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Exhibit 99.1
Clearwater Analytics Announces Fourth Quarter and
Full Year 2021 Financial Results
Q4 2021 Revenue of $69.8 million, up 27% year-over-year
Full Year 2021 Revenue of $252.0 million, up 24% year-over-year
Q4 2021 Gross Revenue Retention Rate of 98%; Net Revenue Retention Rate of 111%
BOISE, Idaho — March 2, 2022 — Clearwater Analytics Holdings, Inc. (NYSE: CWAN) (“Clearwater Analytics” or the “Company”), an industry-leading SaaS solution for automated investment data aggregation, reconciliation, accounting, and reporting, announced today its financial results for the quarter and year ended December 31, 2021.
|
|
Fourth Quarter 2021 |
|
Full Year 2021 |
Revenue |
|
$69.8 million |
|
$252.0 million |
Year-over-Year Revenue Growth % |
|
27.4% |
|
24.0% |
Annualized Recurring Revenue (ARR)1 |
|
|
|
$277.8 million |
Year-over-Year ARR Growth % |
|
|
|
26.3% |
Net Income (Loss)2 |
|
$0.1 million |
|
$(8.1) million |
Net Income/(Loss) Margin % |
|
0.2% |
|
(3.2%) |
Adjusted EBITDA |
|
$20.1 million |
|
$72.7 million |
Adjusted EBITDA Margin % |
|
28.8% |
|
28.8% |
1ARR is a point in time metric, therefore fourth quarter 2021 and full year 2021 results are the same. |
||||
2Net loss in full year 2021 included a $10.3 million loss on debt extinguishment in third quarter 2021. |
||||
“Clearwater Analytics had an extremely strong quarter as we continue to enable our clients to grow faster. Clients are choosing our SaaS platform to provide them with the freedom to invest in new asset classes and geographies and to acquire new books of business, all without dramatically increasing operational expenses,” said Sandeep Sahai, Chief Executive Officer, Clearwater Analytics. “We are pleased that our fourth quarter and full year 2021 results continue the consistent, reliable, and durable growth trend we have achieved over the last several years. We continue to expand into international markets, as evidenced by the signing of Athora, an acquisitive global insurance company. Of the more than 100 new clients added in 2021, nearly 45% left a legacy competitor, further demonstrating the differentiation of our single instance, multi-tenant cloud-native platform in the market.”
Fourth Quarter 2021 Financial Results Summary
Fourth Quarter and Full Year 2021 Key Metrics Summary
ARR is calculated at the end of a period by dividing the recurring revenue in the last month of such period by the number of days in the month and multiplying by 365.
Gross revenue retention rate represents annual contract value (“ACV”) at the beginning of the 12-month period ended on the reporting date less client attrition over the prior 12-month period, divided by ACV at the beginning of the 12-month period, expressed as a percentage. ACV is comprised of annualized recurring revenue plus contracted-not-billed revenue, which represents the estimated annual contracted revenue for new and existing client opportunities prior to revenue recognition.
Net revenue retention rate is the percentage of recurring revenue from clients on the platform for 12 months and includes changes from the addition, removal, or value of assets on our platform, contractual changes that have an impact to annualized recurring revenues and lost revenue from client attrition.
Recent Business Highlights
First Quarter and Full-Year 2022 Guidance
|
|
First Quarter 2022 |
|
Full Year 2022 |
Revenue |
|
~$70 million |
|
$302 million to $304 million |
Year-over-Year Growth % |
|
~23% |
|
~20% |
Adjusted EBITDA |
|
$17 million to $18 million |
|
$80 million to $82 million |
Equity-based compensation |
|
|
|
~$66 million |
Depreciation and Amortization |
|
|
|
~$5 million |
Interest expense |
|
|
|
~$2 million |
Non-GAAP effective tax rate |
|
|
|
29% |
Diluted share count |
|
|
|
~255 million |
Certain components of the guidance given above are provided on a non-GAAP basis only without providing a reconciliation to guidance provided on a GAAP basis. Information is presented in this manner, consistent with Securities and Exchange Commission (the “SEC”) rules, because the preparation of such a reconciliation could not be accomplished without “unreasonable efforts.” The Company does not have access to certain information that would be necessary to provide such a reconciliation, including non-recurring items that are not indicative of the Company’s ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company’s ongoing operations.
