• Press Release
  • August 3, 2022

Clearwater Analytics Announces Second Quarter 2022 Financial Results

Record Quarterly Revenue of $73.4 Million

Second Quarter Revenue Up 21% Year-Over-Year

14 Consecutive Quarters of 98% Gross Revenue Retention

Operating Cash Flow Generation of $18.3 Million in the Quarter

BOISE, Idaho – August 3, 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 ended June 30, 2022.

“Clearwater Analytics posted another strong quarter and continues to grow by adding marquee new clients across the globe. For both new and existing clients, efficient operations and a deep understanding of investment risk and compliance are critical business functions that make Clearwater Analytics a mission-critical partner,” said Sandeep Sahai, Chief Executive Officer. “We continue to win clients and displace our competitors, reflecting the strength and value that our next-generation technology offers. Now more than ever, our clients rely on Clearwater Analytics to help them navigate through the ebbs and flows of market uncertainty with daily intelligence that informs their investments in new securities and strategies.”

Second Quarter 2022 Financial Results Summary 

  • Revenue: Total revenue for the second quarter of 2022 reached $73.4 million, an increase of 20.6%, from $60.9 million in the second quarter of 2021.
  • Gross Profit: Gross profit for the second quarter of 2022 was $52.5 million, compared with $45.3 million in the second quarter of 2021. Non-GAAP gross profit for the second quarter of 2022 was $55.6 million, which equates to a 75.7% non-GAAP gross margin.
  • Net Income/(Loss): Net loss for the second quarter of 2022 was $2.2 million compared with net loss of $0.2 million in the second quarter of 2021. In the second quarter of 2022, the Company recorded a $3.1 million expense related to its Tax Receivable Agreement. Non-GAAP net income for the second quarter of 2022 increased by 119% to $13.3 million from $6.1 million in the second quarter of 2021.
  • Adjusted EBITDA: Adjusted EBITDA for the second quarter of 2022 was $19.1 million, compared with $17.4 million in the second quarter of 2021. Adjusted EBITDA margin for the second quarter of 2022 was 26.0% reflecting the Company’s ability to balance incremental investments in sales and marketing and research and development with earnings in the quarter.
  • Cash Flows: Operating cash flows for the second quarter were $18.3 million and free cash flows were $16.5 million reflecting an 87% conversion of Adjusted EBITDA to free cash flow.
  • Net Income/(Loss) Per Share and Non-GAAP Net Income Per Share attributable to Clearwater Analytics Holdings, Inc.: Net loss per basic and diluted share was $0.01 and non-GAAP net income per diluted share was $0.05 in the second quarter of 2022.
  • Cash: Cash, cash equivalents and short-term investments were $281.6 million as of June 30, 2022.

Second Quarter 2022 Key Metrics Summary 

  • Annualized Recurring Revenue: As of June 30, 2022, annualized recurring revenue (“ARR”) reached $290.4 million, an increase of 18.5% from $245.0 million as of June 30, 2021.

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: As of June 30, 2022, the gross revenue retention rate was 98%. The Company has reported a gross revenue retention rate of 98% for fourteen consecutive quarters.

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: As of June 30, 2022, the net revenue retention rate was 104% which is a decline from 107% as of March 31, 2022. With the unusual market conditions of the equity markets and fixed income securities having both fallen in concert, the Company saw a 3% decline in the net revenue retention rate in the second quarter.

