Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40684 | ||
Entity Registrant Name | PowerSchool Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-4166024 | ||
Entity Address, Address Line One | 150 Parkshore Drive | ||
Entity Address, City or Town | Folsom | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95630 | ||
City Area Code | 877 | ||
Local Phone Number | 873-1550 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | PWSC | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Smaller Reporting Company | false | ||
Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 552,500 | ||
Entity Common Stock, Shares Outstanding | 199,618,856 | ||
Documents Incorporated by Reference | The information called for by Part III of this Form 10-K is hereby incorporated by reference from the definitive Proxy Statement for our annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2022. | ||
Entity Central Index Key | 0001835681 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Information [Line Items] | |||
Entity Public Float | $ 552,500 | ||
Entity Common Stock, Shares Outstanding | 199,618,856 | ||
Entity Ex Transition Period | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | Sacramento, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 137,471 | $ 86,479 |
Accounts receivable—net of allowance of $4,712 and $4,964 respectively | 54,296 | 48,403 |
Prepaid expenses and other current assets | 36,886 | 38,423 |
Total current assets | 228,653 | 173,305 |
Property and equipment - net | 6,173 | 15,676 |
Capitalized product development costs - net | 100,861 | 80,611 |
Goodwill | 2,487,007 | 2,454,692 |
Intangible assets - net | 722,147 | 804,909 |
Other assets | 29,677 | 27,489 |
Total assets | 3,583,395 | 3,556,682 |
Current Liabilities: | ||
Accounts payable | 5,878 | 12,449 |
Accrued expenses | 84,270 | 71,167 |
Deferred revenue, current | 310,536 | 294,276 |
Current portion of long-term debt | 7,750 | 7,750 |
Total current liabilities | 413,697 | 385,642 |
Noncurrent Liabilities: | ||
Other liabilities | 2,099 | 7,423 |
Deferred taxes | 281,314 | 295,959 |
Tax Receivable Agreement liability | 410,361 | 404,394 |
Deferred revenue—net of current | 5,303 | 6,881 |
Long-term debt, net | 728,624 | 733,425 |
Total liabilities | 1,849,451 | 1,833,724 |
Commitments and contingencies (Note 13) | ||
Stockholders'/Members’ Equity: | ||
Additional paid-in capital | 1,438,019 | 1,399,967 |
Accumulated other comprehensive loss | (2,122) | (216) |
Accumulated deficit | (187,250) | (165,026) |
Total stockholders'/members’ equity attributable to PowerSchool Holdings, Inc. | 1,248,667 | |
Non-controlling interest | 485,277 | |
Total stockholders'/members’ equity | 1,733,944 | 1,722,958 |
Total stockholders'/members’ equity attributable to PowerSchool Holdings, Inc. | 1,234,745 | |
Non-controlling interest | 488,213 | |
Total stockholders'/members’ equity | 1,722,958 | |
Total liabilities and stockholders'/members' equity | 3,583,395 | 3,556,682 |
Operating Lease, Liability, Current | 5,263 | 0 |
Increase in operating lease, right-of-use assets | 8,877 | 0 |
Operating Lease, Liability, Noncurrent | $ 8,053 | $ 0 |
Class A common stock | ||
Stockholders'/Members’ Equity: | ||
Common stock, shares outstanding (in shares) | 158,034,497 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock | $ 16 | $ 16 |
Common stock, shares issued (in shares) | 159,596,001 | 158,034,497 |
Class B common stock | ||
Stockholders'/Members’ Equity: | ||
Common stock, shares outstanding (in shares) | 39,928,472 | 39,928,472 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock | $ 4 | $ 4 |
Common stock, shares issued (in shares) | 39,928,472 | 39,928,472 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance for credit losses | $ 4,712 | $ 4,964 | $ 7,869 |
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) | 159,596,001 | 158,034,497 | |
Common stock, shares outstanding (in shares) | 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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 630,683 | $ 558,598 | $ 434,888 |
Cost of revenue: | |||
Depreciation and amortization | 58,252 | 50,708 | 41,000 |
Total cost of revenue | 272,347 | 240,858 | 191,802 |
Gross profit | 358,336 | 317,740 | 243,086 |
Operating expenses: | |||
Research and development | 107,498 | 92,740 | 70,673 |
Selling, general, and administrative | 178,337 | 149,167 | 92,711 |
Acquisition costs | 2,630 | 7,299 | 2,495 |
Depreciation and amortization | 63,967 | 62,818 | 54,744 |
Total operating expenses | 352,432 | 312,024 | 220,623 |
Income from operations | 5,904 | 5,716 | 22,463 |
Interest expense—net | 40,013 | 58,935 | 68,714 |
Related Party Tax Expense Effect of Change in Allocation Methodology | 7,788 | ||
Loss on extinguishment of debt | 0 | 12,905 | 0 |
Other (income) expenses—net | (1,341) | (644) | 358 |
Loss before income taxes | (40,556) | (65,480) | (46,609) |
Income tax expense (benefit) | (12,815) | (22,415) | 39 |
Net loss | (27,741) | (43,065) | (46,648) |
Less: Net loss attributable to non-controlling interest | (6,954) | (9,296) | 0 |
Net loss attributable to PowerSchool Holdings, Inc. | (20,787) | (33,769) | $ (46,648) |
Net Income (Loss) Available to Common Stockholders, Basic | (20,787) | (33,769) | |
Net Income (Loss) Available to Common Stockholders, Diluted | $ (26,807) | $ (33,769) | |
Earnings Per Share, Basic and Diluted | $ (0.13) | $ (0.21) | |
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share) | (0.13) | (0.21) | $ 0 |
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share) | $ (0.13) | $ (0.21) | $ 0 |
Weighted average shares of Class A common stock outstanding - basic (in shares) | 158,664,189 | 157,576,056 | 0 |
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 198,592,661 | 157,576,056 | 0 |
Foreign currency translation | $ (1,903) | $ (554) | $ 353 |
Unrealized Gain (Loss) on Investments | (3) | ||
Total other comprehensive income (loss) | (1,906) | (554) | 353 |
Less: comprehensive loss attributable to non-controlling interest | (382) | (55) | 0 |
Comprehensive loss attributable to PowerSchool Holdings, Inc. | (22,311) | (34,268) | (46,295) |
Subscriptions and support | |||
Revenue: | |||
Total revenue | 543,444 | 477,296 | 370,853 |
Cost of revenue: | |||
Cost of revenue, excluding depreciation and amortization | 151,374 | 135,963 | 108,158 |
Service | |||
Revenue: | |||
Total revenue | 70,402 | 61,976 | 49,471 |
Cost of revenue: | |||
Cost of revenue, excluding depreciation and amortization | 59,027 | 51,803 | 41,324 |
License and other | |||
Revenue: | |||
Total revenue | 16,837 | 19,326 | 14,564 |
Cost of revenue: | |||
Cost of revenue, excluding depreciation and amortization | $ 3,694 | $ 2,384 | $ 1,320 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’/ MEMBERS’ EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | 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) income | Accumulated deficit | Accumulated deficit Cumulative Effect, Period of Adoption, Adjustment [Member] | Non-controlling interest |
Member's investment, beginning balance at Dec. 31, 2019 | $ 1,719,565 | $ 1,851,127 | $ 88 | $ (131,650) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Repurchase of management incentive units | (989) | (989) | ||||||||||
Management incentive unit and stock-based compensation | 5,592 | 5,592 | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | 353 | |||||||||||
Foreign currency translation | 353 | 353 | ||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (46,648) | (46,648) | ||||||||||
Member's investment, ending balance at Dec. 31, 2020 | 1,677,873 | 1,855,730 | 441 | (178,298) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Repurchase of management incentive units | (448) | (448) | ||||||||||
Management incentive unit and stock-based compensation | 3,204 | 3,204 | ||||||||||
Foreign currency translation | (283) | (283) | ||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (1,509) | (1,509) | ||||||||||
Member's investment, ending balance at Jul. 30, 2021 | 1,678,837 | 1,858,486 | $ 0 | 158 | (179,807) | $ 0 | ||||||
Stockholder's equity, ending balance (in shares) at Jul. 30, 2021 | 0 | 0 | ||||||||||
Stockholder's equity, ending balance at Jul. 30, 2021 | 1,678,837 | $ 0 | $ 0 | 0 | 158 | (179,807) | 0 | |||||
Member's investment, beginning balance at Dec. 31, 2020 | 1,677,873 | 1,855,730 | 441 | (178,298) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Other Comprehensive Income (Loss), Net of Tax | (554) | |||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (43,065) | |||||||||||
Member's investment, ending balance at Dec. 31, 2021 | 1,234,745 | 0 | ||||||||||
Stockholder's equity, ending balance (in shares) at Dec. 31, 2021 | 158,034,000 | 39,928,000 | ||||||||||
Stockholder's equity, ending balance at Dec. 31, 2021 | 1,722,958 | $ (1,437) | $ 16 | $ 4 | 1,399,967 | (216) | (165,026) | $ (1,437) | 488,213 | |||
Member's investment, beginning balance at Jul. 30, 2021 | 1,678,837 | 1,858,486 | 0 | 158 | (179,807) | 0 | ||||||
Stockholder's equity, beginning balance (in shares) at Jul. 30, 2021 | 0 | 0 | ||||||||||
Stockholder's equity, beginning balance at Jul. 30, 2021 | 1,678,837 | $ 0 | $ 0 | 0 | 158 | (179,807) | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Management incentive unit and stock-based compensation | 23,414 | 23,414 | ||||||||||
Foreign currency translation | (374) | (374) | ||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (41,556) | (32,260) | (9,296) | |||||||||
Issuance of common stock (in shares) | 157,918,000 | 39,928,000 | ||||||||||
Issuance of common stock | $ 754,391 | $ 4 | $ 16 | $ 4 | 754,375 | |||||||
Effects of organizational transactions | 0 | (1,858,486) | 1,370,041 | 488,445 | ||||||||
Allocation of equity to non-controlling interests | 0 | (51,700) | 47,041 | 4,659 | ||||||||
Establishment of tax receivable agreement liability | $ (404,394) | (404,394) | ||||||||||
Adjustment to deferred taxes | (287,364) | (287,364) | ||||||||||
Issuance of common stock upon vesting of Restricted Stock Awards (in shares) | 116,000 | |||||||||||
Allocation of equity to non-controlling interests | 0 | (4,405) | 4,405 | |||||||||
Member's investment, ending balance at Dec. 31, 2021 | 1,234,745 | 0 | ||||||||||
Stockholder's equity, ending balance (in shares) at Dec. 31, 2021 | 158,034,000 | 39,928,000 | ||||||||||
Stockholder's equity, ending balance at Dec. 31, 2021 | 1,722,958 | $ (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 stock-based compensation | 53,389 | 53,389 | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | (1,906) | (1,906) | ||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (27,741) | (20,787) | (6,954) | |||||||||
Adjustment to deferred taxes | 163 | 163 | ||||||||||
Issuance of common stock upon vesting of Restricted Stock Awards (in shares) | 1,562,000 | |||||||||||
Allocation of equity to non-controlling interests | 0 | (4,018) | 4,018 | |||||||||
Member's investment, ending balance at Dec. 31, 2022 | $ 0 | |||||||||||
Stockholder's equity, ending balance (in shares) at Dec. 31, 2022 | 159,596,000 | 39,928,000 | ||||||||||
Stockholder's equity, ending balance at Dec. 31, 2022 | 1,733,944 | $ 16 | $ 4 | 1,438,019 | $ (2,122) | $ (187,250) | $ 485,277 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | 11,187 | (11,187) | ||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ (295) | $ (295) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (27,741) | $ (43,065) | $ (46,648) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||
Gain (Loss) on Extinguishment of Debt | 0 | 12,905 | 0 |
Depreciation, Depletion and Amortization | 122,219 | 113,479 | 95,744 |
Share-based Payment Arrangement, Noncash Expense | 50,267 | 25,137 | 5,592 |
Asset Impairment Charges | 8,837 | 97 | 500 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (4,886) | ||
Other Noncash Income (Expense) | 10,699 | 10,216 | 5,670 |
Increase (Decrease) in Operating Capital [Abstract] | |||
Increase (Decrease) in Accounts Receivable | (5,975) | 7,299 | 11,566 |
Increase (Decrease) in Prepaid Expense and Other Assets | 1,664 | (1,099) | (2,387) |
Increase (Decrease) in Other Noncurrent Assets | (2,792) | (1,576) | (6,351) |
