PowerSchool (PWSC) 10-K 24 Mar 22 2021 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 21, 2022	Jun. 30, 2021
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
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, State or Province	CA
Entity Address, Postal Zip Code	95630
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Smaller Reporting Company	false
Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		198,403,021
Documents Incorporated by Reference	The information called for by Part III of this Form 10-K is hereby incorporated by reference from the definitive Proxy Statement for our annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2021.
Entity Central Index Key	0001835681
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2021
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	DELOITTE & TOUCHE LLP
Auditor Location	Sacramento, California

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current Assets:
Cash and cash equivalents	$ 86,479	$ 52,734
Accounts receivable—net of allowance of $4,964 and $7,869 respectively	48,403	47,977
Prepaid expenses and other current assets	38,423	22,799
Total current assets	173,305	123,510
Property and equipment - net	15,676	17,069
Capitalized product development costs - net	80,611	58,894
Goodwill	2,454,692	2,213,367
Intangible assets - net	804,909	763,459
Other assets	27,489	24,401
Total assets	3,556,682	3,200,700
Current Liabilities:
Accounts payable	12,449	11,145
Accrued expenses	71,167	53,698
Deferred revenue, current	294,276	229,622
Revolving credit facility	0	40,000
Current portion of long-term debt	7,750	8,450
Total current liabilities	385,642	342,915
Noncurrent Liabilities:
Other liabilities	7,423	7,535
Deferred taxes	295,959	6,483
Tax Receivable Agreement liability	404,394	0
Deferred revenue—net of current	6,881	5,568
Long-term debt, net	733,425	1,160,326
Total liabilities	1,833,724	1,522,827
Commitments and contingencies (Note 12)
Stockholders'/Members’ Equity:
Members’ investment		1,855,730
Additional paid-in capital	1,399,967	0
Accumulated other comprehensive (loss) income	(216)	441
Accumulated deficit	(165,026)	(178,298)
Total stockholders'/members’ equity attributable to PowerSchool Holdings, Inc.	1,234,745
Non-controlling interest	488,213
Total stockholders'/members’ equity	1,722,958
Total stockholders'/members’ equity attributable to PowerSchool Holdings, Inc.		1,677,873
Non-controlling interest		0
Total stockholders'/members’ equity		1,677,873
Total liabilities and stockholders'/members' equity	3,556,682	$ 3,200,700
Class A common stock
Stockholders'/Members’ Equity:
Common stock	16
Class B common stock
Stockholders'/Members’ Equity:
Common stock	$ 4

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Jul. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts receivable, allowance for credit losses	$ 4,964		$ 7,869	$ 6,901
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)	158,034,497	158,473,360	0
Common stock, shares outstanding (in shares)	158,034,497	158,473,360	0
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)	39,928,472	39,928,472	0
Common stock, shares outstanding (in shares)	39,928,472	39,928,472	0

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue:
Total revenue	$ 558,598	$ 434,888	$ 364,991
Cost of revenue:
Depreciation and amortization	50,708	41,000	31,821
Total cost of revenue	240,858	191,802	169,986
Gross profit	317,740	243,086	195,005
Operating expenses:
Research and development	92,740	70,673	61,160
Selling, general, and administrative	149,167	92,711	86,916
Acquisition costs	7,299	2,495	2,519
Depreciation and amortization	62,818	54,744	52,319
Total operating expenses	312,024	220,623	202,914
Income (loss) from operations	5,716	22,463	(7,909)
Interest expense—Net	58,935	68,714	85,264
Loss on extinguishment of debt	12,905	0	0
Other income (expenses)—Net	(644)	358	208
Loss before income taxes	(65,480)	(46,609)	(93,381)
Income tax expense (benefit)	(22,415)	39	(2,652)
Net loss	(43,065)	(46,648)	(90,729)
Less: Net loss attributable to non-controlling interest	(9,296)	0	0
Net loss attributable to PowerSchool Holdings, Inc.	$ (33,769)	$ (46,648)	$ (90,729)
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share)	$ (0.21)	$ 0	$ 0
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share)	$ (0.21)	$ 0	$ 0
Weighted average shares of Class A common stock outstanding - basic (in shares)	157,576,056	0	0
Weighted average shares of Class A common stock outstanding - diluted (in shares)	157,576,056	0	0
Other comprehensive income (loss)—Foreign currency translation	$ (554)	$ 353	$ (22)
Total other comprehensive income (loss)	(554)	353	(22)
Less: comprehensive loss attributable to non-controlling interest	(55)	0	0
Comprehensive loss attributable to PowerSchool Holdings, Inc.	(34,268)	(46,295)	(90,751)
Subscriptions and support
Revenue:
Total revenue	477,296	370,853	308,161
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	135,963	108,158	98,467
Service
Revenue:
Total revenue	61,976	49,471	45,559
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	51,803	41,324	38,647
License and other
Revenue:
Total revenue	19,326	14,564	11,271
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	$ 2,384	$ 1,320	$ 1,051

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’/ MEMBERS’ EQUITY - USD ($) $ in Thousands	Total	Cumulative effect adjustment upon adoption of ASC 606	Class A common stock	Class B common stock	Members investment	Common stockClass A common stock	Common stockClass B common stock	Additional paid-in capital	Accumulated other comprehensive (loss) income	Accumulated deficit	Accumulated deficitCumulative effect adjustment upon adoption of ASC 606	Non-controlling interest
Member's investment, beginning balance at Dec. 31, 2018	$ 1,704,244	$ 7,264			$ 1,752,319				$ 110	$ (48,185)	$ 7,264
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of management incentive units	(92,976)				(92,976)
Management incentive unit and stock-based compensation	5,832				5,832
Foreign currency translation	(22)								(22)
Net loss	(90,729)									(90,729)
Member's investment, ending balance at Dec. 31, 2019	1,719,565				1,851,127				88	(131,650)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of management incentive units	(989)				(989)
Management incentive unit and stock-based compensation	5,592				5,592
Foreign currency translation	353								353
Net loss	(46,648)									(46,648)
Member's investment, ending balance at Dec. 31, 2020	1,677,873				1,855,730				441	(178,298)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of management incentive units	(448)				(448)
Management incentive unit and stock-based compensation	3,204				3,204
Foreign currency translation	(283)								(283)
Net loss	(1,509)									(1,509)
Member's investment, ending balance at Jul. 30, 2021	1,678,837				1,858,486			$ 0	158	(179,807)		$ 0
Stockholder's equity, ending balance (in shares) at Jul. 30, 2021						0	0
Stockholder's equity, ending balance at Jul. 30, 2021	1,678,837					$ 0	$ 0	0	158	(179,807)		0
Member's investment, beginning balance at Dec. 31, 2020	1,677,873				1,855,730				441	(178,298)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(43,065)
Member's investment, ending balance at Dec. 31, 2021					0
Stockholder's equity, ending balance (in shares) at Dec. 31, 2021						158,034,000	39,928,000
Stockholder's equity, ending balance at Dec. 31, 2021	1,722,958					$ 16	$ 4	1,399,967	(216)	(165,026)		488,213
Member's investment, beginning balance at Jul. 30, 2021	1,678,837				1,858,486			0	158	(179,807)		0
Stockholder's equity, beginning balance (in shares) at Jul. 30, 2021						0	0
Stockholder's equity, beginning balance at Jul. 30, 2021	1,678,837					$ 0	$ 0	0	158	(179,807)		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Management incentive unit and stock-based compensation	23,414							23,414
Foreign currency translation	(374)								(374)
Net loss	(41,556)									(32,260)		(9,296)
Issuance of common stock (in shares)						157,918,000	39,928,000
Issuance of common stock			$ 754,391	$ 4		$ 16	$ 4	754,375
Effects of organizational transactions	0				(1,858,486)			1,370,041				488,445
Allocation of equity to non-controlling interests	0							(51,700)		47,041		4,659
Establishment of tax receivable agreement liability			$ (404,394)					(404,394)
Adjustment to deferred taxes	(287,364)							(287,364)
Issuance of common stock upon vesting of Restricted Stock Awards (in shares)						116,000
Allocation of equity to non-controlling interests	0							(4,405)				4,405
Member's investment, ending balance at Dec. 31, 2021					$ 0
Stockholder's equity, ending balance (in shares) at Dec. 31, 2021						158,034,000	39,928,000
Stockholder's equity, ending balance at Dec. 31, 2021	$ 1,722,958					$ 16	$ 4	$ 1,399,967	$ (216)	$ (165,026)		$ 488,213

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (43,065)	$ (46,648)	$ (90,729)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on extinguishment of debt	12,905	0	0
Depreciation of property and equipment	6,485	7,344	7,809
Amortization of intangible assets	91,350	78,663	73,138
Amortization of capitalized product development costs	15,644	9,737	3,193
Loss on disposal/retirement of property and equipment	97	500	98
Provision for allowance for doubtful accounts	1,119	170	449
Equity-based compensation	25,137	5,592	5,832
Amortization of debt issuance costs and discount	9,097	5,500	5,181
Changes in operating assets and liabilities — net of effects of acquisitions:
Accounts receivables	7,299	11,566	24,620
Prepaid expenses and other current assets	(1,099)	(2,387)	(2,803)
Other assets	(1,576)	(6,351)	(7,897)
Accounts payable	2,265	(2,165)	3,523
Accrued expenses	3,381	(996)	15,914
Other liabilities	(271)	(273)	(460)
Deferred taxes	(24,864)	(1,925)	(5,314)
Deferred revenue	39,199	31,127	21,767
Net cash provided by operating activities	143,103	89,454	54,321
Cash flows from investing activities:
Purchases of property and equipment	(3,988)	(2,771)	(4,469)
Proceeds from sale of property and equipment	0	69	4,515
Investment in capitalized product development costs	(35,920)	(28,822)	(30,473)
Acquisitions—net of cash acquired	(333,593)	(75,753)	(170,407)
Net cash used in investing activities	(373,501)	(107,277)	(200,834)
Cash flows from financing activities:
Proceeds from Incremental Facility, net of issuance costs	0	0	68,058
Proceeds from Revolving Credit Agreement	55,000	101,000	50,000
Proceeds from loans	315,200	0	0
Payments for repurchase of management incentive units	(448)	(989)	0
Proceeds from members’ investment	0	0	92,976
Payments of deferred offering costs	(11,753)	0	0
Payment of debt issuance costs	(2,823)	0	0
Repayment of capital leases	(27)	(34)	(69)
Proceeds from Initial Public Offering	766,075	0	0
Net cash provided by financing activities	264,699	30,702	153,215
Effect of foreign exchange rate changes on cash	(556)	876	854
Net increase in cash, cash equivalents, and restricted cash	33,745	13,755	7,556
Cash, cash equivalents, and restricted cash—Beginning of period	53,246	39,491	31,935
Cash, cash equivalents, and restricted cash—End of period	86,991	53,246	39,491
Supplemental disclosures of cash flow information:
Cash paid for interest	51,438	72,102	81,754
Cash paid for income taxes	2,452	4,366	1,519
Non-cash investing and financing activities:
Purchase of capital lease	0	245	0
Property and equipment additions in accounts payable and accrued liabilities	765	557	388
Capitalized interest related to investment in capitalized product development costs	403	545	784
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	86,479	52,734	38,991
Restricted cash, included in other current assets	512	512	500
Total cash, cash equivalents, and restricted cash	86,991	53,246	39,491
Bridge Loan
Cash flows from financing activities:
Repayment of loans	(320,000)	0	0
Second Lien
Cash flows from financing activities:
Repayment of loans	(365,000)	0	0
Revolving Credit
Cash flows from financing activities:
Repayments of lines of credit	(95,000)	(61,000)	(50,000)
First Lien Debt
Cash flows from financing activities:
Repayments of lines of credit	(7,750)	(7,750)	(7,750)
Incremental Facility
Cash flows from financing activities:
Repayments of lines of credit	$ (68,775)	$ (525)	$ 0

