PowerSchool (PWSC) 10-Q 9 Nov 23 2023 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Oct. 31, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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		201,940,559
Entity Central Index Key	0001835681
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 322,831	$ 137,471
Accounts receivable - net of allowance of $7,331 and $4,712, respectively	134,621	54,296
Prepaid expenses and other current assets	37,840	36,886
Total current assets	495,292	228,653
Property and equipment - net	4,823	6,173
Operating lease right-of-use assets	18,399	8,877
Capitalized Computer Software, Net	109,564
Goodwill	2,492,649	2,487,007
Intangible assets - net	657,824	722,147
Other assets	32,131	29,677
Total assets	3,810,682	3,583,395
Current Liabilities:
Accounts payable	9,019	5,878
Accrued expenses	102,464	84,270
Operating lease liabilities, current	4,271	5,263
Deferred revenue, current	407,956	310,536
Revolving credit facility	10,000	0
Current portion of long-term debt	8,797	7,750
Total current liabilities	542,507	413,697
Noncurrent Liabilities:
Other liabilities	2,152	2,099
Operating lease liabilities - net of current	16,390	8,053
Deferred taxes	268,171	281,314
Tax Receivable Agreement liability	392,671	410,361
Deferred revenue - net of current	5,680	5,303
Long-term debt, net	822,744	728,624
Total liabilities	2,050,315	1,849,451
Commitments and contingencies (Note 12)
Stockholders' Equity:
Additional paid-in capital	1,508,256	1,438,019
Accumulated other comprehensive loss	(2,186)	(2,122)
Accumulated deficit	(202,771)	(187,250)
Total stockholders' equity attributable to PowerSchool Holdings, Inc.	1,303,319	1,248,667
Non-controlling interest	457,048	485,277
Total stockholders' equity	1,760,367	1,733,944
Total liabilities and stockholders' equity	3,810,682	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	Sep. 30, 2023	Dec. 31, 2022
Accounts receivable, allowance for credit losses	$ 7,331	$ 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)	164,207,976	159,596,001
Common stock, shares outstanding (in shares)	164,207,976	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		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue:
Total revenue	$ 182,164	$ 162,434	$ 515,515	$ 469,617
Cost of revenue:
Depreciation and amortization	16,507	14,839	48,637	43,069
Total cost of revenue	71,850	69,787	210,368	205,747
Gross profit	110,314	92,647	305,147	263,870
Operating expenses:
Research and development	26,751	27,821	78,035	80,528
Selling, general, and administrative	53,606	45,530	156,293	133,117
Acquisition costs	2,461	11	2,461	2,630
Depreciation and amortization	15,835	15,955	47,370	48,050
Total operating expenses	98,653	89,317	284,159	264,325
Income (loss) from operations	11,661	3,330	20,988	(455)
Interest expense - net	16,409	11,158	46,539	26,923
Other expenses (income) - net	33	(3,100)	107	(3,677)
Loss before income taxes	(4,781)	(4,728)	(25,658)	(23,701)
Income tax (benefit) expense	(3,475)	(811)	(5,244)	794
Net loss	(1,306)	(3,917)	(20,414)	(24,495)
Less: Net loss attributable to non-controlling interest	(833)	(1,389)	(4,893)	(5,330)
Net loss attributable to PowerSchool Holdings, Inc.	$ (473)	$ (2,528)	$ (15,521)	$ (19,165)
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share)	$ 0	$ (0.02)	$ (0.10)	$ (0.12)
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share)	$ 0	$ (0.02)	$ (0.10)	$ (0.12)
Weighted average shares of Class A common stock outstanding - basic (in shares)	163,785,972	158,812,536	162,465,480	158,387,266
Weighted average shares of Class A common stock outstanding - diluted (in shares)	165,666,867	158,812,536	162,465,480	158,387,266
Change in unrealized gain on investments	$ (174)	$ (741)	$ (66)	$ (1,744)
Total other comprehensive income (loss)	(174)	(741)	(63)	(1,744)
Less: comprehensive income (loss) attributable to non-controlling interest	(33)	(149)	(12)	(350)
Comprehensive loss attributable to PowerSchool Holdings, Inc.	(614)	(3,120)	(15,572)	(20,559)
Unrealized Gain (Loss) on Investments	0	0	3	0
Net Income (Loss) Available to Common Stockholders, Basic	(473)	(2,528)	(15,521)	(19,165)
Net Income (Loss) Available to Common Stockholders, Diluted	(481)	(2,528)	(15,521)	(19,165)
Subscriptions and support
Revenue:
Total revenue	148,990	137,095	436,566	401,870
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	36,595	39,009	111,570	114,303
Service
Revenue:
Total revenue	20,722	19,933	57,152	55,114
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	14,140	14,852	43,586	45,585
License and other
Revenue:
Total revenue	12,452	5,406	21,797	12,633
Cost of revenue:
Cost of revenue, excluding depreciation and amortization	$ 4,608	$ 1,087	$ 6,575	$ 2,790

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’/ MEMBERS’ EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Class A common stock	Class B common stock	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					158,034,000	39,928,000
Stockholders' equity, beginning balance at Dec. 31, 2021	$ 1,722,958	$ (1,437)			$ 16	$ 4	$ 1,399,967	$ (216)	$ (165,026)	$ (1,437)	$ 488,213
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon vesting of Restricted Stock Awards (in shares)					116,000
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					158,150,000	39,928,000
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					158,034,000	39,928,000
Stockholders' equity, beginning balance at Dec. 31, 2021	1,722,958	$ (1,437)			$ 16	$ 4	1,399,967	(216)	(165,026)	$ (1,437)	488,213
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(24,495)
Stockholders' equity, ending balance (in shares) at Sep. 30, 2022					159,365,000	39,928,000
Stockholders' equity, ending balance at Sep. 30, 2022	1,727,663				$ 16	$ 4	1,429,664	(1,960)	(185,629)		485,568
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2022					158,150,000	39,928,000
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)					116,000
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					158,266,000	39,928,000
Stockholders' equity, ending balance at Jun. 30, 2022	1,727,003				$ 16	$ 4	1,422,401	(1,219)	(183,101)		488,902
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon vesting of Restricted Stock Awards (in shares)					1,099,000
Management incentive unit and share-based compensation	13,300						13,300
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	(8,825)						8,825
Foreign currency translation	(741)							(741)
Allocation of equity to noncontrolling interests							1,945				(1,945)
Adjustments to deferred taxes and Tax Receivable Agreement liability related to secondary offering	843						843
Net loss	(3,917)								(2,528)		(1,389)
Stockholders' equity, ending balance (in shares) at Sep. 30, 2022					159,365,000	39,928,000
Stockholders' equity, ending balance at Sep. 30, 2022	1,727,663				$ 16	$ 4	1,429,664	(1,960)	(185,629)		485,568
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2022					159,596,000	39,928,000
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)					1,000,000
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					162,870,000	37,654,000
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					159,596,000	39,928,000
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	(20,414)
Stockholders' equity, ending balance (in shares) at Sep. 30, 2023					164,207,000	37,654,000
Stockholders' equity, ending balance at Sep. 30, 2023	1,760,367				$ 16	$ 4	1,508,256	(2,186)	(202,771)		457,048
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2023					162,870,000	37,654,000
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)					586,000
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					163,456,000	37,654,000
Stockholders' equity, ending balance at Jun. 30, 2023					$ 16	$ 4	1,493,586				456,734
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon vesting of Restricted Stock Awards (in shares)					751,000
Management incentive unit and share-based compensation	15,539						15,539
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	(113)						113
Foreign currency translation	(174)							(174)
Allocation of equity to noncontrolling interests	0						(1,147)				1,147
Adjustments to deferred taxes and Tax Receivable Agreement liability related to secondary offering	391						391
Net loss	(1,306)								(473)		(833)
Stockholders' equity, ending balance (in shares) at Sep. 30, 2023					164,207,000	37,654,000
Stockholders' equity, ending balance at Sep. 30, 2023	$ 1,760,367				$ 16	$ 4	$ 1,508,256	$ (2,186)	$ (202,771)		$ 457,048

