PowerSchool (PWSC) 10-Q 8 Nov 22 2022 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Oct. 31, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
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 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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		199,421,799
Entity Central Index Key	0001835681
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 108,873	$ 86,479
Accounts receivable—net of allowance of $6,160 and $4,964 respectively	102,402	48,403
Prepaid expenses and other current assets	36,889	38,423
Total current assets	248,164	173,305
Property and equipment - net	6,793	15,676
Operating lease right-of-use assets	9,962	0
Capitalized product development costs - net	98,338	80,611
Goodwill	2,486,423	2,454,692
Intangible assets - net	745,805	804,909
Other assets	28,562	27,489
Total assets	3,624,047	3,556,682
Current Liabilities:
Accounts payable	6,509	12,449
Accrued expenses	73,255	71,167
Operating lease liabilities, current	6,419	0
Deferred revenue, current	363,754	294,276
Current portion of long-term debt	7,750	7,750
Total current liabilities	457,687	385,642
Noncurrent Liabilities:
Other liabilities	2,315	7,423
Operating lease liabilities—net of current	9,241	0
Deferred taxes	294,682	295,959
Tax Receivable Agreement liability	397,679	404,394
Deferred revenue—net of current	4,962	6,881
Long-term debt, net	729,818	733,425
Total liabilities	1,896,384	1,833,724
Commitments and contingencies (Note 13)
Stockholders'/Members’ Equity:
Additional paid-in capital	1,429,664	1,399,967
Accumulated other comprehensive loss	(1,960)	(216)
Accumulated deficit	(185,629)	(165,026)
Total stockholders'/members’ equity attributable to PowerSchool Holdings, Inc.	1,242,095	1,234,745
Non-controlling interest	485,568	488,213
Total stockholders'/members’ equity	1,727,663	1,722,958
Total liabilities and stockholders'/members' equity	3,624,047	3,556,682
Class A common stock
Stockholders'/Members’ Equity:
Common stock	16	16
Class B common stock
Stockholders'/Members’ Equity:
Common stock	$ 4	$ 4

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accounts receivable, allowance for credit losses	$ 6,160	$ 4,964
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)	159,365,089	158,034,497
Common stock, shares outstanding (in shares)	159,365,089	158,034,497
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
Common stock, shares outstanding (in shares)	39,928,472	39,928,472

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue:
Total revenue	$ 162,434	$ 148,952	$ 469,617	$ 412,502
Cost of revenue:
Depreciation and amortization	14,839	13,094	43,069	37,696
Total cost of revenue	69,787	63,332	205,747	175,016
Gross profit	92,647	85,620	263,870	237,486
Operating expenses:
Research and development	27,821	24,400	80,528	64,874
Selling, general, and administrative	45,530	47,276	133,117	103,260
Acquisition costs	11	295	2,630	6,074
Depreciation and amortization	15,955	16,103	48,050	46,816
Total operating expenses	89,317	88,074	264,325	221,024
Income (loss) from operations	3,330	(2,454)	(455)	16,462
Interest expense—Net	11,158	12,857	26,923	51,416
Other expenses (income) —Net	(3,100)	(403)	(3,677)	(634)
Loss before income taxes	(4,728)	(27,813)	(23,701)	(47,225)
Income tax expense (benefit)	(811)	(2,685)	794	(20,035)
Net loss	(3,917)	(25,128)	(24,495)	(27,190)
Less: Net loss attributable to non-controlling interest	(1,389)	(5,752)	(5,330)	(5,752)
Net loss attributable to PowerSchool Holdings, Inc.	$ (2,528)	$ (19,376)	$ (19,165)	$ (21,438)
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share)	$ (0.02)	$ (0.12)	$ (0.12)	$ (0.14)
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share)	$ (0.02)	$ (0.12)	$ (0.12)	$ (0.14)
Weighted average shares of Class A common stock outstanding - basic (in shares)	158,812,536	156,962,167	158,387,266	156,962,167
Weighted average shares of Class A common stock outstanding - diluted (in shares)	158,812,536	156,962,167	158,387,266	156,962,167
Other comprehensive income (loss) —Foreign currency translation	$ (741)	$ (336)	$ (1,744)	$ (564)
Total other comprehensive income (loss)	(741)	(336)	(1,744)	(564)
Less: comprehensive income (loss) attributable to non-controlling interest	(149)	(11)	(350)	(57)
Comprehensive loss attributable to PowerSchool Holdings, Inc.	(3,120)	(19,701)	(20,559)	(21,945)
Subscriptions and support
Revenue:
Total revenue	137,095	124,272	401,870	349,126
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	39,009	35,138	114,303	97,802
Service
Revenue:
Total revenue	19,933	18,497	55,114	47,533
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	14,852	14,482	45,585	37,971
License and other
Revenue:
Total revenue	5,406	6,183	12,633	15,843
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	$ 1,087	$ 618	$ 2,790	$ 1,547

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’/ MEMBERS’ EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Class A common stock	Class B common stock	Members investment	Common stock Class A common stock	Common stock Class B common stock	Additional paid-in capital	Accumulated other comprehensive loss	Accumulated deficit	Accumulated deficit Cumulative Effect, Period of Adoption, Adjustment	Non-controlling interest
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]
Management incentive unit and share-based compensation	1,364				1,364
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net [Abstract]
Repurchase of management incentive units	(448)
Foreign currency translation	153								153
Net loss	483									483
Member's investment, ending balance at Mar. 31, 2021	1,679,425				1,856,646				594	(177,815)
Member's investment, beginning balance at Dec. 31, 2020	1,677,873				1,855,730				441	(178,298)
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net [Abstract]
Net loss	(27,190)
Member's investment, ending balance at Sep. 30, 2021	1,726,799				0				(226)	(152,695)
Stockholders' equity, ending balance (in shares) at Sep. 30, 2021						157,918,000
Stockholders' equity, ending balance at Sep. 30, 2021								$ 1,390,251				$ 489,449
Member's investment, beginning balance at Dec. 31, 2020	$ 1,677,873				1,855,730				441	(178,298)
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net [Abstract]
Cumulative effect adjustment upon adoption of ASC 842 (note 2)	Accounting Standards Update 2016-02 [Member]
Stockholders' equity, ending balance (in shares) at Dec. 31, 2021						158,034,000	39,928,000
Stockholders' equity, ending balance at Dec. 31, 2021	$ 1,722,958	$ (1,437)				$ 16	$ 4	1,399,967	(216)	(165,026)	$ (1,437)	488,213
Member's investment, beginning balance at Mar. 31, 2021	1,679,425				1,856,646				594	(177,815)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Management incentive unit and share-based compensation	1,373				1,373
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net [Abstract]
Repurchase of management incentive units					(448)					0
Foreign currency translation	(381)								(381)
Net loss	(2,545)									(2,545)
Member's investment, ending balance at Jun. 30, 2021	1,677,872				1,858,019				213	(180,360)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Management incentive unit and share-based compensation	467				467
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net [Abstract]
Foreign currency translation	(55)								(55)
Net loss	553									553
Member's investment, ending balance at Jul. 30, 2021	1,678,837				1,858,486				158
Stockholders' equity, ending balance at Jul. 30, 2021										(179,807)
Member's investment, beginning balance at Jun. 30, 2021	1,677,872				1,858,019				213	(180,360)
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net [Abstract]
Repurchase of management incentive units	0				0
Allocation of equity to noncontrolling interests	0
Net loss	(25,128)
Member's investment, ending balance at Sep. 30, 2021	1,726,799				0				(226)	(152,695)
Stockholders' equity, ending balance (in shares) at Sep. 30, 2021						157,918,000
Stockholders' equity, ending balance at Sep. 30, 2021								1,390,251				489,449
Member's investment, beginning balance at Jul. 30, 2021	1,678,837				1,858,486				158
Stockholders' equity, beginning balance at Jul. 30, 2021										(179,807)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Management incentive unit and share-based compensation	10,907							10,907
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net [Abstract]
Foreign currency translation	(384)								(384)
Allocation of equity to noncontrolling interests	0							(2,097)				2,097
Adjustments to deferred taxes	(287,549)							(287,549)
Net loss	(25,681)									(19,929)		(5,752)
Member's investment, ending balance at Sep. 30, 2021	1,726,799				0				(226)	(152,695)
Stockholders' equity, ending balance (in shares) at Sep. 30, 2021						157,918,000
Stockholders' equity, ending balance at Sep. 30, 2021								1,390,251				489,449
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net [Abstract]
Issuance of common stock			$ 754,464	$ 4		$ 16	$ 4	754,448
Issuance of common stock (in shares)						157,918,000	39,928,000
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests					(1,858,486)			1,370,041				488,445
Adjustments To Additional Paid-In Capital, Distributions to Parent And Affiliates, Net								(51,700)		47,041		4,659
Adjustments to Additional Paid In Capital, Establishment of Tax Receivable Agreement			$ (403,799)					(403,799)
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2021						158,034,000	39,928,000
Stockholders' equity, beginning balance at Dec. 31, 2021	1,722,958	(1,437)				$ 16	$ 4	1,399,967	(216)	(165,026)	(1,437)	488,213
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Management incentive unit and share-based compensation	12,209							12,209
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net [Abstract]
Foreign currency translation	(469)								(469)
Allocation of equity to noncontrolling interests								(2,024)				2,024
Net loss	(14,120)									(12,113)		(2,007)
Stockholders' equity, ending balance (in shares) at Mar. 31, 2022						158,150,000
Stockholders' equity, ending balance at Mar. 31, 2022								1,410,069				488,230
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2021						158,034,000	39,928,000
Stockholders' equity, beginning balance at Dec. 31, 2021	1,722,958	$ (1,437)				$ 16	$ 4	1,399,967	(216)	(165,026)	$ (1,437)	488,213
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net [Abstract]
Net loss	(24,495)
Member's investment, ending balance at Sep. 30, 2022					0				(1,219)	(183,101)
Stockholders' equity, ending balance (in shares) at Sep. 30, 2022						159,365,000	39,928,000
Stockholders' equity, ending balance at Sep. 30, 2022	1,727,663					$ 16	$ 4	1,429,664	(1,960)	(185,629)		485,568
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2022						158,150,000
Stockholders' equity, beginning balance at Mar. 31, 2022								1,410,069				488,230
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon vesting of Restricted Stock Awards (in shares)						116,000
Management incentive unit and share-based compensation	14,937							14,937
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net [Abstract]
Foreign currency translation	(534)								(534)
Allocation of equity to noncontrolling interests	0							(2,605)				2,605
Deferred offering costs	(295)							(295)
Adjustments to deferred taxes	212							212
Net loss	(6,458)									(4,525)		(1,933)
Member's investment, ending balance at Jun. 30, 2022	1,727,003
Stockholders' equity, ending balance (in shares) at Jun. 30, 2022						158,266,000	39,928,000
Stockholders' equity, ending balance at Jun. 30, 2022	1,719,058					$ 16	$ 4	1,422,401	(685)	(178,576)		488,902
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon vesting of Restricted Stock Awards (in shares)						1,099,000
Management incentive unit and share-based compensation	13,300							13,300
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	(8,825)							8,825
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net [Abstract]
Foreign currency translation	(741)								(741)
Allocation of equity to noncontrolling interests								1,945				(1,945)
Adjustments to deferred taxes	843							843
Net loss	(3,917)									(2,528)		(1,389)
Member's investment, ending balance at Sep. 30, 2022					$ 0				(1,219)	(183,101)
Stockholders' equity, ending balance (in shares) at Sep. 30, 2022						159,365,000	39,928,000
Stockholders' equity, ending balance at Sep. 30, 2022	$ 1,727,663					$ 16	$ 4	$ 1,429,664	$ (1,960)	$ (185,629)		$ 485,568