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 

  • As another example of high growth businesses needing timely and accurate investment accounting, Sutton RE, a proven provider of specialized reinsurance solutions across the globe, selected Clearwater Analytics’ best-in-class technology to manage their operations across more than $29 billion assets under management spanning a diverse and complex portfolio of investments.
  • Clearwater Analytics added its first public pension fund client, the Public Employee Retirement System of Idaho (“PERSI”) which manages more than $23 billion in assets, to its SaaS platform to provide data aggregation and reporting for the 850 employer organizations and more than 170,000 individuals served in the State of Idaho by PERSI.
  • One of Asia’s leading non-life insurance brands, MSIG, with a presence in 50 countries and regions globally, selected Clearwater Analytics to support its transformation strategy. MSIG’s Asia headquarters along with its business units in Hong Kong, Malaysia and Thailand will standardize their operating model, and adopt Clearwater Analytics for a consolidated view of data, analytics, accounting, regulatory, and operational reporting.
  • Clearwater Analytics hosted its European Clearwater Connect conference in London. More than 100 current and prospective Clearwater Analytics users seized the opportunity to significantly enhance their knowledge of the world’s most comprehensive investment accounting solution.
  • Clearwater Analytics continues to receive industry recognition for its innovative investment accounting solution. In the second quarter of 2022, it was honored with the IASA Solution Provider of the Year award and the FTF News Award for best client reporting solution for the second consecutive year.

 

Third Quarter and Full-Year 2022 Guidance

 

Third Quarter 2022   Full Year 2022
Revenue $74.5 million to $75 million $298 million to $300 million
Year-over-Year Growth % ~16% ~19%
Adjusted EBITDA $19 million to $19.5 million $79 million to $81 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 August 3, 2022, at 5:00 p.m. Eastern time to discuss second quarter 2022 financial results, 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 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 to deliver timely, validated investment data and analytics. Additional information about Clearwater can be found at clearwateranalytics.com, LinkedIn, and Twitter.

 

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, non-GAAP net income per diluted share and free cash flow.

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, non-GAAP net income per diluted share and free cash flow, 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 as 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, economic 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 possibility that market volatility, a downturn in economic conditions or other factors may cause negative trends or fluctuations in the value of the assets on the Company’s platform, 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 Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 16, 2022, 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.

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Investor Contact:
Joon Park | +1 415-906-9242 | investors@clearwateranalytics.com

Media Contact:
Claudia Cahill | +1 703-728-1221 | press@clearwateranalytics.com

 

 

 

 

Clearwater Analytics Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except share amounts and per share amounts, unaudited)

 

June 30     December 31  
2022   2021  
Assets            
Current assets:
Cash and cash equivalents $ 278,646 $ 254,597
Short-term investments 3,000
Accounts receivable, net 55,593 50,190
Prepaid expenses and other current assets 17,223 16,551
Total current assets 354,462 321,338
Property and equipment, net 12,613 10,738
Operating lease right-of-use assets, net 21,583
Deferred contract costs, non-current 5,572 5,687
Debt issuance costs – line of credit 826 922
Other non-current assets 5,589 5,670
Total assets $ 400,645 $ 344,355
Liabilities and Stockholders’ Equity            
Current liabilities:
Accounts payable $ 891 $ 1,416
Accrued expenses and other current liabilities 20,916 27,032
Notes payable, current portion 2,750 2,750
Operating lease liability, current portion 5,185
Total current liabilities 29,742 31,198
Notes payable, less current maturities and unamortized debt issuance costs 49,824 51,157
Operating lease liability, less current portion 17,789
Tax receivable agreement liability 3,100
Other long-term liabilities 965 132
Total liabilities 101,420 82,487
Stockholders’ Equity
Class A common stock, par value $0.001 per share; 1,500,000,000 shares authorized, 57,660,081 shares issued and outstanding as of June 30, 2022, 47,948,888 shares issued and outstanding as of December 31, 2021 58 48
Class B common stock, par value $0.001 per share; 500,000,000 shares authorized, 2,696,785 shares issued and outstanding as of June 30, 2022, 11,151,110 shares issued and outstanding as of December 31, 2021 3 11
Class C common stock, par value $0.001 per share; 500,000,000 shares authorized, 47,377,587 shares issued and outstanding at June 30, 2022 and December 31, 2021 47 47
Class D common stock, par value $0.001 per share; 500,000,000 shares authorized, 130,083,755 shares issued and outstanding at June 30, 2022 and December 31, 2021 130 130
Additional paid-in-capital 420,123 388,591
Accumulated other comprehensive loss (1,012 ) (34 )
Accumulated Deficit (183,198 ) (191,926 )
Total stockholders’ equity attributable to Clearwater Analytics Holdings, Inc. 236,151 196,867
Noncontrolling interests 63,074 65,001
Total stockholders’ equity 299,225 261,868
Total liabilities and Stockholders’ Equity $ 400,645 $ 344,355

 

 

 

 

Clearwater Analytics Holdings, Inc.

