10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from      to

Commission file number 001-40684

PowerSchool Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	85-4166024
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
150 Parkshore Drive Folsom, CA (Address of Principal Executive Offices)	95630 (Zip Code)

(877) 873-1550

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	PWSC	The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The registrant had 203,652,282 shares of common stock outstanding as of April 30, 2024.

TABLE OF CONTENTS

Part I - Financial Information		4
	Item 1. Condensed Consolidated Financial Statements (Unaudited)	4
	Condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023	4
	Condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023	6
	Condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2024 and 2023	7
	Condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023	8
	Notes to unaudited condensed consolidated financial statements	10
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	26
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	43
	Item 4. Controls and Procedures	43
Part II - Other Information		44
	Item 1. Legal Proceedings	44
	Item 1A. Risk Factors	44
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	44
	Item 3. Defaults Upon Senior Securities	44
	Item 4. Mine Safety Disclosures	44
	Item 5. Other Information	44
	Item 6. Exhibits	45
Signatures		46

Part I - Financial Information

Item 1. - Condensed Consolidated Financial Statements (Unaudited)

POWERSCHOOL HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for number of shares and par value)

	As of March 31, 2024		As of December 31, 2023
Assets
Current Assets:
Cash and cash equivalents	$	17,425	$	39,054
Accounts receivable—net of allowance of $6,543 and $7,930 respectively	61,121		76,618
Prepaid expenses and other current assets	51,609		40,449
Total current assets	130,155		156,121
Property and equipment - net	8,181		5,003
Operating lease right-of-use assets	15,900		15,998
Capitalized product development costs - net	112,810		112,089
Goodwill	2,770,971		2,740,725
Intangible assets - net	692,953		710,635
Other assets	35,897		36,311
Total assets	$	3,766,867	$	3,776,882
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	12,686	$	13,629
Accrued expenses	110,858		116,271
Operating lease liabilities, current	3,837		4,958
Deferred revenue, current	275,461		373,672
Revolving credit facility	125,000		—
Current portion of long-term debt	8,379		8,379
Total current liabilities	536,221		516,909
Noncurrent Liabilities:
Other liabilities	1,902		2,178
Operating lease liabilities—net of current	13,461		13,359
Deferred taxes	276,629		275,316
Tax Receivable Agreement liability	375,647		396,397
Deferred revenue—net of current	8,196		6,111
Long-term debt, net	810,497		811,325
Total liabilities	2,022,553		2,021,595
Commitments and contingencies (Note 12)

4

Stockholders' Equity:
Class A common stock, $0.0001 par value per share, 500,000,000 shares authorized, 165,726,673 and 164,796,626 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.	16		16
Class B common stock, $0.0001 par value per share, 300,000,000 shares authorized, 37,654,059 and 37,654,059 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.	4		4
Additional paid-in capital	1,532,371		1,520,288
Accumulated other comprehensive loss	(2,828)		(2,094)
Accumulated deficit	(237,945)		(218,387)
Total stockholders' equity attributable to PowerSchool Holdings, Inc.	1,291,618		1,299,827
Non-controlling interest	452,696		455,460
Total stockholders' equity	1,744,314		1,755,287
Total liabilities and stockholders' equity	$	3,766,867	$	3,776,882

See notes to condensed consolidated financial statements.

5

POWERSCHOOL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands except for per-share data)

	Three Months Ended March 31,
	2024		2023
Revenue:
Subscriptions and support	$	166,927	$	141,073
Service	16,686		16,233
License and other	1,354		2,148
Total revenue	184,967		159,454
Cost of revenue:
Subscriptions and support	46,327		38,194
Service	13,383		14,323
License and other	1,071		951
Depreciation and amortization	19,080		16,021
Total cost of revenue	79,861		69,489
Gross profit	105,106		89,965
Operating expenses:
Research and development	31,651		25,421
Selling, general, and administrative	52,432		49,558
Acquisition costs	753		—
Depreciation and amortization	17,349		15,771
Total operating expenses	102,185		90,750
Income (loss) from operations	2,921		(785)
Interest expense—net	20,996		14,029
Other expenses (income)—net	(99)		44
Loss before income taxes	(17,976)		(14,858)
Income tax expense (benefit)	4,872		(45)
Net loss	(22,848)		(14,813)
Less: Net loss attributable to non-controlling interest	(3,290)		(2,960)
Net loss attributable to PowerSchool Holdings, Inc.	(19,558)		(11,853)
Net loss attributable to PowerSchool Holdings, Inc. Class A common stock:
Basic	$	(19,558)	$	(11,853)
Diluted	$	(24,131)	$	(11,853)
Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, basic and diluted	$	(0.12)	$	(0.07)
Weighted average shares of Class A common stock:
Basic	165,037,089		160,506,571
Diluted	202,691,148		160,506,571
Other comprehensive income (loss), net of taxes:
Foreign currency translation	(734)		86
Change in unrealized loss on investments	—		3
Total other comprehensive income (loss)	(734)		89
Less: Other comprehensive income (loss) attributable to non-controlling interest	$	(136)	$	17
Comprehensive loss attributable to PowerSchool Holdings, Inc.	$	(20,156)	$	(11,781)

See notes to condensed consolidated financial statements

6

POWERSCHOOL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

	Class A common stock			Class B common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Non-controlling interest		Total
	Shares	Amount		Shares	Amount
Balance—December 31, 2023	164,796	$	16	37,654	$	4	$	1,520,288	$	(2,094)	$	(218,387)	$	455,460	$	1,755,287
Issuance of common stock upon vesting of Restricted Stock Awards	931	—		—	—		—		—		—		—		—
Share-based compensation	—	—		—	—		14,843		—		—		—		14,843
Net share settlement of equity awards	—	—		—	—		(65)		—		—		—		(65)
Other comprehensive income (loss)	—	—		—	—		—		(734)		—		—		(734)
Allocation of equity to non-controlling interests	—	—		—	—		(526)		—		—		526		—
Adjustments to deferred taxes and Tax Receivable Agreement liability	—	—		—	—		(2,169)		—		—		—		(2,169)
Net loss	—	—		—	—		—		—		(19,558)		(3,290)		(22,848)
Balance—March 31, 2024	165,727	$	16	37,654	$	4	$	1,532,371	$	(2,828)	$	(237,945)	$	452,696	$	1,744,314

	Class A common stock			Class B common stock			Additional paid-in capital		Accumulated other comprehensive loss		Accumulated deficit		Non-controlling interest		Total
	Shares	Amount		Shares	Amount
Balance—December 31, 2022	159,596	$	16	39,928	$	4	$	1,438,019	$	(2,122)	$	(187,250)	$	485,277	$	1,733,944
Issuance of common stock upon vesting of Restricted Stock Awards	1,000	—		—	—		—		—		—		—		—
Share-based compensation	—	—		—	—		15,280		—		—		—		15,280
Net share settlement of equity awards	—	—		—	—		(1,284)		—		—		—		(1,284)
Other comprehensive income (loss)	—	—		—	—		—		89		—		—		89
Allocation of equity to noncontrolling interests	—	—		—	—		(772)		—		—		772		—
Exchange of Class B common stock for Class A common stock related to secondary offering	2,274	—		(2,274)	—		27,642		—		—		(27,642)		—
Adjustments to deferred taxes and Tax Receivable Agreement liability related to secondary offering	—	—		—	—		(1,255)		—		—		—		(1,255)
Net loss	—	—		—	—		—		—		(11,853)		(2,960)		(14,813)
Balance—March 31, 2023	162,870	$	16	37,654	$	4	$	1,477,630	$	(2,033)	$	(199,103)	$	455,447	$	1,731,961

See notes to condensed consolidated financial statements.

7

POWERSCHOOL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities:
Net loss	$	(22,848)	$	(14,813)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	36,429		31,792
Share-based compensation	14,155		14,549
Amortization of operating lease right-of-use assets	851		788
Change in fair value of contingent consideration	20		(450)
Amortization of debt issuance costs	1,487		876
(Benefit from) provision for allowance for doubtful accounts	(1,272)		369
Loss (gain) on lease modification	(37)		52
Loss (gain) on sale/disposal of property and equipment	(816)		48
Changes in operating assets and liabilities — net of effects of acquisitions:
Accounts receivables	17,748		8,360
Prepaid expenses and other current assets	(9,922)		(7,135)
Other assets	191		(2,283)
Accounts payable	(646)		250
Accrued expenses	(25,371)		(16,512)
Other liabilities	(1,654)		(1,753)
Deferred taxes	4,533		(494)
Tax Receivable Agreement liability	323		16
Deferred revenue	(102,856)		(73,687)
Net cash used in operating activities	(89,685)		(60,027)
Cash flows from investing activities:
Purchases of property and equipment	(3,887)		(356)
Investment in capitalized product development costs	(8,956)		(9,676)
Acquisitions—net of cash acquired	(36,062)		—
Payment of acquisition-related deferred consideration	(5,800)		—
Net cash used in investing activities	(54,705)		(10,032)

8

	Three Months Ended March 31,
	2024		2023
Cash flows from financing activities:
Taxes paid related to the net share settlement of equity awards	(65)		(1,284)
Proceeds from Revolving Credit Agreement	140,000		—
Repayment of Revolving Credit Agreement	(15,000)		—
Repayment of First Lien Debt	(2,095)		(1,938)
Payment of contingent consideration	(245)		—
Net cash provided by (used in) financing activities	122,595		(3,222)
Effect of foreign exchange rate changes on cash	166		73
Net decrease in cash, cash equivalents, and restricted cash	(21,629)		(73,208)
Cash, cash equivalents, and restricted cash—Beginning of period	39,554		137,981
Cash, cash equivalents, and restricted cash—End of period	$	17,925	$	64,773
Supplemental disclosures of cash flow information:
Cash paid for interest	$	19,129	$	13,695
Cash paid for income taxes	890		390
Supplemental disclosures of noncash investing and financing activities:
Property and equipment additions in accounts payable and accrued liabilities	$	507	$	317
Capitalized interest related to investment in capitalized product development costs	374		296
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	$	17,425	$	64,273
Restricted cash, included in other current assets	500		500
Total cash, cash equivalents, and restricted cash	$	17,925	$	64,773

See notes to condensed consolidated financial statements.

9

POWERSCHOOL HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. BUSINESS

Background and Nature of Operations

PowerSchool Holdings, Inc. (the “Company,” “PowerSchool,” “we,” “us,” or “our”) was formed as a Delaware corporation on November 30, 2020 for the purpose of completing an initial public offering (“IPO”) and a series of transactions in order to carry on the business of PowerSchool Holdings LLC (“Holdings LLC”), formerly known as Severin Holdings, LLC. Our Principal Stockholders are Onex Partners Managers LP (“Onex”) and Vista Equity Partners (“Vista”).

The transactions included amendments to the Company’s operating agreement to modify its capital structure by replacing the membership interests then held by its existing owners with a new class of membership interests (“LLC Units”) held initially by Severin Topco LLC (“Topco LLC”), a portion of which have a participation threshold (the “Participation Units”) and appointing the Company as the sole managing member of Holdings LLC; issuance of unrestricted and restricted Class A common stock in exchange for vested and unvested pre-IPO share-based awards, issuance of 39,928,472 shares of Class B common stock, par value $0.0001 per share to Topco LLC, on a one-to-one basis with the number of LLC Units (other than Participation Units), restructuring of certain entities (“Blocker Entities”) associated with the Principal Stockholders, and execution of an exchange agreement (the “Exchange Agreement”) with Topco LLC. Pursuant to the Exchange Agreement, Topco LLC is entitled to exchange LLC Units (other than Participation Units), together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis or, at its election, for cash from a substantially concurrent public offering or private sale. Participation Units may be exchanged for a number of shares of Class A common stock based on an exchange formula that takes into account the current value of a share of Class A common stock and a pre-determined participation threshold. Additionally, the Company entered into a tax receivable agreement (the “TRA”) with Topco LLC, and the Principal Stockholders that provides for the payment by the Company to Topco LLC and the Principal Stockholders, collectively, of 85% of the amount of cash savings, if any, in U.S. federal, state and local income taxes. Collectively, these transactions are referred to as “Organizational Transactions”.

The Company’s cloud platform is an integrated, enterprise-scale suite of solutions purpose-built for the K-12 education market. The Company’s platform is embedded in school workflows and is used by educators, students, administrators, and parents. Its cloud-based technology platform helps schools and districts efficiently manage state reporting and related compliance, special education, finance, human resources, talent, registration, attendance, funding, learning, instruction, grading, assessments, communications, and analytics in one unified platform. The Company’s integrated technology approach streamlines operations, aggregates disparate data sets, and develops insights using predictive modelling and machine learning.

The Company is headquartered in Folsom, California, and together with its subsidiaries has locations in the United States (“U.S.”), Canada, India, and the United Arab Emirates.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying interim condensed consolidated balance sheet as of March 31, 2024, the interim condensed consolidated statements of operations and comprehensive loss and stockholders’ equity for the three months ended March 31, 2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023, and the notes to such interim condensed consolidated financial statements are unaudited.

These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. As permitted under those rules, we have condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements.

10

These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in management’s opinion, include all adjustments necessary to state fairly the consolidated financial position of the Company as of March 31, 2024, the results of operations for the three months ended March 31, 2024 and 2023 and cash flows for the three months ended March 31, 2024 and 2023. These adjustments consist of normal and recurring items. The results of operations for the three months ended March 31, 2024 and cash flows for the three months ended March 31, 2024 are not necessarily indicative of the results expected for the year ending December 31, 2024 or any future interim or annual period. Our unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes provided in our Annual Report on Form 10-K for the year ended December 31, 2023.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Use of estimates is required in the preparation of the consolidated financial statements in conformity with GAAP. Management makes estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experience and on various other factors that it believes are reasonable under the circumstances.

The estimates the Company evaluates include, but are not limited to:

•the fair value of assets acquired and liabilities assumed in business combinations, including acquired intangible assets, goodwill, contingent consideration, and liabilities associated with deferred revenue and deferred taxes;

•the average period of benefit related to contract cost assets;

•the allowance for doubtful accounts;

•the fair value of certain stock awards;

•the useful lives and recoverability of long-lived assets, including capitalized product development costs

•the recognition, measurement, and valuation of deferred income taxes

•the actual amounts and timing of payments under the Tax Receivable Agreement

Actual results could differ from those estimates under different assumptions or conditions.

Accounting Pronouncements Recently Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosure. This update enhances the disclosures for income tax rate reconciliation whereby entities are required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items which meet a certain qualitative threshold. The guidance is effective for the Company beginning on January 1, 2024. The accounting pronouncement did not have a material impact on our Consolidated Financial Statements and related disclosures.

Cash and Cash Equivalents

The Company considers all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents.

11

Significant Accounting Policies

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2023 that have had a material impact on our condensed consolidated financial statements and related notes.

3. BUSINESS COMBINATIONS

The Company completed one acquisition during the three months ended March 31, 2024 and two acquisitions in fiscal year 2023. The purchase price allocation for these acquisitions, discussed in detail below, reflects various fair value estimates and analyses, including certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, income taxes and goodwill. Measurement period adjustments are recorded in the reporting period in which the estimates are finalized and adjustment amounts are determined. The measurement period is one year from the acquisition date. The fair value of the assets and liabilities acquired are based on valuations using the Level 3, unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The valuation techniques include the use of a discounted cash flow model in an income or market based valuation approach.

The results of operations of these business combinations have been included in the Company’s consolidated financial statements from their respective acquisition dates.

Fiscal 2024 Acquisitions

Allovue, Inc (“Allovue”)

On January 22, 2024, the Company acquired all of the equity interests of Allovue. Allovue is a leading provider of K-12 financial budgeting and planning software. The purpose of the acquisition was to enhance and expand PowerSchool’s product offerings.

The total purchase price for Allovue was $38.2 million, which included cash of $37.0 million and deferred consideration of $1.2 million. Transaction costs of $1.3 million were incurred related to this acquisition and are recorded in acquisition costs in the consolidated statements of operations and comprehensive loss. The Company has accounted for this acquisition as a business combination and recognized net tangible liabilities of $1.9 million and recognized $9.0 million of intangible assets consisting of developed technology of $5.4 million, customer relationships of $2.8 million, and trademarks of $0.8 million. The acquired net assets assumed were recorded at their estimated fair values. The estimated values of the intangible assets were determined by the assistance of valuation specialists and estimates made by management.

The Company recorded goodwill of $31.0 million, none of which is expected to be deductible for tax purposes. The goodwill is a result of the growth expected by creating a comprehensive education technology portfolio.

Fiscal 2023 Acquisitions

Jarulss Software Solutions Private Limited (“Neverskip”)

On August 9, 2023, the Company acquired all of the equity interests of Neverskip. Neverskip is a leading provider of school solutions software in India. The purpose of the acquisition was to enhance and expand PowerSchool’s product offerings.

The total purchase price for Neverskip was $10.0 million, which was paid in cash. Transaction costs of $0.7 million are recorded in acquisition costs in the consolidated statements of operations and comprehensive loss. The Company has accounted for this acquisition as a business combination and recognized net tangible liabilities of $2.4 million and recognized $6.6 million of intangible assets consisting of developed technology of $1.8 million customer relationships of $4.9 million and $0.01 million of trademarks. The Company recorded goodwill of $5.7 million arising from the acquisition, none of which is expected to be deductible for U.S. income tax purposes.

12

The goodwill is a result of the growth expected from continuing to create a comprehensive education technology portfolio.

SchoolMessenger

On October 2, 2023, the Company acquired all of the equity interests of SchoolMessenger. SchoolMessenger is a leading provider of K-12 communication tools in North America. The purpose of the acquisition was to enhance and expand PowerSchool’s product offerings.

The total purchase price for SchoolMessenger was $300.3 million, which included cash of $290.3 million and deferred consideration of $10.0 million. Transaction costs of $2.3 million were incurred in the year-ended December 31, 2023 related to this acquisition and are recorded in acquisition costs in the consolidated statements of operations and comprehensive loss.

The Company has accounted for this acquisition as a business combination. The consideration and the acquisition date fair values of the assets acquired and liabilities assumed are as follows (in thousands):

Accounts receivable	$	14,027
Prepaid expenses and other assets	1,128
Property and equipment	63
Right of use asset	409
Intangible asset - developed technologies	26,500
Intangible asset - customer relationships	43,600
Intangible asset - trademarks	8,100
Total assets acquired	93,827
Accounts payable	(2,326)
Accrued expenses	(5,693)
Lease liability	(409)
Other liabilities	(539)
Deferred revenue	(30,240)
Deferred taxes	(2,169)
Net assets acquired	52,451
Goodwill	247,815
Total consideration	$	300,266

The acquired net assets assumed were recorded at their estimated fair values. The estimated values of the intangible assets were determined by the assistance of valuation specialists and estimates made by management. The Company recorded $247.8 million of goodwill arising from the acquisition of SchoolMessenger, the majority of which is expected to be deductible for tax purposes. The goodwill is a result of the growth expected by creating a comprehensive education technology portfolio.

