[10-Q] CCC Intelligent Solutions Holdings Inc. Quarterly Earnings Report
Bank of Montreal (BMO) and its affiliates have become a 5%+ holder of Kochav Defense Acquisition Corp. (KCHVU). A Schedule 13G dated 30 Jun 2025 shows Bank of Montreal, Bank of Montreal Holding Inc. and BMO Nesbitt Burns Inc. beneficially own 2,150,000 units—each unit equal to one Class A ordinary share and one right—representing 8.33 % of the outstanding class.
All voting and dispositive power is shared; the filers report 0 units with sole power. The stake is held in the ordinary course of business while acting as prime broker for certain clients, and the parties certify they are not seeking to influence control of the issuer. The filing is made under Rule 13d-1(b) with classifications HC (holding company), BK (bank) and BD (broker-dealer).
No financial metrics, strategic commentary or change-of-control intentions are provided. The disclosure simply alerts investors that a large, reputable Canadian financial institution now reports ownership above the 5 % threshold, a potential signal of institutional interest but with limited immediate impact on the SPAC’s fundamentals.
Bank of Montreal (BMO) e le sue affiliate sono diventate detentrici di oltre il 5% di Kochav Defense Acquisition Corp. (KCHVU). Un Schedule 13G datato 30 giugno 2025 mostra che Bank of Montreal, Bank of Montreal Holding Inc. e BMO Nesbitt Burns Inc. possiedono beneficiariamente 2.150.000 unità—ogni unità corrisponde a un'azione ordinaria di Classe A e a un diritto—rappresentando il 8,33% della classe in circolazione.
Tutto il potere di voto e decisionale è condiviso; i soggetti dichiarano di non detenere unità con potere esclusivo. La partecipazione è detenuta nell'ambito ordinario delle attività, agendo come broker principale per alcuni clienti, e le parti certificano di non cercare di influenzare il controllo dell'emittente. La comunicazione è effettuata ai sensi della Regola 13d-1(b) con classificazioni HC (holding company), BK (banca) e BD (broker-dealer).
Non vengono forniti dati finanziari, commenti strategici o intenzioni di cambiamento di controllo. La comunicazione serve semplicemente ad avvisare gli investitori che una grande e rispettabile istituzione finanziaria canadese ha superato la soglia del 5%, un potenziale segnale di interesse istituzionale ma con impatto immediato limitato sui fondamentali dello SPAC.
Bank of Montreal (BMO) y sus afiliadas se han convertido en poseedoras de más del 5% de Kochav Defense Acquisition Corp. (KCHVU). Un Schedule 13G fechado el 30 de junio de 2025 muestra que Bank of Montreal, Bank of Montreal Holding Inc. y BMO Nesbitt Burns Inc. poseen beneficiariamente 2,150,000 unidades, cada unidad equivalente a una acción ordinaria Clase A y un derecho, representando el 8.33% de la clase en circulación.
Todo el poder de voto y disposición es compartido; los declarantes reportan 0 unidades con poder exclusivo. La participación se mantiene en el curso ordinario del negocio actuando como corredor principal para ciertos clientes, y las partes certifican que no buscan influir en el control del emisor. La presentación se realiza bajo la Regla 13d-1(b) con clasificaciones HC (holding company), BK (banco) y BD (broker-dealer).
No se proporcionan métricas financieras, comentarios estratégicos ni intenciones de cambio de control. La divulgación simplemente alerta a los inversores que una gran y reconocida institución financiera canadiense ahora reporta una propiedad superior al 5%, una señal potencial de interés institucional pero con impacto inmediato limitado en los fundamentos del SPAC.
뱅크 오브 몬트리올(BMO)과 그 계열사들이 Kochav Defense Acquisition Corp. (KCHVU)의 5% 이상 지분을 보유하게 되었습니다. 2025년 6월 30일자 Schedule 13G에 따르면 뱅크 오브 몬트리올, Bank of Montreal Holding Inc., BMO Nesbitt Burns Inc.는 각각의 단위가 클래스 A 보통주 1주와 권리 1개에 해당하는 2,150,000 단위를 실질적으로 보유하고 있으며, 이는 발행 주식의 8.33%에 해당합니다.
모든 의결권 및 처분 권한은 공동으로 행사되며, 신고자들은 단독 권한을 가진 단위는 0개라고 보고합니다. 이 지분은 일부 고객을 위한 프라임 브로커 역할을 수행하는 정상적인 업무 과정에서 보유하고 있으며, 당사자들은 발행사의 지배권 영향력을 행사하려 하지 않음을 인증합니다. 이 신고는 Rule 13d-1(b)에 따라 HC(지주회사), BK(은행), BD(브로커-딜러) 분류로 제출되었습니다.
재무 지표, 전략적 논평 또는 지배권 변경 의도는 제공되지 않았습니다. 이 공시는 단순히 대형의 신뢰받는 캐나다 금융기관이 5% 이상 지분을 보유하게 되었음을 투자자들에게 알리는 것으로, 기관 투자자의 관심 신호일 수 있으나 SPAC의 기본 사항에 즉각적인 영향은 제한적임을 의미합니다.
La Banque de Montréal (BMO) et ses affiliés sont devenus détenteurs de plus de 5 % de Kochav Defense Acquisition Corp. (KCHVU). Un Schedule 13G daté du 30 juin 2025 indique que la Banque de Montréal, Bank of Montreal Holding Inc. et BMO Nesbitt Burns Inc. détiennent bénéficiairement 2 150 000 unités—chaque unité correspondant à une action ordinaire de classe A et un droit—représentant 8,33 % de la classe en circulation.
Tout le pouvoir de vote et de disposition est partagé ; les déclarants rapportent 0 unité avec pouvoir exclusif. La participation est détenue dans le cours normal des affaires en agissant comme courtier principal pour certains clients, et les parties certifient qu'elles ne cherchent pas à influencer le contrôle de l'émetteur. Le dépôt est effectué conformément à la règle 13d-1(b) avec les classifications HC (société de portefeuille), BK (banque) et BD (courtier-négociant).
Aucune donnée financière, commentaire stratégique ou intention de changement de contrôle n'est fournie. Cette divulgation informe simplement les investisseurs qu'une grande institution financière canadienne réputée déclare désormais une participation dépassant le seuil de 5 %, ce qui peut être un signe d'intérêt institutionnel, mais avec un impact immédiat limité sur les fondamentaux du SPAC.
Die Bank of Montreal (BMO) und ihre Tochtergesellschaften sind nun Mehrheitsinhaber von über 5 % an Kochav Defense Acquisition Corp. (KCHVU). Ein Schedule 13G vom 30. Juni 2025 zeigt, dass die Bank of Montreal, Bank of Montreal Holding Inc. und BMO Nesbitt Burns Inc. wirtschaftlich 2.150.000 Einheiten besitzen – jede Einheit entspricht einer Stammaktie der Klasse A und einem Recht – was 8,33 % der ausstehenden Klasse entspricht.
Alle Stimm- und Verfügungsrechte werden geteilt; die Melder geben 0 Einheiten mit Alleinmacht an. Die Beteiligung wird im gewöhnlichen Geschäftsverlauf gehalten, während sie als Prime Broker für bestimmte Kunden agieren, und die Parteien bestätigen, dass sie nicht versuchen, die Kontrolle des Emittenten zu beeinflussen. Die Meldung erfolgt nach Regel 13d-1(b) mit den Klassifikationen HC (Holdinggesellschaft), BK (Bank) und BD (Broker-Dealer).
Es werden keine finanziellen Kennzahlen, strategischen Kommentare oder Absichten zur Kontrolle angegeben. Die Offenlegung informiert die Investoren lediglich darüber, dass eine große, angesehene kanadische Finanzinstitution nun einen Besitzanteil über der 5-%-Schwelle meldet, was ein potenzielles Signal für institutionelles Interesse darstellt, jedoch mit begrenzter unmittelbarer Auswirkung auf die Fundamentaldaten des SPAC.
- Institutional validation: A well-capitalised global bank now reports an 8.33 % stake, potentially improving market confidence and liquidity in KCHVU units.
- Potential overhang: Because the units are held for brokerage clients, the position could be unwound quickly, creating selling pressure.
Insights
TL;DR: BMO reveals 8.3 % passive stake in KCHVU; credibility boost but limited near-term valuation impact.
The 13G shows BMO and affiliates own 2.15 M KCHVU units, crossing the 5 % disclosure threshold. Because voting/dispositive power is shared and held for brokerage clients, the position appears passive. For a pre-deal SPAC, an institutional name can enhance market confidence and liquidity, yet does not change cash-in-trust, sponsor terms or redemption profile. Unless BMO later files a 13D, the stake should be viewed as routine positioning rather than a catalyst.
TL;DR: Filing is compliance-driven; no governance or control implications identified.
The certification explicitly disclaims any intent to influence control, and no board representation or activism language appears. Shared power across three related entities indicates consolidated reporting rather than a coordinated activist group. Governance risk from concentration remains low given the sub-10 % level and passive stance.
Bank of Montreal (BMO) e le sue affiliate sono diventate detentrici di oltre il 5% di Kochav Defense Acquisition Corp. (KCHVU). Un Schedule 13G datato 30 giugno 2025 mostra che Bank of Montreal, Bank of Montreal Holding Inc. e BMO Nesbitt Burns Inc. possiedono beneficiariamente 2.150.000 unità—ogni unità corrisponde a un'azione ordinaria di Classe A e a un diritto—rappresentando il 8,33% della classe in circolazione.
Tutto il potere di voto e decisionale è condiviso; i soggetti dichiarano di non detenere unità con potere esclusivo. La partecipazione è detenuta nell'ambito ordinario delle attività, agendo come broker principale per alcuni clienti, e le parti certificano di non cercare di influenzare il controllo dell'emittente. La comunicazione è effettuata ai sensi della Regola 13d-1(b) con classificazioni HC (holding company), BK (banca) e BD (broker-dealer).
Non vengono forniti dati finanziari, commenti strategici o intenzioni di cambiamento di controllo. La comunicazione serve semplicemente ad avvisare gli investitori che una grande e rispettabile istituzione finanziaria canadese ha superato la soglia del 5%, un potenziale segnale di interesse istituzionale ma con impatto immediato limitato sui fondamentali dello SPAC.
Bank of Montreal (BMO) y sus afiliadas se han convertido en poseedoras de más del 5% de Kochav Defense Acquisition Corp. (KCHVU). Un Schedule 13G fechado el 30 de junio de 2025 muestra que Bank of Montreal, Bank of Montreal Holding Inc. y BMO Nesbitt Burns Inc. poseen beneficiariamente 2,150,000 unidades, cada unidad equivalente a una acción ordinaria Clase A y un derecho, representando el 8.33% de la clase en circulación.
Todo el poder de voto y disposición es compartido; los declarantes reportan 0 unidades con poder exclusivo. La participación se mantiene en el curso ordinario del negocio actuando como corredor principal para ciertos clientes, y las partes certifican que no buscan influir en el control del emisor. La presentación se realiza bajo la Regla 13d-1(b) con clasificaciones HC (holding company), BK (banco) y BD (broker-dealer).
No se proporcionan métricas financieras, comentarios estratégicos ni intenciones de cambio de control. La divulgación simplemente alerta a los inversores que una gran y reconocida institución financiera canadiense ahora reporta una propiedad superior al 5%, una señal potencial de interés institucional pero con impacto inmediato limitado en los fundamentos del SPAC.
뱅크 오브 몬트리올(BMO)과 그 계열사들이 Kochav Defense Acquisition Corp. (KCHVU)의 5% 이상 지분을 보유하게 되었습니다. 2025년 6월 30일자 Schedule 13G에 따르면 뱅크 오브 몬트리올, Bank of Montreal Holding Inc., BMO Nesbitt Burns Inc.는 각각의 단위가 클래스 A 보통주 1주와 권리 1개에 해당하는 2,150,000 단위를 실질적으로 보유하고 있으며, 이는 발행 주식의 8.33%에 해당합니다.
모든 의결권 및 처분 권한은 공동으로 행사되며, 신고자들은 단독 권한을 가진 단위는 0개라고 보고합니다. 이 지분은 일부 고객을 위한 프라임 브로커 역할을 수행하는 정상적인 업무 과정에서 보유하고 있으며, 당사자들은 발행사의 지배권 영향력을 행사하려 하지 않음을 인증합니다. 이 신고는 Rule 13d-1(b)에 따라 HC(지주회사), BK(은행), BD(브로커-딜러) 분류로 제출되었습니다.
재무 지표, 전략적 논평 또는 지배권 변경 의도는 제공되지 않았습니다. 이 공시는 단순히 대형의 신뢰받는 캐나다 금융기관이 5% 이상 지분을 보유하게 되었음을 투자자들에게 알리는 것으로, 기관 투자자의 관심 신호일 수 있으나 SPAC의 기본 사항에 즉각적인 영향은 제한적임을 의미합니다.
La Banque de Montréal (BMO) et ses affiliés sont devenus détenteurs de plus de 5 % de Kochav Defense Acquisition Corp. (KCHVU). Un Schedule 13G daté du 30 juin 2025 indique que la Banque de Montréal, Bank of Montreal Holding Inc. et BMO Nesbitt Burns Inc. détiennent bénéficiairement 2 150 000 unités—chaque unité correspondant à une action ordinaire de classe A et un droit—représentant 8,33 % de la classe en circulation.
Tout le pouvoir de vote et de disposition est partagé ; les déclarants rapportent 0 unité avec pouvoir exclusif. La participation est détenue dans le cours normal des affaires en agissant comme courtier principal pour certains clients, et les parties certifient qu'elles ne cherchent pas à influencer le contrôle de l'émetteur. Le dépôt est effectué conformément à la règle 13d-1(b) avec les classifications HC (société de portefeuille), BK (banque) et BD (courtier-négociant).
