PowerSchool (PWSC) 10-Q 8 Aug 23 2023 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Jul. 31, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-40684
Entity Registrant Name	PowerSchool Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4166024
Entity Address, Address Line One	150 Parkshore Drive
Entity Address, City or Town	Folsom
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95630
City Area Code	877
Local Phone Number	873-1550
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	PWSC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Smaller Reporting Company	false
Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		201,190,136
Entity Central Index Key	0001835681
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 28,394	$ 137,471
Accounts receivable - net of allowance of $5,283 and $4,712, respectively	78,082	54,296
Prepaid expenses and other current assets	39,563	36,886
Total current assets	146,039	228,653
Property and equipment - net	5,286	6,173
Operating lease right-of-use assets	7,173	8,877
Capitalized Computer Software, Net	107,930
Goodwill	2,487,235	2,487,007
Intangible assets - net	674,843	722,147
Other assets	32,657	29,677
Total assets	3,461,163	3,583,395
Current Liabilities:
Accounts payable	5,652	5,878
Accrued expenses	98,399	84,270
Operating lease liabilities, current	4,503	5,263
Deferred revenue, current	185,781	310,536
Revolving credit facility	10,000	0
Current portion of long-term debt	7,750	7,750
Total current liabilities	312,085	413,697
Noncurrent Liabilities:
Other liabilities	2,121	2,099
Operating lease liabilities - net of current	5,150	8,053
Deferred taxes	270,799	281,314
Tax Receivable Agreement liability	392,671	410,361
Deferred revenue - net of current	6,096	5,303
Long-term debt, net	726,211	728,624
Total liabilities	1,715,133	1,849,451
Commitments and contingencies (Note 12)
Stockholders' Equity:
Additional paid-in capital	1,493,586	1,438,019
Accumulated other comprehensive loss	(2,012)	(2,122)
Accumulated deficit	(202,298)	(187,250)
Total stockholders' equity attributable to PowerSchool Holdings, Inc.	1,289,296	1,248,667
Non-controlling interest	456,734	485,277
Total stockholders' equity	1,746,030	1,733,944
Total liabilities and stockholders' equity	3,461,163	3,583,395
Class A common stock
Stockholders' Equity:
Common stock	16	16
Class B common stock
Stockholders' Equity:
Common stock	$ 4	$ 4

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accounts receivable, allowance for credit losses	$ 5,283	$ 4,712
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)	163,456,861	159,596,001
Common stock, shares outstanding (in shares)	163,456,861	159,596,001
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	37,654,059	39,928,472
Common stock, shares outstanding (in shares)	37,654,059	39,928,472

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue:
Total revenue	$ 173,897	$ 157,591	$ 333,350	$ 307,184
Cost of revenue:
Depreciation and amortization	16,108	14,271	32,129	28,230
Total cost of revenue	69,029	67,985	138,518	135,961
Gross profit	104,868	89,606	194,832	171,223
Operating expenses:
Research and development	25,862	26,088	51,283	52,706
Selling, general, and administrative	53,129	47,484	102,687	87,587
Acquisition costs	0	1,043	0	2,618
Depreciation and amortization	15,764	16,137	31,535	32,095
Total operating expenses	94,755	90,752	185,505	175,006
Income (loss) from operations	10,113	(1,146)	9,327	(3,783)
Interest expense - net	16,101	8,743	30,130	15,765
Other expenses (income) - net	31	(498)	74	(576)
Loss before income taxes	(6,019)	(9,391)	(20,877)	(18,972)
Income tax (benefit) expense	(1,724)	(2,933)	(1,769)	1,605
Net loss	(4,295)	(6,458)	(19,108)	(20,577)
Less: Net loss attributable to non-controlling interest	(1,100)	(1,933)	(4,060)	(3,940)
Net loss attributable to PowerSchool Holdings, Inc.	$ (3,195)	$ (4,525)	$ (15,048)	$ (16,637)
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share)	$ (0.02)	$ (0.03)	$ (0.09)	$ (0.11)
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share)	$ (0.02)	$ (0.03)	$ (0.09)	$ (0.11)
Weighted average shares of Class A common stock outstanding - basic (in shares)	163,067,859	158,229,171	161,794,290	158,171,056
Weighted average shares of Class A common stock outstanding - diluted (in shares)	200,721,918	158,229,171	161,794,290	158,171,056
Change in unrealized gain on investments	$ 21	$ 345	$ 108	$ (125)
Total other comprehensive income (loss)	21	345	111	(125)
Less: comprehensive income (loss) attributable to non-controlling interest	4	70	21	(25)
Comprehensive loss attributable to PowerSchool Holdings, Inc.	(3,178)	(4,250)	(14,958)	(16,737)
Unrealized Gain (Loss) on Investments	0	0	3	0
Net Income (Loss) Available to Common Stockholders, Basic	(3,195)	(4,525)	(15,048)	(16,637)
Net Income (Loss) Available to Common Stockholders, Diluted	(4,080)	(4,525)	(15,048)	(16,637)
Subscriptions and support
Revenue:
Total revenue	146,503	135,010	287,576	264,775
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	36,781	37,260	74,975	75,294
Service
Revenue:
Total revenue	20,197	19,119	36,429	35,182
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	15,123	15,737	29,446	30,734
License and other
Revenue:
Total revenue	7,197	3,462	9,345	7,227
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	$ 1,017	$ 717	$ 1,968	$ 1,703

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’/ MEMBERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Class A common stock	Class B common stock	Common stock Class A common stock	Common stock Class B common stock	Additional paid-in capital	Accumulated other comprehensive loss	Accumulated deficit	Accumulated deficit Cumulative Effect, Period of Adoption, Adjustment	Non-controlling interest
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2021					158,034	39,928
Stockholders' equity, beginning balance at Dec. 31, 2021	$ 1,722,958	$ (1,437)			$ 16	$ 4	$ 1,399,967	$ (216)	$ (165,026)	$ (1,437)	$ 488,213
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon vesting of Restricted Stock Awards (in shares)					116
Management incentive unit and share-based compensation	12,209						12,209
Foreign currency translation	(469)							(469)
Allocation of equity to noncontrolling interests							(2,024)				2,024
Adjustments to deferred taxes and Tax Receivable Agreement liability related to secondary offering	212						212
Net loss	(14,120)								(12,113)		(2,007)
Stockholders' equity, ending balance (in shares) at Mar. 31, 2022					158,150	39,928
Stockholders' equity, ending balance at Mar. 31, 2022	1,719,058				$ 16	$ 4	1,410,069	(685)	(178,576)		488,230
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exchange of Class B common stock for Class A common stock related to secondary offering	(295)						(295)
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2021					158,034	39,928
Stockholders' equity, beginning balance at Dec. 31, 2021	1,722,958	$ (1,437)			$ 16	$ 4	1,399,967	(216)	(165,026)	$ (1,437)	488,213
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(20,577)
Stockholders' equity, ending balance (in shares) at Jun. 30, 2022					158,266	39,928
Stockholders' equity, ending balance at Jun. 30, 2022	1,727,003				$ 16	$ 4	1,422,401	(1,219)	(183,101)		488,902
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2022					158,150	39,928
Stockholders' equity, beginning balance at Mar. 31, 2022	1,719,058				$ 16	$ 4	1,410,069	(685)	(178,576)		488,230
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon vesting of Restricted Stock Awards (in shares)					116
Management incentive unit and share-based compensation	14,937						14,937
Foreign currency translation	(534)							(534)
Allocation of equity to noncontrolling interests							(2,605)				2,605
Net loss	(6,458)								(4,525)		(1,933)
Stockholders' equity, ending balance (in shares) at Jun. 30, 2022					158,266	39,928
Stockholders' equity, ending balance at Jun. 30, 2022	1,727,003				$ 16	$ 4	1,422,401	(1,219)	(183,101)		488,902
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2022					159,596	39,928
Stockholders' equity, beginning balance at Dec. 31, 2022	1,733,944				$ 16	$ 4	1,438,019	(2,122)	(187,250)		485,277
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon vesting of Restricted Stock Awards (in shares)					1,000
Management incentive unit and share-based compensation	15,280						15,280
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	(1,284)						1,284
Foreign currency translation	89							89
Allocation of equity to noncontrolling interests	0						(772)				772
Exchange of Class B common stock for Class A common stock related to secondary offering			$ 2,274	$ (2,274)			27,642				(27,642)
Adjustments to deferred taxes and Tax Receivable Agreement liability related to secondary offering	(1,255)						(1,255)
Net loss	(14,813)								(11,853)		(2,960)
Stockholders' equity, ending balance (in shares) at Mar. 31, 2023					162,870	37,654
Stockholders' equity, ending balance at Mar. 31, 2023	1,731,961				$ 16	$ 4	1,477,630	(2,033)	(199,103)		455,447
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2022					159,596	39,928
Stockholders' equity, beginning balance at Dec. 31, 2022	1,733,944				$ 16	$ 4	1,438,019	(2,122)	(187,250)		485,277
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(19,108)
Member's investment, ending balance at Jun. 30, 2023	1,746,030							(2,012)	(202,298)
Stockholders' equity, ending balance (in shares) at Jun. 30, 2023					163,456	37,654
Stockholders' equity, ending balance at Jun. 30, 2023	1,746,030				$ 16	$ 4	1,493,586				456,734
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2023					162,870	37,654
Stockholders' equity, beginning balance at Mar. 31, 2023	1,731,961				$ 16	$ 4	1,477,630	(2,033)	(199,103)		455,447
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon vesting of Restricted Stock Awards (in shares)					586
Management incentive unit and share-based compensation	18,261						18,261
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	(141)						141
Foreign currency translation	21							21
Allocation of equity to noncontrolling interests							(2,387)				2,387
Adjustments to deferred taxes and Tax Receivable Agreement liability related to secondary offering	223						223
Net loss	(4,295)								(3,195)		(1,100)
Member's investment, ending balance at Jun. 30, 2023	1,746,030							$ (2,012)	$ (202,298)
Stockholders' equity, ending balance (in shares) at Jun. 30, 2023					163,456	37,654
Stockholders' equity, ending balance at Jun. 30, 2023	$ 1,746,030				$ 16	$ 4	$ 1,493,586				$ 456,734

