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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________
FORM 10-Q
______________________________________
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to           
Commission File Number: 001-40838
______________________________________
1.jpg
Clearwater Analytics Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
______________________________________
Delaware87-1043711
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
777 W. Main Street
Suite 900
Boise, ID
83702
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (208) 433-1200
______________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange on which registered
Class A common stock, par value $0.001 per shareCWANNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       Yes x      No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes x      No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo
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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of July 26, 2024, the number of outstanding shares of the registrant’s common stock was:
160,483,489 shares of Class A common stock.
111,191 shares of Class B common stock.
27,424,288 shares of Class C common stock.
58,304,726 shares of Class D common stock.


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Financial Information
Other Information
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GLOSSARY
As used in this Quarterly Report on Form 10-Q, the terms identified below have the meanings specified below unless otherwise noted or the context indicates otherwise:
“Company,” “we,” “us,” “our,” “Clearwater” and similar references refer, (1) following the consummation of the Transactions, to Clearwater Analytics Holdings, Inc., and, unless otherwise stated, all of its direct and indirect subsidiaries, including CWAN Holdings, and (2) prior to the completion of the Transactions, to CWAN Holdings and, unless otherwise stated, all of its direct and indirect subsidiaries.
“AAA” refers to Wilshire AxiomSM, Wilshire AtlasSM, Wilshire Abacus, and Wilshire iQComposite.
“Acquisition” refers to the acquisition of Wilshire AxiomSM, Wilshire AtlasSM, Wilshire Abacus, and Wilshire iQComposite and the associated workforce and customer contracts by Clearwater Analytics, LLC.
“Acquisition Date” refers to April 22, 2024.
“Annual Report” refers to our Annual Report on Form 10-K, dated December 31, 2023 (File No. 001-40838), as filed with the SEC on February 29, 2024.
“Blocker Entities” refers to entities that, prior to the consummation of the Transactions, were affiliated with certain of the Continuing Equity Owners, each of which was a direct or indirect owner of LLC Interests in CWAN Holdings prior to the Transactions and is taxable as a corporation for U.S. federal income tax purposes.
“Blocker Shareholders” refers to entities affiliated with certain of the Continuing Equity Owners, each of which was an owner of one or more of the Blocker Entities prior to the Transactions, which exchanged their interests in the Blocker Entities for shares of our Class A common stock, in the case of Other Continuing Equity Owners, and for shares of our Class D common stock, in the case of the Principal Equity Owners, in connection with the consummation of the Transactions.
“Borrower” refers to Clearwater Analytics, LLC as borrower under the Credit Agreement.
“Continuing Equity Owners” refers collectively to direct or indirect holders of LLC Interests and/or our Class B common stock, Class C common stock and/or Class D common stock immediately following consummation of the Transactions, including the Principal Equity Owners and certain of our directors and officers and their respective Permitted Transferees who may exchange at each of the irrespective options, in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class B common stock or Class C common stock, as the case may be (and such shares shall be immediately cancelled)) for newly issued shares of our Class A common stock or our Class D common stock, as the case may be, and additionally holders of shares of our Class D common stock may convert such shares at any time for newly issued shares of our Class A common stock, on a one-for-one basis (in which case their shares of our Class D common stock will be cancelled on a one-for-one basis upon any such issuance).
“CWAN Holdings” refers to CWAN Holdings, LLC.
“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.
“IPO” refers to our initial public offering, which closed in September 2021.
“JUMP” refers to JUMP Technology SAS and its consolidated subsidiary JUMP Consulting Luxembourg S.a.r.l.
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
“LLC Agreement” refers to CWAN Holdings, LLC’s Third Amended and Restated Limited Liability Company Agreement.
“LLC Interests” refers to the common units of CWAN Holdings, LLC, including those that we purchased with a portion of the net proceeds from the IPO.
“New Credit Agreement” refers to a new credit agreement which Clearwater Analytics, LLC entered into with JPMorgan Chase Bank, N.A. in connection with the closing of the IPO.
“NPS” refers to our net promoter score, which can range from a low of negative 100 to a high of positive 100, that we use to gauge customer satisfaction. NPS benchmarks can vary significantly by industry, but a score greater than zero represents a company having more promoters than detractors. Our methodology of
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calculating NPS reflects responses from customers who purchase investment accounting and reporting, performance measurement, compliance monitoring and risk analytic solutions from us and choose to respond to the survey question. In particular, it reflects responses given in the fourth quarter of 2023 and reflects a sample size of 148 responses over that period. NPS gives no weight to customers who decline to answer the survey question.
“NYSE” refers to the New York Stock Exchange.
“Other Continuing Equity Owners” refers to Continuing Equity Owners who are not also Principal Equity Owners.
“Permira” refers to Permira Advisers LLC, one of our largest owners through holdings by its affiliates.
“Permitted Transferee” refers to, subject to the provisions of the LLC Agreement, (a) with respect to any Principal Equity Owner, any of such Principal Equity Owner’s affiliates and (b) with respect to any Other Continuing Equity Owner, any such Other Continuing Equity Owner’s affiliates or, in the case of individuals, members of their immediate family.