Conference Call Details
Clearwater Analytics will hold a conference call and webcast on March 2, 2022, at 5:00 p.m. Eastern time to discuss fourth quarter and full year financial results for 2021, provide a general business update, and respond to analyst questions.
A live webcast of the call will also be available on the Company’s investor relations website. Please visit investors.clearwateranalytics.com at least fifteen minutes prior to the start of the event to register, download and install any necessary audio software.
If you are unable to participate live, a replay of the webcast will be available following the conference call on the Company’s investor relations website, along with the earnings press release, and related financial tables.
About Clearwater Analytics
Clearwater Analytics is a global industry-leading SaaS solution for automated investment data aggregation, reconciliation, accounting, compliance, risk, performance, and reporting. Each day, the Clearwater Analytics solution reports on more than $5.9 trillion in assets for clients that include leading insurers, asset managers, corporations, pension plans, governments, and nonprofit organizations – helping them make the most of their investment portfolio data with a world-class product and client-centric servicing. Investment professionals around the globe trust Clearwater Analytics to deliver timely, validated investment data and analytics.
###
Investor Contact:
J.R. Ritchie | +1 312-632-9779 | investors@clearwateranalytics.com
Media Contact:
Gail Marold | +1 919-229-9141 | press@clearwateranalytics.com
Use of non-GAAP Information
This press release contains certain non-GAAP measures, including non-GAAP gross profit, non-GAAP gross margin, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, and non-GAAP diluted earnings per share.
The non-GAAP measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. However, the Company believes that this non-GAAP information is useful as an additional means for investors to evaluate its operating performance, when reviewed in conjunction with its GAAP financial statements. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP, and because these amounts are not determined in accordance with GAAP, they should not be used exclusively in evaluating the Company's business and operations. In addition, undue reliance should not be placed upon non-GAAP or operating information because this information is neither standardized across companies nor subjected to the same control activities and audit procedures that produce the Company's GAAP financial results.
The Company's non-GAAP statement of operations measures, including non-GAAP gross profit, non-GAAP gross margin, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, and non-GAAP diluted earnings per share, are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of its ongoing operations. These adjusted measures exclude the impact of share-based compensation and eliminate potential differences in results of operations between periods caused by factors such financing and capital structures, taxation positions or regimes, restructuring, impairment and other charges. Please refer to the reconciliations of these measures below to what the Company believes are the most directly comparable measures evaluated in accordance with GAAP.
Use of Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning the Company's possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry 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, but are not the exclusive means of identifying such statements.
Forward-looking statements involve known and unknown risks, uncertainties, and other factors, many of which are beyond Clearwater Analytics’ control, that may cause the Company's actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties may cause actual results to differ materially from Clearwater Analytics’ current expectations and include, but are not limited to, the Company's ability to keep pace with rapid technological change and competitors in its industry, the Company's ability to manage growth, the Company's ability to attract and retain skilled employees, the possibility that the Company's solutions fail to perform properly, disruptions and failures in the Company's and third parties’ computer equipment, cloud-based services, electronic delivery systems, networks and telecommunications systems and infrastructure, the failure to protect the Company, its customers’ and/or its vendors’ confidential information and/or intellectual property, claims of infringement of others’ intellectual property, factors related to the Company's ownership structure and status as a “controlled company” as well as other risks and uncertainties detailed in Clearwater Analytics’ periodic public filings with the SEC, including but not limited to those discussed under "Risk Factors" in the Company's Registration Statement on Form S-1, declared effective on September 23, 2021, in the Annual Report on Form 10-K for the year ended December 31, 2021 that will be filed following this earnings release and in other periodic reports filed by Clearwater Analytics with the SEC. These filings are available at www.sec.gov and on Clearwater Analytics’ website.
Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent management’s beliefs and assumptions only as of the date of this press release. and should not be relied upon as representing Clearwater Analytics’ expectations or beliefs as of any date subsequent to the time they are made. Clearwater Analytics does not undertake to and specifically declines any obligation to update any forward-looking statements that may be made from time to time by or on behalf of Clearwater Analytics.