Historical results of operations for Neverskip, SchoolMessenger, and Allovue were not material. Therefore, historical results of operations subsequent to the acquisition date and pro forma results of operations have not been presented.

13

4. REVENUE

Disaggregation of Revenue

The following table depicts the disaggregation of revenue according to the Company’s revenue streams. The Company believes this depicts the nature, amount, timing and uncertainty of revenue and cash flows consistent with how we evaluate our financial statements (in thousands):

	Three Months Ended March 31,
	2024		2023
SaaS	$	138,316	$	113,964
Professional services	16,686		16,233
Software maintenance	28,611		27,109
License and other	1,354		2,148
Total revenue	$	184,967	$	159,454

Revenue recognized for the three months ended March 31, 2024 and 2023 from performance obligations satisfied in the prior periods was immaterial.

Revenue by principal geographic areas based on where the customer is located was as follows (in thousands):

	Three Months Ended March 31,
	2024		2023
United States	$	170,172	$	148,807
Canada	11,004		8,178
Other	3,791		2,469
Total revenue	$	184,967	$	159,454

The Company had no customers accounting for more than 10% of total revenue for the periods presented.

Deferred Revenue

The changes in the deferred revenue balance were as follows (in thousands):

	March 31, 2024		December 31, 2023
Balance at beginning of period	$	379,783	$	315,839
Decrease from revenue recognized	(150,512)		(311,189)
Increase from acquisitions	5,148		20,526
Increase from current year net deferred revenue additions	49,238		354,607
Balance at end of period	$	283,657	$	379,783

As of March 31, 2024, the Company expects to recognize revenue on approximately 97% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

The estimated revenues from the remaining performance obligations do not include uncommitted contract amounts such as (i) amounts that are cancellable by the customer without significant penalty, (ii) future billings for time and material contracts, and (iii) amounts associated with optional renewal periods.

14

Contract Cost Assets

Contract cost assets are included in prepaid expenses and other current assets and other assets, respectively, on the consolidated balance sheets as follows (in thousands):

	March 31, 2024		December 31, 2023
Contract costs, current	$	7,900	$	7,695
Contract costs, noncurrent	27,933		28,473
Total contract costs	$	35,833	$	36,168

Amortization expense for contract cost assets was $1.9 million and $1.5 million for the three months ended March 31, 2024 and 2023, respectively. There was no impairment of contract cost assets during the periods presented.

5.     PROPERTY AND EQUIPMENT—NET

Property and equipment by category are as follows (in thousands):

	March 31, 2024		December 31, 2023
Computer and software	15,524		16,073
Furniture and fixtures	1,568		1,641
Leasehold improvements	5,514		2,387
Property and equipment	22,606		20,101
Less accumulated depreciation	(14,425)		(15,098)
Property and equipment—net	$	8,181	$	5,003

Depreciation expense was $0.9 million and $0.9 million for the three months ended March 31, 2024 and 2023, respectively.

6.    CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET

Capitalized product development costs and related accumulated amortization consist of the following (in thousands):

	March 31, 2024		December 31, 2023
Gross capitalized product development costs	$	204,070	$	194,341
Less accumulated amortization	(91,260)		(82,252)
Capitalized product development costs—net	$	112,810	$	112,089

Amortization of capitalized product development costs, included in the cost of revenue section of the consolidated statements of operations and comprehensive loss, were $9.1 million and $7.2 million for the three months ended March 31, 2024 and 2023, respectively.

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7.    GOODWILL

The changes in the carrying amounts of goodwill were as follows (in thousands):

Balance—December 31, 2023	$	2,740,725
Additions due to acquisition	31,035
Other adjustments1	(789)
Balance—March 31, 2024	$	2,770,971

_____________

1    Includes adjustments of acquisition-date fair value within the one-year measurement period and effects of foreign currency translation.

8. OTHER INTANGIBLE ASSETS—NET

Intangible assets are amortized using the straight-line method based on the expected useful lives of the assets. The carrying values of acquired amortizing intangible assets are as follows (in thousands):

	March 31, 2024		Weighted- Average Useful Life	December 31, 2023		Weighted- Average Useful Life
Intangible Assets—Gross
Developed technology	$	327,273	8 years	$	321,957	8 years
Customer relationships	793,882		14 years	791,253		14 years
Trademarks	62,387		9 years	61,595		9 years
Other	259		3 years	259		3 years
	$	1,183,801		$	1,175,064
Accumulated Amortization
Developed technology	$	(179,640)		$	(169,777)
Customer relationships	(281,406)			(266,473)
Trademarks	(29,694)			(28,092)
Other	(108)			(87)
	$	(490,848)		$	(464,429)
Intangible Assets—Net
Developed technology	$	147,633		$	152,180
Customer relationships	512,476			524,780
Trademarks	32,693			33,503
Other	151			172
	$	692,953		$	710,635

Amortization of developed technology is recorded in cost of revenue, while the amortization of trademarks, customer relationships and other intangibles is included in operating expense on the Company’s consolidated statements of operations and comprehensive loss.

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The following table summarizes the classification of amortization expense of intangible assets (in thousands):

	Three Months Ended March 31,
	2024		2023
Cost of revenue	$	9,872	$	8,574
Operating expense	16,563		15,105
Total amortization of acquired intangible assets	$	26,435	$	23,679

The estimated future amortization of intangible assets as of March 31, 2024, is as follows (in thousands):

Year Ending December 31,
2024 (remaining nine months)	$	78,730
2025	104,854
2026	92,412
2027	76,049
2028	73,664
Thereafter	267,244
Total	$	692,953

9. ACCRUED EXPENSES

The following table presents the detail of accrued expenses (in thousands):

	March 31, 2024		December 31, 2023
Accrued compensation	$	23,575	$	43,075
Accrued interest	13,197		12,654
Accrued taxes	1,896		1,530
TRA liability, current	43,030		21,957
Other accrued expenses	29,160		37,055
Total accrued expenses	$	110,858	$	116,271

10. LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT

First Lien Credit Agreement (“First Lien”)

In August 2018, the Company entered into a loan agreement with a consortium of lenders which provided $775.0 million of term loans. The First Lien also provided a Revolving Credit Agreement, discussed in more detail below.

On July 31, 2023, the Company entered into an incremental facility to the First Lien to borrow an additional $100.0 million aggregate principal amount of incremental term loans, increasing the principal balance outstanding under the First Lien to $840.1 million as of the date of the amendment. Debt issuance costs of $0.8 million were recorded as a reduction to the carrying value of the related debt.

On October 12, 2023, the Company amended the First Lien to extend the maturity date on the agreement from July 31, 2025 to August 1, 2027. Debt issuance costs of $13.1 million were recorded as a reduction to the carrying value of the related debt. The amended First Lien is repayable in quarterly payments of $2.1 million through August 1, 2027, with all remaining outstanding principal due on August 1, 2027.

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As of March 31, 2024, the interest rate for the First Lien is the rate per annum equal to the Secured Overnight Financing Rate (“SOFR”), plus the applicable margin. The applicable margin is initially 3.25% per annum with a 0.25% step down based on the First Lien Net Leverage Ratio. The interest rate for the First Lien as of March 31, 2024 and December 31, 2023 was 8.31% and 8.38%, respectively.

The First Lien is collateralized on a first lien basis by certain assets and property of the Company and includes covenants that among other things limit our ability to incur additional debt or issue dividends. As of March 31, 2024, we were in compliance with all covenants associated with the First Lien.

Revolving Credit Agreement

The First Lien provides for a Revolving Credit Agreement allowing the Company to borrow funds from time to time. In July 2021, the Revolving Credit Agreement was amended and permitted the Company to borrow up to $289.0 million. On October 12, 2023, the Revolving Credit Agreement was further amended to permit the Company to borrow up to $400.0 million and extended the maturity date from May 2, 2025 to May 2, 2027. In connection with the increase of the borrowing capacity and the extension of the maturity date, the Company paid fees of $2.0 million, which was recorded as capitalized debt issuance cost and presented within other assets on the consolidated balance sheet.

The interest rate is equal to SOFR, plus the applicable margin. The applicable margin is initially 3.25% per annum with up to a 0.50% step down based on the First Lien Net Leverage Ratio. We are also required to pay a commitment fee on the unused portion of the Revolving Credit Agreement of 0.50% per annum with up to a 0.25% step down based on the First Lien Net Leverage Ratio, payable quarterly in arrears.

During the three months ended March 31, 2024, the Company borrowed $140.0 million on the Revolving Credit Agreement. As of March 31, 2024, the outstanding balance on the revolving credit facility was $125.0 million and there was no outstanding balance on the facility as of December 31, 2023.

The Revolving Credit Agreement requires the Company to maintain a First Lien Net Leverage Ratio (as defined therein) of not more than 7.75 to 1.00 if the Company has an outstanding balance on the Revolving Credit Agreement of greater than 35% of the borrowing capacity (excluding certain letters of credit) at a quarter end. As of March 31, 2024 and 2023, the Company’s outstanding balances under the Revolving Credit Agreement were less than 35% of the borrowing capacity.

The following table presents the outstanding long-term debt (in thousands):

	March 31, 2024		December 31, 2023
Total outstanding principal—First Lien	$	835,831	$	837,926
Less current portion of long-term debt	(8,379)		(8,379)
Less unamortized debt discount	(4,496)		(4,832)
Less unamortized debt issuance costs	(12,459)		(13,390)
Total long-term debt—net	$	810,497	$	811,325

Maturities on long-term debt outstanding as of March 31, 2024 are as follows (in thousands):

Year Ending December 31,
2024 (remaining nine months)	$	6,284
2025	8,379
2026	8,379
2027	812,789
Total	$	835,831

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11. LEASES

The Company leases its office and data center facilities under non-cancelable operating leases that expire at various times through 2033. The Company is also responsible for certain real estate taxes, utilities, and maintenance costs related to its office facilities. Rent expense was $1.2 million and $1.0 million for the three months ended March 31, 2024 and 2023, respectively.

In August 2023, the Company entered into an operating lease agreement for an office in Bangalore, India. The lease requires future minimum undiscounted payments of approximately $18.0 million over the ten year lease term. The lease includes a rent abatement period of six months, from August 2023 through January of 2024, during which the Company is exempt from paying the base rent. As a result, a lease liability of approximately $12.2 million and corresponding right-of-use asset of approximately $12.3 million were recorded.

Operating lease costs for the three months ended March 31, 2024 and 2023 are as follows (in thousands):

	Three Months Ended March 31,
	2024		2023
Operating lease cost	$	1,166	$	954
Short-term lease cost	30		17
Variable lease cost and other, net	384		374
Total lease cost	$	1,580	$	1,345

Supplemental cash flow information related to leases as of March 31, 2024 and 2023 is as follows (in thousands):

	Three Months Ended March 31,
	2024		2023
Cash paid for operating leases	$	2,041	$	1,769
ROU assets obtained in exchange for new lease liabilities	$	786	$	—

Future minimum lease payments under non-cancelable operating lease agreements as of March 31, 2024 are as follows (in thousands):

Year Ending December 31,
2024 (remaining nine months)	$	3,808
2025	3,559
2026	1,987
2027	1,913
2028	1,904
Thereafter	9,659
Total undiscounted cash flows	$	22,830
Less imputed interest	5,532
Present value of lease liabilities	$	17,298
Weighted average remaining term (years)	7.2
Weighted average discount rate	7.1		%

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12. COMMITMENTS AND CONTINGENCIES

Contractual Obligations

We have contractual obligations related to, among others, data centers, cloud hosting arrangements, and other services we purchase as part of our normal operations. In certain cases, these arrangements require a minimum annual purchase commitment by us. As of March 31, 2024, the remaining aggregate minimum purchase commitment under these arrangements was approximately $186.8 million through 2028.

Self-Insured Health Plan

The Company is generally self-insured for losses and liabilities related to health benefits. The estimated liability for incurred, but not reported, medical claims is $1.8 million and $1.6 million as of March 31, 2024 and December 31, 2023, respectively.

Indemnification

The Company enters into indemnification arrangements within customer contracts as part of the ordinary course of its business. Under the Company’s standard contractual terms, these arrangements typically consist of the Company agreeing to indemnify, hold harmless and reimburse the indemnified customer(s) for losses suffered or incurred directly, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification agreements is generally concurrent with the term of the contract, but in some cases, may survive the expiration or termination of the underlying contract. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made.

The Company carries Directors and Officers insurance policies pursuant to the Company’s certificate of formation, bylaws, and applicable Delaware law.

Legal Proceedings

From time to time, the Company is involved in disputes, litigation, and other legal actions. On a quarterly basis, the Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, if any, or result in the Company accruing a liability, and the matters and related ranges of possible losses disclosed, and makes adjustments and changes to our disclosures as appropriate. Significant judgment is required to determine both (i) the likelihood of loss and (ii) the estimated amount of such loss related to such legal matters. Until the final resolution of such legal matters, there may be an exposure to loss, and such amounts could be material. For legal proceedings for which there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable), the Company has determined it does not have material exposure on an aggregate basis at this time.

13. STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST

Stockholders’ Equity

The Company amended and restated its certificate of incorporation effective July 27, 2021 to authorize (i) 50,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 500,000,000 shares of Class A common stock, par value $0.0001 per share, and (iii) 300,000,000 shares of Class B common stock, par value $0.0001 per share. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law. Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters presented to our stockholders generally.

As of March 31, 2024, the holders of our issued Class A common stock collectively represented approximately 81.5% of the economic interest and voting power in the Company and Class B common stock collectively represented approximately 18.5% of the voting power in the Company. As of December 31, 2023, the Class B common stock collectively held approximately 18.6% of the voting power in the Company.

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Non-controlling interest

The weighted average non-controlling interest percentage used to calculate the net loss and other comprehensive loss attributable to the non-controlling interest holders in the three months ended March 31, 2024 and 2023 was 18.6% and 19.6%, respectively.

14. SHARE-BASED COMPENSATION

Prior to the IPO, Holdings LLC had historically maintained equity incentive plans for purposes of retaining and incentivizing certain employees of the Company. This plan was replaced by the Company’s 2021 Omnibus Incentive Plan (“2021 Plan”), approved on July 27, 2021 in connection with the IPO.The 2021 Plan initially reserves 19,315,000 shares of the Company’s Class A common stock and provides for the granting of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), dividend equivalents, other share-based awards, other cash-based awards, substitute awards, and performance awards to eligible employees, consultants, and directors.

Market-share Units (“MSUs”)

In the first quarter of fiscal year 2023, the Company granted MSUs to certain executives. The target number of awards granted was based on the relative growth of the Company's share price over a two- and three-year performance period beginning on the date of grant and ending on the second and third anniversary of the grant date. These awards are subject to continuous employment through each individual vesting period.

The fair value of the MSUs was determined using a Monte Carlo simulation approach with the following assumptions: a historical volatility of 58%, 0% dividend yield, and a risk-free interest rate of 3.7%. The historical volatility was determined based on the observed equity volatility for comparable companies. The dividend yield was 0% as the Company does not currently offer a dividend. The risk-free interest rate is based on the yield from the Treasury Constant Maturities consistent with a three-year term associated with the market condition of the awards. The fair value of the awards granted during the first quarter of 2023 was $12.6 million which is recognized on a straight-line basis over the performance periods. The share-based compensation expense of these awards was $1.3 million and immaterial for the three months ended March 31, 2024 and 2023, respectively.

MSU activity for the three months ended March 31, 2024 is as follows:

	Market-Share Units	Weighted-Average Grant-Date Fair Value
Balance—December 31, 2023	474,846	26.64
Granted	—	—
Vested	—	—
Canceled	—	—
Balance—March 31, 2024	474,846	26.64

RSUs/RSAs

The RSUs granted under the 2021 Plan vest upon the satisfaction of a service-based vesting condition, generally over a four-year period, with 25% vesting at the end of one year and the remainder quarterly thereafter.

RSU and RSA activity for the three months ended March 31, 2024 is as follows:

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	Restricted Stock Units	Weighted Average Grant Date Fair Value		Restricted Stock Awards	Weighted Average Grant Date Fair Value
Balance—December 31, 2023	7,170,788	$	20.22	16,530	$	8.19
Granted	198,260	$	24.14	—	$	—
Vested	(1,048,340)	$	20.23	(8,901)	$	8.20
Canceled	(290,193)	$	19.56	—	$	—
Balance—March 31, 2024	6,030,515	$	20.38	7,629	$	8.17

The following table presents the classification of share-based compensation in the accompanying condensed consolidated statements of operations and comprehensive income (loss) (in thousands):

	Three Months Ended March 31,
	2024		2023
Cost of revenue
Subscriptions and support	$	1,463	$	1,388
Service	679		811
Research and development	3,480		3,729
Selling, general, and administrative	8,533		8,621
Total share-based compensation	$	14,155	$	14,549

Share-based compensation capitalized as product development costs was $0.7 million and $0.7 million for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, the total future compensation cost related to unvested share awards is $124.6 million, which is expected to be recognized over a weighted-average period of 2.3 years.

15. EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS)

The table below sets forth a calculation of basic EPS based on net loss attributable to PowerSchool Holdings, Inc., divided by the basic weighted average number of Class A common stock outstanding for the corresponding periods. Diluted EPS of Class A common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to all potentially dilutive securities, using the treasury stock method.

The Company excluded the shares of Class B common stock from the computation of basic and diluted EPS, as holders of Class B common stock do not have any rights to receive dividends or distributions upon the liquidation or winding up of the Company. Accordingly, separate presentation of EPS of Class B common stock under the two-class method has not been presented.