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (4,295)	$ (14,813)	$ (6,458)	$ (14,120)	$ (19,108)	$ (20,577)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization					63,664	60,307
Share-based compensation					32,043	25,610
Operating Lease, Right-of-Use Asset, Amortization Expense					(1,599)	(482)
Fair value adjustments	(635)				(635)	(5,926)	$ (4,886)
Amortization of Debt Issuance Costs					1,761	1,761
Prepaid expenses and other current assets					1,364	(495)
Gain (Loss) on Termination of Lease					53	0
Gain (Loss) on Disposition of Property Plant Equipment			8,617		(41)
Changes in operating assets and liabilities — net of effects of acquisitions:
Accounts receivables					(25,151)	(6,643)
Prepaid expenses and other current assets					(2,687)	3,315
Other assets					(3,277)	(3,815)
Accounts payable					(183)	(5,112)
Accrued expenses					(12,207)	(7,854)
Other liabilities					(3,222)	(5,217)
Deferred taxes					(2,834)	1,579
Deferred revenue					(123,962)	(125,387)
Net cash used in operating activities					(92,741)	(80,319)
Cash flows from investing activities:
Purchases of property and equipment					(938)	(2,201)
Investment in capitalized product development costs					(19,948)	(20,927)
Acquisitions—net of cash acquired					0	(31,155)
Payment					0	(1,392)	(1,392)
Net cash used in investing activities					(20,886)	(55,675)
Cash flows from financing activities:
Payment, Tax Withholding, Share-based Payment Arrangement					(1,425)
Proceeds from Revolving Credit Agreement					10,000	70,000
Payments of deferred offering costs					0	(295)
Net cash provided by financing activities					4,700	65,830
Effect of foreign exchange rate changes on cash					(161)	(872)
Net decrease in cash, cash equivalents, and restricted cash					(109,088)	(71,036)
Cash, cash equivalents, and restricted cash—Beginning of period		$ 137,982		$ 86,991	137,982	86,991	86,991
Cash, cash equivalents, and restricted cash—End of period	28,894		15,955		28,894	15,955	137,982
Supplemental disclosures of cash flow information:
Cash paid for interest					27,669	14,172
Cash paid for income taxes					1,806	1,106
Supplemental disclosures of noncash investing and financing activities:
Property and equipment additions in accounts payable and accrued liabilities					83	88
Capitalized interest related to investment in capitalized product development costs					753	243
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	28,394		15,445		28,394	15,445	137,471
Restricted cash, included in other current assets	500		510		500	510
Total cash, cash equivalents, and restricted cash	$ 28,894		$ 15,955		28,894	15,955	$ 137,982
First Lien Debt
Cash flows from financing activities:
Repayments of lines of credit					$ (3,875)	$ (3,875)

BUSINESS

BUSINESS	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS	BUSINESS Background and Nature of Operations PowerSchool Holdings, Inc. (the “Company,” “PowerSchool,” “we,” “us,” or “our” ) was formed as a Delaware corporation on November 30, 2020 for the purpose of completing an initial public offering (“IPO”) and a series of transactions in order to carry on the business of PowerSchool Holdings LLC (“Holdings LLC”), formerly known as Severin Holdings, LLC . Our Principal Stockholders are Onex Partners Managers LP (“Onex”) and Vista Equity Partners (“Vista”). The transactions included amendments to the Company’s operating agreement to modify its capital structure by replacing the membership interests then held by its existing owners with a new class of membership interests (“LLC Units”) held initially by Severin Topco LLC (“Topco LLC”), a portion of which have a participation threshold (the “Participation Units”) and appointing the Company as the sole managing member of Holdings LLC; issuance of unrestricted and restricted Class A common stock in exchange for vested and unvested pre-IPO share-based awards, issuance of 39,928,472 shares of Class B common stock, par value $0.0001 per share to Topco LLC, on a one-to-one basis with the number of LLC Units (other than Participation Units), restructuring of certain entities (“Blocker Entities”) associated with the Principal Stockholders, and execution of an exchange agreement (the “Exchange Agreement”) with Topco LLC. Pursuant to the Exchange Agreement, Topco LLC is entitled to exchange LLC Units (other than Participation Units), together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis or, at its election, for cash from a substantially concurrent public offering or private sale. Participation Units may be exchanged for a number of shares of Class A common stock based on an exchange formula that takes into account the current value of a share of Class A common stock and a pre-determined participation threshold. Additionally, the Company entered into a tax receivable agreement (the “TRA”) with Topco LLC, and the Principal Stockholders that provides for the payment by the Company to Topco LLC and the Principal Stockholders, collectively, of 85% of the amount of cash savings, if any, in U.S. federal, state and local income taxes. Collectively, these transactions are referred to as “Organizational Transactions”. The Company’s cloud platform is an integrated, enterprise-scale suite of solutions purpose-built for the K-12 education market. The Company’s platform is embedded in school workflows and is used by educators, students, administrators, and parents. Its cloud-based technology platform helps schools and districts efficiently manage state reporting and related compliance, special education, finance, human resources, talent, registration, attendance, funding, learning, instruction, grading, assessments and analytics in one unified platform. The Company’s integrated technology approach streamlines operations, aggregates disparate data sets, and develops insights using predictive modelling and machine learning. The Company is headquartered in Folsom, California, and together with its subsidiaries has locations in the United States (“U.S.”), Canada, India, and the United Arab Emirates (“UAE”).

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
BUSINESS COMBINATIONS	BUSINESS COMBINATIONS We did not have any acquisitions during the six months ended June 30, 2023 and completed three acquisitions in fiscal year 2022. The purchase price allocation for 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.