Increase (Decrease) in Accounts Payable | (6,052) | 2,265 | (2,165) |
Increase (Decrease) in Accrued Liabilities | 9,938 | 3,381 | (996) |
Increase (Decrease) in Other Noncurrent Liabilities | (4,348) | (271) | (273) |
Increase (Decrease) in Deferred Income Taxes | (15,269) | (24,864) | (1,925) |
Increase (Decrease) in Contract with Customer, Liability | 12,448 | 39,199 | 31,127 |
Net Cash Provided by (Used in) Operating Activities, Total | 149,009 | 143,103 | 89,454 |
Net Cash Provided by (Used in) Investing Activities [Abstract] | |||
Payments to Acquire Property, Plant, and Equipment | (3,651) | (3,988) | (2,771) |
Proceeds from Sale of Property, Plant, and Equipment | 0 | 0 | 69 |
Payments to Develop Software | (41,460) | (35,920) | (28,822) |
Payments to Acquire Businesses, Net of Cash Acquired | (31,143) | (333,593) | (75,753) |
Payment for Contingent Consideration Liability, Investing Activities | (1,392) | ||
Net Cash Provided by (Used in) Investing Activities, Total | (77,646) | (373,501) | (107,277) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | |||
Payment, Tax Withholding, Share-based Payment Arrangement | (11,187) | ||
Proceeds from Long-term Lines of Credit | 70,000 | 55,000 | 101,000 |
Proceeds from loans | 0 | 315,200 | 0 |
Payments for Repurchase of Member Units | 0 | (448) | (989) |
Payments of Stock Issuance Costs | (295) | (11,753) | 0 |
Payments of Debt Issuance Costs | 0 | (2,823) | 0 |
Repayment of capital leases | 0 | (27) | (34) |
Proceeds from Issuance Initial Public Offering | 0 | 766,075 | 0 |
Net Cash Provided by (Used in) Financing Activities, Total | (19,232) | 264,699 | 30,702 |
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | (1,141) | (556) | 876 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total | 50,990 | 33,745 | 13,755 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Beginning Balance | 86,991 | 53,246 | 39,491 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Ending Balance | 137,981 | 86,991 | 53,246 |
Supplemental Cash Flow Information [Abstract] | |||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 28,948 | 51,438 | 72,102 |
Income Taxes Paid, Net | 2,103 | 2,452 | 4,366 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |||
Noncash or Part Noncash Transaction, Capital Leases Acquired | 0 | 0 | 245 |
Capital Expenditures Incurred but Not yet Paid | 126 | 765 | 557 |
Interest Costs Capitalized | 936 | 403 | 545 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |||
Cash and cash equivalents | 137,471 | 86,479 | 52,734 |
Restricted Cash and Cash Equivalents | 510 | 512 | 512 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | 137,981 | 86,991 | 53,246 |
Bridge Loan | |||
Net Cash Provided by (Used in) Financing Activities [Abstract] | |||
Repayment of loans | 0 | (320,000) | 0 |
Second Lien | |||
Net Cash Provided by (Used in) Financing Activities [Abstract] | |||
Repayment of loans | 0 | (365,000) | 0 |
Revolving Credit | |||
Net Cash Provided by (Used in) Financing Activities [Abstract] | |||
Repayments of lines of credit | (70,000) | (95,000) | (61,000) |
First Lien Debt | |||
Net Cash Provided by (Used in) Financing Activities [Abstract] | |||
Repayments of lines of credit | (7,750) | (7,750) | (7,750) |
Incremental Facility | |||
Net Cash Provided by (Used in) Financing Activities [Abstract] | |||
Repayments of lines of credit | $ 0 | $ (68,775) | $ (525) |
BUSINESS
BUSINESS | 12 Months Ended |
Dec. 31, 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 (the “TRA”) with Topco LLC, and the Principal Stockholders that provides for the payment by the Company to Topco LLC and the Principal Stockholders, collectively, of 85% of the amount of cash savings, if any, in U.S. federal, state and local income taxes. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated balance sheets as of December 31, 2022 and December 31, 2021, the consolidated statements of operations and comprehensive loss, statements of stockholders’/members’ equity, and statements of cash flows for the years ended December 31, 2022, 2021, and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In management’s opinion, the consolidated financial statements include all adjustments necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows for the periods presented. These adjustments consist of normal and recurring items. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates Use of estimates is required in the preparation of the consolidated financial statements in conformity with GAAP. Management makes estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experience and on various other factors that it believes are reasonable under the circumstances. The estimates the Company evaluates include, but are not limited to: • the fair value of assets acquired and liabilities assumed in business combinations, including acquired intangible assets, goodwill, contingent consideration, and liabilities associated with deferred revenue and deferred taxes; • the average period of benefit related to contract cost assets; • the allowance for doubtful accounts; • the fair value of certain stock awards; • the useful lives and recoverability of long-lived assets, including capitalized product development costs • the recognition, measurement and valuation of deferred income taxes • the actual amounts and timing of payments under the Tax Receivable Agreement; and Actual results could differ from those estimates under different assumptions or conditions including, but not limited to, the continued uncertainty surrounding the rapidly changing market and economic conditions due to the novel Coronavirus Disease 2019 (“COVID-19”) pandemic. Recent Accounting Pronouncements Not Yet Adopted On January 1, 2023, we prospectively adopted 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. The adoption of the accounting pronouncement did not have a material impact on the valuation of our financial instruments. 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 three years. However, the contract may be in 12-month increments as customers are generally permitted to terminate after 12 months due to non-appropriation of funds. 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 estimated fair value of our investments are based on quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. Other than our money market funds, we classify our fixed income investments as having Level 2 inputs. The valuation techniques used to measure the fair value of our investments having Level 2 inputs were determined by third-party pricing services and were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted cash flow techniques. We do not hold any investments valued with a Level 3 input. Additionally, the Company has recognized contingent consideration liabilities 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 values of these contingent consideration liabilities are based on unobservable inputs, including management estimates and assumptions about future revenues and share price, and are, therefore, classified as Level 3. See Note 10 for further information regarding the fair value of the contingent consideration liabilities. 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 Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. Cash equivalents consist primarily of money-market funds and commercial paper, all of which are considered high investment grade. We place the majority of our cash and cash equivalents with financial institutions that management believes to have high-quality credit. Certain of our cash balances held with a financial institution are in excess of Federal Deposit Insurance Corporation limits. Our investment portfolio consists of investments diversified among security types, industries and issuers. Our investments were held and managed by recognized financial institutions that followed our investment policy with the main objective of preserving capital and maintaining liquidity. 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 December 31, 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. Cash equivalents included $90.5 million of money-market funds and $11.3 million of commercial paper. For commercial paper, carrying value approximates fair value due to the short-term nature of the instruments and were classified as Level 2 assets in the fair value hierarchy. The fair value of money-market funds, which was consistent with their carrying value, was determined using unadjusted prices in active, accessible markets for identical assets, and as such, they were classified as Level 1 assets in the fair value hierarchy. 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 non-lease 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 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 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 December 31, 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 twelve months ended December 31, 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 compreh ensive loss include the results of operations of the acquirees since the date of acquisition. The net assets of the acquisition with the exception of contract assets and contract liabilities (i.e., deferred revenue) were recorded at their estimated fair values as of the acquisition date. 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 (“measurement period”). Any changes in the fair |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS We completed two acquisition in fiscal year 2021 and three acquisitions in fiscal year 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 months 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. Neither the Hobsons nor the Kickboard acquisition had a material impact on the Company’s consolidated financial statements (individually or in the aggregate during the 2021 fiscal period). Therefore, historical results of operations subsequent to the acquisition date and pro forma results of operations have not been presented. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | REVENUE Disaggregation of Revenue The following table depicts the disaggregation of revenue according to the Company’s revenue streams. The Company believes this depicts the nature, amount, timing and uncertainty of revenue and cash flows consistent with how we evaluate our financial statements (in thousands): Year Ended December 31, 2022 2021 2020 SaaS $ 433,643 $ 368,105 $ 258,568 Professional services 70,402 61,976 49,471 Software maintenance 109,801 109,191 112,285 License and other 16,837 19,326 14,564 Total revenue $ 630,683 $ 558,598 $ 434,888 Revenue recognized for the year ended December 31, 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): Year Ended December 31, 2022 2021 2020 United States $ 585,253 $ 515,043 $ 397,456 Canada 35,439 35,447 31,057 Other 9,991 8,108 6,375 Total revenue $ 630,683 $ 558,598 $ 434,888 Deferred Revenue The changes in the deferred revenue balance were as follows (in thousands): December 31, 2022 December 31, 2021 Balance at beginning of period $ 301,157 $ 235,190 Decrease from revenue recognized (289,328) (225,594) Increase from acquisitions 1,586 26,952 Increase from current year net deferred revenue additions 302,424 264,609 Balance at end of period $ 315,839 $ 301,157 As of December 31, 2022, the Company expects to recognize revenue on approximately 98% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. The estimated revenues from the remaining performance obligations do not include uncommitted contract amounts such as (i) amounts that are cancellable by the customer without significant penalty, (ii) future billings for time and material contracts, and (iii) amounts associated with optional renewal periods. Contract Cost Assets Contract cost assets are included in prepaid expenses and other current assets and other assets, respectively, on the consolidated balance sheets as follows (in thousands): December 31, 2022 December 31, 2021 Contract costs, current $ 6,103 $ 4,835 Contract costs, noncurrent 23,843 18,454 Total contract costs $ 29,946 $ 23,289 For the years ended, December 31, 2022, 2021, and 2020, amortization expense for contract cost assets was $4.7 million, $3.4 million and $2.0 million, respectively. There was no impairment of contract cost assets during the periods presented. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable, net, is as follows (in thousands): December 31, 2022 December 31, 2021 Accounts receivable $ 59,008 $ 53,367 Less allowance (4,712) (4,964) Accounts receivable—net $ 54,296 $ 48,403 The following tables presents the changes in the allowance for doubtful accounts (in thousands): December 31, 2022 December 31, 2021 Allowance for doubtful accounts, beginning balance $ 4,964 $ 7,869 Additions to (removals from) allowance for doubtful accounts 131 (2,857) Write-offs of bad debt expense (383) (48) Allowance for doubtful accounts, ending balance $ 4,712 $ 4,964 |