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	Three Months Ended March 31,
	2024		2023
Basic net income (loss) per share:
Numerator:
Net loss	$	(22,848)	$	(14,813)
Less: net loss attributable to non-controlling interest	(3,290)		(2,960)
Net loss attributable to PowerSchool Holdings, Inc., basic	(19,558)		(11,853)
Denominator:
Weighted average shares of Class A common stock, basic	165,037,089		160,506,571
Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, basic	$	(0.12)	$	(0.07)
Diluted net income (loss) per share:
Numerator:
Net loss attributable to PowerSchool Holdings, Inc., basic	$	(19,558)	$	(11,853)
Adjustment from LLC Units	(4,573)		—
Net loss attributable to PowerSchool Holdings, Inc., diluted	(24,131)		(11,853)
Denominator:
Weighted average shares of Class A common stock, basic	165,037,089		160,506,571
Dilutive impact of LLC Units	37,654,059		—
Weighted average shares of Class A common stock, diluted	202,691,148		160,506,571
Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, diluted	$	(0.12)	$	(0.07)

In addition, the following securities were not included in the computation of diluted shares for the three months ended March 31, 2024 and 2023 because they were antidilutive, but could potentially dilute earnings (loss) per share in the future:

	Three Months Ended March 31,
	2024	2023
Unvested RSAs and RSUs	6,038,144	9,536,739
LLC units	—	37,654,059
Market share units	474,846	474,846
Total excluded from diluted EPS calculation	6,512,990	47,665,644

16. INCOME TAXES

The Company recorded an income tax expense of $4.9 million and effective tax rate of -27.1% for the three months ended March 31, 2024 and an insignificant amount of income tax benefit and an effective tax rate of 0.3% for the three months ended March 31, 2023. The income tax expense for the three months ended March 31, 2024 was different than the U.S. federal statutory income tax rate of 21.0% primarily due to earnings not subject to tax, nondeductible executive compensation, and deferred tax expense recognized due to the tax restructuring completed as part of the Allovue acquisition during the three month period. The income tax benefit for the three months ended March 31, 2023 was different than the U.S. federal statutory income tax rate of 21.0% primarily due to earnings not subject to tax and nondeductible executive compensation.

As of March 31, 2024, the Company had gross unrecognized tax benefits of $10.7 million, all of which, if recognized, would impact the Company’s effective tax rate. The amount of interest and penalties accrued related to the Company’s unrecognized tax benefits is not material to the consolidated financial statements in all periods presented.

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Tax Receivable Agreement

In connection with the Organizational Transactions, the Company entered into a TRA with Topco LLC, Vista Equity Partners and Onex. The TRA provides for the payment by the Company to Topco LLC, Vista Equity Partners and Onex, collectively, of 85% of the amount of tax benefits, if any, that are realized, or in some circumstances are deemed to realize, as a result of (i) certain increases in the tax basis of assets of Holdings LLC and its subsidiaries resulting from purchases of LLC Units with the proceeds of the IPO or exchanges of LLC Units in the future or any prior transfers of interests in Holdings LLC, (ii) certain tax attributes of the Blocker Entities and of Holdings LLC and subsidiaries of Holdings LLC that existed prior to the IPO and (iii) certain other tax benefits related to our making payments under the TRA (collectively, the “Tax Attributes”). The payment obligations under the TRA are not conditioned upon any LLC Unit holder maintaining a continued ownership interest in us or Holdings LLC and the rights of Topco LLC under the TRA are assignable. The Company expects to benefit from the remaining 15% of the tax benefits, if any, that are actually realized.

As of March 31, 2024, $43.0 million of the TRA was classified as a current liability and $375.6 million was classified as non-current in the consolidated balance sheet.

17. RELATED-PARTY TRANSACTIONS

The Company has entered into arrangements with Vista Equity Partners for certain services, and the Vista Consulting Group for management consulting, systems implementation, and manpower support (collectively, “Vista”). These services were provided on a time and material basis and were generally related to integration of the various companies acquired by the Company. Total costs of these related party services were de minimis for the three months ended March 31, 2024 and 2023, respectively. We may continue to engage Vista from time to time, subject to compliance with our related party transactions policy. The Company also entered into arrangements with Onex Partners Manager LP (“Onex”) for general management services, acquisition advisory, and treasury services. Total costs of these related-party services were de minimis for the three months ended March 31, 2024 and 2023, respectively. Total aggregate amounts due to Vista and Onex entities were de minimis and less than $0.1 million as of March 31, 2024 and December 31, 2023.

The Company also purchased services from entities that share common ownership with Vista and Onex. The cost was $1.3 million and $4.8 million for all other services purchased from entities with common ownership for the three months ended March 31, 2024 and 2023, respectively. Substantially all of the expenses related to the Vista and Onex services are included in selling, general, and administrative expense in the consolidated statements of operations and comprehensive loss. Amounts due to entities that share common ownership were de minimis and $0.2 million as of March 31, 2024 and December 31, 2023, respectively, and are included in accounts payables and accrued liabilities in the consolidated balance sheet. There were no sales to or outstanding accounts receivable arising from this agreement during or as of the end of any of the periods presented.

The Company has a strategic partnership with EAB Global, Inc. (“EAB”), a portfolio company of Vista, pursuant to a Reseller Agreement (the “Agreement”). Pursuant to the Agreement, EAB serves as, among other terms, the exclusive reseller of the Intersect product in the U.S. and Canada. The Agreement has a ten-year term and includes annual minimum revenue commitments from EAB. The commitment amount for the period was $40.4 million, and will increase upon the anniversary of the Agreement. The Company may begin to revoke its exclusivity with EAB after the fourth year of the Agreement or terminate the relationship upon material breach of the contract. Under the terms of the Agreement, the Company pays a fee to EAB for selling products to third party customers on the Company’s behalf. The Company recognized $4.0 million and $2.3 million in selling, general, and administrative expense and, to a lesser extent, cost of revenue, for fees owed to EAB under the Agreement for the three months ended March 31, 2024 and 2023, respectively.

In February 2023, certain selling stockholders, which included Hardeep Gulati, the Company’s Chief Executive Officer, Topco LLC, and certain funds affiliated with Vista and Onex, conducted a secondary offering of 8,700,000 shares of the Company’s Class A common stock. The Company did not receive any proceeds from the sale of the Class A common stock by the selling stockholders, but bore the costs associated with the secondary offering (other than underwriting discounts and commissions), which were approximately $1.4 million and were recorded as selling, general, and administrative expenses in the consolidated statements of operations and comprehensive loss.

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18. EMPLOYEE BENEFIT PLANS

Defined Contribution Plan—The Company has a defined contribution plan under Section 401(k) of the Internal Revenue Code (“401(k) Plan”) covering all full-time employees who meet certain eligibility requirements. Eligible employees may defer a percentage of their pretax compensation, up to the annual maximum allowed by the Internal Revenue Service. Under the 401(k) Plan, the Company matches a portion of the employee contributions up to a defined maximum. The Company made matching contributions of $2.7 million and $2.6 million for the three months ended March 31, 2024 and 2023, respectively.

19. SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the consolidated balance sheets date.

In April 2024, the Company borrowed an additional $30.0 million on its Revolving Credit Agreement. As of May 7, 2024, the outstanding balance on the Revolving Credit Agreement was $155.0 million.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in Part I, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K and Part II, Item 1A, “Risk Factors” and in other parts of this Quarterly Report on Form 10-Q. Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our,” and “PowerSchool” and similar references refer to PowerSchool Holdings, Inc. and its consolidated subsidiaries, including PowerSchool Holdings LLC (formerly known as Severin Holdings, LLC) (“Holdings LLC”).

Overview

We provide a comprehensive suite of solutions that includes the mission-critical system of record used by state Departments of Education, districts, and schools, who leverage our solutions to deliver insights and analytics to improve education outcomes. As of March 31, 2024, we serve more than 17,000 customers, including over 90 of the 100 largest districts by student enrollment in the U.S., over 30 state-, province-, and territory-wide contracts in North America, and sell solutions in over 90 countries globally. Our platform is embedded in school workflows and is used by educators, students, administrators, and parents on a daily basis.

PowerSchool’s cloud platform is the most comprehensive, integrated, enterprise-scale suite of solutions purpose-built for the K-12 market. Our cloud-based technology platform helps our customers efficiently manage state reporting and related compliance, special education, finance, HR, talent, registration, attendance, funding, learning, instruction, behavior, grading, college and career readiness, assessments, communications, and analytics in one unified platform. Through our integrated technology approach, we are positioned to streamline operations, aggregate disparate data sets, and develop insights using predictive modelling, AI, and machine learning. Our ability to transform information into actionable insights improves the efficiency of school operations, the quality of instruction delivered by teachers, and the pace of student growth, generating a profound effect on K-12 educational outcomes.

We have created a strong competitive moat by investing over the past 20 years to build, maintain, and continuously update our K-12 regulatory compliance reporting capabilities that solve state-specific, funding-related regulatory pain points for our customers.

Building the PowerSchool Platform

Our focus and strategy on delivering a comprehensive, integrated platform led to years of coordinated efforts to build an expansive suite of core capabilities required by our customers. Starting as the first web-based SIS, we combined our deep domain expertise in K-12 education with over twenty years of innovation and disciplined acquisition activity to become the core K-12 software platform, with a full suite of cloud-based offerings across student information, enrollment, learning management, assessment, special education, finance, HR, data analytics, communications, and talent management.

From 2015 through March 31, 2024, we completed 19 strategic acquisitions to thoughtfully build out our platform of K-12 software solutions, building upon years of leadership.

Our Business Model

We offer our software platform through a cloud-based, SaaS business model under contracts with annual price escalators, and we recognize subscription revenues ratably over annual subscription terms of the contracts. Our SaaS solutions include access to hosted software, software maintenance, product updates and upgrades, and technical and developer support. We sell our SaaS solutions through recurring fee arrangements where revenue is recognized on an annual basis following contract start date, which we refer to as recurring revenue. Our business model provides flexibility and optionality for our customers to purchase and deploy our software platform either through individual add-on solutions, or as a unified platform. The majority of new bookings come from our SaaS

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offerings and are thus recurring in nature, with recurring revenue accounting for more than 90.2% of our total revenue for the three months ended March 31, 2024, respectively.

We generally price our SaaS and license agreements at individually negotiated rates with occasional discounts, typically for multi-solution sales or to help districts meet their budget and funding timing constraints. Contracts are typically sold on a three-year basis with one-year rolling renewals and annual price escalators. We typically invoice our customers annually, in advance, for subscription fees and maintenance, while a portion of customers are billed semiannually, quarterly, or monthly. SaaS revenues are recognized over time to appropriately reflect progress towards full completion of our performance obligations.

To help customers go live with our software and achieve success, we offer professional services such as professional consultation, implementation, and training services as requested by our customers. Revenue from these services is primarily classified as non-recurring revenue, with the exception of the revenue from recurring managed services, which is classified as recurring revenue. For our SaaS business, these services generally take less than one year to complete.

Key Factors Affecting Our Performance

Our historical financial performance has been, and we expect our financial performance in the future to be, impacted by the following key factors:

Cross-Selling New Solutions to Existing Customers

Many of our customers begin their journey with us by using only a small portion of our overall platform. As customers begin to appreciate the benefits of an integrated software platform across student data, classroom learning, back-office functions, and talent management, they increase the number of solutions they buy from us over time. Our future revenue growth is dependent upon our ability to expand our customers’ use of our platform, and our go-to-market efforts are designed to drive cross-sell growth. Our ability to increase sales to existing customers will depend on a number of factors, including the level of satisfaction with our solutions, competition, pricing, economic conditions, and spending by customers on our solutions. We have adopted a customer success strategy and implemented processes across our customer base to drive revenue retention and expansion, which combined with our cross-selling success has resulted in a Net Revenue Retention Rate (as defined below) of 107.0% as of March 31, 2024, compared to 109.1% as of March 31, 2023.

Attracting New Customers in North America

We believe there is significant opportunity to increase market adoption of our platformed products by new customers. Our ability to attract new customers is dependent upon a number of factors including the features and pricing of our competitors’ offerings, the effectiveness of our marketing efforts, the effectiveness of our channel partners in selling, the marketing and deploying of our software solutions, and the growth in demand of cloud-based technology solutions in K-12 education. We intend to expand our customer base by continuing to make significant and targeted investments in direct sales and marketing to attract new customers and to drive broader awareness of our software solutions.

Continuing to Expand Into Complementary Adjacencies

From 2015 to March 31, 2024, we have acquired and successfully integrated 19 complementary businesses to enhance our software and technology capabilities. We have a demonstrated track record of driving growth from our acquired assets and delivering positive return on investment. Acquisitions are core to our strategy, and we intend to continue pursuing targeted acquisitions that further complement our portfolio of technology offerings or provide us access to new markets. This adjacency expansion strategy is complementary to our cross-selling strategy, as it both introduces acquired solutions to our existing customers and introduces a base of net new customers to whom we may sell our other solutions. Additionally, we intend to continue providing adjacent solutions by other means, which may include organic development and strategic partnerships. Our position as the leading system of record, engagement, and intelligence provides us with a unique vantage point to identify the most critical needs of our customers and most innovative companies within the K-12 education ecosystem. We will continue to carefully evaluate acquisition, partnership, and development opportunities to assess whether they meet our strategic objectives and enhance our platform.

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Sustaining Innovation and Technology Leadership

Our success is dependent on our ability to sustain innovation and technology leadership to maintain our competitive advantage. We believe that we have built a highly differentiated platform that will position us to further extend the adoption of our solutions. We intend to continue to invest in building additional solutions, features, and functionality that expand our capabilities and facilitate the extension of our platform to new adjacencies. We also intend to continue to evaluate strategic acquisitions and investments in businesses and technologies to drive solutions and market expansion. Our future success is dependent on our ability to successfully develop, market, and sell existing and new solutions to both new and existing customers.

Expanding Internationally

We believe there is a significant opportunity to expand usage of our platform outside of North America. As of March 31, 2024, PowerSchool served customers in over 90 countries outside of the U.S. and Canada, primarily American international schools. On August 9, 2023, we acquired all of the equity interest of Neverskip, a leading provider of school solutions software in India. We plan to continue to make product, personnel, partnership, and acquisition-related investments to expand geographically. Although these investments may adversely affect our operating results in the near-term, we believe that they will contribute to our long-term growth.

Currency Fluctuations

Our operating expenses are denominated in the currencies of the countries in which our operations are located, which are primarily in the U.S., Canada, and India. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. Fluctuations in foreign currency exchange rates did not have a significant impact on our reported results in the three months ended March 31, 2024.

High Interest Rates

As a result of increased federal funds interest rates, the interest rate applicable to our First Lien loan increased from 7.7% as of March 31, 2023 to 8.3% as of March 31, 2024. As a result, our net interest expense has increased from $14.0 million for the three months ended March 31, 2023 to $21.0 million for the three months ended March 31, 2024. If interest rates continue to increase, our cost of debt may also continue to increase and we may have to divert available cash to the payment of interest.

Inflation and other Macroeconomic Events

Adverse macroeconomic conditions, including but not limited to the current inflationary environment and slower economic growth and risk of recession could impact our business and customer spending. Certain of our customers may also be negatively impacted by these events. While inflation may impact our net revenues and costs of revenues, we believe the effects of inflation, if any, on our results of operations and financial condition have not been material. However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future.

Key Business Metrics

In addition to our GAAP financial information, we review a number of operating and financial metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

Annualized Recurring Revenue (“ARR”)

ARR represents the annualized value of all recurring contracts as of the end of the period. ARR mitigates fluctuations due to seasonality, contract term, one-time discounts given to help customers meet their budgetary and cash flow needs, and the sales mix for recurring and non-recurring revenue. We record ARR at the time a customer purchases a new product or renews an existing product, and at a value that represents the contracted annual recurring revenue value excluding any granted one-time discounts. ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace

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either of those items. ARR is not a forecast, and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

We closed the three months ended March 31, 2024 with ARR of $720.3 million compared to $612.3 million as of March 31, 2023.

Net Revenue Retention Rate (“NRR”)

We believe that our ability to retain and grow recurring revenues from our existing customers over time strengthens the stability and predictability of our revenue base and is reflective of the value we deliver to them through upselling and cross selling our solution portfolio. Typically, our customer agreements are sold on a three-year basis with one-year rolling renewals and annual price escalators. These annual renewal processes provide us an additional opportunity to upsell and cross sell additional products. We assess our performance in this area using a metric we refer to as Net Revenue Retention Rate (“NRR”). For the purposes of calculating NRR, we exclude from our calculation any changes in ARR attributable to Intersect customers, as this product is sold through our channel partnership with EAB Global, Inc. and is pursuant to annual revenue minimums, therefore the business will not be managed based on our NRR. We calculate our dollar-based NRR as of the end of a reporting period as follows:

•Numerator. We measure ARR from renewed and new sale opportunities booked as of the last day of the current reporting period from customers with associated ARR as of the last day of the prior year comparative reporting period.

•Denominator. We measure, as of the last day of the current reporting period, the last twelve months of ARR that was scheduled for renewal.

The quotient obtained from this calculation is our dollar-based net revenue retention rate. Our NRR provides insight into the impact on current year recurring revenues of expanding adoption of our solutions by our existing customers during the current period. Our NRR is subject to adjustments for acquisitions, consolidations, spin-offs and other market activity.

We closed the twelve-month period ended March 31, 2024 with a Net Revenue Retention Rate of 107.0%, compared to 109.1% as of March 31, 2023. The most significant drivers of changes in our Net Revenue Retention Rate each year have historically been our propensity to secure contract renewals with annual price escalators and sell new solutions or additional licenses to our existing customer base. Our use of Net Revenue Retention Rate has limitations as an analytical metric, and investors should not consider it in isolation. Net Revenue Retention Rate does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies.

Components of Results of Operations

Revenues

We recognize revenue under Accounting Standard Codification Topic 606 (“ASC 606”) and 340-40 (“ASC 340-40”). Under ASC 606, we recognize revenue when our customer obtains control of goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. See “Critical Accounting Estimates.”

Subscriptions and Support. Subscriptions and support revenues consist primarily of fees from customers accessing our solutions. Revenue is recognized ratably over the contract period as the software is provided.

Service. Service revenues consist primarily of fees related to new product implementations, customizations, and customer training. Revenue is recognized when the services are rendered.

License and other. License and other revenues consist primarily of one-time perpetual license and partner royalty fees or reseller arrangements. Revenue is recognized at a point in time when the customer is able to use and benefit from the software.

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Cost of Revenue

Cost of revenue consists primarily of employee compensation costs for employees associated with supporting our subscription, support, professional services arrangements and customer success, as well as certain third-party expenses. Employee compensation and related costs include cash compensation and benefits to employees, costs of third-party contractors, and associated overhead costs. Third-party expenses consist of cloud infrastructure costs, third-party licensing costs, and other expenses directly associated with our customer support. We expect cost of revenues to increase in absolute dollars as we continue to hire personnel, to provide hosting services, technical support, customer success, and consulting services to our growing customer base.

Operating Expenses

Research and development. Research and development expenses consist primarily of personnel costs. Research and development expenses also include costs associated with contractors and consultants, equipment, and software to support our development and quality assurance teams and overhead expenses. We will continue to invest in innovation and offer our customers new solutions to enhance our existing platform.

