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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): February 19, 2025
_____________________________________________________
Clearwater Analytics Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
_____________________________________________________
Delaware001-4083887-1043711
(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 shareCWANNew 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



Item 2.02 Results of Operations and Financial Condition.
On February 19, 2025, the Company issued a press release announcing its results for the fourth quarter and full year ended December 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.
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 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.
The Company 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 NumberDescription
99.1
104Cover 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:February 19, 2025By:/s/ Jim Cox
Jim Cox, Chief Financial Officer


Exhibit 99.1
picture1.jpg
Clearwater Analytics Announces Fourth Quarter and Full Year 2024 Financial Results

Record Quarterly Revenue of $126.5 Million, Up 28% Year-Over-Year
Annualized Recurring Revenue of $474.9 Million, Up 25% Year-Over-Year
Net Revenue Retention Rate of 116%
Net Income of $420.3 Million
Adjusted EBITDA of $41.7 Million, Up 39% Year-Over-Year



BOISE, Idaho — February 19, 2025 — 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 December 31, 2024.
Fourth Quarter 2024Full Year 2024
Revenue$126.5 million$451.8 million
Year-over-Year Revenue Growth %27.7%22.7%
Annualized Recurring Revenue (ARR)1
$474.9 million
Year-over-Year ARR Growth %25.3%
Net Income$420.3 million$427.6 million
Net Income Margin %332.3%94.6%
Adjusted EBITDA$41.7 million$145.7 million
Adjusted EBITDA Margin %33.0%32.2%
1ARR is a point in time metric, therefore fourth quarter 2024 and full year 2024 results are the same.

“Q4 2024 has been nothing short of extraordinary for Clearwater Analytics, as we achieved record revenue of $126.5 million and a record net revenue retention rate of 116%. Non-GAAP gross margin grew 170 bps for the year and adjusted EBITDA grew 350 bps for the year. All these metrics are entirely consistent with our plans and the expectations we set during our Investor Day – our execution has allowed us to meet and exceed those goals meaningfully earlier than forecast. These results reflect the effectiveness of our strategies and the relentless dedication of our team, who consistently exceed our clients’ evolving expectations. We continue to invest aggressively in R&D, including Generative AI, to stay ahead of the market and deliver impactful solutions that our clients value. We continue to see significant growth opportunities in both new logo and back-to-base sales in North America and the international markets, particularly in Europe and Asia, where our expertise and technology position us for expansion. We’re confident that our scalable platform will adeptly meet the rising demand from asset owners and managers in these regions,” said Sandeep Sahai, CEO at Clearwater Analytics. “Our announced acquisition of Enfusion is a game changer. This pivotal milestone will broaden our horizons for growth and allow us to extend additional products to our current clients, while enabling us to offer a comprehensive front-to-back platform that will cover the entire investment lifecycle. We’re scaling with a clear vision, excited about our journey, and committed to delivering exceptional value to our clients, employees, and shareholders.”

Fourth Quarter 2024 Financial Results Summary

Revenue: Total revenue for the fourth quarter of 2024 was $126.5 million, an increase of 27.7%, from $99.0 million in the fourth quarter of 2023.

Gross Profit: Gross profit for the fourth quarter of 2024 increased to $92.9 million, which equates to a 73.5% GAAP gross margin, compared with gross profit of $70.7 million and GAAP gross margin of 71.4% in the fourth



quarter of 2023. Non-GAAP gross profit for the fourth quarter of 2024 was $99.7 million, which equates to a 78.8% non-GAAP gross margin and an increase of 190 basis points over the fourth quarter of 2023.

Net Income/(Loss): Net income for the fourth quarter of 2024 was $420.3 million, compared with net loss of $3.4 million in the fourth quarter of 2023. Due to the release of our Deferred Tax Asset Valuation Allowance in the fourth quarter of 2024, we recorded deferred tax assets on our balance sheet, which resulted in a one-time income tax benefit in our income statement of $472 million.

