[10-Q] Clearwater Analytics Holdings, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Banzai International (BNZI) files Pre-Effective Amendment No. 1 to its Form S-3 shelf to register 1,502,826 Class A shares for resale by existing holders. The bulk鈥�1,176,950 shares鈥攁re underlying pre-funded warrants issued to an OpenReel shareholder; the remainder stem from stock issued in the OpenReel and Vidello acquisitions and debt-repayment agreements with Perkins Coie (130,000 shares) and Houlihan Capital (13,000 shares). BNZI will not receive proceeds from any secondary sales, and cash proceeds from warrant exercises would be de-minimis ($0.0001 per share). The filing satisfies registration-rights agreements tied to recent M&A and financings.
Context is challenging: BNZI is an emerging-growth SaaS MarTech firm that lost $31.1 m in 2024 and has disclosed substantial-doubt going-concern language. To shore up liquidity it issued $11 m of 10% OID, 10% senior secured convertible notes (June 2025) plus high-cost Agile notes (44% APR) and two Diagonal convertible notes. A Yorkville SEPA has already added 1.39 m shares for $8.41 m cash. Post-reverse splits, only 2.94 m Class A shares are outstanding, so the newly registered stock represents ~51% of the public float, highlighting dilution risk. Nasdaq listing remains at risk despite 1-for-50 and 1-for-10 reverse splits. Investors face multiple overhangs: heavy dilution, high-cost debt, potential forced conversions, and ongoing losses, but the acquisitions of OpenReel and Vidello add revenue scale and are expected to narrow operating losses.
Banzai International (BNZI) presenta un Emendamento Pre-Efficace n. 1 al suo modulo S-3 per registrare 1.502.826 azioni di Classe A da rivendere da parte degli attuali detentori. La maggior parte 鈥� 1.176.950 azioni 鈥� rappresenta warrant pre-finanziati emessi a un azionista di OpenReel; il resto deriva da azioni emesse nelle acquisizioni di OpenReel e Vidello e da accordi di rimborso del debito con Perkins Coie (130.000 azioni) e Houlihan Capital (13.000 azioni). BNZI non ricever脿 proventi da eventuali vendite secondarie, e i proventi in contanti derivanti dall鈥檈sercizio dei warrant sarebbero trascurabili ($0,0001 per azione). La registrazione soddisfa gli accordi sui diritti di registrazione legati a recenti operazioni di M&A e finanziamenti.
Il contesto 猫 complesso: BNZI 猫 una societ脿 SaaS MarTech in fase di crescita che ha registrato una perdita di 31,1 milioni di dollari nel 2024 e ha dichiarato un linguaggio di forte dubbio sulla continuit脿 aziendale. Per rafforzare la liquidit脿 ha emesso 11 milioni di dollari di note convertibili senior garantite con sconto all鈥檈missione (OID) al 10% (scadenza giugno 2025), oltre a note Agile ad alto costo (44% APR) e due note convertibili Diagonal. Una SEPA di Yorkville ha gi脿 aggiunto 1,39 milioni di azioni per 8,41 milioni di dollari in contanti. Dopo le operazioni di raggruppamento azionario (reverse split) 1-per-50 e 1-per-10, risultano in circolazione solo 2,94 milioni di azioni di Classe A, quindi le azioni recentemente registrate rappresentano circa il 51% del flottante pubblico, evidenziando un rischio di diluizione significativo. La quotazione Nasdaq resta a rischio nonostante i reverse split. Gli investitori affrontano molteplici fattori di pressione: forte diluizione, debito costoso, potenziali conversioni forzate e perdite continue, ma le acquisizioni di OpenReel e Vidello aumentano la scala dei ricavi e si prevede che riducano le perdite operative.
Banzai International (BNZI) presenta la Enmienda Pre-Efectiva No. 1 a su formulario S-3 para registrar 1,502,826 acciones Clase A para reventa por parte de los titulares actuales. La mayor parte 鈥� 1,176,950 acciones 鈥� corresponde a warrants prefinanciados emitidos a un accionista de OpenReel; el resto proviene de acciones emitidas en las adquisiciones de OpenReel y Vidello y acuerdos de pago de deuda con Perkins Coie (130,000 acciones) y Houlihan Capital (13,000 acciones). BNZI no recibir谩 ingresos por ventas secundarias, y los ingresos en efectivo por el ejercicio de warrants ser铆an m铆nimos ($0.0001 por acci贸n). La presentaci贸n cumple con los acuerdos de derechos de registro vinculados a recientes fusiones y adquisiciones y financiamientos.
El contexto es complicado: BNZI es una empresa SaaS MarTech en crecimiento que perdi贸 $31.1 millones en 2024 y ha declarado un lenguaje de incertidumbre sustancial sobre la continuidad del negocio. Para reforzar la liquidez emiti贸 $11 millones en notas convertibles senior garantizadas con descuento (OID) al 10% (vencimiento junio 2025), adem谩s de notas Agile de alto costo (44% APR) y dos notas convertibles Diagonal. Un SEPA de Yorkville ya a帽adi贸 1.39 millones de acciones por $8.41 millones en efectivo. Despu茅s de las divisiones inversas 1-por-50 y 1-por-10, solo hay 2.94 millones de acciones Clase A en circulaci贸n, por lo que las acciones reci茅n registradas representan alrededor del 51% del flotante p煤blico, destacando un riesgo significativo de diluci贸n. La cotizaci贸n en Nasdaq sigue en riesgo a pesar de las divisiones inversas. Los inversores enfrentan m煤ltiples desaf铆os: alta diluci贸n, deuda costosa, posibles conversiones forzadas y p茅rdidas continuas, pero las adquisiciones de OpenReel y Vidello aumentan la escala de ingresos y se espera que reduzcan las p茅rdidas operativas.
Banzai International (BNZI)電� 旮办〈 氤挫湢鞛愲摛鞚� 鞛寪毵ろ暊 靾� 鞛堧弰搿� 1,502,826欤� 韥措灅鞀� A 欤检嫕鞚� 霌彪頃橁赴 鞙勴暣 Form S-3 靹犽皹 霌彪靹滌棎 靷爠 須牓 臧滌爼鞎� 1順鸽ゼ 鞝滌稖頄堨姷雼堧嫟. 雽�攵�攵勳澑 1,176,950欤茧姅 OpenReel 欤检＜鞐愱矊 氚滍枆霅� 靹犽Г鞛� 鞗岆煱韸胳棎 頃措嫻頃橂┌, 雮橂ǜ歆�電� OpenReel 氚� Vidello 鞚胳垬鞕� Perkins Coie(130,000欤�) 氚� Houlihan Capital(13,000欤�)瓿检潣 攵�毂� 靸來櫂 瓿勳暯鞐愳劀 氚滌儩頃� 欤检嫕鞛呺媹雼�. BNZI電� 鞚挫皑 毵り皝鞐愳劀 靾橃澋鞚� 氚涭 鞎婌溂氅�, 鞗岆煱韸� 頄夓偓搿� 鞚疙暅 順勱笀 靾橃澋鞚� 毵れ毎 氙鸽頃� 瓴冹瀰雼堧嫟(欤茧嫻 $0.0001). 鞚� 鞝滌稖鞚� 斓滉芳 M&A 氚� 鞛愱笀 臁半嫭瓿� 甏�霠悳 霌彪 甓岆Μ 瓿勳暯鞚� 於╈”頃╇媹雼�.
靸來櫓鞚� 鞏措牭鞀惦媹雼�: BNZI電� 2024雲勳棎 3,110毵� 雼煬 靻愳嫟鞚� 旮半頃橁碃 瓿勳啀 旮办梾鞙茧靹滌潣 靸侂嫻頃� 鞚橂鞚� 鞝滉赴霅� 鞁犿潵 靹膘灔 SaaS 毵堨紑韺� 旮办垹 須岇偓鞛呺媹雼�. 鞙犽彊靹� 頇曤炒毳� 鞙勴暣 10% OID, 10% 靹犾垳鞙� 雼措炒 鞝勴櫂靷眲(2025雲� 6鞗� 毵岅赴)鞕� 瓿犼笀毽� Agile 雲疙姼(鞐� 44%) 氚� 霊� 瓯挫潣 Diagonal 鞝勴櫂靷眲毳� 氚滍枆頄堨姷雼堧嫟. Yorkville SEPA電� 鞚措 139毵� 欤茧ゼ 841毵� 雼煬 順勱笀鞙茧 於旉皜頄堨姷雼堧嫟. 鞐硲頃�(1雽� 50 氚� 1雽� 10) 頉�, 韥措灅鞀� A 欤检嫕鞚� 294毵� 欤茧 鞙犿喌 欷戩澊氅�, 靸堧 霌彪霅� 欤检嫕鞚� 瓿店皽 鞙犿喌 欤检嫕鞚� 鞎� 51%鞐� 頃措嫻頃� 頋劃 鞙勴棙鞚� 攵�臧侅嫓韨惦媹雼�. 雮橃姢雼� 靸侅灔霃� 1雽� 50 氚� 1雽� 10 鞐硲頃╈棎霃� 攵堦惮頃橁碃 鞙勴棙鞐� 觳橅暣 鞛堨姷雼堧嫟. 韴瀽鞛愲摛鞚� 鞁皝頃� 頋劃, 瓿犽箘鞖� 攵�毂�, 臧曥牅 鞝勴櫂 臧�電レ劚, 歆�靻嶌爜鞚� 靻愳嫟 霌� 鞐煬 攵�雼挫潉 鞎堦碃 鞛堨毵�, OpenReel瓿� Vidello 鞚胳垬電� 毵れ稖 攴滊毳� 頇曤寑頃橁碃 鞓侅梾 靻愳嫟 於曥唽臧� 旮半寑霅╇媹雼�.
Banzai International (BNZI) d茅pose un amendement pr茅-effectif n掳1 脿 son formulaire S-3 pour enregistrer 1 502 826 actions de Classe A destin茅es 脿 la revente par les d茅tenteurs actuels. La majorit茅 鈥� 1 176 950 actions 鈥� correspond 脿 des bons de souscription pr茅financ茅s 茅mis 脿 un actionnaire d鈥橭penReel ; le reste provient d鈥檃ctions 茅mises lors des acquisitions d鈥橭penReel et Vidello ainsi que d鈥檃ccords de remboursement de dettes avec Perkins Coie (130 000 actions) et Houlihan Capital (13 000 actions). BNZI ne percevra aucun produit des ventes secondaires, et les produits en esp猫ces issus de l鈥檈xercice des bons seraient n茅gligeables (0,0001 $ par action). Le d茅p么t satisfait aux accords de droits d鈥檈nregistrement li茅s aux r茅centes op茅rations de fusions-acquisitions et financements.
Le contexte est difficile : BNZI est une entreprise SaaS MarTech en forte croissance qui a enregistr茅 une perte de 31,1 millions de dollars en 2024 et a indiqu茅 un langage de doute substantiel quant 脿 la continuit茅 d鈥檈xploitation. Pour renforcer sa liquidit茅, elle a 茅mis 11 millions de dollars de billets convertibles garantis senior 脿 10 % avec d茅cote 脿 l鈥櫭﹎ission (OID) (茅ch茅ance juin 2025), ainsi que des billets Agile 脿 co没t 茅lev茅 (44 % de TAEG) et deux billets convertibles Diagonal. Un SEPA de Yorkville a d茅j脿 ajout茅 1,39 million d鈥檃ctions pour 8,41 millions de dollars en esp猫ces. Apr猫s des regroupements d鈥檃ctions invers茅s 1 pour 50 et 1 pour 10, seulement 2,94 millions d鈥檃ctions Classe A sont en circulation, les actions nouvellement enregistr茅es repr茅sentant environ 51 % du flottant public, soulignant un risque important de dilution. La cotation au Nasdaq reste menac茅e malgr茅 ces regroupements invers茅s. Les investisseurs font face 脿 plusieurs risques : forte dilution, dette co没teuse, conversions forc茅es potentielles et pertes continues, mais les acquisitions d鈥橭penReel et Vidello augmentent l鈥櫭ヽhelle des revenus et devraient r茅duire les pertes d鈥檈xploitation.
Banzai International (BNZI) reicht eine Pre-Effective Amendment Nr. 1 zu seinem Formular S-3 ein, um 1.502.826 Class-A-Aktien f眉r den Wiederverkauf durch bestehende Inhaber zu registrieren. Der Gro脽teil 鈥� 1.176.950 Aktien 鈥� sind zugrundeliegende vorfinanzierte Warrants, die an einen OpenReel-Aktion盲r ausgegeben wurden; der Rest stammt aus Aktien, die bei den 脺bernahmen von OpenReel und Vidello sowie aus Schuldenr眉ckzahlungsvereinbarungen mit Perkins Coie (130.000 Aktien) und Houlihan Capital (13.000 Aktien) ausgegeben wurden. BNZI wird keine Erl枚se aus Sekund盲rverk盲ufen erhalten, und die Barerl枚se aus der Aus眉bung von Warrants w盲ren vernachl盲ssigbar (0,0001 $ pro Aktie). Die Einreichung erf眉llt Registrierungsrechte, die mit j眉ngsten M&A-Transaktionen und Finanzierungen verbunden sind.
Der Kontext ist herausfordernd: BNZI ist ein wachsendes SaaS-MarTech-Unternehmen, das 2024 einen Verlust von 31,1 Mio. $ verzeichnete und eine erhebliche Zweifel an der Fortf眉hrungsf盲higkeit offenlegte. Zur St盲rkung der Liquidit盲t gab es 11 Mio. $ an 10% OID, 10% vorrangig besicherten Wandelanleihen (F盲lligkeit Juni 2025) sowie hochverzinsliche Agile Notes (44% APR) und zwei Diagonal-Wandelanleihen aus. Eine Yorkville-SEPA hat bereits 1,39 Mio. Aktien f眉r 8,41 Mio. $ in bar hinzugef眉gt. Nach den Reverse Splits 1:50 und 1:10 sind nur noch 2,94 Mio. Class-A-Aktien ausstehend, sodass die neu registrierten Aktien etwa 51 % des Streubesitzes ausmachen und ein erhebliches Verw盲sserungsrisiko darstellen. Die Nasdaq-Notierung bleibt trotz der Reverse Splits gef盲hrdet. Investoren sehen sich mit mehreren Belastungen konfrontiert: starke Verw盲sserung, teure Schulden, m枚gliche Zwangswandlungen und anhaltende Verluste, doch die 脺bernahmen von OpenReel und Vidello erh枚hen die Umsatzgr枚脽e und sollen die operativen Verluste verringern.
Positive
- Acquisitions add scale: OpenReel and Vidello contribute over $6.5 m TTM revenue and positive EBITDA, expected to cut annual operating loss to ~$1.3 m.
- Shelf compliance: Registering resale shares fulfills merger and financing registration-rights, avoiding potential covenant breaches.
- Capital access: Active SEPA, recent $11 m convertible note and other facilities provide multiple liquidity channels despite market stress.
Negative
- Massive dilution: 1.5 m newly registered shares equal ~51 % of current Class A float, with millions more issuable via warrants and convertibles.
- High-cost debt: 10 % OID/10 % coupon convertible notes and 44 % Agile loans materially raise financing costs and default risk.
- Going-concern warning: $31.1 m 2024 net loss and cash burn create substantial doubt about BNZI鈥檚 ability to continue operating.
- Nasdaq delisting threat: Two reverse splits totalling 1-for-500 in two years risk immediate delisting if bid price falls again.
- Control concentration: CEO holds super-voting Class B shares (~10脳 votes), limiting minority investor influence.