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (20,414)	$ (24,495)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	96,007	91,119
Share-based compensation	46,904	38,100
Operating Lease, Right-of-Use Asset, Amortization Expense	(2,610)	(1,189)
Fair value adjustments	(273)	(5,586)
Amortization of Debt Issuance Costs	2,745	2,656
Prepaid expenses and other current assets	2,706	(329)
Gain (Loss) on Termination of Lease	(454)	0
Gain (Loss) on Disposition of Property Plant Equipment	(52)
Changes in operating assets and liabilities — net of effects of acquisitions:
Accounts receivables	(82,468)	(52,651)
Prepaid expenses and other current assets	(905)	1,635
Other assets	(2,896)	(1,526)
Accounts payable	2,986	(5,621)
Accrued expenses	(6,101)	(521)
Other liabilities	(4,162)	(5,948)
Deferred taxes	(6,548)	(507)
Increase (Decrease) in Tax Receivable Agreement Liability	(676)	(2,342)
Deferred revenue	97,186	65,312
Net cash provided by operating activities	127,651	106,782
Cash flows from investing activities:
Purchases of property and equipment	(1,331)	(2,844)
Proceeds from Sale of Property, Plant, and Equipment	23
Investment in capitalized product development costs	(28,714)	(33,285)
Payments to Acquire Software	(259)
Acquisitions—net of cash acquired	(9,753)	(31,155)
Payment	(3,528)	(1,392)
Net cash used in investing activities	(43,562)	(68,676)
Cash flows from financing activities:
Payment, Tax Withholding, Share-based Payment Arrangement	(1,538)	(8,824)
Proceeds from Revolving Credit Agreement	20,000	70,000
Payments of deferred offering costs	99,256	0
Payment of debt issuance costs	(309)	0
Payments of deferred offering costs	0	(295)
Net cash provided by (used in) financing activities	101,335	(14,932)
Effect of foreign exchange rate changes on cash	(75)	(782)
Net decrease in cash, cash equivalents, and restricted cash	185,349	22,392
Cash, cash equivalents, and restricted cash—Beginning of period	137,982	86,991
Cash, cash equivalents, and restricted cash—End of period	323,331	109,383
Supplemental disclosures of cash flow information:
Cash paid for interest	43,522	24,700
Cash paid for income taxes	2,330	1,586
Supplemental disclosures of noncash investing and financing activities:
Property and equipment additions in accounts payable and accrued liabilities	48	326
Capitalized interest related to investment in capitalized product development costs	1,296	497
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	322,831	108,873
Restricted cash, included in other current assets	500	510
Total cash, cash equivalents, and restricted cash	323,331	109,383
First Lien Debt
Cash flows from financing activities:
Repayments of lines of credit	(6,074)	(5,813)
Revolving Credit
Cash flows from financing activities:
Repayments of lines of credit	$ (10,000)	$ (70,000)

BUSINESS

BUSINESS	9 Months Ended
	Sep. 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.

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
BUSINESS COMBINATIONS	BUSINESS COMBINATIONS We completed one acquisition during the nine months ended September 30, 2023 and 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 2023 Acquisitions Jarulss Software Solutions Private Limited (“Neverskip”) On August 9, 2023, the Company acquired all of the equity interests of Neverskip. Neverskip is a leading provider of school solutions software in India. The purpose of the acquisition was to enhance and expand PowerSchool’s product offering. The total purchase price for Neverskip was $10.0 million, which was paid in cash. Transaction costs of $0.7 million are recorded in acquisition costs in the consolidated statements of operations and comprehensive loss. The Company has accounted for this acquisition as a business combination and recognized provisional intangible assets and net tangible liabilities of $6.5 million and $2.2 million, respectively. The Company recorded provisional goodwill of $5.6 million arising from the acquisition, none of which is expected to be deductible for U.S. income tax purposes. The goodwill is a result of the growth expected from continuing to create a comprehensive education technology portfolio. 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 from continuing to create 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 from continuing to create 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 from continuing to create a comprehensive education technology portfolio.

REVENUE

REVENUE	9 Months Ended
	Sep. 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 Nine Months Ended 2023 2022 2023 2022 SaaS $ 118,931 $ 109,526 $ 351,183 $ 319,742 Professional services 20,722 19,933 57,152 55,114 Software maintenance 30,059 27,569 85,383 82,128 License and other 12,452 5,406 21,797 12,633 Total revenue $ 182,164 $ 162,434 $ 515,515 $ 469,617 Revenue recognized for the three and nine month periods ended September 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 Nine Months Ended 2023 2022 2023 2022 United States $ 169,728 $ 150,626 $ 481,114 $ 434,194 Canada 9,099 9,260 25,753 27,243 Other 3,337 2,548 8,648 8,180 Total revenue $ 182,164 $ 162,434 $ 515,515 $ 469,617 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): September 30, 2023 December 31, 2022 Balance at beginning of period $ 315,839 $ 301,157 Decrease from revenue recognized (292,575) (289,328) Increase from acquisitions 308 1,586 Increase from current period net deferred revenue additions 390,064 302,424 Balance at end of period $ 413,636 $ 315,839 As of September 30, 2023, the Company expects to recognize revenue on approximately 98.6% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. The estimated revenues from the remaining performance obligations do not include uncommitted contract amounts such as (i) amounts that are cancellable by the customer without significant penalty, (ii) future billings for time and material contracts, and (iii) amounts associated with optional renewal periods. Contract Cost Assets Contract cost assets are included in prepaid expenses and other current assets and other assets, respectively, on the consolidated balance sheets as follows (in thousands): September 30, 2023 December 31, 2022 Contract costs, current $ 7,122 $ 6,103 Contract costs, noncurrent 26,838 23,843 Total contract costs $ 33,960 $ 29,946 Amortization expense for contract cost assets was $1.7 million and $4.7 million for the three and nine months ended September 30, 2023, respectively, and $1.3 million and $3.4 million as of the three and nine months ended September 30, 2022, respectively. There was no impairment of contract cost assets during the periods presented.

