Clearwater Analytics (CWAN) - 2025 Q2 - Quarterly Report

markdown [Glossary](index=4&type=section&id=Glossary) Provides definitions of key terms used throughout the financial report [Special Note Regarding Forward-Looking Statements](index=6&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) Cautions readers about inherent risks and uncertainties associated with forward-looking statements in the report [PART I. Financial Information](index=8&type=section&id=PART%20I.%20Financial%20Information) Presents the company's comprehensive financial statements and management's analysis of its performance and condition [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=8&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for Clearwater Analytics Holdings, Inc., including balance sheets, statements of operations, comprehensive income, changes in equity, and cash flows, along with detailed notes explaining the company's organization, accounting policies, revenue recognition, investments, business combinations, goodwill, intangible assets, supplemental balance sheet information, credit agreements, leases, non-controlling interests, earnings per share, equity-based compensation, segment information, income taxes, and tax receivable agreement liability [Condensed Consolidated Balance Sheets](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, including assets, liabilities, and equity, at specific points in time | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Total Assets | $3,021,223 | $1,169,572 | | Total Liabilities | $1,033,253 | $139,341 | | Total Stockholders' Equity | $1,987,970 | $1,030,231 | - Total assets increased significantly from **$1,169,572 thousand** at December 31, 2024, to **$3,021,223 thousand** at June 30, 2025, primarily driven by increases in intangible assets and goodwill due to recent acquisitions[19](index=19&type=chunk) [Condensed Consolidated Statements of Operations](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net income or loss over specific reporting periods | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------------------ | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenue | $181,937 | $106,791 | $308,801 | $209,510 | | Gross profit | $118,514 | $76,901 | $211,454 | $151,441 | | Income (loss) from operations | $(14,580) | $3,844 | $(7,498) | $3,677 | | Net income (loss) attributable to Clearwater Analytics Holdings, Inc. | $(23,225) | $(430) | $(16,552) | $1,467 | | Basic EPS | $(0.09) | $(0.00) | $(0.07) | $0.01 | | Diluted EPS | $(0.09) | $(0.00) | $(0.07) | $0.01 | - Revenue increased significantly by **70% for the three months ended June 30, 2025**, and **47% for the six months ended June 30, 2025**, compared to the prior year periods. However, the company reported a net loss for both periods in 2025, contrasting with net income in 2024, primarily due to increased operating expenses, interest expense, and depreciation/amortization[21](index=21&type=chunk) [Condensed Consolidated Statements of Comprehensive Income](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Reports net income and other comprehensive income items, reflecting all changes in equity from non-owner sources | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------------------ | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net income (loss) | $(24,151) | $276 | $(17,215) | $2,511 | | Foreign currency translation adjustment | $6,563 | $(483) | $9,965 | $(2,247) | | Comprehensive income (loss) attributable to Clearwater Analytics Holdings, Inc. | $(16,917) | $(206) | $(7,316) | $434 | - The company reported a comprehensive loss for both the three and six months ended June 30, 2025, primarily influenced by the net loss, despite positive foreign currency translation adjustments[23](index=23&type=chunk) [Condensed Consolidated Statements of Changes in Equity](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Outlines the changes in the company's equity accounts over specific reporting periods | Metric | Balance at Dec 31, 2024 (in thousands) | Balance at Jun 30, 2025 (in thousands) | | :------------------------------------------------ | :------------------------------------- | :------------------------------------- | | Total stockholders' equity attributable to Clearwater Analytics Holdings, Inc. | $1,008,255 | $1,967,579 | | Non-controlling interests | $21,976 | $20,391 | | Total stockholders' equity | $1,030,231 | $1,987,970 | - Total stockholders' equity significantly increased from **$1,030,231 thousand** at December 31, 2024, to **$1,987,970 thousand** at June 30, 2025, primarily due to the issuance of common stock and additional paid-in capital related to acquisitions[25](index=25&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=14&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes the cash inflows and outflows from operating, investing, and financing activities | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $71,581 | $53,963 | | Net cash used in investing activities | $(984,343) | $(53,729) | | Net cash provided by (used in) financing activities | $801,557 | $(31,653) | | Change in cash and cash equivalents | $(108,946) | $(31,670) | - Operating cash flow increased by **$17.6 million** YoY for the six months ended June 30, 2025. Investing activities saw a substantial increase in cash used, primarily due to business acquisitions. Financing activities provided significant cash in 2025, mainly from new borrowings, contrasting with cash used in 2024[30](index=30&type=chunk) [Note 1. Organization and Description of Business](index=16&type=section&id=Note%201.