loss to Adjusted EBITDA
(In thousands, unaudited)
Three Months Ended March 31,
2024 2023
(in thousands, except percentages)
Net income (loss) $ 2,236  % $ (5,417) (6  %)
Adjustments:
Interest income, net (2,060) (2  %) (1,356) (2  %)
Depreciation and amortization 2,550  % 2,449  %
Equity-based compensation expense and related payroll taxes 28,481  28  % 24,507  29  %
Tax receivable agreement expense 286  % 105  %
Transaction expenses 802  % 1,293  %
Other (benefit) expenses(1)
(93) % 960  %
Adjusted EBITDA 32,202  31  % 22,541  27  %
Revenue $ 102,719  100  % $ 84,606  100  %
(1) Other (benefit) expenses include management fees to our investors, provision for income taxes, foreign exchange gains and losses and other expenses that are not reflective of our core operating performance, including the costs to set up our Up-C structure and Tax Receivable Agreement.
Three Months Ended March 31,
2024 2023
(in thousands)
Amortization of prepaid management fees and reimbursable expenses 535  615 
Provision for income taxes (98) 264 
Other (income) expense, net (530) 81 
Total other expenses $ (93) $ 960 



Clearwater Analytics Holdings, Inc.
Reconciliation of Free Cash Flow
(In thousands, unaudited)
Three Months Ended March 31,
2024 2023
Net cash provided by operating activities $ 10,037  $ 7,935 
Less: Purchases of property and equipment 1,438  1,717 
Free Cash Flow $ 8,599  $ 6,218 



Clearwater Analytics Holdings, Inc.
Reconciliation of Non-GAAP Information
(In thousands, except share amounts and per share amounts, unaudited)
Three Months Ended March 31,
2024 2023
Revenue $ 102,719  $ 84,606 
Gross profit $ 74,541  $ 59,781 
Adjustments:
Equity-based compensation expense and related payroll taxes 3,522  2,475 
Depreciation and amortization 2,102  1,964 
Gross profit, non-GAAP $ 80,165  $ 64,220 
As a percentage of revenue, non-GAAP 78  % 76  %
Cost of Revenue $ 28,178  $ 24,825 
Adjustments:
Equity-based compensation expense and related payroll taxes 3,522  2,475 
Depreciation and amortization 2,102  1,964 
Cost of revenue, non-GAAP $ 22,554  $ 20,386 
As a percentage of revenue, non-GAAP 22  % 24  %
Research and development $ 37,676  $ 28,100 
Adjustments:
Equity-based compensation expense and related payroll taxes 11,874  5,119 
Depreciation and amortization 201  288 
Research and development, non-GAAP $ 25,601  $ 22,693 
As a percentage of revenue, non-GAAP 25  % 27  %
Sales and marketing $ 16,311  $ 14,698 
Adjustments:
Equity-based compensation expense and related payroll taxes 4,169  4,325 
Depreciation and amortization 135  153 
Sales and marketing, non-GAAP $ 12,007  $ 10,220 
As a percentage of revenue, non-GAAP 12  % 12  %
General and administrative $ 20,720  $ 23,306 
Adjustments:
Equity-based compensation expense and related payroll taxes 8,916  12,588 
Depreciation and amortization 112  44 
Amortization of prepaid management fees and reimbursable expenses 535  615 
Transaction expenses 802  1,293 
General and administrative, non-GAAP $ 10,355  $ 8,766 
As a percentage of revenue, non-GAAP 10  % 10  %
Loss from operations $ (166) $ (6,323)
Adjustments:



Equity-based compensation expense and related payroll taxes 28,481  24,507 
Depreciation and amortization 2,550  2,449 
Amortization of prepaid management fees and reimbursable expenses 535  615 
Transaction expenses 802  1,293 
Income from operations, non-GAAP $ 32,202  $ 22,541 
As a percentage of revenue, non-GAAP 31  % 27  %
Net income (loss) $ 2,236  $ (5,417)
Adjustments:
Equity-based compensation expense and related payroll taxes 28,481  24,507 
Depreciation and amortization 2,550  2,449 
Tax receivable agreement expense 286  105 
Amortization of prepaid management fees and reimbursable expenses 535  615 
Transaction expenses 802  1,293 
Tax impacts of adjustments to net income (loss)(1)
(8,698) (5,954)
Net income, non-GAAP $ 26,192  $ 17,598 
As a percentage of revenue, non-GAAP 25  % 21  %
Net income per share - basic, non-GAAP $ 0.12  $ 0.09 
Net income per share - diluted, non-GAAP $ 0.10  $ 0.07 
Weighted-average common shares outstanding - basic 213,259,463 192,993,574
Weighted-average common shares outstanding - diluted 255,458,196 252,378,797
(1)The non-GAAP effective tax rate was 25% for the three months ended March 31, 2024 and 2023, respectively, and has been used to adjust the provision for income taxes for non-GAAP net income and non-GAAP basic and diluted net income per share.