PROPERTY AND EQUIPMENT_NET

PROPERTY AND EQUIPMENT—NET	9 Months Ended
	Sep. 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): September 30, 2023 December 31, 2022 Computer and software $ 16,240 $ 16,272 Furniture and fixtures 1,551 1,563 Leasehold improvements 2,384 2,377 Property and equipment 20,175 20,212 Less: accumulated depreciation (15,352) (14,039) Property and equipment—net $ 4,823 $ 6,173

GOODWILL

GOODWILL	9 Months Ended
	Sep. 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 Additions due to acquisitions 5,650 Other adjustments (8) Balance—September 30, 2023 $ 2,492,649

OTHER INTANGIBLE ASSETS_NET

OTHER INTANGIBLE ASSETS—NET	9 Months Ended
	Sep. 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): September 30, 2023 Weighted- Average Useful Life December 31, 2022 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 295,366 8 years $ 293,599 8 years Customer relationships 747,349 14 years 742,600 14 years Trademarks 53,474 9 years 53,474 9 years Other 259 3 years — — $ 1,096,448 $ 1,089,673 Accumulated Amortization Developed technology $ (160,412) $ (134,691) Customer relationships (251,551) (210,120) Trademarks (26,596) (22,715) Other (65) — $ (438,624) $ (367,526) Intangible Assets—Net Developed technology $ 134,954 $ 158,908 Customer relationships 495,798 532,480 Trademarks 26,878 30,759 Other 194 — $ 657,824 $ 722,147 Amortization of developed technology is recorded in cost of revenue, while the amortization of trademarks, customer relationships and other intangibles is included in operating expense on the Company’s consolidated statements of operations and comprehensive loss. The following table summarizes the classification of amortization expense of intangible assets (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of revenue $ 8,574 $ 8,571 $ 25,721 $ 25,416 Operating expense 15,168 15,104 45,377 45,138 Total amortization of acquired intangible assets $ 23,742 $ 23,675 $ 71,098 $ 70,554 The estimated future amortization of intangible assets as of September 30, 2023, is as follows (in thousands): Year Ending December 31, 2023 (remaining three months) $ 24,001 2024 95,365 2025 95,176 2026 84,022 2027 67,740 Thereafter 291,520 Total $ 657,824

ACCRUED EXPENSES

ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
ACCRUED EXPENSES	ACCRUED EXPENSES The following table presents the detail of accrued expenses (in thousands): September 30, 2023 December 31, 2022 Accrued compensation $ 33,338 $ 38,966 Accrued interest 12,086 9,094 Accrued taxes 2,377 2,130 Tax Receivable Agreement liability, current 28,947 1,862 Other accrued expenses 25,716 32,218 Total accrued expenses $ 102,464 $ 84,270
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring	Included within other accrued expenses was the contingent consideration liability related to the acquisition of Chalk. The fair value of the contingent consideration was 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 was estimated quarterly and was based on unobservable inputs, including management estimates and assumptions about achieving future revenues and the Company's share price, and was, therefore, classified as Level 3 in the fair value hierarchy. The outstanding balance of the contingent consideration was 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 (273) Payment (3,528) Balance—September 30, 2023 $ —

LONG-TERM DEBT AND REVOLVING CR

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT	9 Months Ended
	Sep. 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. On July 31, 2023, the Company entered into an incremental facility to the First Lien to borrow an additional $100.0 million aggregate principal amount of incremental term loans, increasing the principal balance outstanding under the First Lien to $840.1 million as of the date of the amendment. Debt issuance costs of $0.8 million were recorded as a reduction to the face amount. As of September 30, 2023, t he First Lien was repayable in quarterly payments of $2.2 million through July 31, 2025, with all remaining outstanding principal due on July 31, 2025. As of September 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 was initially 3.25% per annum with a 0.25% step down based on the First Lien Net Leverage Ratio. The interest rate for the First Lien as of September 30, 2023 and December 31, 2022 was 8.37% 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. As of September 30, 2023, the Revolving Credit Agreement matured on May 2, 2025. The interest rate of the Revolving Credit Agreement is equal to SOFR, plus the applicable margin. The applicable margin was 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 nine months ended September 30, 2023, the Company borrowed $20.0 million on the Revolving Credit Agreement. The outstanding balance on the facility as of September 30, 2023 was $10.0 million and 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 September 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): September 30, 2023 December 31, 2022 Total outstanding principal—First Lien $ 837,926 $ 744,000 Less: current portion of long-term debt (8,797) (7,750) Less: unamortized debt discount (957) (715) Less: unamortized debt issuance costs (5,428) (6,911) Total long-term debt—net $ 822,744 $ 728,624 Maturities on long-term debt outstanding as of September 30, 2023 are as follows (in thousands): Year Ending December 31, 2023 (remaining three months) $ 2,199 2024 8,797 2025 826,930 Total $ 837,926

LEASES

LEASES	9 Months Ended
	Sep. 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 2033. The Company is also responsible for certain real estate taxes, utilities, and maintenance costs related to its office facilities. Rent expense was $1.1 million and $3.1 million for the three and nine months ended September 30, 2023, respectively, and $1.1 million and $4.3 million for the three and nine months ended September 30, 2022, respectively. In August 2023, the Company entered into an operating lease agreement for an office in Bangalore, India. The lease requires future minimum undiscounted payments of approximately $18.0 million over the ten year lease term. The lease includes a rent abatement period of six months, from August 2023 through January of 2024, during which the Company is exempt from paying the base rent. As a result, a lease liability of approximately $12.2 million and corresponding right-of-use asset of approximately $12.3 million were recorded. Lease costs for the three and nine months ended September 30, 2023 and 2022 are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating lease cost $ 1,151 $ 1,138 $ 3,048 $ 12,291 Short-term lease cost 3 49 23 149 Variable lease cost and other, net 309 346 882 1,006 Total lease cost $ 1,463 $ 1,533 $ 3,953 $ 13,446 Supplemental cash flow information related to leases as of September 30, 2023 and 2022 is as follows (in thousands): Nine Months Ended 2023 2022 Cash paid for operating leases $ 4,498 $ 7,136 ROU assets obtained in exchange for new lease liabilities 12,298 5,484 Future minimum lease payments under non-cancelable operating lease agreements as of September 30, 2023 are as follows (in thousands): Year Ending December 31, 2023 (remaining three months) $ 1,196 2024 5,622 2025 3,287 2026 2,701 2027 2,562 Thereafter 11,506 Total undiscounted cash flows $ 26,874 Less imputed interest 6,214 Present value of lease liabilities $ 20,660 Weighted average remaining term (years) 6.9 Weighted average discount rate 6.4 %