BUSINESS

BUSINESS	12 Months Ended
	Dec. 31, 2021
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 related organizational transactions in order to carry on the business of PowerSchool Holdings, LLC (“Holdings LLC”), formerly known as Severin Holdings, LLC . 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 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, and India. Initial Public Offering On July 30, 2021, the Company completed the IPO of 39,473,685 shares of Class A common stock, par value $0.0001 per share, at an offering price of $18.00 per share, and received $673.2 million in IPO proceeds, net of $37.3 million in underwriting discounts and commissions. In connection with the consummation of the IPO on July 30, 2021, the Company consummated the following transactions (the “Organizational Transactions”): • Holdings LLC's operating agreement was amended and restated to (i) 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 (ii) appoint the Company as the sole managing member of Holdings LLC. • The Company engaged in a series of transactions that resulted in holders of time-based management incentive units (“MIUs”) in Topco LLC receiving, in the aggregate, (i) 1,208,770 shares of unrestricted Class A common stock and (ii) 657,661 restricted shares of Class A common stock in exchange for vested and unvested time-based MIUs, respectively. The restricted shares are subject to the same time-based vesting schedule as prior to the exchange. The existing performance-based MIUs were exchanged for LLC Units. In connection with the Organizational Transactions, the vesting conditions on these MIUs were modified as described in Note 14. • The Company issued 39,928,472 shares of Class B common stock, par value $0.0001 per share, which provides no economic rights, to Topco LLC, on a one-to-one basis with the number of LLC Units (other than Participation Units) the Company owns, for nominal consideration. • Certain entities (the “Blocker Entities”) through which the funds associated with Onex Partners Manager LP (“Onex”) and Vista Equity Partners, known collectively as the “Principal Stockholders”, held their ownership interests in Topco LLC, engaged in a series of transactions (the “Blocker Contributions”) that resulted in each of the Blocker Entities becoming subsidiaries of the Company. • The Company entered into an exchange agreement (the “Exchange Agreement”) with Topco LLC pursuant to which 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 (based on the price of the Class A common stock in such public offering or private sale). Participation Units may be exchanged for a number of shares of Class A common stock equal to the then current value of a share of Class A common stock less the applicable participation threshold multiplied by the number of Participation Units being exchanged, divided by the then current value of Class A common stock. • The Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) 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. The Company’s corporate structure following the IPO is commonly referred to as an “Up-C” structure, which is commonly used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure, together with the Tax Receivable Agreement, allows the owners of Holdings LLC at the time of the IPO to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass-through” entity, for income tax purposes following the IPO. One of these benefits is that future taxable income of Holdings LLC that is allocated to such owners will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the entity level. Additionally, because the LLC Units that the owners at the time of the IPO will continue to hold are exchangeable for shares of Class A common stock or, at the Company’s option, for cash, the Up-C structure also provides the owners of Holdings LLC at the time of the IPO potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. On August 10, 2021, the underwriters for the IPO exercised the option to purchase an additional 5,447,581 shares of Class A common stock and the Company received an additional $92.9 million in the proceeds upon exercise of this option, net of $5.1 million in underwriting discounts and commissions. As a result of the Organizational Transactions described above, following the IPO and the exercise by the underwriters of their option to purchase additional shares, (i) the investors in the IPO owned 44,921,266 shares of the Class A common stock; and (ii) Topco LLC owns 39,928,472 LLC Units (other than Participation Units), 39,928,472 shares of Class B common stock, and 3,730,246 Participation Units. The Class A and Class B common stock collectively represented approximately 79.8% and 20.2% of the voting power in the Company, respectively.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated balance sheets as of December 31, 2021 and December 31, 2020, the consolidated statements of operations and comprehensive loss, statements of stockholders’/members’ equity, and statements of cash flows for the years ended December 31, 2021, 2020, and 2019 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”). In management’s opinion, the consolidated financial statements include all adjustments necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows for the periods presented. These adjustments consist of normal and recurring items. Principles of Consolidation The accompanying 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 includes, but not limited to: • the fair value of assets acquired and liabilities assumed in business combinations, including acquired intangible assets, goodwill 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 issued; • the useful lives and recoverability of long-lived assets, including capitalized product development costs • the recognition, measurement and valuation of deferred income taxes Actual results could differ from those estimates under different assumptions or conditions including, but not limited to, the continued uncertainty surrounding the rapidly changing market and economic conditions due to the novel Coronavirus Disease 2019 (“COVID-19”) pandemic. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases , which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. The guidance offers specific accounting guidance for a lessee, lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the income statement. The Company adopted this ASU on January 1, 2022 under a modified retrospective approach. The impact of adoption was an increase of right-of-use asset of $15.8 million and lease liability of $17.8 million on the Company’s consolidated balance sheet and an decrease to equity of $1.4 million as of January 1, 2022. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). This update changes the accounting for recognizing impairments of financial assets, such that credit losses for certain types of financial instruments will be estimated based on expected losses. The update also modifies the impairment models for available-for-sale debt securities and for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for the Company beginning on January 1, 2023. Early adoption is permitted after for periods beginning after December 15, 2018. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04) and subsequently ASU No. 2021-01, Reference Rate Reform (Topic 848) in January 2021. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Interbank Offered Rate (“LIBOR”) or other reference rate expected to be discontinued in 2022 or potentially 2023 (pending possible extension). The optional expedients within ASU 2020-04 are effective as of March 12, 2020 through December 31, 2022 and may be applied prospectively. The Company is currently evaluating the impact of adopting the guidance on its consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This update requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, as if it had originated the contracts. The guidance is effective for the Company beginning on January 1, 2023. The Company plans to early adopt the guidance as of January 1, 2022, which will impact future business acquisitions. The adoption does not impact acquired contract assets or contract liabilities from business acquisitions in any of the periods presented. Accounting Pronouncements Recently Adopted On January 1, 2021, we adopted ASU No. 2018-15, Intangibles - Goodwill and Other - Internal- Use Software , ASU No. 2018-13, Fair Value Measurement (Topic 820) and ASU No. 2017-04, Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment . The adoption of these accounting pronouncements did not have a material impact on the Company’s consolidated financial statements. Revenue Recognition The Company generates revenue from the following sources: (i) software-as-a-service (“SaaS”) offerings in cloud and hosted environments; (ii) professional services including implementation, consulting, customization, training and data migration services; (iii) software license; (iv) software maintenance; and (v) reseller arrangements. Revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: 1. Identify the contract(s) with a customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) the Company satisfies a performance obligation The Company identifies enforceable contracts with a customer when the agreement is signed and has determined that contract terms are generally 12 months since customers are generally permitted to terminate after 12 months without incurring a penalty. The Company also evaluates whether any optional periods represent a material right. Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Transaction price includes both fixed and variable consideration. However, the Company only includes variable consideration in the transaction price to the extent that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts, the products sold, customer demographics, geographic locations, and the number and types of users within the Company’s contracts. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales and other indirect taxes). The following describes the nature of the Company’s primary types of revenue and related revenue recognition policies: SaaS Offerings The Company offers SaaS-based solutions to customers that purchase remote access to its software and its functionality. For the Company’s SaaS offerings, the nature of its promise to the customer is to provide continuous access to its application platforms. Accordingly, the Company’s SaaS offerings are generally viewed as stand-ready performance obligations comprised of a series of distinct daily services. The Company typically satisfies its SaaS performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because its efforts are expended evenly throughout the period and customers benefit consistently throughout the contract term. As such, for fixed-fee contracts, revenue is recognized ratably over the contract period and classified as Subscriptions and Support revenue in the consolidated statements of operations and comprehensive loss. Professional Services Professional services revenue is comprised of implementation, consulting, customization, training, and data migration services associated with the Company’s SaaS offerings and licensed software. These services are generally recognized over time, with service durations spanning from several weeks to several months, depending on the scope and complexity of the work. Payment terms for professional services may be based on a fixed fee or charged on a time and materials basis. Professional services are typically considered distinct performance obligations. The Company’s professional services that are billed on a fixed fee basis are typically satisfied as services are rendered, and the Company generally uses efforts expended (labor hours) to measure progress toward completion as this is considered a faithful representation of the transfer of control of the services given the nature of the performance obligation. For professional services that are billed on a time and materials basis, the Company applies the ‘as-invoiced’ practical expedient. Accordingly, revenue is generally recognized based on the amount that the Company has a right to invoice, as this amount corresponds directly with the value to the customer of the Company’s performance completed to date and is classified as Service revenue in the consolidated statements of operations and comprehensive loss. Software License The Company licenses software that is distinct and has significant stand-alone functionality (i.e., functional IP). Revenue attributable to such arrangements is typically recognized at the point in time when the customer is able to use and benefit from the software, which is generally upon delivery to the customer or upon the commencement of the renewal term. Software license revenue is classified as License and Other revenue in the consolidated statements of operations and comprehensive loss. Software Maintenance Software maintenance is comprised of stand-ready services including technical support services and unspecified software updates and upgrades, which are provided on a when-and-if-available basis. Software maintenance is transferred evenly using a time-elapsed output method over the contract term given it is a stand-ready obligation and there is no discernible pattern of performance. Software maintenance revenue is generally based on fixed fees. Payments are typically required annually in advance of the Company’s performance of the relevant services and recognized as revenue ratably over the maintenance term. This revenue is classified as Subscriptions and Support revenue in the consolidated statements of operations and comprehensive loss. Reseller Arrangements The Company has reseller arrangements with several third-party partners. For certain reseller arrangements, the Company does not control the products or services prior to when they are transferred to the customer, Revenue from these arrangements is recorded on a net basis. Reseller revenue is recognized at a point in time when the products or services are resold to the end customer as there are no outstanding performance obligations under these arrangements after the resale. The revenue for these arrangements is classified as License and Other revenue in the consolidated statements of operations and comprehensive loss. Principal vs. Agent From time to time the Company enters into arrangements with third parties to offer their products both as integrated into the Company’s offerings as well as add-ons for specific configurations with separate pricing. The Company considers the terms of our arrangements and the economics of the transactions with the third parties to determine the nature of our promise to the customer and whether or not the Company has control of the products or services prior to the transfer to the customer. Where we determine that the nature of our promise is to provide the underlying good or service, we recognize revenue on a gross basis (as the principal) and where the nature of the promise is primarily to facilitate the sale, we recognize revenue on a net basis (as the agent). Contract Cost Assets Contract and customer acquisition costs, consisting primarily of sales commissions, are incremental and recoverable costs of obtaining a contract. These costs are capitalized using the portfolio approach and are amortized over the expected period of benefit, which is the estimated life of the technology (determined to be approximately 7 years) provided in the underlying contract. The amortization is determined on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. Deferred commissions that will amortize within the next 12-month period are classified as current and included in prepaid expenses and other current assets. The remaining balance is classified as noncurrent and is included in other assets. The Company also applies the practical expedient to expense certain costs as incurred when the amortization period is expected to be one year or less. The practical expedient typically applies to the Company’s professional services offerings. Deferred Revenue The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when it can contractually invoice a customer and payment will become due solely based on the passage of time, a contract asset when revenue is recognized prior to invoicing and payment is contingent upon transfer of control of another separate performance obligation, or deferred revenue (contract liability) when consideration is received from or amounts are billed to customers which precedes its performance to fully satisfy the associated performance obligation(s). Deferred revenue primarily results from the revenue from our SaaS offerings that is billed in advance of when such services are provided by the Company. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as non-current. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that contracts generally do not include a significant financing component. Fair Value Measurements GAAP guidance for fair value measurements clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest-level input that is significant to the fair value measurement. Levels within the hierarchy are defined as follows: Level 1 —Unadjusted quoted prices in active markets for identical assets and liabilities; Level 2 —Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable, either directly or indirectly; and Level 3 —Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company does not have any assets or liabilities that are required to be recorded at fair value on a recurring basis using values determined by Level 2 or Level 3 inputs. The recorded amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other liabilities approximate the fair values principally because of their short-term nature. Short-term and long-term debt are reported at amortized costs in the Company’s consolidated balance sheets. The remaining financial instruments are reported in the Company’s consolidated balance sheets at amounts that approximate current fair values. Concentration of Credit Risk The Company’s cash, cash equivalents, and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are deposited with financial institutions that management believes are creditworthy. As of December 31, 2021 and December 31, 2020, substantially all the Company’s cash has been deposited in low-interest- bearing accounts. The Company maintains cash balances in excess of the Federal Deposit Insurance Corporation limits at certain financial institutions. We have deposits only with financial institutions believed to have high-quality credit. The Company maintains an allowance for doubtful accounts receivable based on various factors, including the Company’s review of credit profiles of its customers, contractual terms and conditions, current economic trends, and historical payment experience. The Company had no customers who accounted for more than 10% of accounts receivable as of December 31, 2021 and December 31, 2020. Since most of these receivables were satisfied in subsequent periods, the Company believes that this does not pose an undue concentration of credit risk on the Company. The Company had no customers accounting for more than 10% of total revenue for all periods presented. 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. Accounts Receivable Accounts receivable primarily includes trade accounts receivable from the Company’s customers. Allowances for doubtful accounts are established based on various factors, including, but not limited to, credit profiles of the Company’s customers, contractual terms and conditions, historical payments, and current economic trends. Accounts receivable are written off or credited on a case-by-case basis, net of any amounts that may be collected. Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of software, equipment, and furniture and fixtures which is generally three Significant improvements that substantially extend the useful lives of assets are capitalized. Expenditures for maintenance and repairs are charged to expense as they are incurred. Intangible Assets Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values using the straight-line method designed to match the amortization to the benefits received. Leases An arrangement is or contains a lease if there are specified assets and the right to control the use of a specified asset is conveyed for a period in exchange for consideration. Upon lease inception, the Company classifies leases as either operating or capital leases. Leases are classified as capital leases when the terms of the lease transfers substantially all of the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. For leases that contain rent escalation or rent concession provisions, the Company records rent expense for the total rent payable during the lease term on a straight-line basis over the term of the lease. The Company records the difference between the rent paid and the straight line rent as a deferred rent liability in accrued expenses and other liabilities in the accompanying balance sheet for the current and non-current portions, respectively. Operating leases are not recognized on the consolidated balance sheet. For capital leases, the Company recognizes capital lease assets and corresponding lease liabilities within the consolidated balance sheet at lease commencement. For income statement purposes, the Company recognizes rent expense on a straight-line basis for operating leases. For capital leases, the Company recognizes interest expense associated with the capital lease liability and depreciation expense associated with the capital lease asset. For capital lease assets and leasehold improvements, the estimated useful lives are limited to either (i) the shorter of the useful life of the asset or (ii) the term of the lease. Capitalized Product Development Costs The Company’s software and website development costs are accounted for under the guidance for internal use software and website development costs. The costs in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, if: (1) the costs are direct and incremental and (2) management has determined that it is probable that the project will be completed and the software will be used to perform the function intended, internal and external costs are capitalized until the application is substantially complete and ready for its intended use. The Company makes ongoing evaluations of the recoverability of its capitalized software projects by comparing the net amount capitalized for each product to the estimated net realizable value of the product. If such evaluations indicate that the unamortized software development costs exceed the net realizable value, the Company writes off the amount by which the unamortized software development costs exceed net realizable value. Capitalized software development costs are being amortized on a straight-line basis over five years to cost of revenue. Useful lives are reviewed at least annually and adjusted if appropriate. Capitalized Cloud Computing Arrangement Implementation Costs The Company capitalizes certain qualifying costs to implement cloud computing hosting arrangements that are service contracts. Such qualifying costs include direct costs for third-party consulting services, and does not include software maintenance and training costs, which are expensed as incurred. Capitalization of these costs ceases once the software of the hosting arrangement is ready for its intended use. Capitalized costs, net of accumulated amortization, are included in prepaid expenses and non-current assets on the Company’s consolidated balance sheets and amortized using the straight-line method over the expected term of the associated arrangement, including periods that are reasonably expected to be renewed. The amount capitalized is included as a component of net cash used in operating activities in the statements of cash flows. Capitalized Interest Interest is capitalized on software products under development. Interest capitalization is based on rates applicable to borrowings outstanding during the period and the balance of qualified assets under development during the period. Capitalized interest is amortized over the useful lives of such assets and the amortization is reported as cost of revenue. Goodwill Assets Goodwill is the excess of the purchase price in a business combination over the fair value of identifiable net assets acquired. Goodwill is subject to periodic testing for impairment. Goodwill is assessed at least annually, but also whenever events or changes in circumstances indicate the carrying values may not be recoverable. Factors that could trigger an impairment review, include (a) significant underperformance relative to historical or projected future operating results; (b) significant changes in the manner of or use of the acquired assets or the strategy for the Company’s overall business, and (c) significant negative industry or economic trends. The Company conducts an impairment assessment on December 31 of each year taking a qualitative and quantitative evaluation approach to determine if there are any adverse market factors or changes in circumstances indicating that the carrying value of goodwill may not be recoverable. If it is more likely than not that an impairment exists, the Company performs a quantitative test that compares the fair value to the net carrying value and records an impairment of goodwill to the extent that the net carrying value exceeds the fair value equal to the excess amount. There was no goodwill impairment recorded by the Company in any of the periods presented. Recoverability of Long-Lived and Intangible Assets The Company evaluates the recoverability of its long-lived assets, including amortizable intangible and tangible assets in accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. No long-lived asset impairment losses were recorded by the Company during any of the periods presented. Debt Issuance Costs and Debt Discount The Company records debt issuance costs as a reduction to the carrying value of the related debt and such amounts are being amortized over the term of the related debt using the straight-line method of amortization, which approximates the effective interest method. Amortization of debt issuance costs are included in interest expense - net on the consolidated statements of operations and comprehensive loss. The Company accounts for the discounts as an adjustment to the carrying amount and then amortizes the discounts over the terms using the effective interest method. Deferred Offering Costs Prior to the Completion of the IPO, the Company recorded deferred offering costs as other assets on its consolidated balance sheets. The costs consist of costs incurred in connection with the Company’s IPO, including certain legal, accounting, printing, and other IPO related costs. After completion of the IPO, these costs were recorded in stockholders’ deficit as a reduction from the IPO proceeds. As of December 31, 2020, the Company had $0.3 million in deferred offering costs included in other assets on the consolidated balance sheet, respectively. There were no deferred offering costs included in other assets as of December 31, 2021 as the accumulated deferred offering costs of $11.8 million were reclassified to additional paid-in capital upon consummation of the IPO in the third quarter of the fiscal year ended December 31, 2021. Business Combinations The Company accounts for acquisitions under the purchase method of accounting in accordance with ASC 805, Business Combinations. The consolidated statements of operations and comprehensive loss include the results of operations of the acquirees since the date of acquisition. The net assets of the acquisition were recorded at their estimated fair values as of the acquisition date. The fair values may change as the Company obtains additional information, and are expected to be finalized as soon as practicable, but not later than one year from the acquisition date (“measurement period”). Any changes in the fair value of assets and liabilities assumed during the measurement period may result in adjustments to goodwill. Share-Based Compensation Prior to the IPO, certain employees were granted unit-based awards by the Company’s predecessor entity, Holdings LLC, as profit interests based on the estimated fair value of the awards at the date of grant. Holdings LLC utilized the Black-Scholes pricing model for determining the estimated fair value of the unit-based awards on the date that the awards are granted. Given the absence of any active market for the shares underlying the awards, the fair value of the awards was determined with input from management and third-party valuations. In connection with the Organizational Transactions, certain of these outstanding unit-based awards were converted into restricted and unrestricted shares and restricted stock units (“RSUs”) of PowerSchool Holdings, Inc. After the IPO, the Company uses the publicly quoted price as reported on the New York Stock Exchange as the fair value of the restricted shares, unrestricted shares and its RSUs on their respective grant dates. For service based awards, compensation expense is recognized on a straight-line basis over the respective requisite service periods of the awards. For performance-based awards where vesting is contingent upon both a service and a performance condition, compensation expense is recognized over the respective requisite service period of the award when achievement of the performance condition is considered probable. Share-based compensation expense is recognized within cost of revenue; research and development; and selling, general, and administrative expense on the consolidated statements of operations and comprehensive loss based on the function of the employees receiving awards. Any forfeitures are accounted for as they occur. Income Taxes Holdings LLC is treated as a partnership for income tax reporting purposes. Its members, including the Company, are liable for federal, state, and local income taxes based on their share of Holdings LLC’s taxable income. In addition, the Company is subject to U.S. federal, state, local, and foreign income taxes on the taxable income or loss of certain operating subsidiaries of Holdings LLC that are taxed at the entity level. We account for income taxes under the asset and liability method of accounting. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences. We recognize the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. We reduce the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that we will not realize some or all of the deferred tax asset. Significant judgment is required in determining the accounting for income taxes. In the ordinary course of business, many transactions and calculations arise where the ultimate tax outcome is uncertain. Our judgments, assumptions and estimates relative to the accounting for income taxes take into account current tax laws, our interpretation of current tax laws, and possible outcomes of future audits conducted by foreign and domestic tax authorities. Although we believe that our estimates are reasonable, the final tax outcome of matters could be