Selling, general, and administrative. Selling, general, and administrative expenses consist primarily of employee compensation and benefits costs for corporate personnel, such as those in our executive, legal, human resource, facilities, accounting and finance, and information technology departments. In addition, general and administrative expenses include third-party professional fees and principal stockholder-related costs, as well as all other supporting corporate expenses not allocated to other departments. We expect our selling, general, and administrative expenses to increase on an absolute dollar basis as our business grows.

Acquisition costs. Acquisition costs consist primarily of third-party professional fees incurred in conjunction with acquisitions.

Interest Expense, Net

Interest expense, net consists primarily of interest payments on our outstanding borrowings under our First Lien and Revolving Credit Agreement, interest income from our investments, and amortization of debt issuance costs.

Other Expense, Net

Other expense, net primarily consists of foreign currency gains/losses.

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Results of Operations

The following table sets forth our consolidated statement of operations and comprehensive loss for the periods indicated:

	Three Months Ended March 31,
	2024		2023
	(in thousands)
Consolidated Statement of Operations and Comprehensive Loss:
Revenue:
Subscriptions and support	$	166,927	$	141,073
Service	16,686		16,233
License and other	1,354		2,148
Total revenue	184,967		159,454
Cost of revenue:
Subscriptions and support	46,327		38,194
Service	13,383		14,323
License and other	1,071		951
Depreciation and amortization	19,080		16,021
Total cost of revenue	79,861		69,489
Gross profit	105,106		89,965
Operating expenses:
Research and development	31,651		25,421
Selling, general, and administrative	52,432		49,558
Acquisition costs	753		—
Depreciation and amortization	17,349		15,771
Total operating expenses	102,185		90,750
Income (loss) from operations	2,921		(785)
Interest expense—net	20,996		14,029
Other expenses (income)—net	(99)		44
Loss before income taxes	(17,976)		(14,858)
Income tax expense (benefit)	4,872		(45)
Net loss	(22,848)		(14,813)
Less: Net loss attributable to non-controlling interest	(3,290)		(2,960)
Net loss attributable to PowerSchool Holdings, Inc.	(19,558)		(11,853)
Other comprehensive income (loss), net of taxes:
Foreign currency translation	(734)		86
Change in unrealized loss on investments	—		3
Total other comprehensive income (loss)	(734)		89
Less: Other comprehensive income (loss) attributable to non-controlling interest	$	(136)	$	17
Comprehensive loss attributable to PowerSchool Holdings, Inc.	$	(20,156)	$	(11,781)

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The following table sets forth our consolidated statement of operations and comprehensive loss expressed as a percentage of total revenue for the periods indicated:

	Three Months Ended March 31,
	2024		2023
Consolidated Statement of Operations and Comprehensive Loss:
Revenue:
Subscriptions and support	90	%	88	%
Service	9		11
License and other	1		1
Total revenue	100		100
Cost of revenue:
Subscriptions and support	25		24
Service	7		9
License and other	1		<1
Depreciation and amortization	10		10
Total cost of revenue	43		44
Gross profit	57		56
Operating expenses:
Research and development	17		16
Selling, general, and administrative	28		31
Acquisition costs	<1		—
Depreciation and amortization	9		10
Total operating expenses	55		57
Income (loss) from operations	2		(<1)
Interest expense—net	11		9
Other expenses (income)—net	(<1)		(<1)
Loss before income taxes	(10)		(9)
Income tax expense (benefit)	3		(<1)
Net loss	(12)		(9)
Less: Net loss attributable to non-controlling interest	(2)		(2)
Net loss attributable to PowerSchool Holdings, Inc.	(11)		(7)
Other comprehensive income (loss), net of taxes:
Foreign currency translation	(<1)		<1
Change in unrealized loss on investments	—		<1
Total other comprehensive income (loss)	(<1)		<1
Less: Other comprehensive income (loss) attributable to non-controlling interest	(<1)		<1
Comprehensive loss attributable to PowerSchool Holdings, Inc.	(11)	%	(7)	%

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Discussion of Results of Operations

Revenues

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(in thousands)
Revenue:
Subscriptions and support	$	166,927	$	141,073	$	25,854	18	%
Service	16,686		16,233		453		3	%
License and other	1,354		2,148		(794)		(37)	%
Total revenue	$	184,967	$	159,454	$	25,513	16	%

The period-over-period increase in subscriptions and support and service revenue for the three months ended March 31, 2024 was driven by increased sales of our solutions to new customers, and by cross-selling and upselling to existing customers. The period-over-period change in license and other revenue was driven primarily by the variability caused by the point in time nature of this revenue stream; we expect this variability to continue in future quarters.

Total Cost of Revenue

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(in thousands)
Cost of Revenue:
Subscriptions and support	$	46,327	$	38,194	$	8,133	21	%
Service	13,383		14,323		(940)		(7)	%
License and other	1,071		951		120		13	%
Depreciation and amortization	19,080		16,021		3,059		19	%
Total cost of revenue	$	79,861	$	69,489	$	10,372	15	%

The period-over-period increase in subscriptions and support cost of revenue for the three months ended March 31, 2024 was primarily driven by $3.6 million increase in cloud hosting expenses, $1.0 million increase personnel-related costs, and $1.0 million increase in restructuring expenses. The period-over-period decrease in service cost of revenue was primarily attributable to a $1.0 million decrease in personnel-related costs. The period-over-period increase in license and other cost of revenue was primarily attributable to an increase in royalty costs.

The period-over-period increase in depreciation and amortization cost of revenue for the three months ended March 31, 2024 was driven by amortization related to increased investment in innovation projects.

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Operating Expenses

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(in thousands)
Operating expenses:
Research and development	$	31,651	$	25,421	$	6,230	25	%
Selling, general, and administrative	52,432		49,558		2,874		6	%
Acquisition costs	753		—		753		N/M
Depreciation and amortization	17,349		15,771		1,578		10	%
Total operating expenses	$	102,185	$	90,750	11,435		13	%

Research and development. The period-over-period increase in research and development expense for the three months ended March 31, 2024 was primarily attributable to an increase of $3.0 million in personnel-related costs, $2.3 million increase in restructuring expenses, and $0.4 million increase in hardware and software support costs.

Selling, general, and administrative. The period-over-period increase in selling, general and administrative expense for the three months ended March 31, 2024 was primarily attributable to an increase of $4.1 million in personnel related expenses and $1.1 million increase in third-party commissions, and $0.6 million increase in software support costs. The increase was partially offset by decreases of $1.7 million in bad debt expense, $0.5 million in professional services fees, and $0.5 million in insurance costs.

Acquisition costs. The period-over-period increase in acquisition costs for the three months ended March 31, 2024 was attributable to the acquisition of Allovue.

Depreciation and amortization. The period-over-period increase in depreciation and amortization expense for the three months ended March 31, 2024 was primarily due to a higher balance of intangible assets from the acquisitions of Neverskip, SchoolMessenger, and Allovue.

Interest Expense

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(in thousands)
Interest Expense	$	20,996	$	14,029	$	6,967	50	%

The period-over-period increase in interest expense for the three months ended March 31, 2024 was driven by a higher average debt balance throughout the period and higher interest rates on our First Lien Term Loan.

Other Income (Expense) - Net

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(in thousands)
Other (income) expense - net	$	(99)	$	44	$	(143)	(325)	%

The period-over-period fluctuation in other (income) expense - net for the three months ended March 31, 2024 was primarily due to the fluctuation on the remeasurement of foreign denominated cash and accounts receivable balances.

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Income Tax Expense (Benefit)

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(in thousands)
Income tax expense (benefit)	$	4,872	$	(45)	$	4,917	N/M

The period-over-period fluctuation in income tax benefit for the three months ended March 31, 2024 was primarily due to deferred tax expense recognized due to the tax restructuring completed as part of the Allovue acquisition.

Liquidity and Capital Resources

General

PowerSchool Holdings, Inc. is a holding company with no operations of our own and, as such, we depend on distributions by our current and future subsidiaries, including Holdings LLC, for cash to fund all of our operations and expenses. The terms of the agreements governing our senior secured credit facilities contain certain negative covenants prohibiting certain of our subsidiaries from making cash dividends or distributions to us or to Holdings LLC unless certain financial tests are met. We currently anticipate that such restrictions will not impact our ability to meet our cash obligations.

As of March 31, 2024, our principal sources of liquidity were cash and cash equivalents totaling $17.4 million, which were held for working capital purposes, as well as the available balance of our Revolving Credit Agreement, described below. Our cash equivalents were comprised of bank deposits and are generally held with large, diverse financial institutions worldwide with high investment-grade credit ratings or financial institutions that meet investment-grade ratings criteria, which we believe mitigates credit risk.

We believe our existing cash and cash equivalents, our Revolving Credit Agreement and cash provided by sales of our solutions and services will be sufficient to meet our working capital and capital expenditure needs beyond the next twelve months. We also expect our operating cash flows to further improve as we increase our operational efficiency and experience economies of scale in the long term.

Our future capital requirements will depend on many factors including our growth rate, the timing and extent of spending to support development efforts, the timing of required TRA payments, the expansion of sales and marketing activities, the introduction of new and enhanced solutions and services offerings, and the continuing market acceptance of our solutions. In the future, we may enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights.

We may be required to seek additional equity or debt financing in the future. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies, this could reduce our ability to compete successfully and harm our results of operations.

A majority of our customers pay in advance for subscriptions, which is recorded as deferred revenue. Deferred revenue consists of the unearned portion of billed fees for our subscriptions, which is later recognized as revenue in accordance with our revenue recognition policy. As of March 31, 2024, we had deferred revenue of $283.7 million, of which $275.5 million was recorded as a current liability and is expected to be recorded as revenue in the next 12 months, provided all other revenue recognition criteria have been met.

Credit Facilities

On August 1, 2018, we entered into a First Lien with lending institutions for term loan borrowings. The First Lien also provides for a Revolving Credit Agreement (the “Revolving Credit Agreement”).

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On July 31, 2023, the Company entered into an incremental facility to the First Lien to borrow an additional $100.0 million aggregate principal amount of incremental term loans, increasing the principal balance outstanding under the First Lien to $840.1 million as of the date of the amendment. Debt issuance costs of $0.8 million were recorded as a reduction to the carrying value of the related debt.

On October 12, 2023, the Company further amended the First Lien and Revolving Credit Agreement. The amendment, among other things, refinanced the then outstanding term loans with $837.9 million of new term loans, extended the maturity date on the First Lien from July 31, 2025 to August 1, 2027, extended the maturity date of the Revolving Credit Agreement from May 2, 2025 to May 2, 2027, and increased the borrowing capacity on the Revolving Credit Agreement from $289.0 million to $400.0 million. Following the amendment, the First Lien is repayable in quarterly payments of $2.1 million.

As of March 31, 2024, there were $835.8 million of term loans outstanding under the First Lien and $125.0 million under the Revolving Credit Agreement.

Borrowings under the First Lien bear interest at the SOFR, as administered by the Federal Reserve Bank of New York, plus the initial margin 3.25% per annum. As of March 31, 2024, the interest rate on the First Lien was 8.31%.

Other Contractual Obligations

Our material cash requirements from other known contractual and other obligations primarily consist of contractual obligations under operating leases for office space, data facilities, cloud hosting arrangements and other services we purchase as part of our normal operations.

See Note 12. Commitments and Contingencies of the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Cash Flows

The following table presents a summary of our consolidated cash flows from operating, investing, and financing activities for the periods presented:

	Three Months Ended March 31,
	2024		2023
	(in thousands)
Net cash used in operating activities	$	(89,685)	$	(60,027)
Net cash used in investing activities	(54,705)		(10,032)
Net cash provided by (used in) financing activities	122,595		(3,222)
Effect of foreign exchange rate on cash and cash equivalents	166		73
Net (decrease) increase in cash and cash equivalents and restricted cash	$	(21,629)	$	(73,208)
Cash and cash equivalents and restricted cash at beginning of period	39,554		137,981
Cash and cash equivalents and restricted cash at end of period	$	17,925	$	64,773

Operating Activities

Net cash used in operating activities of $89.7 million for the three months ended March 31, 2024 was primarily related to our net loss of $22.8 million, adjusted for non-cash charges of $50.8 million, and net cash outflows of $117.7 million, resulting from changes in our operating assets and liabilities, net of acquisitions. Non-cash charges primarily consisted of depreciation and amortization of $36.4 million, share-based compensation expense of $14.2 million, and $1.5 million from the amortization of debt issuance costs. The main drivers of net cash outflows from changes in operating assets and liabilities were decreases in deferred revenue of $102.9 million primarily due to the seasonality of our billing cycle.

Net cash used in operating activities of $60.0 million for the three months ended March 31, 2023 was primarily related to our net loss of $14.8 million, adjusted for non-cash charges of $48.0 million, and net cash outflows of $93.2 million resulting from change in our operating assets and liabilities, net of acquisitions. Non-cash charges

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primarily consisted of depreciation and amortization of $31.8 million and share-based compensation expense of $14.5 million. The main drivers of the net cash inflows from changes in operating assets and liabilities were increases in deferred revenue of $73.7 million due to increases in sales and accounts receivable of $8.4 million due to the seasonality of our billing cycle.

Investing Activities

Net cash used in investing activities of $54.7 million for the three months ended March 31, 2024 was primarily related to the net cash paid for our acquisition of Allovue for $36.1 million, investment in capitalized product development costs of $9.0 million, purchases of property and equipment of $3.9 million, and payment of acquisition-related deferred consideration of $5.8 million.

Net cash used in investing activities of $10.0 million for the three months ended March 31, 2023 was primarily related to our investment in capitalized product development costs of $9.7 million and purchases of property and equipment of $0.4 million.

Financing Activities

Net cash provided by financing activities of $122.6 million for the three months ended March 31, 2024 was primarily related to the net proceeds from our Revolving Credit Agreement of $125.0 million offset by scheduled repayment of our First Lien debt of $2.1 million, the payment of deferred consideration of $0.2 million, and the payment of taxes related to the net settlement of equity awards of $0.1 million.

Net cash used in financing activities of $3.2 million for the three months ended March 31, 2023 was primarily related to payment of taxes related to the net settlement of equity awards of $1.3 million and scheduled repayment of our First Lien debt of $1.9 million.

Indemnification Agreements

In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify customers, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. In addition, in connection with the completion of our IPO, we entered into indemnification agreements with our directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No demands have been made upon us to provide indemnification under such agreements and there are no claims that we are aware of that could have a material effect on our consolidated balance sheets, consolidated statements of operations and comprehensive loss, or consolidated statements of cash flows.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities, as applicable, at the date of our consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions, impacting our reported results of operations and financial condition.

Certain accounting policies involve significant judgments and assumptions by management, which have a material impact on the carrying value of assets and liabilities and the recognition of income and expenses. Management considers these accounting policies to be critical accounting policies. The estimates and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. The critical accounting estimates, assumptions, and judgements that we believe to have the most significant impact on our consolidated financial statements are revenue recognition, accounts receivable, capitalized product development costs, goodwill and intangible assets, business combinations, share-based compensation, tax receivable agreement liability, and income taxes.

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There have been no material changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2023.

Recent Accounting Pronouncements

For a description of our recently adopted accounting pronouncements and recently issued accounting standards not yet adopted, see Note 2. Summary of Significant Accounting Policies to the condensed consolidated financial statements.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operating performance. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. The non-GAAP financial information is presented for analytical and supplemental informational purposes only, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

These non-GAAP financial measures have their limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, these non-GAAP financial measures should not be considered as a replacement for their respective comparable financial measures, as determined by GAAP, or as a measure of our profitability or liquidity. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures only for supplemental purposes.

Adjusted Gross Profit

Adjusted Gross Profit is a supplemental measure of operating performance that is not made under GAAP and that does not represent, and should not be considered as, an alternative to gross profit, as determined in accordance with GAAP. We define Adjusted Gross Profit as gross profit, adjusted for depreciation, share-based compensation expense and the related employer payroll tax, restructuring and acquisition-related expenses, amortization of acquired intangible assets, and capitalized product development costs. We use Adjusted Gross Profit to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short-term and long-term operating plans. We believe that Adjusted Gross Profit is a useful measure to us and to our investors because it provides consistency and comparability with our past financial performance and between fiscal periods, as the metric generally eliminates the effects of the variability of depreciation, share-based compensation, restructuring expense, acquisition-related expenses, and amortization of acquired intangibles and capitalized product development costs from period to period, which may fluctuate for reasons unrelated to overall operating performance. We believe that the use of this measure enables us to more effectively evaluate our performance period-over-period and relative to our competitors.

Adjusted EBITDA

Adjusted EBITDA is a supplemental measure of operating performance that is not made under GAAP and that does not represent, and should not be considered as, an alternative to net income (loss), as determined by GAAP. We define Adjusted EBITDA as net income (loss) adjusted for net interest expense, depreciation and amortization, provision for (benefit from) income tax, share-based compensation expense and the related employer payroll tax, management fees, restructuring expense, acquisition-related expense, and nonrecurring litigation expense. We use Adjusted EBITDA to understand and evaluate our core operating performance and trends and to develop short-term and long-term operating plans. We believe that Adjusted EBITDA facilitates comparison of our operating performance on a consistent basis between periods and, when viewed in combination with our results prepared in accordance with GAAP, helps provide a broader picture of factors and trends affecting our results of operations.

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Free Cash Flow

Free Cash Flow is a supplemental measure of liquidity that is not made under GAAP and does not represent, and should not be considered as, an alternative to cash flow from operations, as determined by GAAP. We define Free Cash Flow as net cash provided by operating activities less cash used for purchases of property and equipment and capitalized product development costs. We believe that Free Cash Flow is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated by our operations inclusive of that used for investments in property and equipment and capitalized product development costs.

Reconciliation of Gross profit to Adjusted gross profit

	Three Months Ended March 31,
(in thousands except percentages)	2024			2023
Gross profit	$	105,106		$	89,965
Depreciation	151			252
Share-based compensation (1)	2,273			2,458
Restructuring(2)	1,279			13
Acquisition-related expense(3)	173			87
Amortization	18,929			15,769
Adjusted Gross Profit	$	127,911		$	108,544
Gross Profit Margin(4)	56.8		%	56.4		%
Adjusted Gross Profit Margin(5)	69.2		%	68.1		%

(1)    Refers to expenses flowing through gross profit associated with share-based compensation.

(2)    Refers to expenses flowing through gross profit related to migration of customers from legacy to core products, and severance expense related to offshoring activities and executive departures.

(3)    Refers to expenses flowing through gross profit incurred to execute and integrate acquisitions, including retention awards and severance for acquired employees.  

(4)    Represents gross profit as a percentage of revenue.

