Ownership / Clearwater Analytics Holdings, Inc. | Tables in SEC filings

CWAN Clearwater Analytics Holdings, Inc.

Quarterly report

(In thousands, except share amounts, unaudited)

Class A Shares	Class A Amount			Class B Shares			Class B Amount			Class C Shares			Class C Amount			Class D Shares			Class D Amount			Additional Paid in Capital			Accumulated Other Comprehensive Income			Accumulated Deficit			Non- controlling Interest			Total stockholders' equity
Balance at December 31, 2023			127,604,185			$			128	111,191	$			—	32,684,156	$			33	82,955,977	$			83	$	532,507	$	2,909	$	(181,331)	$	55,328	$	409,657	Exercise of options to purchase common stock	626,608			—			—	—			—	—			—	—			91	—	—	13	104	Restricted stock units released	3,344,058			3			—	—	—	—	—	—	—	—	3	Shares withheld for net share settlement and other	(1,635,604)			(1)			—	—	—	—	—	—	(25,083)	—	—	(3,691)	(28,775)	Equity-based compensation	—			—			—	—			—	—			—	—			21,197	—	—	3,119	24,316	Foreign currency translation adjustment	—			—			—	—			—	—			—	—			—	(1,537)	—	(227)	(1,764)	Unrealized loss on available-for-sale investments	—		—	—	—	—	—	—	—	—	(58)	—	(8)	(66)	Net income	—			—			—	—			—	—			—	—			—	—	1,898	338	2,236	Accrued tax distributions payable to Continuing Equity Owners	—			—			—	—			—	—			—	—			—	—	—	505	505	Effect of ownership changes	16,250,000			16			—	—	(5,259,868)	(5)			(10,990,132)	(11)			—	—	9,830	(9,830)	—	Balance at March 31, 2024	146,189,247			$			146	111,191	$			—	27,424,288	$			27	71,965,845	$			72	$	528,712	$	1,314	$	(169,603)	$	45,547	$	406,215	Exercise of options to purchase common stock	836,970			1			—	—			—	—			—	—			5	—	—	—	6	Restricted stock units released	199,874			—			—	—			—	—			—	—			—	—	—	—	—	Shares withheld for net share settlement and other	(638,679)		(1)	—	—			—	—			—	—			(3,824)	—	—	(482)	(4,307)	ESPP shares issued	173,268			—			—	—			—	—			—	—			2,482	—	—	313	2,795	Equity-based compensation	—			—			—	—			—	—			—	—			22,205	—	—	2,800	25,005	Foreign currency translation adjustment	—			—			—	—			—	—			—	—			—	(429)	—	(54)	(483)	Unrealized loss on available-for-sale investments	—			—			—	—			—	—			—	—			—	(53)	—	(7)	(60)	Net income (loss)	—			—			—	—			—	—			—	—			—	—	(430)	706	276	Accrued tax distributions payable to Continuing Equity Owners	—			—			—	—			—	—			—	—			—	—	—	(776)	(776)	Effect of ownership changes	13,661,119			14			—	—	—	—	(13,661,119)	(14)			—	—	(17)	17	—	Balance at June 30, 2024	160,421,799			$			160	111,191	$			—	27,424,288	$			27	58,304,726	$			58	$	549,580	$	832	$	(170,050)	$	48,064	$	428,671	Exercise of options to purchase common stock	867,954		1	—	—	—	—	—	—	89	—	—	11	100	Restricted stock units released	537,259		1	—	—	—	—	—	—	—	—	—	—	1	Shares withheld for net share settlement and other	(679,741)		(1)	—	—	—	—	—	—	(8,513)	—	—	(1,068)	(9,581)	Equity-based compensation	—		—	—	—	—	—	—	—	23,175	—	—	2,910	26,085	Foreign currency translation adjustment	—		—	—	—	—	—	—	—	—	3,458	—	434	3,892	Unrealized gain on available-for-sale investments	—		—	—	—	—	—	—	—	—	336	42	378