###
Clearwater Analytics Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except per share amounts, unaudited)
|
|
December 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
254,597 |
|
|
$ |
61,088 |
|
Accounts receivable, net |
|
|
50,190 |
|
|
|
32,882 |
|
Prepaid expenses and other current assets |
|
|
16,551 |
|
|
|
7,550 |
|
Total current assets |
|
|
321,338 |
|
|
|
101,520 |
|
Property and equipment, net |
|
|
10,738 |
|
|
|
8,849 |
|
Deferred contract costs, non-current |
|
|
5,687 |
|
|
|
4,580 |
|
Debt issuance costs - line of credit |
|
|
922 |
|
|
|
420 |
|
Other non-current assets |
|
|
5,670 |
|
|
|
190 |
|
Total assets |
|
$ |
344,355 |
|
|
$ |
115,559 |
|
Liabilities and Stockholders' Equity/ Members' Deficit |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
1,416 |
|
|
$ |
1,340 |
|
Accrued expenses and other current liabilities |
|
|
26,819 |
|
|
|
33,789 |
|
Notes payable, current portion |
|
|
2,750 |
|
|
|
3,077 |
|
Total current liabilities |
|
|
30,985 |
|
|
|
38,206 |
|
Notes payable, less current maturities and unamortized debt issuance costs |
|
|
51,157 |
|
|
|
421,827 |
|
Other long-term liabilities |
|
|
132 |
|
|
|
134 |
|
Total liabilities |
|
|
82,274 |
|
|
|
460,167 |
|
Commitments and contingencies |
|
|
|
|
|
|
||
Stockholders' Equity/ Members' Deficit |
|
|
|
|
|
|
||
Members' deficit |
|
|
— |
|
|
|
(245,806 |
) |
Class A common stock, par value $0.001 per share; 1,500,000,000 shares authorized, 47,948,888 shares issued and outstanding |
|
|
48 |
|
|
|
— |
|
Class B common stock, par value $0.001 per share; 500,000,000 shares authorized, 11,151,110 shares issued and outstanding |
|
|
11 |
|
|
|
— |
|
Class C common stock, par value $0.001 per share; 500,000,000 shares authorized, 47,377,587 shares issued and outstanding |
|
|
47 |
|
|
|
— |
|
Class D common stock, par value $0.001 per share; 500,000,000 shares authorized, 130,083,755 shares issued and outstanding |
|
|
130 |
|
|
|
— |
|
Additional paid-in-capital |
|
|
388,751 |
|
|
|
(98,860 |
) |
Accumulated other comprehensive income (loss) |
|
|
(34 |
) |
|
|
58 |
|
Accumulated Deficit |
|
|
(191,926 |
) |
|
|
— |
|
Total stockholders' equity/ members' deficit attributable to Clearwater Analytics Holdings, Inc. |
|
|
197,027 |
|
|
|
(344,608 |
) |
Noncontrolling interests |
|
|
65,054 |
|
|
|
— |
|
Total stockholders' equity/ members' deficit |
|
|
262,081 |
|
|
|
(344,608 |
) |
Total liabilities and Stockholders' Equity/ Members' Deficit |
|
$ |
344,355 |
|
|
$ |
115,559 |
|
Clearwater Analytics Holdings, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts, unaudited)
|
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
Revenue |
|
$ |
69,762 |
|
|
$ |
54,758 |
|
|
$ |
252,022 |
|
|
$ |
203,222 |
|
Cost of revenue(2) |
|
|
20,180 |
|
|
|
14,047 |
|
|
|
67,864 |
|
|
|
53,263 |
|
Gross profit |
|
|
49,582 |
|
|
|
40,711 |
|
|
|
184,158 |
|
|
|
149,959 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development(2) |
|
|
21,699 |
|
|
|
16,433 |
|
|
|
72,690 |
|
|
|
55,262 |
|
Sales and marketing(2) |
|
|
12,914 |
|
|
|
8,982 |
|
|
|
39,065 |
|
|
|
22,243 |
|
General and administrative(2) |
|
|
14,316 |
|
|
|
27,796 |
|
|
|
43,942 |
|
|
|
43,874 |
|
Recapitalization compensation expenses |
|
|
— |
|
|
|
48,998 |
|
|
|
— |
|
|
|
48,998 |
|
Total operating expenses |
|
|
48,929 |
|
|
|
102,209 |
|
|
|
155,697 |
|
|
|
170,377 |
|
Income (loss) from operations |