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS	12 Months Ended
	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
BUSINESS COMBINATIONS	BUSINESS COMBINATIONS We completed one acquisition in fiscal year 2020 and two acquisitions in fiscal year 2021. 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, which are subject to change within the measurement period as preliminary valuations are finalized. Measurement period adjustments are recorded in the reporting period in which the estimates are finalized and adjustment amounts are determined. 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 results of operations of these business combinations have been included in the Company’s consolidated financial statements from their respective acquisition dates. Fiscal 2020 Acquisitions Hoonuit Holdings, LLC On October 28, 2020, the Company acquired all of the unit capital of Hoonuit Holdings, LLC (“Hoonuit”), a privately held company operating entirely in the US. Hoonuit is a leading K-12 analytics and data management solution. The purpose of the acquisition is to incorporate Hoonuit’s advanced analytics and data management tools with PowerSchool’s existing suite of education technology solutions. The total purchase price was $81.1 million, all of which was provided in the form of cash consideration. Transaction costs of $2.4 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. The consideration and the acquisition date fair values of the assets acquired and liabilities assumed are as follows (in thousands): Consideration $ 81,101 Cash 5,227 Accounts receivable 5,737 Prepaid expenses and other assets 643 Property and equipment 300 Intangible assets 26,500 Accounts payable 1,958 Accrued expenses 2,414 Deferred revenue 5,024 Other 8 Non-current tax payable 2,202 Goodwill $ 54,300 The Company recorded $54.3 million of goodwill arising from the acquisition of Hoonuit, none of which is expected to be deductible for tax purposes. The goodwill is a result of the growth expected by adding new schools and further creating a comprehensive education technology portfolio as well as margin improvements resulting from market participant synergies and operating leverage as sales increase. This business combination did not have a material impact on the Company’s consolidated financial statements (individually or in the aggregate during the 2020 fiscal period). Therefore, historical results of operations subsequent to the acquisition date and pro forma results of operations have not been presented. Refer to Footnote 8 below for information regarding changes to goodwill within the measurement period. Fiscal 2021 Acquisition Hobsons, Inc. On March 3, 2021, the Company acquired all of the equity interests of Hobsons, Inc. (“Hobsons”). Hobsons’ businesses comprised of Naviance and Intersect. Naviance is a college, career, and life readiness solution used by students across U.S. schools for assessing and developing students’ interests and competencies in preparation for life after high school. Intersect is an innovative admissions solution connecting Naviance students to their best-fit higher education opportunities. The purpose of the acquisition was to enhance and expand the PowerSchool product offering. The total purchase price for Hobsons was $318.9 million, which was paid in cash. Transaction costs of $4.9 million were incurred in the twelve months ended December 31, 2021 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): Consideration $ 318,861 Accounts receivable 8,058 Prepaid expenses and other assets 13,967 Property and equipment 670 Other assets 26 Intangible assets 127,400 Accounts payable 1,814 Accrued expenses 4,427 Deferred revenue 29,618 Deferred taxes 29,465 Goodwill $ 234,064 The Company recorded $234.1 million of goodwill, arising from the acquisition, none of which is expected to be deductible for tax purposes. The goodwill is a result of the growth expected by creating a fully comprehensive education technology portfolio for educators, students and parents as well as margin improvements resulting from market participant synergies and operating leverage as sales increase. The Company believes it is not practicable to provide pro forma statements of operations of the combined business as if the acquisition had been completed at an earlier date as it would require significant estimates and assumptions without the use of hindsight that could be misleading. This is due to seller’s lack of historical financial information sufficient to produce such pro forma statements given that the Company purchased specific businesses that were not segregated in the seller’s financial records and for which separate carve-out financial statements were not readily available. Kickboard, Inc. On December 1, 2021, the Company acquired all of the equity interests of Kickboard, Inc. (“Kickboard”). Kickboard is a provider of behavioral and social emotional learning assessments, analytics and classroom solutions software applications for the K-12 education market. The purpose of the acquisition was to enhance and expand PowerSchool’s product offering. The total purchase price for Kickboard was $15.5 million, which was paid in cash. Transaction costs of $1.1 million were incurred in the year ended December 31, 2021 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): Consideration $ 15,479 Cash 1,116 Accounts receivable 626 Prepaid expenses and other assets 357 Intangible assets 5,400 Deferred tax asset 1,824 Accounts payable 73 Accrued expenses 96 Deferred revenue 1,244 Goodwill $ 7,569 The Company recorded $7.6 million of goodwill arising from the acquisition of Kickboard, 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. Neither the Hobsons, Inc. nor the Kickboard, Inc. acquisition had a material impact on the Company’s consolidated financial statements (individually or in the aggregate during the 2021 fiscal period). Therefore, historical results of operations subsequent to the acquisition date and pro forma results of operations have not been presented.

REVENUE

REVENUE	12 Months Ended
	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Revenue from Contract with Customer	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): Year Ended December 31, 2021 2020 2019 SaaS $ 368,105 $ 258,568 $ 196,206 Professional services 61,976 49,471 45,559 Software maintenance 109,191 112,285 111,955 License and other 19,326 14,564 11,271 Total revenue $ 558,598 $ 434,888 $ 364,991 Revenue recognized for the year ended December 31, 2021 and 2020 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): Year Ended December 31, 2021 2020 2019 United States $ 515,043 $ 397,456 $ 332,144 Canada 35,447 31,057 26,781 Other 8,108 6,375 6,066 Total revenue $ 558,598 $ 434,888 $ 364,991 Deferred Revenue The changes in the deferred revenue balance were as follows (in thousands): December 31, 2021 December 31, 2020 Balance at beginning of period $ 235,190 $ 198,665 Decrease from revenue recognized (225,594) (194,930) Increase from acquisitions 26,952 5,024 Increase from current year net deferred revenue additions 264,609 226,431 Balance at end of period $ 301,157 $ 235,190 As of December 31, 2021, the Company expects to recognize revenue on approximately 98% 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. 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): December 31, 2021 December 31, 2020 Contract costs, current $ 4,835 $ 2,903 Contract costs, noncurrent 18,454 14,548 Total contract costs $ 23,289 $ 17,451 For the years ended, December 31, 2021, 2020, and 2019, amortization expense for contract cost assets was $3.4 million, $2.0 million and $0.8 million, respectively. There was no impairment of contract cost assets during the periods presented.

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE	12 Months Ended
	Dec. 31, 2021
Receivables [Abstract]
ACCOUNTS RECEIVABLE	ACCOUNTS RECEIVABLE Accounts receivable, net, is as follows (in thousands): December 31, 2021 December 31, 2020 Accounts receivable $ 53,367 $ 55,846 Less allowance (4,964) (7,869) Accounts receivable—net $ 48,403 $ 47,977 The following tables presents the changes in the allowance for doubtful accounts (in thousands): December 31, 2021 December 31, 2020 Allowance for doubtful accounts, beginning balance $ 7,869 $ 6,901 Additions to (removals from) allowance for doubtful accounts (2,857) 1,157 Write-offs of bad debt expense (48) (189) Allowance for doubtful accounts, ending balance $ 4,964 $ 7,869

PROPERTY AND EQUIPMENT_NET

PROPERTY AND EQUIPMENT—NET	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT—NET	PROPERTY AND EQUIPMENT—NET Property and equipment by category are as follows (in thousands): December 31, 2021 December 31, 2020 Building $ 7,519 $ 7,519 Land 294 294 Computer and software 18,512 16,544 Furniture and fixtures 2,912 2,933 Leasehold improvements 3,963 4,228 Property and equipment 33,200 31,518 Less accumulated depreciation (17,524) (14,449) Property and equipment—net $ 15,676 $ 17,069 Depreciation expense was $6.5 million, $7.3 million, and $7.8 million for the year ended December 31, 2021, 2020, and 2019, respectively.

CAPITALIZED PRODUCT DEVELOPMENT

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET	12 Months Ended
	Dec. 31, 2021
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): December 31, 2021 December 31, 2020 Gross capitalized product development costs $ 109,290 $ 71,929 Less accumulated amortization (28,679) (13,035) Capitalized product development costs—net $ 80,611 $ 58,894 Future estimated amortization expense on capitalized product developments projects is expected to be as follows as of December 31, 2021 (in thousands): Year Ending December 31, 2022 $ 20,818 2023 20,732 2024 17,617 2025 11,075 2026 5,166 Thereafter 5,203 Total $ 80,611 Amortization of capitalized product development costs, included in the cost of revenue section of the consolidated statements of operations and comprehensive loss, were $15.7 million, $9.7 million, and $3.2 million for the year ended December 31, 2021, 2020, and 2019, respectively. 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): December 31, 2021 Weighted- Average Useful Life December 31, 2020 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 285,400 8 years $ 239,200 8 years Customer relationships 740,100 14 years 661,900 15 years Trademarks 52,700 9 years 44,300 9 years $ 1,078,200 $ 945,400 Accumulated Amortization Developed technology $ (100,704) $ (67,421) Customer relationships (155,012) (102,408) Trademarks (17,575) (12,112) $ (273,291) $ (181,941) Intangible Assets—Net Developed technology $ 184,696 $ 171,779 Customer relationships 585,088 559,492 Trademarks 35,125 32,188 $ 804,909 $ 763,459 Amortization of developed technology is recorded in cost of revenue, while the amortization of trademarks and customer relationships is included in selling, general and administrative expense on the Company’s consolidated statements of operations and comprehensive loss. The following table summarizes the classification of amortization expense of intangible assets (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 33,283 $ 29,697 $ 27,000 Selling, general, and administrative expense 58,067 48,966 46,138 Total amortization of acquired intangible assets $ 91,350 $ 78,663 $ 73,138 The estimated future amortization of intangible assets as of December 31, 2021, is as follows (in thousands): Year Ending December 31, 2022 $ 92,649 2023 92,649 2024 92,604 2025 92,469 2026 81,402 Thereafter 353,136 Total $ 804,909

GOODWILL

GOODWILL	12 Months Ended
	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	GOODWILL The changes in the carrying amounts of goodwill were as follows (in thousands): Balance—December 31, 2019 $ 2,161,500 Additions due to acquisitions 54,300 Revision to goodwill balance (1,895) Other adjustments 1 (538) Balance—December 31, 2020 $ 2,213,367 Additions due to acquisitions 241,633 Other adjustments 1 (308) Balance—December 31, 2021 $ 2,454,692 _____________ 1 Includes adjustments of acquisition-date fair value within the one-year measurement period, including $0.3 million final settlement of working capital, which had no impact to earnings in any of the periods presented.

OTHER INTANGIBLE ASSETS_NET

OTHER INTANGIBLE ASSETS—NET	12 Months Ended
	Dec. 31, 2021
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): December 31, 2021 December 31, 2020 Gross capitalized product development costs $ 109,290 $ 71,929 Less accumulated amortization (28,679) (13,035) Capitalized product development costs—net $ 80,611 $ 58,894 Future estimated amortization expense on capitalized product developments projects is expected to be as follows as of December 31, 2021 (in thousands): Year Ending December 31, 2022 $ 20,818 2023 20,732 2024 17,617 2025 11,075 2026 5,166 Thereafter 5,203 Total $ 80,611 Amortization of capitalized product development costs, included in the cost of revenue section of the consolidated statements of operations and comprehensive loss, were $15.7 million, $9.7 million, and $3.2 million for the year ended December 31, 2021, 2020, and 2019, respectively. 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): December 31, 2021 Weighted- Average Useful Life December 31, 2020 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 285,400 8 years $ 239,200 8 years Customer relationships 740,100 14 years 661,900 15 years Trademarks 52,700 9 years 44,300 9 years $ 1,078,200 $ 945,400 Accumulated Amortization Developed technology $ (100,704) $ (67,421) Customer relationships (155,012) (102,408) Trademarks (17,575) (12,112) $ (273,291) $ (181,941) Intangible Assets—Net Developed technology $ 184,696 $ 171,779 Customer relationships 585,088 559,492 Trademarks 35,125 32,188 $ 804,909 $ 763,459 Amortization of developed technology is recorded in cost of revenue, while the amortization of trademarks and customer relationships is included in selling, general and administrative expense on the Company’s consolidated statements of operations and comprehensive loss. The following table summarizes the classification of amortization expense of intangible assets (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 33,283 $ 29,697 $ 27,000 Selling, general, and administrative expense 58,067 48,966 46,138 Total amortization of acquired intangible assets $ 91,350 $ 78,663 $ 73,138 The estimated future amortization of intangible assets as of December 31, 2021, is as follows (in thousands): Year Ending December 31, 2022 $ 92,649 2023 92,649 2024 92,604 2025 92,469 2026 81,402 Thereafter 353,136 Total $ 804,909

ACCRUED EXPENSES

ACCRUED EXPENSES	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
ACCRUED EXPENSES	ACCRUED EXPENSES The following table presents the detail of accrued expenses (in thousands): December 31, 2021 December 31, 2020 Accrued compensation $ 38,492 $ 29,345 Accrued interest 650 2,779 Accrued taxes 2,131 3,517 Other accrued expenses 29,894 18,057 Total accrued expenses $ 71,167 $ 53,698

LONG-TERM DEBT AND REVOLVING CR

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT	LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT First Lien Credit Agreement (“First Lien”) On August 1, 2018, the Company entered into a loan agreement with a consortium of lenders which provided $775.0 million of term loans. The First Lien was issued at a discount of $1.9 million which was deducted from the carrying amount. The Company is amortizing the discount over the term using the effective interest method. Debt issuance costs of $18.7 million were recorded as a reduction to the face amount of the First Lien. The principal amounts of the initial term loans are payable on the last business day of each March, June, September, and December commencing on March 31, 2019, in an amount equal to 0.25% of the amount outstanding on the August 1, 2018, the closing date. The First Lien matures on July 31, 2025. As of December 31, 2021, the interest rate for Eurocurrency loans under the First Lien is the rate per annum equal to the LIBOR, as administered by the Intercontinental Exchange (ICE) Benchmark Administration for deposits in dollar, plus the applicable margin. The applicable margin is initially 3.25% per annum in the case of Eurocurrency loans with a 0.25% step down based on the First Lien Net Leverage Ratio. The interest rate for the First Lien as of December 31, 2021 and December 31, 2020 was 3.10% and 3.40%, respectively. The First Lien is collateralized on a first lien basis by certain assets and property of the Company. Second Lien Credit Agreement (“Second Lien”) On August 1, 2018, the Company entered into a loan agreement with a consortium of lenders that provided $365.0 million of term loans. The Second Lien was issued at a discount of $3.7 million which was deducted from the carrying amount. The Company was amortizing the discount over the term using the effective interest method. Debt issuance costs of $11.0 million were deducted from the face amount of the Second Lien. The principal amounts of the term loans were scheduled to mature on July 31, 2026. The interest rate for the Eurocurrency component of the Second Lien was the rate per annum equal to the LIBOR, as administered by the ICE Benchmark Administration for deposits in dollar, plus the applicable margin (Eurocurrency Rate). The applicable margin was 6.75% per annum in the case of Eurocurrency loans. The interest rate for the Second Lien as of the date of repayment and December 31, 2020 was 6.85% and 6.90%, respectively. The Second Lien was collateralized by certain assets and property of the Company on a junior basis to the First Lien and the Incremental Facility described below. The outstanding principal balance of the Second Lien was paid off in full using the net proceeds of the IPO and our cash from operations in August 2021. See “Debt Extinguishment” section below. Incremental Term Facility Amendment No. 1 (“Incremental Facility”) On November 22, 2019, the Company entered into an incremental loan agreement to the First Lien which provided for $70.0 million of incremental first lien term loans. The Incremental Facility was issued at a discount of $1.4 million which was deducted from the carrying amount. The Company amortized the discount over the term using the effective interest method. Debt issuance costs of $0.5 million were deducted from face amount of the Incremental Facility. The principal amounts of the Incremental Facility were payable on the last business day of each March, June, September, and December commencing on June 30, 2020, in an amount equal to 0.25% of the amount outstanding on November 22, 2019, the close date. The Incremental Facility was scheduled to mature at the same time as the First Lien, on July 31, 2025. The interest rate for Eurocurrency loans under the Incremental Facility was the rate per annum equal to the LIBOR, as administered by the ICE Benchmark Administration for deposits in dollar, with a floor of 1.00%, plus the applicable margin. The applicable margin was 4.50% per annum in the case of Eurocurrency loans. The interest rate for the Incremental Facility as of the date of repayment and December 31, 2020 was 5.50%. The Incremental Facility was collateralized by certain assets and property of the Company on a pari passu basis with the First Lien. The outstanding principal balance of the Incremental Facility was paid off in full using the net proceeds of the IPO and our cash from operations in August 2021. See “Debt Extinguishment” section below. Bridge Loan Credit Agreement (the “Bridge Loan”) On March 3, 2021, the Company entered into the Bridge Loan Credit Agreement for an aggregate principal amount of $320.0 million in connection with the acquisition of Hobsons. The Company incurred $0.5 million of issuance fees paid to third parties and $4.8 million in fees paid to lenders. The Bridge Loan was scheduled to mature on August 31, 2022. The interest rate for Eurocurrency loans was the rate per annum equal to the LIBOR, as administered by the ICE Benchmark Administration for deposits in dollar, plus the applicable margin. The initial margin is 3.00% per annum in the case of Eurocurrency loans. The interest rate for the Bridge Loan as of the date of repayment was 3.60%. The Bridge Loan was collateralized by certain assets and property of the Company. The outstanding principal balance of the Bridge Loan was paid off in full using the net proceeds of the IPO and our cash from operations in August 2021. See “Debt Extinguishment” section below. Revolving Credit Agreement On August 1, 2018, the Company entered into a Revolving Credit Agreement (as defined below) allowing the Company to borrow from time to time. On November 25, 2020, the Company amended its Revolving Credit Agreement to increase its borrowing capacity by $60.0 million to $180.0 million. On July 30, 2021, upon consummation of the IPO, the Revolving Credit Agreement was further amended and the borrowing capacity increased by $109.0 million to $289.0 million and the maturity date was extended to May 2, 2025 from July 31, 2023. In connection with the increase of the borrowing capacity and the extension of the maturity date, the Company paid fees of $0.7 million, which was recorded as capitalized debt issuance cost on the consolidated balance sheet . Pricing and other terms and conditions of the Revolving Credit Agreement remain unchanged. Under the amended terms of the Revolving Credit Agreement, the Company was permitted to borrow up to $289.0 million as of December 31, 2021 and $180.0 million as of December 31, 2020, respectively. Issuance costs paid through December 31, 2021 (including those issued in connection with the increase in the borrowing capacity and the extension of the maturity date) were $3.4 million. The interest rate is the rate per annum equal to the LIBOR, as administered by the ICE for deposits in dollars 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. During the year ended December 31, 2021, the Company repaid $95.0 million on the Revolving Credit Agreement and there was no outstanding balance on the revolving credit facility as of December 31, 2021. The outstanding balance of the revolving credit facility was $40.0 million as of December 31, 2020. We are also required to pay a commitment fee on the unused portion of the Revolving Credit Agreement of 0.50% per annum, payable quarterly in arrears. 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 December 31, 2020 and December 31, 2021, the Company’s outstanding balances of the revolving credit facility were less than 35% of the borrowing capacity. Debt extinguishment Using the net proceeds of the IPO and our cash from operations, in August 2021 we repaid (i) in full the $320.0 million outstanding principal on our Bridge Loan, (ii) the full $365.0 million outstanding principal on our Second Lien and (iii) the full $69.1 million outstanding principal of our Incremental Facility. Upon repayment of the loans, we recognized a loss on the loan extinguishment of $12.9 million resulting from the write-off of the related unamortized issuance costs and discounts. The following table presents the outstanding long-term debt (in thousands): December 31, 2021 December 31, 2020 Total outstanding principal—First Lien $ 751,750 $ 759,500 Total outstanding principal—Incremental Facility — 69,475 Total outstanding principal—Second Lien — 365,000 Total outstanding principal 751,750 1,193,975 Less current portion of long-term debt (7,750) (8,450) Less unamortized debt discount (992) (4,941) Less unamortized debt issuance costs (9,583) (20,258) Total long-term debt—net $ 733,425 $ 1,160,326 Maturities on long-term debt outstanding as of December 31, 2021 are as follows (in thousands): Year Ending December 31, 2022 $ 7,750 2023 7,750 2024 7,750 2025 728,500 2026 — Total $ 751,750