%20Organization%20and%20Description%20of%20Business) Describes the company's corporate structure, business model, and ownership interests - Clearwater Analytics Holdings, Inc. operates as a holding company with an 'Up-C' structure, providing a cloud-native platform for institutional investors. As of June 30, 2025, the Company owns **98.5%** of CWAN Holdings, with Continuing Equity Owners holding the remaining **1.5%**[33](index=33&type=chunk)[34](index=34&type=chunk) **Class of Common Stock** | Class of Common Stock | Votes per Share | Economic Rights | | :-------------------- | :-------------- | :-------------- | | Class A common stock | 1 | Yes | | Class B common stock | 1 | No | | Class C common stock | 10 | No | | Class D common stock | 10 | Yes | - During Q2 2025, significant conversions of Class C and Class D common stock into Class A and Class B common stock occurred, including the automatic conversion of all outstanding Class C and a portion of Class D shares to Class B and Class A, respectively, due to WCAS Investors owning less than **5%** of outstanding common stock[34](index=34&type=chunk) [Note 2. Basis of Presentation and Summary of Significant Accounting Policies](index=16&type=section&id=Note%202.%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) Explains the accounting principles and policies used in preparing the financial statements - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information. The Company consolidates CWAN Holdings as a Variable Interest Entity (VIE) due to its majority economic interest and control[35](index=35&type=chunk)[37](index=37&type=chunk) - Management relies on estimates and assumptions for financial reporting, including useful lives of assets, deferred contract costs, lease accounting, and fair value of acquired assets/liabilities. No significant changes to accounting policies occurred during the three and six months ended June 30, 2025[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) [Note 3. Revenue Recognition](index=17&type=section&id=Note%203.%20Revenue%20Recognition) Details the company's policies and estimates for recognizing revenue from its contracts with customers | Year | Revenue Expected to be Recognized (in thousands) | | :--- | :--------------------------------------------- | | Remainder of 2025 | $29,911 | | 2026 | $34,401 | | 2027 | $8,426 | | 2028 | $858 | | 2029 and Thereafter | $12 | - For contracts exceeding one year without termination clauses, estimated future revenue recognition as of June 30, 2025, totals **$73,608 thousand** through 2029 and thereafter. Revenue recognized from deferred revenue as of December 31, 2024, was **$2.5 million** and **$6.8 million** for the three and six months ended June 30, 2025, respectively[41](index=41&type=chunk) [Note 4. Cash, Cash Equivalents and Investments](index=18&type=section&id=Note%204.%20Cash,%20Cash%20Equivalents%20and%20Investments) Provides a breakdown of the company's liquid assets and investment holdings | Category | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------- | :----------------------------- | :----------------------------- | | Cash and Cash Equivalents | $68,404 | $177,350 | | Short-Term Investments | $3,518 | $78,139 | | Long-Term Investments | $0 | $30,301 | | Total | $71,922 | $285,790 | - Total cash, cash equivalents, and investments decreased significantly from **$285,790 thousand** at December 31, 2024, to **$71,922 thousand** at June 30, 2025, primarily due to cash used in investing activities for business acquisitions[43](index=43&type=chunk) [Note 5. Business Combinations](index=19&type=section&id=Note%205.%20Business%20Combinations) Describes the details and financial impact of recent acquisitions made by the company - Clearwater completed the acquisitions of Enfusion, Inc. on April 21, 2025, and Beacon Platform Inc. on April 30, 2025. These acquisitions aim to create a unified, real-time portfolio view across all asset types and build a comprehensive cloud-native front-to-back solution for the investment management industry[44](index=44&type=chunk)[48](index=48&type=chunk)[53](index=53&type=chunk) **Enfusion Acquisition (April 21, 2025):** | Consideration Component | Fair Value (in thousands) | | :------------------------------------------ | :------------------------ | | Cash paid | $760,499 | | Fair value of Clearwater Common Stock issued | $598,648 | | Payment to terminate Enfusion's TRA | $30,000 | | Total Merger Consideration, net of cash acquired | $1,379,052 | **Beacon Acquisition (April 30, 2025):** | Consideration Component | Fair Value (in thousands) | | :------------------------------------------ | :------------------------ | | Cash | $351,355 | | Fair value of Clearwater Common Stock issued | $175,585 | | Total Merger Consideration, net of cash acquired | $487,765 | - Enfusion and Beacon collectively contributed **$51.3 million** in revenues and **$18.1 million** in net losses to Clearwater's consolidated statements of operations for the three and six months ended June 30, 2025[53](index=53&type=chunk) [Note 6. Goodwill and Intangible Assets](index=22&type=section&id=Note%206.