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 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 September 30, 2023, the remaining aggregate minimum purchase commitment under these arrangements was approximately $221.3 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 $2.6 million and $2.2 million as of September 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 incorporation, bylaws, and applicable Delaware law. Legal Proceedings From time to time, the Company is involved in disputes, litigation, and other legal actions. On a quarterly basis, the Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, if any, or result in the Company accruing a liability, and the matters and related ranges of possible losses disclosed, and makes adjustments and changes to our disclosures as appropriate. Significant judgment is required to determine both (i) the likelihood of loss and (ii) the estimated amount of such loss related to such legal matters. Until the final resolution of such legal matters, there may be an exposure to loss, and such amounts could be material. For legal proceedings for which there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable), the Company has determined it does not have material exposure on an aggregate basis at this time.

STOCKHOLDERS_ EQUITY AND NON-CO

STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST	9 Months Ended
	Sep. 30, 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 September 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 nine months ended September 30, 2023 and 2022 was 18.7% and 20.1%, respectively.

EARNINGS (LOSS) PER SHARE ATTRI

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS)	9 Months Ended
	Sep. 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 Nine Months Ended 2023 2022 2023 2022 Basic net income (loss) per share: Numerator: Net Loss $ (1,306) $ (3,917) $ (20,414) $ (24,495) Less: net loss attributable to non-controlling interest (833) (1,389) (4,893) (5,330) Net loss attributable to PowerSchool Holdings, Inc., basic $ (473) $ (2,528) $ (15,521) $ (19,165) Denominator: Weighted average shares of Class A common stock, basic 163,785,972 158,812,536 162,465,480 158,387,266 Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, basic $ 0.00 $ (0.02) $ (0.10) $ (0.12) Diluted net income (loss) per share: Numerator: Net loss attributable to PowerSchool Holdings, Inc., basic $ (473) $ (2,528) $ (15,521) $ (19,165) Adjustment from RSUs and RSAs (6) — — — Adjustment from MSUs (2) — — — Net loss attributable to PowerSchool Holdings, Inc., diluted $ (481) $ (2,528) $ (15,521) $ (19,165) Denominator: Weighted average shares of Class A common stock, basic 163,785,972 158,812,536 162,465,480 158,387,266 Dilutive impact of RSUs and RSAs 1,346,717 — — — Dilutive impact of MSUs 534,178 — — — Weighted average shares of Class A common stock, diluted 165,666,867 158,812,536 162,465,480 158,387,266 Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, diluted $ 0.00 $ (0.02) $ (0.10) $ (0.12) 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 nine months ended September 30, 2023 and 2022 because they were antidilutive, but could potentially dilute earnings (loss) per share in the future: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Unvested RSAs and RSUs — 8,151,595 7,707,518 8,151,595 LLC Units 37,654,059 39,928,472 37,654,059 39,928,472 Unvested MSUs — — 474,846 — Total excluded from diluted EPS calculation 37,654,059 48,080,067 45,836,423 48,080,067

RELATED-PARTY TRANSACTIONS

RELATED-PARTY TRANSACTIONS	9 Months Ended
	Sep. 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 insignificant 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 insignificant for all periods presented. The Company also purchased services from entities that share common ownership with Vista and Onex. The cost was $4.8 million and $12.2 million for all other services purchased from entities with common ownership for the three and nine months ended September 30, 2023, respectively, and $0.8 million and $3.2 million for the three and nine months ended September 30, 2022, respectively. Substantially all of the expenses related to services provided by entities that share common ownership with Vista and Onex 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 insignificant as of September 30, 2023 and $0.5 million as of December 31, 2022, 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 entities with common ownership 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 $4.1 million and $10.4 million in selling, general, and administrative expense and, to a lesser extent, cost of revenue, for fees owed to EAB under the Agreement for the three and nine months ended September 30, 2023, respectively, and $3.5 million and $8.8 million for the three and nine months ended September 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	9 Months Ended
	Sep. 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 $8.0 million for the three and nine months ended September 30, 2023, respectively, and $2.6 million and $7.6 million for the three and nine months ended September 30, 2022, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	The Company has evaluated subsequent events from the consolidated balance sheets date through November 9, 2023, the date at which the condensed consolidated financial statements were available to be issued. In July 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. The acquisition closed on October 3, 2023 and the Company is in the process of completing the purchase price allocation. On October 12, 2023, the Company entered into an amendment to refinance the First Lien and Revolving Credit Agreement. The amendment, among other things, extended the maturity date on the First Lien from July 31, 2025 to August 1, 2027, extended the maturity date of the Revolving Credit Agreement from May 2, 2025 to May 2, 2027, and increased the borrowing capacity on the Revolving Credit agreement from $289.0 million to $400.0 million.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net income (loss)	$ (473)	$ (2,528)	$ (15,521)	$ (19,165)

Insider Trading Arrangements

Insider Trading Arrangements	Sep. 26, 2023	Aug. 10, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted		true
Rule 10b5-1 Arrangement Terminated	true

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation		The accompanying interim condensed consolidated balance sheet as of September 30, 2023, the interim condensed consolidated statements of operations and comprehensive loss and stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 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 September 30, 2023, the results of operations for the three and nine months ended September 30, 2023 and 2022 and cash flows for the nine months ended September 30, 2023 and 2022. These adjustments consist of normal and recurring items. The results of operations for the nine months ended September 30, 2023 and cash flows for the nine months ended September 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)	9 Months Ended
	Sep. 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 Nine Months Ended 2023 2022 2023 2022 SaaS $ 118,931 $ 109,526 $ 351,183 $ 319,742 Professional services 20,722 19,933 57,152 55,114 Software maintenance 30,059 27,569 85,383 82,128 License and other 12,452 5,406 21,797 12,633 Total revenue $ 182,164 $ 162,434 $ 515,515 $ 469,617
Revenue by Geographical Area	Revenue by principal geographic areas based on where the customer is located was as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 United States $ 169,728 $ 150,626 $ 481,114 $ 434,194 Canada 9,099 9,260 25,753 27,243 Other 3,337 2,548 8,648 8,180 Total revenue $ 182,164 $ 162,434 $ 515,515 $ 469,617
Schedules of Deferred Revenue	The changes in the deferred revenue balance were as follows (in thousands): September 30, 2023 December 31, 2022 Balance at beginning of period $ 315,839 $ 301,157 Decrease from revenue recognized (292,575) (289,328) Increase from acquisitions 308 1,586 Increase from current period net deferred revenue additions 390,064 302,424 Balance at end of period $ 413,636 $ 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): September 30, 2023 December 31, 2022 Contract costs, current $ 7,122 $ 6,103 Contract costs, noncurrent 26,838 23,843 Total contract costs $ 33,960 $ 29,946