Aucune donnée financière, commentaire stratégique ou intention de changement de contrôle n'est fournie. Cette divulgation informe simplement les investisseurs qu'une grande institution financière canadienne réputée déclare désormais une participation dépassant le seuil de 5 %, ce qui peut être un signe d'intérêt institutionnel, mais avec un impact immédiat limité sur les fondamentaux du SPAC.
Die Bank of Montreal (BMO) und ihre Tochtergesellschaften sind nun Mehrheitsinhaber von über 5 % an Kochav Defense Acquisition Corp. (KCHVU). Ein Schedule 13G vom 30. Juni 2025 zeigt, dass die Bank of Montreal, Bank of Montreal Holding Inc. und BMO Nesbitt Burns Inc. wirtschaftlich 2.150.000 Einheiten besitzen – jede Einheit entspricht einer Stammaktie der Klasse A und einem Recht – was 8,33 % der ausstehenden Klasse entspricht.
Alle Stimm- und Verfügungsrechte werden geteilt; die Melder geben 0 Einheiten mit Alleinmacht an. Die Beteiligung wird im gewöhnlichen Geschäftsverlauf gehalten, während sie als Prime Broker für bestimmte Kunden agieren, und die Parteien bestätigen, dass sie nicht versuchen, die Kontrolle des Emittenten zu beeinflussen. Die Meldung erfolgt nach Regel 13d-1(b) mit den Klassifikationen HC (Holdinggesellschaft), BK (Bank) und BD (Broker-Dealer).
Es werden keine finanziellen Kennzahlen, strategischen Kommentare oder Absichten zur Kontrolle angegeben. Die Offenlegung informiert die Investoren lediglich darüber, dass eine große, angesehene kanadische Finanzinstitution nun einen Besitzanteil über der 5-%-Schwelle meldet, was ein potenzielles Signal für institutionelles Interesse darstellt, jedoch mit begrenzter unmittelbarer Auswirkung auf die Fundamentaldaten des SPAC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________________ to ________________
(Exact name of registrant as specified in its charter)
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(IRS Employer Identification No.) |
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(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of July 24, 2025,
CCC INTELLIGENT SOLUTIONS HOLDINGS INC.
Form 10-Q
For the Quarter Ended June 30, 2025
Table of Contents
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PART I. FINANCIAL INFORMATION` |
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Cautionary Statement Regarding Forward-Looking Statements |
3 |
Item 1. |
Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024 |
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Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024 |
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Unaudited Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024 |
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Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
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Item 4. |
Controls and Procedures |
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PART II. OTHER INFORMATION
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Item 1. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities |
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Item 3. |
Defaults Upon Senior Securities |
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Item 4. |
Mine Safety Disclosures |
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Item 5. |
Other Information |
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Item 6. |
Exhibits |
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2
FORWARD-LOOKING STATEMENTS
The section titled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" as well as other parts of this Quarterly Report on Form 10-Q contain "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the future financial performance and business strategies and expectations for our business. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include information concerning our possible or assumed future results of operations, client demand, business strategies, technology developments, financing and investment plans, competitive position, our industry and regulatory environment, potential growth opportunities and the effects of competition.
Important factors that could cause actual results to differ materially from our expectations include:
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will
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be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described above and under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
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June 30, |
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December 31, |
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2025 |
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2024 |
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ASSETS |
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CURRENT ASSETS: |
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Accounts receivable—Net of allowances of $ |
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Income taxes receivable |
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Deferred contract costs |
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Other current assets |
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Total current assets |
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SOFTWARE, EQUIPMENT, AND PROPERTY—Net |
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OPERATING LEASE ASSETS |
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INTANGIBLE ASSETS—Net |
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GOODWILL |
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EQUITY METHOD INVESTMENT |
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OTHER ASSETS |
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TOTAL |
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$ |
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$ |
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LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Income taxes payable |
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Current portion of long-term debt |
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Current portion of long-term licensing agreement—Net |
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Operating lease liabilities |
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Deferred revenues |
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Note payable to minority investor |
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Total current liabilities |
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LONG-TERM DEBT—Net |
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DEFERRED INCOME TAXES—Net |
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LONG-TERM LICENSING AGREEMENT—Net |
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OPERATING LEASE LIABILITIES |
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OTHER LIABILITIES |
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES (Notes 20 and 21) |
|
|
|
|
|
|
||
MEZZANINE EQUITY: |
|
|
|
|
|
|
||
Redeemable non-controlling interest |
|
|
|
|
|
|
||
STOCKHOLDERS’ EQUITY: |
|
|
|
|
|
|
||
Preferred stock—$ |
|
|
|
|
|
|
||
Common stock—$ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total stockholders’ equity |
|
|
|
|
|
|
||
TOTAL |
|
$ |
|
|
$ |
|
||
See notes to condensed consolidated financial statements.
5
CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except share and per share data)
(Unaudited)
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
REVENUES |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
COST OF REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenues, exclusive of amortization of acquired technologies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of acquired technologies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
GROSS PROFIT |
|
|
|
|
|
|
|
|
|
|
|
|
||||
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
OPERATING INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
||||
INTEREST EXPENSE |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
||||
CHANGE IN FAIR VALUE OF WARRANT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
OTHER (EXPENSE) INCOME—NET |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
PRETAX INCOME (LOSS) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
INCOME TAX BENEFIT (PROVISION) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
NET INCOME (LOSS) INCLUDING NON-CONTROLLING |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
LESS: ACCRETION OF REDEEMABLE NON-CONTROLLING INTEREST |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
NET INCOME (LOSS) ATTRIBUTABLE TO CCC INTELLIGENT |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Net income (loss) per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Weighted-average shares used in computing net income (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
COMPREHENSIVE INCOME (LOSS): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) including non-controlling interest |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other comprehensive (loss) income—Foreign currency translation |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
COMPREHENSIVE INCOME (LOSS) INCLUDING |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Less: accretion of redeemable non-controlling interest |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CCC |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
See notes to condensed consolidated financial statements.
6
CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
(In thousands, except number of shares)
(Unaudited)
|
|
Redeemable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Non-Controlling |
|
|
|
Preferred Stock—Issued and Outstanding |
|
|
Common Stock—Issued and Outstanding |
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|||||||||||||||
|
|
Interest |
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
Total |
|
|||||||||||||||
|
|
|
|
|
|
Number of |
|
|
Par |
|
|
Number of |
|
|
Par |
|
|
Paid-In |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Stockholders’ |
|
|||||||||
|
|
|
|
|
|
Shares |
|
|
Value |
|
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Deficit |
|
|
Loss |
|
|
Equity |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
BALANCE—December 31, 2024 |
|
$ |
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||||
Stock-based compensation expense |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Exercise of stock options |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Issuance of common stock under employee stock purchase plan |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Issuance of common stock upon vesting of RSUs—net of tax |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Issuance of restricted stock awards for business acquisition |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of common stock for business acquisition (1) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Repurchase and retirement of common stock |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Accretion of redeemable non-controlling interest |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Reclassification of redeemable non-controlling interest to note payable to minority investor |
|
|
( |
) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign currency translation adjustment |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Net loss |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
BALANCE—March 31, 2025 |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
Stock-based compensation expense |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Exercise of stock options |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Issuance of common stock upon vesting of RSUs—net of tax |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Repurchase and retirement of common stock |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Foreign currency translation adjustment |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Net income |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
BALANCE—June 30, 2025 |
|
$ |
|
|
|
|
— |
|
|
$ |
— |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
(1)
7
CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
(In thousands, except number of shares)
(Unaudited)
|
|
Redeemable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Non-Controlling |
|
|
|
Preferred Stock—Issued and Outstanding |
|
|
Common Stock—Issued and Outstanding |
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|||||||||||||||
|
|
Interest |
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
Total |
|
|||||||||||||||
|
|
|
|
|
|
Number of |
|
|
Par |
|
|
Number of |
|
|
Par |
|
|
Paid-In |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Stockholders’ |
|
|||||||||
|
|
|
|
|
|
Shares |
|
|
Value |
|
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Deficit |
|
|
Loss |
|
|
Equity |
|
|||||||||
BALANCE—December 31, 2023 |
|
$ |
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||||
Stock-based compensation expense |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Exercise of stock options |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Issuance of common stock under employee stock purchase plan |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Issuance of common stock upon vesting of RSUs—net of tax |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Accretion of redeemable non-controlling interest |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Foreign currency translation |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Net loss |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
BALANCE—March 31, 2024 |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
Stock-based compensation expense |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Exercise of stock options |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Issuance of common stock upon vesting of RSUs—net of tax |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Warrant redemption |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Accretion of redeemable non-controlling interest |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Foreign currency translation adjustment |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
BALANCE—June 30, 2024 |
|
$ |
|
|
|
|
— |
|
|
$ |
— |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
See notes to condensed consolidated financial statements.
8
CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
For the Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
||
Net (loss) income |
|
$ |
( |
) |
|
$ |
|
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization of software, equipment, and property |
|
|
|
|
|
|
||
Amortization of intangible assets |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
Stock-based compensation |
|
|
|
|
|
|
||
Amortization of deferred financing fees |
|
|
|
|
|
|
||
Amortization of discount on debt |
|
|
|
|
|
|
||
Change in fair value of derivative instruments |
|
|
|
|
|
|
||
Change in fair value of warrant liabilities |
|
|
|
|
|
( |
) |
|
Loss on disposal of software, equipment and property |
|
|
|
|
|
|
||
Noncash interest expense |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Changes in: |
|
|
|
|
|
|
||
Accounts receivable—Net |
|
|
( |
) |
|
|
( |
) |
Deferred contract costs |
|
|
( |
) |
|
|
( |
) |
Other current assets |
|
|
|
|
|
|
||
Deferred contract costs—Non-current |
|
|
( |
) |
|
|
|
|
Other assets |
|
|
( |
) |
|
|
|
|
Operating lease assets |
|
|
|
|
|
|
||
Income taxes |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
|
|
|
|
Accrued expenses |
|
|
( |
) |
|
|
( |
) |
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Deferred revenues |
|
|
|
|
|
|
||
Other liabilities |
|
|
( |
) |
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
||
Purchases of software, equipment, and property |
|
|
( |
) |
|
|
( |
) |
Acquisition of EvolutionIQ, Inc., net of cash acquired |
|
|
( |
) |
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
||
Proceeds from exercise of stock options |
|
|
|
|
|
|
||
Proceeds from employee stock purchase plan |
|
|
|
|
|
|
||
Payments for employee taxes withheld upon vesting of equity awards |
|
|
( |
) |
|
|
( |
) |
Repurchase of common stock |
|
|
( |
) |
|
|
|
|
Proceeds from issuance of long-term debt |
|
|
|
|
|
|
||
Payments of fees associated with the debt modification |
|
|
( |
) |
|
|
|
|
Principal payments on long-term debt |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
|
|
|
|
( |
) |
|
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
|
|
|
|
|
( |
) |
|
NET CHANGE IN CASH AND CASH EQUIVALENTS |
|
|
( |
) |
|
|
|
|
CASH AND CASH EQUIVALENTS: |
|
|
|
|
|
|
||
Beginning of period |
|
|
|
|
|
|
||
End of period |
|
$ |
|
|
$ |
|
||
NONCASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
||
Stock issued related the acquisition of EvolutionIQ, Inc. |
|
$ |
|
|
$ |
|
||
Issuance of promissory note to minority investor of redeemable preferred securities |
|
$ |
|
|
$ |
|
|
|
Noncash purchases of software, equipment, and property |
|
$ |
|
|
$ |
|
||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes—Net |
|
$ |
|
|
$ |
|
||
9
See notes to condensed consolidated financial statements.
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CCC Intelligent Solutions Holdings Inc. (the "Company"), a Delaware corporation, is a leading software as a service ("SaaS") platform for the multi-trillion-dollar insurance economy, powering operations for insurers, repairers, automakers, parts suppliers and more. CCC's cloud technology connects businesses digitizing mission-critical workflows, commerce and customer experiences.
The Company's cloud-based SaaS platform connects trading partners, facilitates commerce and supports mission-critical artificial intelligence ("AI") enabled digital workflows.
The Company is headquartered in Chicago, Illinois. The Company’s primary operations are in the United States ("US") and it also has operations in China.
The Company was originally incorporated as a Cayman Islands exempted company on July 3, 2020 as a special purpose acquisition company under the name Dragoneer Growth Opportunities Corp ("Dragoneer"). On February 2, 2021, Cypress Holdings Inc., a Delaware corporation, entered into a business combination agreement with Dragoneer. In connection with the closing of the business combination ("Business Combination"), Dragoneer changed its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a Delaware corporation on July 30, 2021, upon which Dragoneer changed its name to CCC Intelligent Solutions Holdings Inc.
11
Basis of Presentation—The condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024, the condensed consolidated statements of mezzanine equity and stockholders’ equity for the three and six months ended June 30, 2025 and 2024, and the condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 have been prepared by the Company and have not been audited. In the opinion of management, all adjustments (which include only normal recurring adjustments except where disclosed) necessary for the fair presentation of the financial position, results of operations and cash flows have been made. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or any future period.
The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission ("SEC"). The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the condensed consolidated financial statements may not include all the information and footnotes necessary for a complete presentation of the Company's financial position, results of operations or cash flows. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
The Company's significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to the significant accounting policies since December 31, 2024.
Basis of Accounting—The accompanying condensed consolidated financial statements are prepared in accordance with GAAP and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements include 100% of the accounts of wholly-owned and majority-owned subsidiaries and the ownership interest of the minority investor is recorded as a non-controlling interest in a subsidiary.
Recently Issued Accounting Pronouncements—In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires new disclosures aimed at enhancing transparency in financial reporting by requiring disaggregation of specific expense captions within the statement of operations. Under the update, entities are required to disclose a breakdown of certain expense categories, such as: employee compensation, depreciation, amortization, and other material components. This ASU is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the disclosure requirements related to this update.
12
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The Company is continuing to evaluate the disclosure requirements but does not believe the adoption of ASU 2023-09 will have a significant impact on its consolidated financial statements.