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Leases The Company leases its office and data center facilities under non-cancelable operating leases that expire at various times through 2026. The Company is also responsible for certain real estate taxes, utilities, and maintenance costs related to its office facilities. The Company’s gross amount of assets recorded and future minimum lease payments due under capital leases was not material for any of the periods presented. Rent expense was $8.2 million, $8.0 million, and $5.9 million for the year ended December 31, 2021, 2020, and 2019, respectively. Future minimum lease payments under non-cancelable operating lease agreements as of December 31, 2021 are as follows (in thousands): Year Ending December 31, 2022 $ 8,683 2023 4,131 2024 2,651 2025 1,373 2026 410 Total $ 17,248 Other 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 December 31, 2021, the remaining aggregate minimum purchase commitment under these arrangements was approximately $60.5 million through 2026. As of December 31, 2021, our future non-cancelable minimum payments due under these contractual obligations with a remaining term of more than one year were as follows (in thousands): Year Ending December 31, 2022 $ 35,851 2023 17,805 2024 5,859 2025 682 2026 272 Total $ 60,469 Sale-leaseback Transactions In October 2019, the Company entered into a sale-leaseback arrangement for one of its facilities, under which the Company sold the property at below-market value, and subsequently leased back the property at a below-market rent. Due to the existence of a prohibited form of continuing involvement, this transaction did not qualify for sale-leaseback accounting and as a result has been accounted for as a financing transaction under lease accounting standards. Under the financing method, until the related lease is terminated, the assets will remain on its balance sheets, and proceeds received from the sale are reported as financing obligations. As of December 31, 2021 and December 31, 2020, the balance of the remaining financing obligations was $4.5 million. At the end of the leaseback period, or when continuing involvement under the leaseback agreement ends, this transaction will be reported as a noncash sale and extinguishment of financing obligations, and the difference between the then net book value of the properties and the unamortized balance of the financing obligations will be recognized as a gain. 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 $1.2 million and $1.5 million as of December 31, 2021 and December 31, 2020, 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 the likelihood of (i) 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.

STOCKHOLDERS_ EQUITY AND NON-CO

STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST	12 Months Ended
	Dec. 31, 2021
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. Following the closing of the IPO and the exercise of the option to purchase additional shares by the underwriters, there were 158,473,360 shares of our Class A common stock issued and outstanding and 39,928,472 shares of our Class B common stock issued and outstanding. All of our outstanding shares of Class B common stock were held by Topco LLC on a one-to-one basis with the LLC Units. The holders of our issued Class A common stock collectively represent approximately 79.8% of the economic interest and voting power in the Company and Class B common stock collectively represent approximately 20.2% of the economic interest and voting power in the Company. Non-controlling interest The weighted average non-controlling interest percentage used to calculate the net income (loss) and other comprehensive income (loss) attributable to the non-controlling interest holders in the period from the IPO to December 31, 2021 was 20.2%.

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
SHARE-BASED COMPENSATION	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. Pre-IPO equity incentive plan Management Incentive Units (MIU) Holdings LLC provided for the grant of MIUs to key members of management. MIUs are designed as profits interests, which entitle a holder to receive distributions in excess of a specific participation threshold, subject to the provisions of the agreement with its parent entity. The participation threshold was set at the time of grant and typically reflects the fair value of Holdings LLC at the date of grant. MIUs granted consisted of a combination of time-based vesting MIUs, which vested over a four-year period, and performance-based vesting MIUs, which vested based on the equity value of Holdings LLC if a liquidity event were to occur. The performance condition would occur upon the date on which a certain equity return multiple would have been met, subject to the employee’s continuous employment from the time of granting to the time of vesting. As the performance-based vesting condition was not deemed probable, no expense had been recorded related to the performance-based MIUs for the period prior to the IPO. MIU activity for the years ended December 31, 2020 and 2019 through the consummation of the IPO on July 30, 2021 is as follows: Number of Underlying Units Weighted-Average Grant-Date Fair Value Outstanding—January 1, 2019 28,997,666 $ 1.27 Units granted 2,210,831 $ 1.36 Units canceled (2,306,110) $ 1.27 Outstanding—December 31, 2019 28,902,387 $ 1.28 Units granted 2,402,027 $ 0.92 Units canceled (3,161,164) $ 1.27 Outstanding—December 31, 2020 28,143,250 $ 1.25 Units canceled (166,430) $ 1.28 Outstanding—IPO (July 30, 2021) 27,976,820 $ 1.26 Vested—December 31, 2020 9,069,112 $ 1.28 Vested—IPO (July 30, 2021) 10,830,525 $ 1.26 No MIUs were granted during the year-to-date period through the consummation of the IPO on July 30, 2021. All of the vested and unvested time-based MIUs were exchanged for unrestricted and restricted shares of Class A common stock as part of the Organizational Transactions in connection with the IPO. All of the performance- based MIUs remain outstanding post-IPO, however the vesting conditions were modified (see below for additional details). Long-Term Incentive Plan (“LTIP”) Holdings LLC provided for an LTIP that granted incentives to key members of management. The incentives were payable in cash and vested only when a certain qualified liquidity event has occurred and a certain equity return multiple has been met, subject to the employee’s continuous employment from the time of granting to the time of vesting. No compensation expense was recorded related to the LTIP for the period prior to the IPO as the performance based vesting provisions were not probable at any time during the period. The aggregate intrinsic value of the outstanding LTIP as of December 31, 2020 and 2019 was $10.7 million and $0.7 million, respectively. On September 28, 2021, the LTIP holders’ rights to cash payments were cancelled and exchanged for RSUs (see below for additional details). Modifications of pre-IPO incentive plans MIUs In connection with the Organizational Transactions described in Note 1, vested and unvested time-based MIUs in Holdings LLC were canceled in exchange for 1,208,770 shares of unrestricted shares of Class A common stock and 657,661 restricted shares (RSAs) of Class A common stock in the Company, respectively. The unvested restricted shares, which are classified as equity awards, are subject to the same time-based vesting schedule as the original time-based vesting MIUs. The cancellation and exchange did not result in the recognition of incremental share-based compensation expense. Additionally, the vesting conditions of existing performance-based vesting MIUs were modified to vest when either (i) a certain equity return multiple is achieved after Vista Equity Partners or Onex beneficially own less than 25% ownership, or (ii) if not vested prior thereto, on the 2-year anniversary of the IPO date of July 30, 2021 if a certain specified total equity return multiple is achieved based on the Company’s market capitalization. The modification resulted in the recognition of incremental share-based compensation expense of $6.3 million as the awards became probable of vesting upon modification during the year ended December 31, 2021 . LTIP On September 28, 2021, the LTIP holders were granted a total of 528,618 RSUs in exchange for the cancellation of their rights to the cash payments under the pre-IPO LTIP. The RSUs vest over a two year service period starting July 30, 2021. There was no incremental share-based compensation expense from the modification of the LTIP. Additionally, the share-based compensation expense recognized for the RSUs granted in exchange for the original LTIP rights was immaterial for the year ended December 31, 2021 . Post-IPO equity incentive plans The 2021 Plan 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, restricted stock units, dividend equivalents, other share-based awards, other cash-based awards, substitute awards, and performance awards to eligible employees, consultants, and directors. The RSUs granted under the 2021 Plan vest upon the satisfaction of a service-based vesting condition, generally over a four-year period, with a 25% vesting at the end of one year and the remainder quarterly thereafter. RSU and RSA activity for the period subsequent to the IPO through December 31, 2021 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Awards Weighted Average Grant Date Fair Value Balance—IPO (July 30, 2021) — — — — Granted 6,520,365 $ 24.66 657,661 $ 9.44 Vested — $ — (218,798) $ 9.20 Canceled (251,288) $ 18.83 — — Balance—December 31, 2021 6,269,077 $ 24.89 438,863 $ 9.56 The following table presents the classification of share-based compensation in the accompanying consolidated statements of operations and comprehensive income (loss) (in thousands): Year-ended December 31, 2020 2021 2020 2019 Cost of revenue Subscriptions and support $ 1,634 $ 66 $ 67 Service 1,922 293 285 Research and development 5,198 969 1,009 Selling, general, and administrative 16,371 4,264 4,471 Total share-based compensation $ 25,125 $ 5,592 $ 5,832 As of December 31, 2021, the total future compensation cost related to unvested share awards is $147.8 million, which is expected to be recognized over a weighted-average period of 3.4 years.

EARNINGS (LOSS) PER SHARE ATTRI

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS)	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS)	EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) The table below sets forth a calculation of basic EPS based on net income (loss) attributable to PowerSchool Holdings, Inc., divided by the basic weighted average number of Class A common stock outstanding. Diluted EPS of Class A common stock is computed by dividing net income 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. Year Ended December 31, 2021 2020 2019 Numerator: Net Loss $ (43,065) $ — $ — Less: net loss attributable to the noncontrolling interest (9,296) — — Net Loss attributable to PowerSchool Holdings, Inc. (33,769) — — Denominator: Weighted average shares of Class A common stock outstanding - basic and diluted 157,576,056 — — Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic and diluted $ (0.21) $ — $ — In addition, the following securities were not included in the computation of diluted shares outstanding for the year ended December 31, 2021 because they were antidilutive, but could potentially dilute earnings(loss) per share in the future: Year Ended December 31, 2021 2020 2019 Unvested Restricted Shares and RSUs 6,707,759 — — LLC Units 39,928,472 — — Total excluded from diluted EPS calculation 46,636,231 — —

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The components of income (loss) before provision for income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ (74,863) $ (54,610) $ (100,544) Foreign 9,383 8,001 7,163 Income (loss) before provision for income taxes $ (65,480) $ (46,609) $ (93,381) The components of income tax expense (benefit) were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 490 89 13 Foreign 2,142 1,844 2,538 Total current tax 2,632 1,933 2,551 Year Ended December 31, 2021 2020 2019 Deferred: Federal (21,341) (1,062) (4,569) State (2,248) (324) — Foreign (1,458) (508) (634) Total deferred tax (25,047) (1,894) (5,203) Total provision for income taxes $ (22,415) $ 39 $ (2,652) A reconciliation of the income tax expense (benefit) at the U.S. federal statutory rate to the provision for income taxes is as follows: Year Ended December 31, 2021 2020 2019 U.S federal statutory rate 21.0 % 21.0 % 21.0 % Earnings not subject to tax (1.6) (5.8) (0.2) State tax expense, net of federal benefit 2.8 (1.0) (0.4) International tax holiday 1.9 — — Foreign earnings taxed at different rate (1.7) 0.7 (16.9) Share-based compensation (3.1) — — Other items (2.4) — — Change in valuation allowance 17.3 (15.0) (0.6) Effective tax rate 34.2 % (0.1) % 2.8 % The types of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are set forth below (in thousands): As of December 31, 2021 2020 Deferred tax assets: Accruals and reserves $ — $ 295 Depreciation and amortization — 11 Charitable contribution — 20 Net operating loss and credit carryforwards 106,288 43,132 Tax credits — 428 Interest expense 19,175 11,118 Share-based compensation 1,974 — Other 17 — Total gross deferred tax assets 127,454 55,004 Less valuation allowance (466) (17,733) Total net deferred tax assets 126,988 37,271 Deferred tax liabilities: Investment in partnership (417,812) — Goodwill — (3,318) Depreciation and amortization (4,688) (40,436) Other (447) — Total gross deferred tax liabilities (422,947) (43,754) Net deferred tax liability $ (295,959) $ (6,483) Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. The Company has significant deferred tax liabilities, which are considered as a source of income to realize a majority of the deferred tax assets. Management has also considered the cumulative loss incurred by Holdings LLC over the three-year period ended December 31, 2021. However, the negative evidence of cumulative losses is offset by the objectively-verifiable source of future taxable income represented by the deferred tax liabilities. As of December 31, 2021, the Company has $410 million of federal and state net operating loss carryforwards, which are expected to expire on various dates. The Company’s state net operating loss carryforwards are available to reduce future taxable income, which expire at various times through 2041. The federal net operating loss carryforwards generated in tax years after 2018 have an unlimited carryforward period, while those generated in earlier tax years have a twenty year carryforward, with expirations beginning in 2036. The Company is subject to income tax in Canada, India and in the United States. The 2018 through 2020 tax years are open to examination by the taxing jurisdictions in which the company is subject to income taxes. In addition, certain acquired loss, credit, and basis carryforwards are open to examination by the taxing authorities beginning in 2001. A reconciliation of the beginning and ending amount of total gross unrecognized tax benefits, excluding accrued net interest and penalties, is as follows (in thousands): As of December 31, 2021 2020 Gross unrecognized income tax benefits - beginning balance 1,403 — Increase related to tax positions taken during the current year 323 — Increase related to the Organizational Transactions 5,502 — Gross increases related to acquired positions — 1,403 Gross unrecognized income tax benefits - ending balance 7,228 1,403 As of December 31, 2021 and 2020 , the Company had unrecognized tax benefits of $7.2 million and $1.4 million, respectively, which would affect the effective tax rate if recognized. The unrecognized tax benefits acquired in 2021 are related to tax attributes acquired from the Organizational Transactions. The Company recognizes interest and penalties related to its unrecognized tax benefits within its provision for income taxes. The amount of interest and penalties accrued related to the Company’s unrecognized tax benefits are not material to the consolidated financial statements. The Company does not expect any changes to the unrecognized tax benefits in the next 12 months. The Company considers the excess of the amount for financial reporting over the tax basis of the investment in its foreign subsidiary to be indefinitely reinvested outside the United States. At this time, the determination of unrecognized deferred tax liability for this amount is not practicable. Tax Receivable Agreement In connection with the Organizational Transactions, the Company entered into a Tax Receivable Agreement with Topco LLC, Vista Equity Partners and Onex. The Tax Receivable Agreement 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 Tax Receivable Agreement (collectively, the “Tax Attributes”). The payment obligations under the Tax Receivable Agreement 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 Tax Receivable Agreement are assignable. The Company expects to benefit from the remaining 15% of the tax benefits, if any, that are actually realized.