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (24,495)	$ (27,190)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	91,119	84,496
Share-based compensation	38,100	13,455
Asset Impairment Charges	8,597	27
Fair value adjustments	(5,586)	0
Other	1,216	8,329
Changes in operating assets and liabilities — net of effects of acquisitions:
Accounts receivables	(52,651)	(28,982)
Prepaid expenses and other current assets	1,635	(4,333)
Other assets	(1,526)	(1,667)
Accounts payable	(5,621)	(1,995)
Accrued expenses	(521)	1,246
Other liabilities	(8,290)	(192)
Deferred taxes	(507)	(21,406)
Deferred revenue	65,312	88,193
Net cash provided by operating activities	106,782	122,886
Cash flows from investing activities:
Purchases of property and equipment	(2,844)	(3,222)
Investment in capitalized product development costs	(33,285)	(28,278)
Acquisitions—net of cash acquired	(31,155)	(319,230)
Payment	1,392	0
Net cash used in investing activities	(68,676)	(350,730)
Cash flows from financing activities:
Proceeds from Revolving Credit Agreement	70,000	55,000
Proceeds from Bridge Loan	0	315,200
Payments for repurchase of management incentive units	0	(448)
Payments of deferred offering costs	(295)	(11,753)
Payment of debt issuance costs	0	(2,823)
Repayment of capital leases	0	(25)
Net cash (used in) provided by financing activities	0	766,075
Net cash (used in) provided by financing activities	(14,932)	266,638
Effect of foreign exchange rate changes on cash	(782)	(515)
Net increase in cash, cash equivalents, and restricted cash	22,392	38,279
Cash, cash equivalents, and restricted cash—Beginning of period	86,991	53,246
Cash, cash equivalents, and restricted cash—End of period	109,383	91,525
Supplemental disclosures of cash flow information:
Cash paid for interest	24,700	44,774
Cash paid for income taxes	1,586	1,399
Supplemental disclosures of noncash investing and financing activities:
Property and equipment additions in accounts payable and accrued liabilities	326	234
Capitalized interest related to investment in capitalized product development costs	497	267
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	108,873	91,013
Restricted cash, included in other current assets	510	512
Total cash, cash equivalents, and restricted cash	109,383	91,525
Payment, Tax Withholding, Share-based Payment Arrangement	(8,824)
Gain (Loss) on Extinguishment of Debt	0	12,905
Incremental Facility
Cash flows from financing activities:
Repayments of lines of credit	0	(68,775)
First Lien Debt
Cash flows from financing activities:
Repayments of lines of credit	(5,813)	(5,813)
Bridge Loan
Reconciliation of cash, cash equivalents, and restricted cash
Repayments of Other Long-term Debt	0	(320,000)
Second Lien
Reconciliation of cash, cash equivalents, and restricted cash
Repayments of Other Long-term Debt	0	(365,000)
Revolving Credit
Cash flows from financing activities:
Repayments of lines of credit	$ (70,000)	$ (95,000)

BUSINESS

BUSINESS	9 Months Ended
	Sep. 30, 2022
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 and Organizational Transactions 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. 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. In connection with the consummation of the IPO, 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 15. • 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 (“TRA”) with Topco LLC, and the Principal Stockholders that provides for the payment by the Company to Topco LLC and the Principal Stockholders, collectively, of 85% of the amount of cash savings, if any, in U.S. federal, state and local income taxes. 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 TRA, 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying interim condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, the interim condensed consolidated statements of operations and comprehensive loss and stockholders’/members’ equity for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021, and the notes to such interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. As permitted under those rules, we condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in management’s opinion, include all adjustments necessary to state fairly the consolidated financial position of the Company as of September 30, 2022, the results of operations for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. These adjustments consist of normal and recurring items. The results of operations for the three and nine months ended September 30, 2022 and cash flows for the nine months ended September 30, 2022 are not necessarily indicative of the results expected for the year ending December 31, 2022 or any future interim or annual period. Our unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates Use of estimates is required in the preparation of the consolidated financial statements in conformity with GAAP. Management makes estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experience and on various other factors that it believes are reasonable under the circumstances. The estimates the Company evaluates include, but are not limited to: • the fair value of assets acquired and liabilities assumed in business combinations, including acquired intangible assets, goodwill, contingent consideration and liabilities associated with deferred revenue and deferred taxes; • the average period of benefit related to contract cost assets; • the allowance for doubtful accounts; • the fair value of certain stock awards; • the useful lives and recoverability of long-lived assets, including capitalized product development costs; • the recognition, measurement and valuation of deferred income taxes; and • the incremental borrowing rate (“IBR”) to measure the present value of operating lease right-of-use (“ROU”) assets and liabilities. Actual results could differ from those estimates under different assumptions or c onditions 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 June 2016, the Financial Accounting Standards Board (“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. Accounting Pronouncements Recently Adopted On January 1, 2022, we adopted ASU No. 2016-02, Leases (Topic 842). The ASU requires an entity to recognize ROU 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 elected the optional transition approach to not apply Topic 842 in the comparative periods presented. Further, the Company made the following elections: • Not to reassess whether existing contracts contain leases, the lease classification for existing leases and whether existing initial direct costs meet the new definition under the available practical expedients allowed by Topic 842. • Not to separate non-lease components from lease components, therefore, it accounts for lease and non-lease components as a single lease component. • The short-term lease recognition exemption for all qualifying leases. The adoption of this standard resulted in the recognition of total ROU assets of $15.8 million, total lease liabilities of $17.8 million, and a decrease to accumulated deficit of $1.4 million as of the adoption date. The adoption of Topic 842 did not have a material impact to the consolidated statements of operations or statements of cash flows. On January 1, 2022, we adopted 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 defined below), as if it had originated the contracts. This accounting pronouncement was applied to the contract assets and liabilities assumed from all of our acquisitions subsequent to the adoption date. 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 rates 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. On September 16, 2022, the Company amended its First Lien and Revolving Credit Agreement (each as defined below) to change the reference rate from LIBOR to the Secured Overnight Financing Rate (“SOFR”), as administered by the Federal Reserve Bank of New York. We applied practical expedients provided in Topic 848 to account for these modifications as if they were not substantial. These modifications had no significant impact on our financial statements. Refer to Note 11 for further information. 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 at a point in time when services are rendered, 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 Acquisition Costs 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 are 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 for net new contracts. For renewal invoices, the due date is generally the start date of the renewal. 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, with the exception of the contingent consideration liability related to the acquisitions of Kinvolved and Chalk (each as defined below) classified as accrued expenses on the Company’s consolidated balance sheet. The fair value of the contingent consideration liability related to the acquisitions of Kinvolved and Chalk is based on unobservable inputs, including management estimates and assumptions about future revenues and share price, and is, therefore, classified as Level 3. See Note 10 for further information regarding the fair value of the contingent consideration. 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 September 30, 2022 and December 31, 2021, 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, historical payments, and current economic trends. The Company had no customers who accounted for more than 10% of accounts receivable as of September 30, 2022 and December 31, 2021. 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 Leases arise from contractual obligations that convey the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company determines whether an arrangement is or contains a lease at inception, based on whether there is an identified asset and whether it controls the use of the identified asset throughout the period of use. At lease commencement date, the Company determines lease classification between finance and operating and recognizes an ROU asset and corresponding lease liability. An ROU asset represents our right to use an underlying asset and a lease liability represents our obligation to make payments during the lease term. The lease liability is initially measured as the present value of the remaining lease payments over the lease term. The discount rate used to determine the present value is the Company’s incremental borrowing rate (“IBR”) because the interest rate implicit in the Company’s leases is not readily determinable. The Company estimates its IBR based on the information available at lease commencement date for borrowings with a similar term. The ROU asset is initially measured as the present value of the lease payments, adjusted for initial direct costs, prepaid lease payments to lessors and lease incentives. The operating lease ROU assets and liabilities recognized at January 1, 2022, the adoption date, were based on the present value of lease payments over the remaining lease term as of that date, using the IBR as of that date. The Company elected the practical expedients to not recognize ROU assets and liabilities for leases with a term of less than twelve months and to not separate nonlease components from the associated lease components. The total consideration includes fixed payments and contractual escalation provisions. The Company is responsible for maintenance, insurance, property taxes and other variable payments, which are expensed as incurred. Some leases include options to renew or terminate. The Company includes the option to renew or terminate in its determination of the lease term when the option is deemed to be reasonably assured to be exercised. The Company accounts for changes in the expected lease term as a modification of the original contract. Operating leases are classified in "Operating lease right-of-use assets", "Operating lease liabilities, current", and "Operating lease liabilities—net of current" on our condensed consolidated balance sheets. 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 to cost of revenue on a straight-line basis over five years. 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 do 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 primarily to operating expense on a straight-line basis 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. There were no deferred offering costs included in other assets as of September 30, 2022 and 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. Additional deferred offering costs of $0.3 million were incurred and included in additional paid-in capital for the nine months ended September 30, 2022. No additional deferred offering costs were incurred for the three months ended September 30, 2022. 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 with the exception of c ontract assets and contract liabilities (i.e., deferred revenue) were recorded at their estimated fair values as of the acquisition da te. Contract assets and contract liabilities acquired in a business combination are recognized and measured on the acquisition date in accordance with ASC 606, as if the Company had originated the contracts. 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