On January 6, 2025, the Company completed its acquisition of EvolutionIQ, Inc. (“EvolutionIQ”), a privately held company that provides AI-powered guidance for disability and injury claims management. Leveraging EvolutionIQ’s platform, the acquisition will broaden the Company’s portfolio of AI-based solutions available to insurance customers.
The Company acquired all the outstanding shares of EvolutionIQ in exchange for total consideration of $
The acquisition date fair value of the consideration transferred consisted of the following (in thousands):
Cash consideration |
|
$ |
|
|
Fair value of common stock issued |
|
|
|
|
Fair value of option holdback |
|
|
|
|
Total acquisition date fair value of the consideration transferred |
|
$ |
|
As part of the acquisition, the Company issued
Included in the shares of common stock issued are
The fair value of the option holdback corresponds to the fair value of certain unvested EvolutionIQ stock options subject to future vesting as of the acquisition date. If the optionholder does not meet the time-based vesting requirement, the corresponding holdback amount will be released to the selling shareholders. If the optionholder does meet the time-based vesting requirement, the optionholder will receive the corresponding holdback amount in shares of CCC common stock, and the holdback cash amount is retained by the Company.
The acquisition of EvolutionIQ was accounted for as a business combination and reflects the application of acquisition accounting in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations. The total purchase consideration was allocated to the assets acquired and liabilities assumed based on fair value as of the acquisition date with the excess purchase price assigned to goodwill. Goodwill was primarily attributable to expected synergies from the combined service offerings and the value of the acquired workforce. Goodwill and intangible assets are not deductible for tax purposes.
The Company’s estimates of the fair values of the assets acquired and liabilities assumed are based on information available at the date of acquisition. During the measurement period, which may be up to one year from the acquisition date, adjustments may be recorded to the fair values of these tangible and intangible assets acquired and liabilities assumed, including uncertain tax positions and tax-related valuation allowances, with the corresponding offset to goodwill. As of June 30, 2025, there have been no significant changes to the preliminary purchase price allocation.
The following table summarizes the preliminary allocation of the consideration to the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):
13
Assets acquired: |
|
|
|
|
Current assets |
|
$ |
|
|
Intangible assets |
|
|
|
|
Other non-current assets |
|
|
|
|
Total assets acquired |
|
|
|
|
Liabilities assumed: |
|
|
|
|
Deferred revenue |
|
|
|
|
Other current liabilities |
|
|
|
|
Deferred tax liabilities |
|
|
|
|
Non-current liabilities |
|
|
|
|
Total liabilities assumed |
|
|
|
|
Net assets acquired |
|
|
|
|
Goodwill |
|
|
|
|
Total purchase price |
|
$ |
|
|
A summary of the fair values, discount rates and estimated useful lives of the acquired intangible assets is as follows (dollars is thousands):
Intangible Asset |
|
Fair Value |
|
|
Discount Rate |
|
Estimated Useful Life |
|
Acquired technology |
|
$ |
|
|
|
|||
Customer relationships |
|
|
|
|
|
|||
Trademark |
|
|
|
|
|
|||
The Company utilizes different valuation approaches and methodologies to determine the fair values of acquired intangible assets. The valuation approaches and methodologies are based on estimates of future operating projections as well as judgments on the discount rate and other variables. These fair values are based on significant unobservable inputs, including management estimates and assumptions and thus represent Level 3 measures in the fair value hierarchy.
Acquired technology was valued using the multi-period excess earnings method. This method of valuation reflects the present value of the projected cash flows that are expected to be generated by the acquired technology less charges representing the contribution of other assets to those cash flows.
Customer relationships were valued using a distributor method, which uses market-based inputs to value an asset. Under the distributor method, the value of the customer relationships is a function of several components, including revenue associated with the existing customers, distributor profit margin, charges for use of other assets and discount rate.
The trademark was valued under the relief from royalty method, which is equal to the present value of the after-tax royalty savings attributable to owning the trademark as opposed to paying a third party for its use.
The acquired intangible assets, with a weighted average useful life of
For the period from the date of acquisition through June 30, 2025, EvolutionIQ's revenues were less than
The Company incurred transaction costs associated with the acquisition of $
4. REvenue
Disaggregation of Revenue—The Company provides disaggregation of revenue based on type of service as it believes these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
14
The following table summarizes revenue by type of service for the three and six months ended June 30, 2025 and 2024 (in thousands):
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Software subscriptions |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Transaction Price Allocated to the Remaining Performance Obligations—Remaining performance obligations represent contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of June 30, 2025, approximately $
Deferred Revenue—Revenue recognized for the three months ended June 30, 2025 from amounts in deferred revenue as of March 31, 2025 was $
Contract Assets and Liabilities—
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Accounts receivables—Net of allowances |
|
$ |
|
|
$ |
|
||
Deferred contract costs |
|
|
|
|
|
|
||
Long-term deferred contract costs |
|
|
|
|
|
|
||
Other assets (accounts receivable, non-current) |
|
|
|
|
|
|
||
Deferred revenues |
|
|
|
|
|
|
||
Other liabilities (deferred revenues, non-current) |
|
|
|
|
|
|
||
A summary of the activity impacting deferred revenue balances during the three and six months ended June 30, 2025 and 2024 is presented below (in thousands):
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
June 30, |
|
|
June 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Balance at beginning of period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Revenue recognized1 |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Additional amounts deferred1 |
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at end of period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Classified as: |
|
|
|
|
|
|
|
|
|
|
|
||||
Current |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-current |
|
|
|
|
|
|
|
|
|
|
|
||||
Total deferred revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
1
The additional amount deferred during the six months ended June 30, 2025 includes $
15
A summary of the activity impacting the deferred contract costs during the three and six months ended June 30, 2025 and 2024 is presented below (in thousands):
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Costs amortized |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Additional amounts deferred |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Classified as: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total deferred contract costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
5. FAIR VALUE measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Interest Rate Swaps—During the six months ended June 30, 2025, the Company entered into three interest rate swap agreements to reduce its exposure to variability from future cash flows resulting from interest rate risk related to its floating rate long-term debt (see Note 14). The fair value of the interest rate swap agreements was estimated using inputs that were observable or that could be corroborated by observable market data and therefore was classified within Level 2 of the fair value hierarchy as of June 30, 2025.
The Company does not designate its interest rate swap agreements as hedging instruments and records the changes in fair value within other (expense) income—net on the condensed consolidated statements of operations and comprehensive income (loss). As of June 30, 2025, the interest rate swap agreements had a fair value liability of $
Interest Rate Caps—In August 2022, the Company entered into two interest rate cap agreements to reduce its exposure to increases in interest rates applicable to its floating rate long-term debt (see Note 14). The fair value of the interest rate cap agreements was estimated using inputs that were observable or that could be corroborated by observable market data and therefore was classified within Level 2 of the fair value hierarchy as of June 30, 2025 and December 31, 2024.
The Company does not designate its interest rate cap agreements as hedging instruments and records the changes in fair value within other (expense) income—net on the condensed consolidated statements of operations and comprehensive income (loss). As of June 30, 2025 and December 31, 2024, the interest rate cap agreements had a fair value of $
The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 (in thousands):
|
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate caps |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 (in thousands):
|
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate caps |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
16
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis—The Company has assets that under certain conditions are subject to measurement at fair value on a nonrecurring basis. These assets include those associated with acquired businesses, including goodwill and other intangible assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired. The Company did
Fair Value of Other Financial Instruments—
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Carrying |
|
|
Estimated |
|
|
Carrying |
|
|
Estimated |
|
||||
Description |
|
Amount |
|
|
Fair Value |
|
|
Amount |
|
|
Fair Value |
|
||||
Term Loan, including current maturities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
6. INCOME TAXES
On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law. The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense, and accelerated fixed asset depreciation. The Company is still in the process of evaluating the OBBB and an estimate of its impact on the Company and the Company’s financial statements cannot be made at this time.
The Company recognized an income tax benefit of $
The Company recognized an income tax benefit of $
The Company made income tax payments of $
The Company made income tax payments of $
As of June 30, 2025, unrecognized tax benefits were materially consistent with the amount as of December 31, 2024. The Company believes its liability for unrecognized tax benefits, excluding interest and penalties, will not materially change over the following twelve months.
7. accounts receivable
Accounts receivable—Net as of June 30, 2025 and December 31, 2024, consists of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Accounts receivable |
|
$ |
|
|
$ |
|
||
Allowance for credit losses and sales reserves |
|
|
( |
) |
|
|
( |
) |
Accounts receivable—Net |
|
$ |
|
|
$ |
|
||
17
As of June 30, 2025, one customer accounted for 10% of accounts receivable—Net. As of December 31, 2024, one customer accounted for 11% of accounts receivable—Net.
Changes to the allowance for credit losses and sales reserves during the three and six months ended June 30, 2025 and 2024 consist of the following (in thousands):
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Charges to bad debt and sales reserves |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Write-offs—Net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
8. OTHER CURRENT ASSETS
Other current assets as of June 30, 2025 and December 31, 2024 consists of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Prepaid SaaS costs |
|
$ |
|
|
$ |
|
||
Prepaid service fees |
|
|
|
|
|
|
||
Prepaid software and equipment maintenance |
|
|
|
|
|
|
||
Prepaid insurance |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total other current assets |
|
$ |
|
|
$ |
|
||
9. SOFTWARE, EQUIPMENT, AND PROPERTY
Software, equipment, and property as of June 30, 2025 and December 31, 2024 consists of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Software, licenses and database |
|
$ |
|
|
$ |
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Computer equipment |
|
|
|
|
|
|
||
Building and land |
|
|
|
|
|
|
||
Furniture and other equipment |
|
|
|
|
|
|
||
Total software, equipment, and property |
|
|
|
|
|
|
||
Less accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Software, equipment, and property—Net |
|
$ |
|
|
$ |
|
||
Depreciation and amortization expense related to software, equipment and property was $
18
10. LEASES
The Company leases real estate in the form of office space and data center facilities. Generally, at the inception of the contract, the term for real estate leases ranges from
The components of lease expense for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating lease costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable lease costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
During the three months ended June 30, 2025 and 2024, the Company made cash payments for operating leases of $
During the three months ended June 30, 2025 and 2024 the Company did
11. GOODWILL AND INTANGIBLE ASSETS
Goodwill and intangible assets are primarily the result of business acquisitions.
The Company performs its annual impairment assessment of goodwill and indefinite life intangible assets as of November 30 of each year.
Changes in the carrying amount of goodwill were as follows during the six months ended June 30, 2025 (in thousands):
|
|
Net Carrying |
|
|
|
|
Amount |
|
|
Balance as of December 31, 2024 |
|
$ |
|
|
Acquisition of EvolutionIQ, Inc. |
|
|
|
|
Balance as of June 30, 2025 |
|
$ |
|
|
Intangible Assets—During the six months ended June 30, 2025, the Company recorded $
The intangible assets balance as of June 30, 2025 is reflected below (in thousands):
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|||
|
|
Estimated |
|
Remaining |
|
Gross |
|
|
|
|
|
Net |
|
|||
|
|
Useful Life |
|
Useful Life |
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|||
|
|
(Years) |
|
(Years) |
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|||
Customer relationships |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Acquired technologies |
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Trademarks |
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||
Trademarks—indefinite life |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||
Total intangible assets |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
19
The intangible assets balance as of December 31, 2024 is reflected below (in thousands):
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
||||
|
|
Estimated |
|
|
Remaining |
|
Gross |
|
|
|
|
|
Net |
|
||||
|
|
Useful Life |
|
|
Useful Life |
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
||||
|
|
(Years) |
|
|
(Years) |
|
Amount |
|
|
Amortization |
|
|
Amount |
|
||||
Customer relationships |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Acquired technologies |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Trademarks—indefinite life |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Total intangible assets |
|
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Amortization expense for intangible assets was $
Future amortization expense for the remainder of the year ended December 31, 2025 and the following four years ended December 31 and thereafter for intangible assets as of June 30, 2025 is as follows (in thousands):
Years Ending December 31: |
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
12. ACCRUED EXPENSES
Accrued expenses as of June 30, 2025 and December 31, 2024 consists of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Compensation |
|
$ |
|
|
$ |
|
||
Royalties and licenses |
|
|
|
|
|
|
||
Software license agreement |
|
|
|
|
|
|
||
Sales tax |
|
|
|
|
|
|
||
Professional services |
|
|
|
|
|
|
||
Option holdback |
|
|
|
|
|
|
||
Employee insurance benefits |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued expenses |
|
$ |
|
|
$ |
|
||
13. OTHER LIABILITIES
Other liabilities as of June 30, 2025 and December 31, 2024 consists of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Income taxes payable—non-current |
|
$ |
|
|
$ |
|
||
Fair value on interest rate swap |
|
|
|
|
|
|
||
Software license agreement |
|
|
|
|
|
|
||
Deferred revenue—non-current |
|
|
|
|
|
|
||
Total other liabilities |
|
$ |
|
|
$ |
|
||
20
14. LONG-TERM DEBT
On September 21, 2021, CCC Intelligent Solutions Inc., an indirect wholly owned subsidiary of the Company, together with certain of the Company’s subsidiaries acting as guarantors entered into a credit agreement (as amended, the “2021 Credit Agreement”).
The 2021 Credit Agreement originally consisted of an $
Prior to the Fourth Amendment, the interest rate per annum applicable to the Incremental Term Loans were based on a fluctuating rate of interest, determined by the Company's leverage ratio, as defined in the 2021 Credit Agreement. In connection with the Fourth Amendment, the Incremental Term Loans were refinanced together with other term loans outlined in the following paragraphs.
On January 23, 2025, the Company entered into the fourth amendment (the “Fourth Amendment” and together with the Third Amendment, the “Amendments”) to the 2021 Credit Agreement.
Pursuant to the terms of the Fourth Amendment, the Company incurred incremental term loans in an aggregate principal amount of $
All other terms and conditions within the Company’s 2021 Credit Agreement were unchanged as part of the Amendments.
