Cover Page
Cover Page - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2024 | Jul. 31, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | |
Cover [Abstract] | |||||
Document Type | 10-Q | ||||
Document Period End Date | Jun. 30, 2024 | ||||
Current Fiscal Year End Date | --12-31 | ||||
Document Transition Report | false | ||||
Entity File Number | 001-40684 | ||||
Entity Registrant Name | PowerSchool Holdings, Inc. | ||||
Entity Incorporation, State or Country Code | DE | ||||
Entity Tax Identification Number | 85-4166024 | ||||
Entity Address, Address Line One | 150 Parkshore Drive | ||||
Entity Address, City or Town | Folsom | ||||
Entity Address, Postal Zip Code | 95630(Zip Code) | ||||
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 | Large Accelerated Filer | ||||
Smaller Reporting Company | false | ||||
Emerging Growth Company | false | ||||
Entity Shell Company | false | ||||
Entity Common Stock, Shares Outstanding | 204,180,143 | ||||
Entity Central Index Key | 0001835681 | ||||
Document Fiscal Year Focus | 2024 | ||||
Document Fiscal Period Focus | Q2 | ||||
Amendment Flag | false | ||||
Document Information [Line Items] | |||||
Entity Common Stock, Shares Outstanding | 204,180,143 | ||||
Document Quarterly Report | true | ||||
Document Transition Report | false | ||||
Entity File Number | 001-40684 | ||||
Entity Incorporation, State or Country Code | DE | ||||
Entity Tax Identification Number | 85-4166024 | ||||
Entity Address, City or Town | Folsom | ||||
Entity Address, Address Line One | 150 Parkshore Drive | ||||
Entity Address, State or Province | CA | ||||
Entity Address, Postal Zip Code | 95630(Zip Code) | ||||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||||
Trading Symbol | PWSC | ||||
Security Exchange Name | NYSE | ||||
Entity Filer Category | Large Accelerated Filer | ||||
Smaller Reporting Company | false | ||||
Emerging Growth Company | false | ||||
Document Period End Date | Jun. 30, 2024 | ||||
Entity Central Index Key | 0001835681 | ||||
Current Fiscal Year End Date | --12-31 | ||||
Document Fiscal Year Focus | 2024 | ||||
Document Fiscal Period Focus | Q2 | ||||
Amendment Flag | false | ||||
Entity Shell Company | false | ||||
Entity Current Reporting Status | Yes | ||||
Entity Interactive Data Current | Yes | ||||
Class B common stock | |||||
Document Information [Line Items] | |||||
Common stock, shares outstanding (in shares) | 37,654,059 | 37,654,059 | |||
Class A common stock | |||||
Document Information [Line Items] | |||||
Common stock, shares outstanding (in shares) | 164,796,626 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 20,678 | $ 39,054 |
Accounts receivable—net of allowance of $7,143 and $7,930 respectively | 89,393 | 76,618 |
Prepaid expenses and other current assets | 45,797 | 40,449 |
Total current assets | 155,868 | 156,121 |
Property and equipment - net | 7,773 | 5,003 |
Capitalized product development costs - net | 113,661 | 112,089 |
Goodwill | 2,768,966 | 2,740,725 |
Intangible assets - net | 666,591 | 710,635 |
Other assets | 35,491 | 36,311 |
Total assets | 3,761,242 | 3,776,882 |
Current Liabilities: | ||
Accounts payable | 14,200 | 13,629 |
Accrued expenses | 128,094 | 116,271 |
Deferred revenue, current | 206,482 | 373,672 |
Revolving credit facility | 187,000 | 0 |
Current portion of long-term debt | 8,379 | 8,379 |
Total current liabilities | 547,553 | 516,909 |
Noncurrent Liabilities: | ||
Other liabilities | 1,142 | 2,178 |
Deferred taxes | 268,953 | 275,316 |
Tax Receivable Agreement liability | 375,647 | 396,397 |
Deferred revenue—net of current | 6,875 | 6,111 |
Long-term debt, net | 809,669 | 811,325 |
Total liabilities | 2,022,623 | 2,021,595 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Additional paid-in capital | 1,550,637 | 1,520,288 |
Accumulated other comprehensive loss | (3,132) | (2,094) |
Accumulated deficit | (257,956) | (218,387) |
Total stockholders' equity attributable to PowerSchool Holdings, Inc. | 1,289,569 | |
Non-controlling interest | 449,050 | |
Total stockholders' equity | 1,738,619 | 1,755,287 |
Total stockholders' equity attributable to PowerSchool Holdings, Inc. | 1,299,827 | |
Non-controlling interest | 455,460 | |
Total stockholders' equity | 1,755,287 | |
Total liabilities and stockholders' equity | 3,761,242 | 3,776,882 |
Operating Lease, Liability, Current | 3,398 | 4,958 |
Tax Receivable Agreement liability, current | 43,653 | 21,957 |
Increase in operating lease, right-of-use assets | 12,892 | 15,998 |
Operating Lease, Liability, Noncurrent | 12,784 | 13,359 |