PROPERTY AND EQUIPMENT_NET
PROPERTY AND EQUIPMENT—NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT—NET | PROPERTY AND EQUIPMENT—NET Property and equipment by category are as follows (in thousands): December 31, 2022 December 31, 2021 Building $ — $ 7,519 Land — 294 Computer and software 16,272 18,512 Furniture and fixtures 1,563 2,912 Leasehold improvements 2,377 3,963 Property and equipment 20,212 33,200 Less accumulated depreciation (14,039) (17,524) Property and equipment—net $ 6,173 $ 15,676 |
CAPITALIZED PRODUCT DEVELOPMENT
CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET | 12 Months Ended |
Dec. 31, 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): December 31, 2022 December 31, 2021 Gross capitalized product development costs $ 152,663 $ 109,290 Less accumulated amortization (51,802) (28,679) Capitalized product development costs—net $ 100,861 $ 80,611 Future estimated amortization expense on capitalized product developments projects is expected to be as follows as of December 31, 2022 (in thousands): Year Ending December 31, 2023 $ 28,432 2024 25,322 2025 18,795 2026 12,897 2027 5,336 Thereafter 10,079 Total $ 100,861 Amortization of capitalized product development costs, included in the cost of revenue section of the consolidated statements of operations and comprehensive loss, were $23.2 million, $15.7 million, and $9.7 million for the year ended December 31, 2022, 2021, and 2020, respectively. Intangible assets are amortized using the straight-line method based on the expected useful lives of the assets. The carrying values of acquired amortizing intangible assets are as follows (in thousands): December 31, 2022 Weighted- Average Useful Life December 31, 2021 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 293,599 8 years $ 285,400 8 years Customer relationships 742,600 14 years 740,100 14 years Trademarks 53,474 9 years 52,700 9 years $ 1,089,673 $ 1,078,200 Accumulated Amortization Developed technology $ (134,691) $ (100,704) Customer relationships (210,120) (155,012) Trademarks (22,715) (17,575) $ (367,526) $ (273,291) Intangible Assets—Net Developed technology $ 158,908 $ 184,696 Customer relationships 532,480 585,088 Trademarks 30,759 35,125 $ 722,147 $ 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): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 33,989 $ 33,283 $ 29,697 Selling, general, and administrative expense 60,246 58,067 48,966 Total amortization of acquired intangible assets $ 94,235 $ 91,350 $ 78,663 The estimated future amortization of intangible assets as of December 31, 2022, is as follows (in thousands): Year Ending December 31, 2023 $ 94,717 2024 94,076 2025 93,887 2026 82,820 2027 66,538 Thereafter 290,109 Total $ 722,147 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 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, 2020 $ 2,213,367 Additions due to acquisitions 241,633 Other adjustments 1 (308) Balance—December 31, 2021 $ 2,454,692 Additions due to acquisitions 31,937 Other adjustments 1 378 Balance—December 31, 2022 $ 2,487,007 _____________ 1 Includes adjustments of acquisition-date fair value within the one-year measurement period. |
OTHER INTANGIBLE ASSETS_NET
OTHER INTANGIBLE ASSETS—NET | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
OTHER INTANGIBLE ASSETS—NET | CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET Capitalized product development costs and related accumulated amortization consist of the following (in thousands): December 31, 2022 December 31, 2021 Gross capitalized product development costs $ 152,663 $ 109,290 Less accumulated amortization (51,802) (28,679) Capitalized product development costs—net $ 100,861 $ 80,611 Future estimated amortization expense on capitalized product developments projects is expected to be as follows as of December 31, 2022 (in thousands): Year Ending December 31, 2023 $ 28,432 2024 25,322 2025 18,795 2026 12,897 2027 5,336 Thereafter 10,079 Total $ 100,861 Amortization of capitalized product development costs, included in the cost of revenue section of the consolidated statements of operations and comprehensive loss, were $23.2 million, $15.7 million, and $9.7 million for the year ended December 31, 2022, 2021, and 2020, respectively. Intangible assets are amortized using the straight-line method based on the expected useful lives of the assets. The carrying values of acquired amortizing intangible assets are as follows (in thousands): December 31, 2022 Weighted- Average Useful Life December 31, 2021 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 293,599 8 years $ 285,400 8 years Customer relationships 742,600 14 years 740,100 14 years Trademarks 53,474 9 years 52,700 9 years $ 1,089,673 $ 1,078,200 Accumulated Amortization Developed technology $ (134,691) $ (100,704) Customer relationships (210,120) (155,012) Trademarks (22,715) (17,575) $ (367,526) $ (273,291) Intangible Assets—Net Developed technology $ 158,908 $ 184,696 Customer relationships 532,480 585,088 Trademarks 30,759 35,125 $ 722,147 $ 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): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 33,989 $ 33,283 $ 29,697 Selling, general, and administrative expense 60,246 58,067 48,966 Total amortization of acquired intangible assets $ 94,235 $ 91,350 $ 78,663 The estimated future amortization of intangible assets as of December 31, 2022, is as follows (in thousands): Year Ending December 31, 2023 $ 94,717 2024 94,076 2025 93,887 2026 82,820 2027 66,538 Thereafter 290,109 Total $ 722,147 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES The following table presents the detail of accrued expenses (in thousands): December 31, 2022 December 31, 2021 Accrued compensation $ 38,966 $ 38,492 Accrued interest 9,094 650 Accrued taxes 3,992 2,131 Other accrued expenses 32,218 29,894 Total accrued expenses $ 84,270 $ 71,167 |
LONG-TERM DEBT AND REVOLVING CR
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT | 12 Months Ended |
Dec. 31, 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 the 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 December 31, 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 December 31, 2022 and 2021 was 7.09% 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 December 31, 2022 and 2021, respectively. Issuance costs paid through December 31, 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 December 31, 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 with up to a 0.25% step down based on the First Lien Net Leverage Ratio, payable quarterly in arrears. During the year ended December 31, 2022, the Company borrowed and repaid $70.0 million on the Revolving Credit Agreement and there was no outstanding balance on the revolving credit facility as of December 31, 2022 and 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 December 31, 2022 and 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): December 31, 2022 December 31, 2021 Total outstanding principal—First Lien $ 744,000 $ 751,750 Less current portion of long-term debt (7,750) (7,750) Less unamortized debt discount (715) (992) Less unamortized debt issuance costs (6,911) (9,583) Total long-term debt—net $ 728,624 $ 733,425 Maturities on long-term debt outstanding as of December 31, 2022 are as follows (in thousands): Year Ending December 31, 2023 $ 7,750 2024 7,750 2025 728,500 Total $ 744,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 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 December 31, 2022, the remaining aggregate minimum purchase commitment under these arrangements was approximately $146.8 million through 2027. As of December 31, 2022, our future non-cancelable minimum payments due under these contractual obligations with a remaining term of more than one year were as follows (in thousands): Year Ending December 31, 2023 $ 53,766 2024 33,652 2025 21,837 2026 18,924 2027 18,650 Total $ 146,829 Sale-leaseback Transactions In fiscal year 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 $2.2 million and $1.2 million as of December 31, 2022 and 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 | 12 Months Ended |
Dec. 31, 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 December 31, 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 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 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 is 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 year ended December 31, 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, in 2021, 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. In the fourth quarter of fiscal year 2022, the vesting conditions of the performance-based MIUs were further modified to vest on any date on which the weighted-average share price of the Company’s stock equals or exceeds $25.00 over any consecutive 90 calendar day period. All performance-based MIUs that do not vest as of either (i), the sale of the Company, or (ii) the first date on which Vista Equity Partners beneficially own less than 25% of the total number of equity securities that were owned by Vista Equity Partners on the IPO effective date, or (iii) the first date on which Onex beneficially own less than 25% of the total number of PowerSchool securities that were owned by Onex on the IPO effective date, are forfeited. The modification resulted in an incremental $3.4 million in share-based compensation expense which will be recognized on a straight-line basis through the derived service period. 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 $5.7 million and $2.0 million for the years ended December 31, 2022, and 2021, respectively. Post-IPO equity incentive plans The 2021 Plan reserves 19,315,000 shares of the Company’s Class A common stock and provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, other share-based awards, other cash-based awards, substitute awards, and performance awards to eligible employees, consultants, and directors. The RSUs granted under the 2021 Plan vest upon the satisfaction of a service-based vesting condition, generally over a four-year period, with a 25% vesting at the end of one year and the remainder quarterly thereafter. RSU and RSA activity for the year ended December 31, 2022 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Awards Weighted Average Grant Date Fair Value Balance—IPO (July 30, 2021) — — — — Granted 6,520,365 $ 24.66 657,661 $ 9.44 Vested — — (218,798) $ 9.20 Canceled (251,288) $ 18.83 — — Balance—December 31, 2021 6,269,077 $ 24.89 438,863 $ 9.56 Granted 5,104,575 $ 17.19 — $ — Vested (1,861,862) $ 25.00 (361,830) $ 9.39 Canceled (1,631,371) $ 21.79 (22,517) $ 15.02 Balance—December 31, 2022 7,880,419 $ 20.52 54,516 $ 8.43 The following table presents the classification of share-based compensation in the accompanying consolidated statements of operations and comprehensive income (loss) (in thousands): Year-ended December 31, 2021 2022 2021 2020 Cost of revenue Subscriptions and support $ 5,028 $ 1,634 $ 66 Service 3,442 1,922 293 Research and development 13,102 5,198 969 Selling, general, and administrative 28,695 16,371 4,264 Total share-based compensation $ 50,267 $ 25,125 $ 5,592 Share-based compensation capitalized as product development costs was $3.1 million and $1.5 million for the years ended December 31, 2022 and 2021, respectively. There was no share-based compensation capitalized as product development costs for the year ended December 31, 2020. As of December 31, 2022, the total future compensation cost related to unvested share awards is $145.1 million, which is expected to be recognized over a weighted-average period of 2.9 years. |