RELATED-PARTY TRANSACTIONS

RELATED-PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED-PARTY TRANSACTIONS	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 $0.5 million, $0.7 million, and $1.1 million for the year ended December 31, 2021, 2020, and 2019, respectively. Following the IPO, 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 less than $0.1 million, $0.1 million, and $0.2 million for the year ended December 31, 2021, 2020, and 2019, respectively. We will terminate these management arrangements following the completion of the IPO. Total aggregate amounts due to Vista and Onex entities were less than $0.1 million as of December 31, 2021 and December 31, 2020. The Company also purchased services from entities that share common ownership with Vista and Onex. The cost was $2.9 million, $2.8 million, and $1.7 million for all other services purchased from entities with common ownership for the year ended December 31, 2021, 2020, and 2019, 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 $0.1 million and $1.2 million as of December 31, 2021 and December 31, 2020, 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. On March 3, 2021, the Company entered into a strategic partnership with EAB Global, Inc. (“EAB”), a portfolio company of Vista, by executing a Reseller Agreement (the “Agreement”). Pursuant to the Agreement, EAB will serve 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 first 12-month period was $32.4 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 $8.0 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 year ended December 31, 2021. On March 3, 2021, the Company entered into a Transition Service Agreement (“TSA”) with EAB for a period of 18 months. Pursuant to the TSA, the Company will provide certain administrative and other services including cloud hosting, business systems, general information technology, accounting, sales and marketing to support the standalone operation of the Starfish solution, which was separately acquired by EAB. The Company invoices EAB on a monthly basis for these agreed upon services. Additionally, the Company may cross charge EAB for direct expenses incurred by us on EAB’s behalf and collect cash from customers to be remitted to EAB. Amounts owed from and to EAB may be settled on a net basis due to the existing contractual right to offset within the agreement. As of December 31, 2021, the Company had a net amount receivable of $0.7 million. This amount was recorded in prepaid expenses and other current assets in the consolidated balance sheet. On March 3, 2021 the Company entered into an agreement with EAB to provide Starfish employees access to the Company’s office facilities for a period of one year (“Access and Use Agreement”). Under the terms of the Use and Access Agreement, EAB paid the Company a one-time upfront fee of $1.0 million, which was recognized as a credit to our rent expense which is being amortized monthly over the term of the agreement in selling, general and administrative expense line item on our consolidated statement of operations. The Company recognized rent expense in the amount of $0.8 million for the year ended December 31, 2021 related to the upfront fee.

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS	12 Months Ended
	Dec. 31, 2021
Retirement Benefits [Abstract]
EMPLOYEE BENEFIT PLANS	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

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS The Company has evaluated subsequent events from the consolidated balance sheets date through March 24, 2022, the date at which the consolidated financial statements were available to be issued. In January 2022, the Company entered into a definitive agreement to acquire all of the voting shares of Kinvolved, Inc., a leading provider of K-12 communications, attendance and engagement solutions software, for cash consideration of approximately $15.5 million, with additional potential cash consideration of up to $8.0 million based on the achievement of certain performance conditions. The acquisition closed on February 1, 2022 and we are in the process of completing the purchase price allocation.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	The accompanying consolidated balance sheets as of December 31, 2021 and December 31, 2020, the consolidated statements of operations and comprehensive loss, statements of stockholders’/members’ equity, and statements of cash flows for the years ended December 31, 2021, 2020, and 2019 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”). In management’s opinion, the consolidated financial statements include all adjustments necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows for the periods presented. These adjustments consist of normal and recurring items.
Principles of Consolidation	The accompanying 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 includes, but not limited to: • the fair value of assets acquired and liabilities assumed in business combinations, including acquired intangible assets, goodwill 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 issued; • the useful lives and recoverability of long-lived assets, including capitalized product development costs • the recognition, measurement and valuation of deferred income taxes
Recent Accounting Pronouncements Not Yet Adopted and Recently Adopted	In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases , which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. The guidance offers specific accounting guidance for a lessee, lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the income statement. The Company adopted this ASU on January 1, 2022 under a modified retrospective approach. The impact of adoption was an increase of right-of-use asset of $15.8 million and lease liability of $17.8 million on the Company’s consolidated balance sheet and an decrease to equity of $1.4 million as of January 1, 2022. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). This update changes the accounting for recognizing impairments of financial assets, such that credit losses for certain types of financial instruments will be estimated based on expected losses. The update also modifies the impairment models for available-for-sale debt securities and for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for the Company beginning on January 1, 2023. Early adoption is permitted after for periods beginning after December 15, 2018. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04) and subsequently ASU No. 2021-01, Reference Rate Reform (Topic 848) in January 2021. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Interbank Offered Rate (“LIBOR”) or other reference rate expected to be discontinued in 2022 or potentially 2023 (pending possible extension). The optional expedients within ASU 2020-04 are effective as of March 12, 2020 through December 31, 2022 and may be applied prospectively. The Company is currently evaluating the impact of adopting the guidance on its consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This update requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, as if it had originated the contracts. The guidance is On January 1, 2021, we adopted ASU No. 2018-15, Intangibles - Goodwill and Other - Internal- Use Software , ASU No. 2018-13, Fair Value Measurement (Topic 820) and ASU No. 2017-04, Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment . The adoption of these accounting pronouncements did not have a material impact on the Company’s consolidated financial statements.
Revenue Recognition, Contract Cost Assets, Deferred Revenue	The Company generates revenue from the following sources: (i) software-as-a-service (“SaaS”) offerings in cloud and hosted environments; (ii) professional services including implementation, consulting, customization, training and data migration services; (iii) software license; (iv) software maintenance; and (v) reseller arrangements. Revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: 1. Identify the contract(s) with a customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) the Company satisfies a performance obligation The Company identifies enforceable contracts with a customer when the agreement is signed and has determined that contract terms are generally 12 months since customers are generally permitted to terminate after 12 months without incurring a penalty. The Company also evaluates whether any optional periods represent a material right. Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Transaction price includes both fixed and variable consideration. However, the Company only includes variable consideration in the transaction price to the extent that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts, the products sold, customer demographics, geographic locations, and the number and types of users within the Company’s contracts. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales and other indirect taxes). The following describes the nature of the Company’s primary types of revenue and related revenue recognition policies: SaaS Offerings The Company offers SaaS-based solutions to customers that purchase remote access to its software and its functionality. For the Company’s SaaS offerings, the nature of its promise to the customer is to provide continuous access to its application platforms. Accordingly, the Company’s SaaS offerings are generally viewed as stand-ready performance obligations comprised of a series of distinct daily services. The Company typically satisfies its SaaS performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because its efforts are expended evenly throughout the period and customers benefit consistently throughout the contract term. As such, for fixed-fee contracts, revenue is recognized ratably over the contract period and classified as Subscriptions and Support revenue in the consolidated statements of operations and comprehensive loss. Professional Services Professional services revenue is comprised of implementation, consulting, customization, training, and data migration services associated with the Company’s SaaS offerings and licensed software. These services are generally recognized over time, with service durations spanning from several weeks to several months, depending on the scope and complexity of the work. Payment terms for professional services may be based on a fixed fee or charged on a time and materials basis. Professional services are typically considered distinct performance obligations. The Company’s professional services that are billed on a fixed fee basis are typically satisfied as services are rendered, and the Company generally uses efforts expended (labor hours) to measure progress toward completion as this is considered a faithful representation of the transfer of control of the services given the nature of the performance obligation. For professional services that are billed on a time and materials basis, the Company applies the ‘as-invoiced’ practical expedient. Accordingly, revenue is generally recognized based on the amount that the Company has a right to invoice, as this amount corresponds directly with the value to the customer of the Company’s performance completed to date and is classified as Service revenue in the consolidated statements of operations and comprehensive loss. Software License The Company licenses software that is distinct and has significant stand-alone functionality (i.e., functional IP). Revenue attributable to such arrangements is typically recognized at the point in time when the customer is able to use and benefit from the software, which is generally upon delivery to the customer or upon the commencement of the renewal term. Software license revenue is classified as License and Other revenue in the consolidated statements of operations and comprehensive loss. Software Maintenance Software maintenance is comprised of stand-ready services including technical support services and unspecified software updates and upgrades, which are provided on a when-and-if-available basis. Software maintenance is transferred evenly using a time-elapsed output method over the contract term given it is a stand-ready obligation and there is no discernible pattern of performance. Software maintenance revenue is generally based on fixed fees. Payments are typically required annually in advance of the Company’s performance of the relevant services and recognized as revenue ratably over the maintenance term. This revenue is classified as Subscriptions and Support revenue in the consolidated statements of operations and comprehensive loss. Reseller Arrangements The Company has reseller arrangements with several third-party partners. For certain reseller arrangements, the Company does not control the products or services prior to when they are transferred to the customer, Revenue from these arrangements is recorded on a net basis. Reseller revenue is recognized at a point in time when the products or services are resold to the end customer as there are no outstanding performance obligations under these arrangements after the resale. The revenue for these arrangements is classified as License and Other revenue in the consolidated statements of operations and comprehensive loss. Principal vs. Agent From time to time the Company enters into arrangements with third parties to offer their products both as integrated into the Company’s offerings as well as add-ons for specific configurations with separate pricing. The Company considers the terms of our arrangements and the economics of the transactions with the third parties to determine the nature of our promise to the customer and whether or not the Company has control of the products or services prior to the transfer to the customer. Where we determine that the nature of our promise is to provide the underlying good or service, we recognize revenue on a gross basis (as the principal) and where the nature of the promise is primarily to facilitate the sale, we recognize revenue on a net basis (as the agent). Contract Cost Assets Contract and customer acquisition costs, consisting primarily of sales commissions, are incremental and recoverable costs of obtaining a contract. These costs are capitalized using the portfolio approach and are amortized over the expected period of benefit, which is the estimated life of the technology (determined to be approximately 7 years) provided in the underlying contract. The amortization is determined on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. Deferred commissions that will amortize within the next 12-month period are classified as current and included in prepaid expenses and other current assets. The remaining balance is classified as noncurrent and is included in other assets. The Company also applies the practical expedient to expense certain costs as incurred when the amortization period is expected to be one year or less. The practical expedient typically applies to the Company’s professional services offerings. Deferred Revenue The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when it can contractually invoice a customer and payment will become due solely based on the passage of time, a contract asset when revenue is recognized prior to invoicing and payment is contingent upon transfer of control of another separate performance obligation, or deferred revenue (contract liability) when consideration is received from or amounts are billed to customers which precedes its performance to fully satisfy the associated performance obligation(s). Deferred revenue primarily results from the revenue from our SaaS offerings that is billed in advance of when such services are provided by the Company. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as non-current. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that contracts generally do not include a significant financing component.
Fair Value Measurements	GAAP guidance for fair value measurements clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest-level input that is significant to the fair value measurement. Levels within the hierarchy are defined as follows: Level 1 —Unadjusted quoted prices in active markets for identical assets and liabilities; Level 2 —Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable, either directly or indirectly; and Level 3 —Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company does not have any assets or liabilities that are required to be recorded at fair value on a recurring basis using values determined by Level 2 or Level 3 inputs. The recorded amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other liabilities approximate the fair values principally because of their short-term nature. Short-term and long-term debt are reported at amortized costs in the Company’s consolidated balance sheets. The remaining financial instruments are reported in the Company’s consolidated balance sheets at amounts that approximate current fair values.
Concentration of Credit Risk	The Company’s cash, cash equivalents, and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are deposited with financial institutions that management believes are creditworthy. As of December 31, 2021 and December 31, 2020, substantially all the Company’s cash has been deposited in low-interest- bearing accounts. The Company maintains cash balances in excess of the Federal Deposit Insurance Corporation limits at certain financial institutions. We have deposits only with financial institutions believed to have high-quality credit.
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.
Accounts Receivable	Accounts receivable primarily includes trade accounts receivable from the Company’s customers. Allowances for doubtful accounts are established based on various factors, including, but not limited to, credit profiles of the Company’s customers, contractual terms and conditions, historical payments, and current economic trends. Accounts receivable are written off or credited on a case-by-case basis, net of any amounts that may be collected.
Property and Equipment	Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of software, equipment, and furniture and fixtures which is generally three Significant improvements that substantially extend the useful lives of assets are capitalized. Expenditures for maintenance and repairs are charged to expense as they are incurred.
Intangible Assets	Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values using the straight-line method designed to match the amortization to the benefits received.
Leases	An arrangement is or contains a lease if there are specified assets and the right to control the use of a specified asset is conveyed for a period in exchange for consideration. Upon lease inception, the Company classifies leases as either operating or capital leases. Leases are classified as capital leases when the terms of the lease transfers substantially all of the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. For leases that contain rent escalation or rent concession provisions, the Company records rent expense for the total rent payable during the lease term on a straight-line basis over the term of the lease. The Company records the difference between the rent paid and the straight line rent as a deferred rent liability in accrued expenses and other liabilities in the accompanying balance sheet for the current and non-current portions, respectively. Operating leases are not recognized on the consolidated balance sheet. For capital leases, the Company recognizes capital lease assets and corresponding lease liabilities within the consolidated balance sheet at lease commencement. For income statement purposes, the Company recognizes rent expense on a straight-line basis for operating leases. For capital leases, the Company recognizes interest expense associated with the capital lease liability and depreciation expense associated with the capital lease asset. For capital lease assets and leasehold improvements, the estimated useful lives are limited to either (i) the shorter of the useful life of the asset or (ii) the term of the lease.
Leases	An arrangement is or contains a lease if there are specified assets and the right to control the use of a specified asset is conveyed for a period in exchange for consideration. Upon lease inception, the Company classifies leases as either operating or capital leases. Leases are classified as capital leases when the terms of the lease transfers substantially all of the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. For leases that contain rent escalation or rent concession provisions, the Company records rent expense for the total rent payable during the lease term on a straight-line basis over the term of the lease. The Company records the difference between the rent paid and the straight line rent as a deferred rent liability in accrued expenses and other liabilities in the accompanying balance sheet for the current and non-current portions, respectively. Operating leases are not recognized on the consolidated balance sheet. For capital leases, the Company recognizes capital lease assets and corresponding lease liabilities within the consolidated balance sheet at lease commencement. For income statement purposes, the Company recognizes rent expense on a straight-line basis for operating leases. For capital leases, the Company recognizes interest expense associated with the capital lease liability and depreciation expense associated with the capital lease asset. For capital lease assets and leasehold improvements, the estimated useful lives are limited to either (i) the shorter of the useful life of the asset or (ii) the term of the lease.
Capitalized Product Development Costs	The Company’s software and website development costs are accounted for under the guidance for internal use software and website development costs. The costs in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, if: (1) the costs are direct and incremental and (2) management has determined that it is probable that the project will be completed and the software will be used to perform the function intended, internal and external costs are capitalized until the application is substantially complete and ready for its intended use. The Company makes ongoing evaluations of the recoverability of its capitalized software projects by comparing the net amount capitalized for each product to the estimated net realizable value of the product. If such evaluations indicate that the unamortized software development costs exceed the net realizable value, the Company writes off the amount by which the unamortized software development costs exceed net realizable value. Capitalized software development costs are being amortized on a straight-line basis over five years to cost of revenue. Useful lives are reviewed at least annually and adjusted if appropriate.
Capitalized Cloud Computing Arrangement Implementation Costs	The Company capitalizes certain qualifying costs to implement cloud computing hosting arrangements that are service contracts. Such qualifying costs include direct costs for third-party consulting services, and does not include software maintenance and training costs, which are expensed as incurred. Capitalization of these costs ceases once the software of the hosting arrangement is ready for its intended use. Capitalized costs, net of accumulated amortization, are included in prepaid expenses and non-current assets on the Company’s consolidated balance sheets and amortized using the straight-line method over the expected term of the associated arrangement, including periods that are reasonably expected to be renewed. The amount capitalized is included as a component of net cash used in operating activities in the statements of cash flows.
Capitalized Interest	Interest is capitalized on software products under development. Interest capitalization is based on rates applicable to borrowings outstanding during the period and the balance of qualified assets under development during the period. Capitalized interest is amortized over the useful lives of such assets and the amortization is reported as cost of revenue.
Goodwill Assets	Goodwill is the excess of the purchase price in a business combination over the fair value of identifiable net assets acquired. Goodwill is subject to periodic testing for impairment. Goodwill is assessed at least annually, but also whenever events or changes in circumstances indicate the carrying values may not be recoverable. Factors that could trigger an impairment review, include (a) significant underperformance relative to historical or projected future operating results; (b) significant changes in the manner of or use of the acquired assets or the strategy for the Company’s overall business, and (c) significant negative industry or economic trends.
Recoverability of Long-Lived and Intangible Assets	The Company evaluates the recoverability of its long-lived assets, including amortizable intangible and tangible assets in accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. No long-lived asset impairment losses were recorded by the Company during any of the periods presented.
Debt Issuance Costs and Debt Discount	The Company records debt issuance costs as a reduction to the carrying value of the related debt and such amounts are being amortized over the term of the related debt using the straight-line method of amortization, which approximates the effective interest method. Amortization of debt issuance costs are included in interest expense - net on the consolidated statements of operations and comprehensive loss. The Company accounts for the discounts as an adjustment to the carrying amount and then amortizes the discounts over the terms using the effective interest method.
Deferred Offering Costs	he Company recorded deferred offering costs as other assets on its consolidated balance sheets. The costs consist of costs incurred in connection with the Company’s IPO, including certain legal, accounting, printing, and other IPO related costs. After completion of the IPO, these costs were recorded in stockholders’ deficit as a reduction from the IPO proceeds.
Business Combinations	The Company accounts for acquisitions under the purchase method of accounting in accordance with ASC 805, Business Combinations. The consolidated statements of operations and comprehensive loss include the results of operations of the acquirees since the date of acquisition. The net assets of the acquisition were recorded at their estimated fair values as of the acquisition date. The fair values may change as the Company obtains additional information, and are expected to be finalized as soon as practicable, but not later than one year from the acquisition date (“measurement period”). Any changes in the fair value of assets and liabilities assumed during the measurement period may result in adjustments to goodwill.
Share-Based Compensation	Prior to the IPO, certain employees were granted unit-based awards by the Company’s predecessor entity, Holdings LLC, as profit interests based on the estimated fair value of the awards at the date of grant. Holdings LLC utilized the Black-Scholes pricing model for determining the estimated fair value of the unit-based awards on the date that the awards are granted. Given the absence of any active market for the shares underlying the awards, the fair value of the awards was determined with input from management and third-party valuations. In connection with the Organizational Transactions, certain of these outstanding unit-based awards were converted into restricted and unrestricted shares and restricted stock units (“RSUs”) of PowerSchool Holdings, Inc. After the IPO, the Company uses the publicly quoted price as reported on the New York Stock Exchange as the fair value of the restricted shares, unrestricted shares and its RSUs on their respective grant dates.
Income Taxes and Tax Receivable Agreement	Holdings LLC is treated as a partnership for income tax reporting purposes. Its members, including the Company, are liable for federal, state, and local income taxes based on their share of Holdings LLC’s taxable income. In addition, the Company is subject to U.S. federal, state, local, and foreign income taxes on the taxable income or loss of certain operating subsidiaries of Holdings LLC that are taxed at the entity level. We account for income taxes under the asset and liability method of accounting. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences. We recognize the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. We reduce the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that we will not realize some or all of the deferred tax asset. Significant judgment is required in determining the accounting for income taxes. In the ordinary course of business, many transactions and calculations arise where the ultimate tax outcome is uncertain. Our judgments, assumptions and estimates relative to the accounting for income taxes take into account current tax laws, our interpretation of current tax laws, and possible outcomes of future audits conducted by foreign and domestic tax authorities. Although we believe that our estimates are reasonable, the final tax outcome of matters could be different from our assumptions and estimates used when determining the accounting for income taxes. Such differences, if identified in future periods, could have a material effect on the amounts recorded in our consolidated financial statement . Interest and penalties related to unrecognized tax benefits are recorded as income tax expense. In connection with the Organizational Transactions, the Company entered into a Tax Receivable Agreement with Topco LLC, Vista Equity Partners and Onex whereby the Company agreed to pay 85% of the amount of certain tax benefits to such pre-IPO owners. Payments to be made under the Tax Receivable Agreement will vary depending on several factors, including applicable tax rates and the timing and amount of our future income. The Company accounts for amounts payable under the Tax Receivable Agreement in accordance with ASC Topic 450, Contingencies. As such, subsequent changes in the fair value of the Tax Receivable Agreement liability between reporting periods are recognized in the statement of operations. See Note 16, Income Taxes, for additional information on the Tax Receivable Agreement.
Cost of Revenue	The Company includes costs directly related to revenue as a component of cost of revenue. Personnel costs associated with cost of revenue consist of salaries, benefits, bonuses, payroll taxes and stock-based compensation expense. Subscriptions and support Subscriptions and support cost of revenue consists of costs directly related to subscription services, including personnel costs related to operating data centers and customer support operations, hosting and data center related costs, third-party software licenses and allocated facilities and overhead costs. Service Service cost of revenue consists of personnel costs related to the delivery of the Company’s service offerings, software, equipment, and information technology related expenses, third-party contractor costs, as well as travel and allocated facilities and overhead costs. License and other License and other cost of revenue consists primarily of personnel costs associated with delivering licenses, reseller arrangements, and allocated facilities and overhead costs. Depreciation and amortization Depreciation and amortization cost of revenue includes allocated depreciation of its computer and software equipment related to the Company’s customer support operations, hosting and data center related costs and amortization of the Company’s capitalized product development costs and technology intangible assets.
Research and Development	Research and development expenses consist primarily of personnel costs and the related overhead costs to support our staff, software and hardware costs, third-party professional fees, and allocated facilities and overhead costs.
Selling, General, and Administrative	S elling, ge neral, and administrative expenses consist primarily of personnel costs and the related overhead costs to support the Company’s staff across the corporate functions of sales, executive, finance, human resources, information technology, internal operations and legal, as well as sales commissions, third-party professional fees, bad debt expense, marketing and promotional activities, travel, and allocated costs for facilities and overhead costs.
Depreciation and Amortization	Depreciation and amortization costs include allocated depreciation of the Company’s property and equipment and amortization of customer relationship and trademark intangible assets.
Advertising Expense	Advertising costs are expensed as they are incurred. During the years ended December 31, 2021, 2020, and 2019, the Company incurred advertising costs of $4.1 million, $0.8 million, and $0.5 million, respectively. Advertising costs are included within sales, general, and administrative expenses on the consolidated statements of operations and comprehensive income (loss).
Foreign Currencies	The functional currency of our foreign entities is the local currency. Monetary assets and liabilities and transactions denominated in currencies other than an entity’s functional currency are remeasured into its functional currency using current exchange rates, whereas non-monetary assets and liabilities are remeasured using historical exchange rates. The gains and losses resulting from such remeasurements are classified within other expense (income) – net in the Company’s consolidated statements of operations and comprehensive income (loss) in the period of occurrence. The assets and liabilities of our foreign entities are translated into the Company’s reporting currency, US dollars, at exchange rates in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using the historical exchange rates. Adjustments resulting from translating foreign entity’s financial statements into US dollars are included in accumulated other comprehensive income (loss) as a separate component of stockholders’/members’ equity.
Comprehensive Income (Loss)	Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to certain changes that are recorded as an element of members’ equity but are excluded from net income (loss). The Company’s other comprehensive income (loss) consists of foreign currency translation adjustments from those subsidiaries not using the US dollar as their functional currency. The Company has disclosed accumulated comprehensive income (loss) as a component of stockholders’/members’ equity.
Segment Information	Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has one operating and reportable segment. The Company does not have material long-lived assets in geographic areas outside of the United States.
Earnings (Loss) Per Share Attributable to Common Stockholders ("EPS")	Basic earnings (loss) per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of Class A common stock outstanding during each period. The Company does not consider the shares of Class B common stock to be participating securities as the holders of Class B of common stock do not have any right to receive dividends or distributions upon the Company’s liquidation or winding up. Diluted net income (loss) per share attributable to common stockholders is computed by giving effect to all potential shares of common stock, including shares issuable upon conversion of our LLC Units and unvested RSUs and restricted stock awards to the extent they are dilutive. Prior to the IPO, Holdings LLC was a single member LLC and it did not have units or shares outstanding. The Company’s members’ equity was held solely by its parent entity. Accordingly, the inclusion of earnings per unit would not be relevant or provide a benefit to the users of the consolidated financial statements for the historical periods . Since we have reported net losses in the periods presented, potential dilutive shares of common stock are not assumed to have been issued as their effect would have been antidilutive. Therefore, diluted net loss per share attributable to PowerSchool Holdings, Inc. is the same as basic net loss per share attributable to PowerSchool Holdings, Inc.
Non-Controlling Interest	The Organizational Transactions described in Note 1 were executed concurrently with the IPO. As such, the net effect of these transactions along with accumulated net parent investment balance as of the IPO date was allocated on a pro rata based on the underlying ownership of shares.Further, due to the Company’s majority economic interest in Holdings LLC and status as its sole manager, the Company consolidates the financial results of Holdings LLC and reports a non-controlling interest on its consolidated statements of operations and comprehensive income (loss), representing the portion of net income (loss) and comprehensive income (loss) attributable to the holders of the minority interest in Holdings LLC subsequent to the IPO. This non-controlling interest is classified as permanent equity on the Company’s consolidated balance sheets.