(5)    Represents Adjusted Gross Profit as a percentage of revenue.

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Reconciliation of Net Loss to Adjusted EBITDA

	Three Months Ended March 31,
(in thousands)	2024			2023
Net loss	$	(22,848)		$	(14,813)
Add:
Amortization	35,492			30,873
Depreciation	937			918
Interest expense - net(1)	20,996			14,029
Income tax expense (benefit)	4,872			(45)
Share-based compensation	14,685			15,481
Management fees(2)	80			63
Restructuring(3)	3,858			1,366
Acquisition-related expense(4)	3,202			1,534
Adjusted EBITDA	$	61,274		$	49,406
Net loss margin(5)	(12.4)		%	(9.3)		%
Adjusted EBITDA margin(6)	33.1		%	31.0		%

(1)    Interest expense, net of interest income.

(2)    Refers to expense associated with collaboration with our principal stockholders and their internal consulting groups.

(3)    Refers to costs incurred related to migration of customers from legacy to core products, remaining lease obligations for abandoned facilities, severance expense related to offshoring activities, facility closures, nonrecurring litigation expense, and executive departures.

(4)    Refers to direct transaction and debt-related fees reflected in our acquisition costs line item of our consolidated income statements and incremental acquisition-related costs that are incurred to perform diligence, execute and integrate acquisitions, including retention awards and severance for acquired employees, and other transaction and integration expenses. Also, refers to the fair value adjustments recorded to the contingent consideration liability related to the acquisitions of Kinvolved, Chalk, and SchoolMessenger. These incremental costs are embedded in our research and development, selling, general and administrative, and cost of revenue line items.

(5)    Represents net loss as a percentage of revenue

(6)    Represents Adjusted EBITDA as a percentage of revenue.

 Reconciliation of Net Cash Used in Operating Activities to Free Cash Flow

	Three Months Ended March 31,
(in thousands)	2024		2023
Net cash used in operating activities	$	(89,685)	$	(60,027)
Less:
Purchases of property and equipment	(3,887)		(356)
Capitalized product development costs	(8,956)		(9,676)
Free Cash Flow	$	(102,528)	$	(70,059)

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

•our history of cumulative losses and expectation that we will not be profitable for the foreseeable future;

•risks associated with failing to continue our recent growth rates;

•the competitiveness of the market in which we operate;

•risks and uncertainties associated with potential acquisitions and divestitures;

•our ability to retain, hire and integrate skilled personnel including our senior management team;

•our ability to develop, introduce and market new and enhanced versions of our solutions to meet customer needs and expectations;

•our use of AI and our management thereof;

•the impact of adverse general and industry-specific economic and market conditions;

•risks related to the unavailability of additional U.S. federal government stimulus packages focused on educational initiatives following the COVID-19 pandemic;

•the impact of inflation, rising interest rates, and global conflicts, including disruptions in European economies as a result of the war in Ukraine; the Israel-Hamas war, the relationship between China and Taiwan, and ongoing trade disputes between the United States and China;

•risks to our revenue from changes in the spending policies or budget priorities for government funding of K-12 schools;

•risks related to the procurement process and budget decision by government entities;

•our ability to correctly estimate market opportunity and forecast market growth;

•our ability to successfully develop new solutions or materially enhance current solutions through our research and development efforts;

•risks caused by delays in upturns or downturns being reflected in our financial position and results of operations;

•the length and variability of our sales cycles;

•risks related to negotiating leverage and the demands of our large customers;

•our ability to change our pricing models, if necessary to compete successfully;

•our ability to acquire new accounts and successfully retain existing accounts;

•our ability to maintain, enhance and protect our brand;

•the impact of any catastrophic events;

•the seasonality of our sales and customer growth;

•the effects of interruptions or delays in services provided by our data centers or other third parties;

•risks associated with lawsuits by third parties for alleged infringement, misappropriation or other violation of their intellectual property and proprietary rights;

•our ability to obtain, maintain, protect and enforce intellectual property protection for our current and future solutions;

•the impact of potential information technology or data security breaches or other cyber-attacks or other disruptions;

•the risks associated with indemnity provisions in some of our agreements;

•the risks related to our use of open source software in certain of our solutions;

•the impact of interruptions or performance problems associated with our technology or infrastructure;

•the impact of real or perceived errors, failures or bugs in our solutions;

•risks related to incorrect or improper use of our solutions or our failure to properly train customers on how to utilize our solutions;

•our ability to offer high-quality support;

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•our ability to predict and respond to rapidly evolving technological trends and our customers’ changing needs;

•the fact that our activities are and will continue to be subject to extensive government regulation;

•our ability to comply with privacy laws and regulations;

•risks related to changes in tax laws;

•the impact of export and import control laws and regulations;

•risks relating to non-compliance with anti-corruption, anti-bribery and similar laws;

•risks related to future litigation;

•changes in privacy laws and regulations applicable to our business;

•our ability to comply with legal requirements, contractual obligations and industry standards relating to security, data protection and privacy;

•risks to our reputation and of liability from a failure to comply with a variety of complex procurement rules and regulation;

•our reliance on third-party software and intellectual property licenses;

•our ability to develop and maintain proper and effective internal control over financial reporting;

•the impact of variation in our quarterly operating results on the trading price of our stock; and

•other factors disclosed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q in the context of these risks and uncertainties.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure due to potential changes in inflation or interest rates. We do not hold financial instruments for trading purposes.

Foreign Currency Exchange Risk

The functional currencies of our foreign subsidiaries are the respective local currencies. Most of our sales are denominated in U.S. dollars, and therefore our revenue is not currently subject to significant foreign currency risk. Our operating expenses are denominated in the currencies of the countries in which our operations are located, which are primarily in the U.S., Canada, India, and United Arab Emirates. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments. During the three months ended March 31, 2024, a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our consolidated financial statements.

Interest Rate Risk

As of March 31, 2024, our primary market risk exposure is changing interest rates. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors, and other factors beyond our control. The First Lien and Revolving Credit Agreement carry interest at SOFR, as administered by the Federal Reserve Bank of New York, plus the applicable margin. The applicable margin for the First Lien is initially 3.25% per annum with a 0.25% step down based on the First Lien Net Leverage Ratio. The applicable margin for the Revolving Credit Agreement is initially 3.25% per annum with up to a 0.50% step down based on the First Lien Net Leverage Ratio.

As of March 31, 2024, we had an outstanding debt balance of $835.8 million related to our First Lien and $125.0 million on our Revolving Credit Agreement. Based on the amount outstanding, a 100-basis point increase or decrease in market interest rates over a twelve- month period would result in a change to interest expense of approximately $9.6 million.

To date, we have not entered into any hedging arrangements with respect to interest rate risk or other derivative financial instruments.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief 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, as amended, (the “Exchange Act”) as of March 31, 2024. Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2024.

Changes to our Internal Controls over Financial Reporting

There have been no changes in internal control over financial reporting during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

From time to time, the Company is involved in disputes, litigation, and other legal actions. On a quarterly basis, the Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, if any, or result in the Company accruing a liability, and the matters and related ranges of possible losses disclosed, and makes adjustments and changes to our disclosures as appropriate. Significant judgment is required to determine both (i) the likelihood of loss and (ii) the estimated amount of such loss related to such legal matters. Until the final resolution of such legal matters, there may be an exposure to loss, and such amounts could be material. For legal proceedings for which there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable), the Company has determined it does not have material exposure on an aggregate basis at this time.

Item 1A. Risk Factors

There have been no material changes with respect to the risk factors disclosed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements

On February 29, 2024, Shivani Stumpf, the Company’s Chief Product and Innovation Officer, adopted a 10b5-1 trading plan, which is designed to be in effect until December 31, 2024. The aggregate number of shares of Class A common stock to be sold pursuant to Ms. Stumpf’s 10b5-1 plan is 52,558. Ms. Stumpf’s 10b5-1 plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

On March 12, 2024, Devendra Singh, the Company’s Chief Technology Officer, adopted a 10b5-1 trading plan, which is designed to be in effect until March 31, 2025. The aggregate number of shares of Class A common stock to be sold pursuant to Mr. Singh’s 10b5-1 plan is 117,800. Mr. Singh’s 10b5-1 plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

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Item 6. Exhibits

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of PowerSchool Holdings, Inc., dated July 27, 2021 (incorporated by reference to Exhibit 3.2 of PowerSchool Holdings, Inc.’s Current Report on Form 8-K filed on July 30, 2021).
3.2	Amended and Restated Bylaws of PowerSchool Holdings, Inc., dated July 27, 2021 (incorporated by reference to Exhibit 3.4 of PowerSchool Holdings, Inc.’s Current Report on Form 8-K filed on July 30, 2021).
10.1	Form of Market Share Award Agreement
10.2	Form of Performance Share Award Agreement
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)- 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and 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 Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Extension Definition
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q, are deemed furnished and not filed with the SEC.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		PowerSchool Holdings, Inc.
Date: May 7, 2024	By:	/s/ Eric Shander
	Name:	Eric Shander
	Title:	President & Chief Financial Officer
		(Authorized Signatory and Principal Financial and Accounting Officer)

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EX-10.1

Exhibit 10.1

POWERSCHOOL HOLDINGS, INC.

MSU Award notice

Pursuant to the terms and conditions of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”), PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award of Market Share Units (“MSUs”) set forth below. This award of MSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Market Share Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan.

Type of Award:	Other Share-Based Award under Article X of the Plan.
Participant:
Grant Date:
Vesting Commencement Date:
Target Number of MSUs:

By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement, and this Market Share Unit Award Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan, and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan, and this Grant Notice. You hereby agree to accept as binding, conclusive, and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan, or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Grant Notice as of the date first written above.

POWERSCHOOL HOLDINGS, INC.

By:

Name: Hardeep Gulati

Title: Chief Executive Officer

_______________________________

[Signature Page to Market Share Unit Award Notice]

EXHIBIT A

POWERSCHOOL HOLDINGS, INC.

MSU Award Agreement

THIS MSU AWARD AGREEMENT (this “Agreement”) is entered into by and between the Company and the Participant as of the Grant Date set forth in the Grant Notice to which this Agreement is attached. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan.

WHEREAS, the Plan provides for the grant of Other Share-Based Awards;

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its members to grant the Participant an Other Share-Based Award in the form of Market Share Units (“MSUs”) on the terms and subject to the conditions set forth in this Agreement and the Plan; and

WHEREAS, this Award represents in value based on a per Share price of (the “Base Price”).

NOW THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves and their successors and assigns, hereby agree as follows:

1.Grant of MSUs.

a.Grant. The Company hereby grants to the Participant the number of MSUs set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement, and the Plan.

b.Incorporation by Reference. The provisions of the Plan are incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan.

2.Vesting. The MSUs shall be subject to both time and performance vesting based on the Payout Factor (as defined below). The MSUs shall vest as follows: (a) 50% of the MSUs shall vest on the second anniversary of the Vesting Commencement Date, and (b) 50% of the MSUs shall vest on the third anniversary of the Vesting Commencement Date, subject, in each case, to the Participant not incurring a Separation from Service prior to the applicable vesting date. The actual number of Shares to be granted to the Participant in connection with the vesting of applicable MSUs will be determined on each vesting date by multiplying the number of MSUs that time-vested on such vesting date by the applicable Payout Factor. The “Payout Factor” is defined to be the quotient calculated by dividing (i) the average Fair Market Value of the Company’s Common Stock during the ten trading days immediately preceding the applicable vesting date by (ii) the Fair Market Value of the Company’s Common Stock on the Vesting Commencement Date; provided that (x) the Payout Factor shall equal zero if such quotient is less than 0.65; (y)

A-1

the Payout Factor shall equal 2.00 if such quotient equals or exceeds 2.00; and (z) the Payout Factor shall be rounded to the nearest hundredth (two places after the decimal).

3.Settlement. The Company shall issue the Share(s) (if any) to the Participant for each MSU that becomes vested hereunder within 30 days following the date on which such MSU becomes vested.

4.Forfeiture. If, prior to the settlement of the MSUs as set forth in Section 3, (a) the Participant incurs a Separation from Service for any reason, (b) the Participant materially breaches this Agreement, or (c) the Participant fails to meet the tax withholding obligations described in Section 7, the Participant shall immediately and automatically forfeit all of the Participant’s rights in respect of the MSUs.

5.Change in Control. In the event of a Change of Control, other than a Change of Control associated with the Company remaining publicly-traded but the ownership of VEP Group LLC and its affiliated investment entities (collectively, “Vista”) and Onex Partners Manager LP and its affiliated entities (collectively, “Onex”) falling below 50% cumulative ownership and Vista and Onex collectively retaining a minority ownership stake in the Company, if: (1) Participant is terminated without Cause by the Company or the successor corporation or a parent or subsidiary of such successor corporation of the Company (the “Successor Corporation”) within twelve (12) months following consummation of the Change of Control transaction; or (2) Executive terminates his or her employment or consulting relationship with the Company or the Successor Corporation, each as applicable, for Good Reason (as such term is defined in Participant’s employment agreement with the Company) within twelve (12) months following consummation of the transaction; or (3) if unvested MSUs will not be converted to substitute interests in the Successor Corporation on an economically equivalent basis upon such Change of Control event with an equivalent vesting/payment schedule, then in each case the MSUs or any cancelled, assumed, or substituted Other Share-based Awards held by Participant in lieu of the MSUs at the time of Executive’s termination or such Change of Control, as applicable, shall become fully accelerated and fully vested immediately prior to the effective date of termination, and notwithstanding anything to the contrary in Section 2, the Payout Factor for such MSUs shall be the greater of (x) 1.00 and (y) the actual Payout Factor achieved at the time of such Change of Control.

6.Rights as Stockholder; Dividend Equivalents. Until such time as the MSUs have been settled pursuant to Section 3, the Participant shall have no rights as a stockholder, including, without limitation, any right to dividends or other distributions or any right to vote. Notwithstanding the foregoing, if the Company declares any cash dividend the record date of which occurs while the MSUs are outstanding, the Participant shall be credited a dividend equivalent in an amount equal to the dividend that would have been paid on the Shares underlying the MSUs calculated at a Payout Factor of 1.00, had such Shares been outstanding on such record date. Any such dividend equivalents shall be subject to the same vesting conditions applicable to the underlying MSU with respect to which they accrue, and shall, if the underlying MSU vests, be paid no later than 10 days following the applicable vesting date.

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7.Taxes. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local, and foreign taxes of any kind that the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule, or regulation with respect to the MSUs and, if the Participant fails to do so, the Company may refuse to issue or transfer any Shares otherwise required to be issued pursuant to this Agreement.

8.Non-Transferability. The MSUs may not, at any time prior to being settled, be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Participant, other than by will or by the laws of descent and distribution. Any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company.

9.Miscellaneous.

a.Clawback. All awards, amounts, and benefits received or outstanding under the Plan will be subject to clawback, cancellation, recoupment, rescission, payback, reduction, or other similar action in accordance with the terms of any Company clawback or similar policy or any Applicable Law related to such actions, as may be in effect from time to time. The Participant acknowledges and expressly agrees to the Company’s application, implementation, and enforcement of any applicable Company clawback or similar policy that may apply to the Participant, whether adopted before or after the Grant Date (including the forfeiture, clawback, and detrimental conduct terms contained in Section 13.22 of the Plan as of the Grant Date (and any successor terms)), and any term of Applicable Law relating to clawback, cancellation, recoupment, rescission, payback, or reduction of compensation, and the Company may take such actions as may be necessary to effectuate any such policy or Applicable Law, without further consideration or action.

b.Compliance with Laws. The grant of MSUs and the issuance of Shares hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules, and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act, and in each case any respective rules and regulations promulgated thereunder) and any other law, rule, regulation, or exchange requirement applicable thereto.

c.Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, and heirs of the Participant.

d.No Waiver; Amendment. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to

A-3

constitute a waiver of any other breach or a waiver of the continuation of the same breach. This Agreement may be amended at any time by the Committee, except that no amendment may, without the Participant’s consent, materially impair the Participant’s rights under the Award.

e.Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

f.No Right to Service. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant, or director of the Company or its subsidiaries or shall interfere with or restrict in any way the right of the Company or its subsidiaries to remove, terminate, or discharge the Participant at any time for any reason whatsoever.

g.Unfunded Plan. The award of MSUs is unfunded and the Participant shall be considered an unsecured creditor of the Company with respect to the Company’s obligations, if any, to issue Shares pursuant to this Agreement. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Participant and the Company or any other person.

h.Entire Agreement. This Agreement, the Grant Notice, and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, and negotiations with respect thereto.

i.Bound by the Plan. By signing this Agreement, the Participant acknowledges that the Participant has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan. In the event of any conflict between the Plan and this Agreement, this Agreement shall control.

j.Governing Law. The Participant acknowledges and expressly agrees to the governing law terms of Section 13.9 of the Plan (and any successor terms) and the jurisdiction and waiver of jury trial terms of Section 13.10 of the Plan (and any successor terms).

k.Business Days. If any time period for giving notice or taking action hereunder expires on a day that is a Saturday, Sunday, or holiday in the state in which the Company’s principal executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday, or holiday.

A-4

l.Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

m.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

n.Section 409A of the Code. It is intended that the MSUs granted pursuant to this Agreement and the provisions of this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code.

* * * *

A-5

EX-10.2

Exhibit 10.2

POWERSCHOOL HOLDINGS, INC.

PSU Award notice

Pursuant to the terms and conditions of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”), PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award of Performance Share Units (“PSUs”) set forth below. This award of PSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Performance Share Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan.

Type of Award:	Other Share-Based Award under Article X of the Plan.
Participant:
Grant Date:
Vesting Commencement Date:
Target Number of PSUs:

By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement, and this Performance Share Unit Award Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan, and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan, and this Grant Notice. You hereby agree to accept as binding, conclusive, and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan, or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Grant Notice as of the date first written above.

POWERSCHOOL HOLDINGS, INC.

By:

Name: Hardeep Gulati

Title: Chief Executive Officer

_______________________________

[Signature Page to Performance Share Unit Award Notice]

EXHIBIT A

POWERSCHOOL HOLDINGS, INC.

PSU Award Agreement

THIS PSU AWARD AGREEMENT (this “Agreement”) is entered into by and between the Company and the Participant as of the Grant Date set forth in the Grant Notice to which this Agreement is attached. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan.

WHEREAS, the Plan provides for the grant of Other Share-Based Awards;

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its members to grant the Participant an Other Share-Based Award in the form of Performance Share Units (“PSUs”) on the terms and subject to the conditions set forth in this Agreement and the Plan; and

WHEREAS, this Award represents in value based on a per Share price of (the “Base Price”).