PROPERTY AND EQUIPMENT_NET (Tab

PROPERTY AND EQUIPMENT—NET (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment by Category	Property and equipment by category are as follows (in thousands): September 30, 2023 December 31, 2022 Computer and software $ 16,240 $ 16,272 Furniture and fixtures 1,551 1,563 Leasehold improvements 2,384 2,377 Property and equipment 20,175 20,212 Less: accumulated depreciation (15,352) (14,039) Property and equipment—net $ 4,823 $ 6,173

CAPITALIZED PRODUCT DEVELOPMENT

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Tables)	9 Months Ended
	Sep. 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): September 30, 2023 Weighted- Average Useful Life December 31, 2022 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 295,366 8 years $ 293,599 8 years Customer relationships 747,349 14 years 742,600 14 years Trademarks 53,474 9 years 53,474 9 years Other 259 3 years — — $ 1,096,448 $ 1,089,673 Accumulated Amortization Developed technology $ (160,412) $ (134,691) Customer relationships (251,551) (210,120) Trademarks (26,596) (22,715) Other (65) — $ (438,624) $ (367,526) Intangible Assets—Net Developed technology $ 134,954 $ 158,908 Customer relationships 495,798 532,480 Trademarks 26,878 30,759 Other 194 — $ 657,824 $ 722,147

GOODWILL (Tables)

GOODWILL (Tables)	9 Months Ended
	Sep. 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 Additions due to acquisitions 5,650 Other adjustments (8) Balance—September 30, 2023 $ 2,492,649

OTHER INTANGIBLE ASSETS_NET (Ta

OTHER INTANGIBLE ASSETS—NET (Tables)	9 Months Ended
	Sep. 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): September 30, 2023 Weighted- Average Useful Life December 31, 2022 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 295,366 8 years $ 293,599 8 years Customer relationships 747,349 14 years 742,600 14 years Trademarks 53,474 9 years 53,474 9 years Other 259 3 years — — $ 1,096,448 $ 1,089,673 Accumulated Amortization Developed technology $ (160,412) $ (134,691) Customer relationships (251,551) (210,120) Trademarks (26,596) (22,715) Other (65) — $ (438,624) $ (367,526) Intangible Assets—Net Developed technology $ 134,954 $ 158,908 Customer relationships 495,798 532,480 Trademarks 26,878 30,759 Other 194 — $ 657,824 $ 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 Nine Months Ended 2023 2022 2023 2022 Cost of revenue $ 8,574 $ 8,571 $ 25,721 $ 25,416 Operating expense 15,168 15,104 45,377 45,138 Total amortization of acquired intangible assets $ 23,742 $ 23,675 $ 71,098 $ 70,554
Schedule of Estimated Future Amortization of Intangible Assets	The estimated future amortization of intangible assets as of September 30, 2023, is as follows (in thousands): Year Ending December 31, 2023 (remaining three months) $ 24,001 2024 95,365 2025 95,176 2026 84,022 2027 67,740 Thereafter 291,520 Total $ 657,824

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	The following table presents the detail of accrued expenses (in thousands): September 30, 2023 December 31, 2022 Accrued compensation $ 33,338 $ 38,966 Accrued interest 12,086 9,094 Accrued taxes 2,377 2,130 Tax Receivable Agreement liability, current 28,947 1,862 Other accrued expenses 25,716 32,218 Total accrued expenses $ 102,464 $ 84,270

LONG-TERM DEBT AND REVOLVING _2

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Outstanding Long-Term Debt	The following table presents the outstanding long-term debt (in thousands): September 30, 2023 December 31, 2022 Total outstanding principal—First Lien $ 837,926 $ 744,000 Less: current portion of long-term debt (8,797) (7,750) Less: unamortized debt discount (957) (715) Less: unamortized debt issuance costs (5,428) (6,911) Total long-term debt—net $ 822,744 $ 728,624
Schedule of Maturities of Long-Term Debt	Maturities on long-term debt outstanding as of September 30, 2023 are as follows (in thousands): Year Ending December 31, 2023 (remaining three months) $ 2,199 2024 8,797 2025 826,930 Total $ 837,926

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 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 2033. The Company is also responsible for certain real estate taxes, utilities, and maintenance costs related to its office facilities. Rent expense was $1.1 million and $3.1 million for the three and nine months ended September 30, 2023, respectively, and $1.1 million and $4.3 million for the three and nine months ended September 30, 2022, respectively. In August 2023, the Company entered into an operating lease agreement for an office in Bangalore, India. The lease requires future minimum undiscounted payments of approximately $18.0 million over the ten year lease term. The lease includes a rent abatement period of six months, from August 2023 through January of 2024, during which the Company is exempt from paying the base rent. As a result, a lease liability of approximately $12.2 million and corresponding right-of-use asset of approximately $12.3 million were recorded. Lease costs for the three and nine months ended September 30, 2023 and 2022 are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating lease cost $ 1,151 $ 1,138 $ 3,048 $ 12,291 Short-term lease cost 3 49 23 149 Variable lease cost and other, net 309 346 882 1,006 Total lease cost $ 1,463 $ 1,533 $ 3,953 $ 13,446 Supplemental cash flow information related to leases as of September 30, 2023 and 2022 is as follows (in thousands): Nine Months Ended 2023 2022 Cash paid for operating leases $ 4,498 $ 7,136 ROU assets obtained in exchange for new lease liabilities 12,298 5,484
Schedule of Future Minimum Lease Payments, Post Adoption	Future minimum lease payments under non-cancelable operating lease agreements as of September 30, 2023 are as follows (in thousands): Year Ending December 31, 2023 (remaining three months) $ 1,196 2024 5,622 2025 3,287 2026 2,701 2027 2,562 Thereafter 11,506 Total undiscounted cash flows $ 26,874 Less imputed interest 6,214 Present value of lease liabilities $ 20,660 Weighted average remaining term (years) 6.9 Weighted average discount rate 6.4 %
Schedule of Future Minimum Lease Payments, Prior to Adoption