%20Goodwill%20and%20Intangible%20Assets) Presents the carrying amounts and changes in the company's goodwill and other intangible assets **Goodwill (in thousands):** | Metric | Amount | | :-------------------------- | :------- | | Balance as of Dec 31, 2024 | $70,971 | | Goodwill acquired | $1,190,923 | | Balance as of Jun 30, 2025 | $1,267,261 | **Purchased Intangible Assets (in thousands):** | Asset Category | June 30, 2025 Net Carrying Amount | December 31, 2024 Net Carrying Amount | | :-------------------------- | :---------------------------------- | :---------------------------------- | | Developed technology | $555,432 | $25,749 | | Commercial agreement | $94,575 | N/A | | Client relationships | $77,229 | $4,850 | | Trade name / Trademarks | $13,115 | $269 | | Total intangible assets | $740,534 | $30,868 | - Goodwill increased significantly by **$1,190,923 thousand** due to the Enfusion and Beacon acquisitions. Total purchased intangible assets also saw a substantial increase, primarily from developed technology and new commercial agreements, reflecting the strategic acquisitions[56](index=56&type=chunk)[58](index=58&type=chunk) - Amortization expense for purchased intangible assets increased from **$1.4 million** to **$21.1 million** for the three months ended June 30, 2025, and from **$2.5 million** to **$22.6 million** for the six months ended June 30, 2025, due to the newly acquired assets[58](index=58&type=chunk) [Note 7. Supplemental Consolidated Balance Sheet Information](index=23&type=section&id=Note%207.%20Supplemental%20Consolidated%20Balance%20Sheet%20Information) Offers additional details on specific balance sheet accounts, such as receivables and accrued liabilities **Accounts Receivable, net (in thousands):** | Category | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Billed accounts receivable | $92,551 | $46,316 | | Unbilled accounts receivable | $56,513 | $59,995 | | Accounts receivable, net | $148,020 | $106,151 | **Accrued Expenses and Other Current Liabilities (in thousands):** | Category | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Accrued interest | $11,604 | $550 | | Accrued bonus | $16,165 | $16,034 | | Acquisition holdback liability | $3,122 | $0 | | Accrued expenses and other liabilities | $79,238 | $55,654 | - Accounts receivable, net, increased by **$41.8 million**, primarily in billed accounts receivable. Accrued expenses and other current liabilities increased by **$23.6 million**, with a notable rise in accrued interest and the introduction of an acquisition holdback liability[59](index=59&type=chunk)[62](index=62&type=chunk) [Note 8. Credit Agreement](index=25&type=section&id=Note%208.%20Credit%20Agreement) Outlines the terms and conditions of the company's debt agreements and borrowing facilities - In connection with the Enfusion acquisition, Clearwater entered into a new 2025 Credit Agreement on April 21, 2025, providing **$800 million** in initial term loans and **$200 million** in revolving commitments. This agreement replaced the Prior Credit Agreement, resulting in a **$0.4 million** debt extinguishment loss[64](index=64&type=chunk)[72](index=72&type=chunk) - As of June 30, 2025, the outstanding balance on revolving commitments was **$99 million**, leaving **$101 million** in available borrowing capacity. The 2025 Term Loans amortize at **0.25%** per quarter, starting December 31, 2025[66](index=66&type=chunk)[68](index=68&type=chunk) **Future Maturities of Borrowings (in thousands):** | Year | Amount | | :-------------------------- | :------- | | 2025 (remaining six months) | $2,000 | | 2026 | $4,000 | | 2027 | $8,000 | | 2028 | $8,000 | | 2029 | $8,000 | | 2030 | $107,000 | | Thereafter | $758,000 | | Total Notes payable, non-current portion | $893,000 | | Net carrying amount | $878,096 | [Note 9. Leases](index=26&type=section&id=Note%209.%20Leases) Details the company's lease arrangements, including right-of-use assets and lease liabilities - The Company leases facilities under non-cancelable operating lease agreements ranging from **1 to 13 years**. Operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments, using the incremental borrowing rate[78](index=78&type=chunk)[79](index=79&type=chunk) **Future Minimum Lease Payments (in thousands):** | Year | Amount | | :-------------------------- | :------- | | 2025 (remaining six months) | $8,917 | | 2026 | $16,668 | | 2027 | $12,274 | | 2028 | $6,820 | | 2029 | $5,611 | | Thereafter | $2,040 | | Total future minimum lease payments | $52,330 | | Present value of future minimum lease payments | $46,774 | | Operating lease liabilities - noncurrent | $31,311 | **Lease Metrics (Six Months Ended June 30):** | Metric | 2025 | 2024 | | :-------------------------- | :--- | :--- | | Weighted average remaining lease term | 3.41 years | 3.84 years | | Weighted average discount rate | 6.01% | 5.69% | | Cash paid for lease liabilities | $4,723 | $4,459 | [Note 10. Non-controlling Interest](index=27&type=section&id=Note%2010.%20Non-controlling%20Interest) Explains the portion of equity in consolidated subsidiaries not attributable to the parent company **Ownership of LLC Interests:** | Entity | June 30, 2025 Shares | June 30, 2025 Ownership % | December 31, 2024 Shares | December 31, 2024 Ownership % | | :------------------------------------------ | :------------------- | :------------------------ | :----------------------- | :------------------------ | | Clearwater Analytics Holdings, Inc. interest | 287,637,289 | 98.5% | 235,101,248 | 94.9% | | Continuing Equity Owners' interest | 4,506,422 | 1.5% | 12,542,110 | 5.1% | - Clearwater Analytics Holdings, Inc. increased its ownership in CWAN Holdings from **94.9%** to **98.5%** between December 31, 2024, and June 30, 2025, reflecting a decrease in non-controlling interests[82](index=82&type=chunk) [Note 11. Earnings (Loss) Per Share](index=28&type=section&id=Note%2011.