NOW THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves and their successors and assigns, hereby agree as follows:

1.Grant of PSUs.

a.Grant. The Company hereby grants to the Participant the number of PSUs set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement, and the Plan.

b.Incorporation by Reference. The provisions of the Plan are incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan.

2.Vesting. The PSUs shall be subject to both time and performance vesting based on the Payout Factor (as defined below). The PSUs shall vest as follows: (a) 50% of the PSUs shall vest on the second anniversary of the Vesting Commencement Date, and (b) 50% of the PSUs shall vest on the third anniversary of the Vesting Commencement Date, subject, in each case, to the Participant not incurring a Separation from Service prior to the applicable vesting date. The actual number of Shares to be granted to the Participant in connection with the vesting of applicable PSUs will be determined on each vesting date by multiplying the number of PSUs that time-vested on such vesting date by the applicable Payout Factor. The “Payout Factor” at each vesting date is defined to be the sum of the Payout Ratios for each Performance Goal for the Measurement Period for such vesting date, as set forth in Appendix A-1.

A-1

3.Settlement. The Company shall issue the Share(s) (if any) to the Participant for each PSU that becomes vested hereunder within 30 days following the date on which such PSU becomes vested.

4.Forfeiture. If, prior to the settlement of the PSUs as set forth in Section 3, (a) the Participant incurs a Separation from Service for any reason, (b) the Participant materially breaches this Agreement, or (c) the Participant fails to meet the tax withholding obligations described in Section 7, the Participant shall immediately and automatically forfeit all of the Participant’s rights in respect of the PSUs.

5.Change in Control. In the event of a Change of Control, other than a Change of Control associated with the Company remaining publicly-traded but the ownership of VEP Group LLC and its affiliated investment entities (collectively, “Vista”) and Onex Partners Manager LP and its affiliated entities (collectively, “Onex”) falling below 50% cumulative ownership and Vista and Onex collectively retaining a minority ownership stake in the Company, if: (1) Participant is terminated without Cause by the Company or the successor corporation or a parent or subsidiary of such successor corporation of the Company (the “Successor Corporation”) within twelve (12) months following consummation of the Change of Control transaction; or (2) Executive terminates his or her employment or consulting relationship with the Company or the Successor Corporation, each as applicable, for Good Reason (as such term is defined in Participant’s employment agreement with the Company) within twelve (12) months following consummation of the transaction; or (3) if unvested PSUs will not be converted to substitute interests in the Successor Corporation on an economically equivalent basis upon such Change of Control event with an equivalent vesting/payment schedule, then in each case the PSUs or any cancelled, assumed, or substituted Other Share-based Awards held by Participant in lieu of the PSUs at the time of Executive’s termination or such Change of Control, as applicable, shall become fully accelerated and fully vested immediately prior to the effective date of termination, and notwithstanding anything to the contrary in Section 2, the Payout Factor for such PSUs shall be the greater of (x) 1.00 and (y) the actual Payout Factor achieved at the time of such Change of Control.

6.Rights as Stockholder; Dividend Equivalents. Until such time as the PSUs have been settled pursuant to Section 3, the Participant shall have no rights as a stockholder, including, without limitation, any right to dividends or other distributions or any right to vote. Notwithstanding the foregoing, if the Company declares any cash dividend the record date of which occurs while the PSUs are outstanding, the Participant shall be credited a dividend equivalent in an amount equal to the dividend that would have been paid on the Shares underlying the PSUs calculated at a Payout Factor of 1.00, had such Shares been outstanding on such record date. Any such dividend equivalents shall be subject to the same vesting conditions applicable to the underlying PSU with respect to which they accrue, and shall, if the underlying PSU vests, be paid no later than 10 days following the applicable vesting date.

7.Taxes. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local, and foreign taxes of any kind that the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other

A-2

applicable law, rule, or regulation with respect to the PSUs and, if the Participant fails to do so, the Company may refuse to issue or transfer any Shares otherwise required to be issued pursuant to this Agreement.

8.Non-Transferability. The PSUs may not, at any time prior to being settled, be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Participant, other than by will or by the laws of descent and distribution. Any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company.

9.Miscellaneous.

a.Clawback. All awards, amounts, and benefits received or outstanding under the Plan will be subject to clawback, cancellation, recoupment, rescission, payback, reduction, or other similar action in accordance with the terms of any Company clawback or similar policy or any Applicable Law related to such actions, as may be in effect from time to time. The Participant acknowledges and expressly agrees to the Company’s application, implementation, and enforcement of any applicable Company clawback or similar policy that may apply to the Participant, whether adopted before or after the Grant Date (including the forfeiture, clawback, and detrimental conduct terms contained in Section 13.22 of the Plan as of the Grant Date (and any successor terms)), and any term of Applicable Law relating to clawback, cancellation, recoupment, rescission, payback, or reduction of compensation, and the Company may take such actions as may be necessary to effectuate any such policy or Applicable Law, without further consideration or action.

b.Compliance with Laws. The grant of PSUs and the issuance of Shares hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules, and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act, and in each case any respective rules and regulations promulgated thereunder) and any other law, rule, regulation, or exchange requirement applicable thereto.

c.Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, and heirs of the Participant.

d.No Waiver; Amendment. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach. This Agreement may be amended at any time by the Committee, except that no amendment may, without the Participant’s consent, materially impair the Participant’s rights under the Award.

A-3

e.Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

f.No Right to Service. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant, or director of the Company or its subsidiaries or shall interfere with or restrict in any way the right of the Company or its subsidiaries to remove, terminate, or discharge the Participant at any time for any reason whatsoever.

g.Unfunded Plan. The award of PSUs is unfunded and the Participant shall be considered an unsecured creditor of the Company with respect to the Company’s obligations, if any, to issue Shares pursuant to this Agreement. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Participant and the Company or any other person.

h.Entire Agreement. This Agreement, the Grant Notice, and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, and negotiations with respect thereto.

i.Bound by the Plan. By signing this Agreement, the Participant acknowledges that the Participant has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan. In the event of any conflict between the Plan and this Agreement, this Agreement shall control.

j.Governing Law. The Participant acknowledges and expressly agrees to the governing law terms of Section 13.9 of the Plan (and any successor terms) and the jurisdiction and waiver of jury trial terms of Section 13.10 of the Plan (and any successor terms).

k.Business Days. If any time period for giving notice or taking action hereunder expires on a day that is a Saturday, Sunday, or holiday in the state in which the Company’s principal executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday, or holiday.

l.Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

A-4

m.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

n.Section 409A of the Code. It is intended that the PSUs granted pursuant to this Agreement and the provisions of this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code.

* * * *

Appendix A-1

Payout Ratio Calculations

The “Payout Ratio” for each Performance Goal (as set forth below) shall be calculated by multiplying the applicable Attainment Level for such Performance Goal by the Weighting Factor for such Performance Goal, to the nearest hundredth (two places after the decimal). The Attainment Level for each Performance Goal will be stated in the form of a ratio based on the extent to which such Performance Goal has been achieved for the applicable Measurement Period (Target Attainment = 1.00), in accordance with the schedule determined by the Committee at the time the Performance Goals for the applicable Measurement Period are established by the Committee.

Performance Goal:	Weighting Factor:
Cumulative Revenue	0.60
Cumulative Adjusted EBITDA	0.40
Vesting Date:	Measurement Period:
April 1, 2026	January 1, 2024 - December 31, 2025
April 1, 2027	January 1, 2024 - December 31, 2025

A-5

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

I, Hardeep Gulati, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q (this "Report") of PowerSchool Holdings, Inc. (the "Registrant");

2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)     Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in

this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of

the end of the period covered by this Report based on such evaluation; and

d)     Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information and have identified for the Registrant's auditors any material weaknesses in internal controls; and

b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting; and

6.The Registrant’s other certifying officer and I have indicated in the Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the

date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:	May 7, 2024
		/s/ Hardeep Gulati
		Hardeep Gulati Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

I, Eric Shander, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q (this "Report") of PowerSchool Holdings, Inc. (the "Registrant");

2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)     Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d)     Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information and have identified for the Registrant's auditors any material weaknesses in internal controls; and

b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

6.The Registrant’s other certifying officer and I have indicated in the Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the

date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:	May 7, 2024
		/s/ Eric Shander
		Eric Shander Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of the Chief Executive Officer and Chief Financial Officer

Pursuant to Rule 18 U.S.C. Section 1350

In connection with the Quarterly Report on Form 10-Q of PowerSchool Holdings, Inc. (the “Company”) for the period ended March 31, 2024 (the "Report"), as filed with the U.S. Securities and Exchange Commission, the undersigned, the Chief Executive Officer and the Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 7, 2024	/s/ Hardeep Gulati
	Hardeep Gulati Chief Executive Officer
Date: May 7, 2024	/s/ Eric Shander
	Eric Shander Chief Financial Officer

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2024	Apr. 30, 2024	Jan. 31, 2024	Dec. 31, 2023
Cover [Abstract]
Document Type	10-Q
Document Period End Date	Mar. 31, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40684
Entity Registrant Name	PowerSchool Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4166024
Entity Address, Address Line One	150 Parkshore Drive
Entity Address, City or Town	Folsom
Entity Address, Postal Zip Code	95630(Zip Code)
City Area Code	(877)
Local Phone Number	873-1550
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	PWSC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Smaller Reporting Company	false
Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		203,652,282
Entity Central Index Key	0001835681
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		203,652,282
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40684
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4166024
Entity Address, City or Town	Folsom
Entity Address, Address Line One	150 Parkshore Drive
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95630(Zip Code)
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	PWSC
Security Exchange Name	NYSE
Entity Filer Category	Large Accelerated Filer
Smaller Reporting Company	false
Emerging Growth Company	false
Document Period End Date	Mar. 31, 2024
Entity Central Index Key	0001835681
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class B common stock
Document Information [Line Items]
Common stock, shares outstanding (in shares)			37,654,059	37,654,059
Class A common stock
Document Information [Line Items]
Common stock, shares outstanding (in shares)				164,796,626

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 17,425	$ 39,054
Accounts receivable—net of allowance of $6,543 and $7,930 respectively	61,121	76,618
Prepaid expenses and other current assets	51,609	40,449
Total current assets	130,155	156,121
Property and equipment - net	8,181	5,003
Capitalized product development costs - net	112,810	112,089
Goodwill	2,770,971	2,740,725
Intangible assets - net	692,953	710,635
Other assets	35,897	36,311
Total assets	3,766,867	3,776,882
Current Liabilities:
Accounts payable	12,686	13,629
Accrued expenses	110,858	116,271
Deferred revenue, current	275,461	373,672
Revolving credit facility	125,000	0
Current portion of long-term debt	8,379	8,379
Total current liabilities	536,221	516,909
Noncurrent Liabilities:
Other liabilities	1,902	2,178
Deferred taxes	276,629	275,316
Tax Receivable Agreement liability	375,647	396,397
Deferred revenue—net of current	8,196	6,111
Long-term debt, net	810,497	811,325
Total liabilities	2,022,553	2,021,595
Commitments and Contingencies
Stockholders' Equity:
Additional paid-in capital	1,532,371	1,520,288
Accumulated other comprehensive loss	(2,828)	(2,094)
Accumulated deficit	(237,945)	(218,387)
Total stockholders' equity attributable to PowerSchool Holdings, Inc.	1,291,618
Non-controlling interest	452,696
Total stockholders' equity	1,744,314	1,755,287
Total stockholders' equity attributable to PowerSchool Holdings, Inc.		1,299,827
Non-controlling interest		455,460
Total stockholders' equity		1,755,287
Total liabilities and stockholders' equity	3,766,867	3,776,882
Operating Lease, Liability, Current	3,837	4,958
Increase in operating lease, right-of-use assets	15,900	15,998
Operating Lease, Liability, Noncurrent	13,461	13,359
Less allowance	$ (6,543)	$ (7,930)
Class A common stock
Stockholders' Equity:
Common stock, shares outstanding (in shares)		164,796,626
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock	$ 16	$ 16
Common stock, shares issued (in shares)	165,726,673	164,796,626
Class B common stock
Stockholders' Equity:
Common stock, shares outstanding (in shares)		37,654,059
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock	$ 4	$ 4
Common stock, shares issued (in shares)		37,654,059

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2024	Jan. 31, 2024	Dec. 31, 2023
Accounts receivable, allowance for credit losses	$ 6,543		$ 7,930
Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Common stock, shares authorized (in shares)	500,000,000		500,000,000
Common stock, shares issued (in shares)	165,726,673		164,796,626
Common stock, shares outstanding (in shares)			164,796,626
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Common stock, shares authorized (in shares)	300,000,000		300,000,000
Common stock, shares issued (in shares)			37,654,059
Common stock, shares outstanding (in shares)		37,654,059	37,654,059

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue:
Total revenue	$ 184,967	$ 159,454
Cost of revenue:
Depreciation and amortization	19,080	16,021
Total cost of revenue	79,861	69,489
Gross profit	105,106	89,965
Operating expenses:
Research and development	31,651	25,421
Selling, general, and administrative	52,432	49,558
Acquisition costs	753	0
Depreciation and amortization	17,349	15,771
Total operating expenses	102,185	90,750
Income (loss) from operations	2,921	(785)
Interest expense—net	20,996	14,029
Other expenses (income)—net	(99)	44
Loss before income taxes	(17,976)	(14,858)
Income tax benefit	4,872	(45)
Net loss	(22,848)	(14,813)
Less: Net loss attributable to non-controlling interest	(3,290)	(2,960)
Net loss attributable to PowerSchool Holdings, Inc.	(19,558)	(11,853)
Net Income (Loss) Available to Common Stockholders, Basic	(19,558)	(11,853)
Net Income (Loss) Available to Common Stockholders, Diluted	$ (24,131)	$ (11,853)
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share)	$ (0.12)	$ (0.07)
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share)	$ (0.12)	$ (0.07)
Weighted average shares of Class A common stock outstanding - basic (in shares)	165,037,089	160,506,571
Weighted average shares of Class A common stock outstanding - diluted (in shares)	202,691,148	160,506,571
Foreign currency translation	$ (734)	$ 86
Unrealized Gain (Loss) on Investments	0	3
Total other comprehensive income (loss)	(734)	89
Less: Other comprehensive income (loss) attributable to non-controlling interest	(136)	17
Comprehensive loss attributable to PowerSchool Holdings, Inc.	(20,156)	(11,781)
Subscriptions and support
Revenue:
Total revenue	166,927	141,073
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	46,327	38,194
Service
Revenue:
Total revenue	16,686	16,233
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	13,383	14,323
License and other
Revenue:
Total revenue	1,354	2,148
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	$ 1,071	$ 951

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’/ MEMBERS’ EQUITY - USD ($) $ in Thousands	Total	Class A common stock	Class B common stock	Common stock Class A common stock	Common stock Class B common stock	Additional paid-in capital	Accumulated other comprehensive income (loss)	Accumulated deficit	Non-controlling interest
Stockholder's equity, beginning balance (in shares) at Dec. 31, 2022				159,596,000	39,928,000
Stockholder's equity, beginning balance at Dec. 31, 2022	$ 1,733,944			$ 16	$ 4	$ 1,438,019	$ (2,122)	$ (187,250)	$ 485,277
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Management incentive unit and stock-based compensation	15,280					15,280
Other Comprehensive Income (Loss), Net of Tax	89						89
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	(14,813)							(11,853)	(2,960)
Adjustment to deferred taxes	(1,255)					(1,255)
Issuance of common stock upon vesting of Restricted Stock Awards (in shares)				1,000,000
Allocation of equity to non-controlling interests						(772)			772
Stock Issued During Period, Value, Conversion of Units		$ (2,274)	$ 2,274			27,642			(27,642)
Stockholder's equity, ending balance (in shares) at Mar. 31, 2023				162,870,000	37,654,000
Stockholder's equity, ending balance at Mar. 31, 2023	1,731,961			$ 16	$ 4	1,477,630	(2,033)	(199,103)	455,447
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	1,284					(1,284)
Member's investment, beginning balance at Dec. 31, 2023	1,299,827
Stockholder's equity, beginning balance (in shares) at Dec. 31, 2023				164,796,000	37,654,000
Stockholder's equity, beginning balance at Dec. 31, 2023	1,755,287			$ 16	$ 4	1,520,288	(2,094)	(218,387)	455,460
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Management incentive unit and stock-based compensation	14,843					14,843
Other Comprehensive Income (Loss), Net of Tax	(734)						(734)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	(22,848)							(19,558)	(3,290)
Adjustment to deferred taxes	(2,169)					(2,169)
Issuance of common stock upon vesting of Restricted Stock Awards (in shares)				931,000
Allocation of equity to non-controlling interests						(526)			526
Stockholder's equity, ending balance (in shares) at Mar. 31, 2024				165,727,000	37,654,000
Stockholder's equity, ending balance at Mar. 31, 2024	1,744,314			$ 16	$ 4	1,532,371	$ (2,828)	$ (237,945)	$ 452,696
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	$ 65					$ (65)

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ (22,848)	$ (14,813)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Depreciation, Depletion and Amortization	36,429	31,792
Share-based Payment Arrangement, Noncash Expense	14,155	14,549
Operating Lease, Right-of-Use Asset, Periodic Reduction	851	788
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	20	(450)
Amortization of Debt Issuance Costs	1,487	876
Accounts Receivable, Credit Loss Expense (Reversal)	(1,272)	369
Gain (Loss) on Termination of Lease	(37)	52
Gain (Loss) on Disposition of Property Plant Equipment	(816)	(48)
Increase (Decrease) in Operating Capital [Abstract]
Increase (Decrease) in Accounts Receivable	17,748	8,360
Increase (Decrease) in Prepaid Expense and Other Assets	(9,922)	(7,135)
Increase (Decrease) in Other Noncurrent Assets	191	(2,283)
Increase (Decrease) in Accounts Payable	(646)	250
Increase (Decrease) in Accrued Liabilities	(25,371)	(16,512)
Increase (Decrease) in Other Noncurrent Liabilities	(1,654)	(1,753)
Increase (Decrease) in Deferred Income Taxes	4,533	(494)
Increase (Decrease) in Tax Receivable Agreement Liability	323	16
Increase (Decrease) in Contract with Customer, Liability	(102,856)	(73,687)
Net Cash Provided by (Used in) Operating Activities, Total	(89,685)	(60,027)
Net Cash Provided by (Used in) Investing Activities [Abstract]
Payments to Acquire Property, Plant, and Equipment	(3,887)	(356)
Payments to Develop Software	(8,956)	(9,676)
Payments to Acquire Businesses, Net of Cash Acquired	(36,062)	0
Payment for Contingent Consideration Liability, Investing Activities	(5,800)
Net Cash Provided by (Used in) Investing Activities, Total	(54,705)	(10,032)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Payment, Tax Withholding, Share-based Payment Arrangement	(65)	(1,284)
Proceeds from Long-term Lines of Credit	140,000	0
Payment for Contingent Consideration Liability, Financing Activities	(245)
Net Cash Provided by (Used in) Financing Activities, Total	122,595	(3,222)
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	166	73
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total	(21,629)	(73,208)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Beginning Balance	39,554	137,981
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Ending Balance		64,773
Supplemental Cash Flow Information [Abstract]
Interest Paid, Excluding Capitalized Interest, Operating Activities	19,129	13,695
Income Taxes Paid, Net	890	390
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Capital Expenditures Incurred but Not yet Paid	507	317
Interest Costs Capitalized	374	296
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Cash and cash equivalents		64,273
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total		64,773
Revolving Credit
Net Cash Provided by (Used in) Financing Activities [Abstract]
Repayments of lines of credit	(15,000)	0
First Lien Debt
Net Cash Provided by (Used in) Financing Activities [Abstract]
Repayments of lines of credit	$ (2,095)	$ (1,938)

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BUSINESS

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BUSINESS

BUSINESS

Background and Nature of Operations

PowerSchool Holdings, Inc. (the “Company,” “PowerSchool,” “we,” “us,” or “our”) was formed as a Delaware corporation on November 30, 2020 for the purpose of completing an initial public offering (“IPO”) and a series of transactions in order to carry on the business of PowerSchool Holdings LLC (“Holdings LLC”), formerly known as Severin Holdings, LLC. Our Principal Stockholders are Onex Partners Managers LP (“Onex”) and Vista Equity Partners (“Vista”).