|
|
653 |
|
|
|
(61,498 |
) |
|
|
28,461 |
|
|
|
(20,418 |
) |
Interest expense, net |
|
|
421 |
|
|
|
7,430 |
|
|
|
25,682 |
|
|
|
22,854 |
|
Loss on debt extinguishment |
|
|
— |
|
|
|
— |
|
|
|
10,303 |
|
|
|
— |
|
Other (income) expense, net |
|
|
147 |
|
|
|
(157 |
) |
|
|
83 |
|
|
|
56 |
|
Income (loss) before provision for income taxes |
|
|
85 |
|
|
|
(68,771 |
) |
|
|
(7,607 |
) |
|
|
(43,328 |
) |
Provision for income tax expense (benefit) |
|
|
(49 |
) |
|
|
593 |
|
|
|
487 |
|
|
|
902 |
|
Net income (loss) |
|
|
134 |
|
|
|
(69,364 |
) |
|
|
(8,094 |
) |
|
|
(44,230 |
) |
Less: Net income (loss) attributable to noncontrolling interests |
|
|
33 |
|
|
|
— |
|
|
|
119 |
|
|
|
— |
|
Net income (loss) attributable to Clearwater Analytics |
|
$ |
101 |
|
|
$ |
— |
|
|
$ |
(8,213 |
) |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share attributable to Class A and Class D common stock(1): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
$ |
0.00 |
|
|
NMF |
|
|
$ |
(0.05 |
) |
|
NMF |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares of Class A and Class D common stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
177,695,551 |
|
|
NMF |
|
|
|
177,680,507 |
|
|
NMF |
|
||
Diluted |
|
|
252,300,560 |
|
|
NMF |
|
|
|
236,209,204 |
|
|
NMF |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
NMF - not meaningful |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) Basic and diluted net loss per share of Class A and Class D common stock is applicable only for the period from September 24, 2021 to December 31, 2021, which is the period following our initial public offering and related transactions. |
|
|||||||||||||||
(2) Amounts include equity-based compensation as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue |
|
$ |
2,614 |
|
|
$ |
946 |
|
|
$ |
4,786 |
|
|
$ |
1,669 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
4,497 |
|
|
|
2,342 |
|
|
|
10,409 |
|
|
|
4,208 |
|
Sales and marketing |
|
|
3,278 |
|
|
|
2,967 |
|
|
|
7,059 |
|
|
|
3,911 |
|
General and administrative |
|
|
7,068 |
|
|
|
11,645 |
|
|
|
14,441 |
|
|
|
14,814 |
|
Total equity-based compensation expense |
|
$ |
17,457 |
|
|
$ |
17,900 |
|
|
$ |
36,695 |
|
|
$ |
24,602 |
|
Clearwater Analytics Holdings, Inc.
Consolidated Statements of Cash Flows
(In thousands, unaudited)
|
|
Three Months Ended December 31, |
|
|
Year Ended December 31, |
|
||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
134 |
|
|
$ |
(69,364 |
) |
|
$ |
(8,094 |
) |
|
$ |
(44,230 |
) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
1,289 |
|
|
|
668 |
|
|
|
3,493 |
|
|
|
2,271 |
|
Equity-based compensation |
|
|
17,457 |
|
|
|
17,900 |
|
|
|
36,695 |
|
|
|
24,602 |
|
Amortization of deferred contract acquisition costs |
|
|
981 |
|
|
|
774 |
|
|
|
3,385 |
|
|
|
2,340 |
|
Amortization of debt issuance costs, included in interest expense |
|
|
71 |
|
|
|
562 |
|
|
|
1,545 |
|
|
|
2,506 |
|
Debt extinguishment costs |
|
|
— |
|
|
|
— |
|
|
|
10,303 |
|
|
|
— |
|
Deferred tax benefit |
|
|
(648 |
) |
|
|
— |
|
|
|
(648 |
) |
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts receivable, net |
|
|
(1,191 |
) |
|
|
(1,656 |
) |
|
|
(17,308 |
) |
|
|
(6,325 |
) |
Prepaid expenses and other assets |
|
|
(4,446 |
) |
|
|
(611 |
) |
|
|
(13,163 |
) |
|
|
(767 |
) |
Accounts payable |
|
|
167 |
|
|
|
463 |
|
|
|
361 |
|
|
|
67 |
|
Accrued expenses and other liabilities |
|
|
2,345 |