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
BUSINESS COMBINATIONS	BUSINESS COMBINATIONS We completed two acquisitions in fiscal year 2021 and three acquisitions during the nine months ended September 30, 2022. 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 2022 Acquisitions Kinvolved, Inc. On February 1, 2022, the Company acquired all of the equity interests of Kinvolved, Inc. (“Kinvolved”). Kinvolved is a leading provider of K-12 communications, attendance and engagement solutions software. The purpose of the acquisition was to enhance and expand PowerSchool’s product offering. The total purchase price for Kinvolved was $23.3 million, which included $16.2 million of cash and additional contingent cash consideration, payable based on the achievement of certain performance conditions. The acquisition-date fair value of the contingent consideration was $7.1 million. Transaction costs of $1.2 million are recorded in acquisition costs in the consolidated statements of operations and comprehensive loss. The Company has accounted for this acquisition as a business combination and recognized intangible assets of $4.5 million and net tangible assets of $0.2 million. The Company recorded $18.6 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 comprehensive education technology portfolio. Chalk.com Education ULC On May 2, 2022, the Company acquired all of the equity interests of Chalk.com Education ULC (“Chalk”). Chalk is an integrated curriculum planning and analytics platform for K-12 schools. The purpose of the acquisition was to enhance and expand PowerSchool’s product offering. The total purchase price for Chalk was $13.5 million, which included $10.4 million of cash and additional contingent cash consideration payable based on the achievement of certain performance conditions. The acquisition-date fair value of the contingent consideration was $3.1 million. Transaction costs of $0.9 million are recorded in acquisition costs in the consolidated statements of operations and comprehensive loss. The Company has accounted for this acquisition as a business combination and recognized intangible assets of $3.6 million and net tangible liabilities of $0.2 million. The Company recorded goodwill of $10.0 million arising from the acquisition, all of which is expected to be deductible for U.S. income tax purposes. The goodwill is a result of the growth expected by creating a comprehensive education technology portfolio. Headed2, LLC On June 1, 2022, the Company acquired all of the equity interests of Headed2, LLC (“Headed2”). Headed2 is a career path planning platform that delivers state-level support for college, career, military, and life readiness to students of all ages by providing a more complete approach to researching and preparing for future success. The purpose of the acquisition was to enhance and expand PowerSchool’s product offering. The total purchase price for Headed2 was $5.8 million, which was paid in cash. Transaction costs of $0.5 million are recorded in acquisition costs in the consolidated statements of operations and comprehensive loss. The Company has accounted for this acquisition as a business combination and recognized intangible assets of $2.3 million and net tangible assets of $0.2 million. The Company recorded goodwill of $3.3 million arising from the acquisition, all of which is expected to be deductible for U.S. income tax purposes. The goodwill is a result of the growth expected by creating a comprehensive education technology portfolio. Fiscal 2021 Acquisitions Hobsons, Inc. On March 3, 2021, the Company acquired all of the equity interests of Hobsons, Inc. (“Hobsons”). Hobsons’ businesses were 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 incurred for the year ended December 31, 2021 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 incurred for the year ended December 31, 2021 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.

REVENUE

REVENUE	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
REVENUE	REVENUE Disaggregation of Revenue The following table depicts the disaggregation of revenue according to the Company’s revenue streams. The Company believes this depicts the nature, amount, timing and uncertainty of revenue and cash flows consistent with how we evaluate our financial statements (in thousands): Three Months Ended Nine Months Ended September 30, 2022 2021 2022 2021 SaaS $ 109,526 $ 97,290 $ 319,742 $ 267,942 Professional services 19,933 18,497 55,114 47,533 Software maintenance 27,569 26,982 82,128 81,184 License and other 5,406 6,183 12,633 15,843 Total revenue $ 162,434 $ 148,952 $ 469,617 $ 412,502 Revenue recognized for the three and nine month periods ended September 30, 2022 and 2021 from performance obligations satisfied in the prior periods was immaterial. Revenue by principal geographic areas based on where the customer is located was as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2022 2021 2022 2021 United States $ 150,626 $ 137,967 $ 434,194 $ 379,778 Canada 9,260 8,992 27,243 26,660 Other 2,548 1,993 8,180 6,064 Total revenue $ 162,434 $ 148,952 $ 469,617 $ 412,502 Deferred Revenue The changes in the deferred revenue balance were as follows (in thousands): September 30, 2022 December 31, 2021 Balance at beginning of period $ 301,157 $ 235,190 Decrease from revenue recognized (236,631) (225,594) Increase from acquisitions 1,586 26,952 Increase from current period net deferred revenue additions 302,604 264,609 Balance at end of period $ 368,716 $ 301,157 As of September 30, 2022, the Company expects to recognize revenue on approximately 99% 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): September 30, 2022 December 31, 2021 Contract costs, current $ 5,614 $ 4,835 Contract costs, noncurrent 22,187 18,454 Total contract costs $ 27,801 $ 23,289 Amortization expense for contract cost assets was $1.3 million and $3.4 million for the three and nine months ended September 30, 2022 and $0.9 million and $2.4 million for the three and nine months ended September 30, 2021, respectively. There was no impairment of contract cost assets during the periods presented.

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE	9 Months Ended
	Sep. 30, 2022
Receivables [Abstract]
ACCOUNTS RECEIVABLE	ACCOUNTS RECEIVABLE Accounts receivable, net, is as follows (in thousands): September 30, 2022 December 31, 2021 Accounts receivable $ 108,562 $ 53,367 Less allowance (6,160) (4,964) Accounts receivable—net $ 102,402 $ 48,403 The following tables presents the changes in the allowance for doubtful accounts (in thousands): September 30, 2022 December 31, 2021 Allowance for doubtful accounts, beginning balance $ 4,964 $ 7,869 Additions to (removals from) allowance for doubtful accounts 1,515 (2,857) Write-offs of bad debt expense (319) (48) Allowance for doubtful accounts, ending balance $ 6,160 $ 4,964

PROPERTY AND EQUIPMENT_NET

PROPERTY AND EQUIPMENT—NET	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT—NET	PROPERTY AND EQUIPMENT—NET Property and equipment by category are as follows (in thousands): September 30, 2022 December 31, 2021 Building $ — $ 7,519 Land — 294 Computer and software 19,460 18,512 Furniture and fixtures 1,691 2,912 Leasehold improvements 2,792 3,963 Property and equipment 23,943 33,200 Less accumulated depreciation (17,150) (17,524) Property and equipment—net $ 6,793 $ 15,676 Depreciation expense was $1.1 million and $3.7 million for the three and nine months ended September 30, 2022 and $1.7 million and $5.0 million for the three and nine months ended September 30, 2021. See Note 13 for further information regarding the extinguishment of our Building and Land. In June 2022, the Company vacated several smaller office locations prior to their respective contractual termination dates. As a result, a charge of $1.0 million related to the write-off of the furniture and leasehold improvements within these locations were recognized. See Note 12 for further information regarding the closure of these office locations.

CAPITALIZED PRODUCT DEVELOPMENT

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET	9 Months Ended
	Sep. 30, 2022
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): September 30, 2022 December 31, 2021 Gross capitalized product development costs $ 143,771 $ 109,290 Less accumulated amortization (45,433) (28,679) Capitalized product development costs—net $ 98,338 $ 80,611

GOODWILL

GOODWILL	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	GOODWILL The changes in the carrying amounts of goodwill were as follows (in thousands): Balance—December 31, 2021 $ 2,454,692 Additions due to acquisitions 31,937 Other adjustments 1 (206) Balance—September 30, 2022 $ 2,486,423 _____________ 1 Includes adjustments of acquisition-date fair value within the one-year measurement period, including a $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	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
OTHER INTANGIBLE ASSETS—NET	OTHER INTANGIBLE ASSETS—NET Intangible assets are amortized using the straight-line method based on the expected useful lives of the assets. The carrying values of acquired amortizing intangible assets are as follows (in thousands): September 30, 2022 Weighted- Average Useful Life December 31, 2021 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 293,580 9 years $ 285,400 8 years Customer relationships 742,600 14 years 740,100 14 years Trademarks 53,470 10 years 52,700 9 years $ 1,089,650 $ 1,078,200 Accumulated Amortization Developed technology $ (126,117) $ (100,704) Customer relationships (196,306) (155,012) Trademarks (21,422) (17,575) $ (343,845) $ (273,291) Intangible Assets—Net Developed technology $ 167,463 $ 184,696 Customer relationships 546,294 585,088 Trademarks 32,048 35,125 $ 745,805 $ 804,909 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): Three Months Ended Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 8,571 $ 8,561 $ 25,416 $ 25,017 Selling, general, and administrative expense 15,104 14,915 45,138 43,180 Total amortization of acquired intangible assets $ 23,675 $ 23,476 $ 70,554 $ 68,197 The estimated future amortization of intangible assets as of September 30, 2022, is as follows (in thousands): Year Ending December 31, 2022 (remaining three months) $ 23,679 2023 94,715 2024 94,074 2025 93,885 2026 82,817 Thereafter 356,635 Total $ 745,805

ACCRUED EXPENSES

ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
ACCRUED EXPENSES	ACCRUED EXPENSES The following table presents the detail of accrued expenses (in thousands): September 30, 2022 December 31, 2021 Accrued compensation $ 35,368 $ 38,492 Accrued interest 127 650 Accrued taxes 5,750 2,131 Other accrued expenses 32,010 29,894 Total accrued expenses $ 73,255 $ 71,167
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring	Included within other accrued expenses is the contingent consideration liability related to the acquisitions of Kinvolved and Chalk. The fair value of the contingent consideration is determined using the Monte Carlo simulation. The fair value is estimated quarterly and is based on unobservable inputs, including management estimates and assumptions about achieving future revenues and/or the Company's share price, and is, therefore, classified as Level 3 in the fair value hierarchy. The outstanding balance of the contingent consideration as of September 30, 2022 is expected to be paid within a year. The changes in the fair value of the contingent consideration liability is as follows (in thousands): Balance—January 1, 2022 $ — Acquisition date fair value 10,079 Payment (1,392) Fair value adjustments (5,586) Balance—September 30, 2022 $ 3,101