Insights
TL;DR: Large resale shelf adds 51 % float dilution, signals tight liquidity; positives are revenue-adding acquisitions and access to multiple capital channels.
Dilution & leverage: Registering 1.5 m shares against a 2.9 m float materially enlarges tradable supply while numerous warrants/convertibles sit in the money post-split. Convertible notes carry 10 % coupon plus 10 % OID and can reset to $1.10鈥揻loor鈥攑ressuring the share price. Agile鈥檚 44 % APR debt and SEPA draws underline liquidity stress.
Listing risk: Despite two recent reverse splits, Nasdaq compliance is not assured; delisting would crush liquidity and valuation.
Strategy positives: OpenReel and Vidello bring >$6.5 m TTM revenue and positive EBITDA, helping offset core losses. Registration fulfils contractual obligations, avoiding default triggers.
Net view: Negative near-term for existing shareholders due to overhang and leverage, but ensures access to capital needed for continued operations.
TL;DR: Filing chiefly a compliance exercise; high share ratio and aggressive debt features elevate shareholder risk profile.
The amendment removes OpenReel interim financials per SEC comment but otherwise preserves Rule 415 shelf mechanics. The company correctly discloses Beneficial-Ownership caps (9.99 %/19.99 %) yet overall securities stack鈥攚arrants, notes, SEPA鈥攅xposes investors to constant registration and conversion events. Re-use of shelf during restricted periods could be blocked by covenant packages, adding legal complexity. Any Nasdaq delisting would trigger default and accelerated redemption in multiple instruments. From a governance standpoint the dual-class structure maintains insider control (鈮�45 % voting power) despite dilution of economic interest.
Banzai International (BNZI) presenta un Emendamento Pre-Efficace n. 1 al suo modulo S-3 per registrare 1.502.826 azioni di Classe A da rivendere da parte degli attuali detentori. La maggior parte 鈥� 1.176.950 azioni 鈥� rappresenta warrant pre-finanziati emessi a un azionista di OpenReel; il resto deriva da azioni emesse nelle acquisizioni di OpenReel e Vidello e da accordi di rimborso del debito con Perkins Coie (130.000 azioni) e Houlihan Capital (13.000 azioni). BNZI non ricever脿 proventi da eventuali vendite secondarie, e i proventi in contanti derivanti dall鈥檈sercizio dei warrant sarebbero trascurabili ($0,0001 per azione). La registrazione soddisfa gli accordi sui diritti di registrazione legati a recenti operazioni di M&A e finanziamenti.
Il contesto 猫 complesso: BNZI 猫 una societ脿 SaaS MarTech in fase di crescita che ha registrato una perdita di 31,1 milioni di dollari nel 2024 e ha dichiarato un linguaggio di forte dubbio sulla continuit脿 aziendale. Per rafforzare la liquidit脿 ha emesso 11 milioni di dollari di note convertibili senior garantite con sconto all鈥檈missione (OID) al 10% (scadenza giugno 2025), oltre a note Agile ad alto costo (44% APR) e due note convertibili Diagonal. Una SEPA di Yorkville ha gi脿 aggiunto 1,39 milioni di azioni per 8,41 milioni di dollari in contanti. Dopo le operazioni di raggruppamento azionario (reverse split) 1-per-50 e 1-per-10, risultano in circolazione solo 2,94 milioni di azioni di Classe A, quindi le azioni recentemente registrate rappresentano circa il 51% del flottante pubblico, evidenziando un rischio di diluizione significativo. La quotazione Nasdaq resta a rischio nonostante i reverse split. Gli investitori affrontano molteplici fattori di pressione: forte diluizione, debito costoso, potenziali conversioni forzate e perdite continue, ma le acquisizioni di OpenReel e Vidello aumentano la scala dei ricavi e si prevede che riducano le perdite operative.
Banzai International (BNZI) presenta la Enmienda Pre-Efectiva No. 1 a su formulario S-3 para registrar 1,502,826 acciones Clase A para reventa por parte de los titulares actuales. La mayor parte 鈥� 1,176,950 acciones 鈥� corresponde a warrants prefinanciados emitidos a un accionista de OpenReel; el resto proviene de acciones emitidas en las adquisiciones de OpenReel y Vidello y acuerdos de pago de deuda con Perkins Coie (130,000 acciones) y Houlihan Capital (13,000 acciones). BNZI no recibir谩 ingresos por ventas secundarias, y los ingresos en efectivo por el ejercicio de warrants ser铆an m铆nimos ($0.0001 por acci贸n). La presentaci贸n cumple con los acuerdos de derechos de registro vinculados a recientes fusiones y adquisiciones y financiamientos.
El contexto es complicado: BNZI es una empresa SaaS MarTech en crecimiento que perdi贸 $31.1 millones en 2024 y ha declarado un lenguaje de incertidumbre sustancial sobre la continuidad del negocio. Para reforzar la liquidez emiti贸 $11 millones en notas convertibles senior garantizadas con descuento (OID) al 10% (vencimiento junio 2025), adem谩s de notas Agile de alto costo (44% APR) y dos notas convertibles Diagonal. Un SEPA de Yorkville ya a帽adi贸 1.39 millones de acciones por $8.41 millones en efectivo. Despu茅s de las divisiones inversas 1-por-50 y 1-por-10, solo hay 2.94 millones de acciones Clase A en circulaci贸n, por lo que las acciones reci茅n registradas representan alrededor del 51% del flotante p煤blico, destacando un riesgo significativo de diluci贸n. La cotizaci贸n en Nasdaq sigue en riesgo a pesar de las divisiones inversas. Los inversores enfrentan m煤ltiples desaf铆os: alta diluci贸n, deuda costosa, posibles conversiones forzadas y p茅rdidas continuas, pero las adquisiciones de OpenReel y Vidello aumentan la escala de ingresos y se espera que reduzcan las p茅rdidas operativas.
Banzai International (BNZI)電� 旮办〈 氤挫湢鞛愲摛鞚� 鞛寪毵ろ暊 靾� 鞛堧弰搿� 1,502,826欤� 韥措灅鞀� A 欤检嫕鞚� 霌彪頃橁赴 鞙勴暣 Form S-3 靹犽皹 霌彪靹滌棎 靷爠 須牓 臧滌爼鞎� 1順鸽ゼ 鞝滌稖頄堨姷雼堧嫟. 雽�攵�攵勳澑 1,176,950欤茧姅 OpenReel 欤检＜鞐愱矊 氚滍枆霅� 靹犽Г鞛� 鞗岆煱韸胳棎 頃措嫻頃橂┌, 雮橂ǜ歆�電� OpenReel 氚� Vidello 鞚胳垬鞕� Perkins Coie(130,000欤�) 氚� Houlihan Capital(13,000欤�)瓿检潣 攵�毂� 靸來櫂 瓿勳暯鞐愳劀 氚滌儩頃� 欤检嫕鞛呺媹雼�. BNZI電� 鞚挫皑 毵り皝鞐愳劀 靾橃澋鞚� 氚涭 鞎婌溂氅�, 鞗岆煱韸� 頄夓偓搿� 鞚疙暅 順勱笀 靾橃澋鞚� 毵れ毎 氙鸽頃� 瓴冹瀰雼堧嫟(欤茧嫻 $0.0001). 鞚� 鞝滌稖鞚� 斓滉芳 M&A 氚� 鞛愱笀 臁半嫭瓿� 甏�霠悳 霌彪 甓岆Μ 瓿勳暯鞚� 於╈”頃╇媹雼�.
靸來櫓鞚� 鞏措牭鞀惦媹雼�: BNZI電� 2024雲勳棎 3,110毵� 雼煬 靻愳嫟鞚� 旮半頃橁碃 瓿勳啀 旮办梾鞙茧靹滌潣 靸侂嫻頃� 鞚橂鞚� 鞝滉赴霅� 鞁犿潵 靹膘灔 SaaS 毵堨紑韺� 旮办垹 須岇偓鞛呺媹雼�. 鞙犽彊靹� 頇曤炒毳� 鞙勴暣 10% OID, 10% 靹犾垳鞙� 雼措炒 鞝勴櫂靷眲(2025雲� 6鞗� 毵岅赴)鞕� 瓿犼笀毽� Agile 雲疙姼(鞐� 44%) 氚� 霊� 瓯挫潣 Diagonal 鞝勴櫂靷眲毳� 氚滍枆頄堨姷雼堧嫟. Yorkville SEPA電� 鞚措 139毵� 欤茧ゼ 841毵� 雼煬 順勱笀鞙茧 於旉皜頄堨姷雼堧嫟. 鞐硲頃�(1雽� 50 氚� 1雽� 10) 頉�, 韥措灅鞀� A 欤检嫕鞚� 294毵� 欤茧 鞙犿喌 欷戩澊氅�, 靸堧 霌彪霅� 欤检嫕鞚� 瓿店皽 鞙犿喌 欤检嫕鞚� 鞎� 51%鞐� 頃措嫻頃� 頋劃 鞙勴棙鞚� 攵�臧侅嫓韨惦媹雼�. 雮橃姢雼� 靸侅灔霃� 1雽� 50 氚� 1雽� 10 鞐硲頃╈棎霃� 攵堦惮頃橁碃 鞙勴棙鞐� 觳橅暣 鞛堨姷雼堧嫟. 韴瀽鞛愲摛鞚� 鞁皝頃� 頋劃, 瓿犽箘鞖� 攵�毂�, 臧曥牅 鞝勴櫂 臧�電レ劚, 歆�靻嶌爜鞚� 靻愳嫟 霌� 鞐煬 攵�雼挫潉 鞎堦碃 鞛堨毵�, OpenReel瓿� Vidello 鞚胳垬電� 毵れ稖 攴滊毳� 頇曤寑頃橁碃 鞓侅梾 靻愳嫟 於曥唽臧� 旮半寑霅╇媹雼�.
Banzai International (BNZI) d茅pose un amendement pr茅-effectif n掳1 脿 son formulaire S-3 pour enregistrer 1 502 826 actions de Classe A destin茅es 脿 la revente par les d茅tenteurs actuels. La majorit茅 鈥� 1 176 950 actions 鈥� correspond 脿 des bons de souscription pr茅financ茅s 茅mis 脿 un actionnaire d鈥橭penReel ; le reste provient d鈥檃ctions 茅mises lors des acquisitions d鈥橭penReel et Vidello ainsi que d鈥檃ccords de remboursement de dettes avec Perkins Coie (130 000 actions) et Houlihan Capital (13 000 actions). BNZI ne percevra aucun produit des ventes secondaires, et les produits en esp猫ces issus de l鈥檈xercice des bons seraient n茅gligeables (0,0001 $ par action). Le d茅p么t satisfait aux accords de droits d鈥檈nregistrement li茅s aux r茅centes op茅rations de fusions-acquisitions et financements.
Le contexte est difficile : BNZI est une entreprise SaaS MarTech en forte croissance qui a enregistr茅 une perte de 31,1 millions de dollars en 2024 et a indiqu茅 un langage de doute substantiel quant 脿 la continuit茅 d鈥檈xploitation. Pour renforcer sa liquidit茅, elle a 茅mis 11 millions de dollars de billets convertibles garantis senior 脿 10 % avec d茅cote 脿 l鈥櫭﹎ission (OID) (茅ch茅ance juin 2025), ainsi que des billets Agile 脿 co没t 茅lev茅 (44 % de TAEG) et deux billets convertibles Diagonal. Un SEPA de Yorkville a d茅j脿 ajout茅 1,39 million d鈥檃ctions pour 8,41 millions de dollars en esp猫ces. Apr猫s des regroupements d鈥檃ctions invers茅s 1 pour 50 et 1 pour 10, seulement 2,94 millions d鈥檃ctions Classe A sont en circulation, les actions nouvellement enregistr茅es repr茅sentant environ 51 % du flottant public, soulignant un risque important de dilution. La cotation au Nasdaq reste menac茅e malgr茅 ces regroupements invers茅s. Les investisseurs font face 脿 plusieurs risques : forte dilution, dette co没teuse, conversions forc茅es potentielles et pertes continues, mais les acquisitions d鈥橭penReel et Vidello augmentent l鈥櫭ヽhelle des revenus et devraient r茅duire les pertes d鈥檈xploitation.
Banzai International (BNZI) reicht eine Pre-Effective Amendment Nr. 1 zu seinem Formular S-3 ein, um 1.502.826 Class-A-Aktien f眉r den Wiederverkauf durch bestehende Inhaber zu registrieren. Der Gro脽teil 鈥� 1.176.950 Aktien 鈥� sind zugrundeliegende vorfinanzierte Warrants, die an einen OpenReel-Aktion盲r ausgegeben wurden; der Rest stammt aus Aktien, die bei den 脺bernahmen von OpenReel und Vidello sowie aus Schuldenr眉ckzahlungsvereinbarungen mit Perkins Coie (130.000 Aktien) und Houlihan Capital (13.000 Aktien) ausgegeben wurden. BNZI wird keine Erl枚se aus Sekund盲rverk盲ufen erhalten, und die Barerl枚se aus der Aus眉bung von Warrants w盲ren vernachl盲ssigbar (0,0001 $ pro Aktie). Die Einreichung erf眉llt Registrierungsrechte, die mit j眉ngsten M&A-Transaktionen und Finanzierungen verbunden sind.
Der Kontext ist herausfordernd: BNZI ist ein wachsendes SaaS-MarTech-Unternehmen, das 2024 einen Verlust von 31,1 Mio. $ verzeichnete und eine erhebliche Zweifel an der Fortf眉hrungsf盲higkeit offenlegte. Zur St盲rkung der Liquidit盲t gab es 11 Mio. $ an 10% OID, 10% vorrangig besicherten Wandelanleihen (F盲lligkeit Juni 2025) sowie hochverzinsliche Agile Notes (44% APR) und zwei Diagonal-Wandelanleihen aus. Eine Yorkville-SEPA hat bereits 1,39 Mio. Aktien f眉r 8,41 Mio. $ in bar hinzugef眉gt. Nach den Reverse Splits 1:50 und 1:10 sind nur noch 2,94 Mio. Class-A-Aktien ausstehend, sodass die neu registrierten Aktien etwa 51 % des Streubesitzes ausmachen und ein erhebliches Verw盲sserungsrisiko darstellen. Die Nasdaq-Notierung bleibt trotz der Reverse Splits gef盲hrdet. Investoren sehen sich mit mehreren Belastungen konfrontiert: starke Verw盲sserung, teure Schulden, m枚gliche Zwangswandlungen und anhaltende Verluste, doch die 脺bernahmen von OpenReel und Vidello erh枚hen die Umsatzgr枚脽e und sollen die operativen Verluste verringern.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________
FORM 10-Q
______________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
OR
| TRANSITION 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
______________________________________
(Exact Name of Registrant as Specified in its Charter)
______________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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.
| x | Accelerated filer | o | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
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 August 4, 2025, the number of outstanding shares of the registrant’s common stock was:
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| Page | ||||||||
Glossary | ii | |||||||
Special Note Regarding Forward-Looking Statements | iv | |||||||
PART I. | Financial Information | 1 | ||||||
Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 1 | ||||||
Condensed Consolidated Balance Sheets | 2 | |||||||
Condensed Consolidated Statements of Operations | 3 | |||||||
Condensed Consolidated Statements of Comprehensive Income | 4 | |||||||
Condensed Consolidated Statements of Changes in Equity | 5 | |||||||
Condensed Consolidated Statements of Cash Flows | 7 | |||||||
Notes to Unaudited Condensed Consolidated Financial Statements | 9 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 40 | ||||||
Item 4. | Controls and Procedures | 40 | ||||||
PART II. | Other Information | 42 | ||||||
Item 1. | Legal Proceedings | 42 | ||||||
Item 1A. | Risk Factors | 42 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 42 | ||||||
Item 3. | Defaults Upon Senior Securities | 42 | ||||||
Item 4. | Mine Safety Disclosures | 42 | ||||||
Item 5. | Other Information | 42 | ||||||
Item 6. | Exhibits | 42 | ||||||
Signatures | 45 | |||||||
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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 to Clearwater Analytics Holdings, Inc., and, unless otherwise stated, all of its direct and indirect subsidiaries, including CWAN Holdings (as defined below).