“Principal Equity Owners” refers to Welsh Carson, Warburg Pincus, Permira and their respective affiliates and Permitted Transferees.
“QTD” for any given year means the three months ended June 30 of that year.
“SaaS” refers to Software-as-a-Service.
“SEC” refers to the Securities and Exchange Commission.
“Securities Act” refers to the Securities Act of 1933, as amended.
“Secondary Offerings” refers to the sale by certain affiliates of Welsh Carson, Warburg Pincus and Permira, as applicable, of an aggregate of 14,950,000, 10,000,000, 20,000,000, 17,000,000, 16,250,000 and 12,000,000 shares of Class A common stock in underwritten secondary public offerings entered into on March 8, 2023, June 15, 2023, November 6, 2023, November 30, 2023, March 6, 2024 and June 10, 2024, respectively.
“Tax Receivable Agreement” or “TRA” refers to the Tax Receivable Agreement, dated as of September 28, 2021, by and among Clearwater Analytics Holdings, Inc., CWAN Holdings and the other parties thereto.
“TRA Bonus Agreement” refers to the Tax Receivable Agreement Bonus Letters, each dated as of September 28, 2021, by and among Clearwater Analytics Holdings, Inc. and certain of our executive officers.
“Transactions” refers to the organizational transactions described under “Transactions” in Note 1 - Organization and Description of Business in our Annual Report.
“Up-C” refers to the Company’s umbrella partnership-C-corporation organizational structure. See Note 1 “Organization and Description of Business” to our unaudited condensed consolidated financial statements of this Quarterly Report on Form 10-Q.
“Warburg Pincus” refers to Warburg Pincus LLC, one of our largest owners through holdings by its affiliates.
“Welsh Carson” refers to Welsh, Carson, Anderson & Stowe, one of our largest owners through holdings by its affiliates.
“Wilshire” refers to Wilshire Advisors LLC.
“Wilshire Technology” refers collectively, to Wilshire AxiomSM, Wilshire AtlasSM, Wilshire Abacus and Wilshire iQComposite.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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 our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry 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,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Important factors that could cause actual results, performance or achievements to differ materially from our expectations include, but are not limited to, the following:
we operate in a highly competitive industry, with many companies competing for business from insurance companies, asset managers, corporations and government entities on the basis of a number of factors, including the quality and breadth of solutions and services provided, ability to innovate, reputation and the prices of services, and this competition could hurt our financial performance and cash flows;
we are dependent on fees based on the value of the assets on our platform for the vast majority of our revenues, and to the extent market volatility, a downturn in economic conditions or other factors cause negative trends or fluctuations in the value of the assets on our platform, our fee-based revenue and earnings may decline;
because some of our sales efforts are targeted at large financial institutions, corporations and government entities, we face prolonged sales cycles, substantial upfront sales costs and less predictability in completing some of our sales. If our sales cycle lengthens, or if our upfront sales investments do not result in sufficient revenue, our results of operations may be harmed;
we have experienced considerable revenue growth over the past several years, which may be difficult to sustain, and we depend on attracting and retaining top talent to continue growing and operating our business, and if we are unable to hire, integrate, develop, motivate and retain our personnel, we may not be able to maintain or manage our growth, which could have a material adverse effect on our business, financial condition, results of operations and cash flows;
if our investment accounting and reporting solutions, regulatory reporting solutions or risk management or performance analytics solutions fail to perform properly due to undetected errors or similar problems, our business, financial condition, reputation or results of operations could be materially adversely affected;
our business relies heavily on computer equipment, cloud-based services, electronic delivery systems, networks and telecommunications systems and infrastructure, the Internet and the information technology systems of third parties. Any failures or disruptions in any of the foregoing could result in reduced revenues, increased costs and the loss of clients and could harm our business, financial condition, reputation and results of operations;
our failure to successfully integrate acquisitions, including the Wilshire Technology acquisition, could strain our resources. In addition, there are significant risks associated with growth through acquisitions, which may materially adversely affect our business, financial condition or results of operations;
if we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed;
if our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest, and our competitive position may be harmed;
we may need to defend ourselves against third-party claims that we are infringing, misappropriating or otherwise violating others’ intellectual property rights, which could divert management’s attention, cause us to incur significant costs, and prevent us from selling or using the technology to which such rights relate;
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the Principal Equity Owners continue to have significant influence over us, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote;
we are classified as a “controlled company,” and as a result, we qualify for, and rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements. In addition, the Principal Equity Owners’ interests may conflict with our interests and the interests of other stockholders;
provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management;
if we fail to remediate an identified material weakness or implement and maintain effective internal controls over financial reporting, we may be unable to accurately or timely report our financial condition or results of operations, which may adversely affect our business; and
other risks described in the section titled “Risk Factors” in our Annual Report and in periodic reports that we file with the SEC, and our reports to shareholders. These filings are available at www.sec.gov and on our website.