%20Earnings%20(Loss)%20Per%20Share) Calculates the company's earnings or loss attributable to each outstanding share of common stock **Net Income (Loss) Attributable to Clearwater Analytics Holdings, Inc. (in thousands):** | Period | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Three Months Ended June 30 | $(23,225) | $(430) | | Six Months Ended June 30 | $(16,552) | $1,467 | **Basic Net Loss Per Share (Class A and Class D common stockholders):** | Period | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Three Months Ended June 30 | $(0.09) | $(0.00) | | Six Months Ended June 30 | $(0.07) | $0.01 | - The Company reported a basic net loss per share of **$(0.09)** for Q2 2025 and **$(0.07)** for YTD Q2 2025, compared to a near-zero loss and positive EPS in the corresponding 2024 periods, reflecting the overall net loss position[83](index=83&type=chunk) - Diluted EPS computations were not separately presented for periods with a net loss (Q2 2025, YTD Q2 2025, Q2 2024). Potentially dilutive securities were excluded from diluted EPS due to their anti-dilutive effect in these loss periods[84](index=84&type=chunk)[86](index=86&type=chunk) [Note 12. Equity-Based Compensation](index=29&type=section&id=Note%2012.%20Equity-Based%20Compensation) Describes the company's equity incentive plans and the related compensation expenses - The Company's 2021 Omnibus Incentive Plan authorizes **69,200,278 shares** for issuance. In connection with the Enfusion acquisition, Clearwater assumed the Enfusion 2021 Stock Option and Incentive Plan[88](index=88&type=chunk) **Equity-Based Compensation Summary (Six Months Ended June 30, 2025):** | Metric | Stock Options | RSUs | | :------------------------------------------ | :------------ | :----------- | | Balance - December 31, 2024 (units) | 9,514,741 | 12,175,710 | | Granted (units) | N/A | 6,074,367 | | Exercised/Released (units) | (1,293,307) | (4,797,517) | | Balance - June 30, 2025 (units) | 8,209,351 | 12,849,286 | | Unrecognized compensation expense (in thousands) | $200 | $201,400 | | Weighted average recognition period | 0.4 years | 2.3 years | - The Employee Stock Purchase Plan (ESPP) had **$1.0 million** in unrecognized equity-based compensation costs as of June 30, 2025, to be recognized over the remaining offering period ending November 30, 2025[92](index=92&type=chunk) [Note 13. Segment and Geographic Information](index=31&type=section&id=Note%2013.%20Segment%20and%20Geographic%20Information) Provides financial data broken down by the company's operating segments and geographical regions - Clearwater operates as a single operating segment, providing investment data aggregation, accounting, analytics, and reporting services. The CEO reviews financial information on a consolidated basis[94](index=94&type=chunk) **Revenue by Geography (in thousands):** | Region | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | United States | $134,490 | $87,937 | $237,427 | $171,288 | | Rest of World | $47,447 | $18,854 | $71,374 | $38,222 | | Total revenue | $181,937 | $106,791 | $308,801 | $209,510 | **Long-Lived Assets by Geography (in thousands):** | Region | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | United States | $39,710 | $21,658 | | Rest of World | $28,501 | $17,936 | | Total long-lived assets, net | $68,211 | $39,594 | - Revenue from both the United States and Rest of World geographies increased significantly, with Rest of World revenue more than doubling for both the three and six months ended June 30, 2025, compared to the prior year[95](index=95&type=chunk) [Note 14. Income Taxes](index=32&type=section&id=Note%2014.%20Income%20Taxes) Details the company's income tax provision, deferred taxes, and effective tax rate - Clearwater Analytics Holdings, Inc. is taxed as a corporation on income allocated from CWAN Holdings, which is treated as a partnership. The Company's effective tax rate is influenced by foreign taxes, non-deductible equity-based compensation, tax credits, and the portion of pretax earnings attributable to non-controlling interests[97](index=97&type=chunk)[98](index=98&type=chunk)[100](index=100&type=chunk) **Provision for (Benefit from) Income Taxes (in thousands):** | Period | Income (loss) before income taxes | Provision for (benefit from) income taxes | Effective tax rate | | :------------------------------- | :-------------------------------- | :---------------------------------------- | :----------------- | | Three Months Ended June 30, 2025 | $(26,498) | $(2,347) | 8.9% | | Three Months Ended June 30, 2024 | $355 | $79 | 22.3% | | Six Months Ended June 30, 2025 | $(18,012) | $(797) | 4.4% | | Six Months Ended June 30, 2024 | $2,492 | $(19) | (0.8%) | - The provision for income taxes decreased for the three months ended June 30, 2025, and the benefit increased for the six months ended June 30, 2025, primarily due to the valuation allowance release on U.S. net deferred tax assets in Q4 2024 and a decrease in forecasted pretax profit for the year, impacted by acquisition-related expenses and increased interest expense[100](index=100&type=chunk)[154](index=154&type=chunk) [Note 15. Tax Receivable Agreement Liability](index=33&type=section&id=Note%2015.