Less allowance | $ (7,930) | |
Class A common stock | ||
Stockholders' Equity: | ||
Common stock, shares outstanding (in shares) | 164,796,626 | |
Common stock | 16 | $ 16 |
Common stock, shares issued (in shares) | 164,796,626 | |
Class B common stock | ||
Stockholders' Equity: | ||
Common stock, shares outstanding (in shares) | 37,654,059 | |
Common stock | $ 4 | $ 4 |
Common stock, shares issued (in shares) | 37,654,059 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Jul. 27, 2021 |
Accounts receivable, allowance for credit losses | $ 7,143 | $ 7,930 | ||
Class A common stock | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, shares authorized (in shares) | 500,000,000 | |||
Common stock, shares issued (in shares) | 166,471,395 | 164,796,626 | ||
Common stock, shares outstanding (in shares) | 164,796,626 | |||
Class B common stock | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, shares authorized (in shares) | 300,000,000 | |||
Common stock, shares issued (in shares) | 37,654,059 | |||
Common stock, shares outstanding (in shares) | 37,654,059 | 37,654,059 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Total revenue | $ 191,592 | $ 173,897 | $ 376,559 | $ 333,350 |
Cost of revenue: | ||||
Depreciation and amortization | 18,705 | 16,108 | 37,785 | 32,129 |
Total cost of revenue | 79,831 | 69,029 | 159,692 | 138,518 |
Gross profit | 111,761 | 104,868 | 216,867 | 194,832 |
Operating expenses: | ||||
Research and development | 30,616 | 25,862 | 62,267 | 51,283 |
Selling, general, and administrative | 71,621 | 53,129 | 124,052 | 102,687 |
Acquisition costs | 276 | 0 | 1,029 | 0 |
Depreciation and amortization | 17,344 | 15,764 | 34,693 | 31,535 |
Total operating expenses | 119,857 | 94,755 | 222,041 | 185,505 |
Income (loss) from operations | (8,096) | 10,113 | (5,174) | 9,327 |
Interest expense—net | 23,193 | 16,101 | 44,189 | 30,130 |
Other expenses (income)—net | (853) | 31 | (950) | 74 |
Loss before income taxes | (30,436) | (6,019) | (48,413) | (20,877) |
Income tax expense (benefit) | (4,732) | (1,724) | 139 | (1,769) |
Net loss | (25,704) | (4,295) | (48,552) | (19,108) |
Less: Net loss attributable to non-controlling interest | (5,693) | (1,100) | (8,983) | (4,060) |
Net loss attributable to PowerSchool Holdings, Inc. | (20,011) | (3,195) | (39,569) | (15,048) |
Net Income (Loss) Available to Common Stockholders, Basic | (20,011) | (3,195) | (39,569) | (15,048) |
Net Income (Loss) Available to Common Stockholders, Diluted | $ (24,916) | $ (4,080) | $ (49,047) | $ (15,048) |
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share) | $ (0.12) | $ (0.02) | $ (0.24) | $ (0.09) |
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share) | $ (0.12) | $ (0.02) | $ (0.24) | $ (0.09) |
Weighted average shares of Class A common stock outstanding - basic (in shares) | 166,040,370 | 163,067,859 | 165,538,730 | 161,794,290 |
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 203,694,429 | 200,721,918 | 203,192,789 | 161,794,290 |
Foreign currency translation | $ (304) | $ 21 | $ (1,038) | $ 108 |
Unrealized Gain (Loss) on Investments | 0 | 0 | 0 | 3 |
Total other comprehensive income (loss) | (304) | 21 | (1,038) | 111 |
Less: Other comprehensive income (loss) attributable to non-controlling interest | (56) | 4 | (192) | 21 |
Comprehensive loss attributable to PowerSchool Holdings, Inc. | (20,259) | (3,178) | (40,415) | (14,958) |
Subscriptions and support | ||||
Revenue: | ||||
Total revenue | 170,129 | 146,503 | 337,056 | 287,576 |
Cost of revenue: | ||||
Cost of revenue, excluding depreciation and amortization | 47,768 | 36,781 | 94,095 | 74,975 |
Service | ||||
Revenue: | ||||
Total revenue | 19,321 | 20,197 | 36,007 | 36,429 |
Cost of revenue: | ||||
Cost of revenue, excluding depreciation and amortization | 12,210 | 15,123 | 25,593 | 29,446 |
License and other | ||||
Revenue: | ||||
Total revenue | 2,142 | 7,197 | 3,496 | 9,345 |
Cost of revenue: | ||||
Cost of revenue, excluding depreciation and amortization | $ 1,148 | $ 1,017 | $ 2,219 | $ 1,968 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’/ MEMBERS’ EQUITY - USD ($) $ in Thousands | Total | 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 income (loss) | Accumulated deficit | Non-controlling interest |
Stockholder's equity, beginning balance (in shares) at Dec. 31, 2022 | 159,596,000 | 39,928,000 | |||||||
Stockholder's 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] | |||||||||
Management incentive unit and stock-based compensation | 15,280 | 15,280 | |||||||