REVENUE

REVENUE	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
REVENUE	REVENUE Disaggregation of Revenue The following table depicts the disaggregation of revenue according to the Company’s revenue streams. The Company believes this depicts the nature, amount, timing and uncertainty of revenue and cash flows consistent with how we evaluate our financial statements (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 SaaS $ 118,288 $ 107,552 $ 232,252 $ 210,216 Professional services 20,197 19,119 36,429 35,182 Software maintenance 28,215 27,458 55,324 54,559 License and other 7,197 3,462 9,345 7,227 Total revenue $ 173,897 $ 157,591 $ 333,350 $ 307,184 Revenue recognized for the three and six month periods ended June 30, 2023 and 2022 from performance obligations satisfied in the prior periods was immaterial. Revenue by principal geographic areas based on where the customer is located was as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 United States $ 162,579 $ 145,106 $ 311,385 $ 283,568 Canada 8,475 9,239 16,653 17,983 Other 2,843 3,246 5,312 5,633 Total revenue $ 173,897 $ 157,591 $ 333,350 $ 307,184 The Company had no customers accounting for more than 10% of total revenue for the periods presented. Deferred Revenue The changes in the deferred revenue balance were as follows (in thousands): June 30, 2023 December 31, 2022 Balance at beginning of period $ 315,839 $ 301,157 Decrease from revenue recognized (242,578) (289,328) Increase from acquisitions — 1,586 Increase from current period net deferred revenue additions 118,616 302,424 Balance at end of period $ 191,877 $ 315,839 As of June 30, 2023, the Company expects to recognize revenue on approximately 97% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. The estimated revenues from the remaining performance obligations do not include uncommitted contract amounts such as (i) amounts that are cancellable by the customer without significant penalty, (ii) future billings for time and material contracts, and (iii) amounts associated with optional renewal periods. 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): June 30, 2023 December 31, 2022 Contract costs, current $ 7,018 $ 6,103 Contract costs, noncurrent 26,272 23,843 Total contract costs $ 33,290 $ 29,946 Amortization expense for contract cost assets was $1.5 million and $3.0 million for the three and six months ended June 30, 2023, respectively, and $1.1 million and $2.1 million as of the three and six months ended June 30, 2022, respectively. There was no impairment of contract cost assets during the periods presented.

PROPERTY AND EQUIPMENT_NET

PROPERTY AND EQUIPMENT—NET	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT—NET	PROPERTY AND EQUIPMENT - NET Property and equipment by category are as follows (in thousands): June 30, 2023 December 31, 2022 Computer and software $ 16,136 $ 16,272 Furniture and fixtures 1,564 1,563 Leasehold improvements 2,402 2,377 Property and equipment 20,102 20,212 Less: accumulated depreciation (14,816) (14,039) Property and equipment—net $ 5,286 $ 6,173

GOODWILL

GOODWILL	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	GOODWILL The changes in the carrying amounts of goodwill were as follows (in thousands): Balance—December 31, 2022 $ 2,487,007 Other adjustments 228 Balance—June 30, 2023 $ 2,487,235

OTHER INTANGIBLE ASSETS_NET

OTHER INTANGIBLE ASSETS—NET	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
OTHER INTANGIBLE ASSETS—NET	OTHER INTANGIBLE ASSETS—NET Intangible assets are amortized using the straight-line method based on the expected useful lives of the assets. The carrying values of acquired amortizing intangible assets are as follows (in thousands): June 30, 2023 Weighted- Average Useful Life December 31, 2022 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 293,650 8 years $ 293,599 8 years Customer relationships 742,600 14 years 742,600 14 years Trademarks 53,482 9 years 53,474 9 years $ 1,089,732 $ 1,089,673 Accumulated Amortization Developed technology $ (151,844) $ (134,691) Customer relationships (237,741) (210,120) Trademarks (25,304) (22,715) $ (414,889) $ (367,526) Intangible Assets—Net Developed technology $ 141,806 $ 158,908 Customer relationships 504,859 532,480 Trademarks 28,178 30,759 $ 674,843 $ 722,147 Amortization of developed technology is recorded in cost of revenue, while the amortization of trademarks and customer relationships is included in selling, general, and administrative expense on the Company’s consolidated statements of operations and comprehensive loss. The following table summarizes the classification of amortization expense of intangible assets (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Cost of revenue $ 8,575 $ 8,467 $ 17,148 $ 16,845 Selling, general, and administrative expense 15,109 15,070 30,215 30,039 Total amortization of acquired intangible assets $ 23,684 $ 23,537 $ 47,363 $ 46,884 The estimated future amortization of intangible assets as of June 30, 2023, is as follows (in thousands): Year Ending December 31, 2023 (remaining six months) $ 47,362 2024 94,082 2025 93,893 2026 82,826 2027 66,544 Thereafter 290,136 Total $ 674,843

ACCRUED EXPENSES

ACCRUED EXPENSES	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
ACCRUED EXPENSES	ACCRUED EXPENSES The following table presents the detail of accrued expenses (in thousands): June 30, 2023 December 31, 2022 Accrued compensation $ 28,451 $ 38,966 Accrued interest 10,652 9,094 Accrued taxes 1,671 2,130 Tax Receivable Agreement liability, current 28,640 1,862 Other accrued expenses 28,985 32,218 Total accrued expenses $ 98,399 $ 84,270
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring	Included within other accrued expenses is the contingent consideration liability related to the acquisition of Chalk. The fair value of the contingent consideration is determined using the Monte Carlo simulation and is recorded as selling, general, and administrative expenses within operating expenses in the consolidated statements of operations and comprehensive loss. The fair value is estimated quarterly and is based on unobservable inputs, including management estimates and assumptions about achieving future revenues and the Company's share price, and is, therefore, classified as Level 3 in the fair value hierarchy. The outstanding balance of the contingent consideration as of June 30, 2023 is expected to be paid in the third quarter of fiscal year 2023. The changes in the fair value of the contingent consideration liability is as follows (in thousands): Balance—January 1, 2022 $ — Acquisition date fair value 10,079 Payment (1,392) Fair value adjustments (4,886) Balance—December 31, 2022 $ 3,801 Fair value adjustments (635) Balance—June 30, 2023 $ 3,166

LONG-TERM DEBT AND REVOLVING CR

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT	LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT First Lien Credit Agreement (“First Lien”) In August 2018, the Company entered into a loan agreement with a consortium of lenders which provided $775.0 million of term loans. The First Lien also provides for a Revolving Credit Agreement, discussed in more detail below. The First Lien is repayable in quarterly payments of $1.9 million through July 31, 2025, with all remaining outstanding principal due on July 31, 2025, the maturity date of the First Lien. As of June 30, 2023, the interest rate for the First Lien is the rate per annum equal to the Secured Overnight Financing Rate (“SOFR”), plus the applicable margin. The applicable margin is initially 3.25% per annum with a 0.25% step down based on the First Lien Net Leverage Ratio. The interest rate for the First Lien as of June 30, 2023 and December 31, 2022 was 8.05% and 7.09%, respectively. The First Lien is collateralized on a first lien basis by substantially all of the assets and property of Holdings LLC and its domestic subsidiaries. Revolving Credit Agreement The First Lien provides for a Revolving Credit Agreement allowing the Company to borrow funds from time to time. In July 2021, the Revolving Credit Agreement was amended and permitted the Company to borrow up to $289.0 million. The Revolving Credit Agreement matures on May 2, 2025. The interest rate of the Revolving Credit Agreement 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 six months ended June 30, 2023, the Company borrowed $10.0 million on the Revolving Credit Agreement, which was reflected as the outstanding balance on the facility as of June 30, 2023. There was no outstanding balance as of December 31, 2022. The Revolving Credit Agreement requires the Company to maintain a First Lien Net Leverage Ratio 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 June 30, 2023 and December 31, 2022, 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): June 30, 2023 December 31, 2022 Total outstanding principal—First Lien $ 740,125 $ 744,000 Less: current portion of long-term debt (7,750) (7,750) Less: unamortized debt discount (578) (715) Less: unamortized debt issuance costs (5,586) (6,911) Total long-term debt—net $ 726,211 $ 728,624 Maturities on long-term debt outstanding as of June 30, 2023 are as follows (in thousands): Year Ending December 31, 2023 (remaining six months) $ 3,875 2024 7,750 2025 728,500 Total $ 740,125