EARNINGS (LOSS) PER SHARE ATTRI
EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) | 12 Months Ended |
Dec. 31, 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., 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. Year Ended December 31, 2022 2021 2020 Basic net income (loss) per share: Numerator: Net Loss $ (27,741) $ (43,065) $ — Less: net loss attributable to non-controlling interest (6,954) (9,296) — Net Loss attributable to PowerSchool Holdings, Inc., basic (20,787) (33,769) — Denominator: Weighted average shares of Class A common stock, basic 158,664,189 157,576,056 — Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, basic $ (0.13) $ (0.21) $ — Diluted net income (loss) per share: Numerator: Net Loss attributable to PowerSchool Holdings, Inc., basic $ (20,787) $ (33,769) $ — Adjustment from LLC Units (6,020) — — Net Loss attributable to PowerSchool Holdings, Inc., diluted (26,807) (33,769) — Denominator: Weighted average shares of Class A common stock, basic 158,664,189 157,576,056 — Dilutive impact of LLC Units 39,928,472 — — Weighted average shares of Class A common stock, diluted 198,592,661 157,576,056 — Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, diluted $ (0.13) $ (0.21) $ — In addition, the following securities were not included in the computation of diluted shares for the years ended December 31, 2022, 2021 and 2020 because they were antidilutive, but could potentially dilute earnings(loss) per share in the future: Year Ended December 31, 2022 2021 2020 Unvested Restricted Shares and RSUs 7,934,935 6,707,759 — LLC Units — 39,928,472 — Total excluded from diluted EPS calculation 7,934,935 46,636,231 — |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of loss before provision for income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 2020 United States $ (47,342) $ (74,863) $ (54,610) Foreign 6,786 9,383 8,001 Loss before provision for income taxes $ (40,556) $ (65,480) $ (46,609) The components of income tax expense (benefit) were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Current: Federal $ (444) $ — $ — State 511 490 89 Foreign 2,166 2,142 1,844 Total current tax 2,233 2,632 1,933 Year Ended December 31, 2022 2021 2020 Deferred: Federal (7,526) (21,341) (1,062) State (6,322) (2,248) (324) Foreign (1,200) (1,458) (508) Total deferred tax (15,048) (25,047) (1,894) Total provision for income taxes $ (12,815) $ (22,415) $ 39 A reconciliation of the income tax expense (benefit) at the U.S. federal statutory rate to the provision for income taxes is as follows: Year Ended December 31, 2022 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % Earnings not subject to tax (13.5) (4.7) (5.8) State tax expense, net of federal benefit 8.3 2.8 (1.0) Foreign earnings taxed at different rate (2.1) 0.2 0.7 Tax restructurings 20.4 — — Change in fair value of contingent consideration (4.5) — — Tax credits 2.4 — — Other items (0.4) (2.4) — Change in valuation allowance — 17.3 (15.0) Effective tax rate 31.6 % 34.2 % (0.1) % The types of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are set forth below (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss and credit carryforwards 99,109 106,288 Interest expense 20,058 19,175 Lease liability 731 — Other 1,200 17 Total gross deferred tax assets 121,098 125,480 Less valuation allowance (449) (466) Total net deferred tax assets 120,649 125,014 Deferred tax liabilities: Investment in partnership (396,090) (415,838) Depreciation and amortization (4,275) (4,688) ROU asset (776) — Other (822) (447) Total gross deferred tax liabilities (401,963) (420,973) Net deferred tax liability $ (281,314) $ (295,959) Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. The Company has significant deferred tax liabilities, which are considered as a source of income to realize a majority of the deferred tax assets. Management has also considered the cumulative loss incurred by Holdings LLC over the three-year period ended December 31, 2022 . However, the negative evidence of cumulative losses is offset by the objectively-verifiable source of future taxable income represented by the deferred tax liabilities. As of December 31, 2022 , the Company has $386.4 million of federal and state net operating loss carryforwards, which are expected to expire on various dates. The Company’s state net operating loss carryforwards are available to reduce future taxable income, which expire at various times through 2041. The federal net operating loss carryforwards generated in tax years after 2018 have an unlimited carryforward period, while those generated in earlier tax years have a twenty year carryforward, with expirations beginning in 2036. The Company is subject to income tax in Canada, India and in the United States. The 2019 through 2021 tax years are open to examination by the taxing jurisdictions in which the company is subject to income taxes. In addition, certain acquired loss, credit, and basis carryforwards are open to examination by the taxing authorities beginning in 2002. A reconciliation of the beginning and ending amount of total gross unrecognized tax benefits, excluding accrued net interest and penalties, is as follows (in thousands): As of December 31, 2022 2021 Gross unrecognized income tax benefits - beginning balance 7,228 1,403 Increase related to tax positions taken during the current year 3,082 323 Increase related to tax positions taken during prior years 2,657 — Decrease related to tax positions taken during prior years (35) — Increase related to the Organizational Transactions — 5,502 Decrease related to the lapse of applicable statute of limitations (468) — Gross unrecognized income tax benefits - ending balance 12,464 7,228 As of December 31, 2022 and 2021 , the Company had unrecognized tax benefits of $12.5 million and $7.2 million, respectively, which would affect the effective tax rate if recognized. The Company recognizes interest and penalties related to its unrecognized tax benefits within its provision for income taxes. The amount of interest and penalties accrued related to the Company’s unrecognized tax benefits are not material to the consolidated financial statements. The Company does not expect any changes to the unrecognized tax benefits in the next 12 months. During the year ended December 31, 2022 , the Company recorded an increase of $7.8 million to the TRA liability and a decrease of $14.1 million to the deferred tax liability due to changes in estimates. The changes in estimates consisted of updated tax rates, projected future payments due under the TRA, deferred tax impacts of the Organizational Transaction and other return-to-provision adjustments as a result of new information. The resulting increase to income, net of taxes, is $6.3 million. The effect of this change in estimate on both basic and diluted earnings per share, net of the related tax effect, was $0.04 and $0.03, respectively for the year ended December 31, 2022 . The Company considers the excess of the amount for financial reporting over the tax basis of the investment in its foreign subsidiary to be indefinitely reinvested outside the United States. At this time, the determination of unrecognized deferred tax liability for this amount is not practicable. Tax Receivable Agreement In connection with the Organizational Transactions, the Company entered into a 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. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS The Company has entered into arrangements with Vista Equity Partners for certain services, and the Vista Consulting Group for management consulting, systems implementation, and manpower support (collectively, “Vista”). These services were provided on a time and material basis and were generally related to integration of the various companies acquired by the Company. Total costs of these related party services were $0.4 million, $0.5 million, and $0.7 million for the years ended December 31, 2022, 2021, and 2020, respectively. We may continue to engage Vista from time to time, subject to compliance with our related party transactions policy. The Company also entered into arrangements with Onex Partners Manager LP (“Onex”) for general management services, acquisition advisory, and treasury services. Total costs of these related-party services were less than $0.1 million for the year ended December 31, 2022, 2021, and 2020, respectively. Total aggregate amounts due to Vista and Onex entities were less than $0.1 million as of December 31, 2022 and 2021. The Company also purchased services from entities that share common ownership with Vista and Onex. The cost was $3.9 million, $2.9 million, and $2.8 million for all other services purchased from entities with common ownership for the year ended December 31, 2022, 2021, and 2020, respectively. Substantially all of the expenses related to the Vista and Onex services are included in selling, general, and administrative expense in the consolidated statements of operations and comprehensive loss. Amounts due to entities that share common ownership were $0.5 million and $0.1 million as of December 31, 2022 and 2021, respectively, and are included in accounts payables and accrued liabilities in the consolidated balance sheet. There were no sales to or outstanding accounts receivable arising from this agreement during or as of the end of any of the periods presented. On March 3, 2021, the Company entered into a strategic partnership with EAB Global, Inc. (“EAB”), a portfolio company of Vista, by executing a Reseller Agreement (the “Agreement”). Pursuant to the Agreement, EAB will serve as, among other terms, the exclusive reseller of the Intersect product in the U.S. and Canada. The Agreement has a ten-year term and includes annual minimum revenue commitments from EAB. The commitment amount for the 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 $12.0 million and $8.0 million in selling, general, and administrative expense and, to a lesser extent, cost of revenue, for fees owed to EAB under the Agreement for the year ended December 31, 2022 and December 31, 2021, respectively. 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 the third quarter of fiscal year 2022. As of December 31, 2022, there was no remaining receivable recorded in prepaid expenses and other current assets in the consolidated balance sheet. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2022, 2021, and 2020, of $10.0 million, $8.8 million, and $7.3 million respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated balance sheets as of December 31, 2022 and December 31, 2021, the consolidated statements of operations and comprehensive loss, statements of stockholders’/members’ equity, and statements of cash flows for the years ended December 31, 2022, 2021, and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In management’s opinion, the consolidated financial statements include all adjustments necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows for the periods presented. These adjustments consist of normal and recurring items. |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of estimates is required in the preparation of the consolidated financial statements in conformity with GAAP. Management makes estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experience and on various other factors that it believes are reasonable under the circumstances. The estimates the Company evaluates include, but are not limited to: • the fair value of assets acquired and liabilities assumed in business combinations, including acquired intangible assets, goodwill, contingent consideration, and liabilities associated with deferred revenue and deferred taxes; • the average period of benefit related to contract cost assets; • the allowance for doubtful accounts; • the fair value of certain stock awards; • the useful lives and recoverability of long-lived assets, including capitalized product development costs • the recognition, measurement and valuation of deferred income taxes • the actual amounts and timing of payments under the Tax Receivable Agreement; and |