Adjusted EBITDA: Adjusted EBITDA for the fourth quarter of 2024 was $41.7 million, an increase of 39.0%, from $30.0 million in the fourth quarter of 2023. Adjusted EBITDA margin for the fourth quarter of 2024 was 33.0%, an increase of 270 basis points over the fourth quarter of 2023.

Cash Flows: Operating cash flows for the fourth quarter of 2024 were negative $28.9 million. Cash flows in the fourth quarter of 2024 were impacted by the one-time settlement payments relating to the termination of the Company's Tax Receivable Agreement and associated fees of $79 million in the fourth quarter of 2024.
Earnings Per Share and Non-GAAP Net Income Per Share attributable to Clearwater Analytics Holdings, Inc.: Earnings per basic share was $1.85, and earnings per diluted share was $1.63 in the fourth quarter of 2024. Non-GAAP net income per basic share was $0.15, and non-GAAP net income per diluted share was $0.13 in the fourth quarter of 2024.

Cash, cash equivalents, and investments were $285.8 million as of December 31, 2024. Total debt, net of debt issuance cost, was $45.9 million as of December 31, 2024.


Fourth Quarter 2024 Key Metrics Summary

Annualized Recurring Revenue: As of December 31, 2024, annualized recurring revenue (“ARR”) reached $474.9 million, an increase of 25.3% from $379.1 million as of December 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 December 31, 2024, the gross revenue retention rate was 98%, compared to 98% as of December 31, 2023.

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 December 31, 2024, the net revenue retention rate was 116%, compared to 114% as of September 30, 2024 and 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.

Clients: As of December 31, 2024, the Company had 1,462 clients, including 100 clients that contributed at least $1.0 million in ARR, an increase of 16.3% from 86 clients that contributed at least $1.0 million in ARR as of December 31, 2023.

Assets Under Management (AUM): As of December 31, 2024, the platform processes and reports on $8.8 trillion assets daily, compared to $7.3 trillion assets daily as of December 31, 2023.
Recent Business Highlights

On January 13, 2025, Clearwater Analytics announced its intent to acquire Enfusion, Inc. a leader in software-as-a-service (SaaS) solutions for the investment management and hedge fund industry, for $1.5 billion,



expanding its investment management platform with front-to-back capabilities. The acquisition of Enfusion accelerates Clearwater’s vision of building the first cloud-native front-to-back platform for the entire investment management industry.

In the fourth quarter, the Company expanded its footprint within existing clients and added marquee clients such as Imperial Fund Capital Partners, Invictus Capital Management, National Association of Realtors, Nucor Corporation, OpenAI, School Employees Retirement System of Ohio, State of Louisiana, United Nations Federal Credit Union, Vaxcyte, and WCF Insurance.

The Company announced that Industrial Alliance Portfolio Management (“IAPM”) selected Clearwater Analytics to enhance its performance attribution and risk analysis capabilities. IAPM is using the Clearwater Analytics Risk & Performance Solution to perform in-depth factor-based attribution and ex-ante risk analyses.

The Company announced that The Alameda County Employees’ Retirement Association (“ACERA”) selected Clearwater Analytics to provide data validation, shadow book of record accounting, and total plan reporting across its entire investment portfolio, including its alternative assets. ACERA will leverage the Clearwater platform with embedded Generative AI capabilities to automatically aggregate and validate data across multiple sources and formats and identify and escalate data anomalies or failures.


First Quarter and Full Year 2025 Guidance
First Quarter 2025Full Year 2025
Revenue$125 million$535.5 million to $542 million
Year-over-Year Growth %~22%~19% to 20%
Adjusted EBITDA$41.5 million$182 million to $185 million
Adjusted EBITDA Margin %~33%~34%
Total equity-based compensation expense and related payroll taxes~$106 million
Depreciation and Amortization~$13 million
Non-GAAP effective tax rate25%
Diluted non-GAAP share count~263 million
*This guidance assumes no effect from the proposed Enfusion acquisition.