|
|
|
9,920 |
|
|
|
2,779 |
|
|
|
9,746 |
|
Deferred commissions |
|
|
(2,238 |
) |
|
|
(2,191 |
) |
|
|
(5,161 |
) |
|
|
(4,092 |
) |
Accrued sales tax liability |
|
|
(2,301 |
) |
|
|
9,102 |
|
|
|
(8,550 |
) |
|
|
9,102 |
|
Deferred revenue |
|
|
801 |
|
|
|
366 |
|
|
|
18 |
|
|
|
(5 |
) |
Accrued interest on debt |
|
|
(4 |
) |
|
|
1,470 |
|
|
|
(2,297 |
) |
|
|
(1,776 |
) |
Other long-term liabilities |
|
|
— |
|
|
|
76 |
|
|
|
— |
|
|
|
75 |
|
Net cash provided by (used in) operating activities |
|
|
12,417 |
|
|
|
(32,521 |
) |
|
|
3,358 |
|
|
|
(6,486 |
) |
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchases of property and equipment |
|
|
(1,526 |
) |
|
|
(661 |
) |
|
|
(5,025 |
) |
|
|
(3,806 |
) |
Net cash used in investing activities |
|
|
(1,526 |
) |
|
|
(661 |
) |
|
|
(5,025 |
) |
|
|
(3,806 |
) |
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contributions from selling unitholders |
|
|
— |
|
|
|
48,998 |
|
|
|
— |
|
|
|
48,998 |
|
Proceeds from issuance of common unit options |
|
|
— |
|
|
|
— |
|
|
|
1,560 |
|
|
|
— |
|
Proceeds from exercise of options |
|
|
2,571 |
|
|
|
— |
|
|
|
2,830 |
|
|
|
424 |
|
Minimum tax withholding paid on behalf of employees for net unit settlement |
|
|
— |
|
|
|
— |
|
|
|
(2,185 |
) |
|
|
— |
|
Dividend distributed to unitholders |
|
|
— |
|
|
|
(163,258 |
) |
|
|
— |
|
|
|
(163,258 |
) |
Distributions to unitholders for taxes |
|
|
— |
|
|
|
(9,926 |
) |
|
|
— |
|
|
|
(9,926 |
) |
Repurchase of common units |
|
|
— |
|
|
|
— |
|
|
|
(626 |
) |
|
|
(567 |
) |
Repayments of borrowings |
|
|
(688 |
) |
|
|
(770 |
) |
|
|
(434,919 |
) |
|
|
(21,557 |
) |
Payments of costs associated with early repayment of debt |
|
|
— |
|
|
|
— |
|
|
|
(2,029 |
) |
|
|
— |
|
Proceeds from borrowings |
|
|
— |
|
|
|
202,688 |
|
|
|
55,000 |
|
|
|
202,688 |
|
Payment of debt issuance costs |
|
|
— |
|
|
|
(5,761 |
) |
|
|
(1,400 |
) |
|
|
(5,761 |
) |
Proceeds from initial public offering, net of underwriting discounts |
|
|
— |
|
|
|
— |
|
|
|
582,188 |
|
|
|
— |
|
Payment of costs associated with offering |
|
|
(3,281 |
) |
|
|
— |
|
|
|
(5,131 |
) |
|
|
— |
|
Net cash provided by (used in) financing activities |
|
|
(1,398 |
) |
|
|
71,971 |
|
|
|
195,288 |
|
|
|
51,041 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
10 |
|
|
|
156 |
|
|
|
(112 |
) |
|
|
85 |
|
Net increase in cash and cash equivalents during the period |
|
|
9,503 |
|
|
|
38,945 |
|
|
|
193,509 |
|
|
|
40,834 |
|
Cash and cash equivalents, beginning of period |
|
|
245,094 |
|
|
|
22,143 |
|
|
|
61,088 |
|
|
|
20,254 |
|
Cash and cash equivalents, end of period |
|
$ |
254,597 |
|
|
$ |
61,088 |
|
|
$ |
254,597 |
|
|
$ |
61,088 |
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash paid for interest |
|
$ |
266 |
|
|
$ |
5,402 |
|
|
$ |
26,113 |
|
|
$ |
22,182 |
|
Cash paid for income taxes |
|
$ |
501 |
|
|
$ |
247 |
|
|
$ |
802 |
|
|
$ |
429 |
|
NON-CASH INVESTING AND FINANCING ACTIVITES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchase of property and equipment included in accounts payable and accrued expense |
|
$ |
322 |
|
|
$ |
489 |
|
|
$ |
322 |
|
|
$ |
489 |
|
Tax distributions included in accrued expenses |
|
$ |
169 |
|
|
$ |
— |
|
|
$ |
169 |
|
|
$ |
— |
|
Tax liability related to organizational transaction included in accrued expenses |
|
$ |
793 |
|
|
$ |
— |
|
|
$ |
793 |
|
|
$ |
— |
|
Clearwater Analytics Holdings, Inc.