Recent Accounting Pronouncements Not Yet Adopted and Recently Adopted | |
Revenue Recognition, Contract Cost Assets, Deferred Revenue | The Company generates revenue from the following sources: (i) software-as-a-service (“SaaS”) offerings in cloud and hosted environments; (ii) professional services including implementation, consulting, customization, training and data migration services; (iii) software license; (iv) software maintenance; and (v) reseller arrangements. Revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: 1. Identify the contract(s) with a customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) the Company satisfies a performance obligation The Company identifies enforceable contracts with a customer when the agreement is signed and has determined that contract terms are generally three years. However, the contract may be in 12-month increments as customers are generally permitted to terminate after 12 months due to non-appropriation of funds. 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 estimated fair value of our investments are based on quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. Other than our money market funds, we classify our fixed income investments as having Level 2 inputs. The valuation techniques used to measure the fair value of our investments having Level 2 inputs were determined by third-party pricing services and were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted cash flow techniques. We do not hold any investments valued with a Level 3 input. Additionally, the Company has recognized contingent consideration liabilities 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 values of these contingent consideration liabilities are based on unobservable inputs, including management estimates and assumptions about future revenues and share price, and are, therefore, classified as Level 3. See Note 10 for further information regarding the fair value of the contingent consideration liabilities. 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 | Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. Cash equivalents consist primarily of money-market funds and commercial paper, all of which are considered high investment grade. We place the majority of our cash and cash equivalents with financial institutions that management believes to have high-quality credit. Certain of our cash balances held with a financial institution are in excess of Federal Deposit Insurance Corporation limits. Our investment portfolio consists of investments diversified among security types, industries and issuers. Our investments were held and managed by recognized financial institutions that followed our investment policy with the main objective of preserving capital and maintaining liquidity. 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 December 31, 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. Cash equivalents included $90.5 million of money-market funds and $11.3 million of commercial paper. For commercial paper, carrying value approximates fair value due to the short-term nature of the instruments and were classified as Level 2 assets in the fair value hierarchy. The fair value of money-market funds, which was consistent with their carrying value, was determined using unadjusted prices in active, accessible markets for identical assets, and as such, they were classified as Level 1 assets in the fair value hierarchy. |
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 |
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 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 non-lease 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 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 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 | 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 December 31, 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 twelve months ended December 31, 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 compreh ensive loss include the results of operations of the acquirees since the date of acquisition. The net assets of the acquisition with the exception of contract assets and contract liabilities (i.e., deferred revenue) were recorded at their estimated fair values as of the acquisition date. 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 non-controlling 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. We account for income taxes under the asset and liability method of accounting. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences. We recognize the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. We reduce the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that we will not realize some or all of the deferred tax asset. Significant judgment is required in determining the accounting for income taxes. In the ordinary course of business, many transactions and calculations arise where the ultimate tax outcome is uncertain. Our judgments, assumptions and estimates relative to the accounting for income taxes take into account current tax laws, our interpretation of current tax laws, and possible outcomes of future audits conducted by foreign and domestic tax authorities. Although we believe that our estimates are reasonable, the final tax outcome of matters could be different from our assumptions and estimates used when determining the accounting for income taxes. Such differences, if identified in future periods, could have a material effect on the amounts recorded in our consolidated financial statement . Interest and penalties related to unrecognized tax benefits are recorded as income tax expense. In connection with the Organizational Transactions, the Company entered into a Tax Receivable Agreement (“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. During the years ended December 31, 2022, 2021, and 2020, the Company incurred advertising costs of $4.9 million, $4.1 million, and $0.8 million, 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 (income) expenses – 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’/members’ equity. |
Comprehensive Income (Loss) | Comprehensive loss consists of two components, net loss and other comprehensive loss. Other comprehensive 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 loss consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency and changes in unrealized loss from investment securities. 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 . |
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 consolidated statements of operations and comprehensive income (loss), representing the portion of net income (loss) and comprehensive income (loss) attributable to the holders of the minority interest in Holdings LLC subsequent to the IPO. This non-controlling interest is classified as permanent equity on the Company’s consolidated balance sheets. |
Property, Plant, and Equipment
Property, Plant, and Equipment (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Impairment | 1.0 million |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2022 2021 2020 SaaS $ 433,643 $ 368,105 $ 258,568 Professional services 70,402 61,976 49,471 Software maintenance 109,801 109,191 112,285 License and other 16,837 19,326 14,564 Total revenue $ 630,683 $ 558,598 $ 434,888 |
Revenue by Geographical Area | Revenue by principal geographic areas based on where the customer is located was as follows (in thousands): Year Ended December 31, 2022 2021 2020 United States $ 585,253 $ 515,043 $ 397,456 Canada 35,439 35,447 31,057 Other 9,991 8,108 6,375 Total revenue $ 630,683 $ 558,598 $ 434,888 |
Schedules of Deferred Revenue | The changes in the deferred revenue balance were as follows (in thousands): December 31, 2022 December 31, 2021 Balance at beginning of period $ 301,157 $ 235,190 Decrease from revenue recognized (289,328) (225,594) Increase from acquisitions 1,586 26,952 Increase from current year net deferred revenue additions 302,424 264,609 Balance at end of period $ 315,839 $ 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): December 31, 2022 December 31, 2021 Contract costs, current $ 6,103 $ 4,835 Contract costs, noncurrent 23,843 18,454 Total contract costs $ 29,946 $ 23,289 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net, is as follows (in thousands): December 31, 2022 December 31, 2021 Accounts receivable $ 59,008 $ 53,367 Less allowance (4,712) (4,964) Accounts receivable—net $ 54,296 $ 48,403 |
Accounts Receivable, Allowance for Credit Loss | The following tables presents the changes in the allowance for doubtful accounts (in thousands): December 31, 2022 December 31, 2021 Allowance for doubtful accounts, beginning balance $ 4,964 $ 7,869 Additions to (removals from) allowance for doubtful accounts 131 (2,857) Write-offs of bad debt expense (383) (48) Allowance for doubtful accounts, ending balance $ 4,712 $ 4,964 |
PROPERTY AND EQUIPMENT_NET (Tab
PROPERTY AND EQUIPMENT—NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment by Category | Property and equipment by category are as follows (in thousands): December 31, 2022 December 31, 2021 Building $ — $ 7,519 Land — 294 Computer and software 16,272 18,512 Furniture and fixtures 1,563 2,912 Leasehold improvements 2,377 3,963 Property and equipment 20,212 33,200 Less accumulated depreciation (14,039) (17,524) Property and equipment—net $ 6,173 $ 15,676 |
CAPITALIZED PRODUCT DEVELOPME_2
CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2022 December 31, 2021 Gross capitalized product development costs $ 152,663 $ 109,290 Less accumulated amortization (51,802) (28,679) Capitalized product development costs—net $ 100,861 $ 80,611 December 31, 2022 Weighted- Average Useful Life December 31, 2021 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 293,599 8 years $ 285,400 8 years Customer relationships 742,600 14 years 740,100 14 years Trademarks 53,474 9 years 52,700 9 years $ 1,089,673 $ 1,078,200 Accumulated Amortization Developed technology $ (134,691) $ (100,704) Customer relationships (210,120) (155,012) Trademarks (22,715) (17,575) $ (367,526) $ (273,291) Intangible Assets—Net Developed technology $ 158,908 $ 184,696 Customer relationships 532,480 585,088 Trademarks 30,759 35,125 $ 722,147 $ 804,909 |
Schedule of Estimated Future Amortization of Intangible Assets | Future estimated amortization expense on capitalized product developments projects is expected to be as follows as of December 31, 2022 (in thousands): Year Ending December 31, 2023 $ 28,432 2024 25,322 2025 18,795 2026 12,897 2027 5,336 Thereafter 10,079 Total $ 100,861 The estimated future amortization of intangible assets as of December 31, 2022, is as follows (in thousands): Year Ending December 31, 2023 $ 94,717 2024 94,076 2025 93,887 2026 82,820 2027 66,538 Thereafter 290,109 Total $ 722,147 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 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, 2020 $ 2,213,367 Additions due to acquisitions 241,633 Other adjustments 1 (308) Balance—December 31, 2021 $ 2,454,692 Additions due to acquisitions 31,937 Other adjustments 1 378 Balance—December 31, 2022 $ 2,487,007 _____________ 1 Includes adjustments of acquisition-date fair value within the one-year measurement period. |
OTHER INTANGIBLE ASSETS_NET (Ta
OTHER INTANGIBLE ASSETS—NET (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2022 December 31, 2021 Gross capitalized product development costs $ 152,663 $ 109,290 Less accumulated amortization (51,802) (28,679) Capitalized product development costs—net $ 100,861 $ 80,611 December 31, 2022 Weighted- Average Useful Life December 31, 2021 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 293,599 8 years $ 285,400 8 years Customer relationships 742,600 14 years 740,100 14 years Trademarks 53,474 9 years 52,700 9 years $ 1,089,673 $ 1,078,200 Accumulated Amortization Developed technology $ (134,691) $ (100,704) Customer relationships (210,120) (155,012) Trademarks (22,715) (17,575) $ (367,526) $ (273,291) Intangible Assets—Net Developed technology $ 158,908 $ 184,696 Customer relationships 532,480 585,088 Trademarks 30,759 35,125 $ 722,147 $ 804,909 |