Upon execution of the Fourth Amendment, the Company had outstanding borrowings under a term loan of $
The Company incurred $
The Term Loan requires quarterly principal payments of approximately $
As of June 30, 2025 and December 31, 2024, the amount outstanding on the Term Loan was $
Borrowings under the 2021 Credit Facilities bear interest at rates based on the ratio of CCC Intelligent Solutions Inc. and certain of its subsidiaries’ consolidated first lien net indebtedness to consolidated EBITDA for applicable periods specified in the 2021 Credit Agreement.
Pursuant to the Fourth Amendment, the interest rate per annum applicable to the Term Loan is based on a fluctuating rate of interest equal to the sum of an applicable rate and, at the Company’s election from time to time, either:
(1)
21
(2)
Prior to the Amendments, the interest rate per annum applicable to the loans is based on a fluctuating rate of interest equal to the sum of an applicable rate and term SOFR (or EURIBOR or SONIA) with a term, as selected by the Company, of one, three or six months (subject to (x) in the case of term loans, a
In September 2024, the Company entered into Amendment No. 2 to the 2021 Credit Agreement (the "Second Amendment") to (i) remove the SOFR credit adjustment applicable to the 2021 Revolving Credit Facility and (ii) reduce the applicable interest rate for the 2021 Revolving Credit Facility by
At the time of entering into the 2021 Credit Agreement, the Company incurred $
A quarterly commitment fee of up to
During the three months ended June 30, 2025 and 2024, the weighted-average interest rate on the outstanding borrowings under the Term Loan was
During the six months ended June 30, 2025 and 2024, the weighted-average interest rate on the outstanding borrowings under the Term Loan was
As of June 30, 2025 and December 31, 2024, the Company has outstanding standby letters of credit for $
The terms of the 2021 Credit Agreement include a financial covenant which requires that, at the end of each fiscal quarter, if the aggregate amount of borrowings under the 2021 Revolving Credit Facility exceeds
Long-term debt as of June 30, 2025 and December 31, 2024 consists of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Term Loan |
|
$ |
|
|
$ |
|
||
Term Loan—discount |
|
|
( |
) |
|
|
( |
) |
Term Loan—deferred financing fees |
|
|
( |
) |
|
|
( |
) |
Term Loan—Net of discount & fees |
|
|
|
|
|
|
||
Less: Current portion |
|
|
( |
) |
|
|
( |
) |
Total long-term debt—Net of current portion |
|
$ |
|
|
$ |
|
||
Interest Rate Swaps—During the six months ended June 30, 2025, the Company entered into three interest rate swap agreements (the "Swaps") to reduce its exposure to variability from future cash flows resulting from interest rate risk related to its floating rate long-term debt. Pursuant to the terms of the Swaps, beginning on July 31, 2025, the Company will pay an average fixed interest rate of
As of June 30, 2025, the aggregate fair value of the Swaps was a liability of $
Interest Rate Caps—In August 2022, the Company entered into two interest rate cap agreements to reduce its exposure to increases in interest rates applicable to its floating rate long-term debt. The interest rate cap agreements have an aggregate notional amount of $
22
Cash received related to the interest rate cap agreements was $
As of June 30, 2025 and December 31, 2024, the aggregate fair value of the interest rate cap agreements was $
15. REDEEMABLE NON-CONTROLLING INTEREST
On March 12, 2020, the Company entered into a stock purchase agreement and other related documentation (the "Stock Purchase Agreements") with a third-party investor (the "Investor") for purchase by the Investor of Series A Preferred Stock in CCC Cayman Holdings Limited ("CCC Cayman"), a majority-owned subsidiary of the Company and the parent of the Company’s China subsidiaries. At the closing of the transactions under the Stock Purchase Agreements (the "Close Date"), CCC Cayman, a subsidiary of the Company, issued
The Preferred Shares were redeemable upon an actual or deemed redemption event as defined in the Stock Purchase Agreements or at the option of the Investor beginning on the five-year anniversary of the Close Date, if an actual or deemed redemption event had not yet occurred.
The redemption price, as defined by the Stock Purchase Agreements, was equal to the original issue price of the Preferred Shares, plus
The Preferred Shares did not participate in net income or losses.
On March 17, 2025, the Company received a notice of redemption under the Stock Purchase Agreements. Upon receiving the notice of redemption, the shares became mandatorily redeemable and payable by CCC Cayman (without recourse to the Company) and were no longer presented within mezzanine equity as a redeemable non-controlling interest.
As of December 31, 2024, the Investor’s ownership in CCC Cayman was classified in mezzanine equity as a redeemable non-controlling interest, because it was redeemable on an event that was not solely in the control of the Company.
The activity impacting the redeemable non-controllable interest during the three and six months ended June 30, 2025 and 2024 is presented below (in thousands):
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
June 30, |
|
|
June 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Balance at beginning of period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Accretion of redeemable non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
||||
Issuance of promissory note to minority investor of redeemable preferred securities |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Balance at end of period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
16. NOTE PAYABLE TO MINORITY INVESTOR
In connection with the Investor’s notice of redemption of their Series A Preferred Stock and in accordance with the provisions of the Stock Purchase Agreements (see Note 15), on May 16, 2025, CCC Cayman issued a promissory note (the "Promissory Note") to the Investor. The obligors under the Promissory Note are CCC Cayman and its subsidiaries, without recourse to the Company.
The Promissory Note has an initial principal amount outstanding of $
The Promissory Note's maturity date is defined as the date CCC Cayman has available funds and assets, as defined in the Stock Purchase Agreements, that are available and sufficient to pay in full the redemption price for the Investor’s shares of Series A
23
Preferred Stock. The Promissory Note allows for CCC Cayman to prepay, in whole or in part, any outstanding principal or interest prior to the maturity date without penalty.
As of June 30, 2025, the total amount outstanding under the Promissory Note was $
17. Capital stock
Preferred Stock—The Company is authorized to issue up to
Common Stock—The Company is authorized to issue up to
There were
Restricted Common Stock—As part of the acquisition of EvolutionIQ in January 2025 (see Note 3), the Company issued
Secondary Offerings and Stock Repurchase—In March 2025, certain existing stockholders completed a secondary offering where the selling stockholders sold
During the six months ended June 30, 2024, certain existing stockholders completed secondary offerings where the selling stockholders sold an aggregate of
In connection with the secondary offerings, the Company incurred costs of $
Share Repurchase Program—In December 2024, the Company's board of directors authorized the repurchase of up to $
During the three months ended June 30, 2025, the Company repurchased
As of June 30, 2025, the Company has repurchased $
24
18. STOCK INCENTIVE PLANS
In July 2021, the 2021 Equity Incentive Plan (the "2021 Plan") was adopted and approved by the Company's board of directors and stockholders.
Restricted Stock Units and Restricted Stock Awards—
|
|
|
|
|
Weighted- |
|
||
|
|
|
|
|
Average |
|
||
|
|
Shares |
|
|
Fair Value |
|
||
Unvested —December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Unvested —June 30, 2025 |
|
|
|
|
|
|
||
In connection with the acquisition of EvolutionIQ (see Note 3), the Company granted
During the six months ended June 30, 2025, the Company granted
During the six months ended June 30, 2025,
Stock Options—
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
||||
|
|
|
|
|
|
|
|
Average |
|
|
|
|
||||
|
|
|
|
|
Weighted- |
|
|
Remaining |
|
|
Aggregate |
|
||||
|
|
|
|
|
Average |
|
|
Contractual |
|
|
Intrinsic |
|
||||
|
|
|
|
|
Exercise |
|
|
Life |
|
|
Value |
|
||||
|
|
Shares |
|
|
Price |
|
|
(in years) |
|
|
(in thousands) |
|
||||
Options outstanding—December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Forfeited and canceled |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Options outstanding—June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options exercisable—June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options vested and expected to vest—June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
The fair value of the options which vested during the six months ended June 30, 2025 was $
Cayman Equity Incentive Plan—In December 2022, the Company adopted the CCCIS Cayman Holdings Employees Equity Incentive Plans ("Cayman Incentive Plans"), which provide for the issuance of stock option awards in CCC Cayman ("Cayman Awards") to eligible employees of the Company's China subsidiaries.
Awards under the Cayman Incentive Plans are settled in cash and thus accounted for as liability awards. Awards granted under the Cayman Incentive Plans have time-based vesting and expire on the tenth anniversary of the grant date.
There were
Employee Stock Purchase Plan—In July 2021, the Company adopted the CCC 2021 Employee Stock Purchase Plan ("ESPP").
During the six months ended June 30, 2025,
The fair value of the ESPP purchase rights sold during the six months ended June 30, 2025 was estimated using the Black-Scholes option pricing model with the following assumptions:
25
Expected term (in years) |
|
|
Expected volatility |
|
|
Expected dividend yield |
|
|
Risk-free interest rate |
|
Stock-Based Compensation—Stock-based compensation expense has been recorded in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows for the three and six months ended June 30, 2025 and 2024 (in thousands):
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Cost of revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of June 30, 2025, there was $
As of June 30, 2025, there was $
19. WARRANTS
Upon consummation of the Business Combination, the Company assumed warrants sold in a private placement ("Private Warrants") issued by Dragoneer.
Private Warrants could only be exercised for a whole number of shares of the Company’s common stock. Each whole Private Warrant entitled the registered holder to purchase one share of the Company’s common stock. All warrants had an exercise price of $
During May 2024, the Company redeemed all of the outstanding Private Warrants for an aggregate
During the three and six months ended June 30, 2024, the Company recognized income of $
20
Purchase Obligations—The Company has long-term agreements with suppliers and other parties related to licensing data used in its services, outsourced data center, disaster recovery and SaaS that expire at various dates through
Guarantees—The Company’s services and solutions are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and substantially in accordance with the Company’s services and solutions documentation under normal use and circumstances. The Company’s services and solutions are generally warranted to be performed in a professional manner and to materially conform to the specifications set forth in the related customer contract. The Company’s arrangements also include certain provisions for indemnifying customers against liabilities if its services and solutions infringe a third party’s intellectual property rights.
26
To date, the Company has not incurred any material costs as a result of such indemnifications or commitments and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements.
21. LEGAL PROCEEDINGS AND CONTINGENCIES
In the ordinary course of business, the Company is from time to time, involved in various pending or threatened legal actions. The litigation process is inherently uncertain, and it is possible that the resolution of such matters might have a material adverse effect upon the Company’s consolidated financial condition and/or results of operations. The Company’s management believes, based on current information, matters currently pending or threatened are not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations.
In a prior year, the Company made claims against certain parties for violation of its intellectual property and other related actions. These claims were settled during the six months ended June 30, 2025.
22. ReLATED PARTIES
The Company has engaged in transactions within the ordinary course of business with entities affiliated with its principal equity owners and directors.
The following table summarizes revenues recognized and expenses incurred with entities affiliated with one of its principal equity owners and directors for the three and six months ended June 30, 2025 and 2024 (in thousands):
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Credit card processing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee health insurance benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Board of director fees for services, including related travel and out-of-pocket reimbursements |
|
|
|
|
|
|
|
|
|
|
|
|
||||
IT security software |
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of June 30, 2025 and 2024, all receivables and payables from related parties were de minimis.
23. OTHER (EXPENSE) INCOME—NET
Other (expense) income—Net consists of the following (in thousands):
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Loss from change in fair value of interest rate swaps |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Loss from change in fair value of interest rate caps |
|
|
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Income from derivative instruments |
|
|
|
|
|
|
|
$ |
|
|
|
|
||||
Other income—Net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total other (expense) income—Net |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
24. NET INCOME (LOSS) PER SHARE
The Company calculates basic earnings per share by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The diluted earnings per share is computed by assuming the exercise, settlement and vesting of all potential dilutive common stock equivalents outstanding for the period using the treasury stock method. The Company excludes common stock equivalent shares from the calculation if their effect is anti-dilutive. In a period where the Company is in a net loss position, the diluted loss per share is calculated using the basic share count.
27
The following table sets forth a reconciliation of the numerator and denominator used to compute basic and diluted earnings per share of common stock (in thousands, except for share and per share data).
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Accretion of redeemable non-controlling interest |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net income (loss) attributable to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares of common stock—basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of stock-based awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares of common stock—diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Approximately
Approximately
As part of the Business Combination,
25. SEGMENT INFORMATION and information about geographic areas
The Company organizes its segments around its operations by geographic region and operates in
The Company does not have intra-entity sales or transfers.
The chief operating decision maker (“CODM”) of the Domestic Segment is the Company’s chief executive officer. The CODM assesses performance for the Domestic Segment at the segment level and uses the segment’s performance when making strategic decisions on how to allocate resources and capital. In addition, the segment’s performance is used when reviewing actual financial performance against internal budgets and for establishing incentive compensation targets.
The Company’s financial information and performance measures used by the CODM do not include a metric or measure including segment assets and thus, no asset information is provided to the CODM for the purpose of making strategic decisions or allocating resources.
The following table presents the Company’s financial information about reported segment revenue, significant segment expenses, and the Company’s reconciliation of segment profit (loss) to consolidated net income (loss) (in thousands):
28
|
|
For the Three Months |
|
|
For the Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue—Domestic Segment |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Revenue—Other (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Data licenses and royalties—adjusted (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Customer services—adjusted (3) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products and technology—adjusted (4) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue enablement—adjusted (5) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General corporate and administrative—adjusted (6) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other segment items (7) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Significant non-cash items (8) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Income tax (benefit) provision |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Total segment expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) including non-controlling interest |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
1
2
3
4
5
6
7
8
29
Revenues by geographic area, presented based upon the location of the customer are as follows (in thousands):
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
China |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Software, equipment and property—Net by geographic area are as follows (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
United States |
|
$ |
|
|
$ |
|
||
China |
|
|
|
|
|
|
||
Total software, equipment and property—Net |
|
$ |
|
|
$ |
|
||
30
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 together with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements included herein. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" as set forth elsewhere in this Quarterly Report on Form 10-Q.