Given these risks and uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q and should not be relied upon as representing Clearwater's expectations or beliefs as of any date subsequent to the time they are made. Clearwater 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.
You should read this Quarterly Report on Form 10-Q in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023 included in our Annual Report.
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PART I—FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (unaudited).
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Clearwater Analytics Holdings, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share amounts and per share amounts, unaudited)
June 30December 31
20242023
Assets
Current assets:
Cash and cash equivalents$190,095 $221,765 
Short-term investments67,819 74,457 
Accounts receivable, net97,220 92,091 
Prepaid expenses and other current assets27,577 27,683 
Total current assets382,711 415,996 
Property and equipment, net15,158 15,349 
Operating lease right-of-use assets, net28,084 22,554 
Deferred contract costs, non-current5,845 6,439 
Intangible assets, net34,607 26,132 
Goodwill72,245 45,338 
Long-term investments39,718 21,495 
Other non-current assets6,779 5,440 
Total assets$585,147 $558,743 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable$2,962 $3,062 
Accrued expenses and other current liabilities49,844 49,535 
Notes payable, current portion2,750 2,750 
Operating lease liability, current portion7,696 6,551 
Tax receivable agreement liability16,749 18,894 
Total current liabilities80,001 80,792 
Notes payable, less current maturities and unamortized debt issuance costs45,183 45,828 
Operating lease liability, less current portion21,306 16,948 
Tax receivable agreement, less current portion6,500  
Other long-term liabilities3,486 5,518 
Total liabilities156,476 149,086 
Stockholders' Equity
Class A common stock, par value $0.001 per share; 1,500,000,000 shares authorized, 160,421,799 shares issued and outstanding as of June 30, 2024, 127,604,185 shares issued and outstanding as of December 31, 2023
160 128 
Class B common stock, par value $0.001 per share; 500,000,000 shares authorized, 111,191 shares issued and outstanding as of June 30, 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, 27,424,288 shares issued and outstanding as of June 30, 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, 58,304,726 shares issued and outstanding as of June 30, 2024, 82,955,977 shares issued and outstanding as of December 31, 2023
58 83 
Additional paid-in-capital549,580 532,507 
Accumulated other comprehensive income832 2,909 
Accumulated deficit(170,050)(181,331)
Total stockholders' equity attributable to Clearwater Analytics Holdings, Inc.380,607 354,329 
Non-controlling interests48,064 55,328 
Total stockholders' equity428,671 409,657 
Total liabilities and stockholders' equity$585,147 $558,743 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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Clearwater Analytics Holdings, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except share amounts and per share amounts, unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Revenue$106,791 $89,879 $209,510 $174,485 
Cost of revenue(1)
29,890 26,954 58,069 51,779 
Gross profit76,901 62,925 151,441 122,706 
Operating expenses:
Research and development(1)
35,360 29,848 73,036 57,948 
Sales and marketing(1)
15,169 14,331 31,480 29,029 
General and administrative(1)
22,528 25,871 43,248 49,177 
Total operating expenses73,057 70,050 147,764 136,154 
Income (loss) from operations3,844 (7,125)3,677 (13,448)
Interest income, net(1,841)(1,333)(3,901)(2,689)
Tax receivable agreement expense5,915 6,573 6,201 6,678 
Other income, net(585)(315)(1,115)(234)
Income (loss) before income taxes355 (12,050)2,492 (17,203)
Provision for (benefit from) income taxes79 (174)(19)90 
Net income (loss)276 (11,876)2,511 (17,293)
Less: Net income (loss) attributable to non-controlling interests706 (955)1,044 (1,988)
Net income (loss) attributable to Clearwater Analytics Holdings, Inc.$(430)$(10,921)$1,467 $(15,305)
Net income (loss) per share attributable to Class A and Class D common stockholders stock:
Basic$(0.00)$(0.06)$0.01 $(0.08)
Diluted$(0.00)$(0.06)$0.01 $(0.08)
Weighted average shares of Class A and Class D common stock outstanding:
Basic218,349,567198,046,275215,804,515195,865,881
Diluted218,349,567198,046,275254,208,965195,865,881

(1)Amounts include equity-based compensation as follows:
Cost of revenue$3,273 $3,248 $6,419 $5,491 
Operating expenses:
Research and development9,182 5,971 18,093 10,626 
Sales and marketing2,692 3,246 6,513 7,211 
General and administrative9,711 16,105 18,058 28,442 
Total equity-based compensation expense$24,858 $28,570 $49,083 $51,770 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Condensed Consolidated Statements of Comprehensive Income (Loss)