SHARE-BASED COMPENSATION (Table

SHARE-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of RSU and RSA Activity	RSU and RSA activity for the nine months ended September 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 3,120,570 $ 19.47 — — Vested (2,377,011) $ 20.20 (29,085) $ 8.63 Canceled (941,891) $ 19.32 — — Balance—September 30, 2023 7,682,087 $ 20.34 25,431 $ 8.19
Schedule of Share-based Compensation Expense	The following table presents the classification of share-based compensation in the accompanying condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenue Subscriptions and support $ 1,556 $ 1,352 $ 4,567 $ 3,629 Service 817 557 2,547 2,803 Research and development 3,959 3,462 12,224 9,890 Selling, general, and administrative 8,528 7,119 27,565 21,778 Total stock-based compensation $ 14,860 $ 12,490 $ 46,903 $ 38,100 Share-based compensation capitalized as product development costs was $0.7 million and $2.2 million for the three and nine months ended September 30, 2023, respectively, and $0.8 million and $2.3 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023, the total future compensation cost related to unvested share awards is $154.3 million, which is expected to be recognized over a weighted-average period of 2.6 years.

EARNINGS (LOSS) PER SHARE ATT_2

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of Earnings (Loss) per Share	Three Months Ended Nine Months Ended 2023 2022 2023 2022 Basic net income (loss) per share: Numerator: Net Loss $ (1,306) $ (3,917) $ (20,414) $ (24,495) Less: net loss attributable to non-controlling interest (833) (1,389) (4,893) (5,330) Net loss attributable to PowerSchool Holdings, Inc., basic $ (473) $ (2,528) $ (15,521) $ (19,165) Denominator: Weighted average shares of Class A common stock, basic 163,785,972 158,812,536 162,465,480 158,387,266 Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, basic $ 0.00 $ (0.02) $ (0.10) $ (0.12) Diluted net income (loss) per share: Numerator: Net loss attributable to PowerSchool Holdings, Inc., basic $ (473) $ (2,528) $ (15,521) $ (19,165) Adjustment from RSUs and RSAs (6) — — — Adjustment from MSUs (2) — — — Net loss attributable to PowerSchool Holdings, Inc., diluted $ (481) $ (2,528) $ (15,521) $ (19,165) Denominator: Weighted average shares of Class A common stock, basic 163,785,972 158,812,536 162,465,480 158,387,266 Dilutive impact of RSUs and RSAs 1,346,717 — — — Dilutive impact of MSUs 534,178 — — — Weighted average shares of Class A common stock, diluted 165,666,867 158,812,536 162,465,480 158,387,266 Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, diluted $ 0.00 $ (0.02) $ (0.10) $ (0.12)
Schedule of Antidilutive Shares	In addition, the following securities were not included in the computation of diluted shares outstanding for the three and nine months ended September 30, 2023 and 2022 because they were antidilutive, but could potentially dilute earnings (loss) per share in the future: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Unvested RSAs and RSUs — 8,151,595 7,707,518 8,151,595 LLC Units 37,654,059 39,928,472 37,654,059 39,928,472 Unvested MSUs — — 474,846 — Total excluded from diluted EPS calculation 37,654,059 48,080,067 45,836,423 48,080,067

BUSINESS (Details)

BUSINESS (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Jul. 30, 2021	Sep. 30, 2023	Sep. 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	Sep. 30, 2023	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets	$ 18,399	$ 8,877
Operating lease liability	20,660
Decrease in accumulated deficit	$ (1,303,319)	$ (1,248,667)

BUSINESS COMBINATIONS - Narrati

BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands					3 Months Ended		9 Months Ended
	Aug. 09, 2023	Jun. 01, 2022	May 02, 2022	Feb. 01, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Acquisition costs					$ 2,461	$ 11	$ 2,461	$ 2,630
Goodwill					2,492,649		2,492,649		$ 2,487,007
Intangible assets		$ 2,300	$ 3,600
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Assets	$ (2,200)	200	(200)
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
Intangible assets	6,500			4,500
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Assets				$ 200
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
Neverskip
Business Acquisition [Line Items]
Consideration transferred	10,000
Acquisition costs	700
Goodwill	$ 5,600

BUSINESS COMBINATIONS - Assets

BUSINESS COMBINATIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Feb. 01, 2022	Sep. 30, 2023	Aug. 09, 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			$ (2,200)		$ 200	$ (200)
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets					2,300	$ 3,600
Goodwill		$ 2,492,649		$ 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		$ 6,500
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		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 182,164	$ 162,434	$ 515,515	$ 469,617
United States
Disaggregation of Revenue [Line Items]
Total revenue	169,728	150,626	481,114	434,194
Canada
Disaggregation of Revenue [Line Items]
Total revenue	9,099	9,260	25,753	27,243
Other
Disaggregation of Revenue [Line Items]
Total revenue	3,337	2,548	8,648	8,180
SaaS
Disaggregation of Revenue [Line Items]
Total revenue	118,931	109,526	351,183	319,742
Professional services
Disaggregation of Revenue [Line Items]
Total revenue	20,722	19,933	57,152	55,114
Software maintenance
Disaggregation of Revenue [Line Items]
Total revenue	30,059	27,569	85,383	82,128
License and other
Disaggregation of Revenue [Line Items]
Total revenue	$ 12,452	$ 5,406	$ 21,797	$ 12,633

REVENUE - Changes in Deferred R

REVENUE - Changes in Deferred Revenues (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2021
Contract with Customer, Liability [Roll Forward]
Balance at beginning of period	$ 315,839
Decrease from revenue recognized	(292,575)	$ (289,328)
Increase from acquisitions	308	1,586
Increase from current period net deferred revenue additions	390,064	302,424
Balance at end of period	$ 413,636	$ 301,157

REVENUE - Performance Obligatio

REVENUE - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01	Sep. 30, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Percentage of remaining performance obligations expected to be recognized	98.60%
Performance obligations expected to be recognized, expected timing	12 months

REVENUE - Contract Cost Assets

REVENUE - Contract Cost Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract costs, current	$ 7,122		$ 7,122		$ 6,103
Contract costs, noncurrent	26,838		26,838		23,843
Total contract costs	33,960		33,960		$ 29,946
Amortization expense for contract costs	$ 1,700	$ 1,300	$ 4,700	$ 3,400

ACCOUNTS RECEIVABLE - Schedule

ACCOUNTS RECEIVABLE - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Receivables [Abstract]
Accounts Receivable, Allowance for Credit Loss, Current	$ (7,331)	$ (4,712)
Accounts Receivable, after Allowance for Credit Loss, Current, Total	$ 134,621	$ 54,296