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 February 19, 2025, at 5:00 p.m. Eastern time to discuss fourth quarter and full year 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 $8.8 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 timing of the consummation of acquisition of Enfusion and the ability to satisfy closing conditions, 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 the Company’s 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 successfully close the acquisition of Enfusion, the Company’s ability to successfully integrate the operations and technology of Enfusion with those of the Company, retain and incentivize the employees of Enfusion following the close of the acquisition, retain Enfusion’s clients, repay debt to be



incurred in connection with the Enfusion acquisition and meet financial covenants to be imposed in connection with such debt, risks that cost savings, synergies and growth from the proposed Enfusion acquisition may not be fully realized or may take longer to realize than expected, 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 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 with the SEC on February 29, 2024, those discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 that will be filed following this earnings release, and in other periodic reports the Company subsequently files with the SEC. These filings are available at www.sec.gov and on the Company’s 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 the Company’s expectations or beliefs as of any date subsequent to the time they are made. The Company 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 the Company.

###



Clearwater Analytics Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except share amounts and per share amounts, unaudited)
December 31,December 31,
20242023
Assets
Current assets:
Cash and cash equivalents$177,350 $221,765 
Short-term investments78,139 74,457 
Accounts receivable, net106,151 92,091 
Prepaid expenses and other current assets23,006 27,683 
Total current assets384,646 415,996 
Property and equipment, net14,797 15,349 
Operating lease right-of-use assets, net24,797 22,554 
Deferred contract costs, non-current7,013 6,439 
Debt issuance costs - line of credit339 533 
Deferred tax assets, net602,500 1,344 
Other non-current assets3,340 3,563 
Intangible assets, net30,868 26,132 
Goodwill70,971 45,338 
Long-term investments30,301 21,495 
Total assets$1,169,572 $558,743 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable$2,934 $3,062 
Accrued expenses and other current liabilities62,983 49,535 
Notes payable, current portion2,750 2,750 
Operating lease liability, current portion8,350 6,551 
Tax receivable agreement liability35 18,894 
Total current liabilities77,052 80,792 
Notes payable, less current maturities and unamortized debt issuance costs43,164 45,828 
Operating lease liability, less current portion17,655 16,948 
Other long-term liabilities1,470 5,518 
Total liabilities139,341 149,086 
Commitments and contingencies (Note 11)
Stockholders' Equity
Class A common stock, par value $0.001 per share; 1,500,000,000 shares authorized, 212,857,580 shares issued and outstanding as of December 31, 2024, 127,604,185 shares issued and outstanding as of December 31, 2023213 128 
Class B common stock, par value $0.001 per share; 500,000,000 shares authorized, no share issued and outstanding as of December 31, 2024, 111,191 shares issued and outstanding as of December 31, 2023— — 
Class C common stock, par value $0.001 per share; 500,000,000 shares authorized, 12,542,110 shares issued and outstanding as of December 31, 2024, 32,684,156 shares issued and outstanding as of December 31, 202313 33 
Class D common stock, par value $0.001 per share; 500,000,000 shares authorized, 22,243,668 shares issued and outstanding as of December 31, 2024, 82,955,977 shares issued and outstanding as of December 31, 202322 83 
Additional paid-in-capital725,174 532,507 
Accumulated other comprehensive (loss) income(1,113)2,909 
Retained earnings (accumulated deficit)283,946 (181,331)
Total stockholders' equity attributable to Clearwater Analytics Holdings, Inc.1,008,255 354,329 
Non-controlling interests21,976 55,328 
Total stockholders' equity1,030,231 409,657 
Total liabilities and stockholders' equity$1,169,572 $558,743 