(In thousands, unaudited)
Three Months Ended June 30,Six Months Ended
June 30,
2024202320242023
Net income (loss)$276 $(11,876)$2,511 $(17,293)
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustment(483)(13)(2,247)1,361 
Unrealized loss on available-for-sale investments(60)(320)(126)(279)
Comprehensive income (loss)$(267)$(12,209)$138 $(16,211)
Less: Comprehensive income (loss) attributable to non-controlling interests(61)(1,015)(296)(1,767)
Comprehensive income (loss) attributable to Clearwater Analytics Holdings, Inc.$(206)$(11,194)$434 $(14,444)
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Condensed Consolidated Statements of Changes in Equity
(In thousands, except share amounts, unaudited)
Class A
Shares
Class A
Amount
Class B
Shares
Class B
Amount
Class C
Shares
Class C
Amount
Class D
Shares
Class D
Amount
Additional
Paid in
Capital
Accumulated
Other
Comprehensive Income
Accumulated
Deficit
Non-
controlling
Interest
Total
stockholders'
equity
Balance at December 31, 2023127,604,185$128 111,191$ 32,684,156$33 82,955,977$83 $532,507 $2,909 $(181,331)$55,328 $409,657 
Exercise of options to purchase common stock626,608— — — — 91 — — 13 104 
Restricted stock units released3,344,0583 — — — — — — — — 3 
Shares withheld for net share settlement and other(1,635,604)(1)— — — — — — (25,083)— — (3,691)(28,775)
Equity-based compensation— — — — 21,197 — — 3,119 24,316 
Foreign currency translation adjustment— — — — — (1,537)— (227)(1,764)
Unrealized gain on available-for-sale investments— — — — — — — — — (58)— (8)(66)
Net income— — — — — — 1,898 338 2,236 
Accrued tax distributions payable to Continuing Equity Owners— — — — — — — 505 505 
Effect of LLC unit exchanges16,250,00016 — — (5,259,868)(5)(10,990,132)(11)— — 9,830 (9,830) 
Balance at March 31, 2024146,189,247$146 111,191$ 27,424,288$27 71,965,845$72 $528,712 $1,314 $(169,603)$45,547 $406,215 
Exercise of options to purchase common stock836,9701 — — — 5 — —  6 
Restricted stock units released199,874— — — — — — — — — 
Shares withheld for net share settlement and other
(638,679)(1)— — — (3,824)— — (482)(4,307)
ESPP shares issued173,268— — — — 2,482 — — 313 2,795 
Equity-based compensation— — — — 22,205 — — 2,800 25,005 
Foreign currency translation adjustment— — — — — (429)— (54)(483)
Unrealized gain on available-for-sale investments— — — — — (53)— (7)(60)
Net income (loss)— — — — — — (430)706 276 
Accrued tax distributions payable to Continuing Equity Owners— — — — — — — (776)(776)
Effect of LLC unit exchanges13,661,11914 — — — — (13,661,119)(14)— — (17)17  
Balance at June 30, 2024160,421,799$160 111,191$ 27,424,288$27 58,304,726$58 $549,580 $832 $(170,050)$48,064 $428,671 
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Class A
Shares
Class A
Amount
Class B
Shares
Class B
Amount
Class C
Shares
Class C
Amount
Class D
Shares
Class D
Amount
Additional
Paid in
Capital
Accumulated
Other
Comprehensive Income
Accumulated
Deficit
Non-
controlling
Interest
Total
stockholders'
equity
Balance at December 31, 202261,148,890$61 1,439,251$1 47,377,587$47 130,083,755$130 $455,320 $609 $(186,647)$68,865 $338,386 
Exercise of options to purchase common stock790,8731 — — — 2,158 — — 534 2,693 
Restricted stock units released1,150,785— — — — — — — — — 
Shares withheld for net share settlement and other(661,451)— — — — (5,832)— — (1,443)(7,275)
Equity-based compensation— — — — 18,680 — — 4,621 23,301 
Foreign currency translation adjustment— — — — — 1,101 — 273 1,374 
Unrealized gain on available-for-sale investments— — — — 33 — 8 41 
Net loss— (4,384)(1,033)(5,417)
Accrued tax distributions payable to Continuing Equity Owners— — 362 362 
Effect of LLC unit exchanges14,975,00015 (25,000)(4,823,901)(5)(10,126,099)(10)— — 7,743 (7,743) 
Balance at March 31, 202377,404,097$77 1,414,251$1 42,553,686$43 119,957,656$120 $470,326 $1,742 $(183,288)$64,444 $353,465 
Exercise of options to purchase common stock334,226— — — — 398 — — 88 486 
Restricted stock units released114,392— — — — — — — — — 
Shares withheld for net share settlement and other(175,295)— — — — (961)— — (211)(1,172)
ESPP shares issued189,390— — — — 2,128 — — 467 2,595 
Equity-based compensation— — — — 23,552 — — 5,170 28,722 
Foreign currency translation adjustment— — — — — (11)— (2)(13)
Unrealized loss on available-for-sale investments— — — — — (262)— (58)(320)
Net loss— — — — — — (10,921)(955)(11,876)
Accrued tax distributions payable to Continuing Equity Owners— — — — — — — (1,161)(1,161)
Effect of LLC unit exchanges10,012,06610 (12,066)— (3,215,940)(3)(6,784,060)(7)— — 5,085 (5,085) 
Balance at June 30, 202387,878,876$88 1,402,185$1 39,337,746$39 113,173,596$113 $495,444 $1,469 $(189,124)$62,696 $370,726 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Clearwater Analytics Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands, unaudited)
Six Months Ended June 30,
20242023