•“2025 Credit Agreement” refers to the credit agreement, dated as of April 21, 2025, entered into by and among CWAN Acquisition, LLC, Clearwater Analytics, LLC, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
•“Annual Report” refers to our Annual Report on Form 10-K, for the fiscal year ended December 31, 2024 (File No. 001-40838), as filed with the SEC on February 26, 2025, as amended by amendment No. 1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2025.
•“Beacon” refers to Beacon Platform Inc.
•“Continuing Equity Owners” refers collectively to direct or indirect holders of LLC Interests and/or our Class B common stock, including certain of the Initial Principal Equity Owners and certain of our directors 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 (and such shares shall be immediately canceled)) for newly issued shares of our Class A common stock.
•“CWAN Holdings” refers to CWAN Holdings, LLC.
•“Enfusion” refers to Enfusion, Inc.
•“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.
•“Initial Principal Equity Owners” refers to Welsh, Carson, Anderson & Stowe and Permira Advisers LLC and their respective affiliates and Permitted Transferees (as defined in the LLC Agreement).
•“IPO” refers to our initial public offering, which closed in September 2021.
•“JUMP” or “JUMP Technology” refers to JUMP Technology SAS and its consolidated subsidiary JUMP Consulting Luxembourg S.a.r.l.
•“LLC Agreement” refers to CWAN Holdings’s Third Amended and Restated Limited Liability Company Agreement.
•“LLC Interests” refers to the common units of CWAN Holdings, including those that we purchased with a portion of the net proceeds from 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 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.
•“NYSE” refers to the New York Stock Exchange.
•“Prior Credit Agreement” refers to a credit agreement, as amended, which Clearwater Analytics, LLC entered into with JPMorgan Chase Bank, N.A. in connection with the closing of the IPO.
•“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.
•“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 Amendment” refers to Amendment No.1 to the TRA, dated November 4, 2024, by and among Clearwater Analytics Holdings, Inc., CWAN Holdings and the other TRA Amendment Parties (as defined therein).
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•“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.
•“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.
•“Wilshire” refers to Wilshire Advisors LLC.
•“Wilshire Technology” refers, collectively, to Wilshire AxiomSM, Wilshire AtlasSM, and Wilshire Abacus (“AAA”) and Wilshire iQComposite (“iQ Composite”), which was co-branded as Clearwater Wilshire Analytics post-acquisition.
•“YTD” for any given year means the six months ended June 30 of that year.
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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 Clearwater platform for the main portion 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, investment or order management systems, regulatory reporting solutions or risk management or performance analytics solutions fail to perform properly due to undetected errors or similar problems, including failures in connection with client market orders, our business, financial condition, reputation or results of operations could be materially adversely affected;
•our business relies heavily on cloud-based services and, to some extent, our own computer equipment, electronic delivery systems, networks and telecommunications systems and infrastructure, the Internet and the IT 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 solution is highly technical, and if we are unable to attract or retain key employees and other skilled personnel that are capable of managing our business strategy or working with our solution, we may be unable to achieve our goals and our business will suffer;
•our failure to successfully integrate operations, technologies, services, platform and personnel of acquired businesses could result in operational and financial difficulties and strains on 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 our intellectual property and propriety technology are not adequately protected to prevent use or appropriation by our competitors, our business and competitive position would be harmed;
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•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;
•our international operations may fail, and we may fail to successfully expand internationally. Sales to clients outside the United States or with international operations expose us to risks inherent to international businesses, which may include adverse impacts arising out of international regulatory changes;
•although we are not subject to the same regulations as our clients, the regulatory environment in which our clients operate is subject to continual change and regulatory developments designed to increase oversight could 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 Securities and Exchange Commission, 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, 2024 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 30 | December 31 | ||||||||||
| 2025 | 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, equipment and software, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Deferred contract costs, non-current | |||||||||||
| Debt issuance costs - line of credit | |||||||||||
| Deferred tax assets, net | |||||||||||
| Other non-current assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Long-term investments | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Notes payable, current portion | |||||||||||
| Operating lease liability, current portion | |||||||||||
| Tax receivable agreement liability | |||||||||||
| Total current liabilities | |||||||||||
| Notes payable, less current maturities and unamortized debt issuance costs | |||||||||||
| Operating lease liability, less current portion | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders' Equity | |||||||||||
Class A common stock, par value $ | |||||||||||
Class B common stock, par value $ | |||||||||||
Class C common stock, par value $ | |||||||||||
Class D common stock, par value $ | |||||||||||
| Additional paid-in-capital | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Retained earnings | |||||||||||
| Total stockholders' equity attributable to Clearwater Analytics Holdings, Inc. | |||||||||||
| Non-controlling interests | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of revenue(1) | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
Research and development(1) | |||||||||||||||||||||||
Sales and marketing(1) | |||||||||||||||||||||||
General and administrative(1) | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income (loss) from operations | ( | ( | |||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Tax receivable agreement expense | |||||||||||||||||||||||
| Other income, net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Provision for (benefit from) income taxes | ( | ( | ( | ||||||||||||||||||||
| Net income (loss) | ( | ( | |||||||||||||||||||||
| Less: Net income (loss) attributable to non-controlling interests | ( | ( | |||||||||||||||||||||
| Net income (loss) attributable to Clearwater Analytics Holdings, Inc. | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Net income (loss) per share attributable to Class A and Class D common stockholders stock: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Weighted average shares of Class A and Class D common stock outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
(1)Amounts include equity-based compensation as follows:
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total equity-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Other comprehensive income (loss), net of taxes: | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||||||||||||||
| Unrealized loss on available-for-sale investments | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Less: Comprehensive income (loss) attributable to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income (loss) attributable to Clearwater Analytics Holdings, Inc. | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
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 (Loss) | Retained Earnings | Non- controlling Interest | Total stockholders' equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of options to purchase common stock | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units released | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for net share settlement and other | ( | ( | — | — | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on available-for-sale investments | — | — | — | — | — | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued tax distributions payable to Continuing Equity Owners | — | — | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Effect of LLC unit / share exchanges | — | — | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of options to purchase common stock | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units released | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for net share settlement and other | ( | — | — | — | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ESPP shares issued | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related restricted stock units issued | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued tax distributions payable to Continuing Equity Owners | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Effect of LLC unit / share exchanges and conversions | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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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, 2023 | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of options to purchase common stock | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units released | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for net share settlement and other | ( | ( | — | — | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on available-for-sale investments | — | — | — | — | — | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued tax distributions payable to Continuing Equity Owners | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Effect of LLC unit / share exchanges | — | — | ( | ( | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of options to purchase common stock | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units released | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for net share settlement and other | ( | ( | — | — | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ESPP shares issued | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on available-for-sale investments | — | — | — | — | — | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued tax distributions payable to Continuing Equity Owners | — | — | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Effect of LLC unit / share exchanges | — | — | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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, | |||||||||||
| 2025 | 2024 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income (loss) | $ | ( | $ | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Noncash operating lease cost | |||||||||||
| Equity-based compensation | |||||||||||
| Amortization of deferred contract acquisition costs | |||||||||||
| Amortization of debt issuance costs, included in interest expense | |||||||||||
| Debt extinguishment cost | |||||||||||
| Deferred tax benefit | ( | ( | |||||||||
| Accretion of discount on investments | ( | ( | |||||||||
| AG真人官方ized (gain) loss on investments | ( | ||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable, net | ( | ||||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Deferred contract acquisition costs | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Tax receivable agreement liability | ( | ||||||||||
| Other long-term liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Purchases of property, equipment and software | ( | ( | |||||||||
| Purchases of intangible assets | ( | ||||||||||
| Purchase of held to maturity investments | ( | ( | |||||||||
| Purchases of available-for-sale investments | ( | ||||||||||
| Proceeds from sale of available-for-sale investments | |||||||||||
| Proceeds from maturities of investments | |||||||||||
| Acquisition of businesses, net of cash acquired | ( | ( | |||||||||
| Payment of asset acquisition holdback liability | ( | ||||||||||
| Payment of initial direct costs for operating leases | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Proceeds from exercise of options | |||||||||||
| Taxes paid related to net share settlement of equity awards | ( | ( | |||||||||
| Proceeds from borrowings, net of payment of debt issuance costs | |||||||||||
| Repayments of borrowings | ( | ( | |||||||||
| Payment of business acquisition holdback liability | ( | ||||||||||
| Proceeds from employee stock purchase plan | |||||||||||
| Payment of tax distributions | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Change in cash and cash equivalents during the period | ( | ( | |||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
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| Cash and cash equivalents, end of period | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | |||||||||||
| Purchase of property, equipment and software included in accounts payable and accrued expense | $ | $ | |||||||||
| Acquisition of Bistro intangible assets paid in common stock | $ | $ | |||||||||
| Business acquisition liability included in accrued expenses and other liabilities | $ | $ | |||||||||
| Tax distributions payable to Continuing Equity Owners included in accrued expenses | $ | $ | |||||||||
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 comprehensive cloud-native platform for institutional investors across global public and private markets. Our platform integrates portfolio management, trading, investment accounting, reconciliation, regulatory reporting, performance, compliance, and risk analytics in one unified system, and serves leading insurers, asset managers, hedge funds, and asset owners including banks, corporations, 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 is commonly referred to as an “Up-C” structure. The Company does not have material assets, liabilities, revenues or expenses other than its investment in (and the deferred taxes, if any, associated with) CWAN Holdings, which fully owns CWAN Acquisition LLC and is guarantor of the Company.
The Company headquarters are located in Boise, ID, and we operate in six offices throughout the U.S. and thirteen offices internationally.
As of June 30, 2025, the Company owns 98.5 % of the interests in CWAN Holdings. Continuing Equity Owners which hold Class B common stock own the remaining 1.5 % 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 Stock | Votes per Share | Economic Rights | ||||||||||||
| Class A common stock | Yes | |||||||||||||
| Class B common stock | No | |||||||||||||
| Class C common stock | No | |||||||||||||
| Class D common stock | Yes | |||||||||||||
During the three months ended June 30, 2025, our Initial Principal Equity Owners exchanged 8,035,688 shares of Class C common stock and 14,085,345 shares of Class D common stock into 22,121,033 shares of Class A common stock in connection with sales of their common stock during such period. In accordance with the Certificate of Incorporation of the Company, on June 12, 2025, as a result of the WCAS Investors (as defined in the Certificate of Incorporation) owning less than 5 % of the outstanding common stock of the Company, all outstanding 4,506,422 shares of Class C common stock and 2,069,714 shares of Class D common stock automatically converted to an equal number of shares of Class B common stock and Class A common stock, respectively. 47,377,587 shares of Class C common stock and 130,083,755 shares of Class D common stock were also retired, such that the number of authorized shares of Class C common stock and Class D common stock are 452,622,413 and 369,916,245 , respectively. No consideration was exchanged as a result of these activities.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
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
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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 of converted equity awards, the fair value and probability of achieving performance conditions of equity awards, and the fair value of assets acquired and liabilities assumed for business combinations, 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, 2025.
Note 3. Revenue Recognition
For the Company’s contracts with terms that exceed one year and do not include a termination for convenience clause, the following table includes estimated revenue expected to be recognized in the future related to performance obligations that are partially satisfied (in thousands):
| Remainder of 2025 | 2026 | 2027 | 2028 | 2029 and Thereafter | |||||||||||||||||||||||||
| Revenue expected to be recognized in the future as of June 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Of the total revenue recognized for the three and six months ended June 30, 2025, $2.5 million and $6.8 million, respectively, was included in the deferred revenue balance as of December 31, 2024. Revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were not material. Contract asset balances classified as current are $1.7 million and $1.8 million as of June 30, 2025 and December 31, 2024, respectively. Contract asset balances classified as non-current are $0.3 million and $0.6 million as of June 30, 2025 and December 31, 2024, respectively.
Revenue by geography as presented in Note 13 “Segment and Geographic Information” is determined based on the billing address of the customer.
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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, 2025 and December 31, 2024 in accordance with the fair value hierarchy (in thousands):
| June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Adjusted Cost | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | Short-Term Investments | Long-Term Investments | |||||||||||||||||||||||||||||||||||
| Cash | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Level 1 (1): | |||||||||||||||||||||||||||||||||||||||||
| Money market funds | |||||||||||||||||||||||||||||||||||||||||
Level 2 (2): | |||||||||||||||||||||||||||||||||||||||||
| Fixed deposits | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Adjusted Cost | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | Short-Term Investments | Long-Term Investments | |||||||||||||||||||||||||||||||||||
| Cash | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Level 1 (1): | |||||||||||||||||||||||||||||||||||||||||
| Money market funds | |||||||||||||||||||||||||||||||||||||||||
Level 2 (2): | |||||||||||||||||||||||||||||||||||||||||
| Treasury bills | |||||||||||||||||||||||||||||||||||||||||
| U.S. government bonds | ( | ||||||||||||||||||||||||||||||||||||||||
| U.S. agency securities | ( | ||||||||||||||||||||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||||||||||||||||||||
| Corporate debt securities | ( | ||||||||||||||||||||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||||||||||||||||||||
| Subtotal | ( | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
(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 each of the six months ended June 30, 2025 and year ended December 31, 2024, there were no transfers of assets or liabilities between any levels of the fair value hierarchy.
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Note 5. Business Combinations
Acquisition of Enfusion Inc.
On April 21, 2025 (“Enfusion Acquisition Date”), the Company completed its previously announced acquisition of all outstanding stock of Enfusion, Inc (“Enfusion”), a leader in SaaS solutions for the investment management and hedge fund industry. The following table illustrates the computation of the estimated preliminary fair value of consideration transferred (in thousands):
| Fair Value | |||||
Cash paid (1) | $ | ||||
Fair value of Clearwater Common Stock issued (2) | |||||
Fair value of converted Enfusion equity awards attributable to pre-combination service (3) | |||||
Payment to terminate Enfusion’s tax receivable agreement (4) | |||||
| Total Merger Consideration | |||||
| Less: cash acquired | |||||
| Total Merger Consideration, net of cash acquired | $ | ||||
(1) Represents the cash consideration paid, consisting of (i) $760 million calculated as a product of 130 million outstanding shares of Enfusion common stock and cash consideration of $5.85 per share, and (ii) $20 thousand to settle all options.
(2) Represents the fair value of 28,066,027 shares of Clearwater common stock estimated issued, calculated using the per share price of Clearwater common stock as of April 21, 2025 of $21.33 . Each share of Enfusion common stock settled at closing was exchanged based on the Per Share Parent Stock Amount of 0.2159 .