Clearwater Analytics Holdings, Inc.
Consolidated Statements of Operations
(In thousands, except share amounts and per share amounts, unaudited)
Three Months Ended
December 31,
Year Ended December 31,
2024202320242023
Revenue$126,465 $99,019 $451,803 $368,168 
Cost of revenue(1)
33,561 28,335 122,987 107,127 
Gross profit92,904 70,684 328,816 261,041 
Operating expenses:
Research and development(1)
40,904 33,728 150,558 123,925 
Sales and marketing(1)
17,885 16,316 67,254 60,365 
General and administrative(1)
32,896 18,050 98,770 93,496 
Total operating expenses91,685 91,685 68,094 316,582 277,786 
Income (loss) from operations1,219 2,590 12,234 (16,745)
Interest income, net(2,430)(1,979)(8,621)(6,401)
Tax receivable agreement expense41,637 8,284 53,181 14,396 
Other income, net(1,150)(669)(2,263)(1,874)
Loss before income taxes(36,838)(3,046)(30,063)(22,866)
Provision for (benefit from) income taxes(457,143)401 (457,648)217 
Net income (loss)420,305 (3,447)427,585 (23,083)
Less: Net income (loss) attributable to non-controlling interests819 739 3,207 (1,456)
Net income (loss) attributable to Clearwater Analytics Holdings, Inc.$419,486 $(4,186)$424,378 $(21,627)
Net earnings (loss) per share attributable to Class A and Class D common stock:
Basic$1.85 $(0.02)$1.93 $(0.11)
Diluted$1.63 $(0.02)$1.68 $(0.11)
Weighted average shares of Class A and Class D common stock outstanding:
Basic226,571,994206,193,802219,316,625199,691,873
Diluted258,131,701206,193,802254,362,539199,691,873

(1)Amounts include equity-based compensation as follows:
Cost of revenue$3,755 $3,378 $13,634 $12,215 
Operating expenses:
Research and development9,326 7,346 36,093 24,739 
Sales and marketing4,885 4,622 15,304 15,843 
General and administrative10,176 6,975 38,170 51,650 
Total equity-based compensation expense$28,142 $22,321 $103,201 $104,447 



Clearwater Analytics Holdings, Inc.
Consolidated Statements of Cash Flows
(In thousands, unaudited)
Three Months Ended
December 31,
Year Ended December 31,
2024202320242023
OPERATING ACTIVITIES
Net income (loss)$420,305 $(3,447)$427,585 $(23,083)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization3,451 2,593 12,181 9,929 
Noncash operating lease cost2,341 1,952 9,221 7,619 
Equity-based compensation28,142 22,321 103,201 104,447 
Amortization of deferred contract acquisition costs1,692 1,200 5,265 4,763 
Amortization of debt issuance costs, included in interest expense71 71 280 280 
Accretion of discount on investments(452)(573)(2,185)(1,474)
Deferred tax benefit(456,956)(913)(460,032)(1,665)
Realized gain on investments— — (35)(89)
Loss on fixed assets disposal66 — 66 — 
Changes in operating assets and liabilities, excluding the impact of business acquisitions:
Accounts receivable, net(5,774)(434)(13,648)(19,298)
Prepaid expenses and other assets3,066 (3,068)5,627 1,151 
Deferred contract acquisition costs(2,826)(2,405)(6,242)(5,067)
Accounts payable(1,317)(224)269 (115)
Accrued expenses and other liabilities8,044 7,081 11,627 1,204 
Tax receivable agreement liability(28,793)(61)(18,859)6,000 
Net cash (used in) provided by operating activities(28,940)24,093 74,321 84,602 
INVESTING ACTIVITIES
Purchases of property and equipment(822)(1,562)(5,259)(5,624)
Purchase of held to maturity investments— — (3,009)(3,004)
Purchases of available-for-sale investments(20,662)(13,160)(114,572)(124,178)
Proceeds from sale of available-for-sale investments— — — 5,950 
Proceeds from maturities of investments20,550 15,280 107,417 31,801 
Acquisition of business, net of cash acquired— — (40,121)— 
Payment of initial direct costs for operating lease— — (104)— 
Net cash provided by (used in) investing activities(934)558 (55,648)(95,055)
FINANCING ACTIVITIES
Proceeds from exercise of options38 274 248 4,738 
Taxes paid related to net share settlement of equity awards(12,638)(5,895)(55,301)(20,784)
Proceeds from employee stock purchase plan1,898 1,994 4,693 4,588 
Repayments of borrowings(688)(688)(2,750)(2,749)
Payment of tax distributions(3,873)(2,149)(3,873)(2,184)
Payment of business acquisition holdback liability(3,905)(2,900)(4,685)(2,900)
Net cash used in financing activities(19,168)(9,364)(61,668)(19,291)
Effect of exchange rate changes on cash and cash equivalents(2,302)813 (1,420)785 
Change in cash and cash equivalents during the period(51,344)16,100 (44,415)(28,959)
Cash and cash equivalents, beginning of period228,694 205,665 221,765 250,724 
Cash and cash equivalents, end of period$177,350 $221,765 $177,350 $221,765 