OPERATING ACTIVITIES
Net income (loss)$2,511 $(17,293)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization5,491 4,860 
Noncash operating lease cost4,545 3,769 
Equity-based compensation49,083 51,770 
Amortization of deferred contract acquisition costs2,413 2,351 
Amortization of debt issuance costs, included in interest expense140 139 
Deferred tax benefit(1,992)(210)
Accretion of discount on investments(1,177)(396)
Realized (gain) loss on investments24 (89)
Changes in operating assets and liabilities:
Accounts receivable, net(4,718)(9,898)
Prepaid expenses and other assets(1,093)(540)
Deferred contract acquisition costs(1,771)(1,287)
Accounts payable335 100 
Accrued expenses and other liabilities(4,183)(11,204)
Tax receivable agreement liability4,355 7,000 
Net cash provided by operating activities53,963 29,072 
INVESTING ACTIVITIES
Purchases of property and equipment(2,947)(3,293)
Purchase of held to maturity investments(3,009) 
Purchases of available-for-sale investments(67,390)(91,684)
Proceeds from sale of available-for-sale investments 5,950 
Proceeds from maturities of investments59,842 3,242 
Acquisition of business, net of cash acquired(40,121) 
Payment of initial direct costs for operating leases(104) 
Net cash used in investing activities(53,729)(85,785)
FINANCING ACTIVITIES
Proceeds from exercise of options109 3,179 
Taxes paid related to net share settlement of equity awards(33,081)(8,447)
Repayments of borrowings(688)(1,374)
Payment of business acquisition holdback liability(780) 
Proceeds from employee stock purchase plan2,795 2,595 
Tax distributions(8) 
Net cash used in financing activities(31,653)(4,047)
Effect of exchange rate changes on cash and cash equivalents(251)252 
Change in cash and cash equivalents during the period(31,670)(60,508)
Cash and cash equivalents, beginning of period221,765 250,724 
Cash and cash equivalents, end of period$190,095 $190,216 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest$1,762 $2,220 
Cash paid for income taxes$590 $1,068 
NON-CASH INVESTING AND FINANCING ACTIVITIES
Purchase of property and equipment included in accounts payable and accrued expense$55 $1 
Tax distributions payable to Continuing Equity Owners included in accrued expenses$3,209 $3,994 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Clearwater Analytics Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1. Organization and Description of Business
Clearwater Analytics Holdings, Inc. (the “Company” or “Clearwater”) was incorporated as a Delaware corporation on May 18, 2021, as a holding company for the purpose of facilitating the IPO and other related transactions in order to carry on the business of the Company. Prior to the IPO, all business operations were conducted through Carbon Analytics Holdings, LLC, which changed its name to CWAN Holdings, LLC (“CWAN Holdings”) in connection with the IPO. Clearwater provides a SaaS solution for automated investment data aggregation, reconciliation, accounting and reporting services to insurers, investment managers, corporations, institutional investors and government entities. Following the IPO, Clearwater’s principal asset consists of ownership of common units in CWAN Holdings. As the sole managing member of CWAN Holdings, Clearwater operates and controls all the business operations of the Company. Our corporate structure following the IPO, as described above, is commonly referred to as an “Up-C” structure and is described in Note 1 - Organization and Description of Business in our Annual Report.
The Company headquarters is located in Boise, ID, and we operate in five offices throughout the U.S. and seven offices internationally.
Secondary Offerings
As required by the Registration Rights Agreement dated September 28, 2021, the Company participated in multiple underwritten offerings of shares held by our Principal Equity Owners during the year ended December 31, 2023 and in the three and six months ended June 30, 2024.
Pursuant to underwriting agreements executed on March 8 and June 15, 2023, certain affiliates of Welsh Carson (the “WCAS Selling Stockholders”) sold 14,950,000 and 10,000,000 shares, respectively, of Class A common stock in underwritten secondary public offerings. As part of these secondary offerings, the WCAS Selling Stockholders exchanged a total of 8,039,841 shares of Class C common stock, together with corresponding LLC Interests of CWAN Holdings, and 16,910,159 shares of Class D common stock for an equivalent number of shares of Class A common stock that were purchased by the underwriters. The Company did not sell any securities in these secondary offerings and did not receive any proceeds from the sale of the shares sold by the WCAS Selling Stockholders. For the year ended December 31, 2023, the Company incurred $1.6 million in expenses associated with these secondary offerings which were recorded as general and administrative expenses.