Other Comprehensive Income (Loss), Net of Tax | 89 | 89 | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (14,813) | (11,853) | (2,960) | ||||||
Adjustment to deferred taxes | (1,255) | (1,255) | |||||||
Issuance of common stock upon vesting of Restricted Stock Awards (in shares) | 1,000,000 | ||||||||
Allocation of equity to non-controlling interests | (772) | 772 | |||||||
Stock Issued During Period, Value, Conversion of Units | $ (2,274) | $ 2,274 | 27,642 | (27,642) | |||||
Stockholder's equity, ending balance (in shares) at Mar. 31, 2023 | 162,870,000 | 37,654,000 | |||||||
Stockholder's equity, ending 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] | |||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | 1,284 | (1,284) | |||||||
Stockholder's equity, beginning balance (in shares) at Dec. 31, 2022 | 159,596,000 | 39,928,000 | |||||||
Stockholder's 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] | |||||||||
Other Comprehensive Income (Loss), Net of Tax | 111 | ||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (19,108) | ||||||||
Member's investment, ending balance at Jun. 30, 2023 | 1,746,030 | (2,012) | (202,298) | ||||||
Stockholder's equity, ending balance (in shares) at Jun. 30, 2023 | 163,456,000 | 37,654,000 | |||||||
Stockholder's equity, ending balance at Jun. 30, 2023 | $ 16 | $ 4 | 1,493,586 | 456,734 | |||||
Stockholder's equity, beginning balance (in shares) at Mar. 31, 2023 | 162,870,000 | 37,654,000 | |||||||
Stockholder's 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] | |||||||||
Management incentive unit and stock-based compensation | 18,261 | 18,261 | |||||||
Other Comprehensive Income (Loss), Net of Tax | 21 | ||||||||
Foreign currency translation | 21 | 21 | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (4,295) | (3,195) | (1,100) | ||||||
Adjustment to deferred taxes | 223 | 223 | |||||||
Issuance of common stock upon vesting of Restricted Stock Awards (in shares) | 586,000 | ||||||||
Allocation of equity to non-controlling interests | (2,387) | 2,387 | |||||||
Member's investment, ending balance at Jun. 30, 2023 | 1,746,030 | (2,012) | (202,298) | ||||||
Stockholder's equity, ending balance (in shares) at Jun. 30, 2023 | 163,456,000 | 37,654,000 | |||||||
Stockholder's equity, ending balance at Jun. 30, 2023 | $ 16 | $ 4 | 1,493,586 | 456,734 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | 141 | (141) | |||||||
Member's investment, beginning balance at Dec. 31, 2023 | 1,299,827 | ||||||||
Stockholder's equity, beginning balance (in shares) at Dec. 31, 2023 | 164,796,000 | 37,654,000 | |||||||
Stockholder's equity, beginning balance at Dec. 31, 2023 | 1,755,287 | $ 16 | $ 4 | 1,520,288 | (2,094) | (218,387) | 455,460 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Management incentive unit and stock-based compensation | 14,843 | 14,843 | |||||||
Other Comprehensive Income (Loss), Net of Tax | (734) | (734) | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (22,848) | (19,558) | (3,290) | ||||||
Adjustment to deferred taxes | (2,169) | (2,169) | |||||||
Issuance of common stock upon vesting of Restricted Stock Awards (in shares) | 931,000 | ||||||||
Allocation of equity to non-controlling interests | (526) | 526 | |||||||
Stockholder's equity, ending balance (in shares) at Mar. 31, 2024 | 165,727,000 | 37,654,000 | |||||||
Stockholder's equity, ending balance at Mar. 31, 2024 | 1,744,314 | $ 16 | $ 4 | 1,532,371 | (2,828) | (237,945) | 452,696 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | 65 | (65) | |||||||
Member's investment, beginning balance at Dec. 31, 2023 | 1,299,827 | ||||||||
Stockholder's equity, beginning balance (in shares) at Dec. 31, 2023 | 164,796,000 | 37,654,000 | |||||||
Stockholder's equity, beginning balance at Dec. 31, 2023 | 1,755,287 | $ 16 | $ 4 | 1,520,288 | (2,094) | (218,387) | 455,460 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Other Comprehensive Income (Loss), Net of Tax | (1,038) | ||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (48,552) | ||||||||
Stockholder's equity, ending balance (in shares) at Jun. 30, 2024 | 166,471,000 | 37,654,000 | |||||||
Stockholder's equity, ending balance at Jun. 30, 2024 | 1,738,619 | $ 16 | $ 4 | 1,550,637 | (3,132) | (257,956) | 449,050 | ||
Stockholder's equity, beginning balance (in shares) at Mar. 31, 2024 | 165,727,000 | 37,654,000 | |||||||
Stockholder's equity, beginning balance at Mar. 31, 2024 | 1,744,314 | $ 16 | $ 4 | 1,532,371 | (2,828) | (237,945) | 452,696 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Management incentive unit and stock-based compensation | 19,679 | 19,679 | |||||||