Schedule of Amortization Expense of Intangible Assets | The following table summarizes the classification of amortization expense of intangible assets (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 33,989 $ 33,283 $ 29,697 Selling, general, and administrative expense 60,246 58,067 48,966 Total amortization of acquired intangible assets $ 94,235 $ 91,350 $ 78,663 |
Schedule of Estimated Future Amortization of Intangible Assets | Future estimated amortization expense on capitalized product developments projects is expected to be as follows as of December 31, 2022 (in thousands): Year Ending December 31, 2023 $ 28,432 2024 25,322 2025 18,795 2026 12,897 2027 5,336 Thereafter 10,079 Total $ 100,861 The estimated future amortization of intangible assets as of December 31, 2022, is as follows (in thousands): Year Ending December 31, 2023 $ 94,717 2024 94,076 2025 93,887 2026 82,820 2027 66,538 Thereafter 290,109 Total $ 722,147 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The following table presents the detail of accrued expenses (in thousands): December 31, 2022 December 31, 2021 Accrued compensation $ 38,966 $ 38,492 Accrued interest 9,094 650 Accrued taxes 3,992 2,131 Other accrued expenses 32,218 29,894 Total accrued expenses $ 84,270 $ 71,167 |
LONG-TERM DEBT AND REVOLVING _2
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Long-Term Debt | The following table presents the outstanding long-term debt (in thousands): December 31, 2022 December 31, 2021 Total outstanding principal—First Lien $ 744,000 $ 751,750 Less current portion of long-term debt (7,750) (7,750) Less unamortized debt discount (715) (992) Less unamortized debt issuance costs (6,911) (9,583) Total long-term debt—net $ 728,624 $ 733,425 |
Schedule of Maturities of Long-Term Debt | Maturities on long-term debt outstanding as of December 31, 2022 are as follows (in thousands): Year Ending December 31, 2023 $ 7,750 2024 7,750 2025 728,500 Total $ 744,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum lease payments under non-cancelable operating lease agreements as of December 31, 2022 are as follows (in thousands): Year Ending December 31, 2023 $ 5,642 2024 4,330 2025 2,150 2026 1,218 2027 743 Total undiscounted cash flows $ 14,083 Less imputed interest 766 Present value of lease liabilities $ 13,317 Weighted average remaining term (years) 3.0 Weighted average discount rate 3.6 % |
Schedule of Other Contractual Obligations | As of December 31, 2022, our future non-cancelable minimum payments due under these contractual obligations with a remaining term of more than one year were as follows (in thousands): Year Ending December 31, 2023 $ 53,766 2024 33,652 2025 21,837 2026 18,924 2027 18,650 Total $ 146,829 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 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 is 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 Restricted Stock Unit Activity | RSU and RSA activity for the year ended December 31, 2022 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Awards Weighted Average Grant Date Fair Value Balance—IPO (July 30, 2021) — — — — Granted 6,520,365 $ 24.66 657,661 $ 9.44 Vested — — (218,798) $ 9.20 Canceled (251,288) $ 18.83 — — Balance—December 31, 2021 6,269,077 $ 24.89 438,863 $ 9.56 Granted 5,104,575 $ 17.19 — $ — Vested (1,861,862) $ 25.00 (361,830) $ 9.39 Canceled (1,631,371) $ 21.79 (22,517) $ 15.02 Balance—December 31, 2022 7,880,419 $ 20.52 54,516 $ 8.43 |
Schedule of Share-based Compensation Expense | The following table presents the classification of share-based compensation in the accompanying consolidated statements of operations and comprehensive income (loss) (in thousands): Year-ended December 31, 2021 2022 2021 2020 Cost of revenue Subscriptions and support $ 5,028 $ 1,634 $ 66 Service 3,442 1,922 293 Research and development 13,102 5,198 969 Selling, general, and administrative 28,695 16,371 4,264 Total share-based compensation $ 50,267 $ 25,125 $ 5,592 |
EARNINGS (LOSS) PER SHARE ATT_2
EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) per Share | Year Ended December 31, 2022 2021 2020 Basic net income (loss) per share: Numerator: Net Loss $ (27,741) $ (43,065) $ — Less: net loss attributable to non-controlling interest (6,954) (9,296) — Net Loss attributable to PowerSchool Holdings, Inc., basic (20,787) (33,769) — Denominator: Weighted average shares of Class A common stock, basic 158,664,189 157,576,056 — Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, basic $ (0.13) $ (0.21) $ — Diluted net income (loss) per share: Numerator: Net Loss attributable to PowerSchool Holdings, Inc., basic $ (20,787) $ (33,769) $ — Adjustment from LLC Units (6,020) — — Net Loss attributable to PowerSchool Holdings, Inc., diluted (26,807) (33,769) — Denominator: Weighted average shares of Class A common stock, basic 158,664,189 157,576,056 — Dilutive impact of LLC Units 39,928,472 — — Weighted average shares of Class A common stock, diluted 198,592,661 157,576,056 — Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, diluted $ (0.13) $ (0.21) $ — |
Schedule of Antidilutive Shares | In addition, the following securities were not included in the computation of diluted shares for the years ended December 31, 2022, 2021 and 2020 because they were antidilutive, but could potentially dilute earnings(loss) per share in the future: Year Ended December 31, 2022 2021 2020 Unvested Restricted Shares and RSUs 7,934,935 6,707,759 — LLC Units — 39,928,472 — Total excluded from diluted EPS calculation 7,934,935 46,636,231 — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of loss before provision for income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 2020 United States $ (47,342) $ (74,863) $ (54,610) Foreign 6,786 9,383 8,001 Loss before provision for income taxes $ (40,556) $ (65,480) $ (46,609) |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Current: Federal $ (444) $ — $ — State 511 490 89 Foreign 2,166 2,142 1,844 Total current tax 2,233 2,632 1,933 Year Ended December 31, 2022 2021 2020 Deferred: Federal (7,526) (21,341) (1,062) State (6,322) (2,248) (324) Foreign (1,200) (1,458) (508) Total deferred tax (15,048) (25,047) (1,894) Total provision for income taxes $ (12,815) $ (22,415) $ 39 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax expense (benefit) at the U.S. federal statutory rate to the provision for income taxes is as follows: Year Ended December 31, 2022 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % Earnings not subject to tax (13.5) (4.7) (5.8) State tax expense, net of federal benefit 8.3 2.8 (1.0) Foreign earnings taxed at different rate (2.1) 0.2 0.7 Tax restructurings 20.4 — — Change in fair value of contingent consideration (4.5) — — Tax credits 2.4 — — Other items (0.4) (2.4) — Change in valuation allowance — 17.3 (15.0) Effective tax rate 31.6 % 34.2 % (0.1) % |
Schedule of Deferred Tax Assets and Liabilities | The types of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are set forth below (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss and credit carryforwards 99,109 106,288 Interest expense 20,058 19,175 Lease liability 731 — Other 1,200 17 Total gross deferred tax assets 121,098 125,480 Less valuation allowance (449) (466) Total net deferred tax assets 120,649 125,014 Deferred tax liabilities: Investment in partnership (396,090) (415,838) Depreciation and amortization (4,275) (4,688) ROU asset (776) — Other (822) (447) Total gross deferred tax liabilities (401,963) (420,973) Net deferred tax liability $ (281,314) $ (295,959) |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of total gross unrecognized tax benefits, excluding accrued net interest and penalties, is as follows (in thousands): As of December 31, 2022 2021 Gross unrecognized income tax benefits - beginning balance 7,228 1,403 Increase related to tax positions taken during the current year 3,082 323 Increase related to tax positions taken during prior years 2,657 — Decrease related to tax positions taken during prior years (35) — Increase related to the Organizational Transactions — 5,502 Decrease related to the lapse of applicable statute of limitations (468) — Gross unrecognized income tax benefits - ending balance 12,464 7,228 |
BUSINESS (Details)
BUSINESS (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | ||||
Aug. 10, 2021 | Jul. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||
Underwriting discounts and commissions | $ 295 | $ 11,753 | $ 0 | |||
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 | ||||
Common stock, shares outstanding (in shares) | 158,034,497 | |||||
Percentage of voting power | 80% | |||||
Class A common stock | IPO | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 39,473,685 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||
Offering price (in dollars per share) | $ 18 | |||||
Proceeds received from issuance of common stock | $ 673,200 | |||||
Underwriting discounts and commissions | $ 37,300 | |||||
Class A common stock | Over-Allotment Option | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 5,447,581 | |||||
Class B common stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares outstanding (in shares) | 39,928,472 | 39,928,472 | ||||
Percentage of voting power | 20% | |||||
Class B common stock | IPO | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 39,928,472 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||
Common Class A, Unrestricted | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 1,208,770 | |||||
Common Class A, Unrestricted | Topco LLC | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 1,208,770 | |||||
Common Class A, Restricted | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 657,661 | |||||
Common Class A, Restricted | Topco LLC | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 657,661 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Accounting Policies [Abstract] | |||||
Deposits, Money Market Deposits | $ 90,500 | $ 90,500 | |||
Commercial Paper | 11,300 | 11,300 | |||
Property, Plant and Equipment [Line Items] | |||||
Increase in operating lease, right-of-use assets | 8,877 | $ 0 | 8,877 | $ 0 | |
Increase in operating lease liabilities | 13,317 | 13,317 | |||
Decrease in equity | (1,248,667) | (1,248,667) | |||
Goodwill impairment | 0 | 0 | 0 | 0 | |
Finite lived intangible asset impairment losses | 0 | 0 | 0 | 0 | |
Deferred offering costs | $ 300 | 11,800 | 300 | 11,800 | |
Underwriting discounts and commissions | $ 295 | 11,753 | $ 0 | ||
Payments to affiliates, as a percentage of total tax benefits | 85% | 85% | |||
Advertising expenses | $ 4,900 | 4,100 | 800 | ||
Foreign currency exchange gains (losses) | $ 1,100 | 200 | $ 500 | ||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Increase in operating lease, right-of-use assets | 15,800 | 15,800 | |||
Increase in operating lease liabilities | 17,800 | 17,800 | |||
Decrease in equity | $ 1,400 | $ 1,400 | |||
Technology | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives | 7 years | ||||
Building | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives | 20 years | ||||
Software Development | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives | 5 years | ||||
Minimum | Software, Equipment and Site Improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives | 3 years | ||||
Minimum | Leasehold Improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives | 1 year | ||||
Maximum | Software, Equipment and Site Improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives | 10 years | ||||
Maximum | Leasehold Improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives | 9 years |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ in Thousands | 3 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 ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) acquisition | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) acquisition | |
Business Acquisition [Line Items] | |||||||||
Number of acquisitions | acquisition | 3 | 2 | |||||||
Acquisition costs | $ 2,630 | $ 7,299 | $ 2,495 | ||||||
Goodwill | $ 2,487,007 | 2,487,007 | $ 2,454,692 | $ 2,213,367 | |||||