(3) Represents the fair value of Enfusion restricted stock units (“RSUs”) and performance RSUs attributable to pre-combination services. Each outstanding Enfusion RSU and Enfusion RSU that vested in whole or in part based on performance-based vesting conditions assumed by Clearwater was converted into a number of RSU awards denominated in shares of Clearwater common stock (“Clearwater RSUs”). 1.9 million Clearwater RSUs with a fair value of $41.3 million were issued, with $12.8 million attributable to pre-combination services. The fair value of Enfusion' equity awards after their conversion into Clearwater equity awards attributable to post-combination service will be recognized as expense over the post-combination service periods on a straight-line basis.
(4) Represents payment to terminate Enfusion's tax receivable agreement in connection with the acquisition.
We have accounted for this transaction as a business combination and allocated the fair value of the consideration to the tangible and intangible assets acquired as well as liabilities assumed, based on their estimated fair values. The excess of the purchase price over the preliminary fair values of these identifiable assets and liabilities was recorded as goodwill. The allocated preliminary fair value is summarized as follows (in thousands):
| Fair Value | |||||
| Accounts receivable, net | $ | ||||
| Prepaid expenses and other current assets | |||||
| Property, equipment and software, net | |||||
| Operating lease right-of-use assets, net | |||||
| Deferred tax assets, net | |||||
| Other non-current assets | |||||
| Intangible assets, net | |||||
| Goodwill | |||||
| Accounts payable | ( | ||||
| Accrued expenses and other current liabilities | ( | ||||
| Operating lease liability, current portion | ( | ||||
| Operating lease liability, less current portion | ( | ||||
| Other long-term liabilities | ( | ||||
| Total Merger Consideration for acquisition of business, net of cash acquired | $ | ||||
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We expect to finalize the allocation of the purchase consideration as soon as practicable, pending finalization of taxes and any other adjustments related to acquired assets or liabilities, but no later than 12 months from the Enfusion Acquisition Date. Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating Enfusion into our business. The goodwill is expected to be partially 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 Value | Estimated Useful Life | ||||||||||
| Developed technology | $ | ||||||||||
| Client relationships | |||||||||||
| Trade name / Trademarks | |||||||||||
| Total | $ | ||||||||||
The identified intangible assets are measured at fair value as Level 3 in accordance with the fair value hierarchy.
Acquisition-related costs incurred were $3.4 million and $4.6 million during the three and six months ended June 30, 2025, respectively. There were no
Acquisition of Beacon Platform Inc.
On April 30, 2025 (“Beacon Acquisition Date”), the Company completed its acquisition of all outstanding stock of Beacon Platform Inc. (“Beacon”), a next-generation leader for cross-asset class modeling and risk analytics for derivatives, private credit and debt, structured products and other alternative assets.
The following table illustrates the computation of the estimated preliminary fair value of consideration transferred.
| Fair Value | |||||
Cash (1) | $ | ||||
Fair value of Clearwater Common Stock issued (2) | |||||
Fair value of Clearwater Common Stock to be issued (2) | |||||
Fair value of converted Beacon equity awards attributable to pre-combination service (3) | |||||
| Total Merger Consideration | |||||
| Less: cash acquired | |||||
| Total Merger Consideration, net of cash acquired | $ | ||||
(1) Represents the cash consideration paid and to be paid, calculated based on $7.86 per share.
(2) Represents fair value of 7,858,675 shares of Clearwater common stock, calculated using the per share price of Clearwater common stock as of April 30, 2025 of $22.74 . Of the total, 7,721,401 shares of Clearwater common stock were issued as of June 30, 2025 and the remaining 137,274 shares of Clearwater common stock are expected to be paid within 12 months.
(3) Represents the fair value of Beacon options attributable to pre-combination services. Each outstanding and unvested Beacon option assumed by Clearwater was converted into a number of Clearwater RSUs. 0.2 million Clearwater RSUs with a fair value of $5.5 million were issued, with $1.9 million attributable to pre-combination services. The fair value of Beacon equity awards after their conversion into Clearwater equity awards attributable to post-combination service will be recognized as expense over the post-combination service periods on a straight-line basis.
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We have accounted for this transaction as a business combination and allocated the fair value of the consideration to the tangible and intangible assets acquired as well as liabilities assumed, based on their estimated fair values. The excess of the purchase price over the preliminary fair values of these identifiable assets and liabilities was recorded as goodwill. The allocated preliminary fair value is summarized as follows (in thousands):
| Fair Value | |||||
| Accounts receivable, net | $ | ||||
| Prepaid expenses and other current assets | |||||
| Property, equipment and software, net | |||||
| Operating lease right-of-use assets, net | |||||
| Goodwill | |||||
| Intangible assets, net | |||||
| Other assets | |||||
| Accounts payable | ( | ||||
| Accrued expenses and other current liabilities | ( | ||||
| Deferred revenue | ( | ||||
| Operating lease liability, current portion | ( | ||||
| Operating lease liability, less current portion | ( | ||||
| Deferred tax liabilities, net | ( | ||||
| Total Merger Consideration for acquisition of business, net of cash acquired | $ | ||||
We expect to finalize the allocation of the purchase consideration as soon as practicable, pending finalization of taxes and any other adjustments related to acquired assets or liabilities, but no later than 12 months from the Beacon Acquisition Date. Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating Beacon into our business. The goodwill is not expected to be 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 Value | Estimated Useful Life | ||||||||||
| Developed technology | $ | ||||||||||
| Client relationships | |||||||||||
| Trade name / Trademarks | |||||||||||
| Total | $ | ||||||||||
The identified intangible assets are measured at fair value as Level 3 in accordance with the fair value hierarchy.
Acquisition-related costs incurred were $2.4 million and $4.1 million during the three and six months ended June 30, 2025, respectively. There were no
These acquisitions accelerate Clearwater’s vision of creating a unified, real-time portfolio view across all asset types in a single, cloud-native front-to-back platform solution for the investment management industry. Enfusion and Beacon collectively contributed revenues of $51.3 18.1
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Supplemental Pro Forma Financial Information (Unaudited)
The following unaudited pro forma financial information presents a summary of the condensed combined results of operations for each of the periods presented, as if the acquisition of Enfusion had occurred as of January 1, 2024, prepared in accordance with ASC 805. The information below reflects pro forma adjustments based on available information and certain assumptions that management believes are factual and supportable. The unaudited pro forma financial information includes adjustments primarily related to amortization of intangible assets acquired, stock-based compensation expense, interest expense for transaction financing, and acquisition-related costs along with the consequential tax effects. Additionally, pro forma information has not been presented for Beacon as disclosure is impracticable due to the unavailability of historical quarterly financial statements. The information for the six months ended June 30, 2025 does not include results of Beacon for comparability.
| Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Revenue | $ | $ | |||||||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||||||||
Note 6. Goodwill and Intangible Assets
Goodwill
The following table presents details of our goodwill during the six months ended June 30, 2025 (in thousands):
| Amount | |||||
| Balance as of December 31, 2024 | $ | ||||
| Goodwill acquired | |||||
| Foreign currency translation adjustments | |||||
| Balance as of June 30, 2025 | $ | ||||
Purchased Intangible Assets
On March 31, 2025, the Company completed its previously announced acquisition of Bistro, Blackstone’s proprietary portfolio visualization software platform built for Blackstone’s Credit & Insurance (BXCI) business (the “Bistro Asset Acquisition”). The purchase price for the Bistro Asset Acquisition was $112.7 million, consisting of an aggregate of 3,833,333 shares of Class A common stock, issued at the time of the closing of the Bistro Asset Acquisition, with a fair value of $102.7 million and $10 million that was paid in cash on June 30, 2025. The following table presents details of the fair values of identified intangible assets acquired (in thousands, except years):
| Fair Value | Estimated Useful Life | ||||||||||
| Blackstone Commercial Agreement | $ | ||||||||||
| Developed Technology - BISTRO | |||||||||||
| Total | $ | ||||||||||
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The following table presents details of our purchased intangible assets as of June 30, 2025 and December 31, 2024 (in thousands):
| June 30, 2025 | |||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted Average Remaining Useful Life (In Years) | ||||||||||||||||||||
| Intangible assets with finite lives: | |||||||||||||||||||||||
| Developed technology | $ | $ | ( | $ | |||||||||||||||||||
| Commercial agreement | ( | ||||||||||||||||||||||
| Client relationships | ( | ||||||||||||||||||||||
| Trade name / Trademarks | ( | ||||||||||||||||||||||
| Domain name | ( | ||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | |||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted Average Remaining Useful Life (In Years) | ||||||||||||||||||||
| Intangible assets with finite lives: | |||||||||||||||||||||||
| Developed technology | $ | $ | ( | $ | |||||||||||||||||||
| Client relationships | ( | ||||||||||||||||||||||
| Trade name / Trademarks | ( | ||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | |||||||||||||||||||
We recognized amortization expense of $21.1 million and $1.4 million for the three months ended June 30, 2025 and 2024, respectively, and of $22.6 million and $2.5 million for the six months ended June 30, 2025 and 2024, respectively.
Note 7. Supplemental Consolidated Balance Sheet Information
Accounts Receivable, net
Accounts receivable, net consisted of the following (in thousands):
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Billed accounts receivable | $ | $ | |||||||||
| Unbilled accounts receivable | |||||||||||
| Allowance for doubtful accounts and reserves | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
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, | ||||||||||
| 2025 | 2024 | ||||||||||
| Prepaid expenses | $ | $ | |||||||||
| Deferred contract costs, current portion | |||||||||||
| Contract assets | |||||||||||
| Income tax receivable | |||||||||||
| Other receivable | |||||||||||
| Other current assets | |||||||||||
| Prepaid expense and other current assets | $ | $ | |||||||||
Property, equipment and software, net
Depreciation and amortization expense for the three months ended June 30, 2025 and 2024 was $2.5 million and $1.5 million, respectively, and for the six months ended June 30, 2025 and 2024 was $4.1 million and $3.0 million, respectively. Accumulated depreciation and amortization as of June 30, 2025 and December 31, 2024 was $41.5 million and $22.9 million, respectively.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Accrued interest | $ | $ | |||||||||
| Accrued bonus | |||||||||||
| Accrued vendor liabilities | |||||||||||
| Accrued benefits and retirement | |||||||||||
| Acquisition holdback liability | |||||||||||
| Accrued commissions | |||||||||||
| Income tax payable | |||||||||||
| Tax distributions payable to Continuing Equity Owners | |||||||||||
| Other current liabilities | |||||||||||
| Accrued expenses and other liabilities | $ | $ | |||||||||
Other Long-term Liabilities
Other long-term liabilities consisted of the following (in thousands):
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Deferred tax liabilities | $ | $ | |||||||||
| Asset retirement obligation | |||||||||||
| Accrued benefits | |||||||||||
| Other long-term liabilities | $ | $ | |||||||||
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Note 8. Credit Agreement
2025 Credit Agreement
In connection with the closing of the acquisition of Enfusion, certain subsidiaries of the Company entered into a credit agreement, dated as of April 21, 2025 (the “2025 Credit Agreement”), by and among CWAN Acquisition, LLC, a Delaware limited liability company (“Holdings”), Clearwater Analytics, LLC, a Delaware limited liability company (the “Borrower”), the lenders party thereto from time to time (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Pursuant to the 2025 Credit Agreement, the Lenders have provided to the Borrower initial term loans, with a tenure of 7 years, in an aggregate principal amount equal to $800 million (the “2025 Term Loans”) and revolving commitments in an aggregate principal amount of $200 million with a tenure of 5 years, which includes a $20 million letter of credit and $20 million of swingline loans (the “2025 Revolving Facility”). Debt issuance costs totaled $25.5 million, primarily comprising of underwriting and administrative fees and credit rating agency costs and are amortized to interest expense using the effective interest method over the contractual terms.
On April 21, 2025, we received cash proceeds of $800 million and $150 million from the initial term loans and revolving commitments, respectively, and repaid $51 million of revolving commitments in the six months ended June 30, 2025. Cash proceeds and repayments related to the credit agreement were classified as financing activities in our condensed consolidated statements of cash flows.
We may repay some or all of the outstanding balance on the revolving commitments at any time and from time to time prior to their maturity. As of June 30, 2025, the outstanding balance on the revolving commitments is $99 million, leaving $101 million in available borrowing capacity.
The interest rates applicable to the loans under the 2025 Credit Agreement are based on a SOFR rate plus an applicable margin of 2.25 % and 2.00 %, respectively, for the 2025 Term Loans and the 2025 Revolving Facility, in each case with a decrease of 0.25 % if certain secured net leverage levels are achieved. The applicable margin is adjusted after the completion of each full fiscal quarter based upon the pricing grid in the 2025 Credit Agreement. The revolving commitments have an unused commitment fee of 37.5 basis points, stepping down to 25 basis points if certain secured net leverage levels are achieved.
Under the 2025 Credit Agreement, the 2025 Term Loans amortize at a rate of 0.25 % per quarter, subject to customary adjustments, payable on the last day of each quarter commencing with the quarter ending on December 31, 2025.
The 2025 Credit Agreement contains customary affirmative and negative covenants, including, without limitation, covenants that restrict our ability to incur debt, grant liens, make investments, make restricted payments or dispose of assets, and customary events of default. Specifically, we are required to maintain a First Lien Net Leverage Ratio of not more than 6.00 :1.00 as of the last day of each fiscal quarter commencing with the fiscal quarter ended June 30, 2025.
Future maturities of borrowings as of June 30, 2025 are as follows (in thousands):
| June 30, | ||||||||
| 2025 | ||||||||
| 2025 (remaining six months) | $ | |||||||
| 2026 | ||||||||
| Notes payable, current portion | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Notes payable, non-current portion | ||||||||
| Unamortized debt issuance costs | ( | |||||||
| Notes payable, less current maturities and unamortized debt issuance costs | $ | |||||||
| Net carrying amount | $ | |||||||
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Total estimated fair value of our outstanding borrowings was $897.9 million as of June 30, 2025. The fair value is determined based on the quoted prices at the end of the reporting period and categorized as Level 2 in the fair value hierarchy.
The 2025 Credit Agreement replaces the prior existing credit agreement that the Company entered with JPMorgan Chase Bank, N.A in September 2021 ("Prior Credit Agreement"). The related debt extinguishment loss of $0.4 million was recognized in interest expense in our condensed consolidated statements of operations.
Prior Credit Agreement
In connection with the closing of the IPO, the Borrower entered into a credit agreement (the “Prior Credit Agreement”) with JPMorgan Chase Bank, N.A., that included a $55 million term loan facility (the “Term Loan”) and a $125 million revolving facility (the “Revolving Facility”). Borrowings under the Term Loan and Revolving Facility were to be used for working capital and other general corporate purposes (including acquisitions permitted under the Prior Credit Agreement).
The interest rates applicable to the loans under the Prior Credit Agreement, which was amended in June 2023 to be indexed to SOFR, were based on a fluctuating rate of interest determined by reference to a base rate plus an applicable margin of 0.75 % or a SOFR rate plus an applicable margin of 1.75 %, in each case with a step-up of 0.25 % if certain secured net leverage levels are not achieved. The applicable margin was subject to adjustment after the completion of each full fiscal quarter based upon the pricing grid in the Prior Credit Agreement. The revolving commitment had an unused commitment fee of 25 basis points, stepping up to 30 basis points if certain secured net leverage levels are not achieved.
Under the Credit Agreement, the term loan amortized at a rate of 5.00 % per annum, paid quarterly. The Prior Credit Agreement contained mandatory prepayments to the extent the company incurs certain indebtedness or receives proceeds from certain dispositions or casualty events.
The obligations of the Borrower under the Prior Credit Agreement were jointly and severally guaranteed by its direct parent and certain of its subsidiaries (such guarantors together with the Borrower, the “Prior Credit Agreement Loan Parties”). The obligations of the Prior Credit Agreement Loan Parties were secured by a first priority lien on substantially all of their assets, subject to customary exceptions.