Pursuant to underwriting agreements executed on November 6 and November 30, 2023, certain affiliates of Welsh Carson, Warburg Pincus and Permira (the “Selling Stockholders”) sold 20,000,000 and 17,000,000 shares, respectively, of Class A common stock in underwritten secondary public offerings. As part of these secondary offerings, the Selling Stockholders exchanged a total of 6,653,590 shares of Class C common stock, together with corresponding LLC Interests of CWAN Holdings, and 30,212,119 shares of Class D common stock for an equivalent number of shares of Class A common stock that were purchased by the underwriter. The Company did not sell any securities in these secondary offerings and did not receive any proceeds from the sale of the shares sold by the Selling Stockholders. The Company incurred $0.5 million in expenses associated with these secondary offerings in the year ended December 31, 2023 which were recorded as general and administrative expenses.
Pursuant to an underwriting agreement executed on March 6, 2024, WCAS Selling Stockholders sold 16,250,000 shares of Class A common stock in an underwritten secondary public offering. As part of the secondary public offering the WCAS Selling Stockholders exchanged a total of 5,259,868 shares of Class C common stock and 10,990,132 shares of Class D common stock, and corresponding units in CWAN Holdings, for an equivalent number of shares of Class A common stock that were purchased by the underwriter. The Company did not sell any securities in the secondary offering and did not receive any proceeds from the sale of the shares sold by the WCAS Selling Stockholders. The Company incurred $0.2 million in expenses associated with the secondary offering in the three months ended March 31, 2024, which were recorded as general and administrative expenses.
Pursuant to an underwriting agreement executed on June 10, 2024, certain affiliates of Warburg Pincus and Permira (the “Warburg Pincus and Permira Selling Stockholders”) sold 12,000,000 shares of Class A common stock in an underwritten secondary offering. As part of this secondary offering, the Warburg Pincus and Permira Selling Stockholders exchanged a total of 11,917,765 shares of Class D common stock for an equivalent number of shares of Class A common stock that were purchased by the underwriter. The Company did not sell any securities in this secondary offering and did not receive any proceeds from the sale of the shares sold by the Warburg Pincus and Permira Selling Stockholders. The
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Company incurred $0.2 million in expenses associated with this secondary offering in the three and six months ended June 30, 2024, which were recorded as general and administrative expenses.
As of June 30, 2024, the Company owns 88.8% of the interests in CWAN Holdings. Continuing Equity Owners which hold Class B and Class C common stock own the remaining 11.2% of the interests in CWAN Holdings. The attributes of the Company's classes of common stock are summarized in the following table:
Class of Common StockVotes per ShareEconomic Rights
Class A common stock1Yes
Class B common stock1No
Class C common stock10No
Class D common stock10Yes
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the SEC and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods presented. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year.
Principles of consolidation
The condensed consolidated financial statements include the accounts of the Company and its directly and indirectly wholly-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated through consolidation. Clearwater Analytics Holdings, Inc. consolidated the financial results of CWAN Holdings as a Variable Interest Entity (“VIE”). Clearwater Analytics Holdings, Inc. owns the majority economic interest and has the power to control all the business and affairs of CWAN Holdings.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Actual results could differ materially from those estimates.
Items subject to estimates and assumptions include the useful lives and recoverability of long-lived assets, the average period of benefit associated with deferred contract costs, sales reserves, the incremental borrowing rate applied in lease accounting, accruals for sales tax liabilities, the fair value and probability of achieving performance conditions of equity awards, business combinations, tax valuation allowance and probability of making payments under the TRA, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying values of assets and liabilities, and measurement of revenues and expenses. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s condensed consolidated financial statements will be affected.
Significant Accounting Policies
The Company's significant accounting policies are discussed in Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the Annual Report. There have been no significant changes to these policies that have had a material impact on the Company's unaudited condensed consolidated financial statements and related notes during the three and six months ended June 30, 2024.
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Note 3. Revenue Recognition
For SaaS offerings, the Company is applying the optional exemption to not disclose transaction price allocated to the remaining performance obligations given the Company’s monthly recurring revenue contracts.
For Licenses, the Company's remaining performance obligations represent the transaction price allocated to maintenance and support performance obligations that have yet to be satisfied. The following table includes estimated revenue expected to be recognized in the future related to maintenance and support performance obligations that are partially satisfied (in thousands):

Remainder of 20242025202620272028Thereafter
Revenue expected to be recognized in the future as of June 30, 2024$888 $902 $536 $277 $160 $ 
Of the total revenue recognized for the three and six months ended June 30, 2024, $0.7 million and $1.9 million, respectively, was included in the deferred revenue balance as of December 31, 2023. Revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were not material. Contract asset balances classified as current are $2.6 million and $2.8 million as of June 30, 2024 and December 31, 2023, respectively. Contract asset balances classified as non-current are $0.6 million and $1.9 million as of June 30, 2024 and December 31, 2023, respectively.