ACCOUNTS RECEIVABLE - Schedul_2

ACCOUNTS RECEIVABLE - Schedule of Allowance for Credit Loss (Details) $ in Thousands	Sep. 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	$ 7,331

PROPERTY AND EQUIPMENT_NET (Det

PROPERTY AND EQUIPMENT—NET (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 20,175		$ 20,175		$ 20,212
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(15,352)		(15,352)		(14,039)
Property, Plant and Equipment, Net, Total	4,823		4,823		6,173
Depreciation expense	800	$ 1,100	2,600	$ 3,700
Computers Equipment And Software [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	16,240		16,240		16,272
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,551		1,551		1,563
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 2,384		$ 2,384		$ 2,377

CAPITALIZED PRODUCT DEVELOPME_2

CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Research and Development [Abstract]
Capitalized Computer Software, Gross	$ 183,709	$ 152,663	$ 183,709	$ 152,663
Capitalized Computer Software, Accumulated Amortization	(74,145)	(51,802)	(74,145)	(51,802)
Capitalized Computer Software, Net, Total	109,564	100,861	109,564	100,861
Capitalized Computer Software, Amortization	$ 7,800	$ 6,000	$ 22,300	$ 16,900

GOODWILL (Details)

GOODWILL (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 2,487,007
Additions due to acquisitions	5,650
Other adjustments	(8)
Ending balance	$ 2,492,649

OTHER INTANGIBLE ASSETS_NET - C

OTHER INTANGIBLE ASSETS—NET - Carrying Values of Acquired Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 1,096,448	$ 1,089,673
Accumulated Amortization	(438,624)	(367,526)
Intangible Assets—Net	657,824	722,147
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	295,366	293,599
Accumulated Amortization	(160,412)	(134,691)
Intangible Assets—Net	$ 134,954	$ 158,908
Weighted- Average Useful Life	8 years	8 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 747,349	$ 742,600
Accumulated Amortization	(251,551)	(210,120)
Intangible Assets—Net	$ 495,798	$ 532,480
Weighted- Average Useful Life	14 years	14 years
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 53,474	$ 53,474
Accumulated Amortization	(26,596)	(22,715)
Intangible Assets—Net	$ 26,878	$ 30,759
Weighted- Average Useful Life	9 years	9 years
License and other
Finite-Lived Intangible Assets [Line Items]
Intangible Assets—Gross	$ 259
Accumulated Amortization	(65)
Intangible Assets—Net	$ 194
Weighted- Average Useful Life	3 years

OTHER INTANGIBLE ASSETS_NET - A

OTHER INTANGIBLE ASSETS—NET - Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 23,742	$ 23,675	$ 71,098	$ 70,554
Cost of revenue
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	8,574	8,571	25,721	25,416
Operating expense
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 15,168	$ 15,104	$ 45,377	$ 45,138

OTHER INTANGIBLE ASSETS_NET - E

OTHER INTANGIBLE ASSETS—NET - Estimated Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2022 (remaining nine months)	$ 24,001
2024	95,365
2025	95,176
2026	84,022
2027	67,740
Thereafter	291,520
Intangible Assets—Net	$ 657,824	$ 722,147

ACCRUED EXPENSES - Schedule Acc

ACCRUED EXPENSES - Schedule Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued compensation	$ 33,338	$ 38,966
Accrued interest	12,086	9,094
Accrued taxes	2,377	2,130
Other accrued expenses	25,716	32,218
Tax Receivable Agreement liability, current	28,947	1,862
Total accrued expenses	$ 102,464	$ 84,270

ACCRUED EXPENSES - Fair Value o

ACCRUED EXPENSES - Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022
Contingent Consideration Liability Rollfoward [Roll Forward]
Balance at beginning of period		$ 3,801	$ 3,801	$ 0
Acquisition date fair value		10,079
Payment		(1,392)	(3,528)	(1,392)
Fair value adjustments	$ (273)	$ (4,886)	(273)	$ (5,586)
Balance at end of period	$ 0		$ 0

LONG-TERM DEBT AND REVOLVING _3

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Narrative (Details) - USD ($)		3 Months Ended	9 Months Ended
	Aug. 01, 2018	Sep. 30, 2023	Sep. 30, 2023	Oct. 31, 2023	Oct. 12, 2023	Dec. 31, 2022	Jul. 30, 2021
Debt Instrument [Line Items]
Aggregate principal amount				$ 840,100,000
Debt discounts		$ 957,000	$ 957,000			$ 715,000
Debt issuance costs		5,428,000	5,428,000			6,911,000
Borrowings from revolving credit facility			20,000,000
Revolving credit facility		10,000,000	$ 10,000,000			$ 0
Debt Instrument, Periodic Payment		$ 2,200,000
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 400		$ 289,000,000
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	$ 775,000,000
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		8.37%	8.37%			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	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Less: current portion of long-term debt	$ (8,797)	$ (7,750)
Less: unamortized debt discount	(957)	(715)
Less: unamortized debt issuance costs	(5,428)	(6,911)
Total long-term debt—net	822,744	728,624
Secured Debt | First Lien
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 837,926	$ 744,000

LONG-TERM DEBT AND REVOLVING _5

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Maturities of Long-Term Debt (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Maturities of Long-term Debt [Abstract]
2022 (remaining nine months)	$ 2,199
2024	8,797
2025	826,930
Total	$ 837,926

LEASES - Components of Operatin

LEASES - Components of Operating Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Rent expense	$ 1,100	$ 1,100	$ 3,100	$ 4,300
Lease, Cost [Abstract]
Operating lease cost	1,151	1,138	3,048	12,291
Short-term lease cost	3	49	23	149
Variable lease cost and other, net	309	346	882	1,006
Total lease cost	$ 1,463	$ 1,533	3,953	13,446
Operating Lease, Payments			4,498	7,136
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability			$ 12,298	$ 5,484

LEASES - Schedule of Future Min

LEASES - Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Lease Arrangements (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2022 (remaining nine months)	$ 1,196
2024	5,622
2025	3,287
2026	2,701
2027	2,562
Thereafter	11,506
Total undiscounted cash flows	26,874
Less imputed interest	6,214
Present value of lease liabilities	$ 20,660
P6Y11M	6 years 10 months 24 days
0.0644	6.40%

LEASES (Details)

LEASES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Aug. 03, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease liability	$ 20,660
Lessee, Lease, Description [Line Items]
Operating lease liability	20,660
Operating lease right-of-use assets	$ 18,399		$ 8,877
Iris lease
Leases [Abstract]
Operating lease liability		$ 12,200
Operating Leases, Future Minimum Payments Due		18,000
Lessee, Lease, Description [Line Items]
Operating Leases, Future Minimum Payments Due		18,000
Operating lease liability		12,200
Operating lease right-of-use assets		$ 12,300