Consolidated Statements of Operations

(In thousands, except share amounts and per share amounts, unaudited)

 

Three Months Ended
June 30,
  Six Months Ended
June 30,
 
2022   2021   2022   2021  
Revenue $ 73,409 $ 60,876 $ 144,187 $ 117,770
Cost of revenue(2) 20,919 15,576 42,091 29,898
Gross profit 52,490 45,300 102,096 87,872
Operating expenses:
Research and development(2) 22,836 16,740 44,130 32,576
Sales and marketing(2) 13,074 8,814 25,067 16,025
General and administrative(2) 15,453 11,184 30,493 18,727
Total operating expenses 51,363 36,738 99,690 67,328
Income from operations 1,127 8,562 2,406 20,544
Interest expense, net 403 8,510 832 16,959
Tax receivable agreement expense 3,100 3,100
Other (income) expense, net (444 ) (13 ) (359 ) 65
Income (loss) before provision for income taxes (1,932 ) 65 (1,167 ) 3,520
Provision for income taxes 298 276 535 320
Net income (loss)   (2,230 ) (211 )   (1,702 ) 3,200
Less: Net income attributable to noncontrolling interests 198 329
Net loss attributable to Clearwater Analytics
Holdings, Inc.
  $ (2,428 ) $   $ (2,031 ) $
Net loss per share attributable to Class A and Class D common stock(1):
Basic and diluted $ (0.01 ) NMF $ (0.01 ) NMF
Weighted average shares of Class A and Class D common stock
outstanding:
Basic 185,781,262 NMF 182,085,548 NMF
Diluted 237,545,574 NMF 237,213,366 NMF

NMF – not meaningful

(1) Basic and diluted net income per share of Class A and Class D common stock is applicable only for the periods after the IPO and related transactions.

(2) Amounts include equity-based compensation as follows:

 

Cost of revenue $ 2,376 $ 749 $ 4,687 $ 1,272
Operating expenses:
Research and development 4,565 2,034 8,870 3,686
Sales and marketing 3,215 1,295 6,511 2,127
General and administrative 6,035 2,613 11,999 4,471
Total equity-based compensation expense $ 16,191 $ 6,691 $ 32,067 $ 11,556

 

 

 

Clearwater Analytics Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands, unaudited)

 