Other Comprehensive Income (Loss), Net of Tax | (304) | (304) | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (25,704) | (20,011) | (5,693) | ||||||
Adjustment to deferred taxes | 686 | 686 | |||||||
Issuance of common stock upon vesting of Restricted Stock Awards (in shares) | 744,000 | ||||||||
Allocation of equity to non-controlling interests | (2,047) | 2,047 | |||||||
Stockholder's equity, ending balance (in shares) at Jun. 30, 2024 | 166,471,000 | 37,654,000 | |||||||
Stockholder's equity, ending balance at Jun. 30, 2024 | 1,738,619 | $ 16 | $ 4 | 1,550,637 | $ (3,132) | $ (257,956) | $ 449,050 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | $ 52 | $ (52) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (48,552) | $ (19,108) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||
Depreciation, Depletion and Amortization | 72,477 | 63,664 |
Share-based Payment Arrangement, Noncash Expense | 33,168 | 32,043 |
Operating Lease, Right-of-Use Asset, Periodic Reduction | 1,451 | 1,599 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (99) | (635) |
Amortization of Debt Issuance Costs | 2,975 | 1,761 |
Accounts Receivable, Credit Loss Expense (Reversal) | (953) | 1,364 |
Gain (Loss) on Termination of Lease | 2,291 | 53 |
Gain (Loss) on Disposition of Property Plant Equipment | (501) | (41) |
Increase (Decrease) in Operating Capital [Abstract] | ||
Increase (Decrease) in Accounts Receivable | (10,841) | (25,151) |
Increase (Decrease) in Prepaid Expense and Other Assets | (4,954) | (2,687) |
Increase (Decrease) in Other Noncurrent Assets | 376 | (3,277) |
Increase (Decrease) in Accounts Payable | 1,346 | (183) |
Increase (Decrease) in Accrued Liabilities | (8,615) | (12,207) |
Increase (Decrease) in Other Noncurrent Liabilities | (3,449) | (3,607) |
Increase (Decrease) in Deferred Income Taxes | (948) | (2,834) |
Increase (Decrease) in Tax Receivable Agreement Liability | 945 | 385 |
Increase (Decrease) in Contract with Customer, Liability | (173,156) | (123,962) |
Net Cash Provided by (Used in) Operating Activities, Total | (137,039) | (92,741) |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Payments to Acquire Property, Plant, and Equipment | (4,951) | (938) |
Proceeds from Sale of Property, Plant, and Equipment | 839 | 0 |
Payments to Develop Software | (18,070) | (19,948) |
Payments to Acquire Businesses, Net of Cash Acquired | (36,062) | 0 |
Payment for Contingent Consideration Liability, Investing Activities | (5,800) | |
Net Cash Provided by (Used in) Investing Activities, Total | (64,044) | (20,886) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Payment, Tax Withholding, Share-based Payment Arrangement | (117) | (1,425) |
Proceeds from Long-term Lines of Credit | 350,000 | 10,000 |
Payment for Contingent Consideration Liability, Financing Activities | (245) | |
Net Cash Provided by (Used in) Financing Activities, Total | 182,448 | 4,700 |
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 259 | (161) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total | (18,376) | (109,088) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Beginning Balance | 39,554 | 137,982 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Ending Balance | 21,178 | 28,894 |
Supplemental Cash Flow Information [Abstract] | ||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 39,770 | 27,669 |
Income Taxes Paid, Net | 1,419 | 1,806 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | ||
Capital Expenditures Incurred but Not yet Paid | 231 | 83 |
Interest Costs Capitalized | 838 | 753 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Cash and cash equivalents | 20,678 | 28,394 |
Restricted Cash and Cash Equivalents | 500 | 500 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | 21,178 | 28,894 |
Revolving Credit | ||
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Repayments of lines of credit | (163,000) | 0 |
First Lien Debt | ||
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Repayments of lines of credit | $ (4,190) | $ (3,875) |
BUSINESS
BUSINESS | 6 Months Ended |
Jun. 30, 2024 | |