Reconciliation of Net Income to Adjusted EBITDA
(In thousands, unaudited)
|
|
Three Months Ended December 31, |
|
|||||||||||||
|
|
2021 |
|
|
2020 |
|
||||||||||
Net income (loss) |
|
$ |
134 |
|
|
|
0 |
% |
|
$ |
(69,364 |
) |
|
|
(127 |
%) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
421 |
|
|
|
1 |
% |
|
|
7,430 |
|
|
|
14 |
% |
Depreciation and amortization |
|
|
1,289 |
|
|
|
2 |
% |
|
|
668 |
|
|
|
1 |
% |
Equity-based compensation |
|
|
17,457 |
|
|
|
25 |
% |
|
|
17,900 |
|
|
|
33 |
% |
Recapitalization compensation expenses |
|
|
— |
|
|
|
— |
|
|
|
48,998 |
|
|
|
89 |
% |
Other expenses(1) |
|
|
763 |
|
|
|
1 |
% |
|
|
1,116 |
|
|
|
2 |
% |
Adjusted EBITDA |
|
|
20,064 |
|
|
|
29 |
% |
|
|
6,748 |
|
|
|
12 |
% |
Revenue |
|
$ |
69,762 |
|
|
|
100 |
% |
|
$ |
54,758 |
|
|
|
100 |
% |
|
|
Year Ended December 31, |
|
|||||||||||||
|
|
2021 |
|
|
2020 |
|
||||||||||
Net loss |
|
$ |
(8,094 |
) |
|
|
(3 |
%) |
|
$ |
(44,230 |
) |
|
|
(22 |
%) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
25,682 |
|
|
|
10 |
% |
|
|
22,854 |
|
|
|
11 |
% |
Loss on debt extinguishment |
|
|
10,303 |
|
|
|
4 |
% |
|
|
— |
|
|
|
— |
|
Depreciation and amortization |
|
|
3,493 |
|
|
|
1 |
% |
|
|
2,271 |
|
|
|
1 |
% |
Equity-based compensation |
|
|
36,695 |
|
|
|
15 |
% |
|
|
24,602 |
|
|
|
12 |
% |
Recapitalization compensation expenses |
|
|
— |
|
|
|
— |
|
|
|
48,998 |
|
|
|
24 |
% |
Other expenses(1) |
|
|
4,597 |
|
|
|
2 |
% |
|
|
2,555 |
|
|
|
1 |
% |
Adjusted EBITDA |
|
|
72,676 |
|
|
|
29 |
% |
|
|
57,050 |
|
|
|
28 |
% |
Revenue |
|
$ |
252,022 |
|
|
|
100 |
% |
|
$ |
203,222 |
|
|
|
100 |
% |
(1) Other expenses includes management fees to our investors, income taxes, foreign exchange gains and losses and other expenses that are not reflective of our core operating performance including the costs to set up our Up-C structure and Tax Receivable Agreement. |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended December 31, |
|
|
Year Ended December 31, |
|
||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
Up-C structure expenses |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,660 |
|
|
$ |
— |
|
Management fees and reimbursed expenses |
|
|
665 |
|
|
|
680 |
|
|
|
2,367 |
|
|
|
1,597 |
|
Provision for income tax expense (benefit) |
|
|
(49 |
) |
|
|
593 |
|
|
|
487 |
|
|
|
902 |
|
Miscellaneous |
|
|
147 |
|
|
|
(157 |
) |
|
|
83 |
|
|
|
56 |
|
Total other expenses |
|
$ |
763 |
|
|
$ |
1,116 |
|
|
$ |
4,597 |
|
|
$ |
2,555 |
|
Clearwater Analytics Holdings, Inc.