LONG-TERM DEBT AND REVOLVING CR

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT	9 Months Ended
	Sep. 30, 2022
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 August 1, 2018, the closing date. The First Lien matures on July 31, 2025. On September 16, 2022, the Company entered into Amendment No. 4 to the First Lien, which amended the First Lien to change the reference rate from LIBOR to the SOFR, as administered by the Federal Reserve Bank of New York, beginning on September 30, 2022. As of September 30, 2022, the interest rate for the First Lien is the rate per annum equal to SOFR, plus the applicable margin. The applicable margin is initially 3.25% per annum with a 0.25% step down based on the First Lien Net Leverage Ratio. The interest rate for the First Lien as of September 30, 2022 and December 31, 2021 was 6.03% and 3.10%, respectively. The First Lien is collateralized on a first lien basis by certain assets and property of the Company. 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 and presented within other assets 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 September 30, 2022 and December 31, 2021, respectively. Issuance costs paid through September 30, 2022 (including those issued in connection with the increase in the borrowing capacity and the extension of the maturity date) were $3.4 million. On September 16, 2022, the Company entered into Amendment No. 4 to the Revolving Credit Agreement, which amended the Revolving Credit Agreement to change the reference rate from LIBOR to the SOFR, as administered by the Federal Reserve Bank of New York, beginning on September 30, 2022. As of September 30, 2022, the interest rate is equal to SOFR, plus the applicable margin. The applicable margin is initially 3.25% per annum with up to a 0.50% step down based on the First Lien Net Leverage Ratio. We are also required to pay a commitment fee on the unused portion of the Revolving Credit Agreement of 0.50% per annum, payable quarterly in arrears. During the nine months ended September 30, 2022, we borrowed and repaid $70.0 million on the Revolving Credit Agreement. There was no outstanding balance as of September 30, 2022 and December 31, 2021. 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 September 30, 2022 and December 31, 2021, the Company’s outstanding balances under the Revolving Credit Agreement were less than 35% of the borrowing capacity. The following table presents the outstanding long-term debt (in thousands): September 30, 2022 December 31, 2021 Total outstanding principal—First Lien $ 745,938 $ 751,750 Total outstanding principal 745,938 751,750 Less current portion of long-term debt (7,750) (7,750) Less unamortized debt discount (786) (992) Less unamortized debt issuance costs (7,584) (9,583) Total long-term debt—net $ 729,818 $ 733,425 Maturities on long-term debt outstanding as of September 30, 2022 are as follows (in thousands): Year Ending December 31, 2022 (remaining three months) $ 1,938 2023 7,750 2024 7,750 2025 728,500 Total $ 745,938

LEASES

LEASES	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
LEASES	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. Rent expense was $1.1 million and $4.3 million for the three and nine months ended September 30, 2022 and $2.3 and $6.2 million for the three and nine months ended September 30, 2021, respectively. In June 2022, the Company vacated several smaller office locations prior to their respective contractual lease termination date. As a result, $7.6 million of right-of-use assets associated with these properties were written-off. Additionally, the Company also incurred an additional $0.3 million of costs associated with closing these office locations. These costs were recorded as selling, general and administrative expenses within the operating expenses in the consolidated statements of operations and comprehensive loss. Operating lease costs for the three and nine months ended September 30, 2022 are as follows (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Operating lease cost 1 $ 1,138 $ 12,291 Short-term lease cost 49 149 Variable lease cost and other, net 346 1,006 Total lease cost $ 1,533 $ 13,446 Cash paid for operating leases $ 2,516 $ 7,136 ROU assets obtained in exchange for new lease liabilities $ 1,830 $ 5,484 ______________ 1 The nine months ended operating lease cost includes the write-off of right-of-use assets associated with the vacated properties. Future minimum lease payments under non-cancelable operating lease agreements as of September 30, 2022 are as follows (in thousands): Year Ending December 31, 2022 (remaining three months) $ 2,469 2023 5,994 2024 4,343 2025 2,164 2026 1,233 Thereafter 743 Total undiscounted cash flows $ 16,946 Less imputed interest 1,286 Present value of lease liabilities $ 15,660 Weighted average remaining term (years) 3.3 Weighted average discount rate 3.9 % Prior to our adoption of the new lease standard (ASC 842), future minimum lease payments under non-cancelable operating lease agreements as of December 31, 2021 were 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

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Contractual Obligations We have contractual obligations related to, among others, data centers, cloud hosting arrangements and other services we purchase as part of our normal operations. In certain cases, these arrangements require a minimum annual purchase commitment by us. As of September 30, 2022, the remaining aggregate minimum purchase commitment under these arrangements was approximately $47.8 million through 2026. 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 the previous 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, the balance of the remaining financing obligations was $4.5 million. On January 1, 2022, the arrangement qualified as an operating lease upon adoption of the new leasing standards of ASC 842. As a result, the financing obligation noted above and associated assets of $6.5 million were extinguished and a corresponding operating lease liability of $2.0 million and operating lease right-of-use asset of $2.6 million were recorded. 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 $2.5 million and $1.2 million as of September 30, 2022 and December 31, 2021, respectively. Indemnification The Company enters into indemnification arrangements within customer contracts as part of the ordinary course of its business. Under the Company’s standard contractual terms, these arrangements typically consist of the Company agreeing to indemnify, hold harmless and reimburse the indemnified customer(s) for losses suffered or incurred directly, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification agreements is generally concurrent with the term of the contract, but in some cases, may survive the expiration or termination of the underlying contract. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company carries Directors and Officers insurance policies pursuant to the Company’s certificate of formation, bylaws, and applicable Delaware law. Legal Proceedings From time to time, the Company is involved in disputes, litigation, and other legal actions. On a quarterly basis, the Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, if any, or result in the Company accruing a liability, and the matters and related ranges of possible losses disclosed, and makes adjustments and changes to our disclosures as appropriate. Significant judgment is required to determine both (i) the likelihood of loss and (ii) the estimated amount of such loss related to such legal matters. Until the final resolution of such legal matters, there may be an exposure to loss, and such amounts could be material. For legal proceedings for which there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable), the Company has determined it does not have material exposure on an aggregate basis at this time.

STOCKHOLDERS_ EQUITY AND NON-CO

STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST	STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST Stockholders’ Equity The Company amended and restated its certificate of incorporation effective July 27, 2021 to authorize (i) 50,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 500,000,000 shares of Class A common stock, par value $0.0001 per share, and (iii) 300,000,000 shares of Class B common stock, par value $0.0001 per share. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law. Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters presented to our stockholders generally. As of September 30, 2022, t he holders of our issued Class A common stock collectively represented approximately 80.0% of the economic interest and voting power in the Company and Class B common stock collectively represented approximately 20.0% 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 loss and other comprehensive loss attributable to the non-controlling interest holders in the three and nine-months ended September 30, 2022 was 20.1%, respectively.

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2022
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 (MIUs) 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 year-to-date period through the consummation of the IPO on July 30, 2021 was as follows: Number of Underlying Units Weighted-Average Grant-Date Fair Value 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—IPO (July 30, 2021) 10,830,525 $ 1.26 The Company used the Black-Scholes option-pricing model to determine the fair value of the MIUs. The determination of the fair value using the Black-Scholes option-pricing model was affected by the Company’s estimated common unit price, as well as by assumptions regarding several complex and subjective variables. These variables included the Company’s expected unit price volatility over the term of the MIU, expected dividend yield, risk-free interest rates, and expected term. There were no MIUs granted during the three or nine-month periods ended September 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. 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 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 on the modification date as the awards became probable of vesting upon modification. 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. The share-based compensation expense recognized for the RSUs granted in exchange for the original LTIP rights was $1.3 million and $4.6 million for the three and nine-month periods ended September 30, 2022 . 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 25% vesting at the end of one year and the remainder quarterly thereafter. RSU and RSA activity for the nine-months ended September 30, 2022 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Awards Weighted Average Grant Date Fair Value Balance—December 31, 2021 6,269,077 $ 24.89 438,863 $ 9.56 Granted 4,470,848 $ 16.72 — $ — Vested (1,533,694) $ 25.08 (346,474) $ 9.30 Canceled (947,942) $ 21.36 (6,224) $ 12.73 Balance—September 30, 2022 8,258,289 $ 20.84 86,165 $ 10.34 The following table presents the classification of share-based compensation in the accompanying condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue Subscriptions and support $ 1,352 $ 554 $ 3,629 $ 574 Service 557 770 2,803 912 Research and development 3,462 1,892 9,890 2,370 Selling, general, and administrative 7,119 7,503 21,778 9,599 Total stock-based compensation $ 12,490 $ 10,719 $ 38,100 $ 13,455 Share-based compensation capitalized as product development costs was $0.8 million and $2.3 million for the three and nine months ended September 30, 2022, and $0.7 million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, the total future compensation cost related to unvested share awards is $160.4 million, which is expected to be recognized over a weighted-average period of 3.0 years.

EARNINGS (LOSS) PER SHARE ATTRI

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS)	9 Months Ended
	Sep. 30, 2022
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 loss attributable to PowerSchool Holdings, Inc. for the three and nine months ended September 30, 2022 , divided by the basic weighted average number of Class A common stock outstanding for the corresponding periods. Diluted EPS of Class A common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to all potentially dilutive securities, using the treasury stock method. The Company excluded the shares of Class B common stock from the computation of basic and diluted EPS, as holders of Class B common stock do not have any rights to receive dividends or distributions upon the liquidation or winding up of the Company. Accordingly, separate presentation of EPS of Class B common stock under the two-class method has not been presented. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net Loss $ (3,917) $ (25,128) $ (24,495) $ (27,190) Less: net loss attributable to the noncontrolling interest (1,389) (5,752) (5,330) (5,752) Net Loss attributable to PowerSchool Holdings, Inc. $ (2,528) $ (19,376) $ (19,165) $ (21,438) Denominator: Weighted average shares of Class A common stock outstanding - basic and diluted 158,812,536 156,962,167 158,387,266 156,962,167 Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic and diluted $ (0.02) $ (0.12) $ (0.12) $ (0.14) In addition, the following securities were not included in the computation of diluted shares outstanding for the three and nine months ended September 30, 2022 because they were antidilutive, but could potentially dilute earnings (loss) per share in the future: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Unvested Restricted Shares and RSUs 8,151,595 6,797,302 8,151,595 6,797,302 LLC Units 39,928,472 39,928,472 39,928,472 39,928,472 Total excluded from diluted EPS calculation 48,080,067 46,725,774 48,080,067 46,725,774

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company recorded income tax expense (benefit) of $(0.8) million and $0.8 million for the three and nine months ended September 30, 2022, respectively, and $(2.7) million and $(20.0) million for the three and nine months ended September 30, 2021, respectively. The Company’s effective tax rate was 17.1% and (3.3)% for the three and nine months ended September 30, 2022, respectively, and 9.8% and 42.7% for the three and nine months ended September 30, 2021, respectively. The income tax expense (benefit) for the three and nine months ended September 30, 2022 was different than the U.S. federal statutory income tax rate of 21% primarily due to the loss allocated to the non-controlling interest, non-deductible stock compensation, the impact of remeasuring deferred taxes for a Pennsylvania tax law change, and adjustments to deferred tax expense relating to the business combination completed during the nine month period. The income tax benefit for the three and nine months ended September 30, 2021 was different than the U.S. federal statutory income tax rate of 21% primarily due to a valuation allowance release as a result of the business combination completed during the nine month period, and the pre-tax book income mix between taxable foreign corporate subsidiaries and Holdings LLC, which was treated as a partnership for federal income tax purposes. As of September 30, 2022, the Company had gross unrecognized tax benefits of $1.7 million, all of which, if recognized, would impact the effective tax rate. The amount of interest and penalties accrued related to the Company’s unrecognized tax benefits is not material to the consolidated financial statements in all periods presented. Tax Receivable Agreement In connection with the Organizational Transactions, the Company entered into a TRA with Topco LLC, Vista Equity Partners and Onex. The TRA provides for the payment by the Company to Topco LLC, Vista Equity Partners and Onex, collectively, of 85% of the amount of tax benefits, if any, that are realized, or in some circumstances are deemed to realize, as a result of (i) certain increases in the tax basis of assets of Holdings LLC and its subsidiaries resulting from purchases of LLC Units with the proceeds of the IPO or exchanges of LLC Units in the future or any prior transfers of interests in Holdings LLC, (ii) certain tax attributes of the Blocker Entities and of Holdings LLC and subsidiaries of Holdings LLC that existed prior to the IPO and (iii) certain other tax benefits related to our making payments under the TRA (collectively, the “Tax Attributes”). The payment obligations under the TRA are not conditioned upon any LLC Unit holder maintaining a continued ownership interest in us or Holdings LLC and the rights of Topco LLC under the TRA are assignable. The Company expects to benefit from the remaining 15% of the tax benefits, if any, that are actually realized. As of September 30, 2022, $4.1 million of the TRA was classified as a current liability and $397.7 million was classified as non-current in the consolidated balance sheet.