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, par value $0.0001 per share, of the Company (the “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, of the Company (the “Class B common stock”) 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, communications, 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. Proposed Merger with Bain Capital Private Equity, LP Merger Agreement On June 6, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BCPE Polymath Buyer, Inc., a Delaware corporation (“Parent”), and BCPE Polymath Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of investment funds advised by Bain Capital Private Equity, LP. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). On June 7, 2024, the holders of a majority of the outstanding shares of Class A common stock and Class B common stock executed a written stockholder consent approving and adopting the Merger Agreement. The Merger is expected to close in the second half of fiscal year 2024, subject to satisfaction of closing conditions and regulatory requirements. Effect on Capital Stock Upon the terms and subject to the conditions set forth in the Merger Agreement, upon the effective time of the Merger (the “Effective Time”), each share of Class A common stock that is issued and outstanding as of immediately prior to the Effective Time, will be automatically cancelled, extinguished and converted into the right to receive $22.80, without interest thereon. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of Class B common stock that is issued and outstanding as of immediately prior to the Effective Time, will be automatically cancelled and no payment shall be made with respect thereto. Closing Conditions The closing of the Merger is subject to certain conditions, including (i) the Company’s receipt of written consent of stockholders adopting the Merger Agreement (which was satisfied on June 7, 2024), (ii) the expiration or termination of the waiting periods applicable to the transactions set forth in the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (with such waiting period having expired at 11:59 pm ET on July 22, 2024), (iii) an information statement shall have been mailed to the Company’s stockholders at least 20 days prior to the closing date, (iv) a Change of Control Exchange (as defined in the Amended and Restated Limited Liability Company Agreement of PowerSchool Holdings, LLC) shall have occurred and become effective as of immediately prior to the Effective Time, (v) the TRA Amendment (as defined below) shall be in full force and effect and (vi) other customary conditions for a transaction of this type, such as the absence of any legal restraint prohibiting the consummation of the transaction and the absence of any Company Material Adverse Effect (as defined in the Merger Agreement) since the date of the Merger Agreement that has occurred that is continuing. The closing of the transactions set forth in the Merger Agreement will not occur prior to September 30, 2024 without the prior written consent of Parent. Termination Rights and Termination Fee The Merger Agreement contains certain customary termination rights for the Company and Parent, including if the Merger is not consummated on or before the “outside date” of March 6, 2025 (the “Termination Date”). In the case of termination, under certain conditions, the Company will be required to pay Parent a termination fee equal to $134,650,000. Parent is also required to pay the Company a termination fee equal to $269,300,000 under certain conditions. |
PROPERTY AND EQUIPMENT_NET
PROPERTY AND EQUIPMENT—NET | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT—NET | PROPERTY AND EQUIPMENT—NET Property and equipment by category are as follows (in thousands): June 30, 2024 December 31, 2023 Computer and software 15,660 16,073 Furniture and fixtures 1,148 1,641 Leasehold improvements 5,786 2,387 Property and equipment 22,594 20,101 Less accumulated depreciation (14,821) (15,098) Property and equipment—net $ 7,773 $ 5,003 |
CAPITALIZED PRODUCT DEVELOPMENT
CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET | 6 Months Ended |
Jun. 30, 2024 | |
Research and Development [Abstract] | |
CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET | CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET Capitalized product development costs and related accumulated amortization consist of the following (in thousands): June 30, 2024 December 31, 2023 Gross capitalized product development costs $ 213,802 $ 194,341 Less accumulated amortization (100,141) (82,252) Capitalized product development costs—net $ 113,661 $ 112,089 Intangible assets are amortized using the straight-line method based on the expected useful lives of the assets. The carrying values of acquired amortizing intangible assets are as follows (in thousands): June 30, 2024 Weighted- Average Useful Life December 31, 2023 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 327,237 8 years $ 321,957 8 years Customer relationships 793,808 14 years 791,253 14 years Trademarks 62,383 9 years 61,595 9 years Other 259 3 years 259 3 years $ 1,183,687 $ 1,175,064 Accumulated Amortization Developed technology $ (189,373) $ (169,777) Customer relationships (296,372) (266,473) Trademarks (31,220) (28,092) Other (131) (87) $ (517,096) $ (464,429) Intangible Assets—Net Developed technology $ 137,864 $ 152,180 Customer relationships 497,436 524,780 Trademarks 31,163 33,503 Other 128 172 $ 666,591 $ 710,635 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. |