Note 9. Leases
The Company leases facilities under non-cancelable operating lease agreements with varying terms that range from 1 to 13 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 cost was $4.6 million and $7.0 million for the three and six months ended June 30, 2025. Variable lease cost and short-term lease costs were immaterial during the three and six months ended June 30, 2025. Future minimum lease payments at June 30, 2025 under the Company’s non-cancelable leases were as follows (in thousands):
| June 30, | |||||
| 2025 | |||||
| 2025 (remaining six months) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total future minimum lease payments | |||||
| Less: Imputed interest | ( | ||||
| Present value of future minimum lease payments | |||||
| Less: Current portion of operating lease liability | ( | ||||
| Operating lease liabilities - noncurrent | $ | ||||
The following table presents supplemental information for the Company's non-cancelable operating leases for the six months ended June 30, 2025 and 2024 (in thousands, except for weighted average and percentage data):
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Weighted average remaining lease term | |||||||||||
| Weighted average discount rate | % | % | |||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | |||||||||
| Leased assets obtained in exchange for new lease liabilities | $ | $ | |||||||||
Note 10. 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 the Company’s condensed consolidated balance sheet relates to the interests of CWAN Holdings held by the Continuing Equity Owners. The ownership of the LLC interests is summarized as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Shares | Ownership % | Shares | Ownership % | ||||||||||||||||||||
| Clearwater Analytics Holdings, Inc. interest in CWAN Holdings | % | % | |||||||||||||||||||||
| Continuing Equity Owners' interest in CWAN Holdings | % | % | |||||||||||||||||||||
| % | % | ||||||||||||||||||||||
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Note 11. Earnings (Loss) Per Share
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net earnings (loss) per share of Class A and Class D common stock for the periods presented (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Less: Net income (loss) attributable to non-controlling interests | ( | ( | |||||||||||||||||||||
| Net income (loss) attributable to Clearwater Analytics Holdings, Inc. - basic and diluted | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
The following tables set forth the computation of basic and diluted net earnings per share of Class A and Class D common stock (in thousands, except share amounts and per share amounts):
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||
| Class A | Class D | Class A | Class D | ||||||||||||||||||||
| Basic net loss attributable to Class A and Class D common stockholders | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Allocation of net loss attributable to Clearwater Analytics Holdings, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average number of shares of Class A and Class D common stock outstanding - basic | |||||||||||||||||||||||
| Basic net loss per share attributable to Class A and Class D common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | ||||||||||||||||||||||
| Class A | Class D | Class A | Class D | ||||||||||||||||||||
| Basic net earnings (loss) attributable to Class A and Class D common stockholders | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Allocation of net income (loss) attributable to Clearwater Analytics Holdings, Inc. | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average number of shares of Class A and Class D common stock outstanding - basic | |||||||||||||||||||||||
| Basic net earnings (loss) per share attributable to Class A and Class D common stockholders | $ | ( | $ | ( | $ | $ | |||||||||||||||||
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| Six Months Ended June 30, 2024 | |||||||||||
| Class A | Class D | ||||||||||
| Diluted net earnings attributable to Class A and Class D common stockholders | |||||||||||
| Numerator: | |||||||||||
| Undistributed earnings for basic computation | $ | $ | |||||||||
| AG真人官方location of earnings as a result of conversion of Class B common stock to Class A common stock and conversion of Class C common stock to Class D common stock | |||||||||||
| AG真人官方location of earnings as a result of conversion of Class D common stock to Class A common stock | |||||||||||
| Allocation of undistributed earnings | $ | $ | |||||||||
| Denominator: | |||||||||||
| Weighted average number of shares of Class A and Class D common stock outstanding - basic | |||||||||||
| Add: weighted-average effect of dilutive securities exchangeable for Class A common stock: | |||||||||||
| Stock options of Clearwater Analytics Holdings, Inc. | |||||||||||
| RSUs of Clearwater Analytics Holdings, Inc. | |||||||||||
| ESPP of Clearwater Analytics Holdings, Inc. | |||||||||||
| Conversion of Class B common stock to Class A stock, and conversion of Class C common stock to Class D common stock | |||||||||||
| Conversion of Class D common stock to Class A common stock outstanding | |||||||||||
| Weighted average number of shares of Class A and Class D common stock outstanding - diluted | |||||||||||
| Diluted net earnings per share attributable to Class A and Class D common stockholders | $ | $ | |||||||||
The computation of diluted net earnings per share for the three and six months ended June 30, 2025 and three months ended June 30, 2024 are not separately presented as the Company was in a net loss position in such periods.
Shares of the Company's Class B and Class C common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B and Class C common stock under the two-class method has not been presented.
The following weighted-average potentially dilutive securities were evaluated under the treasury stock method for potentially dilutive effects and have been excluded from diluted net earnings per share due to their anti-dilutive effect:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Conversion of Class B and Class C common stock | |||||||||||||||||||||||
| Stock options of Clearwater Analytics Holdings, Inc. | |||||||||||||||||||||||
| RSUs of Clearwater Analytics Holdings, Inc. | |||||||||||||||||||||||
| Employee stock purchase plans | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
Note 12. Equity-Based Compensation
In September 2021, the Board of Directors of the Company (the “Board”) adopted the Clearwater Analytics Holdings, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”), pursuant to which employees, consultants and directors of our Company and our affiliates performing services for us, including our executive officers, are eligible to receive awards. The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), bonus stock, dividend equivalents, other stock-based awards, substitute awards, annual incentive awards and
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performance awards intended to align the interests of participants with those of our shareholders. A total of 69,200,278 shares of common stock are authorized for issuance under the 2021 Plan. In connection with the approval of the 2021 Plan, the 2017 Equity Incentive Plan was terminated and all outstanding stock options and RSUs were transferred to the 2021 Plan. In connection with the acquisition of Enfusion, we assumed the Enfusion 2021 Stock Option and Incentive Plan.
Options
The following table summarizes the stock option activity for the six months ended June 30, 2025 (in thousands, except per share data):
| Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | |||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | |||||||||||||||||||||
| Options vested - June 30, 2025 | $ | $ | |||||||||||||||||||||
The aggregate intrinsic value as of June 30, 2025 disclosed in the above table is based on the difference between the exercise price of the stock option and the estimated fair value of the Company’s common stock as of June 30, 2025. As of June 30, 2025, the total unrecognized compensation expense related to unvested options was $0.2 million, which is expected to be recognized over a weighted average period of 0.4 years.
RSUs
The summary of RSU activity for the six months ended June 30, 2025 is as follows (in thousands, except per share data):
| Units Activity | Weighted Average Grant Date Fair Value | Aggregate Intrinsic Value | |||||||||||||||
| Unvested units as of December 31, 2024 | $ | $ | |||||||||||||||
| Granted | |||||||||||||||||
| Released | ( | ||||||||||||||||
| Cancelled | ( | ||||||||||||||||
| Unvested units as of June 30, 2025 | $ | $ | |||||||||||||||
The aggregate intrinsic value disclosed in the above table is based on the closing stock price on the NYSE on June 30, 2025. As of June 30, 2025, there was $201.4 million of unrecognized equity-based compensation expense related to RSUs, which is expected to be recognized over a weighted average period of 2.3 years.
Employee Stock Purchase Plan
In September 2021, the Board adopted the Clearwater Analytics Holdings, Inc. 2021 Employee Stock Purchase Plan (“ESPP”). As of June 30, 2025, a total of 7,092,009 shares of Class A common stock were available for issuance under the ESPP. The offering periods are scheduled to start on June 1 and December 1 of each year. Eligible employees may purchase the Company's common stock through payroll deductions at a price equal to 85 % of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee's payroll deductions under the ESPP are limited to 10 % of the employee's compensation and an employee may not purchase more than $25,000 of stock during any calendar year in which the employee’s option to purchase stock under the ESPP is outstanding at any time.
As of June 30, 2025, total unrecognized equity-based compensation costs related to ESPP were $1.0 million, which is expected to be recognized over the remaining current offering period ending November 30, 2025.
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ESPP payroll contributions accrued at June 30, 2025 and December 31, 2024 totaled $0.7 million and $0.5 million, respectively, and are included within accrued expenses in the consolidated balance sheets. Employee payroll contributions used to purchase shares under the ESPP will be reclassified to stockholders' equity at the end of the offering period.
Note 13. Segment and Geographic Information
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision group, in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is the Company’s Chief Executive Officer (“CEO”). The Company’s CEO reviews financial information presented on a consolidated basis and makes decisions and allocates resources based on the Company as a whole. The Company has one business activity as a provider of a solution for investment data aggregation, accounting, analytics, and reporting services. Accordingly, the Company operates as one operating segment, and all required segment financial information is found in the condensed consolidated financial statements.
The CODM uses net income (loss) to allocate operating and capital resources and assesses the Company’s performance by comparing actual results and previously forecasted financial information. The measure of segment assets is reported on the balance sheet as total consolidated assets. The following table presents information on revenue, significant expenses, and net income (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Employee compensation expense | |||||||||||||||||||||||
| Technology expense | |||||||||||||||||||||||
| Facilities expense | |||||||||||||||||||||||
| Outside services and contractors expense | |||||||||||||||||||||||
| Data costs | |||||||||||||||||||||||
| Provision for (benefit from) income taxes | ( | ( | ( | ||||||||||||||||||||
| Equity-based compensation expense and related payroll taxes | |||||||||||||||||||||||
| Tax receivable agreement expenses | |||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
Other segment items(1) | |||||||||||||||||||||||
| Consolidated net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Rest of World | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
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The following table presents the Company’s long-lived assets including property, equipment and software, net, and operating lease right-of-use assets, net, disaggregated by geography (in thousands):
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| United States | $ | $ | |||||||||
| Rest of World | |||||||||||
| Total long-lived assets, net | $ | $ | |||||||||
Note 14. Income Taxes
As a part of the Up-C structure, Clearwater Analytics Holdings, Inc. owns a portion of CWAN Holdings, which contains all operations of the business and is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, CWAN Holdings is generally not subject to U.S. federal, state, and local income taxes. Any taxable income or loss generated by CWAN Holdings is passed through to and included in the taxable income or loss of its members in accordance with the terms of the operating agreement of CWAN Holdings. CWAN Holdings’ international wholly-owned subsidiaries are subject to taxes in foreign jurisdictions.
The Company is taxed as a corporation and pays corporate federal, state, and local taxes on income allocated to it from CWAN Holdings based on the Company’s economic interest held in CWAN Holdings. While the Company consolidates CWAN Holdings for financial reporting purposes, the Company will not be taxed on the earnings attributed to the non-controlling interests. As a result, the income tax burden on the earnings attributed to the non-controlling interest is not reported by the Company in its condensed consolidated financial statements.
Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in the applicable quarter. In each quarter, we update the estimated annual effective tax rate and make a year-to-date adjustment to the provision. The estimated annual effective tax rate may be subject to significant volatility due to several factors, including our ability to accurately predict the proportion of our pretax income in multiple jurisdictions, certain book-tax differences, the effects of business combinations, and exchanges from non-controlling interests.
The following table provides details of the provision for (benefit from) income taxes:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Income (loss) before income taxes | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Provision for (benefit from) income taxes | ( | ( | ( | ||||||||||||||||||||
| Effective tax rate | % | % | % | ( | %) | ||||||||||||||||||
For the three and six months ended June 30, 2025, the Company’s effective tax rate was different than the statutory rate primarily because of foreign taxes and non-deductible equity-based compensation, offset by tax credits, windfalls from equity-based compensation deductions, as well as the portion of pretax earnings that are attributable to the non-controlling interest and not taxable to the Company. For the three and six months ended June 30, 2024, the Company’s effective tax rate was different than the statutory rate primarily because of foreign taxes, non-deductible equity-based compensation, the generation of tax credits and incentives, and the valuation allowance on U.S. deferred tax assets.
On July 4, 2025, the U.S. President signed into law “An Act to Provide for Reconciliation Pursuant to Tile II of H. Con. Res. 14” (the “Tax Reform Act of 2025”), also known as the One Big Beautiful Bill Act. The new federal tax legislation includes numerous changes to U.S. corporate income tax law, including but not limited to: permanent 100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest expense, and changes to the international tax regime. Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions.
The Company is currently evaluating the potential impact of the Tax Reform Act of 2025 on its consolidated financial statements, and the full effects of the Tax Reform Act of 2025 are not yet known. Any material effects of the new law, including remeasurement of deferred tax assets and liabilities and changes to current and future tax expense, will be reflected in the period of enactment and in future periods as additional guidance is issued and the Company completes its analysis.
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Note 15. Tax Receivable Agreement Liability
In connection with the IPO and related transactions, we entered into a TRA that provided for the payment by us of 85 % of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize, as a result of (i) increases in our share of the tax basis in the net assets of CWAN Holdings resulting from any redemptions or exchanges of CWAN Holdings units, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest and bonus payments pursuant to the TRA Bonus Agreements (the “TRA Payments”).
On November 4, 2024, the Company entered into the TRA Amendment which amended the TRA to provide for one-time settlement payments in a gross amount of approximately $72.5 million. The settlement payments were made in the last quarter of 2024 and the first quarter of 2025. The Company has no further payment obligations (past, current, or future) to the TRA Parties under the TRA.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Management’s Discussion and Analysis of Financial Condition and Results of Operations and financial statements included in the Annual Report on Form 10-K. As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and in the section titled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and those discussed in the section titled “Risk Factors” in the Annual Report on Form 10-K.
Historical Overview
Clearwater brings transparency to the opaque world of investment accounting and analytics with what we believe is the industry’s most trusted and innovative single instance, multi-tenant technology platform. Our cloud-native software allows clients to radically simplify their investment accounting operations, enabling them to focus on higher-value business functions such as asset allocation strategy and investment selection. Our platform provides comprehensive accounting, data and advanced analytics as well as highly-configurable reporting for global investment assets daily or on-demand, instead of weekly or monthly. We give our clients confidence that they are making the most informed decisions about investment performance, regulatory compliance and risk.
We provide investment accounting and reporting, performance measurement, compliance monitoring and risk analytics solutions for asset managers, insurance companies and large corporations. Every day, Clearwater’s powerful platform aggregates and normalizes data on over $8.8 trillion of global invested assets for over 1,400 clients as of December 31, 2024. We bring modern software to an industry that has long been dominated by difficult-to-use, high cost legacy technologies and processes, which often lack data integrity and traceability, and often require significant manual intervention. The strength of our platform is demonstrated by our approximately 80% win rate for new clients over the prior four years in deals that reached the proposal stage, as well as NPS of 60+ and at least 98% gross retention in 25 of the last 26 quarters.
We allow our clients to replace legacy systems with modern cloud-native software. Our platform helps clients reduce cost, time, errors and risk and allows them to reallocate resources to other value-creating activities. Our software aggregates, reconciles and validates data from more than 4,100 daily data feeds and more than four million securities that have been modeled across multiple currencies, asset classes and countries. This cleansed and validated data runs through our proprietary accounting, performance, compliance and risk solutions to provide clients with powerful analytics and daily or on-demand configurable reporting. We offer multi-asset class, multi-basis, multi-currency accounting and analytics that provide clients with a comprehensive view of their holdings and related performance. This allows our clients to make better, more timely decisions about their investment portfolios.