%20Tax%20Receivable%20Agreement%20Liability) Explains the company's obligations and payments under its tax receivable agreement - On November 4, 2024, the Company amended its Tax Receivable Agreement (TRA) to provide for one-time settlement payments totaling approximately **$72.5 million**. These payments were largely made in Q4 2024 and Q1 2025, and the Company has no further payment obligations under the TRA[104](index=104&type=chunk)[127](index=127&type=chunk) - Consequently, there was no tax receivable agreement expense recorded for the three and six months ended June 30, 2025, a significant change from the **$5.9 million** and **$6.2 million** expenses in the corresponding 2024 periods[21](index=21&type=chunk)[152](index=152&type=chunk)[154](index=154&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides a detailed discussion and analysis of Clearwater Analytics Holdings, Inc.'s financial condition and results of operations for the three and six months ended June 30, 2025, compared to 2024. It covers the company's business overview, recent strategic acquisitions, key factors influencing performance, components of revenue and expenses, key operating measures, non-GAAP financial measures, and a comprehensive comparison of financial results, liquidity, and critical accounting policies [Historical Overview](index=34&type=section&id=Historical%20Overview) Provides background on Clearwater's business model, platform, client base, and operational strengths - Clearwater provides a cloud-native platform for investment accounting, data, and advanced analytics, serving over **1,400 clients** with **$8.8 trillion** of global invested assets as of December 31, 2024. The platform aggregates and normalizes data from over **4,100 daily feeds** and four million securities[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) - The company operates on a recurring revenue model, with fees based on the amount and complexity of assets on its platform. Since 2022, new client contracts use a 'Base+' framework, including a base fee plus incremental fees for asset increases and supplemental services, designed to limit revenue volatility[111](index=111&type=chunk)[112](index=112&type=chunk) - Clearwater boasts an approximately **80% win rate** for new clients, an **NPS of 60+**, and at least **98% gross retention** in **25 quarters** of the last **26 quarters**, demonstrating strong client satisfaction and competitive advantage[108](index=108&type=chunk) [Recent Developments](index=35&type=section&id=Recent%20Developments) Highlights recent strategic acquisitions and their intended impact on the company's platform and market position - Clearwater completed strategic acquisitions of Enfusion (April 21, 2025), Beacon Platform Inc. (April 30, 2025), and Blackstone's Bistro software platform (March 31, 2025)[113](index=113&type=chunk) - These acquisitions are intended to accelerate Clearwater's vision of a unified, real-time, cloud-native front-to-back platform solution for the investment management industry, integrating front-office capabilities, risk management, and private credit data visualization[114](index=114&type=chunk) [Key Factors Affecting Our Performance](index=35&type=section&id=Key%20Factors%20Affecting%20Our%20Performance) Discusses the primary drivers and influences on the company's financial and operational results - **Adding New Clients:** Focus on established markets (corporations, government, insurance, asset managers) and nascent markets (hedge funds, pension funds, sovereign wealth funds) through organic growth and acquisitions (Enfusion, Beacon added over **900 new clients**) - **Expanding and Retaining Existing Clients:** High gross revenue retention (**98%** in **25 quarters** of **26 quarters**) and net revenue retention (**110%-114%** in 2025) driven by adding more assets to the platform and cross-selling new functionalities - **International Expansion:** Significant opportunity outside North America, accelerated by Enfusion's strong international presence in Europe and Asia - **Expanding Solutions and Broadening Innovation:** Continuous investment in R&D to enhance technological advantage and develop new offerings, potentially increasing R&D expenses faster than revenue growth for long-term profitability - **Fluctuations in Market Value of Assets:** Revenue is influenced by the value of client assets on the platform, although the Base+ model and high-grade fixed income assets (**77%** of platform assets) aim to limit volatility[116](index=116&type=chunk)[117](index=117&type=chunk)[120](index=120&type=chunk) [Key Components of Results of Operations](index=36&type=section&id=Key%20Components%20of%20Results%20of%20Operations) Breaks down the major revenue and expense categories that constitute the company's financial performance - **Revenue:** Generated from SaaS platform fees, typically monthly in arrears, based on a percentage of average daily asset value or a fixed monthly base fee. Includes license revenue from JUMP Technology - **Cost of Revenue:** Includes expenses for client services, onboarding, reconciliation, data purchases, personnel salaries/benefits, allocated overhead, and amortization of developed technology intangible assets - **Operating Expenses:** Comprise Research and Development (staff salaries, contractor fees, enhancement costs), Sales and Marketing (personnel, commissions, advertising, amortization of customer relationships), and General and Administrative (IT, finance, HR, legal, corporate technology, amortization of trade names) - **Interest Expense:** Reflects interest on outstanding borrowings, varying with borrowing amounts, repayment timing, and interest rate fluctuations - **Tax Receivable Agreement Expense:** Relates to payments under the TRA; no expense expected after Q1 2025 due to settlement - **Other (Income) Expense, Net:** Includes foreign currency gains/losses, investment gains/losses, and interest income - **Provision for (Benefit from) Income Taxes:** Federal, state, and foreign income taxes, influenced by ownership in CWAN Holdings and discrete items[119](index=119&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk) [Key