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest$837 $924 $3,464 $3,454 
Cash paid for income taxes$800 $395 $1,979 $2,432 
NON-CASH INVESTING AND FINANCING ACTIVITIES
Purchase of property and equipment included in accounts payable and accrued expense$38 $435 $38 $435 
Tax distributions payable to Continuing Equity Owners included in accrued expenses$23 $2,945 $23 $2,945 



Clearwater Analytics Holdings, Inc.
Reconciliation of Net Loss to Adjusted EBITDA
(In thousands, unaudited)
Three Months Ended December 31,
20242023
(in thousands, except percentages)
Net income (loss)$420,305 332 %$(3,447)(3 %)
Adjustments:
Interest income, net(2,430)(2 %)(1,979)(2 %)
Depreciation and amortization3,451 %2,593 %
Equity-based compensation expense and related payroll taxes30,421 24 %23,660 24 %
Tax receivable agreement expense41,637 33 %8,284 %
Transaction expenses6,382 %441 %
Amortization of prepaid management fees and reimbursable expenses210 %698 %
Provision for (benefit from) income taxes(457,143)(361 %)401 %
Other income, net(1,150)(1 %)(669)(1 %)
Adjusted EBITDA41,683 33 %29,982 30 %
Revenue$126,465 100 %$99,019 100 %
Year Ended December 31,
20242023
(in thousands, except percentages)
Net income (loss)$427,585 95 %$(23,083)(6 %)
Adjustments:
Interest income, net(8,621)(2 %)(6,401)(2 %)
Depreciation and amortization12,181 %9,929 %
Equity-based compensation expense and related payroll taxes110,961 25 %108,078 29 %
Tax receivable agreement expense53,181 12 %14,396 %
Transaction expenses8,308 %2,052 %
Amortization of prepaid management fees and reimbursable expenses1,990 %2,592 %
Provision for (benefit from) income taxes(457,648)(101 %)217 %
Other income, net(2,263)(1 %)(1,874)(1 %)
Adjusted EBITDA145,674 32 %105,906 29 %
Revenue$451,803 100 %$368,168 100 %





Clearwater Analytics Holdings, Inc.
Reconciliation of Free Cash Flow
(In thousands, unaudited)
Three Months Ended December 31,Year Ended December 31,
2024202320242023
Net cash (used in) provided by operating activities$(28,940)$24,093 $74,321 $84,602 
Less: Purchases of property and equipment822 1,562 5,259 5,624 
Free Cash Flow$(29,762)$22,531 $69,062 $78,978 