Clearwater benefits from powerful network effects. With our single instance, multi-tenant architecture, every client, whether new or existing, enriches our global data set by making it more complete and accurate. Our software continually sources, ingests, models, reconciles and validates the terms, conditions and features of every investment security held by all of our clients. This continuous process helps to create a single repository of comprehensive, accurate investment data (often referred to within the industry as a “Golden Copy” of data) that benefits all our clients to the extent they otherwise have rights to the data. Through this continuous process, we are able to identify and adjudicate data discrepancies that otherwise could introduce error and risk into our clients’ investment portfolios. We believe that a meaningful competitive advantage of this network effect is that we are increasingly seen as the best and most accurate source of investment accounting data and analytics in the industry.
We have a recurring revenue model, excluding revenue from professional services and license-related revenue from JUMP Technology. We charge our clients a fee that is based on the amount and complexity of the assets they manage on our platform as well as the breadth of the solution utilized by the customer. In 2022, we transitioned our contracting structure to a framework we describe as Base+ for all new clients. A Base+ contract framework includes a base fee for a prospective or existing client’s book of business plus an incremental fee for increases in assets on the platform. This structure is designed to limit the downside volatility in our asset-based fees. We also began to amend contracts with our existing clients to either modify the structure of such contracts from a pure asset-based fee to this Base+ model or to increase the basis point price. Prior to 2022, we charged a basis point fee based on the client’s assets on the platform subject to contracted minimums. For those clients contracted prior to 2022 and whose contract has not been amended, our revenues can more significantly fluctuate with the changes in those clients’ assets. A majority of the assets on our platform
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are high-grade fixed income assets, which have traditionally had lower levels of volatility, enabling our highly predictable revenue streams. The Base+ model includes annual increases in the base fee and enables us to charge additional fees for supplemental services provided for certain alternative asset classes (e.g., LPx, MLx) or additional products (e.g. Prism, OMS/PMS) should the client choose to utilize those services.
Recent Developments
Strategic Acquisitions
We completed our previously announced business acquisitions of Beacon and Enfusion on April 30 and April 21, 2025, respectively, and an asset purchase of Blackstone’s proprietary portfolio visualization software platform, Bistro, on March 31, 2025.
Enfusion is a global software-as-a-service provider focused on transforming the investment management industry. The Enfusion solution is designed to eliminate technology and information barriers, empowering investment managers to confidently make and execute better-informed investment decisions in real time. Enfusion’s front-office capabilities, including investment book of record (IBOR), portfolio and order management, will be integrated with Clearwater’s middle and back-office solutions and client reporting capabilities to enable a unified, cloud-native platform that seamlessly integrates with other technologies. Together with Beacon platform’s capabilities in risk management and Bistro’s private credit assets data visualization platform, these acquisitions aim to accelerate Clearwater’s vision of creating a unified, real-time portfolio view across all asset types—from public equities and private credit to structured products and alternatives—in a single, cloud-native platform, ultimately building the first comprehensive cloud-native front-to-back solution for the entire investment management industry.
For more information, see Note 5 “Business Combinations” and Note 6 “Goodwill and Intangible Assets” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Key Factors Affecting Our Performance
The growth and future success of our business depends on many factors, including those described below.
•Adding New Clients in Established End Markets: Our future growth is dependent upon our ability to continue to add new clients, and in 2024 we added over 100 net new clients. We are focused on continuing to increase our client base in our established client end-markets of corporations, government entities, insurance companies and asset managers, and doing so with increasingly large and sophisticated clients. With our recent acquisitions of Enfusion and Beacon, we added over 900 new clients in end markets including hedge funds, asset managers, insurance companies and banks. As we add clients, it takes time to fully onboard their assets to the platform. Our revenue generally increases as assets are added to the platform, while the effort to serve the client is relatively consistent over time. Therefore, we expect revenues and gross margins to increase for a client as the client transitions from the onboarding process to a steady state once assets have been onboarded. In any period, our gross margins may fluctuate based on the relative size and number of clients that we are onboarding at that time.
•Expanding and Retaining Relationships with Existing Clients: Our future growth is dependent upon retaining our existing clients and expanding our relationships with these clients through increases in the amount of their assets on our platform. We have enjoyed consistent gross revenue retention rates of at least 98% gross retention in 25 of the last 26 quarters. The consistency in revenue retention creates predictability in our business and enables us to better plan our future investments. Our relationships with our clients expand as these clients add more assets to our platform, with our quarterly net revenue retention rates (as defined below under “—Key Operating Measures”) between 110% and 114% in 2025. Clients may add assets as a result of acquiring new clients themselves or by acquiring new businesses or simply through organic growth, which produces additional assets that they manage using our platform. We believe that our client service model and technology platform are strong contributing factors in our attractive retention rates. As such, we expect to continue to invest in both our operations and research and development functions to maintain and increase our high levels of client satisfaction, which we believe will lead to strong client retention and expansion.
•International Expansion: We believe that the value provided by our platform is equally applicable to asset owners and asset managers outside of North America, and there is a significant opportunity to expand our client base and usage of our platform internationally. Our future growth is dependent upon our ability to successfully enter new international markets and to expand our client base in our current international markets. Our cost to acquire clients in international markets is currently greater than in North America
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because there is less awareness of the Clearwater brand and our product capabilities, and we have to date invested less in sales and marketing internationally. Following the acquisition of Enfusion, which has a strong international presence in Europe and Asia, we expect to accelerate the Company’s global adoption strategy, and strengthen our ability to expand internationally.
•Adding New Clients in Adjacent or Nascent End-Markets: Our strategy is to also add new clients in our more nascent end-markets, which include state and local governments, pension funds, sovereign wealth funds, as well as endowments and foundations. Traditionally, our existing clients have been among our best resources for referring new clients to us, and we will continue to invest in sales and marketing to build awareness of our brand, engage prospective clients and drive adoption of our platform, particularly as it relates to expanding into new end-markets. The acquisition of Enfusion positions Clearwater to expand into the hedge fund industry. As we establish our presence in new end-markets, we expect sales and marketing expenditures will be less efficient than in our established verticals and we will become increasingly more efficient at acquiring clients in new end-markets over time.
•Expanding Solutions and Broadening Innovation: Our future growth is dependent upon our continued expansion of our solutions in order to better retain our current clients and to develop new use cases that appeal to new clients. While we believe we will be able to reduce our research and development expenses as a percentage of revenues as we achieve greater scale, our priority is to maintain and grow our technological advantage over our competitors. As we identify opportunities to increase our technological and competitive advantages, we may increase our investments in research and development at rates that are faster than our growth in revenues in order to enhance our long-term growth and profitability.
•Fluctuations in the Market Value of Assets on the Clearwater platform: Although we generally have a base fee and adopted our Base+ model in 2022, we also bill our clients monthly in arrears based on a basis point rate applied to our clients’ assets on our platform, which can be influenced by general economic conditions. While 77% of the assets on our platform were high-grade fixed income securities and structured products as of December 31, 2024 and traditionally subject to lower levels of volatility, the value of our clients’ assets on our platform varies on a daily basis due to changes in securities prices, cash flow needs, incremental buying and selling of assets and other strategic priorities of our clients. For these reasons, our revenue is subject to fluctuations based on economic conditions, including market conditions and the changing interest rate environment.
•Expansion of Usage with Existing Clients: With the acquisitions of Enfusion, Beacon and Bistro in 2025, we believe there are opportunities to further expand our relationships with existing clients through cross-selling related or complementary functionalities or services that continue to improve their investment management workflows and technology infrastructure. As we continue to execute and maximize each standalone businesses’ potential, we believe that there is a significant opportunity to expand usage from our existing clients as we provide value-adding capabilities and services to support their strategies to evolve and expand into new markets. We expect our revenues from existing clients to continue to increase as they broaden their use of our solutions and expand utilization into other investment groups within their organizations.
Key Components of Results of Operations
The following discussion describes certain line items in our condensed consolidated statements of operations.
Revenue
We generate revenue from fees derived from providing clients with access to the solutions and services on our SaaS platform. Sales of our offerings include a right to use our software in a hosted environment without taking possession of the software. A large number of our contracts are generally cancellable with 30 days’ notice without penalty. We generally invoice clients monthly in arrears based on a percentage of the average daily value of assets within a client’s accounts on our platform during that month, or based on a fixed monthly base fee. Payment terms may vary by contract but generally include a requirement of payment within 30 days following the month in which services are provided. Fees invoiced in advance of the delivery of the Company’s performance obligations are deemed set-up activities and are deferred as a material right and recognized over time, typically 12 months. Through the JUMP Technology acquisition, we also earn license revenue.
Cost of Revenue
Cost of revenue consists of expenses related to delivery of revenue-generating services, including expenses associated with client services, onboarding, reconciliation and agreements related to the purchase of data used in the
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provision of our services. Salary and benefits for certain personnel associated with supporting these functions, in addition to allocated overhead, amortization of developed technology intangible asset, and depreciation for facilities, are also included in cost of revenue.
Operating Expenses
Research and development expense consists primarily of salary and benefits for our development staff as well as contractors’ fees and other costs associated with the enhancement of our offering, ensuring operational stability and performance and development of new offerings.
Sales and marketing expense consists of the costs of personnel involved in the sales and marketing process, sales commissions, advertising and promotional materials, sales facilities expenses, the cost of trade shows and seminars, and amortization of customer relationships intangible assets.
General and administrative expense consists primarily of personnel costs for IT, finance, administration, human resources and general management, amortization of trade names intangible asset, as well as expenses from legal, corporate technology and accounting service providers.
Interest Expense
Interest expense reflects interest accrued on our outstanding borrowings during the course of the applicable period. The accrual of interest varies depending on the timing and amount of borrowings and repayments during the period as well as fluctuations in interest rates.
Tax Receivable Agreement Expense
In connection with the IPO and related transactions, we entered into a TRA that, prior to the TRA Amendment, provided for the payment by us of 85% of certain tax benefits that we realized, or in some cases were deemed to realize, as a result of Tax Attributes, as defined in the Tax Receivable Agreement. Tax receivable agreement expense relates to payments we made, or to be made, under the TRA prior to or in connection with the TRA Amendment.
On November 4, 2024, the Company entered into the TRA Amendment, which amended the TRA to provide for one-time settlement payments in a gross amount of approximately $72.5 million, inclusive of approximately $69.2 million to be paid to the TRA Parties (net of the TRA Bonus Payments) and approximately $3.3 million TRA Bonus Payments to be paid to certain executive officers of the Company (collectively, the “TRA Settlement Payments”), plus approximately $6.5 million in third-party expenses. Upon the payment of the TRA Settlement Payments, the TRA Parties have no further rights to receive payments (past, current, or future) under the TRA, and the Company will have no further payment obligations (past, current, or future) to the TRA Parties under the TRA. Most of the TRA Settlement Payments were made in December 2024. The remaining TRA Settlement Payments were made in the first quarter of 2025. Refer to Note 15 “Tax Receivable Agreement Liability” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Other (Income) Expense, Net
Other (income) expense, net consists of gains and losses of foreign currency and investments, and interest income. Interest income relates to interest received on our cash and cash equivalents based on interest rates in the course of the applicable period, and interest received from other investments.
Provision for (Benefit from) Income Taxes
Provision for (benefit from) income taxes consists of income taxes related to federal, state, and foreign jurisdictions where we conduct our business. Our effective tax rate may increase in the future as our ownership in CWAN Holdings increases via exchanges from historical partners. In addition, our discrete items may not be consistent from period to period and could cause volatility in our effective tax rate.
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Key Operating Measures
We consider certain operating measures, such as annualized recurring revenue, gross retention rates and net retention rates, in measuring the performance of our business. The following table summarizes these operating measures as of the dates presented:
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||||||||
| 2025 | |||||||||||||||||||||||
| Annualized recurring revenue (in thousands) | $ | 493,852 | $ | 783,450 | |||||||||||||||||||
| Gross revenue retention rate | 98 | % | 98 | % | |||||||||||||||||||
| Net revenue retention rate | 114 | % | 110 | % | |||||||||||||||||||
| 2024 | |||||||||||||||||||||||
| Annualized recurring revenue (in thousands) | $ | 402,326 | $ | 427,189 | $ | 456,941 | $ | 474,924 | |||||||||||||||
| Gross revenue retention rate | 99 | % | 99 | % | 99 | % | 98 | % | |||||||||||||||
| Net revenue retention rate | 110 | % | 110 | % | 114 | % | 116 | % | |||||||||||||||
Annualized Recurring Revenue
Annualized recurring revenue is calculated at the end of a period by dividing the recurring revenue in the last month of such period by the number of days in the month and multiplying by 365.
Because a substantial majority of the assets on our Clearwater platform are fixed income securities that typically have low levels of volatility with respect to their market value, the growth in annualized recurring revenue is generally not attributable to the fluctuating market value of the assets on our platform. Rather, the growth in annualized recurring revenue is due to an increase in the number of clients using our offering as well as from onboarding more assets of our existing clients onto our platform.
Annualized recurring revenue increased 83.4% from June 30, 2024 to June 30, 2025 on account of growth in our client base as we brought new clients onto our platform and also added additional assets onto our platform from existing clients, as well as acquired customer base related to the acquisitions of Enfusion and Beacon.
Gross Revenue Retention Rate
Gross revenue retention rate represents annual contract value (“ACV”) at the beginning of the 12-month period ended on the reporting date less client attrition over the prior 12-month period, divided by ACV at the beginning of the 12-month period, expressed as a percentage. ACV is comprised of annualized recurring revenue plus contracted-not-billed revenue, which represents the estimated annual contracted revenue for new and existing client opportunities prior to revenue recognition. In order to arrive at total ACV, we include contracted-not-billed revenue, as it is contracted revenue that has not been recognized but that we expect to produce recognized revenue in the future. Client attrition occurs when a client provides a contract termination notice. The amount of client attrition is calculated as the reduction in annualized revenue of the client at the time of the notice and is recorded in the month the final billing occurs. In the case of client attrition where contracted-not-billed revenue is still present for a client, both annualized recurring revenue and contracted-not-billed revenue associated with such client are deducted from ACV.
As of June 30, 2025, the gross revenue retention rate was 98% compared to 99% as of June 30, 2024. The Company has reported a gross revenue retention rate of at least 98% gross retention in 25 of the last 26 quarters. We believe the consistent and high gross revenue retention rate is a testament to the value proposition that our leading solution offers.
Net Revenue Retention Rate
Net revenue retention rate is the percentage of recurring revenue retained from clients on the platform for 12 months and includes changes from the addition, removal or value of assets on our platform, contractual changes that have an impact to annualized recurring revenues and lost revenue from client attrition. We calculate net revenue retention rate as of a period end by starting with the annualized recurring revenue from clients as of the 12 months prior to such period end. We then calculate the annualized recurring revenue from these clients as of the current period end. We then divide the total current period end annualized recurring revenue by the 12-month prior period end annualized recurring revenue to arrive at the net revenue retention rate.
As of June 30, 2025, the net revenue retention rate was 110%, consistent with the retention rate as of June 30, 2024. Our relationships with our clients expand as these clients add more assets to our platform, with our quarterly net revenue retention rates between 110% and 114% in 2025. The current quarter net retention rate is lower than Q1 2025 primarily due to the inclusion of the net retention of the acquired businesses within our consolidated metric which at present are lower
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than historical Clearwater retention. Absent the inclusion of the acquired businesses, the net retention rate remained consistent with the rates reported in Q1 2025.