Operating Measures](index=38&type=section&id=Key%20Operating%20Measures) Presents non-GAAP metrics used by management to evaluate the company's operational performance and growth **Key Operating Measures:** | Metric | Q1 2025 | Q2 2025 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | | :-------------------------------- | :------ | :------ | :------ | :------ | :------ | :------ | | Annualized recurring revenue (in thousands) | $493,852 | $783,450 | $402,326 | $427,189 | $456,941 | $474,924 | | Gross revenue retention rate | 98% | 98% | 99% | 99% | 99% | 98% | | Net revenue retention rate | 114% | 110% | 110% | 110% | 114% | 116% | - Annualized recurring revenue (ARR) increased by **83.4% from June 30, 2024**, to June 30, 2025, driven by client base growth, increased assets from existing clients, and acquired customer bases from Enfusion and Beacon[133](index=133&type=chunk) - Gross revenue retention rate remained strong at **98% as of June 30, 2025**. Net revenue retention rate was **110% as of June 30, 2025**, consistent with June 30, 2024, but lower than Q1 2025 due to the inclusion of acquired businesses with lower retention rates[135](index=135&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk) [Non-GAAP Financial Measures](index=39&type=section&id=Non-GAAP%20Financial%20Measures) Defines and reconciles non-GAAP financial measures used by the company to provide additional insights into performance - Clearwater uses Adjusted EBITDA and Adjusted EBITDA Margin as supplemental non-GAAP performance measures. Adjusted EBITDA is defined as net income plus interest expense, depreciation and amortization, equity-based compensation expense and related payroll taxes, tax receivable agreement expense, transaction expenses, provision for (benefit from) income taxes, and other income, net[139](index=139&type=chunk)[140](index=140&type=chunk) **Adjusted EBITDA (in thousands, except percentages):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $(24,151) (13%) | $276 (0%) | $(17,215) (6%) | $2,511 (1%) | | Adjusted EBITDA | $58,312 (32%) | $33,448 (31%) | $103,382 (33%) | $65,650 (31%) | - Adjusted EBITDA increased significantly to **$58.3 million (32% of revenue)** for Q2 2025 and **$103.4 million (33% of revenue)** for YTD Q2 2025, compared to **$33.4 million (31% of revenue)** and **$65.7 million (31% of revenue)** in the prior year periods, respectively, indicating improved operational performance despite GAAP net losses[142](index=142&type=chunk) [Results of Operations](index=40&type=section&id=Results%20of%20Operations) Provides a detailed comparative analysis of the company's financial performance across key income statement line items [Revenue](index=41&type=section&id=Revenue_Results_of_Operations) Analyzes the drivers and changes in the company's total revenue for the reporting periods **Revenue (in thousands):** | Period | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :------- | :------- | :------- | :------- | | Three Months Ended June 30 | $181,937 | $106,791 | $75,146 | 70% | | Six Months Ended June 30 | $308,801 | $209,510 | $99,291 | 47% | - Revenue growth was driven by **$8.4 million** (QTD) and **$14.9 million** (YTD) from new clients, **$42.5 million** (QTD) and **$8.8 million** (YTD) from Enfusion and Beacon acquisitions, and increases from existing clients' assets and non-asset related revenue. Average assets on the platform increased **11%** (QTD) and **12%** (YTD), and average basis point rate billed increased **6.0%** (QTD) and **4.1%** (YTD)[146](index=146&type=chunk) [Cost of Revenue](index=42&type=section&id=Cost_of_Revenue_Results_of_Operations) Examines the expenses directly associated with generating the company's revenue **Cost of Revenue (in thousands):** | Period | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :------- | :------- | :------- | :------- | | Three Months Ended June 30 | $63,423 | $29,890 | $33,533 | 112% | | Six Months Ended June 30 | $97,347 | $58,069 | $39,278 | 68% | | Percent of revenue (QTD) | 35% | 28% | N/A | N/A | | Percent of revenue (YTD) | 32% | 28% | N/A | N/A | - Increased depreciation and amortization: **$14.985 million** (QTD), **$15.647 million** (YTD) - Increased payroll and related costs: **$11.929 million** (QTD), **$15.521 million** (YTD), including **$9.2 million** from acquisitions - Increased data costs: **$3.164 million** (QTD), **$4.171 million** (YTD) - Increased technology costs: **$1.951 million** (QTD), **$2.037 million** (YTD) - Increased equity-based compensation: **$1.346 million** (QTD), **$1.664 million** (YTD)[147](index=147&type=chunk) [Research and Development](index=42&type=section&id=Research_and_Development_Results_of_Operations) Discusses the investments made in developing new products and enhancing existing technologies **Research and Development (in thousands):** | Period | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :------- | :------- | :------- | :------- | | Three Months Ended June 30 | $49,755 | $35,360 | $14,395 | 41% | | Six Months Ended June 30 | $87,154 | $73,036 | $14,118 | 19% | | Percent of revenue (QTD) | 27% | 33% | N/A | N/A | | Percent of revenue (YTD) | 28% | 35% | N/A | N/A | - Increased payroll and related costs: **$11.525 million** (QTD), **$9.338 million** (YTD), including **$10.5 million** from acquisitions - Increased technology cost: **$1.806 million** (QTD), **$3.284 million** (YTD) - Increased outside services and contractors costs: **$0.614 million** (QTD), **$0.653 million** (YTD)[149](index=149&type=chunk) [Sales and