The following table presents the Company’s revenue disaggregated by geography, based on billing address of the customer (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
United States$87,937 $74,203 $171,288 $144,262 
Rest of World18,854 15,676 38,222 30,223 
Total revenue$106,791 $89,879 $209,510 $174,485 
Note 4. Cash, Cash Equivalents and Investments
The following tables show the Company’s cash, cash equivalents and investments by significant investment category as of June 30, 2024 and December 31, 2023 in accordance with the fair value hierarchy (in thousands):
June 30, 2024
Adjusted CostUnrealized GainsUnrealized LossesFair ValueCash and Cash EquivalentsShort-Term InvestmentsLong-Term Investments
Cash$17,227 $ $ $17,227 $17,227 $ $ 
Level 1 (1):
Money market funds$169,327 $ $ $169,327 $169,327 $ $ 
Level 2 (2):
Treasury bills$996 $ $ $996 $ $996 $ 
U.S. government bonds$32,242 $2 $(44)$32,201 $3,541 $17,119 $11,541 
U.S. agency securities$9,360 $ $(16)$9,345 $ $5,474 $3,871 
Commercial paper$15,293 $ $(5)$15,288 $ $15,288 $ 
Corporate debt securities$50,260 $35 $(56)$50,239 $ $25,933 $24,306 
Certificates of deposit$3,009 $ $ $3,009 $ $3,009 $ 
Subtotal$111,160 $37 $(121)$111,078 $3,541 $67,819 $39,718 
Total$297,714 $37 $(121)$297,632 $190,095 $67,819 $39,718 
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December 31, 2023
Adjusted CostUnrealized GainsUnrealized LossesFair ValueCash and Cash EquivalentsShort-Term InvestmentsLong-Term Investments
Cash$24,247 $ $ $24,247 $24,247 $ $ 
Level 1 (1):
Money market funds$190,610 $ $ $190,610 $190,610 $ $ 
Level 2 (2):
Treasury bills$1,485 $ $(2)$1,483 $ $1,483 $ 
U.S. government bonds$9,553 $20 $(11)$9,562 $ $4,387 $5,175 
U.S. agency securities$23,843 $2 $(22)$23,823 $ $23,823 $ 
Commercial paper$16,983 $9 $(1)$16,991 $6,908 $10,083 $ 
Corporate debt securities$47,951 $91 $(45)$47,997 $ $31,677 $16,320 
Certificates of deposit$3,004 $ $ $3,004 $ $3,004 $ 
Subtotal$102,819 $122 $(80)$102,860 $6,908 $74,457 $21,495 
Total$317,676 $122 $(80)$317,717 $221,765 $74,457 $21,495 
(1) Level 1 fair value estimates are based on quoted prices in active markets for identical assets or liabilities.
(2) Level 2 fair value estimates are based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
During the six months ended June 30, 2024 and year ended December 31, 2023, there were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 of the fair value hierarchy.
Note 5. Business Combinations
On April 22, 2024, we completed our acquisition of Wilshire AxiomSM, Wilshire AtlasSM, Wilshire Abacus (“AAA”), and Wilshire iQComposite, which together (the “Wilshire Technology”) comprise the risk and performance analytics solutions businesses of Wilshire Advisors LLC, (“Wilshire”) a leading global financial services firm. Included in the transaction, we acquired the employee base and all customer contracts associated with the Wilshire Technology.Following the acquisition, the Wilshire Technology is co-branded as Clearwater Wilshire Analytics and enables clients to calculate performance and risk attribution, assist with security-level portfolio construction, access high-quality portfolio models, and identify investment opportunities that maximize returns and mitigate risk. The total purchase consideration for the acquisition of the Wilshire Technology was $40.1 million in cash, paid upon completion of the acquisition. In connection with the acquisition, the Company and Wilshire entered into a Transition Services Agreement pursuant to which Wilshire agreed to perform certain services for a period of time with respect to the Company’s use and operation of the Wilshire Technology, and a Master SaaS Agreement for Wilshire to license back the underlying technology for use in their retained business. We expensed acquisition-related costs in the amount of $1.3 million in general and administrative expenses in the three months ended June 30, 2024.
We have accounted for this transaction as a business combination and allocated the fair value of the consideration to the assets acquired as well as liabilities assumed, based on their estimated fair values. The excess of the purchase price over
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the fair values of these identifiable assets and liabilities was recorded as goodwill. The preliminary allocated fair value is summarized as follows (in thousands):
Fair Value
Accounts receivable$412 
Prepaid expenses325 
Intangible assets11,700 
Goodwill28,237 
Deferred revenue(552)
Cash paid for acquisition of business$40,121 
Goodwill generated from this business combination is primarily attributable to the assembled workforce, expected post-acquisition synergies from integrating the Wilshire Technology into our platform and the expansion of product offerings to our existing global customer base. The goodwill is deductible for income tax purposes.
The following table presents details of the preliminary fair values of identified intangible assets acquired (in thousands, except years):
Fair ValueEstimated Useful Life
Developed technology - AAA$9,100 5 years
Developed technology - iQComposite900 6 years
Customer relationships1,350 11 years
Trademarks350 3 years
Total$11,700 
The identified intangible assets are measured at fair value as Level III in accordance with the fair value hierarchy.