OTHER INTANGIBLE ASSETS_NET
OTHER INTANGIBLE ASSETS—NET | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
OTHER INTANGIBLE ASSETS—NET | CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET Capitalized product development costs and related accumulated amortization consist of the following (in thousands): June 30, 2024 December 31, 2023 Gross capitalized product development costs $ 213,802 $ 194,341 Less accumulated amortization (100,141) (82,252) Capitalized product development costs—net $ 113,661 $ 112,089 Intangible assets are amortized using the straight-line method based on the expected useful lives of the assets. The carrying values of acquired amortizing intangible assets are as follows (in thousands): June 30, 2024 Weighted- Average Useful Life December 31, 2023 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 327,237 8 years $ 321,957 8 years Customer relationships 793,808 14 years 791,253 14 years Trademarks 62,383 9 years 61,595 9 years Other 259 3 years 259 3 years $ 1,183,687 $ 1,175,064 Accumulated Amortization Developed technology $ (189,373) $ (169,777) Customer relationships (296,372) (266,473) Trademarks (31,220) (28,092) Other (131) (87) $ (517,096) $ (464,429) Intangible Assets—Net Developed technology $ 137,864 $ 152,180 Customer relationships 497,436 524,780 Trademarks 31,163 33,503 Other 128 172 $ 666,591 $ 710,635 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. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES The following table presents the detail of accrued expenses (in thousands): June 30, 2024 December 31, 2023 Accrued compensation $ 28,879 $ 43,075 Accrued interest 13,888 12,654 Accrued taxes 297 1,530 TRA liability, current 43,653 21,957 Other accrued expenses 41,377 37,055 Total accrued expenses $ 128,094 $ 116,271 |
LONG-TERM DEBT AND REVOLVING CR
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT | 6 Months Ended |
Jun. 30, 2024 | |
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 provided 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 carrying value of the related debt. On October 12, 2023, the Company amended the First Lien to extend the maturity date on the agreement from July 31, 2025 to August 1, 2027. Debt issuance costs of $13.1 million were recorded as a reduction to the carrying value of the related debt. The amended First Lien is repayable in quarterly payments of $2.1 million through August 1, 2027, with all remaining outstanding principal due on August 1, 2027. As of June 30, 2024, the interest rate for the First Lien is the rate per annum equal to the Secured Overnight Financing Rate (“SOFR”), plus the applicable margin. The applicable margin is initially 3.25% per annum with a 0.25% step down based on the First Lien Net Leverage Ratio. The interest rate for the First Lien as of June 30, 2024 and December 31, 2023 was 8.33% and 8.38%, respectively. The First Lien is collateralized on a first lien basis by certain assets and property of the Company and includes covenants that among other things limit our ability to incur additional debt or issue dividends. As of June 30, 2024, we were in compliance with all covenants associated with the First Lien. 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. On October 12, 2023, the Revolving Credit Agreement was further amended to permit the Company to borrow up to $400.0 million and extended the maturity date from May 2, 2025 to May 2, 2027. In connection with the increase of the borrowing capacity and the extension of the maturity date, the Company paid fees of $2.0 million, which was recorded as capitalized debt issuance cost and presented within other assets on the consolidated balance sheet . The interest rate is equal to SOFR, plus the applicable margin. The applicable margin is initially 3.25% per annum with up to a 0.50% step down based on the First Lien Net Leverage Ratio. We are also required to pay a commitment fee on the unused portion of the Revolving Credit Agreement of 0.50% per