BUSINESS COMBINATIONS (Tables)

BUSINESS COMBINATIONS (Tables)	12 Months Ended
	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Schedule of Assets Acquired and Liabilities Assumed	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): Consideration $ 81,101 Cash 5,227 Accounts receivable 5,737 Prepaid expenses and other assets 643 Property and equipment 300 Intangible assets 26,500 Accounts payable 1,958 Accrued expenses 2,414 Deferred revenue 5,024 Other 8 Non-current tax payable 2,202 Goodwill $ 54,300 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): Consideration $ 318,861 Accounts receivable 8,058 Prepaid expenses and other assets 13,967 Property and equipment 670 Other assets 26 Intangible assets 127,400 Accounts payable 1,814 Accrued expenses 4,427 Deferred revenue 29,618 Deferred taxes 29,465 Goodwill $ 234,064 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): Consideration $ 15,479 Cash 1,116 Accounts receivable 626 Prepaid expenses and other assets 357 Intangible assets 5,400 Deferred tax asset 1,824 Accounts payable 73 Accrued expenses 96 Deferred revenue 1,244 Goodwill $ 7,569

REVENUE (Tables)

REVENUE (Tables)	12 Months Ended
	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	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): Year Ended December 31, 2021 2020 2019 SaaS $ 368,105 $ 258,568 $ 196,206 Professional services 61,976 49,471 45,559 Software maintenance 109,191 112,285 111,955 License and other 19,326 14,564 11,271 Total revenue $ 558,598 $ 434,888 $ 364,991
Revenue by Geographical Area	Revenue by principal geographic areas based on where the customer is located was as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 515,043 $ 397,456 $ 332,144 Canada 35,447 31,057 26,781 Other 8,108 6,375 6,066 Total revenue $ 558,598 $ 434,888 $ 364,991
Schedules of Deferred Revenue	The changes in the deferred revenue balance were as follows (in thousands): December 31, 2021 December 31, 2020 Balance at beginning of period $ 235,190 $ 198,665 Decrease from revenue recognized (225,594) (194,930) Increase from acquisitions 26,952 5,024 Increase from current year net deferred revenue additions 264,609 226,431 Balance at end of period $ 301,157 $ 235,190
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): December 31, 2021 December 31, 2020 Contract costs, current $ 4,835 $ 2,903 Contract costs, noncurrent 18,454 14,548 Total contract costs $ 23,289 $ 17,451

ACCOUNTS RECEIVABLE (Tables)

ACCOUNTS RECEIVABLE (Tables)	12 Months Ended
	Dec. 31, 2021
Receivables [Abstract]
Schedule of Accounts Receivable, Net	Accounts receivable, net, is as follows (in thousands): December 31, 2021 December 31, 2020 Accounts receivable $ 53,367 $ 55,846 Less allowance (4,964) (7,869) Accounts receivable—net $ 48,403 $ 47,977
Accounts Receivable, Allowance for Credit Loss	The following tables presents the changes in the allowance for doubtful accounts (in thousands): December 31, 2021 December 31, 2020 Allowance for doubtful accounts, beginning balance $ 7,869 $ 6,901 Additions to (removals from) allowance for doubtful accounts (2,857) 1,157 Write-offs of bad debt expense (48) (189) Allowance for doubtful accounts, ending balance $ 4,964 $ 7,869

PROPERTY AND EQUIPMENT_NET (Tab

PROPERTY AND EQUIPMENT—NET (Tables)	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment by Category	Property and equipment by category are as follows (in thousands): December 31, 2021 December 31, 2020 Building $ 7,519 $ 7,519 Land 294 294 Computer and software 18,512 16,544 Furniture and fixtures 2,912 2,933 Leasehold improvements 3,963 4,228 Property and equipment 33,200 31,518 Less accumulated depreciation (17,524) (14,449) Property and equipment—net $ 15,676 $ 17,069

CAPITALIZED PRODUCT DEVELOPME_2

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Tables)	12 Months Ended
	Dec. 31, 2021
Research and Development [Abstract]
Schedule of Capitalized Product Development Costs	Capitalized product development costs and related accumulated amortization consist of the following (in thousands): December 31, 2021 December 31, 2020 Gross capitalized product development costs $ 109,290 $ 71,929 Less accumulated amortization (28,679) (13,035) Capitalized product development costs—net $ 80,611 $ 58,894 December 31, 2021 Weighted- Average Useful Life December 31, 2020 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 285,400 8 years $ 239,200 8 years Customer relationships 740,100 14 years 661,900 15 years Trademarks 52,700 9 years 44,300 9 years $ 1,078,200 $ 945,400 Accumulated Amortization Developed technology $ (100,704) $ (67,421) Customer relationships (155,012) (102,408) Trademarks (17,575) (12,112) $ (273,291) $ (181,941) Intangible Assets—Net Developed technology $ 184,696 $ 171,779 Customer relationships 585,088 559,492 Trademarks 35,125 32,188 $ 804,909 $ 763,459
Schedule of Estimated Future Amortization of Intangible Assets	Future estimated amortization expense on capitalized product developments projects is expected to be as follows as of December 31, 2021 (in thousands): Year Ending December 31, 2022 $ 20,818 2023 20,732 2024 17,617 2025 11,075 2026 5,166 Thereafter 5,203 Total $ 80,611 The estimated future amortization of intangible assets as of December 31, 2021, is as follows (in thousands): Year Ending December 31, 2022 $ 92,649 2023 92,649 2024 92,604 2025 92,469 2026 81,402 Thereafter 353,136 Total $ 804,909

GOODWILL (Tables)

GOODWILL (Tables)	12 Months Ended
	Dec. 31, 2021
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, 2019 $ 2,161,500 Additions due to acquisitions 54,300 Revision to goodwill balance (1,895) Other adjustments 1 (538) Balance—December 31, 2020 $ 2,213,367 Additions due to acquisitions 241,633 Other adjustments 1 (308) Balance—December 31, 2021 $ 2,454,692 _____________ 1 Includes adjustments of acquisition-date fair value within the one-year measurement period, including $0.3 million final settlement of working capital, which had no impact to earnings in any of the periods presented.