LEASES

LEASES	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
LEASES	Leases The Company leases its office and data center facilities under non-cancelable operating leases that expire at various times through 2026. The Company is also responsible for certain real estate taxes, utilities, and maintenance costs related to its office facilities. Rent expense was $0.9 million and $1.9 million for the three and six months ended June 30, 2023, respectively, and $1.3 million and $3.3 million for the three and six months ended June 30, 2022, respectively. Lease costs for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Operating lease cost $ 943 $ 11,694 $ 1,897 $ 17,249 Short-term lease cost 3 20 19 72 Variable lease cost and other, net 199 369 573 660 Total lease cost $ 1,145 $ 12,083 $ 2,489 $ 17,981 Six Months Ended 2023 2022 Cash paid for operating leases $ 3,663 $ 4,495 ROU assets obtained in exchange for new lease liabilities — 3,654 Future minimum lease payments under non-cancelable operating lease agreements as of June 30, 2023 are as follows (in thousands): Year Ending December 31, 2023 (remaining six months) $ 2,509 2024 4,216 2025 1,698 2026 1,020 2027 748 Total undiscounted cash flows $ 10,191 Less imputed interest 539 Present value of lease liabilities $ 9,652 Weighted average remaining term (years) 2.9 Weighted average discount rate 4.1 %

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
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 June 30, 2023, the remaining aggregate minimum purchase commitment under these arrangements was approximately $221.8 million through 2027. 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 was $2.2 million and $2.2 million as of June 30, 2023 and December 31, 2022, 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	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST	STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST Stockholders’ Equity The Company’s amended and restated certificate of incorporation effective July 27, 2021 authorizes (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 June 30, 2023, t he holders of our issued Class A common stock collectively held approximately 81.3% of the economic interest and voting power in the Company and holders of our issued Class B common stock collectively held approximately 18.7% of the economic interest and voting power in the Company. As of December 31, 2022, the Class B common stock collectively held approximately 20.0% of the economic interest and voting power in the Company. Non-controlling interest The weighted average non-controlling interest percentage used to calculate the net loss and other comprehensive loss attributable to the non-controlling interest holders in the three and six months ended June 30, 2023 and 2022 was 18.8% and 20.1%, respectively.

EARNINGS (LOSS) PER SHARE ATTRI

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS)	6 Months Ended
	Jun. 30, 2023
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 and diluted EPS. Three Months Ended Six Months Ended 2023 2022 2023 2022 Basic net income (loss) per share: Numerator: Net Loss $ (4,295) $ (6,458) $ (19,108) $ (20,577) Less: net loss attributable to non-controlling interest (1,100) (1,933) (4,060) (3,940) Net loss attributable to PowerSchool Holdings, Inc., basic $ (3,195) $ (4,525) $ (15,048) $ (16,637) Denominator: Weighted average shares of Class A common stock, basic 163,067,859 158,229,171 161,794,290 158,171,056 Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, basic $ (0.02) $ (0.03) $ (0.09) $ (0.11) Diluted net income (loss) per share: Numerator: Net loss attributable to PowerSchool Holdings, Inc., basic $ (3,195) $ (4,525) $ (15,048) $ (16,637) Adjustment from LLC Units $ (885) $ — $ — $ — Net loss attributable to PowerSchool Holdings, Inc., diluted $ (4,080) $ (4,525) $ (15,048) $ (16,637) Denominator: Weighted average shares of Class A common stock, basic 163,067,859 158,229,171 161,794,290 158,171,056 Dilutive impact of LLC Units 37,654,059 — — — Weighted average shares of Class A common stock, diluted 200,721,918 158,229,171 161,794,290 158,171,056 Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, diluted $ (0.02) $ (0.03) $ (0.09) $ (0.11) As shares of our Class B common stock are considered non-participating securities, separate presentation of EPS of Class B common stock under the two-class method has not been presented. In addition, the following securities were not included in the computation of diluted shares outstanding for the three and six months ended June 30, 2023 and 2022 because they were antidilutive, but could potentially dilute earnings (loss) per share in the future: Three Months Ended Six Months Ended 2023 2022 2023 2022 Unvested RSAs and RSUs 8,839,703 10,113,893 8,839,703 10,113,893 LLC Units — 39,928,472 37,654,059 39,928,472 Unvested MSUs 474,846 — 474,846 — Total excluded from diluted EPS calculation 9,314,549 50,042,365 46,968,608 50,042,365

RELATED-PARTY TRANSACTIONS

RELATED-PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
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 Consulting”). These services were provided on a time and material basis and were generally related to integration of the various companies acquired by the Company. Total costs of these related party services were de minimis for all periods presented. We may continue to engage Vista Consulting from time to time, subject to compliance with our related party transactions policy. The Company also entered into arrangements with Onex for general management services, acquisition advisory, and treasury services. Total costs of these related-party services were de minimis for all periods presented. The Company also purchased services from entities that share common ownership with Vista and Onex. The cost was $2.6 million and $7.4 million for all other services purchased from entities with common ownership for the three and six months ended June 30, 2023, respectively, and $0.7 and $2.4 for the three and six months ended June 30, 2022, respectively. Substantially all of the expenses related to Vista and Onex services are included in selling, general, and administrative expense in the consolidated statements of operations and comprehensive loss. Amounts due to entities that share common ownership were $0.1 million and $0.5 million as of June 30, 2023 and December 31, 2022, respectively, and are included in accounts payables and accrued liabilities in the consolidated balance sheet. There were no sales to or outstanding accounts receivable arising from this agreement during or as of the end of any of the periods presented. The Company has a strategic partnership with EAB Global, Inc. (“EAB”), a portfolio company of Vista, pursuant to a Reseller Agreement (the “Agreement”). Pursuant to the Agreement, EAB serves as, among other terms, the exclusive reseller of the Intersect product in the U.S. and Canada. The Agreement has a ten-year term and includes annual minimum revenue commitments from EAB. The commitment amount for the annual period was $36.8 million, and will increase upon the anniversary of the Agreement. The Company may begin to revoke its exclusivity with EAB after the fourth year of the Agreement or terminate the relationship upon material breach of the contract. Under the terms of the Agreement, the Company pays a fee to EAB for selling products to third party customers on the Company’s behalf. The Company recognized $4.0 million and $6.3 million in selling, general, and administrative expense and, to a lesser extent, cost of revenue, for fees owed to EAB under the Agreement for the three and six months ended June 30, 2023, respectively, and $2.9 million and $5.4 million for the three and six months ended June 30, 2022, respectively. In February 2023, certain selling stockholders, which included Hardeep Gulati, the Company’s Chief Executive Officer, Topco LLC, and certain funds affiliated with Vista and Onex, conducted a secondary offering of 8,700,000 shares of the Company’s Class A common stock. The Company did not receive any proceeds from the sale of the Class A common stock by the selling stockholders, but bore the costs associated with the secondary offering (other than underwriting discounts and commissions), which were approximately $1.4 million and were recorded as selling, general, and administrative expenses in the consolidated statements of operations and comprehensive loss.