Three Months Ended June 30,   Six Months Ended June 30,  
2022   2021   2022   2021  
OPERATING ACTIVITIES    
Net income (loss) $ (2,230 ) $ (211 ) $ (1,702 ) $ 3,200
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 1,159 735 2,118 1,412
Noncash operating lease cost 1,794 3,334
Equity-based compensation 16,191 6,691 32,067 11,556
Change in tax receivable liability 3,100 3,100
Amortization of deferred contract acquisition costs 1,103 784 2,067 1,511
Amortization of debt issuance costs, included in interest expense 69 504 138 974
Deferred tax benefit (508 ) (484 )
Changes in operating assets and liabilities:
Accounts receivable, net (2,414 ) (3,599 ) (5,403 ) (12,193 )
Prepaid expenses and other assets 1,169 (963 ) 55 (11,433 )
Deferred commissions (1,304 ) (886 ) (2,115 ) (1,245 )
Accounts payable (76 ) 626 (421 ) 50
Accrued expenses and other liabilities 192 3,714 (7,130 ) (4,805 )
Accrued sales tax liability 8 (5,379 ) (457 ) (5,379 )
Net cash provided by (used in) operating activities 18,253 2,016 25,167 (16,352 )
INVESTING ACTIVITIES    
Purchases of property and equipment (1,742 ) (921 ) (3,968 ) (2,231 )
Purchase of available-for-sale investments (3,000 ) (3,000 )
Net cash used in investing activities (4,742 ) (921 ) (6,968 ) (2,231 )
FINANCING ACTIVITIES    
Proceeds from issuance of common units 1,560
Proceeds from exercise of options 771 251 6,384 251
Minimum tax withholding paid on behalf of employees for net unit settlement (587 )
Repurchase of common units (626 )
Repayments of borrowings (688 ) (770 ) (1,375 ) (1,539 )
Proceeds from employee stock purchase plan 2,401 2,401
Payment of costs associated with the IPO (400 ) (214 ) (400 )
Net cash provided by (used in) financing activities 2,484 (919 ) 7,196 (1,341 )
Effect of exchange rate changes on cash and cash equivalents (1,023 ) (83 ) (1,346 ) (133 )
Net change in cash and cash equivalents during the period 14,972 93 24,049 (20,057 )
Cash and cash equivalents, beginning of period 263,674 40,938 254,597 61,088
Cash and cash equivalents, end of period $ 278,646 $ 41,031 $ 278,646 $ 41,031
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION    
Cash paid for interest $ 347 $ 7,907 $ 615 $ 15,769
Cash paid for income taxes $ 115 $ $ 486 $ 57
NON-CASH INVESTING AND FINANCING ACTIVITES    
Direct costs incurred with the IPO included in other assets and accrued expenses $ $ 1,172 $ $ 1,172
Tax distributions to unitholders included in accrued expenses $ 976 $ $ 976 $

 

 

 

Clearwater Analytics Holdings, Inc.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(In thousands, unaudited)

 

Three Months Ended June 30,  
2022     2021  
Net income (loss) $ (2,230 ) (3 %) $ (211 ) (0 %)
Adjustments:
Interest expense, net 403 1 % 8,510 14 %
Depreciation and amortization 1,159 2 % 735 1 %
Equity-based compensation 16,191 22 % 6,691 11 %
Tax receivable agreement expense 3,100 4 % 0 %
Other expenses(1) 451 1 % 1,682 3 %
Adjusted EBITDA   19,074 26 % 17,407 29 %
Revenue $ 73,409 100 % $ 60,876 100 %

 

 

Six Months Ended June 30,  
2022     2021  
Net income (loss) $ (1,702 ) (1 %) $ 3,200 3 %
Adjustments:
Interest expense, net 832 1 % 16,959 14 %
Depreciation and amortization 2,118 1 % 1,412 1 %
Equity-based compensation 32,067 22 % 11,556 10 %
Tax receivable agreement 3,100 2 % 0 %
Other expenses(1) 1,522 1 % 2,394 2 %
Adjusted EBITDA 37,937 26 % 35,521 30 %
Revenue $ 144,187 100 % $ 117,770 100 %

 

(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 June 30,   Six Months Ended June 30,  
2022     2021   2022     2021  
Up-C structure expenses $ $ 926 $ 158 $ 926
Management fees and reimbursed expenses 597 493 1,188 1,083
Provision for income tax expense 298 276 535 320
Miscellaneous (444 ) (13 ) (359 ) 65
Total other expenses $ 451 $ 1,682 $ 1,522 $ 2,394

 

 

 

Clearwater Analytics Holdings, Inc.

Reconciliation of Free Cash Flow

(In thousands, unaudited)

 

Three Months Ended June 30,   Six Months Ended June 30,  
2022     2021   2022     2021  
Net cash provided by (used in) operating activities $ 18,253 $ 2,016 $ 25,167 $ (16,352 )
Less: Purchases of property and equipment 1,742 921 3,968 2,231
Free Cash Flow $ 16,511 $ 1,095 $ 21,199 $ (18,583 )

 

 

 

Clearwater Analytics Holdings, Inc.