Named of Beneficial Owner	Class A of Common Stock Beneficially Owned(1)(2)	Class D of Common Stock Beneficially Owned(1)(3)	Combined Voting Power(4)
5% Stockholders
Entities affiliated with Welsh Carson(5)	-	30,486,588	43.7	%
Entities affiliated with Permira(6)	-	12,266,776	17.6	%
Entities affiliated with Warburg Pincus(7)	-	6,088,609	8.7	%
The Vanguard Group(8)	18,423,753	-	*
Wasatch Advisors, Inc.(9)	14,487,236	-	*
BlackRock, Inc. (10)	12,303,342
Kayne Anderson Rudnick Investment Management LLC(11)	11,299,548	-	*
Named Executive Officers and Directors
Sandeep Sahai(12)	4,711,074	-	*
Jim Cox(13)	1,599,132	-	*
Souvik Das(14)	535,432	-	*
Scott Erickson(15)	950,772	-	*
Subi Sethi(16)	354,654	-	*
Eric Lee (17)	311,320	220,137		*
Jacques Aigrain(18)	70,332	-	*
Kathleen A. Corbet(19)	93,523	-	*
Cary Davis	-	-	-	*
Christopher Hooper(20)	-	55,222	-	*
Lisa Jones	18,731	-	*
D. Scott Mackesy(21)	271,074	191,677		*
Jaswinder Pal Singh	23,241	-	*
Andrew Young	-	-	-	*
All executive officers and directors as a group (14 individuals)	10,039,903	467,036	*


($ in millions)	2021	2022	2023
Domestic Income (Loss) Before Income Taxes	($11)	($9)	($11)
(+) Permanent Items and One-Time Adjustments	23	12	13
Adjusted U.S. GAAP Income⁽¹⁾	$12	$2	$1
(-) Adjusted U.S. GAAP Income⁽²⁾	(33)	(15)	(20)
Adjusted OpCo U.S. GAAP Income⁽²⁾	($21)	($12)	($18)
(+) OpCo Temporary Items	15	84	117
R&D Expenditures⁽³⁾	–	51	69
Stock Based Compensation Expenditures⁽⁴⁾	28	35	47
Other Temporary Items	(13)	(3)	1
(+/-) OpCo Temporary Items Not Attributable to the Company	2	(15)	(17)
U.S. Taxable Income of the Company⁽⁵⁾	($4)	$56	$81


($ in millions)		2024E	2025E	2026E	2027E⁽6⁾	2028E	2029E	2030E
Revenue		$443	$529	$633	$760	$912	$1,094	N.A.
U.S. Taxable Income ⁽¹⁾		$130	$134	$138	$158	$178	$227	N.A.
TRA Payments ⁽²⁾
Early Conversion ⁽³⁾		$16⁽⁵⁾	$19	$14	$14	$16	$17	$20
Late Conversion ⁽⁴⁾		$16⁽⁵⁾	$19	$11	$12	$13	$14	$19


(1)	Represents the Company’s share of OpCo’s U.S. taxable income. For more information on how the Company has historically calculated its U.S. taxable income, see “—Opinion of Moelis & Company LLC—Review of GAAP Income and U.S. Taxable Income.”
(2)	TRA payments represent the utilization of tax attributes related to taxable income from the prior year. The TRA payments are assumed to occur on December 31 in the year after the tax attributes are utilized (e.g., the 2025 payment of $19 million is expected to be paid on December 31, 2025 and is related to utilization of tax attributes in tax year 2024). Such computations were prepared with the assistance of the Tax Advisor.
(3)	Assumes that the remaining OpCo units are converted at the Company’s 30-day VWAP as of October 24, 2024 of $25.63, with conversions taking place on December 31, 2024. Interest on delayed TRA payments are assumed to be de minimis and, therefore, excluded from the analysis.
(4)	Assumes that the remaining OpCo units are converted at the Company’s 30-day VWAP as of October 24, 2024 of $25.63, with conversions taking place on December 31, 2028. Interest on delayed TRA payments are assumed to be de minimis and therefore excluded from the analysis.
(5)	Includes $16 million of TRA payments related to the Company’s 2022 and 2023 TRA attribute utilization, which have been accrued but not yet paid.
(6)	The Company’s management originally prepared the Three-Year Projections, which only included estimated Revenue and U.S. Taxable Income through 2027E and TRA payments through 2028E. Following discussion, the Company’s management prepared the Five-Year Projections by expanding the Three-Year Projections to also including estimated Revenue and U.S. Taxable Income through 2029E and TRA payments through 2030E. See the section titled “—Background of the Amendment and the TRA Buyout” for more discussion.

Three Months Ended September 30,	Nine Months Ended September 30,
2024		2023			2024			2023
Net income (loss)		$	4,769	$	(2,343)	$	7,280	$	(19,636)	Other comprehensive income (loss), net of taxes:	Foreign currency translation adjustment	3,892	(2,358)	1,645	(997)	Unrealized gain (loss) on available-for-sale investments	378	(10)	252	(289)	Comprehensive income (loss)	$	9,039	$	(4,711)	$	9,177	$	(20,922)	Less: Comprehensive income (loss) attributable to non-controlling interests	1,616	(853)	2,364	(2,620)	Comprehensive income (loss) attributable to Clearwater Analytics Holdings, Inc.	$	7,423	$	(3,858)	$	6,813	$	(18,302)

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