Unless otherwise indicated or the context otherwise requires, references to "CCC," the "Company," "we," "us," "our" and other similar terms refer to CCC Intelligent Solutions Holdings Inc. and its consolidated subsidiaries.
Business Overview
Founded in 1980, CCC provides leading SaaS platforms for the multi-trillion-dollar insurance economy powering operations for insurers, repairers, automakers, part suppliers, and more. CCC cloud technology connects more than 35,000 businesses digitizing mission-critical workflows, commerce, and customer experiences. A trusted leader in artificial intelligence ("AI"), customer experience, network and workflow management, CCC delivers technology that turns crucial moments into intelligent experiences, with the goal of shaping a world where life just works.
Our business has been built upon two foundational pillars: automotive insurance claims and automotive collision repair. For decades we have delivered leading software solutions to both the insurance and repair industries, including pioneering Direct Repair Programs ("DRP") in the U.S. beginning in 1992. DRP connects auto insurers and collision repair shops to create business value for both parties, and requires digital tools to facilitate interactions and manage partner programs. Insurer-to-shop DRP connections have created a strong network effect for CCC’s platform, as insurers and repairers both benefit by joining the largest network to maximize opportunities. This has led to a virtuous cycle in which more insurers on the platform drives more value for the collision shops on the platform, and vice versa.
We believe we have become a leading insurance and repair SaaS provider in the U.S. by increasing the depth and breadth of our SaaS offerings over many years. Our insurance solutions help insurance carriers manage mission-critical workflows across the claims lifecycle, while building intelligent experiences for their customers. Our software integrates seamlessly with both legacy and modern systems and enables insurers to rapidly innovate on our platform. Our repair solutions help collision repair facilities achieve better performance throughout the collision repair cycle by digitizing processes to drive business growth, streamline operations, and improve repair quality. We have more than 300 insurers on our network, connecting with more than 30,500 repair facilities through our multi-tenant cloud platform. We believe our software is the architectural backbone of insurance DRP systems and is a primary driver of material revenue for our collision repair shop customers and a source of material efficiencies for our insurance carrier customers.
Our platform is designed to solve the “many-to-many” problem faced by the insurance economy. There are numerous internally and externally developed insurance software solutions in the market today, with the vast majority of applications focused on insurance-only use cases and not on serving the broader insurance ecosystem. We have prioritized building a leading network around our automotive insurance and collision repair pillars to further digitize interactions and maximize value for our customers. We have tens of thousands of companies on our platform that participate in the insurance economy, including insurers, repairers, parts suppliers, and automotive manufacturers. Our solutions create value for each of these parties by connecting them with our vast network to collaborate with other companies, streamline operations, and reduce processing costs and dollars lost through claims management inefficiencies, or claims leakage. Expanding our platform has added new layers of network effects, further accelerating the adoption of our software solutions.
We have processed more than $2 trillion of historical data across our network, allowing us to build proprietary data assets that leverage insurance claims, vehicle repair, automotive parts and other vehicle-specific information. We believe we are uniquely positioned to provide data-driven insights, analytics, and AI-enhanced workflows that strengthen our solutions and improve business outcomes for our customers. Our AI solutions streamline existing insurance and repair processes including vehicle damage detection, claim triage, claim handling, repair estimating, intelligent claim review, and claim subrogation. We deliver real-world AI with more than 100 U.S. auto insurers and more than 10,000 U.S. collision repairers actively using AI-powered solutions in production environments.
One of the primary obstacles facing the insurance economy is increasing complexity which is driven by technological advancements, supply-chain disruption, social inflation, medical inflation, and Internet-of-Things data. We believe digitization plays a critical role in managing this growing complexity while meeting consumer expectations. Our technology investments are focused on digitizing complex processes and interactions across our ecosystem, and we believe we are well positioned to power the insurance economy of the future with our data, network, and platform.
31
While our position in the insurance economy is grounded in the automotive insurance sector, the largest property and casualty ("P&C") insurance sector in the U.S. representing nearly half of P&C Direct Written Premium ("DWP"), we believe our integrations and cloud platform are capable of driving innovation across the broader insurance economy. Our customers are increasingly looking for CCC to expand its solutions to other parts of their business where they can benefit from our technology, service, and partnership. In response, we are investing in new solutions that we believe will enable us to digitize the entire automotive claims lifecycle, and over time expand into adjacencies including other insurance lines. For example, CCC’s acquisition of EvolutionIQ, Inc. ("EvolutionIQ") in January 2025 added claims solutions in disability and workers’ compensation insurance lines to CCC’s solution suite.
We have strong customer relationships in the end-markets we serve, and these relationships are a key component of our success given the long-term nature of our contracts and the interconnectedness of our network. We have customer agreements with more than 300 insurers (including carriers, self-insurers and other entities processing insurance claims), including 27 of the top 30 automotive insurance carriers in the U.S., based on DWP, and hundreds of regional carriers. We have more than 35,000 total customers, including more than 30,500 automotive collision repair facilities (including repairers and other entities that estimate damaged vehicles), more than 6,000 parts suppliers, 13 of the top 15 automotive manufacturers based on new vehicle sales, and numerous other companies that participate in the insurance economy.
Key Performance Measures and Operating Metrics
In addition to our GAAP and non-GAAP financial measures, we rely on Software Net Dollar Retention Rate ("Software NDR") and Software Gross Dollar Retention Rate ("Software GDR") to measure and evaluate our business to make strategic decisions. Software NDR and Software GDR may not be comparable to or calculated in the same way as other similarly titled measures used by other companies.
Software NDR
We believe that Software NDR provides our management and our investors with insight into our ability to retain and grow revenue from our existing customers, as well as their potential long-term value to us. We also believe the results shown by this metric reflect the stability of our revenue base, which is one of our core competitive strengths. We calculate Software NDR by dividing (a) annualized software revenue recorded in the last month of the measurement period, for example, March for a quarter ending March 31, for unique billing accounts that generated revenue during the corresponding month of the prior year by (b) annualized software revenue as of the corresponding month of the prior year. The calculation includes changes for these billing accounts, such as changes in the solutions purchased, changes in pricing and transaction volume, but does not reflect revenue for new customers added. The calculation excludes: (a) changes in estimates related to the timing of one-time revenue and other revenue, including professional services, and (b) annualized software revenue for smaller customers with annualized software revenue below the threshold of $100,000 for carriers and $4,000 for shops. The customers that do not meet the revenue threshold are small carriers and shops that tend to have different buying behaviors, with a narrower solution focus, and different tenure compared to our core customers (excluded small carriers and shops represent less than 5% of total revenue within these sales channels). Our Software NDR includes carriers and shops who subscribe to our auto physical damage solutions, which account for most of the Company’s revenue, and excludes revenue from smaller emerging solutions with international subsidiaries or other ecosystem solutions, such as parts suppliers and other automotive manufacturers, and also excludes CCC casualty solutions which are largely usage and professional service based.
Beginning with the quarter ended March 31, 2025, our Software NDR calculation includes EvolutionIQ’s software revenue. The new calculation is a result of the acquisition of EvolutionIQ and not the result of a change in the methodology applicable to our pre-acquisition business. The calculation of Software NDR as of and following the quarter ended March 31, 2025 is consistent with the methodology described above, using Software NDR on a combined company basis for the prior year annualized software revenue to determine annualized revenue growth, and, with respect to EvolutionIQ’s software revenue, excludes (a) changes in estimates related to the timing of one-time revenue and other revenue, including professional services, and (b) annualized software revenue for smaller customers with annualized software revenue below the threshold of $100,000 for carriers (with shops not applicable to the EvolutionIQ business).
|
|
Quarter Ending |
|
2025 |
|
2024 |
Software NDR |
|
March 31 |
|
107% |
|
107% |
|
|
June 30 |
|
107% |
|
107% |
|
|
September 30 |
|
|
|
106% |
|
|
December 31 |
|
|
|
105% |
32
Software GDR
We believe that Software GDR provides our management and our investors with insight into the value our solutions provide to our customers as represented by our ability to retain our existing customer base. We believe the results shown by this metric reflect the strength and stability of our revenue base, which is one of our core competitive strengths. We calculate Software GDR by dividing (a) annualized software revenue recorded in the last month of the measurement period in the prior year, reduced by annualized software revenue for unique billing accounts that are no longer customers as of the current period end by (b) annualized software revenue as of the corresponding month of the prior year. The calculation reflects only customer losses and does not reflect customer expansion or contraction for these billing accounts and does not reflect revenue for new customer billing accounts added. Our Software GDR calculation represents our annualized software revenue that is retained from the prior year and demonstrates that the vast majority of our customers continue to use our solutions and renew their subscriptions. The calculation excludes: (a) changes in estimates related to the timing of one-time revenue and other revenue, including professional services, and (b) annualized software revenue for smaller customers with annualized software revenue below the threshold of $100,000 for carriers and $4,000 for shops. The customers that do not meet the revenue threshold are small carriers and shops that tend to have different buying behaviors, with a narrower solution focus, and different tenure compared to our core customers (excluded small carriers and shops which represent less than 5% of total revenue within these sales channels). Our Software GDR includes carriers and shops who subscribe to our auto physical damage solutions, which account for most of the Company’s revenue, and excludes revenue from smaller emerging solutions with international subsidiaries or other ecosystem solutions, such as parts suppliers and other automotive manufacturers, and excludes CCC casualty solutions which are largely usage and professional service based.
Beginning with the quarter ended March 31, 2025, our Software GDR calculation includes EvolutionIQ’s software revenue. The new calculation is a result of the acquisition of EvolutionIQ and not the result of a change in methodology applicable to our pre-acquisition business. The calculation of Software GDR as of and following the quarter ended March 31, 2025 is consistent with the methodology described above, using Software GDR on a combined company basis for the prior year annualized software revenue to determine annualized revenue growth, and, with respect to EvolutionIQ’s software revenue excludes (a) changes in estimates related to the timing of one-time revenue and other revenue, including professional services, and (b) annualized software revenue for smaller customers with annualized software revenue below the threshold of $100,000 for carriers (with shops not applicable to the EvolutionIQ business).
|
|
Quarter Ending |
|
2025 |
|
2024 |
Software GDR |
|
March 31 |
|
99% |
|
99% |
|
|
June 30 |
|
99% |
|
99% |
|
|
September 30 |
|
|
|
99% |
|
|
December 31 |
|
|
|
99% |
33
Results of Operations
Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2024
|
|
Three Months Ended June 30, |
|
|
|
|
||||||||||
(dollar amounts in thousands, except share and per share data) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues |
|
$ |
260,451 |
|
|
$ |
232,618 |
|
|
$ |
27,833 |
|
|
|
12.0 |
% |
Cost of revenues, exclusive of amortization of acquired technologies |
|
|
62,067 |
|
|
|
53,231 |
|
|
|
8,836 |
|
|
|
16.6 |
% |
Amortization of acquired technologies |
|
|
4,368 |
|
|
|
2,090 |
|
|
|
2,278 |
|
|
|
109.0 |
% |
Cost of revenues(1) |
|
|
66,435 |
|
|
|
55,321 |
|
|
|
11,114 |
|
|
|
20.1 |
% |
Gross profit |
|
|
194,016 |
|
|
|
177,297 |
|
|
|
16,719 |
|
|
|
9.4 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development(1) |
|
|
59,929 |
|
|
|
49,253 |
|
|
|
10,676 |
|
|
|
21.7 |
% |
Selling and marketing(1) |
|
|
43,475 |
|
|
|
36,321 |
|
|
|
7,154 |
|
|
|
19.7 |
% |
General and administrative(1) |
|
|
47,630 |
|
|
|
51,268 |
|
|
|
(3,638 |
) |
|
|
-7.1 |
% |
Amortization of intangible assets |
|
|
18,512 |
|
|
|
17,942 |
|
|
|
570 |
|
|
|
3.2 |
% |
Total operating expenses |
|
|
169,546 |
|
|
|
154,784 |
|
|
|
14,762 |
|
|
|
9.5 |
% |
Operating income |
|
|
24,470 |
|
|
|
22,513 |
|
|
|
1,957 |
|
|
|
8.7 |
% |
Other (expense) income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
(17,836 |
) |
|
|
(16,602 |
) |
|
|
(1,234 |
) |
|
|
-7.4 |
% |
Interest income |
|
|
1,220 |
|
|
|
2,625 |
|
|
|
(1,405 |
) |
|
|
-53.5 |
% |
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
15,963 |
|
|
|
(15,963 |
) |
|
|
-100.0 |
% |
Other (expense) income—Net |
|
|
(2,057 |
) |
|
|
1,253 |
|
|
|
(3,310 |
) |
|
NM |
|
|
Total other (expense) income |
|
|
(18,673 |
) |
|
|
3,239 |
|
|
|
(21,912 |
) |
|
NM |
|
|
Pretax income |
|
|
5,797 |
|
|
|
25,752 |
|
|
|
(19,955 |
) |
|
|
-77.5 |
% |
Income tax benefit (provision) |
|
|
7,163 |
|
|
|
(4,307 |
) |
|
|
11,470 |
|
|
NM |
|
|
Net income including non-controlling interest |
|
|
12,960 |
|
|
|
21,445 |
|
|
|
(8,485 |
) |
|
|
-39.6 |
% |
Less: accretion of redeemable non-controlling interest |
|
|
— |
|
|
|
(1,221 |
) |
|
|
1,221 |
|
|
|
100.0 |
% |
Net income attributable to CCC Intelligent Solutions Holdings Inc. common stockholders |
|
$ |
12,960 |
|
|
$ |
20,224 |
|
|
$ |
(7,264 |
) |
|
|
-35.9 |
% |
Net income per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.02 |
|
|
$ |
0.03 |
|
|
|
|
|
|
|
||
Diluted |
|
$ |
0.02 |
|
|
$ |
0.03 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average shares used in computing net income per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
637,578,033 |
|
|
|
609,997,114 |
|
|
|
|
|
|
|
||
Diluted |
|
|
660,622,703 |
|
|
|
638,367,745 |
|
|
|
|
|
|
|
||
NM—Not Meaningful |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) Includes stock-based compensation expense as follows (in thousands): |
|
|
|
|
|
|
|
|||||||||
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
||||
Cost of revenues |
|
$ |
4,110 |
|
|
$ |
2,672 |
|
|
|
|
|
|
|
||
Research and development |
|
|
14,535 |
|
|
|
11,515 |
|
|
|
|
|
|
|
||
Sales and marketing |
|
|
12,522 |
|
|
|
6,785 |
|
|
|
|
|
|
|
||
General and administrative |
|
|
14,808 |
|
|
|
19,153 |
|
|
|
|
|
|
|
||
Total stock-based compensation expense |
|
$ |
45,975 |
|
|
$ |
40,125 |
|
|
|
|
|
|
|
||
Revenues
Revenues increased by $27.8 million to $260.5 million, or 12.0%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The Company's software subscription revenues accounted for $250.6 million and $223.0 million, or 96% of total revenue, during the three months ended June 30, 2025 and 2024.