Clearwater Analytics Holdings, Inc.
Reconciliation of Non-GAAP Information
(In thousands, except share amounts and per share amounts, unaudited)
Three Months Ended December 31,Year Ended December 31,
2024202320242023
Revenue$126,465 $99,019 $451,803 $368,168 
Gross profit$92,904 $70,684 $328,816 $261,041 
Adjustments:
Equity-based compensation expense and related payroll taxes3,963 3,411 14,546 12,734 
Depreciation and amortization2,840 2,102 10,137 7,999 
Gross profit, non-GAAP$99,707 $76,197 $353,499 $281,774 
As a percentage of revenue, non-GAAP79 %77 %78 %77 %
Cost of Revenue$33,561 $28,335 $122,987 $107,127 
Adjustments:
Equity-based compensation expense and related payroll taxes3,963 3,411 14,546 12,734 
Depreciation and amortization2,840 2,102 10,137 7,999 
Cost of revenue, non-GAAP$26,758 $22,822 $98,304 $86,394 
As a percentage of revenue, non-GAAP21 %23 %22 %23 %
Research and development$40,904 $33,728 $150,558 $123,925 
Adjustments:
Equity-based compensation expense and related payroll taxes11,091 7,394 41,356 25,627 
Depreciation and amortization156 258 736 1,044 
Research and development, non-GAAP$29,657 $26,076 $108,466 $97,254 
As a percentage of revenue, non-GAAP23 %26 %24 %26 %
Sales and marketing$17,885 $16,316 $67,254 $60,365 
Adjustments:
Equity-based compensation expense and related payroll taxes5,024 4,636 16,017 16,419 
Depreciation and amortization173 148 638 589 
Sales and marketing, non-GAAP$12,688 $11,532 $50,599 $43,357 
As a percentage of revenue, non-GAAP10 %12 %11 %12 %
General and administrative$32,896 $18,050 $98,770 $93,496 
Adjustments:
Equity-based compensation expense and related payroll taxes10,343 8,219 39,042 53,298 
Depreciation and amortization282 85 670 297 
Amortization of prepaid management fees and reimbursable expenses210 698 1,990 2,592 
Transaction expenses6,382 441 8,308 2,052 
General and administrative, non-GAAP$15,679 $8,607 $48,760 $35,258 



As a percentage of revenue, non-GAAP12 %%11 %10 %
Income (loss) from operations$1,219 $2,590 $12,234 $(16,745)
Adjustments:
Equity-based compensation expense and related payroll taxes30,421 23,660 110,961 108,078 
Depreciation and amortization3,451 2,593 12,181 9,929 
Amortization of prepaid management fees and reimbursable expenses210 698 1,990 2,592 
Transaction expenses6,382 441 8,308 2,052 
Income from operations, non-GAAP$41,683 $29,982 $145,674 $105,906 
As a percentage of revenue, non-GAAP33 %30 %32 %29 %
Net income (loss)$420,305 $(3,447)$427,585 $(23,083)
Adjustments:
Equity-based compensation expense and related payroll taxes30,421 23,660 110,961 108,078 
Depreciation and amortization3,451 2,593 12,181 9,929 
Tax receivable agreement expense41,637 8,284 53,181 14,396 
Amortization of prepaid management fees and reimbursable expenses210 698 1,990 2,592 
Transaction expenses6,382 441 8,308 2,052 
Tax impacts of adjustments to net income (loss)(1)
(468,459)(8,158)(496,779)(28,545)
Net income, non-GAAP$33,947 $24,071 $117,427 $85,419 
As a percentage of revenue, non-GAAP27 %24 %26 %23 %
Net income per share - basic, non-GAAP$0.15 $0.12 $0.54 $0.43 
Net income per share - diluted, non-GAAP$0.13 $0.10 $0.46 $0.33 
Weighted-average common shares outstanding - basic226,571,994206,193,802219,316,625199,691,873
Weighted-average common shares outstanding - diluted258,131,701252,215,606254,362,539255,750,590
(1)The non-GAAP effective tax rate was 25% for the three months and year ended December 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. The Company excludes income tax benefits from discrete activities, including the income tax benefit related to the release of the US federal state valuation allowance, because of their nonrecurring nature.


v3.25.0.1
Cover page
Feb. 19, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 19, 2025
Entity Registrant Name Clearwater Analytics Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40838
Entity Tax Identification Number 87-1043711
Entity Address, Address Line One 777 W. Main Street
Entity Address, Address Line Two Suite 900
Entity Address, City or Town Boise
Entity Address, State or Province ID
Entity Address, Postal Zip Code 83702
City Area Code 208
Local Phone Number 433-1200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, par value $0.001 per share
Trading Symbol CWAN
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001866368
Amendment Flag false

Clearwater Analytics (NYSE:CWAN)
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Clearwater Analytics (NYSE:CWAN)
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