Non-GAAP Financial Measures
We also consider certain non-GAAP financial measures that are not prepared in accordance with U.S. GAAP, such as Adjusted EBITDA and Adjusted EBITDA Margin, in measuring the performance of our business. The non-GAAP measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. However, we believe that this non-GAAP information is useful as an additional means for investors to evaluate our operating performance, when reviewed in conjunction with our GAAP financial statements. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP, and because these amounts are not determined in accordance with GAAP, they should not be used exclusively in evaluating our business and operations. In addition, undue reliance should not be placed upon non-GAAP or operating information because this information is neither standardized across companies nor subjected to the same control activities and audit procedures that produce our GAAP financial results.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA and Adjusted EBITDA Margin are supplemental performance measures that our management uses to assess our operating performance. We define Adjusted EBITDA as net income plus (i) interest expense, (ii) depreciation and amortization, (iii) equity-based compensation expense and related payroll taxes, (iv) tax receivable agreement expense, (v) transaction expenses, (vi) provision for (benefit from) income taxes, and (vii) other income, net. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue.
The following tables reconcile net income to Adjusted EBITDA and include amounts expressed as a percentage of revenue for the periods indicated.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except percentages) | (in thousands, except percentages) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | (24,151) | (13 | %) | $ | 276 | 0 | % | $ | (17,215) | (6 | %) | $ | 2,511 | 1 | % | |||||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | 13,464 | 7 | % | 1,082 | 1 | % | 14,383 | 5 | % | 2,181 | 1 | % | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 23,606 | 13 | % | 2,941 | 3 | % | 26,752 | 9 | % | 5,491 | 3 | % | |||||||||||||||||||||||||||||||||||
| Equity-based compensation expense and related payroll taxes | 38,843 | 21 | % | 25,151 | 24 | % | 66,405 | 22 | % | 53,632 | 26 | % | |||||||||||||||||||||||||||||||||||
| Tax receivable agreement expense | — | 0 | % | 5,915 | 6 | % | — | 0 | % | 6,201 | 3 | % | |||||||||||||||||||||||||||||||||||
Transaction expenses(1) | 10,433 | 6 | % | 875 | 1 | % | 17,713 | 6 | % | 1,678 | 1 | % | |||||||||||||||||||||||||||||||||||
| Amortization of prepaid management fees and reimbursable expenses | 10 | 0 | % | 637 | 2 | % | 10 | 0 | % | 1,172 | 2 | % | |||||||||||||||||||||||||||||||||||
| Provision for (benefit from) income tax expense | (2,347) | (1 | %) | 79 | 0 | % | (797) | 0 | % | (19) | 0 | % | |||||||||||||||||||||||||||||||||||
| Other income, net | (1,546) | (1 | %) | (3,508) | (3 | %) | (3,869) | (1 | %) | (7,197) | (3 | %) | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 58,312 | 32 | % | $ | 33,448 | 31 | % | $ | 103,382 | 33 | % | $ | 65,650 | 31 | % | |||||||||||||||||||||||||||||||
| Revenue | $ | 181,937 | 100 | % | $ | 106,791 | 100 | % | $ | 308,801 | 100 | % | $ | 209,510 | 100 | % | |||||||||||||||||||||||||||||||
(1) Transaction expenses primarily consist of severance costs, transaction related bonuses, professional & legal fees and administrative costs for closed acquisitions.
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Results of Operations
The following tables set forth our results of operations for the three and six months ended June 30, 2025 and 2024 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Revenue | $ | 181,937 | $ | 106,791 | $ | 308,801 | $ | 209,510 | |||||||||||||||
Cost of revenue(1) | 63,423 | 29,890 | 97,347 | 58,069 | |||||||||||||||||||
| Gross profit | 118,514 | 76,901 | 211,454 | 151,441 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
Research and development(1) | 49,755 | 35,360 | 87,154 | 73,036 | |||||||||||||||||||
Sales and marketing(1) | 39,221 | 15,169 | 58,853 | 31,480 | |||||||||||||||||||
General and administrative(1) | 44,118 | 22,528 | 72,945 | 43,248 | |||||||||||||||||||
| Total operating expenses | 133,094 | 73,057 | 218,952 | 147,764 | |||||||||||||||||||
| Income (loss) from operations | (14,580) | 3,844 | (7,498) | 3,677 | |||||||||||||||||||
| Interest expense | 13,464 | 1,082 | 14,383 | 2,181 | |||||||||||||||||||
| Tax receivable agreement expense | — | 5,915 | — | 6,201 | |||||||||||||||||||
| Other income, net | (1,546) | (3,508) | (3,869) | (7,197) | |||||||||||||||||||
| Income (loss) before income taxes | (26,498) | 355 | (18,012) | 2,492 | |||||||||||||||||||
| Provision for (benefit from) income taxes | (2,347) | 79 | (797) | (19) | |||||||||||||||||||
| Net income (loss) | (24,151) | 276 | (17,215) | 2,511 | |||||||||||||||||||
| Less: Net income (loss) attributable to non-controlling interests | (926) | 706 | (663) | 1,044 | |||||||||||||||||||
| Net income (loss) attributable to Clearwater Analytics Holdings, Inc. | $ | (23,225) | $ | (430) | $ | (16,552) | $ | 1,467 | |||||||||||||||
(1)Amounts include equity-based compensation as follows:
| Cost of revenue | $ | 4,619 | $ | 3,273 | $ | 8,083 | $ | 6,419 | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 8,792 | 9,182 | 17,490 | 18,093 | |||||||||||||||||||
| Sales and marketing | 10,182 | 2,692 | 14,191 | 6,513 | |||||||||||||||||||
| General and administrative | 13,955 | 9,711 | 21,496 | 18,058 | |||||||||||||||||||
| Total equity-based compensation expense | $ | 37,548 | $ | 24,858 | $ | 61,260 | $ | 49,083 | |||||||||||||||
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The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue for the periods indicated.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||||||||
| Cost of revenue | 35 | % | 28 | % | 32 | % | 28 | % | |||||||||||||||
| Gross profit | 65 | % | 72 | % | 68 | % | 72 | % | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 27 | % | 33 | % | 28 | % | 35 | % | |||||||||||||||
| Sales and marketing | 22 | % | 14 | % | 19 | % | 15 | % | |||||||||||||||
| General and administrative | 24 | % | 21 | % | 24 | % | 21 | % | |||||||||||||||
| Total operating expenses | 73 | % | 68 | % | 71 | % | 71 | % | |||||||||||||||
| Income (loss) from operations | (8 | %) | 4 | % | (2 | %) | 2 | % | |||||||||||||||
| Interest expense | 7 | % | 1 | % | 5 | % | 1 | % | |||||||||||||||
| Tax receivable agreement expense | 0 | % | 6 | % | 0 | % | 3 | % | |||||||||||||||
| Other income, net | (1 | %) | (3 | %) | (1 | %) | (3 | %) | |||||||||||||||
| Income (loss) before income taxes | (15 | %) | 0 | % | (6 | %) | 1 | % | |||||||||||||||
| Provision for (benefit from) income taxes | (1 | %) | 0 | % | 0 | % | 0 | % | |||||||||||||||
| Net income (loss) | (13 | %) | 0 | % | (6 | %) | 1 | % | |||||||||||||||
Comparison of the three and six months ended June 30, 2025 and 2024 (unaudited)
Revenue
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 181,937 | $ | 106,791 | $ | 75,146 | 70 | % | $ | 308,801 | $ | 209,510 | $ | 99,291 | 47 | % | ||||||||||||||||||||||||||||||||||
Revenue increased $75.1 million and $99.3 million for the three and six months ended June 30, 2025 as compared to the corresponding period in 2024. The increase was due to new clients brought onto our Clearwater platform which resulted in an increase in revenue of $8.4 million and $14.9 million for the three and six months ended June 30, 2025, respectively; acquired customer base related to the Enfusion and Beacon acquisitions of $42.5 million and $8.8 million, respectively; and changes to our existing clients’ assets on our Clearwater platform and increasing revenue which is not related to assets on our platform. Average assets on our Clearwater platform that were billed to new and existing clients increased 11% and 12% for the three and six months ended June 30, 2025, respectively, as compared to the corresponding period in 2024. Average basis point rate billed to clients increased by 6.0% and 4.1% for the three and six months ended June 30, 2025, respectively, compared to the corresponding period in 2024.
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Cost of Revenue
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | $ | 4,619 | $ | 3,273 | $ | 1,346 | 41 | % | $ | 8,083 | $ | 6,419 | $ | 1,664 | 26 | % | |||||||||||||||||||||||||||||||
| All other cost of revenue | 58,804 | 26,617 | 32,187 | 121 | % | 89,264 | 51,650 | 37,614 | 73 | % | |||||||||||||||||||||||||||||||||||||
| Total cost of revenue | $ | 63,423 | $ | 29,890 | $ | 33,533 | 112 | % | $ | 97,347 | $ | 58,069 | $ | 39,278 | 68 | % | |||||||||||||||||||||||||||||||
| Percent of revenue | 35 | % | 28 | % | 32 | % | 28 | % | |||||||||||||||||||||||||||||||||||||||
Cost of revenue changed as follows:
| Change From 2024 to 2025 QTD | Change From 2024 to 2025 YTD | ||||||||||
| (in thousands) | |||||||||||
| Increased depreciation and amortization | $ | 14,985 | $ | 15,647 | |||||||
| Increased payroll and related costs | 11,929 | 15,521 | |||||||||
| Increased data costs | 3,164 | 4,171 | |||||||||
| Increased technology costs | 1,951 | 2,037 | |||||||||
| Increased equity-based compensation | 1,346 | 1,664 | |||||||||
| Other items | 158 | 238 | |||||||||
| Total change | $ | 33,533 | $ | 39,278 | |||||||
The increase in cost of revenue for the three and six months ended June 30, 2025 was primarily due to increased depreciation and amortization of acquired intangible assets from the acquisitions completed in April 2025, increased payroll and related costs as a result of headcount growth from acquisitions of $9.2 million in the three and six months ended June 30, 2025, increases in merit-based compensation, changes in our employee base leading to higher compensation, and increased equity-related payroll taxes for vested equity awards. In addition, cost of revenue increased due to higher data costs for acquiring vendor data contracts, increased technology costs from higher utilization of third-party cloud computing services and other third-party IT services, and increased equity-based compensation due to grants of additional awards to employees.
Operating Expenses
Research and Development
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | $ | 8,792 | $ | 9,182 | $ | (390) | (4 | %) | $ | 17,490 | $ | 18,093 | $ | (603) | (3 | %) | ||||||||||||||||||||||||||||||||||
| All other research and development | 40,963 | 26,178 | 14,785 | 56 | % | 69,664 | 54,943 | 14,721 | 27 | % | ||||||||||||||||||||||||||||||||||||||||
| Total research and development | $ | 49,755 | $ | 35,360 | $ | 14,395 | 41 | % | $ | 87,154 | $ | 73,036 | $ | 14,118 | 19 | % | ||||||||||||||||||||||||||||||||||
| Percent of revenue | 27 | % | 33 | % | 28 | % | 35 | % | ||||||||||||||||||||||||||||||||||||||||||
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Research and development expenses changed as follows:
| Change From 2024 to 2025 QTD | Change From 2024 to 2025 YTD | ||||||||||
| (in thousands) | |||||||||||
| Increased payroll and related costs | $ | 11,525 | $ | 9,338 | |||||||
| Increased technology cost | 1,806 | 3,284 | |||||||||
| Increased outside services and contractors costs | 614 | 653 | |||||||||
| Other items | 450 | 843 | |||||||||
| Total change | $ | 14,395 | $ | 14,118 | |||||||
The increase in research and development expenses for the three and six months ended June 30, 2025 was primarily due to increased payroll and related costs as a result of headcount growth from acquisitions of $10.5 million in the three and six months ended June 30, 2025, increases in merit-based compensation, changes in our employee base leading to higher compensation, and partially offset by decreased equity-related payroll taxes for vested equity awards. In addition, research and development expenses increased due to increased technology costs from higher utilization of third-party cloud computing services and other third-party IT services, and increased outside services and contractors costs related to the Bistro Asset Acquisition.
Sales and Marketing
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | $ | 10,182 | $ | 2,692 | $ | 7,490 | 278 | % | $ | 14,191 | $ | 6,513 | $ | 7,678 | 118 | % | ||||||||||||||||||||||||||||||||||
| All other sales and marketing | 29,039 | 12,477 | 16,562 | 133 | % | 44,662 | 24,967 | 19,695 | 79 | % | ||||||||||||||||||||||||||||||||||||||||
| Total sales and marketing | $ | 39,221 | $ | 15,169 | $ | 24,052 | 159 | % | $ | 58,853 | $ | 31,480 | $ | 27,373 | 87 | % | ||||||||||||||||||||||||||||||||||
| Percent of revenue | 22 | % | 14 | % | 19 | % | 15 | % | ||||||||||||||||||||||||||||||||||||||||||
Sales and marketing expense changed as follows:
| Change From 2024 to 2025 QTD | Change From 2024 to 2025 YTD | ||||||||||
| (in thousands) | |||||||||||
| Increased payroll and related costs | $ | 8,717 | $ | 11,570 | |||||||
| Increased equity-based compensation | 7,490 | 7,678 | |||||||||
| Increased depreciation and amortization | 4,761 | 4,779 | |||||||||
| Increased marketing expense | 1,084 | 859 | |||||||||
| Increased facility costs | 501 | 798 | |||||||||
| Increased technology costs | 357 | 485 | |||||||||
| Other items | 1,142 | 1,204 | |||||||||
| Total change | $ | 24,052 | $ | 27,373 | |||||||
The increase in sales and marketing expense for the three and six months ended June 30, 2025 was primarily due to increased payroll and related costs as a result of headcount growth from acquisitions of $5.6 million in the three and six months ended June 30, 2025 and increases in merit-based compensation, increased equity-based compensation due to grants of additional awards to employees, and movement of a key employee from research and development to sales and marketing with a change in responsibilities, increased depreciation and amortization of acquired intangible assets, increased marketing expense related to company-hosted marketing events, increased allocation of facilities cost due to additional office space, and increased technology costs from higher utilization of third-party cloud computing services and other third-party IT services.
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General and Administrative
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | $ | 13,955 | $ | 9,711 | $ | 4,244 | 44 | % | $ | 21,496 | $ | 18,058 | $ | 3,438 | 19 | % | ||||||||||||||||||||||||||||||||||
| All other general and administrative | 30,163 | 12,817 | 17,346 | 135 | % | 51,449 | 25,190 | 26,259 | 104 | % | ||||||||||||||||||||||||||||||||||||||||
| Total general and administrative | $ | 44,118 | $ | 22,528 | $ | 21,590 | 96 | % | $ | 72,945 | $ | 43,248 | $ | 29,697 | 69 | % | ||||||||||||||||||||||||||||||||||
| Percent of revenue | 24 | % | 21 | % | 24 | % | 21 | % | ||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses changed as follows:
| Change From 2024 to 2025 QTD | Change From 2024 to 2025 YTD | ||||||||||
| (in thousands) | |||||||||||
| Increased payroll and related costs | $ | 10,744 | $ | 12,257 | |||||||
| Increased equity-based compensation | 4,244 | 3,438 | |||||||||
| Increased outside services and contractors | 2,053 | 8,512 | |||||||||
| Increased facility costs | 1,524 | 1,559 | |||||||||
| Increased technology costs | 809 | 1,056 | |||||||||
| Increased depreciation and amortization | 692 | 686 | |||||||||
| Increased insurance costs | 562 | 610 | |||||||||
| Other items | 962 | 1,579 | |||||||||
| Total change | $ | 21,590 | $ | 29,697 | |||||||
The increase in general and administrative expense for the three and six months ended June 30, 2025 was primarily due to increased payroll and related costs due to headcount growth from acquisitions of $10.3 million in the three and six months ended June 30, 2025, increases in merit-based compensation, increased equity-based compensation due to grants of additional awards to employees, include new grants to employees from acquired entities of $3.8 million in the three and six months ended June 30, 2025, increased outside services and contractors related to legal, consulting and accounting professional services supporting the Enfusion, Beacon and Bistro acquisitions, increased allocation of facilities cost due to additional office space, increased technology costs from higher utilization of third-party cloud computing services and other third-party IT services, increased depreciation and amortization of acquired intangible assets, and increased insurance costs related to directors and officers liability insurance.