34
The increase in revenue was primarily a result of 5% growth from existing customer upgrades and expanding solution offerings to these existing customers, 4% growth from the acquisition of EvolutionIQ, and 3% growth from new customers.
Cost of Revenues
Cost of revenues increased by $11.1 million to $66.4 million, or 20.1%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024.
Cost of Revenues, exclusive of amortization of acquired technologies
Cost of revenues, exclusive of amortization of acquired technologies, increased by $8.8 million to $62.1 million, or 16.6%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was primarily due to a $4.1 million increase in depreciation expense related to additional investments in new and enhanced customer solutions and platform development, a $3.5 million increase in personnel-related costs, including a $1.4 million increase in stock-based compensation, partially due to the acquisition of EvolutionIQ in January 2025, and a $1.3 million increase in third party fees and direct costs associated with our revenue growth.
Amortization of Acquired Technologies
Amortization of acquired technologies increased $2.3 million to $4.4 million for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was due to the amortization of new acquired technology recognized as part of the acquisition of EvolutionIQ in January 2025.
Gross Profit
Gross profit increased by $16.7 million to $194.0 million, or 9.4%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Our gross profit margin was 74.5% for the three months ended June 30, 2025, compared to 76.2% for the three months ended June 30, 2024. The increase in gross profit was due to increased software subscription revenues and economies of scale resulting from fixed cost arrangements, including the impacts from the acquisition of EvolutionIQ in January 2025.
Research and Development
Research and development expense increased by $10.7 million to $59.9 million, or 21.7%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was primarily due to a $14.1 million increase in personnel and resource related costs, including a $3.0 million increase in stock-based compensation, primarily due to the acquisition of EvolutionIQ in January 2025, partially offset by a $3.7 million decrease in information technology ("IT") related costs.
Selling and Marketing
Selling and marketing expense increased by $7.2 million to $43.5 million, or 19.7%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was due to an $6.2 million increase in personnel-related costs, including a $5.7 million increase in stock-based compensation. The increases were primarily the result of the acquisition of EvolutionIQ in January 2025.
General and Administrative
General and administrative expense decreased by $3.6 million to $47.6 million, or 7.1%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The decrease was primarily due to a $4.3 million decrease in stock-based compensation and a $1.8 million decrease in professional service costs, partially offset by a $1.8 million increase in personnel-related costs and a $0.4 million increase in IT and communication related costs.
Amortization of Intangible Assets
Amortization of intangible assets was $18.5 million and $17.9 million for the three months ended June 30, 2025 and 2024, respectively. The increase in amortization of intangible assets was due to the intangible assets recognized as part of the acquisition of EvolutionIQ in January 2025.
Interest Expense
Interest expense increased by $1.2 million to $17.8 million, or 7.4%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was due to the additional interest incurred on the Promissory Note payable by CCC Cayman and its subsidiaries to a minority investor and the interest incurred on an additional $225.0 million term loan as part of the third amendment to the 2021 Credit Agreement, entered into in January 2025, partially offset by lower variable interest rates during the three months ended June 30, 2025.
35
Interest Income
Interest income decreased by $1.4 million to $1.2 million, or 53.5%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, mainly due to lower average balances on interest earning deposits and money market funds during the three months ended June 30, 2025.
Change in Fair Value of Warrant Liabilities
Due to the redemption of all outstanding warrants in May 2024, the Company did not recognize any income or expense as a change in fair value of warrant liabilities during the three months ended June 30, 2025. We recognized income of $16.0 million for the three months ended June 30, 2024. The change in fair value of warrant liabilities during the three months ended June 30, 2024 was primarily due to changes in the price of the Company's common stock during the reporting period.
Other (Expense) Income—Net
We recognized other expense—Net of $2.1 million for the three months ended June 30, 2025 compared to other income—Net of $1.3 million for the three months ended June 30, 2024. The expense recognized during the three months ended June 30, 2025 was primarily due to the decrease in the fair value of derivative instruments.
Income Tax Benefit (Provision)
The Company recognized an income tax benefit of $7.2 million and an income tax provision of $4.3 million for the three months ended June 30, 2025 and 2024, respectively. The income tax benefit during the three months ended June 30, 2025 was primarily due to the Company's year-to-date pre-tax book loss.
Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024
36
|
|
Six Months Ended June 30, |
|
|
|
|
||||||||||
(dollar amounts in thousands, except share and per share data) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||
Revenue |
|
$ |
512,016 |
|
|
$ |
459,855 |
|
|
$ |
52,161 |
|
|
|
11.3 |
% |
Cost of revenue, exclusive of amortization of acquired technologies |
|
|
124,271 |
|
|
|
106,038 |
|
|
|
18,233 |
|
|
|
17.2 |
% |
Amortization of acquired technologies |
|
|
8,737 |
|
|
|
8,657 |
|
|
|
80 |
|
|
|
0.9 |
% |
Cost of revenues(1) |
|
|
133,008 |
|
|
|
114,695 |
|
|
|
18,313 |
|
|
|
16.0 |
% |
Gross profit |
|
|
379,008 |
|
|
|
345,160 |
|
|
|
33,848 |
|
|
|
9.8 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development(1) |
|
|
121,692 |
|
|
|
98,730 |
|
|
|
22,962 |
|
|
|
23.3 |
% |
Selling and marketing(1) |
|
|
91,772 |
|
|
|
71,907 |
|
|
|
19,865 |
|
|
|
27.6 |
% |
General and administrative(1) |
|
|
114,748 |
|
|
|
108,329 |
|
|
|
6,419 |
|
|
|
5.9 |
% |
Amortization of intangible assets |
|
|
37,024 |
|
|
|
35,884 |
|
|
|
1,140 |
|
|
|
3.2 |
% |
Total operating expenses |
|
|
365,236 |
|
|
|
314,850 |
|
|
|
50,386 |
|
|
|
16.0 |
% |
Operating income |
|
|
13,772 |
|
|
|
30,310 |
|
|
|
(16,538 |
) |
|
|
-54.6 |
% |
Other (expense) income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
(34,763 |
) |
|
|
(33,054 |
) |
|
|
(1,709 |
) |
|
|
-5.2 |
% |
Interest income |
|
|
3,168 |
|
|
|
5,092 |
|
|
|
(1,924 |
) |
|
|
-37.8 |
% |
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
14,378 |
|
|
|
(14,378 |
) |
|
|
-100.0 |
% |
Other (expense) income—Net |
|
|
(7,154 |
) |
|
|
4,191 |
|
|
|
(11,345 |
) |
|
NM |
|
|
Total other expense |
|
|
(38,749 |
) |
|
|
(9,393 |
) |
|
|
(29,356 |
) |
|
|
-312.5 |
% |
Pretax (loss) income |
|
|
(24,977 |
) |
|
|
20,917 |
|
|
|
(45,894 |
) |
|
NM |
|
|
Income tax benefit (provision) |
|
|
20,516 |
|
|
|
(69 |
) |
|
|
20,585 |
|
|
NM |
|
|
Net income (loss) including non-controlling interest |
|
|
(4,461 |
) |
|
|
20,848 |
|
|
|
(25,309 |
) |
|
NM |
|
|
Less: accretion of redeemable non-controlling interest |
|
|
(1,276 |
) |
|
|
(2,363 |
) |
|
|
1,087 |
|
|
|
46.0 |
% |
Net (loss) income attributable to CCC Intelligent Solutions Holdings Inc. Common Stockholders |
|
$ |
(5,737 |
) |
|
$ |
18,485 |
|
|
$ |
(24,222 |
) |
|
NM |
|
|
Net (loss) income per share attributable to common |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(0.01 |
) |
|
$ |
0.03 |
|
|
|
|
|
|
|
||
Diluted |
|
$ |
(0.01 |
) |
|
$ |
0.03 |
|
|
|
|
|
|
|
||
Weighted-average shares used in computing net (loss) income per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
637,207,185 |
|
|
|
604,138,246 |
|
|
|
|
|
|
|
||
Diluted |
|
|
637,207,185 |
|
|
|
636,990,633 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) Includes stock-based compensation expense as follows (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
||||
Cost of revenues |
|
$ |
6,795 |
|
|
$ |
4,754 |
|
|
|
|
|
|
|
||
Research and development |
|
|
32,136 |
|
|
|
22,586 |
|
|
|
|
|
|
|
||
Sales and marketing |
|
|
25,650 |
|
|
|
12,513 |
|
|
|
|
|
|
|
||
General and administrative |
|
|
42,442 |
|
|
|
45,243 |
|
|
|
|
|
|
|
||
Total stock-based compensation expense |
|
$ |
107,023 |
|
|
$ |
85,096 |
|
|
|
|
|
|
|
||
Revenues
Revenues increased by $52.2 million to $512.0 million, or 11.3%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The Company's software subscription revenues accounted for $493.1 million and $441.1 million, or 96% of total revenue during the six months ended June 30, 2025 and 2024.
The increase in revenue was primarily a result of 4% growth from existing customer upgrades and expanding solution offerings to these existing customers, 4% growth from the acquisition of EvolutionIQ, and 3% growth from new customers.
37
Cost of Revenues
Cost of revenues increased by $18.3 million to $133.0 million, or 16.0%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
Cost of Revenues, exclusive of amortization of acquired technologies
Cost of revenues, exclusive of amortization of acquired technologies, increased by $18.2 million to $124.3 million, or 17.2%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily due to a $7.9 million increase in depreciation expense related to additional investments in new and enhanced customer solutions and platform development, a $5.9 million increase in personnel-related costs, including a $2.0 million increase in stock-based compensation, partially due to the acquisition of EvolutionIQ in January 2025, and a $3.4 million increase in third party fees and direct costs associated with our revenue growth.
Amortization of Acquired Technologies
Amortization of acquired technologies was $8.7 million for the six months ended June 30, 2025 and 2024. The amortization recognized on acquired technologies as part of the acquisition of EvolutionIQ in January 2025 was offset by certain acquired technology intangible assets reaching the end of their useful life in April 2024.
Gross Profit
Gross profit increased by $33.8 million to $379.0 million, or 9.8%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. Our gross profit margin was 74.0% for the six months ended June 30, 2025, compared to 75.1% for the six months ended June 30, 2024. The increase in gross profit was due to increased software subscription revenues and economies of scale resulting from fixed cost arrangements.
Research and Development
Research and development expense increased by $23.0 million to $121.7 million, or 23.3%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase was primarily due to a $27.8 million increase in personnel and resource related costs, including a $9.6 million increase in stock-based compensation, primarily due to the acquisition of EvolutionIQ in January 2025, partially offset by a $4.1 million decrease in IT related costs.
Selling and Marketing
Selling and marketing expense increased by $19.9 million to $91.8 million, or 27.6%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase was primarily due to a $18.5 million increase in personnel-related costs, including a $13.1 million increase in stock-based compensation. The increases were primarily the result of the acquisition of EvolutionIQ in January 2025.
General and Administrative
General and administrative expense increased by $6.4 million to $114.7 million, or 5.9%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase was primarily due to a $7.4 million increase in professional service costs, mainly due to the acquisition of EvolutionIQ in January 2025, and a $2.6 million increase in personal-related costs, partially offset by a $2.8 million decrease in stock-based compensation.
Amortization of Intangible Assets
Amortization of intangible assets was $37.0 million and $35.9 million for the six months ended June 30, 2025 and 2024, respectively.
Interest Expense
Interest expense increased by $1.7 million to $34.8 million, or 5.2%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase was due to the additional interest incurred on the Promissory Note payable by CCC Cayman and its subsidiaries to a minority investor and the interest incurred on an additional $225.0 million term loan as part of the third amendment to the 2021 Credit Agreement, entered into in January 2025, partially offset by lower variable interest rates during the six months ended June 30, 2025.
Interest Income
Interest income decreased by $1.9 million to $3.2 million, or 37.8%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, due to lower average balances on interest earning deposits and money market funds during the six months ended June 30, 2025.
38
Change in Fair Value of Warrant Liabilities
Due to the redemption of all outstanding warrants in May 2024, the Company did not recognize any income or expense as a change in fair value of warrant liabilities during the six months ended June 30, 2025. We recognized income of $14.4 million for the six months ended June 30, 2024. The change in fair value of warrant liabilities during the six months ended June 30, 2024 was primarily due to changes in the price of the Company's common stock during the reporting period.
Other (Expense) Income—Net
We recognized other expense of $7.2 million for the six months ended June 30, 2025 compared to other income $4.2 million for the six months ended June 30, 2024. The expense recognized during the six months ended June 30, 2025 was primarily due to the decrease in the fair value of derivative instruments.
Income Tax Benefit (Provision)
The Company recognized an income tax benefit of $20.5 million and an income tax provision of $0.1 million for the six months ended June 30, 2025 and 2024, respectively. The income tax benefit during the six months ended June 30, 2025 was primarily due to Company's pre-tax book loss.