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 | ||||||||
Headed2, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred | $ 5,800 | ||||||||
Acquisition costs | 500 | ||||||||
Goodwill | $ 3,300 | ||||||||
Chalk.com Education, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred | $ 13,500 | ||||||||
Acquisition costs | 900 | ||||||||
Goodwill | 10,000 | ||||||||
Contingent consideration liability | $ 3,100 | ||||||||
Kinvolved, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred | $ 23,300 | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 7,100 | ||||||||
Acquisition costs | 1,200 | ||||||||
Goodwill | $ 18,600 |
BUSINESS COMBINATIONS - Assets
BUSINESS COMBINATIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 01, 2022 | May 02, 2022 | Feb. 01, 2022 | Dec. 01, 2021 | Mar. 03, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Assets | $ 200 | $ (200) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 2,300 | 3,600 | ||||||
Goodwill | $ 2,487,007 | $ 2,454,692 | $ 2,213,367 | |||||
Kinvolved, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 23,300 | |||||||
Payments to Acquire Businesses, Gross | 16,200 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Assets | 200 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 4,500 | |||||||
Goodwill | $ 18,600 | |||||||
Chalk.com Education, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | 13,500 | |||||||
Payments to Acquire Businesses, Gross | 10,400 | |||||||
Goodwill | $ 10,000 | |||||||
Headed2, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | 5,800 | |||||||
Goodwill | $ 3,300 | |||||||
Hobsons, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 318,900 | |||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 318,861 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 8,058 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 13,967 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 670 | |||||||
Other assets | 26 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 127,400 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 1,814 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Liabilities | 4,427 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Revenue | 29,618 | |||||||
Deferred taxes | 29,465 | |||||||
Goodwill | $ 234,064 | |||||||
Kickboard, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 15,500 | |||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 15,479 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 1,116 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 626 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 357 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 5,400 | |||||||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 1,824 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 73 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Liabilities | 96 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Revenue | 1,244 | |||||||
Goodwill | $ 7,569 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 630,683 | $ 558,598 | $ 434,888 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 585,253 | 515,043 | 397,456 |
Canada | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 35,439 | 35,447 | 31,057 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 9,991 | 8,108 | 6,375 |
SaaS | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 433,643 | 368,105 | 258,568 |
Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 70,402 | 61,976 | 49,471 |
Software maintenance | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 109,801 | 109,191 | 112,285 |
License and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 16,837 | $ 19,326 | $ 14,564 |
REVENUE - Changes in Deferred R
REVENUE - Changes in Deferred Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Contract with Customer, Liability [Roll Forward] | ||
Balance at beginning of period | $ 301,157 | |
Decrease from revenue recognized | (289,328) | $ (225,594) |
Increase from acquisitions | 1,586 | 26,952 |
Increase from current year net deferred revenue additions | 302,424 | 264,609 |
Balance at end of period | $ 315,839 | $ 235,190 |
REVENUE - Performance Obligatio
REVENUE - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of remaining performance obligations expected to be recognized | 98% |
Performance obligations expected to be recognized, expected timing | 12 months |
REVENUE - Contract Cost Assets
REVENUE - Contract Cost Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Contract costs, current | $ 6,103 | $ 4,835 | |
Contract costs, noncurrent | 23,843 | 18,454 | |
Total contract costs | 29,946 | 23,289 | |
Amortization expense for contract costs | $ 4,700 | $ 3,400 | $ 2,000 |
ACCOUNTS RECEIVABLE - Schedule
ACCOUNTS RECEIVABLE - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | |||
Accounts receivable | $ 59,008 | $ 53,367 | |
Less allowance | (4,712) | (4,964) | $ (7,869) |
Accounts receivable—net | $ 54,296 | $ 48,403 |
ACCOUNTS RECEIVABLE - Schedul_2
ACCOUNTS RECEIVABLE - Schedule of Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for doubtful accounts, beginning balance | $ 4,964 | |
Additions to (removals from) allowance for doubtful accounts | 131 | $ (2,857) |
Write-offs of bad debt expense | (383) | (48) |
Allowance for doubtful accounts, ending balance | $ 4,712 | $ 7,869 |
PROPERTY AND EQUIPMENT_NET (Det
PROPERTY AND EQUIPMENT—NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 20,212 | $ 33,200 | |
Less accumulated depreciation | (14,039) | (17,524) | |
Property and equipment—net | 6,173 | 15,676 | |
Depreciation | 4,800 | 6,500 | $ 7,300 |
Building | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 0 | 7,519 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 0 | 294 | |
Computer and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 16,272 | 18,512 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 1,563 | 2,912 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 2,377 | $ 3,963 |
CAPITALIZED PRODUCT DEVELOPME_3
CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Gross capitalized product development costs | $ 152,663 | $ 109,290 | |
Less accumulated amortization | (51,802) | (28,679) | |
Capitalized product development costs—net | 100,861 | 80,611 | |
Capitalized Computer Software, Amortization Expense, Maturity Schedule [Abstract] | |||
2023 | 94,717 | ||
2024 | 94,076 | ||
2025 | 93,887 | ||
2026 | 82,820 | ||
2027 | 66,538 | ||
Thereafter | 290,109 | ||
Total | 722,147 | 804,909 | |
Capitalized Product Development Projects | |||
Capitalized Computer Software, Amortization Expense, Maturity Schedule [Abstract] | |||
2023 | 28,432 | ||
2024 | 25,322 | ||
2025 | 18,795 | ||
2026 | 12,897 | ||
2027 | 5,336 | ||
Thereafter | 10,079 | ||
Total | 100,861 | ||
Capitalized Computer Software, Amortization | $ 23,200 | $ 15,700 | $ 9,700 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 2,454,692 | $ 2,213,367 |
Additions due to acquisitions | 31,937 | 241,633 |
Other adjustments | 378 | (308) |
Ending balance | $ 2,487,007 | $ 2,454,692 |
OTHER INTANGIBLE ASSETS_NET - C
OTHER INTANGIBLE ASSETS—NET - Carrying Values of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets—Gross | $ 1,089,673 | $ 1,078,200 | |
Accumulated Amortization | (367,526) | (273,291) | |
Total | 722,147 | 804,909 | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets—Gross | 293,599 | 285,400 | |
Accumulated Amortization | (134,691) | (100,704) | |
Total | $ 158,908 | 184,696 | |
Weighted- Average Useful Life | 8 years | 8 years | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets—Gross | $ 742,600 | 740,100 | |
Accumulated Amortization | (210,120) | (155,012) | |
Total | $ 532,480 | 585,088 | |
Weighted- Average Useful Life | 14 years | 14 years | |
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets—Gross | $ 53,474 | 52,700 | |
Accumulated Amortization | (22,715) | (17,575) | |
Total | $ 30,759 | $ 35,125 | |
Weighted- Average Useful Life | 9 years | 9 years |
OTHER INTANGIBLE ASSETS_NET - A
OTHER INTANGIBLE ASSETS—NET - Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of acquired intangible assets | $ 94,235 | $ 91,350 | $ 78,663 |
Cost of revenue | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of acquired intangible assets | 33,989 | 33,283 | 29,697 |
Selling, general, and administrative | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of acquired intangible assets | $ 60,246 | $ 58,067 | $ 48,966 |
OTHER INTANGIBLE ASSETS_NET - E
OTHER INTANGIBLE ASSETS—NET - Estimated Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 | $ 94,717 | |
2024 | 94,076 | |
2025 | 93,887 | |
2026 | 82,820 | |
2027 | 66,538 | |
Thereafter | 290,109 | |
Total | $ 722,147 | $ 804,909 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 38,966 | $ 38,492 |
Accrued interest | 9,094 | 650 |
Accrued taxes | 3,992 | 2,131 |
Other accrued expenses | 32,218 | 29,894 |
Total accrued expenses | 84,270 | $ 71,167 |
Other Liabilities, Fair Value Disclosure | 3,801 | |
Contingent Consideration, Acquisition Date Fair Value | 10,079 | |
Payment for Contingent Consideration Liability, Investing Activities | (1,392) | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (4,886) |
Leases, Codification Topic 842
Leases, Codification Topic 842 (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating Lease, Cost | $ 13,404 | ||
Short-term Lease, Cost | 197 | ||
Variable Lease, Cost | 1,486 | ||
Lease, Cost | 15,087 | ||
Operating Lease, Payments | 9,577 | ||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 5,484 | ||
Lessee, Operating Lease, Liability, to be Paid, Year Two | 5,642 | ||
Lessee, Operating Lease, Liability, to be Paid, Year Three | 4,330 | ||
Lessee, Operating Lease, Liability, to be Paid, Year Four | 2,150 | ||
Lessee, Operating Lease, Liability, to be Paid, Year Five | 1,218 | ||
Lessee, Operating Lease, Liability, to be Paid, after Year Five | 743 | ||
Lessee, Operating Lease, Liability, to be Paid | 14,083 | ||
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 766 | ||
Increase in operating lease liabilities | $ 13,317 | ||
Operating Lease, Weighted Average Remaining Lease Term | 3 years | ||
Operating Lease, Weighted Average Discount Rate, Percent | 3.60% | ||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 8,683 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 4,131 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 2,651 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 1,373 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 410 | ||
Operating Leases, Future Minimum Payments Due | 17,248 | ||
Rent expense | $ 5,500 | $ 8,200 | $ 8,000 |
LONG-TERM DEBT AND REVOLVING _3
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Aug. 01, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 30, 2021 | Nov. 25, 2020 | |
Debt Instrument [Line Items] | ||||||
Debt discounts | $ 715 | $ 992 | ||||
Debt issuance costs | 6,911 | 9,583 | ||||
Gain (Loss) on Extinguishment of Debt | $ 0 | $ 12,905 | $ 0 | |||
Secured Debt | First Lien | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 775,000 | |||||
Debt discounts | 1,900 | |||||
Debt issuance costs | $ 18,700 | |||||
Percentage of principal due quarterly | 0.25% | |||||
Secured Debt | First Lien | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Applicable margin | 3.25% | |||||
Interest rate | 7.09% | 3.10% | ||||
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 | $ 180,000 | |||
Revolving credit, debt issuance costs | 3,400 | |||||
Borrowings from revolving credit facility | $ 70,000 | |||||
Commitment fee percentage | 0.50% | |||||
First lien net coverage ratio | 7.75 | |||||
Outstanding balance as a percentage of borrowing capacity | 35% | 35% | 35% | |||
Line of Credit | Revolving Credit Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Applicable margin | 3.25% | |||||
Step-down percentage | 0.50% |
LONG-TERM DEBT AND REVOLVING _4
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Schedule of Outstanding Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 01, 2018 |
Debt Instrument [Line Items] | |||
Less current portion of long-term debt | $ (7,750) | $ (7,750) | |
Less unamortized debt discount | (715) | (992) | |
Less unamortized debt issuance costs | (6,911) | (9,583) | |