annum with up to a 0.25% step down based on the First Lien Net Leverage Ratio, payable quarterly in arrears. During the six months ended June 30, 2024, the Company borrowed $350.0 million on the Revolving Credit Agreement. As of June 30, 2024, the outstanding balance on the revolving credit facility was $187.0 million and there was no outstanding balance on the facility as of December 31, 2023. The Revolving Credit Agreement requires the Company to maintain a First Lien Net Leverage Ratio (as defined therein) of not more than 7.75 to 1.00 if the Company has an outstanding balance on the Revolving Credit Agreement of greater than 35% of the borrowing capacity (excluding certain letters of credit) at a quarter end. As of June 30, 2024 and December 31, 2023, the Company was in compliance with all covenants associated with the Revolving Credit Agreement. The following table presents the outstanding long-term debt (in thousands): June 30, 2024 December 31, 2023 Total outstanding principal—First Lien $ 833,736 $ 837,926 Less current portion of long-term debt (8,379) (8,379) Less unamortized debt discount (4,160) (4,832) Less unamortized debt issuance costs (11,528) (13,390) Total long-term debt—net $ 809,669 $ 811,325 Maturities on long-term debt outstanding as of June 30, 2024 are as follows (in thousands): Year Ending December 31, 2024 (remaining six months) $ 4,190 2025 8,379 2026 8,379 2027 812,788 Total $ 833,736 |
STOCKHOLDERS_ EQUITY AND NON-CO
STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST | STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST Stockholders’ Equity The Company amended and restated its certificate of incorporation effective July 27, 2021 to authorize (i) 50,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 500,000,000 shares of Class A common stock, par value $0.0001 per share, and (iii) 300,000,000 shares of Class B common stock, par value $0.0001 per share. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law. Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters presented to our stockholders generally. As of June 30, 2024, t he holders of our issued Class A common stock collectively represented approximately 81.6% of the economic interest and voting power in the Company and Class B common stock collectively represented approximately 18.4% of the voting power in the Company. As of December 31, 2023, the Class B common stock collectively held approximately 18.6% of the 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 months ended June 30, 2024 and 2023 was 18.5% and 18.8%, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS |
PROPERTY AND EQUIPMENT_NET (Tab
PROPERTY AND EQUIPMENT—NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment by Category | Property and equipment by category are as follows (in thousands): June 30, 2024 December 31, 2023 Computer and software 15,660 16,073 Furniture and fixtures 1,148 1,641 Leasehold improvements 5,786 2,387 Property and equipment 22,594 20,101 Less accumulated depreciation (14,821) (15,098) Property and equipment—net $ 7,773 $ 5,003 |
CAPITALIZED PRODUCT DEVELOPME_2
CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Research and Development [Abstract] | |
Schedule of Capitalized Product Development Costs | Capitalized product development costs and related accumulated amortization consist of the following (in thousands): June 30, 2024 December 31, 2023 Gross capitalized product development costs $ 213,802 $ 194,341 Less accumulated amortization (100,141) (82,252) Capitalized product development costs—net $ 113,661 $ 112,089 June 30, 2024 Weighted- Average Useful Life December 31, 2023 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 327,237 8 years $ 321,957 8 years Customer relationships 793,808 14 years 791,253 14 years Trademarks 62,383 9 years 61,595 9 years Other 259 3 years 259 3 years $ 1,183,687 $ 1,175,064 Accumulated Amortization Developed technology $ (189,373) $ (169,777) Customer relationships (296,372) (266,473) Trademarks (31,220) (28,092) Other (131) (87) $ (517,096) $ (464,429) Intangible Assets—Net Developed technology $ 137,864 $ 152,180 Customer relationships 497,436 524,780 Trademarks 31,163 33,503 Other 128 172 $ 666,591 $ 710,635 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 $ 2,740,725 Additions due to acquisition 31,035 Other adjustments 1 (2,794) Balance—June 30, 2024 $ 2,768,966 _____________ 1 Includes adjustments of acquisition-date fair value within the one-year measurement period and effects of foreign currency translation. |
OTHER INTANGIBLE ASSETS_NET (Ta