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we believe that Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share, and Free Cash Flow, which are each non-GAAP measures, are useful in evaluating our operational performance. We use this non-GAAP financial information to evaluate our ongoing operations and for internal planning, budgeting and forecasting purposes and setting management bonus programs. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance and comparing our performance with competitors and other comparable companies, which may present similar non-GAAP financial measures to investors. Our computation of these non-GAAP measures may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate these measures in the same fashion. We endeavor to compensate for the limitation of the non-GAAP measure presented by also providing the most directly comparable GAAP measure and a description of the reconciling items and adjustments to derive the non-GAAP measure. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures on a supplemental basis.
Adjusted Gross Profit
We believe that Adjusted Gross Profit, as defined below, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results. Adjusted Gross Profit is defined as gross profit, adjusted for amortization of acquired technologies and stock-based compensation and related employer payroll tax, which are not indicative of our recurring core business operating results. Adjusted Gross Profit Margin is defined as Adjusted Gross Profit divided by Revenue.
The following table reconciles Gross Profit to Adjusted Gross Profit for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(amounts in thousands, except percentages) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Gross Profit |
|
$ |
194,016 |
|
|
$ |
177,297 |
|
|
$ |
379,008 |
|
|
$ |
345,160 |
|
Amortization of acquired technologies |
|
|
4,368 |
|
|
|
2,090 |
|
|
|
8,737 |
|
|
|
8,657 |
|
Stock-based compensation and related employer payroll tax |
|
|
4,137 |
|
|
|
2,693 |
|
|
|
7,238 |
|
|
|
5,280 |
|
Adjusted Gross Profit |
|
$ |
202,521 |
|
|
$ |
182,080 |
|
|
$ |
394,983 |
|
|
$ |
359,097 |
|
Gross Profit Margin |
|
|
74 |
% |
|
|
76 |
% |
|
|
74 |
% |
|
|
75 |
% |
Adjusted Gross Profit Margin |
|
|
78 |
% |
|
|
78 |
% |
|
|
77 |
% |
|
|
77 |
% |
Adjusted Operating Expenses
We believe that Adjusted Operating Expenses, as defined below, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results. Adjusted Operating Expenses is defined as operating expenses adjusted for amortization of intangible assets, stock-based compensation expense and related employer payroll tax, costs associated with the acquisition and integration of completed and potential mergers and acquisitions
39
("M&A"), costs related to equity transactions, including secondary offerings, litigation proceeds and litigation costs for matters in which we are the plaintiff and related antitrust matters and debt refinancing costs.
The following table reconciles operating expenses to Adjusted Operating Expenses for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(dollar amounts in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating expenses |
|
$ |
169,546 |
|
|
$ |
154,784 |
|
|
$ |
365,236 |
|
|
$ |
314,850 |
|
Amortization of intangible assets |
|
|
(18,512 |
) |
|
|
(17,942 |
) |
|
|
(37,024 |
) |
|
|
(35,884 |
) |
Stock-based compensation expense and related employer payroll tax |
|
|
(42,121 |
) |
|
|
(38,075 |
) |
|
|
(104,939 |
) |
|
|
(85,520 |
) |
M&A and integration costs |
|
|
(348 |
) |
|
|
— |
|
|
|
(7,967 |
) |
|
|
(477 |
) |
Equity transaction costs, including secondary offerings |
|
|
(165 |
) |
|
|
(1,046 |
) |
|
|
(452 |
) |
|
|
(1,738 |
) |
Litigation (costs) proceeds, net |
|
|
(125 |
) |
|
|
(1,624 |
) |
|
|
3,665 |
|
|
|
(2,200 |
) |
Debt refinancing costs |
|
|
— |
|
|
|
— |
|
|
|
(3,119 |
) |
|
|
— |
|
Adjusted Operating Expenses |
|
$ |
108,275 |
|
|
$ |
96,097 |
|
|
$ |
215,400 |
|
|
$ |
189,031 |
|
Adjusted Operating Income
We believe that Adjusted Operating Income, as defined below, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results. Adjusted Operating Income is defined as operating income adjusted for amortization of intangible assets and acquired technologies, stock-based compensation expense and related employer payroll tax, costs associated with the acquisition and integration of completed and potential M&A, costs related to equity transactions, including secondary offerings, litigation proceeds and litigation costs for matters in which we are the plaintiff and related antitrust matters and debt refinancing costs.
The following table reconciles operating income to Adjusted Operating Income for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(dollar amounts in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating income |
|
$ |
24,470 |
|
|
$ |
22,513 |
|
|
$ |
13,772 |
|
|
$ |
30,310 |
|
Amortization of intangible assets |
|
|
18,512 |
|
|
|
17,942 |
|
|
|
37,024 |
|
|
|
35,884 |
|
Amortization of acquired technologies—Cost of revenue |
|
|
4,368 |
|
|
|
2,090 |
|
|
|
8,737 |
|
|
|
8,657 |
|
Stock-based compensation expense and related employer payroll tax |
|
|
46,258 |
|
|
|
40,768 |
|
|
|
112,177 |
|
|
|
90,800 |
|
M&A and integration costs |
|
|
348 |
|
|
|
— |
|
|
|
7,967 |
|
|
|
477 |
|
Equity transaction costs, including secondary offerings |
|
|
165 |
|
|
|
1,046 |
|
|
|
452 |
|
|
|
1,738 |
|
Litigation costs (proceeds), net |
|
|
125 |
|
|
|
1,624 |
|
|
|
(3,665 |
) |
|
|
2,200 |
|
Debt refinancing costs |
|
|
— |
|
|
|
— |
|
|
|
3,119 |
|
|
|
— |
|
Adjusted Operating Income |
|
$ |
94,246 |
|
|
$ |
85,983 |
|
|
$ |
179,583 |
|
|
$ |
170,066 |
|
Adjusted EBITDA
We believe that Adjusted EBITDA, as defined below, is useful in evaluating our operational performance distinct and apart from financing costs, certain expenses and non-operational expenses. Adjusted EBITDA is defined as net income (loss) adjusted for interest, taxes, amortization of intangible assets and acquired technologies, depreciation, stock-based compensation expense and related employer payroll tax, costs associated with the acquisition and integration of completed and potential M&A, costs related to equity transactions, including secondary offerings, litigation proceeds and litigation costs for matters in which we are the plaintiff and related antitrust matters, debt refinancing costs, change in fair value of derivative instruments, income from derivative instruments and change in fair value of warrant liabilities. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenue.
40
The following table reconciles net income (loss) to Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(dollar amounts in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
12,960 |
|
|
$ |
21,445 |
|
|
$ |
(4,461 |
) |
|
$ |
20,848 |
|
Interest expense |
|
|
17,836 |
|
|
|
16,602 |
|
|
|
34,763 |
|
|
|
33,054 |
|
Interest income |
|
|
(1,220 |
) |
|
|
(2,625 |
) |
|
|
(3,168 |
) |
|
|
(5,092 |
) |
Income tax provision (benefit) |
|
|
(7,163 |
) |
|
|
4,307 |
|
|
|
(20,516 |
) |
|
|
69 |
|
Amortization of intangible assets |
|
|
18,512 |
|
|
|
17,942 |
|
|
|
37,024 |
|
|
|
35,884 |
|
Amortization of acquired technologies—Cost of revenue |
|
|
4,368 |
|
|
|
2,090 |
|
|
|
8,737 |
|
|
|
8,657 |
|
Depreciation and amortization of software, equipment and property |
|
|
2,231 |
|
|
|
2,299 |
|
|
|
4,495 |
|
|
|
4,164 |
|
Depreciation and amortization of software, equipment and property—Cost of revenue |
|
|
11,548 |
|
|
|
7,418 |
|
|
|
22,878 |
|
|
|
14,996 |
|
Stock-based compensation expense and related employer payroll tax |
|
|
46,258 |
|
|
|
40,768 |
|
|
|
112,177 |
|
|
|
90,800 |
|
M&A and integration costs |
|
|
348 |
|
|
|
— |
|
|
|
7,967 |
|
|
|
477 |
|
Equity transaction costs, including secondary offerings |
|
|
165 |
|
|
|
1,046 |
|
|
|
452 |
|
|
|
1,738 |
|
Litigation costs (proceeds), net |
|
|
125 |
|
|
|
1,624 |
|
|
|
(3,665 |
) |
|
|
2,200 |
|
Debt refinancing costs |
|
|
— |
|
|
|
— |
|
|
|
3,119 |
|
|
|
— |
|
Change in fair value of derivative instruments |
|
|
2,640 |
|
|
|
852 |
|
|
|
8,381 |
|
|
|
134 |
|
Income from derivative instruments |
|
|
(492 |
) |
|
|
(2,008 |
) |
|
|
(989 |
) |
|
|
(4,039 |
) |
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
(15,963 |
) |
|
|
— |
|
|
|
(14,378 |
) |
Adjusted EBITDA |
|
$ |
108,116 |
|
|
$ |
95,797 |
|
|
$ |
207,194 |
|
|
$ |
189,512 |
|
Adjusted EBITDA Margin |
|
|
42 |
% |
|
|
41 |
% |
|
|
40 |
% |
|
|
40 |
% |
Adjusted Net Income and Adjusted Earnings Per Share
We believe that Adjusted Net Income, as defined below, and Adjusted Earnings Per Share are useful in evaluating our operational performance distinct and apart from financing costs, certain expenses and non-operational expenses. Adjusted Net Income is defined as net income (loss) adjusted for the after-tax effects of amortization of intangible assets and acquired technologies, stock-based compensation expense and related employer payroll tax, costs associated with the acquisition and integration of completed and potential M&A, costs related to equity transactions, including secondary offerings, litigation proceeds and litigation costs for matters in which we are the plaintiff and related antitrust matters, debt refinancing costs, change in fair value of derivative instruments, and change in fair value of warrant liabilities.
41
The following table reconciles net income (loss) to Adjusted Net Income and Adjusted Earnings Per Share for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(dollar amounts in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
12,960 |
|
|
$ |
21,445 |
|
|
$ |
(4,461 |
) |
|
$ |
20,848 |
|
Amortization of intangible assets |
|
|
18,512 |
|
|
|
17,942 |
|
|
|
37,024 |
|
|
|
35,884 |
|
Amortization of acquired technologies—Cost of revenue |
|
|
4,368 |
|
|
|
2,090 |
|
|
|
8,737 |
|
|
|
8,657 |
|
Stock-based compensation expense and related employer payroll tax |
|
|
46,258 |
|
|
|
40,768 |
|
|
|
112,177 |
|
|
|
90,800 |
|
M&A and integration costs |
|
|
348 |
|
|
|
— |
|
|
|
7,967 |
|
|
|
477 |
|
Equity transaction costs, including secondary offerings |
|
|
165 |
|
|
|
1,046 |
|
|
|
452 |
|
|
|
1,738 |
|
Litigation costs (proceeds), net |
|
|
125 |
|
|
|
1,624 |
|
|
|
(3,665 |
) |
|
|
2,200 |
|
Debt refinancing costs |
|
|
— |
|
|
|
— |
|
|
|
3,119 |
|
|
|
— |
|
Change in fair value of derivative instruments |
|
|
2,640 |
|
|
|
852 |
|
|
|
8,381 |
|
|
|
134 |
|
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
(15,963 |
) |
|
|
— |
|
|
|
(14,378 |
) |
Tax effect of adjustments |
|
|
(26,521 |
) |
|
|
(13,618 |
) |
|
|
(56,394 |
) |
|
|
(35,384 |
) |
Adjusted Net Income |
|
$ |
58,855 |
|
|
$ |
56,186 |
|
|
$ |
113,337 |
|
|
$ |
110,976 |
|
Adjusted Net Income Per Share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.09 |
|
|
$ |
0.09 |
|
|
$ |
0.18 |
|
|
$ |
0.18 |
|
Diluted |
|
$ |
0.09 |
|
|
$ |
0.09 |
|
|
$ |
0.17 |
|
|
$ |
0.17 |
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
637,578,033 |
|
|
|
609,997,114 |
|
|
|
637,207,185 |
|
|
|
604,138,246 |
|
Diluted |
|
|
660,622,703 |
|
|
|
638,367,745 |
|
|
|
666,130,181 |
|
|
|
636,990,633 |
|
Free Cash Flow
We believe that Free Cash Flow, as defined below, provides meaningful supplemental information regarding our ability to generate cash and fund our operations and capital expenditures. Free Cash Flow is defined as net cash provided by operating activities less cash used for the purchases of software, equipment, and property.
The following table reconciles net cash provided by operating activities to Free Cash Flow for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(dollar amounts in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net cash provided by operating activities |
|
$ |
43,056 |
|
|
$ |
51,774 |
|
|
$ |
101,548 |
|
|
$ |
107,009 |
|
Purchases of software, equipment, and property |
|
|
(15,703 |
) |
|
|
(15,561 |
) |
|
|
(30,549 |
) |
|
|
(31,224 |
) |
Free Cash Flow |
|
$ |
27,353 |
|
|
$ |
36,213 |
|
|
$ |
70,999 |
|
|
$ |
75,785 |
|
Liquidity and Capital Resources
We have financed our operations with cash flows from operations. The Company generated $101.5 million of cash flows from operating activities during the six months ended June 30, 2025. As of June 30, 2025, the Company had cash and cash equivalents of $55.1 million, a working capital surplus of $77.2 million and an accumulated deficit totaling $1,272.2 million. As of June 30, 2025, the Company had $996.0 million aggregate principal outstanding on its term loan.
We believe that our existing cash and cash equivalents, our cash flows from operating activities and our borrowing capacity under our 2021 Revolving Credit Facility will be sufficient to fund our operations, fund required long-term debt repayments and meet our commitments for capital expenditures for at least the next twelve months.
Although we are not currently a party to any material definitive agreement regarding potential investments in, or acquisitions of, complementary businesses, applications or technologies, we may enter into these types of arrangements, which could reduce our cash and cash equivalents or require us to seek additional equity or debt financing. Additional funds from financing arrangements may not be available on terms favorable to us or at all.