Total long-term debt—net | 728,624 | 733,425 | |
Secured Debt | First Lien | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 744,000 | $ 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 | Dec. 31, 2022 USD ($) |
Maturities of Long-term Debt [Abstract] | |
2023 | $ 7,750 |
2024 | 7,750 |
2025 | 728,500 |
Total | $ 744,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies [Line Items] | |||
Remaining balance of financing obligations | $ 4.5 | ||
Estimated liability for incurred, but not reported, medical claims | $ 2.2 | 1.2 | |
Operating Lease Liability Obtained in Exchange for Finance Lease Liability | $ 2 | ||
Capital Leases, Net Investment in Direct Financing Leases, Net Book Value | $ 6.5 | ||
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 2.6 | ||
Data Center, Cloud Hosting Arrangements and Other Services | |||
Commitments and Contingencies [Line Items] | |||
Remaining aggregate minimum purchase commitment | $ 146.8 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Lessee, Operating Lease, Liability, to be Paid, Year Two | $ 5,642 |
Lessee, Operating Lease, Liability, to be Paid, Year Three | 4,330 |
Lessee, Operating Lease, Liability, to be Paid, Year Four | 2,150 |
Lessee, Operating Lease, Liability, to be Paid, Year Five | 1,218 |
Lessee, Operating Lease, Liability, to be Paid, Total | $ 14,083 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Other Contractual Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Other Commitment, Fiscal Year Maturity [Abstract] | |
2023 | $ 53,766 |
2024 | 33,652 |
2025 | 21,837 |
2026 | 18,924 |
2027 | 18,650 |
Total | $ 146,829 |
STOCKHOLDERS_ EQUITY AND NON-_2
STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST (Details) - $ / shares | 2 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 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% | |||
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued (in shares) | 159,596,001 | 158,034,497 | ||
Common stock, shares outstanding (in shares) | 158,034,497 | |||
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 | ||
Common stock, shares issued (in shares) | 39,928,472 | 39,928,472 | ||
Common stock, shares outstanding (in shares) | 39,928,472 | 39,928,472 | ||
Percentage of voting power | 20% |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||
Sep. 28, 2021 | Jul. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 50,267 | $ 25,125 | $ 5,592 | ||||
Future compensation cost related to unvested units | $ 145,100 | ||||||
Future compensation cost recognition period | 2 years 10 months 24 days | ||||||
Share-based Payment Arrangement, Amount Capitalized | $ 3,100 | 1,500 | |||||
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] | |||||||
Compensation expense | $ 5,700 | $ 2,000 | |||||
Management Incentive Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 2 years | 4 years | |||||
Percentage of investor's equity interest | 25% | ||||||
Compensation expense | $ 6,300 | $ 3,400 | |||||
Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Units granted (in shares) | 6,520,365 | 5,104,575 | |||||
Restricted Stock Units | Long-Term Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 2 years | ||||||
Units granted (in shares) | 528,618 | ||||||
Restricted Stock Units | 2021 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Shares reserved for future issuance (in shares) | 19,315,000 | ||||||
Vesting percentage | 25% |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of MIU Activity (Details) - Management Incentive Units - $ / shares | 5 Months Ended | 7 Months Ended |
Dec. 31, 2021 | Jul. 30, 2021 | |
Number of Underlying Units | ||
Beginning balance (in shares) | 27,976,820 | |
Units canceled (in shares) | (166,430) | |
Ending balance (in shares) | 28,143,250 | 27,976,820 |
Number of underlying units, vested (in shares) | 10,830,525 | |
Weighted-Average Grant-Date Fair Value | ||
Beginning balance (in dollars per share) | $ 1.26 | |
Units canceled (in dollars per share) | $ 1.28 | |
Ending balance (in dollars per share) | $ 1.25 | 1.26 |
Weighted-average grant date-fair value, vested (in dollars per share) | $ 1.26 |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Restricted Stock Unit and Restricted Stock Awards Activity (Details) - $ / shares | 5 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Restricted Stock Units | ||
Restricted Stock Units | ||
Beginning balance (in shares) | 0 | 6,269,077 |
Granted (in shares) | 6,520,365 | 5,104,575 |
Vested (in shares) | (1,861,862) | |
Canceled (in shares) | (251,288) | (1,631,371) |
Ending balance (in shares) | 6,269,077 | 7,880,419 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 24.89 | |
Granted (in dollars per share) | $ 24.66 | 17.19 |
Vested (in dollars per share) | 25 | |
Canceled (in dollars per share) | 18.83 | 21.79 |
Ending balance (in dollars per share) | $ 24.89 | $ 20.52 |
Restricted Stock Awards | ||
Restricted Stock Units | ||
Beginning balance (in shares) | 0 | 438,863 |
Granted (in shares) | 657,661 | 0 |
Vested (in shares) | (218,798) | (361,830) |
Canceled (in shares) | 0 | (22,517) |
Ending balance (in shares) | 438,863 | 54,516 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 0 | $ 9.56 |
Granted (in dollars per share) | 9.44 | 0 |
Vested (in dollars per share) | 9.20 | 9.39 |
Canceled (in dollars per share) | 0 | 15.02 |
Ending balance (in dollars per share) | $ 9.56 | $ 8.43 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation | $ 50,267 | $ 25,125 | $ 5,592 |
Cost of revenue | Subscriptions and support | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation | 5,028 | 1,634 | 66 |
Cost of revenue | Service | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation | 3,442 | 1,922 | 293 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation | 13,102 | 5,198 | 969 |
Selling, general, and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation | $ 28,695 | $ 16,371 | $ 4,264 |
EARNINGS (LOSS) PER SHARE ATT_3
EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) - Schedule of Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jul. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (41,556) | $ (1,509) | $ (27,741) | $ (43,065) | $ (46,648) |
Less: Net loss attributable to non-controlling interest | $ (6,954) | $ (9,296) | $ 0 | ||
Denominator: | |||||
Weighted average shares of Class A common stock outstanding - basic (in shares) | 158,664,189 | 157,576,056 | 0 | ||
Unvested RSAs and RSUs (in shares) | 39,928,472 | ||||
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 198,592,661 | 157,576,056 | 0 | ||
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share) | $ (0.13) | $ (0.21) | $ 0 | ||
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share) | $ (0.13) | $ (0.21) | $ 0 | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ (20,787) | $ (33,769) | |||
Participating Securities, Distributed and Undistributed Earnings (Loss), Diluted | (6,020) | ||||
Net Income (Loss) Available to Common Stockholders, Diluted | $ (26,807) | $ (33,769) |
EARNINGS (LOSS) PER SHARE ATT_4
EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) - Schedule of Antidilutive Shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total excluded from diluted EPS calculation (in shares) | 7,934,935 | 46,636,231 | 0 |
Unvested Restricted Shares and RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total excluded from diluted EPS calculation (in shares) | 7,934,935 | 6,707,759 | 0 |
LLC Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total excluded from diluted EPS calculation (in shares) | 0 | 39,928,472 | 0 |
INCOME TAXES - Income (Loss) be
INCOME TAXES - Income (Loss) before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (47,342) | $ (74,863) | $ (54,610) |
Foreign | 6,786 | 9,383 | 8,001 |
Loss before income taxes | $ (40,556) | $ (65,480) | $ (46,609) |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ (444) | $ 0 | $ 0 |
State | 511 | 490 | 89 |
Foreign | 2,166 | 2,142 | 1,844 |
Total current tax | 2,233 | 2,632 | 1,933 |
Deferred: | |||
Federal | (7,526) | (21,341) | (1,062) |
State | (6,322) | (2,248) | (324) |
Foreign | (1,200) | (1,458) | (508) |
Total deferred tax | (15,048) | (25,047) | (1,894) |
Total provision for income taxes | $ (12,815) | $ (22,415) | $ 39 |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory rate | 21% | 21% | 21% |
Earnings not subject to tax | (13.50%) | (4.70%) | (5.80%) |
State tax expense, net of federal benefit | 8.30% | 2.80% | (1.00%) |
Foreign earnings taxed at different rate | (2.10%) | 0.20% | 0.70% |
Effective Income Tax Rate Reconciliation, Acquisition, Percent | 20.40% | ||
Effective Income Tax Rate Reconciliation, change in fair value, Percent | (4.50%) | ||
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | 2.40% | ||
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | (0.40%) | (2.40%) | 0% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 17.30% | (15.00%) | |
Effective tax rate | 31.60% | 34.20% | (0.10%) |
INCOME TAXES - Schedule of Sign
INCOME TAXES - Schedule of Significant Components of Net Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss and credit carryforwards | $ 99,109 | $ 106,288 |
Interest expense | 20,058 | 19,175 |
Operating lease liabilities | 731 | |
Other | 1,200 | 17 |
Total gross deferred tax assets | 121,098 | 125,480 |
Less valuation allowance | (449) | (466) |
Total net deferred tax assets | 120,649 | 125,014 |
Deferred tax liabilities: | ||
Investment in partnership | (396,090) | (415,838) |
Depreciation and amortization | (4,275) | (4,688) |
Deferred Tax Liabilities, leases | (776) | |
Other | (822) | (447) |
Total gross deferred tax liabilities | (401,963) | (420,973) |
Net deferred tax liability | $ (281,314) | $ (295,959) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Operating loss carryforwards | $ 386,400 | ||
Unrecognized tax benefits | $ 12,464 | $ 7,228 | $ 1,403 |
Payments to affiliates, as a percentage of total tax benefits | 85% | ||
Remaining percentage of tax benefits | 15% | ||
Liability recorded under tax receivable agreement | $ 1,900 | ||
Income Tax Examination, Non-Current Liability | 410,400 | ||
Related Party Tax Expense Effect of Change in Allocation Methodology | 7,788 | ||
Change in deferred tax liability, TRA | 14,100 | ||
Impact to net income due to change in TRA liability | $ 6,300 | ||
Impact to EPS due to change in TRA liability, basic | $ 0.04 | ||
Impact to EPS due to change in TRA liability, diluted | $ 0.03 | ||
Change in TRA liability | $ 7,800 |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Gross unrecognized income tax benefits - beginning balance | $ 7,228 | $ 1,403 |
Increase related to tax positions taken during the current year | 3,082 | 323 |
Gross increases – tax positions in prior period | 2,657 | |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | (35) | |
Increase related to the Organizational Transactions | 0 | 5,502 |
Decrease related to the lapse of applicable statute of limitations | 0 | |
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | (468) | |
Gross unrecognized income tax benefits - ending balance | $ 12,464 | $ 7,228 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Mar. 03, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consulting and Implementation Services | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Costs of related party services | $ 0.4 | $ 0.5 | $ 0.7 | |
Consulting and Implementation Services | Onex Partners Manager LP | ||||
Related Party Transaction [Line Items] | ||||
Costs of related party services | 0.1 | |||
Consulting and Implementation Services | Affiliated Entity with Common Ownership | ||||
Related Party Transaction [Line Items] | ||||
Amounts due from (to) related parties | (0.5) | (0.1) | ||
Purchases from related parties | 3.9 | 2.9 | $ 2.8 | |
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 | 12 | 8 | ||
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 | $ 0.2 | $ 0.8 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Employer matching contributions | $ 10 | $ 8.8 | $ 7.3 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | Feb. 01, 2022 USD ($) |
Kinvolved, Inc. | |
Subsequent Event [Line Items] | |
Consideration transferred | $ 23.3 |