RELATED-PARTY TRANSACTIONS

RELATED-PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED-PARTY TRANSACTIONS	RELATED-PARTY TRANSACTIONSThe 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 $0.1 million for the three and nine months ended September 30, 2022, and $0.3 million and $0.4 million for the three and nine months ended September 30, 2021, 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 for general management services, acquisition advisory, and treasury services. Total costs of these related-party services were de minimis for all periods presented. The Company also purchased services from entities that share common ownership with Vista and Onex. The cost was $0.8 million and $3.2 million for all other services purchased from entities with common ownership for the three and nine months ended September 30, 2022, and $1.0 million and $1.7 million for the three and nine months ended September 30, 2021. Substantially all of the expenses related to these 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 less than $0.1 million as of September 30, 2022 and December 31, 2021, respectively, and are included in accounts payable 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 period was $33.7 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 $3.5 million and $8.8 million in selling, general, and administrative expense and, to a lesser extent, cost of revenue, for fees owed to EAB under the Agreement for the three and nine months ended September 30, 2022 and $2.4 million and $5.5 million for the three and nine months ended September 30, 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 provided 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 invoiced EAB on a monthly basis for these agreed upon services. Additionally, the Company cross charged EAB for direct expenses incurred by us on EAB’s behalf and collected 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. The TSA ended in September 2022. As of September 30, 2022, there was no remaining receivable 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 Access and Use 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 was amortized monthly over the term of the agreement in a selling, general, and administrative expense line item on our consolidated statement of operations. The Company recognized rent expense in the amount of $0.3 million and $0.6 million for the three and nine months ended September 30, 2021 related to the upfront fee. As the agreement ended in March 2022, there was $0.2 million of rent expense recognized for the nine months ended September 30, 2022 but no associated rent expense recognized for the three months ended September 30, 2022.

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS	9 Months Ended
	Sep. 30, 2022
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 defined maximum. The Company made matching contributions for the three and nine months ended September 30, 2022 of $2.6 million and $7.6 million and $2.3 million and $6.6 million for the three and nine months ended September 30, 2021.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS The Company has evaluated subsequent events from the consolidated balance sheets date through November 8, 2022, the date at which the condensed consolidated financial statements were available to be issued. On November 4, 2022, Severin Topco, LLC (“Topco LLC”) executed an amendment of the outstanding management incentive units (“MIUs”) held by certain executives. These amendments had an effect of modifying the awards' vesting condition. The Company is in the process of assessing the financial statement impact of the modification.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	The accompanying interim condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, the interim condensed consolidated statements of operations and comprehensive loss and stockholders’/members’ equity for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021, and the notes to such interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. As permitted under those rules, we condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in management’s opinion, include all adjustments necessary to state fairly the consolidated financial position of the Company as of September 30, 2022, the results of operations for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. These adjustments consist of normal and recurring items. The results of operations for the three and nine months ended September 30, 2022 and cash flows for the nine months ended September 30, 2022 are not necessarily indicative of the results expected for the year ending December 31, 2022 or any future interim or annual period. Our unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes.
Principles of Consolidation	The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of estimates is required in the preparation of the consolidated financial statements in conformity with GAAP. Management makes estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experience and on various other factors that it believes are reasonable under the circumstances. The estimates the Company evaluates include, but are not limited to: • the fair value of assets acquired and liabilities assumed in business combinations, including acquired intangible assets, goodwill, contingent consideration and liabilities associated with deferred revenue and deferred taxes; • the average period of benefit related to contract cost assets; • the allowance for doubtful accounts; • the fair value of certain stock awards; • the useful lives and recoverability of long-lived assets, including capitalized product development costs; • the recognition, measurement and valuation of deferred income taxes; and • the incremental borrowing rate (“IBR”) to measure the present value of operating lease right-of-use (“ROU”) assets and liabilities.
Recent Accounting Pronouncements Not Yet Adopted and Accounting Pronouncements Recently Adopted	In June 2016, the Financial Accounting Standards Board (“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. On January 1, 2022, we adopted ASU No. 2016-02, Leases (Topic 842). The ASU requires an entity to recognize ROU 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 elected the optional transition approach to not apply Topic 842 in the comparative periods presented. Further, the Company made the following elections: • Not to reassess whether existing contracts contain leases, the lease classification for existing leases and whether existing initial direct costs meet the new definition under the available practical expedients allowed by Topic 842. • Not to separate non-lease components from lease components, therefore, it accounts for lease and non-lease components as a single lease component. • The short-term lease recognition exemption for all qualifying leases. The adoption of this standard resulted in the recognition of total ROU assets of $15.8 million, total lease liabilities of $17.8 million, and a decrease to accumulated deficit of $1.4 million as of the adoption date. The adoption of Topic 842 did not have a material impact to the consolidated statements of operations or statements of cash flows. On January 1, 2022, we adopted 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 defined below), as if it had originated the contracts. This accounting pronouncement was applied to the contract assets and liabilities assumed from all of our acquisitions subsequent to the adoption date. 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
Revenue Recognition, Contract Acquisition Costs and 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 at a point in time when services are rendered, 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). 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 for net new contracts. For renewal invoices, the due date is generally the start date of the renewal. 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, with the exception of the contingent consideration liability related to the acquisitions of Kinvolved and Chalk (each as defined below) classified as accrued expenses on the Company’s consolidated balance sheet. The fair value of the contingent consideration liability related to the acquisitions of Kinvolved and Chalk is based on unobservable inputs, including management estimates and assumptions about future revenues and share price, and is, therefore, classified as Level 3. See Note 10 for further information regarding the fair value of the contingent consideration. 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 September 30, 2022 and December 31, 2021, 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, historical payments, and current economic trends. The Company had no customers who accounted for more than 10% of accounts receivable as of September 30, 2022 and December 31, 2021. 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.
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	Leases arise from contractual obligations that convey the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company determines whether an arrangement is or contains a lease at inception, based on whether there is an identified asset and whether it controls the use of the identified asset throughout the period of use. At lease commencement date, the Company determines lease classification between finance and operating and recognizes an ROU asset and corresponding lease liability. An ROU asset represents our right to use an underlying asset and a lease liability represents our obligation to make payments during the lease term. The lease liability is initially measured as the present value of the remaining lease payments over the lease term. The discount rate used to determine the present value is the Company’s incremental borrowing rate (“IBR”) because the interest rate implicit in the Company’s leases is not readily determinable. The Company estimates its IBR based on the information available at lease commencement date for borrowings with a similar term. The ROU asset is initially measured as the present value of the lease payments, adjusted for initial direct costs, prepaid lease payments to lessors and lease incentives. The operating lease ROU assets and liabilities recognized at January 1, 2022, the adoption date, were based on the present value of lease payments over the remaining lease term as of that date, using the IBR as of that date. The Company elected the practical expedients to not recognize ROU assets and liabilities for leases with a term of less than twelve months and to not separate nonlease components from the associated lease components. The total consideration includes fixed payments and contractual escalation provisions. The Company is responsible for maintenance, insurance, property taxes and other variable payments, which are expensed as incurred. Some leases include options to renew or terminate. The Company includes the option to renew or terminate in its determination of the lease term when the option is deemed to be reasonably assured to be exercised. The Company accounts for changes in the expected lease term as a modification of the original contract. Operating leases are classified in "Operating lease right-of-use assets", "Operating lease liabilities, current", and "Operating lease liabilities—net of current" on our condensed consolidated balance sheets.
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 to cost of revenue on a straight-line basis over five years. 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 do 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 primarily to operating expense on a straight-line basis 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	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.
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 with the exception of c ontract assets and contract liabilities (i.e., deferred revenue) were recorded at their estimated fair values as of the acquisition da te. Contract assets and contract liabilities acquired in a business combination are recognized and measured on the acquisition date in accordance with ASC 606, as if the Company had originated the contracts.
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	As a result of the Organizational Transactions and the IPO, the Company holds an economic interest in Holdings LLC and consolidates its financial position and results. The remaining ownership of Holdings LLC not held by the Company is considered a noncontrolling interest. 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. The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly tax provision and estimate of the Company’s annual effective tax rate are subject to variation due to several factors including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments. Interest and penalties related to unrecognized tax benefits are recorded as income tax expense. Tax Receivable Agreement In connection with the Organizational Transactions, the Company entered into a TRA 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 TRA 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 TRA in accordance with ASC Topic 450, Contingencies. As such, subsequent changes in the fair value of the TRA liability between reporting periods are recognized in the consolidated statement of operations. See Note 17, Income Taxes, for additional information on the TRA.
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. The Company incurred advertising costs of $1.7 million and $4.0 million for the three and nine months ended September 30, 2022 and $1.3 million and $2.3 million for the three and nine months ended September 30, 2021, respectively. Advertising costs are included within sales, general, and administrative expenses on the consolidated statements of operations and comprehensive 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 loss in the period of occurrence. The assets and liabilities of our foreign entities are translated into the Company’s reporting currency, U.S. 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 a foreign entity’s financial statements into U.S. dollars are included in accumulated other comprehensive loss as a separate component of stockholders’ equity.
Comprehensive Income (Loss)	Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to certain changes that are recorded as an element of stockholders’/members’ equity but are excluded from net loss. The Company’s other comprehensive income (loss) consists of foreign currency translation adjustments from those subsidiaries not using the U.S. 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 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 condensed consolidated statements of operations and comprehensive loss, representing the portion of net loss and comprehensive 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 condensed consolidated balance sheets.