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS	6 Months Ended
	Jun. 30, 2023
Retirement Benefits [Abstract]
EMPLOYEE BENEFIT PLANS	EMPLOYEE BENEFIT PLANSDefined Contribution Plan—The Company has a defined contribution plan under Section 401(k) of the Internal Revenue Code (“401(k) Plan”) covering all full-time employees who meet certain eligibility requirements. Eligible employees may defer a percentage of their pretax compensation, up to the annual maximum allowed by the Internal Revenue Service. Under the 401(k) Plan, the Company matches a portion of the employee contributions up to a defined maximum. The Company made matching contributions of $2.7 million and $5.4 million for the three and six months ended June 30, 2023, respectively, and $2.6 million and $5.1 million for the three and six months ended June 30, 2022, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	The Company has evaluated subsequent events from the consolidated balance sheets date through August 8, 2023, the date at which the condensed consolidated financial statements were available to be issued. On July 11, 2023, the Company announced that it had entered into a definitive agreement to acquire all the ownership interests of SchoolMessenger, a leading provider of K-12 communication tools in North America, from West Technology Group, LLC, for cash consideration of approximately $300 million. We expect to fund the acquisition with cash on hand, borrowings under the Revolving Credit Facility, and incremental term loans under the First Lien. The acquisition is expected to close in the third quarter of fiscal year 2023, subject to satisfaction of customary closing conditions and regulatory requirements.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net income (loss)	$ (3,195)	$ (4,525)	$ (15,048)	$ (16,637)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	true

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation		The accompanying interim condensed consolidated balance sheet as of June 30, 2023, the interim condensed consolidated statements of operations and comprehensive loss and stockholders’ equity for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022, and the notes to such interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. As permitted under those rules, we have condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in management’s opinion, include all adjustments necessary to state fairly the consolidated financial position of the Company as of June 30, 2023, the results of operations for the three and six months ended June 30, 2023 and 2022 and cash flows for the six months ended June 30, 2023 and 2022. These adjustments consist of normal and recurring items. The results of operations for the six months ended June 30, 2023 and cash flows for the six months ended June 30, 2023 are not necessarily indicative of the results expected for the year ending December 31, 2023 or any future interim or annual period. Our unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes provided in our Annual Report on Form 10-K for the year ended December 31, 2022. The Company is an Emerging Growth Company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, Emerging Growth Companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an Emerging Growth Company or (ii) it affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. On June 30, 2023, the last day of our second fiscal quarter in 2023, the market value of our Class A common stock held by non-affiliates exceeded $700.0 million. Accordingly, we will be deemed a large accelerated filer as of December 31, 2023. As such, we will no longer (i) qualify as an Emerging Growth Company and (ii) be able to take advantage of the extended timeline to comply with new or revised accounting standards applicable to public companies beginning with our Annual Report on Form 10-K for the year ending December 31, 2023.
Principles of Consolidation		The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates		Use of estimates is required in the preparation of the consolidated financial statements in conformity with GAAP. Management makes estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experience and on various other factors that it believes are reasonable under the circumstances. The estimates the Company evaluates include, but are not limited to: • the fair value of assets acquired and liabilities assumed in business combinations, including acquired intangible assets, goodwill, contingent consideration and liabilities associated with deferred revenue and deferred taxes; • the average period of benefit related to contract cost assets; • the allowance for doubtful accounts; • the fair value of certain stock awards; • the useful lives and recoverability of long-lived assets, including capitalized product development costs; • the recognition, measurement and valuation of deferred income taxes; and • the actual amounts and timing of payments under the Tax Receivable Agreement Actual results could differ from those estimates under different assumptions or c onditions.
Recent Accounting Pronouncements Not Yet Adopted and Accounting Pronouncements Recently Adopted	Accounting Pronouncements Recently Adopted On January 1, 2023, the Company 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 the Company’s financial instruments. Cash and cash equivalents

REVENUE (Tables)

REVENUE (Tables)	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	The Company believes this depicts the nature, amount, timing and uncertainty of revenue and cash flows consistent with how we evaluate our financial statements (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 SaaS $ 118,288 $ 107,552 $ 232,252 $ 210,216 Professional services 20,197 19,119 36,429 35,182 Software maintenance 28,215 27,458 55,324 54,559 License and other 7,197 3,462 9,345 7,227 Total revenue $ 173,897 $ 157,591 $ 333,350 $ 307,184
Revenue by Geographical Area	Revenue by principal geographic areas based on where the customer is located was as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 United States $ 162,579 $ 145,106 $ 311,385 $ 283,568 Canada 8,475 9,239 16,653 17,983 Other 2,843 3,246 5,312 5,633 Total revenue $ 173,897 $ 157,591 $ 333,350 $ 307,184
Schedules of Deferred Revenue	The changes in the deferred revenue balance were as follows (in thousands): June 30, 2023 December 31, 2022 Balance at beginning of period $ 315,839 $ 301,157 Decrease from revenue recognized (242,578) (289,328) Increase from acquisitions — 1,586 Increase from current period net deferred revenue additions 118,616 302,424 Balance at end of period $ 191,877 $ 315,839
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): June 30, 2023 December 31, 2022 Contract costs, current $ 7,018 $ 6,103 Contract costs, noncurrent 26,272 23,843 Total contract costs $ 33,290 $ 29,946

PROPERTY AND EQUIPMENT_NET (Tab

PROPERTY AND EQUIPMENT—NET (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment by Category	Property and equipment by category are as follows (in thousands): June 30, 2023 December 31, 2022 Computer and software $ 16,136 $ 16,272 Furniture and fixtures 1,564 1,563 Leasehold improvements 2,402 2,377 Property and equipment 20,102 20,212 Less: accumulated depreciation (14,816) (14,039) Property and equipment—net $ 5,286 $ 6,173

CAPITALIZED PRODUCT DEVELOPMENT

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Tables)	6 Months Ended
	Jun. 30, 2023
Research and Development [Abstract]
Schedule of Capitalized Product Development Costs	The carrying values of acquired amortizing intangible assets are as follows (in thousands): June 30, 2023 Weighted- Average Useful Life December 31, 2022 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 293,650 8 years $ 293,599 8 years Customer relationships 742,600 14 years 742,600 14 years Trademarks 53,482 9 years 53,474 9 years $ 1,089,732 $ 1,089,673 Accumulated Amortization Developed technology $ (151,844) $ (134,691) Customer relationships (237,741) (210,120) Trademarks (25,304) (22,715) $ (414,889) $ (367,526) Intangible Assets—Net Developed technology $ 141,806 $ 158,908 Customer relationships 504,859 532,480 Trademarks 28,178 30,759 $ 674,843 $ 722,147

GOODWILL (Tables)

GOODWILL (Tables)	6 Months Ended
	Jun. 30, 2023
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, 2022 $ 2,487,007 Other adjustments 228 Balance—June 30, 2023 $ 2,487,235

OTHER INTANGIBLE ASSETS_NET (Ta

OTHER INTANGIBLE ASSETS—NET (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Carrying Values of Acquired Intangible Assets	The carrying values of acquired amortizing intangible assets are as follows (in thousands): June 30, 2023 Weighted- Average Useful Life December 31, 2022 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 293,650 8 years $ 293,599 8 years Customer relationships 742,600 14 years 742,600 14 years Trademarks 53,482 9 years 53,474 9 years $ 1,089,732 $ 1,089,673 Accumulated Amortization Developed technology $ (151,844) $ (134,691) Customer relationships (237,741) (210,120) Trademarks (25,304) (22,715) $ (414,889) $ (367,526) Intangible Assets—Net Developed technology $ 141,806 $ 158,908 Customer relationships 504,859 532,480 Trademarks 28,178 30,759 $ 674,843 $ 722,147
Schedule of Amortization Expense of Intangible Assets	The following table summarizes the classification of amortization expense of intangible assets (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Cost of revenue $ 8,575 $ 8,467 $ 17,148 $ 16,845 Selling, general, and administrative expense 15,109 15,070 30,215 30,039 Total amortization of acquired intangible assets $ 23,684 $ 23,537 $ 47,363 $ 46,884
Schedule of Estimated Future Amortization of Intangible Assets	The estimated future amortization of intangible assets as of June 30, 2023, is as follows (in thousands): Year Ending December 31, 2023 (remaining six months) $ 47,362 2024 94,082 2025 93,893 2026 82,826 2027 66,544 Thereafter 290,136 Total $ 674,843

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	The following table presents the detail of accrued expenses (in thousands): June 30, 2023 December 31, 2022 Accrued compensation $ 28,451 $ 38,966 Accrued interest 10,652 9,094 Accrued taxes 1,671 2,130 Tax Receivable Agreement liability, current 28,640 1,862 Other accrued expenses 28,985 32,218 Total accrued expenses $ 98,399 $ 84,270