Non-Operating Expenses
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense | $ | 13,464 | $ | 1,082 | $ | 12,382 | 1,144 | % | $ | 14,383 | $ | 2,181 | $ | 12,202 | 559 | % | ||||||||||||||||||||||||||||||||||
| Tax receivable agreement expense | $ | — | $ | 5,915 | $ | (5,915) | (100 | %) | $ | — | $ | 6,201 | $ | (6,201) | (100 | %) | ||||||||||||||||||||||||||||||||||
| Other income, net | $ | (1,546) | $ | (3,508) | $ | (1,962) | (56 | %) | $ | (3,869) | $ | (7,197) | $ | (3,328) | (46 | %) | ||||||||||||||||||||||||||||||||||
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Interest expense increased in the three and six months ended June 30, 2025 mainly due to the newly obtained borrowings under the 2025 Credit Agreement with an average aggregate principal outstanding balance of $937.3 million and weighted average interest rate of 6.53% in the three and six months ended June 30, 2025.
There was no tax receivable agreement expense in the three months ended June 30, 2025 as all obligations of the tax receivable agreement have been fully paid in accordance with the TRA Amendment in 2024 and no further tax receivable agreement expense is expected in the future.
Other income, net relates to interest income, foreign exchange gains and losses which is driven by fluctuations in exchange rates, and gains and losses related to our investments.
Provision for (Benefit from) Income Taxes
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Provision for (benefit from) income taxes | $ | (2,347) | $ | 79 | $ | (2,426) | (3071 | %) | $ | (797) | $ | (19) | $ | (778) | (4095 | %) | ||||||||||||||||||||||||||||||||||
The provision for (benefit from) income taxes for the three months ended June 30, 2025 decreased due to the valuation allowance release on most of our U.S. net deferred tax assets in the fourth quarter of 2024. The provision for (benefit from) income taxes in the current year includes taxes on our U.S. income (losses) whereas no taxes were provided for on our U.S. income in the prior year due to the valuation allowance. The benefit from income taxes for the six months ended June 30, 2025 increased due to the valuation allowance release on most of our U.S. net deferred tax assets in the fourth quarter of 2024 as well as a decrease in year to date and forecasted pretax profit for the year. The decreased pretax profit is largely attributable to one time expenses related to the acquisitions of Enfusion and Beacon, amortization of intangibles from the acquisitions of Enfusion and Beacon, as well as increased interest expense from debt incurred to fund the acquisitions of Enfusion and Beacon.
Liquidity and Capital Resources
To date, we have primarily financed our operations through cash flows from operations and financing activities.
As of June 30, 2025, we had total cash, cash equivalents and investments of $71.9 million, including cash and cash equivalents of $68.4 million, and short-term investments of $3.5 million. Cash, cash equivalents and short-term investments primarily consist of highly-liquid investments in money market funds and certificates of deposit.
We believe our existing cash and cash equivalents, together with cash expected to be generated from operations, borrowings available under our 2025 Revolving Facility, and our access to capital markets, will be sufficient to meet our operating working capital, capital expenditure and debt repayment requirements over the next 12 months. Our future financing requirements will depend on many factors, including our growth rate, revenue retention rates, the timing and extent of spending to support development of our platform and any future investments or acquisitions we may make.
The following table shows our cash flows from operating activities, investing activities and financing activities for the stated periods:
| Six Months Ended June 30, | |||||||||||
| 2025 | 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) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 2,259 | (251) | |||||||||
| Change in cash and cash equivalents during the period | $ | (108,946) | $ | (31,670) | |||||||
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Cash Flows from Operating Activities
Net cash provided by operating activities of $71.6 million during the six months ended June 30, 2025 was primarily the result of our net loss adjusted by non-cash charges, including equity-based compensation, operating lease expense, depreciation and amortization, and cash flows resulting from decrease in changes in operating assets and liabilities of $7.5 million. This primarily includes a decrease in accounts receivable of $10.3 million, which is comprised of a decrease of $4.3 million from acquired entities, net of accounts receivable acquired on acquisition dates, an increase of $3.5 million from growth in Clearwater revenues, offset by a $9.6 million decrease due to collection of aged receivable balances. Prepaid expenses and other assets increased $11.4 million due to the timing of prepaid subscriptions with software vendors. Accrued expenses and other liabilities decreased $5.0 million primarily due to 2024 bonus payment in the first quarter of 2025, partially offset by increase in professional legal services fees in connection with the Bistro, Enfusion and Beacon acquisitions and accrued bonus for 2025.
Net cash provided by operating activities of $54.0 million during the six months ended June 30, 2024 was primarily the result of our net income plus non-cash charges, including equity-based compensation, operating lease expense and depreciation and amortization. Cash flows resulting from changes in assets and liabilities include an increase in accounts receivable of $4.7 million, which is comprised of a $7.2 million increase from growth in revenues, offset by a $2.5 million decrease due to the collection of aged receivable balances. Prepaid expenses and other assets increased $1.1 million primarily due to the receipt of R&D tax credit refunds related to JUMP. Deferred contract acquisition costs increased $1.8 million as a result of growth in sales leading to higher commission payouts. Accrued expenses and other liabilities decreased $4.2 million primarily due to 2023 bonus payment in the first quarter of 2024 and payments related to our operating leases, offset by an increase in deferred revenue as a result of revenue growth. Tax receivable agreement liability increased $4.4 million due to the timing of tax payments for the year ended December 31, 2023 and the accrual of current year’s liability.
Cash Flows from Investing Activities
Net cash used in investing activities of $984.3 million during the six months ended June 30, 2025 was primarily due to the acquisitions of Enfusion and Beacon of $1,074.8 million and the payment of the holdback liability related to the Bistro acquisition of $10.0 million, which was partially offset by $89.5 million in proceeds from the sale of available-for-sale investments and $20.4 million in proceeds from maturities of investments in held-to-maturity investments.
Net cash used in investing activities of $53.7 million during the six months ended June 30, 2024 was primarily due to the acquisition of Wilshire Technology of $40.1 million, the purchase of $67.4 million available-for-sale investments, the purchase of $3.0 million of held-to-maturity investments and $2.9 million attributable to the purchase of property and equipment, including internally developed software, which was offset by $59.8 million in proceeds from the sale and maturity of investments.
Cash Flows from Financing Activities
Net cash provided by financing activities of $801.6 million during the six months ended June 30, 2025 was primarily due to $924.5 million in proceeds from borrowings, net of payment of debt issuance costs, and $3.3 million of proceeds from the employee stock purchase plan, which was offset by a $97.1 million repayment of borrowings and $29.3 million payment of tax withholding on behalf of employees related to net share settlement.
Net cash used in financing activities during the six months ended June 30, 2024 was $31.7 million, of which $33.1 million was used to pay tax withholding on behalf of employees related to net share settlement, $0.8 million was used for the payment of the holdback liability related to the JUMP acquisition, and $0.7 million was used for repayment of borrowings, which was primarily offset by $2.8 million of proceeds from the employee stock purchase plan.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements and related notes, which have been prepared in accordance with GAAP. We review the accounting policies used in reporting our financial results on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities.
On an ongoing basis, we evaluate the process we use to develop estimates. We base our estimates on historical experience and on other information that we believe is reasonable for making judgments at the time the estimates are made. Actual results may differ from our estimates due to actual outcomes being different from those on which we based our assumptions.
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There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in the Annual Report under the caption “Critical Accounting Estimates” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, set forth in Part II, Item 7, except for the following accounting policy and specific estimates resulting from the business combinations completed during the three and six months ended June 30, 2025 that involve a greater degree of judgment and complexity.
Business Combinations
We allocate the fair value of the purchase consideration of a business acquisition to the tangible assets, liabilities, and intangible assets acquired, based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Our valuation of acquired assets and assumed liabilities requires significant estimates, especially with respect to intangible assets. The valuation of intangible assets, in particular, requires that we use valuation techniques such as the income approach. The income approach includes the use of a discounted cash flow model, which includes discounted cash flow scenarios and requires the following significant estimates: future expected revenue, expenses, capital expenditures and other costs, and discount rates. We estimate the fair value based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed. Acquisition-related expenses and related restructuring costs are recognized separately from the business combination and are expensed as incurred.
Recent Accounting Pronouncements
There are no recent accounting pronouncements during the six months ended June 30, 2025 that are applicable to the Company.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
AUM Market Price Risk
The majority of our revenue is derived from fees that are primarily based on the amount of assets on our Clearwater platform. These fees are stated in basis points, or 1/100th of 1%. Though in substantially all cases we charge a minimum fee regardless of the assets that are loaded onto our platform, our revenues fluctuate based on the value of the assets that our clients maintain on our platform. A total of $8.8 trillion of assets was loaded on our platform as of December 31, 2024. Movements in funds invested between different securities or fluctuations in securities prices or investment performance could cause the value of AUM to decline, which would result in lower fees we receive from our clients.
Interest Rate Risk
We have interest rate risk relating to debt and associated interest expense under the 2025 Credit Agreement. At any time, a rise in interest rates could have a material adverse impact on our earnings and cash flows. Conversely, a decrease in interest rates could result in material increase in earnings and cash flows. We estimate that a hypothetical increase or decrease in SOFR of 100 basis points would increase or decrease, respectively, our interest expense by $9.0 million on an annual basis under the 2025 Credit Agreement at June 30, 2025.
Inflation
Our business, financial condition and results of operations may be impacted by macroeconomic conditions, including rising inflation. Although our operations have been impacted by rising inflation from time to time, we currently do not believe that inflation has had a material direct effect on our overall business, financial condition or results of operations. However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset higher costs through price increases and our inability or failure to do so could potentially harm our business, financial condition, and results of operations.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
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1934, as amended (the “Exchange Act”)). Based on that evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective as of such date.
Changes in Internal Control Over Financial Reporting
During the quarter ended June 30, 2025, no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of
compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost–effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we are subject to certain legal proceedings and claims that arise in the normal course of business. In the opinion of our management, we are not involved in any litigation or proceedings with third parties that we believe could have a material adverse effect on our results of operations, financial condition or business.
Item 1A. Risk Factors.
In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in the “Risk Factors” section of our Annual Report. There have been no material changes to the risk factors disclosed in the “Risk Factors” section of our Annual Report.
In addition to our results determined in accordance with U.S. GAAP, we believe certain non-GAAP measures may be useful in evaluating our operating performance. We present certain non-GAAP financial measures in our Annual Report on Form 10-K and each Quarterly Report on Form 10-Q, and intend to continue to present certain non-GAAP financial measures in future filings with the SEC and other public statements. Any failure to accurately report and present our non-GAAP financial measures could cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock.
Item 2. Unregistered Sales of Equity Securities.
In connection with the completion of the Company’s acquisition of Beacon, the Company issued 7,858,675 shares of Class A common stock as part of the consideration paid for the acquisition on April 30, 2025. The Class A common stock was issued in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the three months ended June 30, 2025, the following officer adopted a “Rule 10b5-1 trading arrangement
| Name and Title | Date | Action | Expiration Date | Total Shares Subject to Plan | ||||||||||||||||||||||
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Item 6. Exhibits.
Exhibits filed or furnished herewith are designated by an asterisk (*); all exhibits not so designated are incorporated by reference to a prior filing as indicated.
| Exhibit Number | Description | Report or Registration Statement | SEC File or Registration Number | Exhibit Reference | |||||||||||||
| 2.1 | Agreement and Plan of Merger, dated as of January 10, 2025, by and among Clearwater Analytics Holdings, Inc., Enfusion, Inc., Enfusion Ltd. LLC, Poseidon Acquirer, Inc., Poseidon Merger Sub I, Inc. and Poseidon Merger Sub II, LLC | 8-K filed January 13, 2025 | 001-40838 | ||||||||||||||
| 2.2 | Agreement and Plan of Merger and Reorganization, dated as of March 11, 2025, by and among Clearwater Analytics Holdings, Inc., Beacon Platform Incorporated, BluePoint Merger Sub I, Inc., BluePoint Merger Sub II, Inc. and Shareholder Representative Services LL, as Equityholder Representative. | 8-K filed March 12, 2025 | 001-40838 | ||||||||||||||
| 3.1 | Amended and Restated Certificate of Incorporation of Clearwater Analytics Holdings, Inc., dated September 27, 2021 | 8-K filed September 28, 2021 | 001-40838 | 3.1 | |||||||||||||
| 3.2 | Amended and Restated Bylaws of Clearwater Analytics Holdings, Inc., dated September 27, 2021 | 8-K filed September 28, 2021 | 001-40838 | 3.2 | |||||||||||||
| 3.3 | Certificate of Retirement of Class C common stock and Class D common stock of Clearwater Analytics Holdings, Inc. | 8-K filed June 16, 2025 | 001-40838 | 3.1 | |||||||||||||
| 10.1** | Credit Agreement, dated as of April 21, 2025, by and among CWAN Acquisition, LLC, a Delaware limited liability company, as holdings, Clearwater Analytics, LLC, a Delaware limited liability company, as the borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent | 8-K filed April 21, 2025 | 001-40838 | 10.1 | |||||||||||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||
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| +101.INS | Inline XBRL Instance Document | ||||||||||||||||
| +101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||||||||||||||
| +101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||||||||
| +101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||||||||||||||
| +101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||||||||||||
| +101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||||||||||||||
______________________________
*Filed herewith.
** Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Clearwater hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Clearwater Analytics Holdings, Inc. | ||||||||
Date: August 6, 2025 | By: | /s/ Jim Cox | ||||||
| Jim Cox | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial and Accounting Officer and Authorized Signatory) | ||||||||
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Source:
FAQ
Why is Banzai International (BNZI) filing this S-3/A amendment?
To register 1,502,826 Class A shares for resale by prior M&A sellers and creditors, replacing interim OpenReel financials per SEC comment.
Will BNZI receive any cash from the sale of these shares?
No. The company receives no proceeds from stockholder sales; only nominal cash if $0.0001 pre-funded warrants are exercised.
How much potential dilution does the registration create?
The 1.5 m shares equal roughly 51 % of BNZI鈥檚 2.94 m outstanding Class A shares, before considering other convertible securities.
What recent financings has BNZI completed?
June 2025: $11 m 10 % OID secured convertible notes; March 2025: $4 m Agile note at 44 % APR; SEPA sales to Yorkville raised $8.4 m.
Is BNZI currently compliant with Nasdaq listing rules?
Compliance remains uncertain; despite 1-for-50 and 1-for-10 reverse splits, Nasdaq has not confirmed regaining the $1 bid price rule.
How do the OpenReel and Vidello acquisitions impact financials?
Vidello adds $6.5 m TTM revenue and $2 m EBITDA; management expects combined acquisitions to shrink yearly losses to ~$1.3 m.
Clearwater Analytics Hldgs Inc
NYSE:CWAN
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5.52B
256.47M
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4.98%
Software - Application
Services-prepackaged Software
United States
BOISE