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Commitments and Contingencies [Line Items]
Estimated liability for incurred, but not reported, medical claims	$ 2.6	$ 2.2
Data Center, Cloud Hosting Arrangements and Other Services
Commitments and Contingencies [Line Items]
Remaining aggregate minimum purchase commitment	$ 221.3

STOCKHOLDERS_ EQUITY AND NON-_2

STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST (Details) - $ / shares	3 Months Ended	8 Months Ended	9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Sep. 30, 2023	Dec. 31, 2022	Sep. 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			18.70%		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	20%		18.70%

SHARE-BASED COMPENSATION - Narr

SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 14,860	$ 12,490	$ 46,903	$ 38,100
Future compensation cost related to unvested units	154,300		$ 154,300
Future compensation cost recognition period			2 years 7 months 6 days
Share-based Payment Arrangement, Amount Capitalized	$ 700	$ 800	$ 2,200	$ 2,300
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)			$ 19.47
Units granted (in shares)			3,120,570
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		$ 2,700

SHARE-BASED COMPENSATION - Sche

SHARE-BASED COMPENSATION - Schedule of MIU Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 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)		3,120,570
Units canceled (in shares)		(941,891)
Ending balance (in shares)	7,682,087	7,682,087
Number of underlying units vested (in shares)		2,377,011
Weighted-Average Grant-Date Fair Value
Beginning balance (in dollars per share)		$ 20.52
Ending balance (in dollars per share)	$ 20.34	20.34
Weighted-average grant date-fair value, vested (in dollars per share)		20.20
Granted (in dollars per share)		$ 19.47
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)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Restricted Stock Units
Shares
Beginning balance (in shares) | shares	7,880,419
Granted (in shares) | shares	3,120,570
Vested (in shares) | shares	(2,377,011)
Canceled (in shares) | shares	(941,891)
Ending balance (in shares) | shares	7,682,087
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 20.52
Granted (in dollars per share) | $ / shares	19.47
Vested (in dollars per share) | $ / shares	20.20
Canceled (in dollars per share) | $ / shares	19.32
Ending balance (in dollars per share) | $ / shares	$ 20.34
Restricted Stock Awards
Shares
Beginning balance (in shares) | shares	54,516
Granted (in shares) | shares	0
Vested (in shares) | shares	(29,085)
Canceled (in shares) | shares	0
Ending balance (in shares) | shares	25,431
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	8.63
Canceled (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	$ 8.19

SHARE-BASED COMPENSATION - Shar

SHARE-BASED COMPENSATION - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 14,860	$ 12,490	$ 46,903	$ 38,100
Cost of revenue | Subscriptions and support
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	1,556	1,352	4,567	3,629
Cost of revenue | Service
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	817	557	2,547	2,803
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	3,959	3,462	12,224	9,890
Selling, general, and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 8,528	$ 7,119	$ 27,565	$ 21,778

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						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ (1,306)	$ (4,295)	$ (14,813)	$ (3,917)	$ (6,458)	$ (14,120)	$ (20,414)	$ (24,495)
Less: Net loss attributable to non-controlling interest	(833)			(1,389)			(4,893)	(5,330)
Net loss attributable to PowerSchool Holdings, Inc.	(473)			(2,528)			(15,521)	(19,165)
Net Income (Loss) Attributable to Parent, Diluted	$ (481)			$ (2,528)			$ (15,521)	$ (19,165)
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted average shares of Class A common stock outstanding - basic (in shares)	163,785,972			158,812,536			162,465,480	158,387,266
Weighted average shares of Class A common stock outstanding - diluted (in shares)	165,666,867			158,812,536			162,465,480	158,387,266
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share)	$ 0			$ (0.02)			$ (0.10)	$ (0.12)
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share)	$ 0			$ (0.02)			$ (0.10)	$ (0.12)

EARNINGS (LOSS) PER SHARE ATT_4

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) - Schedule of Antidilutive Shares (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	37,654,059	48,080,067	45,836,423	48,080,067
RSUs and RSAs - dilutive EPS
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Participating Securities, Distributed and Undistributed Earnings (Loss), Diluted	$ (6)
MSUs- dilutive EPS
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Participating Securities, Distributed and Undistributed Earnings (Loss), Diluted	$ (2)
RSUs and RSAs
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Unvested RSAs and RSUs (in shares)	1,346,717
MSUs
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Unvested RSAs and RSUs (in shares)	534,178
Unvested RSAs and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	0	8,151,595	7,707,518	8,151,595
LLC Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total excluded from diluted EPS calculation (in shares)	37,654,059	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)	0		474,846

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Income Tax Examination [Line Items]
Income tax (benefit) expense	$ (3,475)	$ (811)	$ (5,244)	$ 794
Effective tax rate	72.70%	17.10%	20.40%	(3.30%)
Unrecognized tax benefits	$ 10,600		$ 10,600
Unrecognized tax benefits that would impact effective tax rate	$ 10,600		$ 10,600
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	$ 28,947		$ 28,947		$ 1,862

RELATED-PARTY TRANSACTIONS (Det

RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
	Mar. 03, 2023	Dec. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Consulting and Implementation Services | Affiliated Entity with Common Ownership
Related Party Transaction [Line Items]
Purchases from related parties		$ 500
Costs and Expenses, Related Party			$ 4,800	$ 800	$ 12,200	$ 3,200
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			$ 4,100	$ 3,500	10,400	$ 8,800
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		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Retirement Benefits [Abstract]
Employer matching contributions	$ 2.7	$ 2.6	$ 8	$ 7.6

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)			9 Months Ended
	Oct. 03, 2023	Jul. 31, 2023	Sep. 30, 2023	Oct. 31, 2023	Oct. 12, 2023	Dec. 31, 2022	Jul. 30, 2021	Aug. 01, 2018
Subsequent Event [Line Items]
Borrowings from revolving credit facility			$ 20,000,000
Line of Credit Facility, Increase (Decrease), Net		$ 100,000,000
Aggregate principal amount				$ 840,100,000
Revolving Credit Facility | Line of Credit
Subsequent Event [Line Items]
Outstanding balance as a percentage of borrowing capacity			35%			35%		35%
Maximum borrowing capacity					$ 400		$ 289,000,000
Subsequent Event | SchoolMessenger
Subsequent Event [Line Items]
Consideration transferred	$ 300,000,000

Uncategorized Items - pwsc-2023

Label	Element	Value
Gain (Loss) on Disposition of Property Plant Equipment	us-gaap_GainLossOnSaleOfPropertyPlantEquipment	$ 8,675,000