Property, Plant, and Equipment

Property, Plant, and Equipment (Policies)	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment, Impairment	1.0 million

BUSINESS COMBINATIONS (Tables)

BUSINESS COMBINATIONS (Tables)	9 Months Ended
	Sep. 30, 2022
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 $ 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)	9 Months Ended
	Sep. 30, 2022
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): Three Months Ended Nine Months Ended September 30, 2022 2021 2022 2021 SaaS $ 109,526 $ 97,290 $ 319,742 $ 267,942 Professional services 19,933 18,497 55,114 47,533 Software maintenance 27,569 26,982 82,128 81,184 License and other 5,406 6,183 12,633 15,843 Total revenue $ 162,434 $ 148,952 $ 469,617 $ 412,502
Revenue by Geographical Area	Revenue by principal geographic areas based on where the customer is located was as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2022 2021 2022 2021 United States $ 150,626 $ 137,967 $ 434,194 $ 379,778 Canada 9,260 8,992 27,243 26,660 Other 2,548 1,993 8,180 6,064 Total revenue $ 162,434 $ 148,952 $ 469,617 $ 412,502
Schedules of Deferred Revenue	The changes in the deferred revenue balance were as follows (in thousands): September 30, 2022 December 31, 2021 Balance at beginning of period $ 301,157 $ 235,190 Decrease from revenue recognized (236,631) (225,594) Increase from acquisitions 1,586 26,952 Increase from current period net deferred revenue additions 302,604 264,609 Balance at end of period $ 368,716 $ 301,157
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): September 30, 2022 December 31, 2021 Contract costs, current $ 5,614 $ 4,835 Contract costs, noncurrent 22,187 18,454 Total contract costs $ 27,801 $ 23,289

ACCOUNTS RECEIVABLE (Tables)

ACCOUNTS RECEIVABLE (Tables)	9 Months Ended
	Sep. 30, 2022
Receivables [Abstract]
Schedule of Accounts Receivable, Net	Accounts receivable, net, is as follows (in thousands): September 30, 2022 December 31, 2021 Accounts receivable $ 108,562 $ 53,367 Less allowance (6,160) (4,964) Accounts receivable—net $ 102,402 $ 48,403
Accounts Receivable, Allowance for Credit Loss	The following tables presents the changes in the allowance for doubtful accounts (in thousands): September 30, 2022 December 31, 2021 Allowance for doubtful accounts, beginning balance $ 4,964 $ 7,869 Additions to (removals from) allowance for doubtful accounts 1,515 (2,857) Write-offs of bad debt expense (319) (48) Allowance for doubtful accounts, ending balance $ 6,160 $ 4,964

PROPERTY AND EQUIPMENT_NET (Tab

PROPERTY AND EQUIPMENT—NET (Tables)	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment by Category	Property and equipment by category are as follows (in thousands): September 30, 2022 December 31, 2021 Building $ — $ 7,519 Land — 294 Computer and software 19,460 18,512 Furniture and fixtures 1,691 2,912 Leasehold improvements 2,792 3,963 Property and equipment 23,943 33,200 Less accumulated depreciation (17,150) (17,524) Property and equipment—net $ 6,793 $ 15,676

CAPITALIZED PRODUCT DEVELOPME_2

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Tables)	9 Months Ended
	Sep. 30, 2022
Research and Development [Abstract]
Schedule of Capitalized Product Development Costs	Capitalized product development costs and related accumulated amortization consist of the following (in thousands): September 30, 2022 December 31, 2021 Gross capitalized product development costs $ 143,771 $ 109,290 Less accumulated amortization (45,433) (28,679) Capitalized product development costs—net $ 98,338 $ 80,611 September 30, 2022 Weighted- Average Useful Life December 31, 2021 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 293,580 9 years $ 285,400 8 years Customer relationships 742,600 14 years 740,100 14 years Trademarks 53,470 10 years 52,700 9 years $ 1,089,650 $ 1,078,200 Accumulated Amortization Developed technology $ (126,117) $ (100,704) Customer relationships (196,306) (155,012) Trademarks (21,422) (17,575) $ (343,845) $ (273,291) Intangible Assets—Net Developed technology $ 167,463 $ 184,696 Customer relationships 546,294 585,088 Trademarks 32,048 35,125 $ 745,805 $ 804,909

GOODWILL (Tables)

GOODWILL (Tables)	9 Months Ended
	Sep. 30, 2022
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, 2021 $ 2,454,692 Additions due to acquisitions 31,937 Other adjustments 1 (206) Balance—September 30, 2022 $ 2,486,423 _____________ 1 Includes adjustments of acquisition-date fair value within the one-year measurement period, including a $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)	9 Months Ended
	Sep. 30, 2022
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): September 30, 2022 December 31, 2021 Gross capitalized product development costs $ 143,771 $ 109,290 Less accumulated amortization (45,433) (28,679) Capitalized product development costs—net $ 98,338 $ 80,611 September 30, 2022 Weighted- Average Useful Life December 31, 2021 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 293,580 9 years $ 285,400 8 years Customer relationships 742,600 14 years 740,100 14 years Trademarks 53,470 10 years 52,700 9 years $ 1,089,650 $ 1,078,200 Accumulated Amortization Developed technology $ (126,117) $ (100,704) Customer relationships (196,306) (155,012) Trademarks (21,422) (17,575) $ (343,845) $ (273,291) Intangible Assets—Net Developed technology $ 167,463 $ 184,696 Customer relationships 546,294 585,088 Trademarks 32,048 35,125 $ 745,805 $ 804,909
Schedule of Amortization Expense of Intangible Assets	The following table summarizes the classification of amortization expense of intangible assets (in thousands): Three Months Ended Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 8,571 $ 8,561 $ 25,416 $ 25,017 Selling, general, and administrative expense 15,104 14,915 45,138 43,180 Total amortization of acquired intangible assets $ 23,675 $ 23,476 $ 70,554 $ 68,197
Schedule of Estimated Future Amortization of Intangible Assets	The estimated future amortization of intangible assets as of September 30, 2022, is as follows (in thousands): Year Ending December 31, 2022 (remaining three months) $ 23,679 2023 94,715 2024 94,074 2025 93,885 2026 82,817 Thereafter 356,635 Total $ 745,805

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	The following table presents the detail of accrued expenses (in thousands): September 30, 2022 December 31, 2021 Accrued compensation $ 35,368 $ 38,492 Accrued interest 127 650 Accrued taxes 5,750 2,131 Other accrued expenses 32,010 29,894 Total accrued expenses $ 73,255 $ 71,167

LONG-TERM DEBT AND REVOLVING _2

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of Outstanding Long-Term Debt	The following table presents the outstanding long-term debt (in thousands): September 30, 2022 December 31, 2021 Total outstanding principal—First Lien $ 745,938 $ 751,750 Total outstanding principal 745,938 751,750 Less current portion of long-term debt (7,750) (7,750) Less unamortized debt discount (786) (992) Less unamortized debt issuance costs (7,584) (9,583) Total long-term debt—net $ 729,818 $ 733,425
Schedule of Maturities of Long-Term Debt	Maturities on long-term debt outstanding as of September 30, 2022 are as follows (in thousands): Year Ending December 31, 2022 (remaining three months) $ 1,938 2023 7,750 2024 7,750 2025 728,500 Total $ 745,938

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Schedule of Operating Lease Cost	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. Rent expense was $1.1 million and $4.3 million for the three and nine months ended September 30, 2022 and $2.3 and $6.2 million for the three and nine months ended September 30, 2021, respectively. In June 2022, the Company vacated several smaller office locations prior to their respective contractual lease termination date. As a result, $7.6 million of right-of-use assets associated with these properties were written-off. Additionally, the Company also incurred an additional $0.3 million of costs associated with closing these office locations. These costs were recorded as selling, general and administrative expenses within the operating expenses in the consolidated statements of operations and comprehensive loss. Operating lease costs for the three and nine months ended September 30, 2022 are as follows (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Operating lease cost 1 $ 1,138 $ 12,291 Short-term lease cost 49 149 Variable lease cost and other, net 346 1,006 Total lease cost $ 1,533 $ 13,446 Cash paid for operating leases $ 2,516 $ 7,136 ROU assets obtained in exchange for new lease liabilities $ 1,830 $ 5,484
Schedule of Future Minimum Lease Payments, Post Adoption	Future minimum lease payments under non-cancelable operating lease agreements as of September 30, 2022 are as follows (in thousands): Year Ending December 31, 2022 (remaining three months) $ 2,469 2023 5,994 2024 4,343 2025 2,164 2026 1,233 Thereafter 743 Total undiscounted cash flows $ 16,946 Less imputed interest 1,286 Present value of lease liabilities $ 15,660 Weighted average remaining term (years) 3.3 Weighted average discount rate 3.9 %
Schedule of Future Minimum Lease Payments, Prior to Adoption	Prior to our adoption of the new lease standard (ASC 842), future minimum lease payments under non-cancelable operating lease agreements as of December 31, 2021 were 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

SHARE-BASED COMPENSATION (Table

SHARE-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2022
Share-based Payment Arrangement [Abstract]
Schedule of MIU Activity	MIU activity for the year-to-date period through the consummation of the IPO on July 30, 2021 was as follows: Number of Underlying Units Weighted-Average Grant-Date Fair Value 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—IPO (July 30, 2021) 10,830,525 $ 1.26
Schedule of RSU and RSA Activity	RSU and RSA activity for the nine-months ended September 30, 2022 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Awards Weighted Average Grant Date Fair Value Balance—December 31, 2021 6,269,077 $ 24.89 438,863 $ 9.56 Granted 4,470,848 $ 16.72 — $ — Vested (1,533,694) $ 25.08 (346,474) $ 9.30 Canceled (947,942) $ 21.36 (6,224) $ 12.73 Balance—September 30, 2022 8,258,289 $ 20.84 86,165 $ 10.34
Schedule of Share-based Compensation Expense	The following table presents the classification of share-based compensation in the accompanying condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue Subscriptions and support $ 1,352 $ 554 $ 3,629 $ 574 Service 557 770 2,803 912 Research and development 3,462 1,892 9,890 2,370 Selling, general, and administrative 7,119 7,503 21,778 9,599 Total stock-based compensation $ 12,490 $ 10,719 $ 38,100 $ 13,455 Share-based compensation capitalized as product development costs was $0.8 million and $2.3 million for the three and nine months ended September 30, 2022, and $0.7 million for the three and nine months ended September 30, 2021, respectively.