Marketing](index=43&type=section&id=Sales_and_Marketing_Results_of_Operations) Details the expenses incurred to promote and sell the company's products and services **Sales and Marketing (in thousands):** | Period | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :------- | :------- | :------- | :------- | | Three Months Ended June 30 | $39,221 | $15,169 | $24,052 | 159% | | Six Months Ended June 30 | $58,853 | $31,480 | $27,373 | 87% | | Percent of revenue (QTD) | 22% | 14% | N/A | N/A | | Percent of revenue (YTD) | 19% | 15% | N/A | N/A | - Increased payroll and related costs: **$8.717 million** (QTD), **$11.570 million** (YTD), including **$5.6 million** from acquisitions - Increased equity-based compensation: **$7.490 million** (QTD), **$7.678 million** (YTD) - Increased depreciation and amortization: **$4.761 million** (QTD), **$4.779 million** (YTD) - Increased marketing expense: **$1.084 million** (QTD), **$0.859 million** (YTD)[150](index=150&type=chunk) [General and Administrative](index=44&type=section&id=General_and_Administrative_Results_of_Operations) Covers the overhead and administrative costs necessary to support the company's overall operations **General and Administrative (in thousands):** | Period | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :------- | :------- | :------- | :------- | | Three Months Ended June 30 | $44,118 | $22,528 | $21,590 | 96% | | Six Months Ended June 30 | $72,945 | $43,248 | $29,697 | 69% | | Percent of revenue (QTD) | 24% | 21% | N/A | N/A | | Percent of revenue (YTD) | 24% | 21% | N/A | N/A | - Increased payroll and related costs: **$10.744 million** (QTD), **$12.257 million** (YTD), including **$10.3 million** from acquisitions - Increased equity-based compensation: **$4.244 million** (QTD), **$3.438 million** (YTD), including **$3.8 million** from acquired entities - Increased outside services and contractors: **$2.053 million** (QTD), **$8.512 million** (YTD), related to acquisitions - Increased facility costs: **$1.524 million** (QTD), **$1.559 million** (YTD)[151](index=151&type=chunk) [Non-Operating Expenses](index=44&type=section&id=Non-Operating_Expenses_Results_of_Operations) Reports expenses and income not directly related to the company's core business operations **Non-Operating Expenses (in thousands):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Interest expense | $13,464 | $1,082 | $14,383 | $2,181 | | Tax receivable agreement expense | $0 | $5,915 | $0 | $6,201 | | Other income, net | $(1,546) | $(3,508) | $(3,869) | $(7,197) | - Interest expense increased significantly due to new borrowings under the 2025 Credit Agreement, with an average principal of **$937.3 million** and a weighted average interest rate of **6.53%** for the six months ended June 30, 2025. Tax receivable agreement expense was zero in 2025 due to the full settlement of obligations in 2024[153](index=153&type=chunk)[154](index=154&type=chunk) [Provision for (Benefit from) Income Taxes](index=45&type=section&id=Provision_for_Benefit_from_Income_Taxes_Results_of_Operations) Explains the company's income tax expense or benefit and its influencing factors **Provision for (Benefit from) Income Taxes (in thousands):** | Period | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :------- | :------- | :------- | :------- | | Three Months Ended June 30 | $(2,347) | $79 | $(2,426) | (3071%) | | Six Months Ended June 30 | $(797) | $(19) | $(778) | (4095%) | - The decrease in tax provision for Q2 2025 and increased benefit for YTD Q2 2025 was primarily due to the valuation allowance release on U.S. net deferred tax assets in Q4 2024 and a decrease in year-to-date and forecasted pretax profit, largely attributable to one-time acquisition expenses and increased interest expense[154](index=154&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's ability to generate and manage cash to meet its financial obligations and growth needs - As of June 30, 2025, Clearwater had **$71.9 million** in cash, cash equivalents, and investments. The company believes existing cash, operating cash flows, available borrowings under the 2025 Revolving Facility, and access to capital markets will be sufficient for the next **12 months**[155](index=155&type=chunk)[156](index=156&type=chunk) **Cash Flows (in thousands):** | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | | Net cash provided by operating activities | $71,581 | $53,963 | | Net cash used in investing activities | $(984,343) | $(53,729) | | Net cash provided by (used in) financing activities | $801,557 | $(31,653) | | Change in cash and cash equivalents | $(108,946) | $(31,670) | - Net cash used in investing activities significantly increased to **$984.3 million** in 2025, primarily due to the Enfusion and Beacon acquisitions (**$1,074.8 million**). Net cash provided by financing activities was **$801.6 million** in 2025, mainly from new borrowings, contrasting with cash used in 2024[160](index=160&type=chunk)[162](index=162&type=chunk) [Critical Accounting Policies and Estimates](index=46&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Identifies the accounting policies that require significant judgment and estimation by management - The preparation of financial statements requires significant estimates and judgments. While no material changes occurred to existing critical accounting policies, business combinations completed in Q2 2025 introduced new complexities, particularly in valuing acquired assets and assumed liabilities, especially intangible assets[164](index=164&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk) - Valuation of