LONG-TERM DEBT AND REVOLVING _2

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Outstanding Long-Term Debt	The following table presents the outstanding long-term debt (in thousands): June 30, 2023 December 31, 2022 Total outstanding principal—First Lien $ 740,125 $ 744,000 Less: current portion of long-term debt (7,750) (7,750) Less: unamortized debt discount (578) (715) Less: unamortized debt issuance costs (5,586) (6,911) Total long-term debt—net $ 726,211 $ 728,624
Schedule of Maturities of Long-Term Debt	Maturities on long-term debt outstanding as of June 30, 2023 are as follows (in thousands): Year Ending December 31, 2023 (remaining six months) $ 3,875 2024 7,750 2025 728,500 Total $ 740,125

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Schedule of Operating Lease Cost	The Company leases its office and data center facilities under non-cancelable operating leases that expire at various times through 2026. The Company is also responsible for certain real estate taxes, utilities, and maintenance costs related to its office facilities. Rent expense was $0.9 million and $1.9 million for the three and six months ended June 30, 2023, respectively, and $1.3 million and $3.3 million for the three and six months ended June 30, 2022, respectively. Lease costs for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Operating lease cost $ 943 $ 11,694 $ 1,897 $ 17,249 Short-term lease cost 3 20 19 72 Variable lease cost and other, net 199 369 573 660 Total lease cost $ 1,145 $ 12,083 $ 2,489 $ 17,981 Six Months Ended 2023 2022 Cash paid for operating leases $ 3,663 $ 4,495 ROU assets obtained in exchange for new lease liabilities — 3,654
Schedule of Future Minimum Lease Payments, Post Adoption	Future minimum lease payments under non-cancelable operating lease agreements as of June 30, 2023 are as follows (in thousands): Year Ending December 31, 2023 (remaining six months) $ 2,509 2024 4,216 2025 1,698 2026 1,020 2027 748 Total undiscounted cash flows $ 10,191 Less imputed interest 539 Present value of lease liabilities $ 9,652 Weighted average remaining term (years) 2.9 Weighted average discount rate 4.1 %
Schedule of Future Minimum Lease Payments, Prior to Adoption

SHARE-BASED COMPENSATION (Table

SHARE-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of RSU and RSA Activity	RSU and RSA activity for the six-months ended June 30, 2023 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Awards Weighted Average Grant Date Fair Value Balance—December 31, 2022 7,880,419 $ 20.52 54,516 $ 8.43 Granted 2,886,577 $ 19.32 — — Vested (1,630,899) $ 19.59 (19,693) $ 8.73 Canceled (331,217) $ 20.32 — — Balance—June 30, 2023 8,804,880 $ 20.30 34,823 $ 8.25
Schedule of Share-based Compensation Expense	The following table presents the classification of share-based compensation in the accompanying condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenue Subscriptions and support $ 1,623 $ 1,243 $ 3,011 $ 2,277 Service 919 1,262 1,730 2,246 Research and development 4,536 3,558 8,265 6,428 Selling, general, and administrative 10,416 7,997 19,037 14,659 Total stock-based compensation $ 17,494 $ 14,060 $ 32,043 $ 25,610 Share-based compensation capitalized as product development costs was $0.8 million and $1.5 million for the three and six months ended June 30, 2023, respectively, and $0.8 million and $1.5 million for the three and six months ended June 30, 2022, respectively. As of June 30, 2023, the total future compensation cost related to unvested share awards is $176.1 million, which is expected to be recognized over a weighted-average period of 2.8 years.

EARNINGS (LOSS) PER SHARE ATT_2

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Schedule of Earnings (Loss) per Share	Three Months Ended Six Months Ended 2023 2022 2023 2022 Basic net income (loss) per share: Numerator: Net Loss $ (4,295) $ (6,458) $ (19,108) $ (20,577) Less: net loss attributable to non-controlling interest (1,100) (1,933) (4,060) (3,940) Net loss attributable to PowerSchool Holdings, Inc., basic $ (3,195) $ (4,525) $ (15,048) $ (16,637) Denominator: Weighted average shares of Class A common stock, basic 163,067,859 158,229,171 161,794,290 158,171,056 Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, basic $ (0.02) $ (0.03) $ (0.09) $ (0.11) Diluted net income (loss) per share: Numerator: Net loss attributable to PowerSchool Holdings, Inc., basic $ (3,195) $ (4,525) $ (15,048) $ (16,637) Adjustment from LLC Units $ (885) $ — $ — $ — Net loss attributable to PowerSchool Holdings, Inc., diluted $ (4,080) $ (4,525) $ (15,048) $ (16,637) Denominator: Weighted average shares of Class A common stock, basic 163,067,859 158,229,171 161,794,290 158,171,056 Dilutive impact of LLC Units 37,654,059 — — — Weighted average shares of Class A common stock, diluted 200,721,918 158,229,171 161,794,290 158,171,056 Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, diluted $ (0.02) $ (0.03) $ (0.09) $ (0.11)
Schedule of Antidilutive Shares	In addition, the following securities were not included in the computation of diluted shares outstanding for the three and six months ended June 30, 2023 and 2022 because they were antidilutive, but could potentially dilute earnings (loss) per share in the future: Three Months Ended Six Months Ended 2023 2022 2023 2022 Unvested RSAs and RSUs 8,839,703 10,113,893 8,839,703 10,113,893 LLC Units — 39,928,472 37,654,059 39,928,472 Unvested MSUs 474,846 — 474,846 — Total excluded from diluted EPS calculation 9,314,549 50,042,365 46,968,608 50,042,365

BUSINESS (Details)

BUSINESS (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Jul. 30, 2021	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Class of Stock [Line Items]
Underwriting discounts and commissions		$ 0	$ 295
Percentage of cash savings payable	85%
Class A common stock
Class of Stock [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001		$ 0.0001
Class B common stock
Class of Stock [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001		$ 0.0001
Class B common stock | IPO
Class of Stock [Line Items]
Number of shares issued (in shares)	39,928,472
Common stock, par value (in dollars per share)	$ 0.0001

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets	$ 7,173	$ 8,877
Operating lease liability	9,652
Decrease in accumulated deficit	$ (1,289,296)	$ (1,248,667)

BUSINESS COMBINATIONS - Narrati

BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands				3 Months Ended		6 Months Ended
	Jun. 01, 2022	May 02, 2022	Feb. 01, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Acquisition costs				$ 0	$ 1,043	$ 0	$ 2,618
Goodwill				2,487,235		2,487,235		$ 2,487,007
Kinvolved, Inc.
Business Acquisition [Line Items]
Consideration transferred			$ 23,300
Acquisition costs						1,200
Goodwill			18,600
Payments to Acquire Businesses, Gross			16,200
Fair value of deferred cash consideration			$ 7,100
Chalk.com Education, Inc.
Business Acquisition [Line Items]
Consideration transferred		$ 13,500
Acquisition costs						$ 900
Goodwill		10,000
Payments to Acquire Businesses, Gross		10,400
Additional deferred cash consideration		$ 3,100
Headed2, LLC
Business Acquisition [Line Items]
Consideration transferred	$ 5,800
Acquisition costs				$ 500
Goodwill	$ 3,300

BUSINESS COMBINATIONS - Assets

BUSINESS COMBINATIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Feb. 01, 2022	Jun. 30, 2023	Dec. 31, 2022	Jun. 01, 2022	May 02, 2022
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Assets				$ 200	$ (200)
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets				2,300	$ 3,600
Goodwill		$ 2,487,235	$ 2,487,007
Kinvolved, Inc.
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Assets	$ 200
Business Combination, Consideration Transferred [Abstract]
Payments to Acquire Businesses, Gross	16,200
Business Combination, Consideration Transferred, Liabilities Incurred	7,100
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets	4,500
Goodwill	$ 18,600
Headed2, LLC
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Goodwill				$ 3,300