EARNINGS (LOSS) PER SHARE ATT_2

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Schedule of Earnings (Loss) per Share	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. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net Loss $ (3,917) $ (25,128) $ (24,495) $ (27,190) Less: net loss attributable to the noncontrolling interest (1,389) (5,752) (5,330) (5,752) Net Loss attributable to PowerSchool Holdings, Inc. $ (2,528) $ (19,376) $ (19,165) $ (21,438) Denominator: Weighted average shares of Class A common stock outstanding - basic and diluted 158,812,536 156,962,167 158,387,266 156,962,167 Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic and diluted $ (0.02) $ (0.12) $ (0.12) $ (0.14)
Schedule of Antidilutive Shares	In addition, the following securities were not included in the computation of diluted shares outstanding for the three and nine months ended September 30, 2022 because they were antidilutive, but could potentially dilute earnings (loss) per share in the future: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Unvested Restricted Shares and RSUs 8,151,595 6,797,302 8,151,595 6,797,302 LLC Units 39,928,472 39,928,472 39,928,472 39,928,472 Total excluded from diluted EPS calculation 48,080,067 46,725,774 48,080,067 46,725,774

BUSINESS (Details)

BUSINESS (Details) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	Aug. 10, 2021	Jul. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Underwriting discounts and commissions			$ 295	$ 11,753
Percentage of cash savings payable		85%
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
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
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
Class B common stock
Class of Stock [Line Items]
Common stock, par value (in dollars per share)			$ 0.0001		$ 0.0001
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

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets	$ 9,962		$ 9,962		$ 0
Operating lease liability	15,660		15,660
Decrease in accumulated deficit	(1,242,095)		(1,242,095)		(1,234,745)
Goodwill impairment	0	$ 0
Finite lived intangible asset impairment losses	0	0
Deferred offering costs	$ 0		0		0
Debt issuance costs incurred and reclassified		11,800	$ 300
Payments to affiliates, as a percentage of total tax benefits	85%		85%
Advertising expenses	$ 1,700	1,300	$ 4,000	$ 2,300
Foreign currency exchange gains (losses)	$ 500	$ 400	$ 1,000
Number of operating segments | segment			1
Number of reportable segments | segment			1
Technology
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives			7 years
Software, Equipment and Site Improvements | Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives			3 years
Software, Equipment and Site Improvements | Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives			10 years
Building
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives			20 years
Leasehold Improvements | Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives			1 year
Leasehold Improvements | Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives			9 years
Software Development
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives			5 years
Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets					15,800
Operating lease liability					17,800
Decrease in accumulated deficit					$ 1,400

BUSINESS COMBINATIONS - Narrati

BUSINESS COMBINATIONS - Narrative (Details) $ in Thousands						3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 01, 2022 USD ($)	May 02, 2022 USD ($)	Feb. 01, 2022 USD ($)	Dec. 01, 2021 USD ($)	Mar. 03, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) acquisition	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) acquisition
Business Acquisition [Line Items]
Number of acquisitions | acquisition								3		2
Acquisition costs						$ 11	$ 295	$ 2,630	$ 6,074
Goodwill						2,486,423		2,486,423		$ 2,454,692
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
Kinvolved, Inc.
Business Acquisition [Line Items]
Consideration transferred			$ 23,300
Acquisition costs								1,200
Goodwill			18,600
Payments to Acquire Businesses, Gross			16,200
Fair value of deferred cash consideration			$ 7,100
Chalk.com Education, Inc.
Business Acquisition [Line Items]
Consideration transferred		$ 13,500
Acquisition costs								$ 900
Goodwill		10,000
Payments to Acquire Businesses, Gross		10,400
Additional deferred cash consideration		$ 3,100
Headed2, LLC
Business Acquisition [Line Items]
Consideration transferred	$ 5,800
Acquisition costs						$ 500
Goodwill	$ 3,300

BUSINESS COMBINATIONS - Assets

BUSINESS COMBINATIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Feb. 01, 2022	Sep. 30, 2022	Jun. 01, 2022	May 02, 2022	Dec. 31, 2021	Dec. 01, 2021	Mar. 03, 2021
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Assets			$ 200	$ (200)
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets			2,300	$ 3,600
Goodwill		$ 2,486,423			$ 2,454,692
Kinvolved, Inc.
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Assets	$ 200
Business Combination, Consideration Transferred [Abstract]
Payments to Acquire Businesses, Gross	16,200
Business Combination, Consideration Transferred, Liabilities Incurred	7,100
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets	4,500
Goodwill	$ 18,600
Headed2, LLC
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Goodwill			$ 3,300
Hobsons, Inc.
Business Combination, Consideration Transferred [Abstract]
Total consideration							$ 318,861
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Accounts receivable							8,058
Prepaid expenses and other assets							13,967
Property and equipment							670
Other assets							26
Intangible assets							127,400
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities							29,465
Accounts payable							1,814
Accrued expenses							4,427
Deferred revenue							29,618
Goodwill							$ 234,064
Kickboard, Inc.
Business Combination, Consideration Transferred [Abstract]
Total consideration						$ 15,479
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
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 - Disaggregation of Rev

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 162,434	$ 148,952	$ 469,617	$ 412,502
United States
Disaggregation of Revenue [Line Items]
Total revenue	150,626	137,967	434,194	379,778
Canada
Disaggregation of Revenue [Line Items]
Total revenue	9,260	8,992	27,243	26,660
Other
Disaggregation of Revenue [Line Items]
Total revenue	2,548	1,993	8,180	6,064
SaaS
Disaggregation of Revenue [Line Items]
Total revenue	109,526	97,290	319,742	267,942
Professional services
Disaggregation of Revenue [Line Items]
Total revenue	19,933	18,497	55,114	47,533
Software maintenance
Disaggregation of Revenue [Line Items]
Total revenue	27,569	26,982	82,128	81,184
License and other
Disaggregation of Revenue [Line Items]
Total revenue	$ 5,406	$ 6,183	$ 12,633	$ 15,843

REVENUE - Changes in Deferred R

REVENUE - Changes in Deferred Revenues (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Contract with Customer, Liability [Roll Forward]
Balance at beginning of period	$ 301,157	$ 235,190
Decrease from revenue recognized	(236,631)	(225,594)
Increase from acquisitions	1,586	26,952
Increase from current period net deferred revenue additions	302,604	264,609
Balance at end of period	$ 368,716	$ 301,157

REVENUE - Performance Obligatio

REVENUE - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01	Sep. 30, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Percentage of remaining performance obligations expected to be recognized	99%
Performance obligations expected to be recognized, expected timing	12 months

REVENUE - Contract Cost Assets

REVENUE - Contract Cost Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Contract costs, current	$ 5,614		$ 5,614		$ 4,835
Contract costs, noncurrent	22,187		22,187		18,454
Total contract costs	27,801		27,801		$ 23,289
Amortization expense for contract costs	$ 1,300	$ 900	$ 3,400	$ 2,400

ACCOUNTS RECEIVABLE - Schedule

ACCOUNTS RECEIVABLE - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Receivables [Abstract]
Accounts receivable	$ 108,562	$ 53,367
Less allowance	(6,160)	(4,964)	$ (7,869)
Accounts receivable—net	$ 102,402	$ 48,403

ACCOUNTS RECEIVABLE - Schedul_2

ACCOUNTS RECEIVABLE - Schedule of Allowance for Credit Loss (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for doubtful accounts, beginning balance	$ 4,964	$ 7,869
Additions to (removals from) allowance for doubtful accounts	1,515	(2,857)
Write-offs of bad debt expense	(319)	(48)
Allowance for doubtful accounts, ending balance	$ 6,160	$ 4,964

PROPERTY AND EQUIPMENT_NET (Det

PROPERTY AND EQUIPMENT—NET (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment	$ 23,943		$ 23,943		$ 33,200
Less accumulated depreciation	(17,150)		(17,150)		(17,524)
Property and equipment—net	6,793		6,793		15,676
Depreciation expense	1,100	$ 1,700	3,700	$ 5,000
Building
Property, Plant and Equipment [Line Items]
Property and equipment	0		0		7,519
Land
Property, Plant and Equipment [Line Items]
Property and equipment	0		0		294
Computer and software
Property, Plant and Equipment [Line Items]
Property and equipment	19,460		19,460		18,512
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment	1,691		1,691		2,912
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,792		$ 2,792		$ 3,963

CAPITALIZED PRODUCT DEVELOPME_3

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Research and Development [Abstract]
Gross capitalized product development costs	$ 143,771		$ 143,771		$ 109,290
Less accumulated amortization	(45,433)		(45,433)		(28,679)
Capitalized product development costs—net	98,338		98,338		$ 80,611
Other	$ 6,000	$ 4,000	$ 16,900	$ 11,300

GOODWILL (Details)

GOODWILL (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 2,454,692
Additions due to acquisitions	31,937
Other adjustments	(206)
Ending balance	2,486,423
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	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 1,089,650	$ 1,078,200
Accumulated Amortization	(343,845)	(273,291)
Intangible Assets—Net	745,805	804,909
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	293,580	285,400
Accumulated Amortization	(126,117)	(100,704)
Intangible Assets—Net	$ 167,463	$ 184,696
Weighted- Average Useful Life	9 years	8 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 742,600	$ 740,100
Accumulated Amortization	(196,306)	(155,012)
Intangible Assets—Net	$ 546,294	$ 585,088
Weighted- Average Useful Life	14 years	14 years
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 53,470	$ 52,700
Accumulated Amortization	(21,422)	(17,575)
Intangible Assets—Net	$ 32,048	$ 35,125
Weighted- Average Useful Life	10 years	9 years

OTHER INTANGIBLE ASSETS_NET - A

OTHER INTANGIBLE ASSETS—NET - Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 23,675	$ 23,476	$ 70,554	$ 68,197
Cost of revenue
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	8,571	8,561	25,416	25,017
Selling, general, and administrative expense
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 15,104	$ 14,915	$ 45,138	$ 43,180

OTHER INTANGIBLE ASSETS_NET - E

OTHER INTANGIBLE ASSETS—NET - Estimated Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2022 (remaining nine months)	$ 23,679
2023	94,715
2024	94,074
2025	93,885
2026	82,817
Thereafter	356,635
Intangible Assets—Net	$ 745,805	$ 804,909

ACCRUED EXPENSES - Schedule Acc

ACCRUED EXPENSES - Schedule Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued compensation	$ 35,368	$ 38,492
Accrued interest	127	650
Accrued taxes	5,750	2,131
Other accrued expenses	32,010	29,894
Total accrued expenses	$ 73,255	$ 71,167