intangible assets in business combinations relies on techniques like the income approach, involving significant estimates for future revenue, expenses, capital expenditures, and discount rates, which are inherently uncertain[167](index=167&type=chunk) [Recent Accounting Pronouncements](index=47&type=section&id=Recent%20Accounting%20Pronouncements) Discusses the impact of newly issued accounting standards on the company's financial reporting - There were no recent accounting pronouncements during the six months ended June 30, 2025, that are applicable to the Company[168](index=168&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the company's exposure to market risks, including AUM market price risk, interest rate risk, and inflation risk, and their potential impact on financial condition and results of operations - **AUM Market Price Risk:** Revenue is primarily based on the value of assets on the Clearwater platform (**$8.8 trillion** as of December 31, 2024). Fluctuations in securities prices or investment performance could lead to lower fees, despite minimum fees and the Base+ model - **Interest Rate Risk:** Exposure to interest rate risk relates to debt under the 2025 Credit Agreement. A hypothetical **100 basis point** increase or decrease in SOFR would impact annual interest expense by approximately **$9.0 million** - **Inflation Risk:** While inflation has not had a material direct effect to date, significant inflationary pressures could harm the business if higher costs cannot be offset by price increases[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details management's evaluation of the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting, noting their effectiveness as of June 30, 2025, and discussing inherent limitations - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[172](index=172&type=chunk)[173](index=173&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended June 30, 2025, that materially affected or are reasonably likely to materially affect internal control over financial reporting[174](index=174&type=chunk) - Management acknowledges that control systems provide only reasonable, not absolute, assurance due to inherent limitations such as faulty judgments, simple errors, circumvention by individuals or collusion, and management override[175](index=175&type=chunk) [PART II. Other Information](index=49&type=section&id=PART%20II.%20Other%20Information) Contains additional disclosures not included in the financial statements, such as legal matters and exhibits [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) This section states that the company is subject to routine legal proceedings but is not involved in any litigation or proceedings expected to have a material adverse effect on its operations, financial condition, or business - Clearwater is not currently involved in any legal proceedings or claims that management believes could have a material adverse effect on its results of operations, financial condition, or business[177](index=177&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) This section refers readers to the 'Risk Factors' section of the Annual Report on Form 10-K for a comprehensive discussion of risks, noting no material changes to those factors. It also highlights the importance of accurately reporting non-GAAP financial measures - There have been no material changes to the risk factors disclosed in the 'Risk Factors' section of the company's Annual Report on Form 10-K[178](index=178&type=chunk) - The company emphasizes the importance of accurately reporting non-GAAP financial measures, as any failure could negatively impact investor confidence and stock price[179](index=179&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports the issuance of Class A common stock in connection with the acquisition of Beacon, which was conducted as an unregistered sale under specific Securities Act exemptions - On April 30, 2025, Clearwater issued **7,858,675 shares** of Class A common stock as part of the consideration for the acquisition of Beacon, relying on exemptions from registration requirements under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D[180](index=180&type=chunk) [Item 3. Defaults Upon Senior Securities](index=49&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities during the period[181](index=181&type=chunk) [Item 4. Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to Clearwater Analytics Holdings, Inc[182](index=182&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) This section discloses that an officer adopted a Rule 10b5-1 trading arrangement during the three months ended June 30, 2025 **Rule 10b5-1 Trading Arrangement Adoption:** | Name and Title | Date | Action | Expiration Date | Total Shares Subject to Plan | | :-------------------------- | :--------- | :------- | :-------------- | :--------------------------- | | Subi Sethi, Chief Operating Officer | June 9, 2025 | Adoption | July 30, 2026 | 44,436 | [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed or furnished with the Quarterly Report on Form 10-Q, including merger agreements, corporate governance documents, the new credit agreement, and certifications - Key exhibits include the Agreement and Plan of Merger for Enfusion (January 10, 2025) and Beacon (March 11, 2025), the Credit Agreement dated April 21, 2025, and certifications by the Principal Executive and Financial Officers[186](index=186&type=chunk) [SIGNATURES](index=52&type=section&id=SIGNATURES) Confirms the official submission and certification of the report by authorized company officers