REVENUE - Disaggregation of Rev

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 173,897	$ 157,591	$ 333,350	$ 307,184
United States
Disaggregation of Revenue [Line Items]
Total revenue	162,579	145,106	311,385	283,568
Canada
Disaggregation of Revenue [Line Items]
Total revenue	8,475	9,239	16,653	17,983
Other
Disaggregation of Revenue [Line Items]
Total revenue	2,843	3,246	5,312	5,633
SaaS
Disaggregation of Revenue [Line Items]
Total revenue	118,288	107,552	232,252	210,216
Professional services
Disaggregation of Revenue [Line Items]
Total revenue	20,197	19,119	36,429	35,182
Software maintenance
Disaggregation of Revenue [Line Items]
Total revenue	28,215	27,458	55,324	54,559
License and other
Disaggregation of Revenue [Line Items]
Total revenue	$ 7,197	$ 3,462	$ 9,345	$ 7,227

REVENUE - Changes in Deferred R

REVENUE - Changes in Deferred Revenues (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2021
Contract with Customer, Liability [Roll Forward]
Balance at beginning of period	$ 315,839
Decrease from revenue recognized	(242,578)	$ (289,328)
Increase from acquisitions	0	1,586
Increase from current period net deferred revenue additions	118,616	302,424
Balance at end of period	$ 191,877	$ 301,157

REVENUE - Performance Obligatio

REVENUE - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01	Jun. 30, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Percentage of remaining performance obligations expected to be recognized	97%
Performance obligations expected to be recognized, expected timing	12 months

REVENUE - Contract Cost Assets

REVENUE - Contract Cost Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract costs, current	$ 7,018		$ 7,018		$ 6,103
Contract costs, noncurrent	26,272		26,272		23,843
Total contract costs	33,290		33,290		$ 29,946
Amortization expense for contract costs	$ 1,500	$ 1,100	$ 3,000	$ 2,100

ACCOUNTS RECEIVABLE - Schedule

ACCOUNTS RECEIVABLE - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Receivables [Abstract]
Accounts Receivable, Allowance for Credit Loss, Current	$ (5,283)	$ (4,712)
Accounts Receivable, after Allowance for Credit Loss, Current, Total	$ 78,082	$ 54,296

ACCOUNTS RECEIVABLE - Schedul_2

ACCOUNTS RECEIVABLE - Schedule of Allowance for Credit Loss (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Accounts Receivable, Allowance for Credit Loss, Current	$ 4,712
Accounts Receivable, Allowance for Credit Loss, Current	$ 5,283

PROPERTY AND EQUIPMENT_NET (Det

PROPERTY AND EQUIPMENT—NET (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 20,102		$ 20,102		$ 20,212
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(14,816)		(14,816)		(14,039)
Property, Plant and Equipment, Net, Total	5,286		5,286		6,173
Depreciation expense	800	$ 1,300	1,700	$ 2,600
Computers Equipment And Software [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	16,136		16,136		16,272
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,564		1,564		1,563
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 2,402		$ 2,402		$ 2,377

CAPITALIZED PRODUCT DEVELOPME_2

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Research and Development [Abstract]
Capitalized Computer Software, Gross	$ 174,341	$ 152,663	$ 174,341	$ 152,663
Capitalized Computer Software, Accumulated Amortization	(66,411)	(51,802)	(66,411)	(51,802)
Capitalized Computer Software, Net, Total	107,930	100,861	107,930	100,861
Capitalized Computer Software, Amortization	$ 7,400	$ 5,500	$ 14,600	$ 10,800

GOODWILL (Details)

GOODWILL (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 2,487,007
Other adjustments	228
Ending balance	$ 2,487,235

OTHER INTANGIBLE ASSETS_NET - C

OTHER INTANGIBLE ASSETS—NET - Carrying Values of Acquired Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 1,089,732	$ 1,089,673
Accumulated Amortization	(414,889)	(367,526)
Intangible Assets—Net	674,843	722,147
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	293,650	293,599
Accumulated Amortization	(151,844)	(134,691)
Intangible Assets—Net	$ 141,806	$ 158,908
Weighted- Average Useful Life	8 years	8 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 742,600	$ 742,600
Accumulated Amortization	(237,741)	(210,120)
Intangible Assets—Net	$ 504,859	$ 532,480
Weighted- Average Useful Life	14 years	14 years
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 53,482	$ 53,474
Accumulated Amortization	(25,304)	(22,715)
Intangible Assets—Net	$ 28,178	$ 30,759
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	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 23,684	$ 23,537	$ 47,363	$ 46,884
Cost of revenue
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	8,575	8,467	17,148	16,845
Selling, general, and administrative expense
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 15,109	$ 15,070	$ 30,215	$ 30,039

OTHER INTANGIBLE ASSETS_NET - E

OTHER INTANGIBLE ASSETS—NET - Estimated Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2022 (remaining nine months)	$ 47,362
2024	94,082
2025	93,893
2026	82,826
2027	66,544
Thereafter	290,136
Intangible Assets—Net	$ 674,843	$ 722,147

ACCRUED EXPENSES - Schedule Acc

ACCRUED EXPENSES - Schedule Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued compensation	$ 28,451	$ 38,966
Accrued interest	10,652	9,094
Accrued taxes	1,671	2,130
Other accrued expenses	28,985	32,218
Tax Receivable Agreement liability, current	28,640	1,862
Total accrued expenses	$ 98,399	$ 84,270

ACCRUED EXPENSES - Fair Value o

ACCRUED EXPENSES - Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Contingent Consideration Liability Rollfoward [Roll Forward]
Balance at beginning of period		$ 3,801	$ 0	$ 0
Acquisition date fair value				10,079
Payment		0	(1,392)	(1,392)
Fair value adjustments	$ (635)	(635)	$ (5,926)	(4,886)
Balance at end of period	$ 3,166	$ 3,166		$ 3,801

LONG-TERM DEBT AND REVOLVING _3

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
	Aug. 01, 2018	Jun. 30, 2023	Jun. 30, 2023	Jul. 31, 2023	Dec. 31, 2022	Jul. 30, 2021
Debt Instrument [Line Items]
Aggregate principal amount				$ 840,100
Debt discounts		$ 578	$ 578		$ 715
Debt issuance costs		5,586	5,586		6,911
Revolving credit facility		10,000	$ 10,000		$ 0
Debt Instrument, Periodic Payment		$ 1,900
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity						$ 289,000
Commitment fee percentage			0.50%
First lien net coverage ratio	7.75
Outstanding balance as a percentage of borrowing capacity	35%	35%	35%		35%
Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Revolving Credit Facility
Debt Instrument [Line Items]
Applicable margin	3.25%
Step-down percentage	0.50%
First Lien | Secured Debt
Debt Instrument [Line Items]
Aggregate principal amount	$ 775,000
Percentage of principal due quarterly	0.25%
First Lien | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Applicable margin	3.25%
Interest rate		8.05%	8.05%		7.09%

LONG-TERM DEBT AND REVOLVING _4

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Schedule of Outstanding Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Less: current portion of long-term debt	$ (7,750)	$ (7,750)
Less: unamortized debt discount	(578)	(715)
Less: unamortized debt issuance costs	(5,586)	(6,911)
Total long-term debt—net	726,211	728,624
Secured Debt | First Lien
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 740,125	$ 744,000

LONG-TERM DEBT AND REVOLVING _5

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Maturities of Long-Term Debt (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Maturities of Long-term Debt [Abstract]
2022 (remaining nine months)	$ 3,875
2024	7,750
2025	728,500
Total	$ 740,125

LEASES - Components of Operatin

LEASES - Components of Operating Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Rent expense	$ 900	$ 1,300	$ 1,900	$ 3,300
Lease, Cost [Abstract]
Operating lease cost	943	11,694	1,897	17,249
Short-term lease cost	3	20	19	72
Variable lease cost and other, net	199	369	573	660
Total lease cost	$ 1,145	$ 12,083	2,489	17,981
Operating Lease, Payments			$ 3,663	4,495
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability				$ 3,654

LEASES - Schedule of Future Min

LEASES - Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Lease Arrangements (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2022 (remaining nine months)	$ 2,509
2024	4,216
2025	1,698
2026	1,020
2027	748
Total undiscounted cash flows	10,191
Less imputed interest	539
Present value of lease liabilities	$ 9,652
P2Y11M	2 years 10 months 24 days
0.0407	4.10%