Reconciliation of Non-GAAP Information

(In thousands, except share amounts and per share amounts, unaudited)

 

Three Months Ended June 30,     Six Months Ended June 30,  
2022     2021     2022     2021  
Revenue $ 73,409 $ 60,876 $ 144,187 $ 117,770
Gross profit $ 52,490 $ 45,300 $ 102,096 $ 87,872
Adjustments:
Equity-based compensation 2,376 749 4,687 1,272
Depreciation and amortization 728 404 1,334 771
Gross profit, non-GAAP $ 55,594 $ 46,453 $ 108,117 $ 89,915
As a percentage of revenue, non-GAAP 76 % 76 % 75 % 76 %
Cost of Revenue $ 20,919 $ 15,576 $ 42,091 $ 29,898
Adjustments:
Equity-based compensation 2,376 749 4,687 1,272
Depreciation and amortization 728 404 1,334 771
Cost of revenue, non-GAAP $ 17,815 $ 14,423 $ 36,070 $ 27,855
As a percentage of revenue, non-GAAP 24 % 24 % 25 % 24 %
Research and development $ 22,836 $ 16,740 $ 44,130 $ 32,576
Adjustments:
Equity-based compensation 4,565 2,034 8,870 3,686
Depreciation and amortization 258 217 482 422
Research and development, non-GAAP $ 18,013 $ 14,489 $ 34,778 $ 28,468
As a percentage of revenue, non-GAAP 25 % 24 % 24 % 24 %
Sales and marketing $ 13,074 $ 8,814 $ 25,067 $ 16,025
Adjustments:
Equity-based compensation 3,215 1,295 6,511 2,127
Depreciation and amortization 66 63 132 120
Sales and marketing, non-GAAP $ 9,793 $ 7,456 $ 18,424 $ 13,778
As a percentage of revenue, non-GAAP 13 % 12 % 13 % 12 %
General and administrative $ 15,453 $ 11,184 $ 30,493 $ 18,727
Adjustments:
Equity-based compensation 6,035 2,613 11,999 4,471
Depreciation and amortization 107 51 170 99
Management fees and reimbursed expenses 597 493 1,188 1,083
Up-C structure expenses 926 158 926
General and administrative, non-GAAP $ 8,714 $ 7,101 $ 16,978 $ 12,148
As a percentage of revenue, non-GAAP 12 % 12 % 12 % 10 %
Income from operations $ 1,127 $ 8,562 $ 2,406 $ 20,544
Adjustments:
Equity-based compensation 16,191 6,691 32,067 11,556
Depreciation and amortization 1,159 735 2,118 1,412
Management fees and reimbursed expenses 597 493 1,188 1,083
Up-C structure expenses 926 158 926
Income from operations, non-GAAP $ 19,074 $ 17,407 $ 37,937 $ 35,521
As a percentage of revenue, non-GAAP 26 % 29 % 26 % 30 %
Net income (loss) $ (2,230 ) $ (211 ) $ (1,702 ) $ 3,200
Adjustments:
Equity-based compensation 16,191 6,691 32,067 11,556
Depreciation and amortization 1,159 735 2,118 1,412
Tax receivable agreement expense 3,100 3,100
Management fees and reimbursed expenses 597 493 1,188 1,083
Up-C structure expenses 926 158 926
Tax impacts of adjustments to net income(1) (5,543 ) (2,584 ) (10,865 ) (5,364 )
Net income, non-GAAP $ 13,274 $ 6,050 $ 26,064 $ 12,813
As a percentage of revenue, non-GAAP 18 % 10 % 18 % 11 %
Net income per share(2) – basic, non-GAAP $ 0.07 NMF $ 0.14 NMF
Net income per share(2) – diluted, non-GAAP $ 0.05 NMF $ 0.10 NMF
Weighted-average common shares outstanding – basic 185,781,262 NMF 182,085,548 NMF
Weighted-average common shares outstanding – diluted 254,338,870 NMF 253,780,420 NMF

NMF – not meaningful

(1) The estimated non-GAAP effective tax rate was 29% for the three and six months ended June 30, 2022 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.

(2) Basic and diluted net income per share of Class A and Class D common stock is applicable only for the periods after the IPO and related transactions.

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