42
Debt
On September 21, 2021, CCC Intelligent Solutions Inc., an indirect wholly owned subsidiary of the Company, together with certain of the Company’s subsidiaries acting as guarantors entered into a credit agreement (as amended, the “2021 Credit Agreement”).
The 2021 Credit Agreement originally consisted of an $800.0 million term loan, the proceeds of which, with cash on hand, were used to repay all outstanding borrowings under the Company’s previous credit agreement.
On January 6, 2025, in conjunction with the acquisition of EvolutionIQ, the Company entered into the third amendment to the 2021 Credit Agreement (the “Third Amendment”) that provided the Company with incremental term loans in an aggregate principal amount of $225.0 million (the "Incremental Term Loans"). Prior to the Fourth Amendment (as defined below) the Incremental Term Loans were repayable in quarterly installments in an amount equal to 0.25% of the original principal amount, with the balance payable at maturity, September 21, 2028.
Prior to the Fourth Amendment, the interest rate per annum applicable to the Incremental Term Loans were based on a fluctuating rate of interest, determined by the Company's leverage ratio, as defined in the 2021 Credit Agreement, as amended. In connection with the Fourth Amendment, the Incremental Term Loans were refinanced together with other term loans outlined in the following paragraphs.
On January 23, 2025, the Company entered into the fourth amendment (the “Fourth Amendment” and together with the Third Amendment, the “Amendments”) to the 2021 Credit Agreement.
Pursuant to the terms of the Fourth Amendment, the Company incurred incremental term loans in an aggregate principal amount of $225.0 million, which were used to (i) refinance certain outstanding incremental term loans (including the Incremental Term Loans), (ii) extend the maturity of all term loans to January 23, 2032, (iii) remove the credit spread adjustment applicable to Secured Overnight Financing Rate ("SOFR") loans, and (iv) reduce the interest rate margin applicable to all term loans.
All other terms and conditions within the Company’s 2021 Credit Agreement were unchanged as part of the Amendments.
Upon execution of the Fourth Amendment, the Company had outstanding borrowings under a term loan of $1,001.0 million (the “Term Loan”) and a revolving credit facility for an aggregate principal amount of $250.0 million (the “2021 Revolving Credit Facility” and together with the Term Loan, the “2021 Credit Facilities”).
The Term Loan requires quarterly principal payments of approximately $2.5 million until December 31, 2031, with the remaining outstanding principal amount required to be paid on the maturity date. If the Company’s leverage ratio, as defined in the 2021 Credit Agreement is greater than 3.5, the Term Loan requires a prepayment of principal, subject to certain exceptions, in connection with the receipt of proceeds from certain asset sales, casualty events, and debt issuances by the Company, and up to 50% of annual excess cash flow, as defined in and as further set forth in the 2021 Credit Agreement. When a principal prepayment is required, the prepayment offsets the future quarterly principal payments of the same amount. As of December 31, 2024, the Company’s leverage ratio did not exceed the 3.5 threshold and the Company was not subject to the annual excess cash flow calculation, and as such, not required to make a prepayment of principal.
As of June 30, 2025, the amount outstanding on the Term Loan was $996.0 million, of which, $10.0 million is classified as current.
Borrowings under the 2021 Credit Facilities bear interest at rates based on the ratio of CCC Intelligent Solutions Inc. and certain of its subsidiaries’ consolidated first lien net indebtedness to consolidated EBITDA for applicable periods specified in the 2021 Credit Agreement.
Pursuant to the Fourth Amendment, the interest rate per annum applicable to the Term Loan is based on a fluctuating rate of interest equal to the sum of an applicable rate and, at the Company’s election from time to time, either:
(1) 1.00% in the case of base rate loans, and 2.00% in the case of SOFR (or the Euro Interbank Offer Rate ("EURIBOR") or the Sterling Overnight Indexed Average ("SONIA")) loans, if S&P and Moody’s Debt First Lien Leverage Ratio Ratings (as defined in the Credit Agreement) are below BB- (with a stable outlook) or below Ba3 (with a stable outlook) (or if for any reason this category does not apply, including if the Borrower has only one Debt Rating or the Borrower does not have any Debt Rating), and
(2) 0.75%, in the case of base rate loans, and 1.75%, in the case of SOFR (or EURIBOR or SONIA) loans, if S&P and Moody’s Debt First Lien Leverage Ratio Ratings are both BB- (with a stable outlook) or better and Ba3 (with a stable outlook) or better.
Prior to the Amendments, the interest rate per annum applicable to the loans is based on a fluctuating rate of interest equal to the sum of an applicable rate and term SOFR (other than with respect to Euros, the EURIBOR and with respect to British Pounds Sterling, SONIA) with a term, as selected by the Company, of one, three or six months (subject to (x) in the case of term loans, a 0.50% per annum floor and (y) in the case of revolving loans, a 0.00% per annum floor.
43
In September 2024, the Company entered into Amendment No. 2 to the 2021 Credit Agreement (the "Second Amendment") to (i) remove the SOFR credit adjustment applicable to the 2021 Revolving Credit Facility and (ii) reduce the applicable interest rate for the 2021 Revolving Credit Facility by 0.25%. Additionally, the maturity date for the 2021 Revolving Credit Facility was extended to September 23, 2029.
A quarterly commitment fee of up to 0.50% is payable on the unused portion of the 2021 Revolving Credit Facility.
During the three months ended June 30, 2025 and 2024, the weighted-average interest rate on the outstanding borrowings under the Term Loan was 6.4% and 7.8%, respectively.
During the six months ended June 30, 2025 and 2024, the weighted-average interest rate on the outstanding borrowings under the Term Loan was 6.3% and 7.8%, respectively.
The Company has outstanding standby letters of credit for $1.1 million which reduces the amount available to be borrowed under the 2021 Revolving Credit Facility. As of June 30, 2025, $248.9 million was available to be borrowed under the 2021 Revolving Credit Facility.
The terms of the 2021 Credit Agreement include a financial covenant which requires that, at the end of each fiscal quarter, if the aggregate amount of borrowings under the 2021 Revolving Credit Facility exceeds 35% of the aggregate commitments of the Company, the leverage ratio of CCC Intelligent Solutions Inc. and certain of its subsidiaries cannot exceed 6.25 to 1.00. Borrowings under the 2021 Revolving Credit Facility did not exceed 35% of the aggregate commitments and the Company was not subject to the leverage test as of June 30, 2025.
Interest Rate Swaps—During the three months ended March 31, 2025, the Company entered into three interest rate swap agreements (the "Swaps") to reduce its exposure to variability from future cash flows resulting from interest rate risk related to its floating rate long-term debt. Pursuant to the terms of the Swaps, beginning on July 31, 2025, the Company will pay an average fixed interest rate of 3.94% on an aggregate notional amount corresponding to borrowings of $750.0 million in exchange for receipts on the same notional amount at a floating interest rate based on the applicable SOFR at the time of payment. The Swaps expire on July 31, 2027.
Interest Rate Caps—In August 2022, the Company entered into two interest rate cap agreements, as amended, to reduce its exposure to increases in interest rates applicable to its floating rate long-term debt. The amended interest rate cap agreements have an aggregate notional amount of $600.0 million and a one-month SOFR cap rate of 4.00% through their expiration in July 2025.
Cash Flows
The following table provides a summary of cash flow data for the six months ended June 30, 2025 and 2024:
|
|
Six Months Ended June 30, |
|
|||||
(dollar amounts in thousands) |
|
2025 |
|
|
2024 |
|
||
Net cash provided by operating activities |
|
$ |
101,548 |
|
|
$ |
107,009 |
|
Net cash used in investing activities |
|
|
(445,682 |
) |
|
|
(31,224 |
) |
Net cash provided by (used in) financing activities |
|
|
167 |
|
|
|
(33,328 |
) |
Net effect of exchange rate change |
|
|
37 |
|
|
|
(136 |
) |
Change in cash and cash equivalents |
|
$ |
(343,930 |
) |
|
$ |
42,321 |
|
Net cash provided by operating activities was $101.5 million for the six months ended June 30, 2025. Net cash provided by operating activities consists of a net loss of $4.5 million, adjusted for $169.8 million of non-cash items, ($57.2) million for changes in working capital and ($6.5) million for the effect of changes in other operating assets and liabilities. Significant non-cash adjustments include stock-based compensation expense of $107.0 million, depreciation and amortization of $73.1 million and a change in fair value of derivative instruments of $8.4 million, partially offset by deferred income taxes of $20.5 million. The change in working capital was primarily the result of a change in income taxes of $27.8 million due to timing of payments, an increase in accounts receivable of $25.5 million, and a decrease in accrued expenses of $9.2 million due to employee incentive plan payments, partially offset by an increase in deferred revenue of $4.8 million.
Net cash used in investing activities was $445.7 million for the six months ended June 30, 2025. Net cash used in investing activities was due to $415.1 million used for the acquisition of EvolutionIQ and $30.5 million of capitalized internally developed software projects and purchases of software, equipment, and property.
Net cash provided by financing activities was $0.2 million for the six months ended June 30, 2025. Net cash provided by financing activities was primarily due $225.0 million of an incremental term loan used for the acquisition of EvolutionIQ, partially offset by $172.5 million for a repurchase of common stock, $44.4 million of payments for employee tax liabilities related to the net share settlement of employee equity awards, $6.6 million of payments for fees associated with a debt modification and $5.0 million of principal payments of long-term debt.
44
Recent Accounting Pronouncements
See Note 2 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations.
Critical Accounting Estimates
Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses and related disclosures. Our estimates are based on our historical experience, trends and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material.
Except as described below, there have been no material changes to our critical accounting estimates as compared to the critical accounting policies and estimates disclosed in our audited consolidated financial statements and notes thereto for the year ended December 31, 2024 in our Annual Report on Form 10-K.
Business Combinations
The results of a business acquired in a business combination are included in our condensed consolidated financial statements as of the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date, which may be considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill.
We perform valuations of assets acquired and liabilities assumed and allocate the purchase price to the respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, royalty rates, and selection of comparable companies. We engage third-party valuation specialists to assist in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. The resulting fair values and useful lives assigned to acquisition-related intangible assets impact the amount and timing of future amortization expense.
These estimates are inherently uncertain and unpredictable, and if different estimates were used the purchase price for the acquisition could be allocated to the acquired assets and liabilities differently from the allocation that we have made. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates, and if such events occur, we may be required to record a charge against the value ascribed to an acquired asset, an increase in the amounts recorded for assumed liabilities, or an impairment of some or all of the goodwill.
Goodwill and intangible assets recognized in connection with our acquisition of EvolutionIQ in January 2025 was $538.8 million and $167.9 million, respectively.
There have been no other material changes to our critical accounting estimates as compared to the critical accounting policies and estimates disclosed in our audited consolidated financial statements and notes thereto for the year ended December 31, 2024, included in our Annual Report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our market risk compared to the disclosures in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of June 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
45
Changes in Internal Control over Financial Reporting
On January 6, 2025, we completed the acquisition of EvolutionIQ, which was accounted for as a business combination. As permitted by SEC guidance, the scope of management's evaluation of internal control over financial reporting can exclude acquisitions during the first year of an acquisition. Management is in the process of integrating, evaluating, and where necessary, implementing changes in controls and procedures of EvolutionIQ.
Other than the integration of EvolutionIQ, there were no changes in our internal control over financial reporting during the three months ended June 30, 2025 identified in management’s evaluation pursuant to in Rules 13a-15(d) and 15d-15(d) of the Exchange Act that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
46
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, the Company is from time to time, involved in various pending or threatened legal actions. The litigation process is inherently uncertain, and it is possible that the resolution of such matters might have a material adverse effect on the Company’s consolidated financial condition and/or results of operations. The Company’s management believes, based on current information, matters currently pending or threatened are not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations.
Item 1A. Risk Factors
For risk factors relating to our business, please refer to the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024. Any of these factors could result in a significant or material adverse effect on the results of our operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The table set forth below summarizes the Company's purchases of its common stock during the three months ended June 30, 2025.
Issuer Purchases of Equity Securities |
||||||||||||||
Period |
|
Total Number of Shares Purchased |
|
|
Average Purchase Price per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
|||
April 2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$227.7 million |
May 2025 |
|
|
3,218,076 |
|
|
$ |
8.907 |
|
|
|
3,218,076 |
|
|
$199.1 million |
June 2025 |
|
|
7,770,251 |
|
|
$ |
9.095 |
|
|
|
7,770,251 |
|
|
$127.7 million |
Total |
|
|
10,988,327 |
|
|
$ |
9.019 |
|
|
|
10,988,327 |
|
|
$127.7 million |
1 In December 2024, the Company's board of directors authorized the repurchase of up to $300.0 million of the Company's outstanding shares of common stock. The program has no expiration date.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit Number |
|
Description |
31.1* |
|
Certification of Chief Executive Officer (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 Chief Financial Officer (Principal Financial and Accounting 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 Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
47
32.2** |
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS* |
|
Inline XBRL Instance Document |
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104* |
|
Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
__________
* Filed herewith
** Furnished herewith
48
SIGNATURE
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 hereunto duly authorized.
Dated: July 31, 2025 |
CCC INTELLIGENT SOLUTIONS HOLDINGS INC. |
|
|
|
|
|
By: |
/s/ Githesh Ramamurthy |
|
Name: |
Githesh Ramamurthy |
|
Title: |
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
|
Dated: July 31, 2025 |
|
|
|
|
|
|
By: |
/s/ Brian Herb |
|
Name: |
Brian Herb |
|
Title: |
Executive Vice President, Chief Financial and Administrative Officer (Principal Financial Officer) |
49
FAQ
How many Kochav Defense Acquisition Corp. units does Bank of Montreal own?
Does Bank of Montreal have sole voting power over KCHVU units?
Why did BMO file a Schedule 13G instead of a 13D?
What is the CUSIP associated with the reported units?
When was the ownership threshold crossed?
What percentage of KCHVU does the 2.15 M units represent?