Reconciliation of Free Cash Flow
(In thousands, unaudited)
|
Three Months Ended December 31, |
|
|
Year Ended December 31, |
|
||||||||||
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
Net cash provided by (used in) operating activities |
$ |
12,417 |
|
|
$ |
(32,521 |
) |
|
$ |
3,358 |
|
|
$ |
(6,486 |
) |
Less: Purchases of property and equipment |
|
1,526 |
|
|
|
661 |
|
|
|
5,025 |
|
|
|
3,806 |
|
Free Cash Flow |
$ |
10,891 |
|
|
$ |
(33,182 |
) |
|
$ |
(1,667 |
) |
|
$ |
(10,292 |
) |
Clearwater Analytics Holdings, Inc.
Reconciliation of Non-GAAP Information
(In thousands, except per share amounts, unaudited)
|
Three Months Ended December 31, |
|
|
Year Ended December 31, |
|
||||||||||
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
Revenue |
$ |
69,762 |
|
|
$ |
54,758 |
|
|
$ |
252,022 |
|
|
$ |
203,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
$ |
49,582 |
|
|
$ |
40,711 |
|
|
$ |
184,158 |
|
|
$ |
149,959 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
||||
Equity-based compensation |
|
2,614 |
|
|
|
946 |
|
|
|
4,786 |
|
|
|
1,669 |
|
Depreciation and amortization |
|
473 |
|
|
|
296 |
|
|
|
1,701 |
|
|
|
1,070 |
|
Gross profit, non-GAAP |
$ |
52,669 |
|
|
$ |
41,953 |
|
|
$ |
190,645 |
|
|
$ |
152,698 |
|
As a percentage of revenue, non-GAAP |
|
75 |
% |
|
|
77 |
% |
|
|
76 |
% |
|
|
75 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of Revenue |
$ |
20,180 |
|
|
$ |
14,047 |
|
|
$ |
67,864 |
|
|
$ |
53,263 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
||||
Equity-based compensation |
|
2,614 |
|
|
|
946 |
|
|
|
4,786 |
|
|
|
1,669 |
|
Depreciation and amortization |
|
473 |
|
|
|
296 |
|
|
|
1,701 |
|
|
|
1,070 |
|
Cost of revenue, non-GAAP |
$ |
17,093 |
|
|
$ |
12,805 |
|
|
$ |
61,377 |
|
|
$ |
50,524 |
|
As a percentage of revenue, non-GAAP |
|
25 |
% |
|
|
23 |
% |
|
|
24 |
% |
|
|
25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
$ |
21,699 |
|
|
$ |
16,433 |
|
|
$ |
72,690 |
|
|
$ |
55,262 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
||||
Equity-based compensation |
|
4,497 |
|
|
|
2,342 |
|
|
|
10,409 |
|
|
|
4,208 |
|
Depreciation and amortization |
|
693 |
|
|
|
190 |
|
|
|
1,337 |
|
|
|
761 |
|
Research and development, non-GAAP |
$ |
16,509 |
|
|
$ |
13,901 |
|
|
$ |
60,944 |
|
|
$ |
50,293 |
|
As a percentage of revenue, non-GAAP |
|
24 |
% |
|
|
25 |
% |
|
|
24 |
% |
|
|
25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
$ |
12,914 |
|
|
$ |
8,982 |
|
|
$ |
39,065 |
|
|
$ |
22,243 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
||||
Equity-based compensation |
|
3,278 |
|
|
|
2,967 |
|
|
|
7,059 |
|
|
|
3,911 |
|
Depreciation and amortization |
|
67 |
|
|
|
48 |
|
|
|
249 |
|
|
|
181 |
|
Sales and marketing, non-GAAP |
$ |
9,569 |
|
|
$ |
5,967 |
|
|
$ |
31,757 |
|
|
$ |
18,151 |
|
As a percentage of revenue, non-GAAP |
|
14 |
% |
|
|
11 |
% |
|
|
13 |
% |
|
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
$ |
14,316 |
|
|
$ |
27,796 |
|
|
$ |
43,942 |
|
|
$ |
43,874 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
||||
Equity-based compensation |
|
7,068 |
|
|
|
11,645 |
|
|
|
14,441 |
|
|
|
14,814 |
|
Depreciation and amortization |
|
56 |
|
|
|
134 |
|
|
|
206 |
|
|
|
259 |
|
Management fees and reimbursed expenses |
|
665 |
|