ACCRUED EXPENSES - Fair Value o

ACCRUED EXPENSES - Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Contingent Consideration Liability Rollfoward [Roll Forward]
Balance at beginning of period	$ 0
Acquisition date fair value	10,079
Payment	1,392	$ 0
Fair value adjustments	(5,586)	$ 0
Balance at end of period	$ 3,101

LONG-TERM DEBT AND REVOLVING _3

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Narrative (Details) - USD ($) $ in Thousands		9 Months Ended
	Aug. 01, 2018	Sep. 30, 2022	Dec. 31, 2021	Jul. 30, 2021	Nov. 25, 2020
Debt Instrument [Line Items]
Debt discounts		$ 786	$ 992
Debt issuance costs		7,584	9,583
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	289,000	$ 289,000	$ 180,000
Revolving credit, debt issuance costs		$ 3,400
Commitment fee percentage		0.50%
Borrowings from revolving credit facility		$ 70,000
Revolving credit facility			$ 0
First lien net coverage ratio	7.75
Outstanding balance as a percentage of borrowing capacity	35%	35%	35%
Line of Credit | LIBOR | Revolving Credit Facility
Debt Instrument [Line Items]
Applicable margin	3.25%
Step-down percentage	0.50%
First Lien | Secured Debt
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%
First Lien | Secured Debt | LIBOR
Debt Instrument [Line Items]
Applicable margin	3.25%
Interest rate		6.03%	3.10%

LONG-TERM DEBT AND REVOLVING _4

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Schedule of Outstanding Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Aug. 01, 2018
Debt Instrument [Line Items]
Total outstanding principal	$ 745,938	$ 751,750
Less current portion of long-term debt	(7,750)	(7,750)
Less unamortized debt discount	(786)	(992)
Less unamortized debt issuance costs	(7,584)	(9,583)
Total long-term debt—net	729,818	733,425
Secured Debt | First Lien
Debt Instrument [Line Items]
Total outstanding principal	$ 745,938	$ 751,750
Less unamortized debt discount			$ (1,900)
Less unamortized debt issuance costs			$ (18,700)

LONG-TERM DEBT AND REVOLVING _5

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Maturities of Long-Term Debt (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Maturities of Long-term Debt [Abstract]
2022 (remaining nine months)	$ 1,938
2023	7,750
2024	7,750
2025	728,500
Total	$ 745,938

LEASES - Components of Operatin

LEASES - Components of Operating Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Rent expense	$ 1,100	$ 2,300	$ 4,300	$ 6,200
Lease, Cost [Abstract]
Operating lease cost1	1,138		12,291
Short-term lease cost	49		149
Variable lease cost and other, net	346		1,006
Total lease cost	1,533		13,446
Operating Lease, Payments	2,516		7,136
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	$ 1,830		$ 5,484

LEASES - Schedule of Future Min

LEASES - Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Lease Arrangements (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2022 (remaining nine months)	$ 2,469
2023	5,994
2024	4,343
2025	2,164
2026	1,233
Thereafter	743
Total undiscounted cash flows	16,946
Less imputed interest	1,286
Present value of lease liabilities	$ 15,660
P3Y3M3D	3 years 3 months 18 days
0.0391	3.90%

LEASES - Future Minimum Lease P

LEASES - Future Minimum Lease Payments, Prior to Adoption (Details) $ in Thousands	Dec. 31, 2021 USD ($)
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 -

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions	Jan. 01, 2022	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies [Line Items]
Remaining balance of financing obligations			$ 4.5
Net book value of financing obligation			6.5
Operating lease liability obtained in exchange for financing obligation	$ 2
Operating lease right-of-use asset obtained in exchange for financing obligation	$ 2.6
Estimated liability for incurred, but not reported, medical claims		$ 2.5	$ 1.2
Data Center, Cloud Hosting Arrangements and Other Services
Commitments and Contingencies [Line Items]
Remaining aggregate minimum purchase commitment		$ 47.8

STOCKHOLDERS_ EQUITY AND NON-_2

STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST (Details) - $ / shares	8 Months Ended
	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Jul. 27, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)				50,000,000
Preferred stock, par value (in dollars per share)				$ 0.0001
PowerSchool Holdings, LLC
Class of Stock [Line Items]
Non-controlling interest percentage		20.10%
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
Percentage of voting power	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
Percentage of voting power	20%

SHARE-BASED COMPENSATION - Narr

SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Sep. 28, 2021	Jul. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation			$ 12,490	$ 10,719	$ 38,100	$ 13,455
Future compensation cost related to unvested units			160,400		$ 160,400
Future compensation cost recognition period					3 years
Share-based Payment Arrangement, Amount Capitalized			800	$ 700	$ 2,300	$ 700
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]
Total stock-based compensation			$ 1,300
Member 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%		25%
Total stock-based compensation			$ 6,300
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in dollars per share)					$ 16.72
Units granted (in shares)					4,470,848
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		19,315,000
Vesting percentage					25%

SHARE-BASED COMPENSATION - Sche

SHARE-BASED COMPENSATION - Schedule of MIU Activity (Details) - Management Incentive Units	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Number of Underlying Units
Beginning balance (in shares) | shares	28,143,250
Units canceled (in shares) | shares	(166,430)
Ending balance (in shares) | shares	27,976,820
Number of underlying units vested (in shares) | shares	10,830,525
Weighted-Average Grant-Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 1.25
Units canceled (in dollars per share) | $ / shares	1.28
Ending balance (in dollars per share) | $ / shares	1.26
Weighted-average grant date-fair value, vested (in dollars per share) | $ / shares	$ 1.26

SHARE-BASED COMPENSATION - Sc_2

SHARE-BASED COMPENSATION - Schedule of Restricted Stock Unit and Restricted Stock Award Activity (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Restricted Stock Units
Shares
Beginning balance (in shares) | shares	6,269,077
Granted (in shares) | shares	4,470,848
Vested (in shares) | shares	(1,533,694)
Canceled (in shares) | shares	(947,942)
Ending balance (in shares) | shares	8,258,289
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 24.89
Granted (in dollars per share) | $ / shares	16.72
Vested (in dollars per share) | $ / shares	25.08
Canceled (in dollars per share) | $ / shares	21.36
Ending balance (in dollars per share) | $ / shares	$ 20.84
Restricted Stock Awards
Shares
Beginning balance (in shares) | shares	438,863
Granted (in shares) | shares	0
Vested (in shares) | shares	(346,474)
Canceled (in shares) | shares	(6,224)
Ending balance (in shares) | shares	86,165
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 9.56
Granted (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	9.30
Canceled (in dollars per share) | $ / shares	12.73
Ending balance (in dollars per share) | $ / shares	$ 10.34

SHARE-BASED COMPENSATION - Shar

SHARE-BASED COMPENSATION - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 12,490	$ 10,719	$ 38,100	$ 13,455
Cost of revenue | Subscriptions and support
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	1,352	554	3,629	574
Cost of revenue | Service
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	557	770	2,803	912
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	3,462	1,892	9,890	2,370
Selling, general, and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 7,119	$ 7,503	$ 21,778	$ 9,599

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	1 Months Ended	2 Months Ended	3 Months Ended						9 Months Ended
	Jul. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Numerator:
Net Loss	$ 553	$ (25,681)	$ (3,917)	$ (6,458)	$ (14,120)	$ (25,128)	$ (2,545)	$ 483	$ (24,495)	$ (27,190)	$ (27,190)
Less: Net loss attributable to non-controlling interest			(1,389)			(5,752)			(5,330)	(5,752)
Net loss attributable to PowerSchool Holdings, Inc.			$ (2,528)			$ (19,376)			$ (19,165)	$ (21,438)
Denominator:
Weighted average shares of Class A common stock outstanding - basic (in shares)			158,812,536			156,962,167			158,387,266	156,962,167
Weighted average shares of Class A common stock outstanding - diluted (in shares)			158,812,536			156,962,167			158,387,266	156,962,167
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share)			$ (0.02)			$ (0.12)			$ (0.12)	$ (0.14)
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share)			$ (0.02)			$ (0.12)			$ (0.12)	$ (0.14)

EARNINGS (LOSS) PER SHARE ATT_4

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) - Schedule of Antidilutive Shares (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	48,080,067	46,725,774	48,080,067	46,725,774
Unvested Restricted Shares and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	8,151,595	6,797,302	8,151,595	6,797,302
LLC Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	39,928,472	39,928,472	39,928,472	39,928,472

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Examination [Line Items]
Income tax expense (benefit)	$ (811)	$ (2,685)	$ 794	$ (20,035)
Effective tax rate	17.10%	9.80%	(3.30%)	42.70%
Unrecognized tax benefits	$ 1,700		$ 1,700
Unrecognized tax benefits that would impact effective tax rate	$ 1,700		$ 1,700
Payments to affiliates, as a percentage of total tax benefits	85%		85%
Remaining percentage of tax benefits	15%		15%
Current liability recorded under tax receivable agreement	$ 4,100		$ 4,100
Non-current liability recorded under tax receivable agreement	$ (397,700)		$ (397,700)

RELATED-PARTY TRANSACTIONS (Det

RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Mar. 03, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Consulting and Implementation Services | Affiliated Entity
Related Party Transaction [Line Items]
Costs of related party services		$ 0.1	$ 0.1
Consulting and Implementation Services | Affiliated Entity with Common Ownership
Related Party Transaction [Line Items]
Purchases from related parties		0.8	1	$ 3.2	$ 1.7
Amounts due from (to) related parties		(0.1)		(0.1)
Reseller Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Term of related party agreement	10 years
Amount of transactions with related parties	$ 33.7
Selling, general and administrative expenses recognized		$ 3.5	$ 2.4	8.8	5.5
Transition Service Agreement | Affiliated Entity
Related Party Transaction [Line Items]
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				$ 7.6	$ 0.6

EMPLOYEE BENEFIT PLANS (Details

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021
Retirement Benefits [Abstract]
Employer matching contributions	$ 2.6	$ 2.3	$ 6.6

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Revolving Credit Facility - Line of Credit - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Aug. 01, 2018
Subsequent Event [Line Items]
Borrowings from revolving credit facility	$ 70
Outstanding balance as a percentage of borrowing capacity	35%	35%	35%

Uncategorized Items - pwsc-2022

Label	Element	Value
Gain (Loss) on Extinguishment of Debt	us-gaap_GainsLossesOnExtinguishmentOfDebt	$ 0
Gain (Loss) on Extinguishment of Debt	us-gaap_GainsLossesOnExtinguishmentOfDebt	$ (12,905,000)