Note 6. Goodwill and Intangible Assets
Goodwill
The following table presents details of our goodwill during the six months ended June 30, 2024 (in thousands):
Amount
Balance as of December 31, 2023$45,338 
Goodwill acquired28,237 
Foreign currency translation adjustments(1,330)
Balance as of June 30, 2024$72,245 
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Purchased Intangible Assets
The following table presents details of our purchased intangible assets as of June 30, 2024 and December 31, 2023 (in thousands):
June 30, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted Average Remaining Useful Life (In Years)
Intangible assets with finite lives:
Developed technology$35,071 $(6,043)$29,028 5.4
Customer relationships5,743 (558)5,185 11.2
Trade name / Trademarks671 (277)394 2.5
Total intangible assets$41,485 $(6,878)$34,607 
December 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted Average Remaining Useful Life (In Years)
Intangible assets with finite lives:
Developed technology$25,829 $(3,997)$21,832 5.9
Customer relationships4,526 (377)4,149 11.9
Trade name / Trademarks331 (179)152 0.9
Total intangible assets$30,686 $(4,553)$26,132 
We recognized amortization expense of $1.4 million and $1.1 million for the three months ended June 30, 2024 and 2023, respectively, and of $2.5 million and $2.1 million for the six months ended June 30, 2024 and 2023, respectively.
Note 7. Supplemental Consolidated Balance Sheet Information
Accounts Receivable, net
Accounts receivable, net consisted of the following (in thousands):
June 30,December 31,
20242023
Billed accounts receivable$48,705 $46,595 
Unbilled accounts receivable48,828 45,805 
Allowance for credit losses(313)(309)
Accounts receivable, net$97,220 $92,091 
The majority of invoices included within the unbilled accounts receivable balance are issued within the first few days of the month directly following the period of service.
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Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
June 30,December 31,
20242023
Prepaid expenses$14,538 $13,234 
Deferred contract costs, current portion4,596 4,644 
Contract assets2,561 2,772 
Other receivable5,043 6,074 
Other current assets840 959 
Prepaid expenses and other current assets$27,577 $27,683 
Property and equipment, net
Depreciation and amortization expense for the three months ended June 30, 2024 and 2023 was $1.5 million and $1.3 million, respectively, and for the six months ended June 30, 2024 and 2023 was $3.0 million and $2.7 million, respectively. Accumulated depreciation and amortization as of June 30, 2024 and December 31, 2023 was $21.2 million and $18.3 million, respectively.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
June 30,December 31,
20242023
Accrued benefits and retirement$7,102 $10,329 
Accrued vendor liabilities7,257 6,883 
Acquisition holdback liability3,904 4,679 
Accrued bonus6,762 11,808 
Deferred revenue10,795 2,766 
Tax distributions payable to Continuing Equity Owners3,209 2,945 
Accrued commissions1,930 3,415 
Income tax payable1,010 456 
Other current liabilities7,875 6,254 
Accrued expenses and other liabilities$49,844 $49,535 
Other Long-term Liabilities
Other long-term liabilities consisted of the following (in thousands):
June 30,December 31,
20242023
Deferred tax liabilities$3,325 $5,356 
Asset retirement obligation161 161 
Other long-term liabilities$3,486 $5,518 
Note 8. Leases
The Company leases facilities under non-cancelable operating lease agreements with varying terms that range from one to 10 years. In addition, some of these leases have renewal options for up to five years. The Company determines if an arrangement contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities on the Company's condensed consolidated balance sheets. The Company does not have any finance leases.
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Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes initial direct costs incurred and excludes lease incentives. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not account for lease components (e.g., fixed payments including rent) separately from the non-lease components (e.g., common-area maintenance costs).
Operating lease costs were $2.3 million and $4.5 million for the three and six months ended June 30, 2024, respectively. Variable lease cost and short-term lease costs were immaterial during the three and six months ended June 30, 2024. Future minimum lease payments at June 30, 2024 under the Company’s non-cancelable leases were as follows (in thousands):
2024 (remaining six months)$4,449 
20259,658 
20269,106 
20274,647 
20281,698 
Thereafter3,125 
Total future minimum lease payments32,683 
Less: Imputed interest(3,681)
Present value of future minimum lease payments29,002 
Less: Current portion of operating lease liability(7,696)
Operating lease liabilities - noncurrent$21,306 
The following table presents supplemental information for the Company's non-cancelable operating leases for the six months ended June 30, 2024 and 2023 (in thousands, except for weighted average and percentage data):
Six Months Ended June 30,
20242023
Weighted average remaining lease term3.843.81
Weighted average discount rate5.69 %4.69 %
Cash paid for amounts included in the measurement of lease liabilities$4,459 $1,973 
Leased assets obtained in exchange for new lease liabilities$9,159 $3,637 

Note 9. Non-controlling Interest
The Company is the sole managing member of CWAN Holdings, and has the sole voting interest in, and control of the management of CWAN Holdings. As a result, the Company consolidates the financial results of CWAN Holdings. The non-controlling interest on our condensed consolidated balance sheet relates to the interests of CWAN Holdings held by the Continuing Equity Owners.