The transactions included amendments to the Company’s operating agreement to modify its capital structure by replacing the membership interests then held by its existing owners with a new class of membership interests (“LLC Units”) held initially by Severin Topco LLC (“Topco LLC”), a portion of which have a participation threshold (the “Participation Units”) and appointing the Company as the sole managing member of Holdings LLC; issuance of unrestricted and restricted Class A common stock in exchange for vested and unvested pre-IPO share-based awards, issuance of 39,928,472 shares of Class B common stock, par value $0.0001 per share to Topco LLC, on a one-to-one basis with the number of LLC Units (other than Participation Units), restructuring of certain entities (“Blocker Entities”) associated with the Principal Stockholders, and execution of an exchange agreement (the “Exchange Agreement”) with Topco LLC. Pursuant to the Exchange Agreement, Topco LLC is entitled to exchange LLC Units (other than Participation Units), together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis or, at its election, for cash from a substantially concurrent public offering or private sale. Participation Units may be exchanged for a number of shares of Class A common stock based on an exchange formula that takes into account the current value of a share of Class A common stock and a pre-determined participation threshold. Additionally, the Company entered into a tax receivable agreement (the “TRA”) with Topco LLC, and the Principal Stockholders that provides for the payment by the Company to Topco LLC and the Principal Stockholders, collectively, of 85% of the amount of cash savings, if any, in U.S. federal, state and local income taxes. Collectively, these transactions are referred to as “Organizational Transactions”.

The Company’s cloud platform is an integrated, enterprise-scale suite of solutions purpose-built for the K-12 education market. The Company’s platform is embedded in school workflows and is used by educators, students, administrators, and parents. Its cloud-based technology platform helps schools and districts efficiently manage state reporting and related compliance, special education, finance, human resources, talent, registration, attendance, funding, learning, instruction, grading, assessments, communications, and analytics in one unified platform. The Company’s integrated technology approach streamlines operations, aggregates disparate data sets, and develops insights using predictive modelling and machine learning.

The Company is headquartered in Folsom, California, and together with its subsidiaries has locations in the United States (“U.S.”), Canada, India, and the United Arab Emirates.

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PROPERTY AND EQUIPMENT—NET

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT—NET

PROPERTY AND EQUIPMENT—NET

Property and equipment by category are as follows (in thousands):

	March 31, 2024		December 31, 2023
Computer and software	15,524		16,073
Furniture and fixtures	1,568		1,641
Leasehold improvements	5,514		2,387
Property and equipment	22,606		20,101
Less accumulated depreciation	(14,425)		(15,098)
Property and equipment—net	$	8,181	$	5,003

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CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET

3 Months Ended

Mar. 31, 2024

Research and Development [Abstract]

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET

Capitalized product development costs and related accumulated amortization consist of the following (in thousands):

	March 31, 2024		December 31, 2023
Gross capitalized product development costs	$	204,070	$	194,341
Less accumulated amortization	(91,260)		(82,252)
Capitalized product development costs—net	$	112,810	$	112,089

OTHER INTANGIBLE ASSETS—NET

Intangible assets are amortized using the straight-line method based on the expected useful lives of the assets. The carrying values of acquired amortizing intangible assets are as follows (in thousands):

	March 31, 2024		Weighted- Average Useful Life	December 31, 2023		Weighted- Average Useful Life
Intangible Assets—Gross
Developed technology	$	327,273	8 years	$	321,957	8 years
Customer relationships	793,882		14 years	791,253		14 years
Trademarks	62,387		9 years	61,595		9 years
Other	259		3 years	259		3 years
	$	1,183,801		$	1,175,064
Accumulated Amortization
Developed technology	$	(179,640)		$	(169,777)
Customer relationships	(281,406)			(266,473)
Trademarks	(29,694)			(28,092)
Other	(108)			(87)
	$	(490,848)		$	(464,429)
Intangible Assets—Net
Developed technology	$	147,633		$	152,180
Customer relationships	512,476			524,780
Trademarks	32,693			33,503
Other	151			172
	$	692,953		$	710,635

Amortization of developed technology is recorded in cost of revenue, while the amortization of trademarks, customer relationships and other intangibles is included in operating expense on the Company’s consolidated statements of operations and comprehensive loss.

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OTHER INTANGIBLE ASSETS—NET

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

OTHER INTANGIBLE ASSETS—NET

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET

Capitalized product development costs and related accumulated amortization consist of the following (in thousands):

	March 31, 2024		December 31, 2023
Gross capitalized product development costs	$	204,070	$	194,341
Less accumulated amortization	(91,260)		(82,252)
Capitalized product development costs—net	$	112,810	$	112,089

OTHER INTANGIBLE ASSETS—NET

Intangible assets are amortized using the straight-line method based on the expected useful lives of the assets. The carrying values of acquired amortizing intangible assets are as follows (in thousands):

	March 31, 2024		Weighted- Average Useful Life	December 31, 2023		Weighted- Average Useful Life
Intangible Assets—Gross
Developed technology	$	327,273	8 years	$	321,957	8 years
Customer relationships	793,882		14 years	791,253		14 years
Trademarks	62,387		9 years	61,595		9 years
Other	259		3 years	259		3 years
	$	1,183,801		$	1,175,064
Accumulated Amortization
Developed technology	$	(179,640)		$	(169,777)
Customer relationships	(281,406)			(266,473)
Trademarks	(29,694)			(28,092)
Other	(108)			(87)
	$	(490,848)		$	(464,429)
Intangible Assets—Net
Developed technology	$	147,633		$	152,180
Customer relationships	512,476			524,780
Trademarks	32,693			33,503
Other	151			172
	$	692,953		$	710,635

Amortization of developed technology is recorded in cost of revenue, while the amortization of trademarks, customer relationships and other intangibles is included in operating expense on the Company’s consolidated statements of operations and comprehensive loss.

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ACCRUED EXPENSES

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

ACCRUED EXPENSES

ACCRUED EXPENSES

The following table presents the detail of accrued expenses (in thousands):

	March 31, 2024		December 31, 2023
Accrued compensation	$	23,575	$	43,075
Accrued interest	13,197		12,654
Accrued taxes	1,896		1,530
TRA liability, current	43,030		21,957
Other accrued expenses	29,160		37,055
Total accrued expenses	$	110,858	$	116,271

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LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT

First Lien Credit Agreement (“First Lien”)

In August 2018, the Company entered into a loan agreement with a consortium of lenders which provided $775.0 million of term loans. The First Lien also provided a Revolving Credit Agreement, discussed in more detail below.

On July 31, 2023, the Company entered into an incremental facility to the First Lien to borrow an additional $100.0 million aggregate principal amount of incremental term loans, increasing the principal balance outstanding under the First Lien to $840.1 million as of the date of the amendment. Debt issuance costs of $0.8 million were recorded as a reduction to the carrying value of the related debt.

On October 12, 2023, the Company amended the First Lien to extend the maturity date on the agreement from July 31, 2025 to August 1, 2027. Debt issuance costs of $13.1 million were recorded as a reduction to the carrying value of the related debt. The amended First Lien is repayable in quarterly payments of $2.1 million through August 1, 2027, with all remaining outstanding principal due on August 1, 2027.

As of March 31, 2024, the interest rate for the First Lien is the rate per annum equal to the Secured Overnight Financing Rate (“SOFR”), plus the applicable margin. The applicable margin is initially 3.25% per annum with a 0.25% step down based on the First Lien Net Leverage Ratio. The interest rate for the First Lien as of March 31, 2024 and December 31, 2023 was 8.31% and 8.38%, respectively.

The First Lien is collateralized on a first lien basis by certain assets and property of the Company and includes covenants that among other things limit our ability to incur additional debt or issue dividends. As of March 31, 2024, we were in compliance with all covenants associated with the First Lien.

Revolving Credit Agreement

The First Lien provides for a Revolving Credit Agreement allowing the Company to borrow funds from time to time. In July 2021, the Revolving Credit Agreement was amended and permitted the Company to borrow up to $289.0 million. On October 12, 2023, the Revolving Credit Agreement was further amended to permit the Company to borrow up to $400.0 million and extended the maturity date from May 2, 2025 to May 2, 2027. In connection with the increase of the borrowing capacity and the extension of the maturity date, the Company paid fees of $2.0 million, which was recorded as capitalized debt issuance cost and presented within other assets on the consolidated balance sheet.

The interest rate is equal to SOFR, plus the applicable margin. The applicable margin is initially 3.25% per annum with up to a 0.50% step down based on the First Lien Net Leverage Ratio. We are also required to pay a commitment fee on the unused portion of the Revolving Credit Agreement of 0.50% per annum with up to a 0.25% step down based on the First Lien Net Leverage Ratio, payable quarterly in arrears.

During the three months ended March 31, 2024, the Company borrowed $140.0 million on the Revolving Credit Agreement. As of March 31, 2024, the outstanding balance on the revolving credit facility was $125.0 million and there was no outstanding balance on the facility as of December 31, 2023.

The Revolving Credit Agreement requires the Company to maintain a First Lien Net Leverage Ratio (as defined therein) of not more than 7.75 to 1.00 if the Company has an outstanding balance on the Revolving Credit Agreement of greater than 35% of the borrowing capacity (excluding certain letters of credit) at a quarter end. As of March 31, 2024 and 2023, the Company’s outstanding balances under the Revolving Credit Agreement were less than 35% of the borrowing capacity.

The following table presents the outstanding long-term debt (in thousands):

	March 31, 2024		December 31, 2023
Total outstanding principal—First Lien	$	835,831	$	837,926
Less current portion of long-term debt	(8,379)		(8,379)
Less unamortized debt discount	(4,496)		(4,832)
Less unamortized debt issuance costs	(12,459)		(13,390)
Total long-term debt—net	$	810,497	$	811,325

Maturities on long-term debt outstanding as of March 31, 2024 are as follows (in thousands):

Year Ending December 31,
2024 (remaining nine months)	$	6,284
2025	8,379
2026	8,379
2027	812,789
Total	$	835,831

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STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST

STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST

Stockholders’ Equity

The Company amended and restated its certificate of incorporation effective July 27, 2021 to authorize (i) 50,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 500,000,000 shares of Class A common stock, par value $0.0001 per share, and (iii) 300,000,000 shares of Class B common stock, par value $0.0001 per share. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law. Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters presented to our stockholders generally.

As of March 31, 2024, the holders of our issued Class A common stock collectively represented approximately 81.5% of the economic interest and voting power in the Company and Class B common stock collectively represented approximately 18.5% of the voting power in the Company. As of December 31, 2023, the Class B common stock collectively held approximately 18.6% of the voting power in the Company.

Non-controlling interest

The weighted average non-controlling interest percentage used to calculate the net loss and other comprehensive loss attributable to the non-controlling interest holders in the three months ended March 31, 2024 and 2023 was 18.6% and 19.6%, respectively.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

In April 2024, the Company borrowed an additional $30.0 million on its Revolving Credit Agreement. As of May 7, 2024, the outstanding balance on the Revolving Credit Agreement was $155.0 million.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income (loss)	$ (19,558)	$ (11,853)

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Insider Trading Arrangements	Mar. 12, 2024	Feb. 29, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	true	true

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PROPERTY AND EQUIPMENT—NET (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment by Category

Property and equipment by category are as follows (in thousands):

	March 31, 2024		December 31, 2023
Computer and software	15,524		16,073
Furniture and fixtures	1,568		1,641
Leasehold improvements	5,514		2,387
Property and equipment	22,606		20,101
Less accumulated depreciation	(14,425)		(15,098)
Property and equipment—net	$	8,181	$	5,003

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CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Tables)

3 Months Ended

Mar. 31, 2024

Research and Development [Abstract]

Schedule of Capitalized Product Development Costs

Capitalized product development costs and related accumulated amortization consist of the following (in thousands):

	March 31, 2024		December 31, 2023
Gross capitalized product development costs	$	204,070	$	194,341
Less accumulated amortization	(91,260)		(82,252)
Capitalized product development costs—net	$	112,810	$	112,089

The carrying values of acquired amortizing intangible assets are as follows (in thousands):

	March 31, 2024		Weighted- Average Useful Life	December 31, 2023		Weighted- Average Useful Life
Intangible Assets—Gross
Developed technology	$	327,273	8 years	$	321,957	8 years
Customer relationships	793,882		14 years	791,253		14 years
Trademarks	62,387		9 years	61,595		9 years
Other	259		3 years	259		3 years
	$	1,183,801		$	1,175,064
Accumulated Amortization
Developed technology	$	(179,640)		$	(169,777)
Customer relationships	(281,406)			(266,473)
Trademarks	(29,694)			(28,092)
Other	(108)			(87)
	$	(490,848)		$	(464,429)
Intangible Assets—Net
Developed technology	$	147,633		$	152,180
Customer relationships	512,476			524,780
Trademarks	32,693			33,503
Other	151			172
	$	692,953		$	710,635

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GOODWILL (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the carrying amounts of goodwill were as follows (in thousands):

Balance—December 31, 2023	$	2,740,725
Additions due to acquisition	31,035
Other adjustments1	(789)
Balance—March 31, 2024	$	2,770,971

_____________

1    Includes adjustments of acquisition-date fair value within the one-year measurement period and effects of foreign currency translation.

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OTHER INTANGIBLE ASSETS—NET (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Carrying Values of Acquired Intangible Assets

Capitalized product development costs and related accumulated amortization consist of the following (in thousands):

	March 31, 2024		December 31, 2023
Gross capitalized product development costs	$	204,070	$	194,341
Less accumulated amortization	(91,260)		(82,252)
Capitalized product development costs—net	$	112,810	$	112,089

The carrying values of acquired amortizing intangible assets are as follows (in thousands):

	March 31, 2024		Weighted- Average Useful Life	December 31, 2023		Weighted- Average Useful Life
Intangible Assets—Gross
Developed technology	$	327,273	8 years	$	321,957	8 years
Customer relationships	793,882		14 years	791,253		14 years
Trademarks	62,387		9 years	61,595		9 years
Other	259		3 years	259		3 years
	$	1,183,801		$	1,175,064
Accumulated Amortization
Developed technology	$	(179,640)		$	(169,777)
Customer relationships	(281,406)			(266,473)
Trademarks	(29,694)			(28,092)
Other	(108)			(87)
	$	(490,848)		$	(464,429)
Intangible Assets—Net
Developed technology	$	147,633		$	152,180
Customer relationships	512,476			524,780
Trademarks	32,693			33,503
Other	151			172
	$	692,953		$	710,635

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ACCRUED EXPENSES (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

The following table presents the detail of accrued expenses (in thousands):

	March 31, 2024		December 31, 2023
Accrued compensation	$	23,575	$	43,075
Accrued interest	13,197		12,654
Accrued taxes	1,896		1,530
TRA liability, current	43,030		21,957
Other accrued expenses	29,160		37,055
Total accrued expenses	$	110,858	$	116,271

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LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Outstanding Long-Term Debt

The following table presents the outstanding long-term debt (in thousands):

	March 31, 2024		December 31, 2023
Total outstanding principal—First Lien	$	835,831	$	837,926
Less current portion of long-term debt	(8,379)		(8,379)
Less unamortized debt discount	(4,496)		(4,832)
Less unamortized debt issuance costs	(12,459)		(13,390)
Total long-term debt—net	$	810,497	$	811,325

Schedule of Maturities of Long-Term Debt

Maturities on long-term debt outstanding as of March 31, 2024 are as follows (in thousands):

Year Ending December 31,
2024 (remaining nine months)	$	6,284
2025	8,379
2026	8,379
2027	812,789
Total	$	835,831

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BUSINESS (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Jan. 31, 2024	Jul. 30, 2021
Class A common stock
Class of Stock [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)		164,796,626
Percentage of voting power	81.50%
Class A common stock | IPO
Class of Stock [Line Items]
Common stock, par value (in dollars per share)					$ 0.0001
Class B common stock
Class of Stock [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)		37,654,059		37,654,059
Percentage of voting power	18.50%	18.60%

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Increase in operating lease, right-of-use assets	$ 15,900		$ 15,998
Increase in operating lease liabilities		$ 17,298
Decrease in equity	$ (1,291,618)
Payments to affiliates, as a percentage of total tax benefits		85.00%

XML

BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands				3 Months Ended
	Jan. 22, 2024	Oct. 02, 2023	Aug. 09, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Acquisition costs				$ 753	$ 0
Goodwill				$ 2,770,971		$ 2,770,971	$ 2,740,725
Customer relationships
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		$ 43,600
Trademarks
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		8,100
Technology-Based Intangible Assets
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		26,500
Hobsons, Inc.
Business Acquisition [Line Items]
Consideration transferred			$ 10,000
Acquisition costs			700
Goodwill			5,700
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net			(2,400)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles			6,600
Hobsons, Inc. | Customer relationships
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles			4,900
Hobsons, Inc. | Trademarks
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles			10
Hobsons, Inc. | Technology-Based Intangible Assets
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles			$ 1,800
SchoolMessenger
Business Acquisition [Line Items]
Consideration transferred		300,266
Business Combination, Consideration Transferred, Liabilities Incurred		10,000
Acquisition costs		2,300
Goodwill		247,815
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net		52,451
Payments to Acquire Businesses, Gross		$ 290,300
Allovue
Business Acquisition [Line Items]
Consideration transferred	$ 38,200
Business Combination, Consideration Transferred, Liabilities Incurred	1,200
Acquisition costs	1,300
Goodwill	31,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	1,900
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	9,000
Payments to Acquire Businesses, Gross	37,000
Allovue | Customer relationships
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	2,800
Allovue | Trademarks
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	800
Allovue | Technology-Based Intangible Assets
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 5,400