OTHER INTANGIBLE ASSETS_NET (Ta

OTHER INTANGIBLE ASSETS—NET (Tables)	12 Months Ended
	Dec. 31, 2021
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): December 31, 2021 December 31, 2020 Gross capitalized product development costs $ 109,290 $ 71,929 Less accumulated amortization (28,679) (13,035) Capitalized product development costs—net $ 80,611 $ 58,894 December 31, 2021 Weighted- Average Useful Life December 31, 2020 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 285,400 8 years $ 239,200 8 years Customer relationships 740,100 14 years 661,900 15 years Trademarks 52,700 9 years 44,300 9 years $ 1,078,200 $ 945,400 Accumulated Amortization Developed technology $ (100,704) $ (67,421) Customer relationships (155,012) (102,408) Trademarks (17,575) (12,112) $ (273,291) $ (181,941) Intangible Assets—Net Developed technology $ 184,696 $ 171,779 Customer relationships 585,088 559,492 Trademarks 35,125 32,188 $ 804,909 $ 763,459
Schedule of Amortization Expense of Intangible Assets	The following table summarizes the classification of amortization expense of intangible assets (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 33,283 $ 29,697 $ 27,000 Selling, general, and administrative expense 58,067 48,966 46,138 Total amortization of acquired intangible assets $ 91,350 $ 78,663 $ 73,138
Schedule of Estimated Future Amortization of Intangible Assets	Future estimated amortization expense on capitalized product developments projects is expected to be as follows as of December 31, 2021 (in thousands): Year Ending December 31, 2022 $ 20,818 2023 20,732 2024 17,617 2025 11,075 2026 5,166 Thereafter 5,203 Total $ 80,611 The estimated future amortization of intangible assets as of December 31, 2021, is as follows (in thousands): Year Ending December 31, 2022 $ 92,649 2023 92,649 2024 92,604 2025 92,469 2026 81,402 Thereafter 353,136 Total $ 804,909

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	The following table presents the detail of accrued expenses (in thousands): December 31, 2021 December 31, 2020 Accrued compensation $ 38,492 $ 29,345 Accrued interest 650 2,779 Accrued taxes 2,131 3,517 Other accrued expenses 29,894 18,057 Total accrued expenses $ 71,167 $ 53,698

LONG-TERM DEBT AND REVOLVING _2

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT (Tables)	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
Schedule of Outstanding Long-Term Debt	The following table presents the outstanding long-term debt (in thousands): December 31, 2021 December 31, 2020 Total outstanding principal—First Lien $ 751,750 $ 759,500 Total outstanding principal—Incremental Facility — 69,475 Total outstanding principal—Second Lien — 365,000 Total outstanding principal 751,750 1,193,975 Less current portion of long-term debt (7,750) (8,450) Less unamortized debt discount (992) (4,941) Less unamortized debt issuance costs (9,583) (20,258) Total long-term debt—net $ 733,425 $ 1,160,326
Schedule of Maturities of Long-Term Debt	Maturities on long-term debt outstanding as of December 31, 2021 are as follows (in thousands): Year Ending December 31, 2022 $ 7,750 2023 7,750 2024 7,750 2025 728,500 2026 — Total $ 751,750

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Lease Payments Under Operating Leases	Future minimum lease payments under non-cancelable operating lease agreements as of December 31, 2021 are as follows (in thousands): Year Ending December 31, 2022 $ 8,683 2023 4,131 2024 2,651 2025 1,373 2026 410 Total $ 17,248
Schedule of Other Contractual Obligations	As of December 31, 2021, our future non-cancelable minimum payments due under these contractual obligations with a remaining term of more than one year were as follows (in thousands): Year Ending December 31, 2022 $ 35,851 2023 17,805 2024 5,859 2025 682 2026 272 Total $ 60,469

SHARE-BASED COMPENSATION (Table

SHARE-BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
Schedule of MIU Activity	MIU activity for the years ended December 31, 2020 and 2019 through the consummation of the IPO on July 30, 2021 is as follows: Number of Underlying Units Weighted-Average Grant-Date Fair Value Outstanding—January 1, 2019 28,997,666 $ 1.27 Units granted 2,210,831 $ 1.36 Units canceled (2,306,110) $ 1.27 Outstanding—December 31, 2019 28,902,387 $ 1.28 Units granted 2,402,027 $ 0.92 Units canceled (3,161,164) $ 1.27 Outstanding—December 31, 2020 28,143,250 $ 1.25 Units canceled (166,430) $ 1.28 Outstanding—IPO (July 30, 2021) 27,976,820 $ 1.26 Vested—December 31, 2020 9,069,112 $ 1.28 Vested—IPO (July 30, 2021) 10,830,525 $ 1.26
Schedule of Restricted Stock Unit Activity	RSU and RSA activity for the period subsequent to the IPO through December 31, 2021 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Awards Weighted Average Grant Date Fair Value Balance—IPO (July 30, 2021) — — — — Granted 6,520,365 $ 24.66 657,661 $ 9.44 Vested — $ — (218,798) $ 9.20 Canceled (251,288) $ 18.83 — — Balance—December 31, 2021 6,269,077 $ 24.89 438,863 $ 9.56
Schedule of Share-based Compensation Expense	The following table presents the classification of share-based compensation in the accompanying consolidated statements of operations and comprehensive income (loss) (in thousands): Year-ended December 31, 2020 2021 2020 2019 Cost of revenue Subscriptions and support $ 1,634 $ 66 $ 67 Service 1,922 293 285 Research and development 5,198 969 1,009 Selling, general, and administrative 16,371 4,264 4,471 Total share-based compensation $ 25,125 $ 5,592 $ 5,832

EARNINGS (LOSS) PER SHARE ATT_2

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) (Tables)	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Schedule of Earnings (Loss) per Share	Year Ended December 31, 2021 2020 2019 Numerator: Net Loss $ (43,065) $ — $ — Less: net loss attributable to the noncontrolling interest (9,296) — — Net Loss attributable to PowerSchool Holdings, Inc. (33,769) — — Denominator: Weighted average shares of Class A common stock outstanding - basic and diluted 157,576,056 — — Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic and diluted $ (0.21) $ — $ —
Schedule of Antidilutive Shares	In addition, the following securities were not included in the computation of diluted shares outstanding for the year ended December 31, 2021 because they were antidilutive, but could potentially dilute earnings(loss) per share in the future: Year Ended December 31, 2021 2020 2019 Unvested Restricted Shares and RSUs 6,707,759 — — LLC Units 39,928,472 — — Total excluded from diluted EPS calculation 46,636,231 — —

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of Income before Income Tax, Domestic and Foreign	The components of income (loss) before provision for income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ (74,863) $ (54,610) $ (100,544) Foreign 9,383 8,001 7,163 Income (loss) before provision for income taxes $ (65,480) $ (46,609) $ (93,381)
Schedule of Components of Income Tax Expense (Benefit)	The components of income tax expense (benefit) were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 490 89 13 Foreign 2,142 1,844 2,538 Total current tax 2,632 1,933 2,551 Year Ended December 31, 2021 2020 2019 Deferred: Federal (21,341) (1,062) (4,569) State (2,248) (324) — Foreign (1,458) (508) (634) Total deferred tax (25,047) (1,894) (5,203) Total provision for income taxes $ (22,415) $ 39 $ (2,652)
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation of the income tax expense (benefit) at the U.S. federal statutory rate to the provision for income taxes is as follows: Year Ended December 31, 2021 2020 2019 U.S federal statutory rate 21.0 % 21.0 % 21.0 % Earnings not subject to tax (1.6) (5.8) (0.2) State tax expense, net of federal benefit 2.8 (1.0) (0.4) International tax holiday 1.9 — — Foreign earnings taxed at different rate (1.7) 0.7 (16.9) Share-based compensation (3.1) — — Other items (2.4) — — Change in valuation allowance 17.3 (15.0) (0.6) Effective tax rate 34.2 % (0.1) % 2.8 %
Schedule of Deferred Tax Assets and Liabilities	The types of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are set forth below (in thousands): As of December 31, 2021 2020 Deferred tax assets: Accruals and reserves $ — $ 295 Depreciation and amortization — 11 Charitable contribution — 20 Net operating loss and credit carryforwards 106,288 43,132 Tax credits — 428 Interest expense 19,175 11,118 Share-based compensation 1,974 — Other 17 — Total gross deferred tax assets 127,454 55,004 Less valuation allowance (466) (17,733) Total net deferred tax assets 126,988 37,271 Deferred tax liabilities: Investment in partnership (417,812) — Goodwill — (3,318) Depreciation and amortization (4,688) (40,436) Other (447) — Total gross deferred tax liabilities (422,947) (43,754) Net deferred tax liability $ (295,959) $ (6,483)
Schedule of Unrecognized Tax Benefits Roll Forward	A reconciliation of the beginning and ending amount of total gross unrecognized tax benefits, excluding accrued net interest and penalties, is as follows (in thousands): As of December 31, 2021 2020 Gross unrecognized income tax benefits - beginning balance 1,403 — Increase related to tax positions taken during the current year 323 — Increase related to the Organizational Transactions 5,502 — Gross increases related to acquired positions — 1,403 Gross unrecognized income tax benefits - ending balance 7,228 1,403

BUSINESS (Details)

BUSINESS (Details) - USD ($) $ / shares in Units, $ in Thousands	Aug. 10, 2021	Jul. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Underwriting discounts and commissions		$ 11,800		$ 11,753	$ 0	$ 0
Percentage of cash savings payable		85.00%
Over-Allotment Option
Class of Stock [Line Items]
Proceeds received from issuance of common stock	$ 92,900
Underwriting discounts and commissions	$ 5,100
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)		158,473,360		158,034,497	0
Percentage of voting power	79.80%		79.80%
Class A common stock | IPO
Class of Stock [Line Items]
Number of shares issued (in shares)		39,473,685
Common stock, par value (in dollars per share)		$ 0.0001
Offering price (in dollars per share)		$ 18
Proceeds received from issuance of common stock		$ 673,200
Underwriting discounts and commissions		$ 37,300
Class A common stock | Over-Allotment Option
Class of Stock [Line Items]
Number of shares issued (in shares)	5,447,581
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)		39,928,472		39,928,472	0
Percentage of voting power	20.20%		20.20%
Class B common stock | IPO Investors
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)	44,921,266
Class B common stock | Topco LLC
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)	39,928,472
Class B common stock | IPO
Class of Stock [Line Items]
Number of shares issued (in shares)		39,928,472
Common stock, par value (in dollars per share)		$ 0.0001
Common Class A, Unrestricted
Class of Stock [Line Items]
Number of shares issued (in shares)		1,208,770
Common Class A, Unrestricted | Topco LLC
Class of Stock [Line Items]
Number of shares issued (in shares)		1,208,770
Common Class A, Restricted
Class of Stock [Line Items]
Number of shares issued (in shares)		657,661
Common Class A, Restricted | Topco LLC
Class of Stock [Line Items]
Number of shares issued (in shares)		657,661
Participation Units | Topco LLC
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)	3,730,246

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	Jul. 30, 2021USD ($)	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2021USD ($)segment	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)
Property, Plant and Equipment [Line Items]
Decrease in equity		$ (1,234,745)		$ (1,234,745)
Goodwill impairment		0	$ 0	0	$ 0
Finite lived intangible asset impairment losses		0	0	0	0
Deferred offering costs		$ 0	$ 300	0	300
Underwriting discounts and commissions	$ 11,800			$ 11,753	0	$ 0
Payments to affiliates, as a percentage of total tax benefits		85.00%		85.00%
Advertising expenses				$ 4,100	800	500
Foreign currency exchange gains (losses)				$ 200	$ 500	$ 500
Number of operating segments | segment				1
Number of reportable segments | segment				1
Cumulative effect adjustment upon adoption of ASC 606
Property, Plant and Equipment [Line Items]
Increase in operating lease, right-of-use assets		$ 15,800		$ 15,800
Increase in operating lease liabilities		17,800		17,800
Decrease in equity		$ 1,400		$ 1,400
Technology
Property, Plant and Equipment [Line Items]
Estimated useful lives				7 years
Building
Property, Plant and Equipment [Line Items]
Estimated useful lives				20 years
Software Development
Property, Plant and Equipment [Line Items]
Estimated useful lives				5 years
Minimum | Software, Equipment and Site Improvements
Property, Plant and Equipment [Line Items]
Estimated useful lives				3 years
Minimum | Leasehold Improvements
Property, Plant and Equipment [Line Items]
Estimated useful lives				1 year
Maximum | Software, Equipment and Site Improvements
Property, Plant and Equipment [Line Items]
Estimated useful lives				10 years
Maximum | Leasehold Improvements
Property, Plant and Equipment [Line Items]
Estimated useful lives				9 years

BUSINESS COMBINATIONS - Narrati

BUSINESS COMBINATIONS - Narrative (Details) $ in Thousands	Dec. 01, 2021USD ($)	Mar. 03, 2021USD ($)	Oct. 28, 2020USD ($)	Dec. 31, 2021USD ($)	Dec. 31, 2021USD ($)acquisition	Dec. 31, 2020USD ($)acquisition	Dec. 31, 2019USD ($)
Business Acquisition [Line Items]
Number of acquisitions | acquisition					2	1
Acquisition costs					$ 7,299	$ 2,495	$ 2,519
Goodwill				$ 2,454,692	2,454,692	$ 2,213,367	$ 2,161,500
Hoonuit Holdings, LLC
Business Acquisition [Line Items]
Consideration transferred			$ 81,100
Acquisition costs			2,400
Goodwill			$ 54,300
Hobsons, Inc.
Business Acquisition [Line Items]
Consideration transferred		$ 318,900
Acquisition costs				$ 4,900	$ 4,900
Goodwill		$ 234,064
Kickboard, Inc.
Business Acquisition [Line Items]
Consideration transferred	$ 15,500
Acquisition costs	1,100
Goodwill	$ 7,569

BUSINESS COMBINATIONS - Assets

BUSINESS COMBINATIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 01, 2021	Mar. 03, 2021	Dec. 31, 2020	Oct. 28, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 2,454,692			$ 2,213,367		$ 2,161,500
Hoonuit Holdings, LLC
Business Acquisition [Line Items]
Consideration					$ 81,101
Cash					5,227
Accounts receivable					5,737
Prepaid expenses and other assets					643
Property and equipment					300
Intangible assets					26,500
Accounts payable					1,958
Accrued expenses					2,414
Deferred revenue					5,024
Other					8
Non-current tax payable					2,202
Goodwill					$ 54,300
Hobsons, Inc.
Business Acquisition [Line Items]
Consideration			$ 318,861
Accounts receivable			8,058
Prepaid expenses and other assets			13,967
Property and equipment			670
Other assets			26
Intangible assets			127,400
Accounts payable			1,814
Accrued expenses			4,427
Deferred revenue			29,618
Deferred taxes			29,465
Goodwill			$ 234,064
Kickboard, Inc.
Business Acquisition [Line Items]
Consideration		$ 15,479
Cash		1,116
Accounts receivable		626
Prepaid expenses and other assets		357
Intangible assets		5,400
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets		1,824
Accounts payable		73
Accrued expenses		96
Deferred revenue		1,244
Goodwill		$ 7,569

REVENUE - Disaggregation of Rev

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total revenue	$ 558,598	$ 434,888	$ 364,991
United States
Disaggregation of Revenue [Line Items]
Total revenue	515,043	397,456	332,144
Canada
Disaggregation of Revenue [Line Items]
Total revenue	35,447	31,057	26,781
Other
Disaggregation of Revenue [Line Items]
Total revenue	8,108	6,375	6,066
SaaS
Disaggregation of Revenue [Line Items]
Total revenue	368,105	258,568	196,206
Professional services
Disaggregation of Revenue [Line Items]
Total revenue	61,976	49,471	45,559
Software maintenance
Disaggregation of Revenue [Line Items]
Total revenue	109,191	112,285	111,955
License and other
Disaggregation of Revenue [Line Items]
Total revenue	$ 19,326	$ 14,564	$ 11,271

REVENUE - Changes in Deferred R

REVENUE - Changes in Deferred Revenues (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Contract with Customer, Liability [Roll Forward]
Balance at beginning of period	$ 235,190	$ 198,665
Decrease from revenue recognized	(225,594)	(194,930)
Increase from acquisitions	26,952	5,024
Increase from current year net deferred revenue additions	264,609	226,431
Balance at end of period	$ 301,157	$ 235,190

REVENUE - Performance Obligatio

REVENUE - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01	Dec. 31, 2021
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Percentage of remaining performance obligations expected to be recognized	98.00%
Performance obligations expected to be recognized, expected timing	12 months

REVENUE - Contract Cost Assets

REVENUE - Contract Cost Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Contract costs, current	$ 4,835	$ 2,903
Contract costs, noncurrent	18,454	14,548
Total contract costs	23,289	17,451
Amortization expense for contract costs	$ 3,400	$ 2,000	$ 800

ACCOUNTS RECEIVABLE - Schedule

ACCOUNTS RECEIVABLE - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Receivables [Abstract]
Accounts receivable	$ 53,367	$ 55,846
Less allowance	(4,964)	(7,869)	$ (6,901)
Accounts receivable—net	$ 48,403	$ 47,977

ACCOUNTS RECEIVABLE - Schedul_2

ACCOUNTS RECEIVABLE - Schedule of Allowance for Credit Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for doubtful accounts, beginning balance	$ 7,869	$ 6,901
Additions to (removals from) allowance for doubtful accounts	(2,857)	1,157
Write-offs of bad debt expense	(48)	(189)
Allowance for doubtful accounts, ending balance	$ 4,964	$ 7,869

PROPERTY AND EQUIPMENT_NET (Det

PROPERTY AND EQUIPMENT—NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property and equipment	$ 33,200	$ 31,518
Less accumulated depreciation	(17,524)	(14,449)
Property and equipment—net	15,676	17,069
Depreciation of property and equipment	6,485	7,344	$ 7,809
Building
Property, Plant and Equipment [Line Items]
Property and equipment	7,519	7,519
Land
Property, Plant and Equipment [Line Items]
Property and equipment	294	294
Computer and software
Property, Plant and Equipment [Line Items]
Property and equipment	18,512	16,544
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment	2,912	2,933
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	$ 3,963	$ 4,228