|
|
680 |
|
|
|
2,367 |
|
|
|
1,597 |
|
Up-C structure expenses |
|
— |
|
|
|
— |
|
|
|
1,652 |
|
|
|
— |
|
General and administrative, non-GAAP |
$ |
6,527 |
|
|
$ |
15,337 |
|
|
$ |
25,276 |
|
|
$ |
27,204 |
|
As a percentage of revenue, non-GAAP |
|
9 |
% |
|
|
28 |
% |
|
|
10 |
% |
|
|
13 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from operations |
$ |
653 |
|
|
$ |
(61,498 |
) |
|
$ |
28,461 |
|
|
$ |
(20,418 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
||||
Equity-based compensation |
|
17,457 |
|
|
|
17,900 |
|
|
|
36,695 |
|
|
|
24,602 |
|
Depreciation and amortization |
|
1,289 |
|
|
|
668 |
|
|
|
3,493 |
|
|
|
2,271 |
|
Management fees and reimbursed expenses |
|
665 |
|
|
|
680 |
|
|
|
2,367 |
|
|
|
1,597 |
|
Up-C structure expenses |
|
— |
|
|
|
— |
|
|
|
1,660 |
|
|
|
— |
|
Recapitalization compensation expenses |
|
— |
|
|
|
48,998 |
|
|
|
— |
|
|
|
48,998 |
|
Income (loss) from operations, non-GAAP |
$ |
20,064 |
|
|
$ |
6,748 |
|
|
$ |
72,676 |
|
|
$ |
57,050 |
|
As a percentage of revenue, non-GAAP |
|
29 |
% |
|
|
12 |
% |
|
|
29 |
% |
|
|
28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
$ |
134 |
|
|
$ |
(69,364 |
) |
|
$ |
(8,094 |
) |
|
$ |
(44,230 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
||||
Equity-based compensation |
|
17,457 |
|
|
|
17,900 |
|
|
|
36,695 |
|
|
|
24,602 |
|
Depreciation and amortization |
|
1,289 |
|
|
|
668 |
|
|
|
3,493 |
|
|
|
2,271 |
|
Management fees and reimbursed expenses |
|
665 |
|
|
|
680 |
|
|
|
2,367 |
|
|
|
1,597 |
|
Up-C structure expenses |
|
— |
|
|
|
— |
|
|
|
1,660 |
|
|
|
— |
|
Loss on extinguishment of debt |
|
— |
|
|
|
— |
|
|
|
10,303 |
|
|
|
— |
|
Recapitalization compensation expenses |
|
— |
|
|
|
48,998 |
|
|
|
— |
|
|
|
48,998 |
|
Tax impacts of adjustments to net income (loss)(1) |
|
(5,654 |
) |
|
|
— |
|
|
|
(13,604 |
) |
|
|
— |
|
Net income (loss), non-GAAP |
$ |
13,891 |
|
|
$ |
(1,118 |
) |
|
$ |
32,820 |
|
|
$ |
33,238 |
|
As a percentage of revenue, non-GAAP |
|
20 |
% |
|
|
(2 |
%) |
|
|
13 |
% |
|
|
16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per basic share(2) - basic, non-GAAP |
$ |
0.08 |
|
|
NMF |
|
|
$ |
0.18 |
|
|
NMF |
|
||
Net income (loss) per basic share(2) - diluted, non-GAAP |
$ |
0.06 |
|
|
NMF |
|
|
$ |
0.13 |
|
|
NMF |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding - basic |
|
177,695,551 |
|
|
NMF |
|
|
|
177,680,507 |
|
|
NMF |
|
||
Weighted-average common shares outstanding - diluted |
|
252,300,560 |
|
|
NMF |
|
|
|
252,298,649 |
|
|
NMF |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
NMF - not meaningful |
|
|
|
|
|
|
|
|
|
|
|
||||
(1) The estimated non-GAAP effective tax rate was 29% for the three months ended December 31, 2021 and year ended December 31, 2021, respectively, and has been used to adjust the provision for income taxes for non-GAAP net income and non-GAAP basic and diluted net income per share. |
|
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(2) Basic and diluted net income (loss) per share of Class A and Class D common stock is applicable only for the period from September 24, 2021 to December 31, 2021, which is the period following the initial public offering and related transactions. |
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