XML

BUSINESS COMBINATIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Oct. 02, 2023	Aug. 09, 2023	Dec. 31, 2024	Mar. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill			$ 2,770,971	$ 2,770,971	$ 2,740,725
Trademarks
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 8,100
Customer relationships
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	43,600
Technology-Based Intangible Assets
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	26,500
Hobsons, Inc.
Business Acquisition [Line Items]
Consideration transferred		$ 10,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net		(2,400)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		6,600
Goodwill		5,700
Hobsons, Inc. | Trademarks
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		10
Hobsons, Inc. | Customer relationships
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		4,900
Hobsons, Inc. | Technology-Based Intangible Assets
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		$ 1,800
SchoolMessenger
Business Acquisition [Line Items]
Consideration transferred	300,266
Payments to Acquire Businesses, Gross	290,300
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables	14,027
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets	(1,128)
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation	(409)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities	(539)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue	(30,240)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	52,451
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	63
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets	409
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable	2,326
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities	(2,169)
Goodwill	247,815
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	93,827
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities	$ (5,693)

XML

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 184,967	$ 159,454
United States
Disaggregation of Revenue [Line Items]
Total revenue	170,172	148,807
Canada
Disaggregation of Revenue [Line Items]
Total revenue	11,004	8,178
Other
Disaggregation of Revenue [Line Items]
Total revenue	3,791	2,469
SaaS
Disaggregation of Revenue [Line Items]
Total revenue	138,316	113,964
Professional services
Disaggregation of Revenue [Line Items]
Total revenue	16,686	16,233
Software maintenance
Disaggregation of Revenue [Line Items]
Total revenue	28,611	27,109
License and other
Disaggregation of Revenue [Line Items]
Total revenue	$ 1,354	$ 2,148

XML

REVENUE - Changes in Deferred Revenues (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2020
Contract with Customer, Liability [Roll Forward]
Balance at beginning of period	$ 379,783
Decrease from revenue recognized	(150,512)	$ (311,189)
Increase from acquisitions	5,148	20,526
Increase from current year net deferred revenue additions	49,238	$ 354,607
Balance at end of period	$ 283,657

XML

REVENUE - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01	Dec. 31, 2024
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Percentage of remaining performance obligations expected to be recognized	97.00%
Performance obligations expected to be recognized, expected timing	12 months

XML

REVENUE - Contract Cost Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Contract costs, current			$ 7,900	$ 7,695
Contract costs, noncurrent			27,933	28,473
Total contract costs			$ 35,833	$ 36,168
Amortization expense for contract costs	$ 1,900	$ 1,500

XML

ACCOUNTS RECEIVABLE - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Receivables [Abstract]
Less allowance	$ (6,543)	$ (7,930)
Accounts receivable—net	$ 61,121	$ 76,618

XML

ACCOUNTS RECEIVABLE - Schedule of Allowance for Credit Loss (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for doubtful accounts, beginning balance	$ 7,930
Allowance for doubtful accounts, ending balance	$ 6,543

XML

PROPERTY AND EQUIPMENT—NET (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment			$ 22,606	$ 20,101
Less accumulated depreciation			(14,425)	(15,098)
Property and equipment—net			8,181	5,003
Depreciation	$ 900	$ 900
Computer and software
Property, Plant and Equipment [Line Items]
Property and equipment			15,524	16,073
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment			1,568	1,641
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment			$ 5,514	$ 2,387

XML

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Gross capitalized product development costs			$ 204,070	$ 194,341
Less accumulated amortization			(91,260)	(82,252)
Capitalized product development costs—net			112,810	112,089
Capitalized Computer Software, Amortization Expense, Maturity Schedule [Abstract]
45382			78,730
2025			104,854
2026			92,412
2027			76,049
2028			73,664
2029			267,244
Thereafter			$ 692,953	$ 710,635
Capitalized Product Development Projects
Capitalized Computer Software, Amortization Expense, Maturity Schedule [Abstract]
Capitalized Computer Software, Amortization	$ 9,100	$ 7,200

XML

GOODWILL (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 2,740,725
Additions due to acquisitions	31,035
Other adjustments	(789)
Ending balance	$ 2,770,971

XML

OTHER INTANGIBLE ASSETS—NET - Carrying Values of Acquired Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 1,183,801		$ 1,175,064
Accumulated Amortization	(490,848)		(464,429)
Thereafter	692,953		710,635
Developed technology
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	327,273		321,957
Accumulated Amortization	(179,640)		(169,777)
Thereafter	$ 147,633		$ 152,180
Weighted- Average Useful Life	8 years		8 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 793,882		$ 791,253
Accumulated Amortization	(281,406)		(266,473)
Thereafter	$ 512,476		$ 524,780
Weighted- Average Useful Life	14 years		14 years
Trademarks
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 62,387		$ 61,595
Accumulated Amortization	(29,694)		(28,092)
Thereafter	$ 32,693		$ 33,503
Weighted- Average Useful Life	9 years		9 years
License and other
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 259	$ 259
Accumulated Amortization	(108)
Thereafter	$ 151
Weighted- Average Useful Life	3 years		3 years

XML

OTHER INTANGIBLE ASSETS—NET - Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 26,435	$ 23,679
Cost of revenue
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	9,872	8,574
Selling, general, and administrative
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 16,563	$ 15,105

XML

OTHER INTANGIBLE ASSETS—NET - Estimated Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
45382	$ 78,730
2025	104,854
2026	92,412
2027	76,049
2028	73,664
2029	267,244
Thereafter	$ 692,953	$ 710,635

XML

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued compensation			$ 23,575	$ 43,075
Accrued interest			13,197	12,654
Accrued taxes			1,896	1,530
Other accrued expenses			29,160	37,055
Total accrued expenses			$ 110,858	$ 116,271
Payment for Contingent Consideration Liability, Investing Activities	$ (5,800)
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	20	$ (450)
Tax Receivable Agreement liability, current	$ 43,000

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Leases, Codification Topic 842 (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Aug. 03, 2023
Leases [Abstract]
Operating Lease, Cost	$ 1,166	$ 954
Short-term Lease, Cost	30	17
Variable Lease, Cost	384	374
Lease, Cost	1,580	1,345
Operating Lease, Payments	2,041	1,769
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	786	0
Lessee, Operating Lease, Liability, to be Paid, Year Two	3,559
Lessee, Operating Lease, Liability, to be Paid, Year Three	1,987
Lessee, Operating Lease, Liability, to be Paid, Year Four	1,913
Lessee, Operating Lease, Liability, to be Paid, Year Five	1,904
Lessee, Operating Lease, Liability, to be Paid, after Year Five	9,659
Lessee, Operating Lease, Liability, to be Paid	22,830
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	5,532
Increase in operating lease liabilities	$ 17,298
Operating Lease, Weighted Average Remaining Lease Term	7 years 2 months 12 days
Operating Lease, Weighted Average Discount Rate, Percent	7.10%
Rent expense		$ 1,000
Increase in operating lease, right-of-use assets			$ 15,900	$ 15,998
Lessee, Operating Lease, Liability, to be Paid, Year One	$ 3,808
Rent expense	1,200
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Liability, to be Paid	22,830
Increase in operating lease liabilities	17,298
Increase in operating lease, right-of-use assets			$ 15,900	$ 15,998
Lessee, Operating Lease, Liability, to be Paid, Year One	3,808
Lessee, Operating Lease, Liability, to be Paid, Year Two	3,559
Lessee, Operating Lease, Liability, to be Paid, Year Three	1,987
Lessee, Operating Lease, Liability, to be Paid, Year Four	1,913
Lessee, Operating Lease, Liability, to be Paid, Year Five	$ 1,904
Iris lease
Leases [Abstract]
Lessee, Operating Lease, Liability, to be Paid					$ 18,000
Increase in operating lease liabilities					12,200
Increase in operating lease, right-of-use assets					12,300
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Liability, to be Paid					18,000
Increase in operating lease liabilities					12,200
Increase in operating lease, right-of-use assets					$ 12,300

XML

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Narrative (Details) $ in Thousands				1 Months Ended	3 Months Ended
	Oct. 12, 2023 USD ($)	Jul. 31, 2023 USD ($)	Aug. 01, 2018 USD ($)	May 07, 2024 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Oct. 02, 2023	Jul. 30, 2021 USD ($)
Debt Instrument [Line Items]
Aggregate principal amount						$ 840,100
Debt discounts						4,496	$ 4,832
Debt issuance costs						12,459	13,390
Borrowings from revolving credit facility				$ 30,000
Outstanding balance				$ 155,000		$ 125,000	$ 0
Debt Instrument, Periodic Payment					$ 2,100
Payment of debt issuance costs	$ 13,100	$ 800
Line of Credit Facility, Increase (Decrease), Net		$ 100,000
2021 (remaining three months)					6,284
Secured Debt | First Lien
Debt Instrument [Line Items]
Aggregate principal amount			$ 775,000
Percentage of principal due quarterly	0.25%
Secured Debt | First Lien | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Applicable margin	3.25%
Interest rate						8.31%	8.38%
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 400,000								$ 289,000
Borrowings from revolving credit facility					$ 140,000
Commitment fee percentage					0.50%
First lien net coverage ratio								7.75
Outstanding balance as a percentage of borrowing capacity						35.00%	35.00%	35.00%
Line of Credit | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Applicable margin			3.25%
Step-down percentage			0.50%

XML

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Schedule of Outstanding Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Less current portion of long-term debt	$ (8,379)	$ (8,379)
Less unamortized debt discount	(4,496)	(4,832)
Less unamortized debt issuance costs	(12,459)	(13,390)
Total long-term debt—net	810,497	811,325
Secured Debt | First Lien
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 835,831	$ 837,926

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LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Maturities of Long-Term Debt (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Maturities of Long-term Debt [Abstract]
2025	$ 8,379
2026	8,379
2027	812,789
Total	$ 835,831

XML

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Commitments and Contingencies [Line Items]
Rent expense	$ 1.2
Estimated liability for incurred, but not reported, medical claims	1.8	$ 1.6
Data Center, Cloud Hosting Arrangements and Other Services
Commitments and Contingencies [Line Items]
Remaining aggregate minimum purchase commitment	$ 186.8

XML

COMMITMENTS AND CONTINGENCIES - Future Minimum Lease Payments (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
Lessee, Operating Lease, Liability, to be Paid, Year One	$ 3,808
Lessee, Operating Lease, Liability, to be Paid, Year Two	3,559
Lessee, Operating Lease, Liability, to be Paid, Year Three	1,987
Lessee, Operating Lease, Liability, to be Paid, Year Four	1,913
Lessee, Operating Lease, Liability, to be Paid, Year Five	1,904
Lessee, Operating Lease, Liability, to be Paid, Total	$ 22,830

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STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Jan. 31, 2024	Mar. 31, 2023	Jul. 27, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)						50,000,000
Preferred stock, par value (in dollars per share)						$ 0.0001
PowerSchool Holdings, LLC
Class of Stock [Line Items]
Non-controlling interest percentage	18.60%				19.60%
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)		500,000,000	500,000,000
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)		164,796,626	165,726,673
Common stock, shares outstanding (in shares)		164,796,626
Percentage of voting power	81.50%
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)		300,000,000	300,000,000
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)		37,654,059
Common stock, shares outstanding (in shares)		37,654,059		37,654,059
Percentage of voting power	18.50%	18.60%

XML

SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jul. 30, 2021	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense		$ 14,155		$ 14,549
Future compensation cost related to unvested units					$ 124,600
Future compensation cost recognition period		2 years 3 months 18 days
Share-based Payment Arrangement, Amount Capitalized		$ 700		$ 700
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate			58.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate			3.70%
Aggregate intrinsic value (in USD)			$ 12,600
Management Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)		0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number		474,846				474,846
Vested (in shares)		0
Units canceled (in shares)		0		0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value		$ 26.64				$ 26.64
Units granted (in dollars per share)		0
Weighted-average grant date-fair value, vested (in dollars per share)		$ 0
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)		198,260
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number		6,030,515				7,170,788
Vested (in shares)		(1,048,340)
Units canceled (in shares)		(290,193)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value		$ 20.38				$ 20.22
Units granted (in dollars per share)		24.14
Weighted-average grant date-fair value, vested (in dollars per share)		20.23
Units canceled (in dollars per share)		$ 19.56
Restricted Stock Units | 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)	19,315,000
Vesting percentage	25.00%
market share award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense		$ 1,300
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)		0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number		7,629				16,530
Vested (in shares)		(8,901)
Units canceled (in shares)		0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value		$ 8.17				$ 8.19
Units granted (in dollars per share)		0
Weighted-average grant date-fair value, vested (in dollars per share)		8.20
Units canceled (in dollars per share)		$ 0

XML

SHARE-BASED COMPENSATION - Schedule of MIU Activity (Details) - Management Incentive Units - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Number of Underlying Units
Beginning balance (in shares)	474,846
Units granted (in shares)	0
Units canceled (in shares)	0	0
Ending balance (in shares)	474,846
Number of underlying units, vested (in shares)	0
Weighted-Average Grant-Date Fair Value
Beginning balance (in dollars per share)	$ 26.64
Units granted (in dollars per share)	0
Ending balance (in dollars per share)	26.64
Weighted-average grant date-fair value, vested (in dollars per share)	$ 0

XML

SHARE-BASED COMPENSATION - Schedule of Restricted Stock Unit and Restricted Stock Awards Activity (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Restricted Stock Units
Restricted Stock Units
Beginning balance (in shares) | shares	7,170,788
Granted (in shares) | shares	198,260
Vested (in shares) | shares	(1,048,340)
Canceled (in shares) | shares	(290,193)
Ending balance (in shares) | shares	6,030,515
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 20.22
Granted (in dollars per share) | $ / shares	24.14
Vested (in dollars per share) | $ / shares	20.23
Canceled (in dollars per share) | $ / shares	19.56
Ending balance (in dollars per share) | $ / shares	$ 20.38
Restricted Stock Awards
Restricted Stock Units
Beginning balance (in shares) | shares	16,530
Granted (in shares) | shares	0
Vested (in shares) | shares	(8,901)
Canceled (in shares) | shares	0
Ending balance (in shares) | shares	7,629
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 8.19
Granted (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	8.20
Canceled (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	$ 8.17

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SHARE-BASED COMPENSATION - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 14,155	$ 14,549
Cost of revenue | Subscriptions and support
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	1,463	1,388
Cost of revenue | Service
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	679	811
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	3,480	3,729
Selling, general, and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 8,533	$ 8,621

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EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) - Schedule of Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ (22,848)	$ (14,813)
Less: Net loss attributable to non-controlling interest	$ (3,290)	$ (2,960)
Denominator:
Weighted average shares of Class A common stock outstanding - basic (in shares)	165,037,089	160,506,571
Weighted average shares of Class A common stock outstanding - diluted (in shares)	202,691,148	160,506,571
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share)	$ (0.12)	$ (0.07)
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share)	$ (0.12)	$ (0.07)
Net Income (Loss) Available to Common Stockholders, Basic	$ (19,558)	$ (11,853)
Net Income (Loss) Available to Common Stockholders, Diluted	(24,131)	(11,853)
Net income (loss)	(19,558)	(11,853)
Net Income (Loss) Attributable to Parent, Diluted	$ (24,131)	$ (11,853)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	6,512,990	47,665,644
LLC units
Denominator:
Unvested RSAs and RSUs (in shares)	37,654,059
Participating Securities, Distributed and Undistributed Earnings (Loss), Diluted	$ (4,573)
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Unvested RSAs and RSUs (in shares)	37,654,059
Participating Securities, Distributed and Undistributed Earnings (Loss), Diluted	$ (4,573)
Unvested RSAs and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	6,038,144	9,536,739
LLC units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	0	37,654,059
Member Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	474,846	474,846

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EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) - Schedule of Antidilutive Shares (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	6,512,990	47,665,644
Unvested RSAs and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	6,038,144	9,536,739
LLC units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	0	37,654,059

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INCOME TAXES - Income (Loss) before Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Loss before income taxes	$ (17,976)	$ (14,858)

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INCOME TAXES - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Deferred:
Total provision for income taxes	$ 4,872	$ (45)

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INCOME TAXES - Effective Income Tax Rate Reconciliation (Details)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	(27.10%)	0.30%

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INCOME TAXES - Narrative (Details) $ in Millions	Mar. 31, 2024 USD ($)
Income Tax Disclosure [Abstract]
Payments to affiliates, as a percentage of total tax benefits	85.00%
Income Tax Examination, Non-Current Liability	$ 375.6
Unrecognized tax benefits that would impact effective tax rate	$ 10.7

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RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Consulting and Implementation Services | Onex Partners Manager LP
Related Party Transaction [Line Items]
Amount of transactions with related parties		$ 0.1
Consulting and Implementation Services | Affiliated Entity with Common Ownership
Related Party Transaction [Line Items]
Purchases from related parties	$ 1.3	4.8
Amount of transactions with related parties		(0.2)
Reseller Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Amount of transactions with related parties	40.4
Costs and Expenses, Related Party	$ 4.0	2.3
Secondary offering | Affiliated Entity
Related Party Transaction [Line Items]
Costs and Expenses, Related Party		$ 1.4

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EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Retirement Benefits [Abstract]
Employer matching contributions	$ 2.7	$ 2.6

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SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands			1 Months Ended
	Jan. 22, 2024	Oct. 02, 2023	May 07, 2024
Subsequent Event [Line Items]
Borrowings from revolving credit facility			$ 30,000
Allovue
Subsequent Event [Line Items]
Consideration transferred	$ 38,200
SchoolMessenger
Subsequent Event [Line Items]
Consideration transferred		$ 300,266

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Label	Element	Value
Restricted Cash and Cash Equivalents	us-gaap_RestrictedCashAndCashEquivalents	$ 500,000
Restricted Cash and Cash Equivalents	us-gaap_RestrictedCashAndCashEquivalents	500,000
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	17,925,000
Contract with Customer, Liability	us-gaap_ContractWithCustomerLiability	$ 315,839,000