CAPITALIZED PRODUCT DEVELOPME_3

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Gross capitalized product development costs	$ 109,290	$ 71,929
Less accumulated amortization	(28,679)	(13,035)
Capitalized product development costs—net	80,611	58,894
Capitalized Computer Software, Amortization Expense, Maturity Schedule [Abstract]
2022	92,649
2023	92,649
2024	92,604
2025	92,469
2026	81,402
Thereafter	353,136
Total	804,909	763,459
Amortization of capitalized product development costs	15,644	9,737	$ 3,193
Capitalized Product Development Projects
Capitalized Computer Software, Amortization Expense, Maturity Schedule [Abstract]
2022	20,818
2023	20,732
2024	17,617
2025	11,075
2026	5,166
Thereafter	5,203
Total	80,611
Amortization of capitalized product development costs	$ 15,700	$ 9,700	$ 3,200

GOODWILL (Details)

GOODWILL (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Beginning balance	$ 2,213,367	$ 2,161,500
Additions due to acquisitions	241,633	54,300
Revision to goodwill balance		(1,895)
Other adjustments	(308)	(538)
Ending balance	2,454,692	$ 2,213,367
Adjustment for final settlement of working capital	$ 300

OTHER INTANGIBLE ASSETS_NET - C

OTHER INTANGIBLE ASSETS—NET - Carrying Values of Acquired Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 1,078,200	$ 945,400
Accumulated Amortization	(273,291)	(181,941)
Total	804,909	763,459
Developed technology
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	285,400	239,200
Accumulated Amortization	(100,704)	(67,421)
Total	$ 184,696	$ 171,779
Weighted- Average Useful Life	8 years	8 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 740,100	$ 661,900
Accumulated Amortization	(155,012)	(102,408)
Total	$ 585,088	$ 559,492
Weighted- Average Useful Life	14 years	15 years
Trademarks
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 52,700	$ 44,300
Accumulated Amortization	(17,575)	(12,112)
Total	$ 35,125	$ 32,188
Weighted- Average Useful Life	9 years	9 years

OTHER INTANGIBLE ASSETS_NET - A

OTHER INTANGIBLE ASSETS—NET - Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 91,350	$ 78,663	$ 73,138
Cost of revenue
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	33,283	29,697	27,000
Selling, general, and administrative
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 58,067	$ 48,966	$ 46,138

OTHER INTANGIBLE ASSETS_NET - E

OTHER INTANGIBLE ASSETS—NET - Estimated Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2022	$ 92,649
2023	92,649
2024	92,604
2025	92,469
2026	81,402
Thereafter	353,136
Total	$ 804,909	$ 763,459

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued compensation	$ 38,492	$ 29,345
Accrued interest	650	2,779
Accrued taxes	2,131	3,517
Other accrued expenses	29,894	18,057
Total accrued expenses	$ 71,167	$ 53,698

LONG-TERM DEBT AND REVOLVING _3

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Narrative (Details) - USD ($) $ in Thousands	Mar. 03, 2021	Nov. 22, 2019	Aug. 01, 2018	Aug. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jul. 30, 2021	Nov. 25, 2020	Jun. 30, 2020
Debt Instrument [Line Items]
Debt discounts					$ 992	$ 4,941
Debt issuance costs					9,583	20,258
Outstanding balance					0	40,000
Loss on extinguishment of debt				$ 12,900	$ 12,905	$ 0	$ 0
Secured Debt | First Lien
Debt Instrument [Line Items]
Aggregate principal amount			$ 775,000
Debt discounts			1,900
Debt issuance costs			$ 18,700
Percentage of principal due quarterly			0.25%
Secured Debt | First Lien | LIBOR
Debt Instrument [Line Items]
Applicable margin			3.25%
Interest rate					3.10%	3.40%
Secured Debt | Second Lien
Debt Instrument [Line Items]
Aggregate principal amount			$ 365,000
Debt discounts			3,700
Debt issuance costs			$ 11,000
Repayments of debt				365,000
Secured Debt | Second Lien | LIBOR
Debt Instrument [Line Items]
Applicable margin			6.75%
Interest rate					6.85%	6.90%
Secured Debt | Incremental Facility
Debt Instrument [Line Items]
Aggregate principal amount		$ 70,000
Debt discounts		1,400
Debt issuance costs		$ 500
Percentage of principal due quarterly										0.25%
Repayments of debt				69,100
Secured Debt | Incremental Facility | LIBOR
Debt Instrument [Line Items]
Applicable margin		4.50%
Interest rate						5.50%
Secured Debt | Incremental Facility | LIBOR | Minimum
Debt Instrument [Line Items]
Applicable margin		1.00%
Bridge Loan | Bridge Loan
Debt Instrument [Line Items]
Aggregate principal amount	$ 320,000
Repayments of debt				$ 320,000
Bridge Loan | Bridge Loan | Third Parties
Debt Instrument [Line Items]
Debt issuance costs	500
Bridge Loan | Bridge Loan | Lenders
Debt Instrument [Line Items]
Debt issuance costs	$ 4,800
Bridge Loan | Bridge Loan | LIBOR
Debt Instrument [Line Items]
Applicable margin	3.00%
Interest rate					3.60%
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Debt issuance costs								$ 700
Increase in borrowing capacity								109,000	$ 60,000
Maximum borrowing capacity					$ 289,000	$ 180,000		$ 289,000	$ 180,000
Revolving credit, debt issuance costs					3,400
Borrowings from revolving credit facility					$ 95,000
Outstanding balance						$ 40,000
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 | LIBOR
Debt Instrument [Line Items]
Applicable margin			3.25%
Step-down percentage			0.50%

LONG-TERM DEBT AND REVOLVING _4

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Schedule of Outstanding Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Nov. 22, 2019	Aug. 01, 2018
Debt Instrument [Line Items]
Total outstanding principal	$ 751,750	$ 1,193,975
Less current portion of long-term debt	(7,750)	(8,450)
Less unamortized debt discount	(992)	(4,941)
Less unamortized debt issuance costs	(9,583)	(20,258)
Total long-term debt—net	733,425	1,160,326
Secured Debt | First Lien
Debt Instrument [Line Items]
Total outstanding principal	751,750	759,500
Less unamortized debt discount				$ (1,900)
Less unamortized debt issuance costs				(18,700)
Secured Debt | Incremental Facility
Debt Instrument [Line Items]
Total outstanding principal	0	69,475
Less unamortized debt discount			$ (1,400)
Less unamortized debt issuance costs			$ (500)
Secured Debt | Second Lien
Debt Instrument [Line Items]
Total outstanding principal	$ 0	$ 365,000
Less unamortized debt discount				(3,700)
Less unamortized debt issuance costs				$ (11,000)

LONG-TERM DEBT AND REVOLVING _5

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Maturities of Long-Term Debt (Details) $ in Thousands	Dec. 31, 2021USD ($)
Maturities of Long-term Debt [Abstract]
2022	$ 7,750
2023	7,750
2024	7,750
2025	728,500
2026	0
Total	$ 751,750

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Commitments and Contingencies [Line Items]
Rent expense	$ 8.2	$ 8	$ 5.9
Remaining balance of financing obligations	4.5	4.5
Estimated liability for incurred, but not reported, medical claims	1.2	$ 1.5
Data Center, Cloud Hosting Arrangements and Other Services
Commitments and Contingencies [Line Items]
Remaining aggregate minimum purchase commitment	$ 60.5

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2021USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2022	$ 8,683
2023	4,131
2024	2,651
2025	1,373
2026	410
Total	$ 17,248

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES - Other Contractual Obligations (Details) $ in Thousands	Dec. 31, 2021USD ($)
Other Commitment, Fiscal Year Maturity [Abstract]
2022	$ 35,851
2023	17,805
2024	5,859
2025	682
2026	272
Total	$ 60,469

STOCKHOLDERS_ EQUITY AND NON-_2

STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST (Details) - $ / shares	Aug. 10, 2021	Sep. 30, 2021	Dec. 31, 2021	Jul. 30, 2021	Jul. 27, 2021	Dec. 31, 2020
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			20.20%
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)			158,034,497	158,473,360		0
Common stock, shares outstanding (in shares)			158,034,497	158,473,360		0
Percentage of voting power	79.80%	79.80%
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)			39,928,472	39,928,472		0
Common stock, shares outstanding (in shares)			39,928,472	39,928,472		0
Percentage of voting power	20.20%	20.20%

SHARE-BASED COMPENSATION - Narr

SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands	Sep. 28, 2021	Jul. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense					$ 25,125	$ 5,592	$ 5,832
Future compensation cost related to unvested units			$ 147,800	$ 147,800	$ 147,800
Future compensation cost recognition period					3 years 4 months 24 days
Common Class A, Unrestricted
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued (in shares)		1,208,770
Common Class A, Restricted
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued (in shares)		657,661
Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value of outstanding MIUs						$ 10,700	$ 700
Management Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		2 years			4 years
Percentage of investor's equity interest		25.00%
Compensation expense			$ 6,300
Units granted (in shares)						2,402,027	2,210,831
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)				6,520,365
Restricted Stock Units | Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		2 years
Units granted (in shares)	528,618
Restricted Stock Units | 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
Shares reserved for future issuance (in shares)		19,315,000
Vesting percentage		25.00%

SHARE-BASED COMPENSATION - Sche

SHARE-BASED COMPENSATION - Schedule of MIU Activity (Details) - Management Incentive Units - $ / shares	7 Months Ended	12 Months Ended
	Jul. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Underlying Units
Beginning balance (in shares)	28,143,250	28,902,387	28,997,666
Units granted (in shares)		2,402,027	2,210,831
Units canceled (in shares)	(166,430)	(3,161,164)	(2,306,110)
Ending balance (in shares)	27,976,820	28,143,250	28,902,387
Number of underlying units, vested (in shares)	10,830,525	9,069,112
Weighted-Average Grant-Date Fair Value
Beginning balance (in dollars per share)	$ 1.25	$ 1.28	$ 1.27
Units granted (in dollars per share)		0.92	1.36
Units canceled (in dollars per share)	1.28	1.27	1.27
Ending balance (in dollars per share)	1.26	1.25	$ 1.28
Weighted-average grant date-fair value, vested (in dollars per share)	$ 1.26	$ 1.28

SHARE-BASED COMPENSATION - Sc_2

SHARE-BASED COMPENSATION - Schedule of Restricted Stock Unit and Restricted Stock Awards Activity (Details)	5 Months Ended
	Dec. 31, 2021$ / sharesshares
Restricted Stock Units
Restricted Stock Units
Beginning balance (in shares) | shares	0
Granted (in shares) | shares	6,520,365
Vested (in shares) | shares	0
Canceled (in shares) | shares	(251,288)
Ending balance (in shares) | shares	6,269,077
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 0
Granted (in dollars per share) | $ / shares	24.66
Vested (in dollars per share) | $ / shares	0
Canceled (in dollars per share) | $ / shares	18.83
Ending balance (in dollars per share) | $ / shares	$ 24.89
Restricted Stock Awards
Restricted Stock Units
Beginning balance (in shares) | shares	0
Granted (in shares) | shares	657,661
Vested (in shares) | shares	(218,798)
Canceled (in shares) | shares	0
Ending balance (in shares) | shares	438,863
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 0
Granted (in dollars per share) | $ / shares	9.44
Vested (in dollars per share) | $ / shares	9.20
Canceled (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	$ 9.56

SHARE-BASED COMPENSATION - Shar

SHARE-BASED COMPENSATION - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 25,125	$ 5,592	$ 5,832
Cost of revenue | Subscriptions and support
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	1,634	66	67
Cost of revenue | Service
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	1,922	293	285
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	5,198	969	1,009
Selling, general, and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 16,371	$ 4,264	$ 4,471

EARNINGS (LOSS) PER SHARE ATT_3

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) - Schedule of Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Jul. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net loss	$ (41,556)	$ (1,509)	$ (43,065)	$ (46,648)	$ (90,729)
Less: Net loss attributable to non-controlling interest			(9,296)	0	0
Net loss attributable to PowerSchool Holdings, Inc.			$ (33,769)	$ (46,648)	$ (90,729)
Denominator:
Weighted average shares of Class A common stock outstanding - basic (in shares)			157,576,056	0	0
Weighted average shares of Class A common stock outstanding - diluted (in shares)			157,576,056	0	0
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share)			$ (0.21)	$ 0	$ 0
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share)			$ (0.21)	$ 0	$ 0

EARNINGS (LOSS) PER SHARE ATT_4

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) - Schedule of Antidilutive Shares (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	46,636,231	0	0
Unvested Restricted Shares and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	6,707,759	0	0
LLC Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	39,928,472	0	0

INCOME TAXES - Income (Loss) be

INCOME TAXES - Income (Loss) before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
United States	$ (74,863)	$ (54,610)	$ (100,544)
Foreign	9,383	8,001	7,163
Loss before income taxes	$ (65,480)	$ (46,609)	$ (93,381)

INCOME TAXES - Schedule of Inco

INCOME TAXES - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 0	$ 0	$ 0
State	490	89	13
Foreign	2,142	1,844	2,538
Total current tax	2,632	1,933	2,551
Deferred:
Federal	(21,341)	(1,062)	(4,569)
State	(2,248)	(324)	0
Foreign	(1,458)	(508)	(634)
Total deferred tax	(25,047)	(1,894)	(5,203)
Total provision for income taxes	$ (22,415)	$ 39	$ (2,652)

INCOME TAXES - Effective Income

INCOME TAXES - Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
U.S federal statutory rate	21.00%	21.00%	21.00%
Earnings not subject to tax	(1.60%)	(5.80%)	(0.20%)
State tax expense, net of federal benefit	2.80%	(1.00%)	(0.40%)
International tax holiday	1.90%	0.00%	0.00%
Foreign earnings taxed at different rate	(1.70%)	0.70%	(16.90%)
Share-based compensation	(3.10%)	0.00%	0.00%
Other items	(2.40%)	0.00%	0.00%
Change in valuation allowance	17.30%	(15.00%)	(0.60%)
Effective tax rate	34.20%	(0.10%)	2.80%

INCOME TAXES - Schedule of Sign

INCOME TAXES - Schedule of Significant Components of Net Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Accruals and reserves	$ 0	$ 295
Depreciation and amortization	0	11
Charitable contribution	0	20
Net operating loss and credit carryforwards	106,288	43,132
Tax credits	0	428
Interest expense	19,175	11,118
Share-based compensation	1,974	0
Other	17	0
Total gross deferred tax assets	127,454	55,004
Less valuation allowance	(466)	(17,733)
Total net deferred tax assets	126,988	37,271
Deferred tax liabilities:
Investment in partnership	(417,812)	0
Goodwill	0	(3,318)
Depreciation and amortization	(4,688)	(40,436)
Other	(447)	0
Total gross deferred tax liabilities	(422,947)	(43,754)
Net deferred tax liability	$ (295,959)	$ (6,483)

INCOME TAXES - Narrative (Detai

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Operating loss carryforwards	$ 410,000
Unrecognized tax benefits	$ 7,228	$ 1,403	$ 0
Payments to affiliates, as a percentage of total tax benefits	85.00%
Remaining percentage of tax benefits	15.00%
Liability recorded under tax receivable agreement	$ 404,400

INCOME TAXES - Schedule of Unre

INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Gross unrecognized income tax benefits - beginning balance	$ 1,403	$ 0
Increase related to tax positions taken during the current year	323	0
Increase related to the Organizational Transactions	5,502	0
Gross increases related to acquired positions	0	1,403
Gross unrecognized income tax benefits - ending balance	$ 7,228	$ 1,403

RELATED-PARTY TRANSACTIONS (Det

RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	Mar. 03, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Consulting and Implementation Services | Affiliated Entity
Related Party Transaction [Line Items]
Costs of related party services		$ 0.5	$ 0.7	$ 1.1
Amounts due from (to) related parties		(0.1)	(0.1)
Consulting and Implementation Services | Onex Partners Manager LP
Related Party Transaction [Line Items]
Costs of related party services		0.1	0.1	0.2
Consulting and Implementation Services | Affiliated Entity with Common Ownership
Related Party Transaction [Line Items]
Amounts due from (to) related parties		(0.1)	(1.2)
Purchases from related parties		2.9	$ 2.8	$ 1.7
Reseller Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Term of related party agreement	10 years
Amount of transactions with related parties	$ 32.4
Selling, general and administrative expenses recognized		8
Transition Service Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Amounts due from (to) related parties		0.7
Term of related party agreement	18 months
Access and Use Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Term of related party agreement	1 year
Amount of transactions with related parties	$ 1
Selling, general and administrative expenses recognized		$ 0.8

EMPLOYEE BENEFIT PLANS (Details

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Employer matching contributions	$ 8.8	$ 7.3	$ 5.7

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Kinvolved, Inc. - Subsequent Event $ in Millions	1 Months Ended
	Jan. 31, 2022USD ($)
Subsequent Event [Line Items]
Consideration transferred	$ 15.5
Contingent consideration liability	$ 8

Uncategorized Items - pwsc-2021

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2014-09 [Member]