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies [Line Items]
Estimated liability for incurred, but not reported, medical claims	$ 2.2	$ 2.2
Data Center, Cloud Hosting Arrangements and Other Services
Commitments and Contingencies [Line Items]
Remaining aggregate minimum purchase commitment	$ 221.8

STOCKHOLDERS_ EQUITY AND NON-_2

STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST (Details) - $ / shares	6 Months Ended	8 Months Ended	12 Months Ended
	Jun. 30, 2023	Mar. 31, 2022	Dec. 31, 2022	Jun. 30, 2022	Jul. 27, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)					50,000,000
Preferred stock, par value (in dollars per share)					$ 0.0001
PowerSchool Holdings, LLC
Class of Stock [Line Items]
Non-controlling interest percentage	18.80%			20.10%
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	500,000,000		500,000,000
Common stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Percentage of voting power		81.30%
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	300,000,000		300,000,000
Common stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Percentage of voting power	18.70%		20%

SHARE-BASED COMPENSATION - Narr

SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 17,494	$ 14,060	$ 32,043	$ 25,610
Future compensation cost related to unvested units	176,100		$ 176,100
Future compensation cost recognition period			2 years 9 months 18 days
Share-based Payment Arrangement, Amount Capitalized	$ 800	$ 800	$ 1,500	$ 1,500
Member Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in dollars per share)	$ 26.64
Units granted (in shares)	474,846
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in dollars per share)			$ 19.32
Units granted (in shares)			2,886,577
Restricted Stock Units | 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Shares reserved for future issuance (in shares)	19,315,000		19,315,000
Vesting percentage			25%
market share award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 1,300		$ 1,400

SHARE-BASED COMPENSATION - Sche

SHARE-BASED COMPENSATION - Schedule of MIU Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Weighted-Average Grant-Date Fair Value
Volatility	58%
Risk-free rate	3.70%
Aggregate intrinsic value (in USD)	$ 12,600	$ 12,600
Restricted Stock Units
Number of Underlying Units
Beginning balance (in shares)		7,880,419
Units granted (in shares)		2,886,577
Units canceled (in shares)		(331,217)
Ending balance (in shares)	8,804,880	8,804,880
Number of underlying units vested (in shares)		1,630,899
Weighted-Average Grant-Date Fair Value
Beginning balance (in dollars per share)		$ 20.52
Ending balance (in dollars per share)	$ 20.30	20.30
Weighted-average grant date-fair value, vested (in dollars per share)		19.59
Granted (in dollars per share)		$ 19.32
Member Units
Number of Underlying Units
Beginning balance (in shares)		0
Units granted (in shares)	474,846
Units canceled (in shares)		0
Ending balance (in shares)	474,846	474,846
Number of underlying units vested (in shares)	0
Weighted-Average Grant-Date Fair Value
Beginning balance (in dollars per share)		$ 0
Ending balance (in dollars per share)	$ 26.64	$ 26.64	$ 0
Weighted-average grant date-fair value, vested (in dollars per share)			$ 0
Granted (in dollars per share)	$ 26.64
Dividend yield	0%

SHARE-BASED COMPENSATION - Sc_2

SHARE-BASED COMPENSATION - Schedule of Restricted Stock Unit and Restricted Stock Award Activity (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Restricted Stock Units
Shares
Beginning balance (in shares) | shares	7,880,419
Granted (in shares) | shares	2,886,577
Vested (in shares) | shares	(1,630,899)
Canceled (in shares) | shares	(331,217)
Ending balance (in shares) | shares	8,804,880
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 20.52
Granted (in dollars per share) | $ / shares	19.32
Vested (in dollars per share) | $ / shares	19.59
Canceled (in dollars per share) | $ / shares	20.32
Ending balance (in dollars per share) | $ / shares	$ 20.30
Restricted Stock Awards
Shares
Beginning balance (in shares) | shares	54,516
Granted (in shares) | shares	0
Vested (in shares) | shares	(19,693)
Canceled (in shares) | shares	0
Ending balance (in shares) | shares	34,823
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 8.43
Granted (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	8.73
Canceled (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	$ 8.25

SHARE-BASED COMPENSATION - Shar

SHARE-BASED COMPENSATION - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 17,494	$ 14,060	$ 32,043	$ 25,610
Cost of revenue | Subscriptions and support
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	1,623	1,243	3,011	2,277
Cost of revenue | Service
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	919	1,262	1,730	2,246
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	4,536	3,558	8,265	6,428
Selling, general, and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 10,416	$ 7,997	$ 19,037	$ 14,659

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	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ (4,295)	$ (14,813)	$ (6,458)	$ (14,120)	$ (19,108)	$ (20,577)
Less: Net loss attributable to non-controlling interest	(1,100)		(1,933)		(4,060)	(3,940)
Net loss attributable to PowerSchool Holdings, Inc.	(3,195)		(4,525)		(15,048)	(16,637)
Participating Securities, Distributed and Undistributed Earnings (Loss), Diluted	(885)
Net Income (Loss) Attributable to Parent, Diluted	$ (4,080)		$ (4,525)		$ (15,048)	$ (16,637)
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted average shares of Class A common stock outstanding - basic (in shares)	163,067,859		158,229,171		161,794,290	158,171,056
Unvested RSAs and RSUs (in shares)	37,654,059
Weighted average shares of Class A common stock outstanding - diluted (in shares)	200,721,918		158,229,171		161,794,290	158,171,056
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share)	$ (0.02)		$ (0.03)		$ (0.09)	$ (0.11)
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share)	$ (0.02)		$ (0.03)		$ (0.09)	$ (0.11)

EARNINGS (LOSS) PER SHARE ATT_4

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) - Schedule of Antidilutive Shares (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	9,314,549	50,042,365	46,968,608	50,042,365
Unvested RSAs and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	8,839,703	10,113,893	8,839,703	10,113,893
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	37,654,059	39,928,472
Member Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	474,846		474,846

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Income Tax Examination [Line Items]
Income tax (benefit) expense	$ (1,724)	$ (2,933)	$ (1,769)	$ 1,605
Effective tax rate	28.40%	31.20%	8.50%	(8.40%)
Unrecognized tax benefits	$ 14,000		$ 14,000
Unrecognized tax benefits that would impact effective tax rate	$ 14,000		$ 14,000
Remaining percentage of tax benefits	15%		15%
Non-current liability recorded under tax receivable agreement	$ (392,700)		$ (392,700)
Impact to Equity due to change in TRA	1,600
Change in TRA liability	8,700
Change in deferred tax liability, TRA	7,100
Tax Receivable Agreement liability, current	$ 28,640		$ 28,640		$ 1,862

RELATED-PARTY TRANSACTIONS (Det

RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands				3 Months Ended		6 Months Ended
	Jun. 30, 2023	Mar. 03, 2023	Dec. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Consulting and Implementation Services | Affiliated Entity with Common Ownership
Related Party Transaction [Line Items]
Purchases from related parties	$ 100		$ 500
Costs and Expenses, Related Party				$ 2,600	$ 700	$ 7,400	$ 2,400
Reseller Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Term of related party agreement		10 years
Amount of transactions with related parties		$ 36,800
Costs and Expenses, Related Party				$ 4,000	$ 2,900	6,300	$ 5,400
Secondary offering | Affiliated Entity
Related Party Transaction [Line Items]
Costs and Expenses, Related Party						$ 1,400

EMPLOYEE BENEFIT PLANS (Details

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Retirement Benefits [Abstract]
Employer matching contributions	$ 2.7	$ 2.6	$ 5.4	$ 5.1

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	Jul. 31, 2023	Jul. 11, 2023	Jun. 30, 2023	Dec. 31, 2022	Aug. 01, 2018
Subsequent Event [Line Items]
Line of Credit Facility, Increase (Decrease), Net	$ 100,000
Aggregate principal amount	$ 840,100
Revolving Credit Facility | Line of Credit
Subsequent Event [Line Items]
Outstanding balance as a percentage of borrowing capacity			35%	35%	35%
Subsequent Event | SchoolMessenger
Subsequent Event [Line Items]
Consideration transferred		$ 300,000