OTHER INTANGIBLE ASSETS—NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Values of Acquired Intangible Assets | Capitalized product development costs and related accumulated amortization consist of the following (in thousands): June 30, 2024 December 31, 2023 Gross capitalized product development costs $ 213,802 $ 194,341 Less accumulated amortization (100,141) (82,252) Capitalized product development costs—net $ 113,661 $ 112,089 June 30, 2024 Weighted- Average Useful Life December 31, 2023 Weighted- Average Useful Life Intangible Assets—Gross Developed technology $ 327,237 8 years $ 321,957 8 years Customer relationships 793,808 14 years 791,253 14 years Trademarks 62,383 9 years 61,595 9 years Other 259 3 years 259 3 years $ 1,183,687 $ 1,175,064 Accumulated Amortization Developed technology $ (189,373) $ (169,777) Customer relationships (296,372) (266,473) Trademarks (31,220) (28,092) Other (131) (87) $ (517,096) $ (464,429) Intangible Assets—Net Developed technology $ 137,864 $ 152,180 Customer relationships 497,436 524,780 Trademarks 31,163 33,503 Other 128 172 $ 666,591 $ 710,635 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The following table presents the detail of accrued expenses (in thousands): June 30, 2024 December 31, 2023 Accrued compensation $ 28,879 $ 43,075 Accrued interest 13,888 12,654 Accrued taxes 297 1,530 TRA liability, current 43,653 21,957 Other accrued expenses 41,377 37,055 Total accrued expenses $ 128,094 $ 116,271 |
LONG-TERM DEBT AND REVOLVING _2
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Long-Term Debt | The following table presents the outstanding long-term debt (in thousands): June 30, 2024 December 31, 2023 Total outstanding principal—First Lien $ 833,736 $ 837,926 Less current portion of long-term debt (8,379) (8,379) Less unamortized debt discount (4,160) (4,832) Less unamortized debt issuance costs (11,528) (13,390) Total long-term debt—net $ 809,669 $ 811,325 |
Schedule of Maturities of Long-Term Debt | Maturities on long-term debt outstanding as of June 30, 2024 are as follows (in thousands): Year Ending December 31, 2024 (remaining six months) $ 4,190 2025 8,379 2026 8,379 2027 812,788 Total $ 833,736 |
BUSINESS (Details)
BUSINESS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 06, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jan. 31, 2024 | Dec. 31, 2023 | Jul. 30, 2021 | Jul. 27, 2021 | |
Class of Stock [Line Items] | ||||||||||
Acquisition costs | $ 276 | $ 0 | $ 1,029 | $ 0 | ||||||
Bain | ||||||||||
Class of Stock [Line Items] | ||||||||||
Acquisition costs | $ 13,200 | |||||||||
Class A common stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||
Common stock, shares outstanding (in shares) | 164,796,626 | |||||||||
Percentage of voting power | 81.60% | |||||||||
Class A common stock | IPO | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||
Class B common stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||
Common stock, shares outstanding (in shares) | 37,654,059 | 37,654,059 | ||||||||
Percentage of voting power | 18.60% | 18.40% |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Increase in operating lease, right-of-use assets | $ 12,892 | $ 15,998 |
Increase in operating lease liabilities | 16,182 | |
Decrease in equity | $ (1,289,569) | |
Payments to affiliates, as a percentage of total tax benefits | 85% |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jan. 22, 2024 | Oct. 02, 2023 | Aug. 09, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||||||||
Acquisition costs | $ 276 | $ 0 | $ 1,029 | $ 0 | ||||
Goodwill | $ 2,768,966 | $ 2,768,966 | $ 2,740,725 | |||||
Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 43,600 | |||||||
Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 8,100 | |||||||
Technology-Based Intangible Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 26,500 | |||||||
Hobsons, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 10,000 | |||||||
Acquisition costs | 700 | |||||||
Goodwill | 5,700 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | (2,400) | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 6,600 | |||||||
Hobsons, Inc. | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 4,900 | |||||||
Hobsons, Inc. | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 10 | |||||||
Hobsons, Inc. | Technology-Based Intangible Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,800 | |||||||
SchoolMessenger | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | 300,266 | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 10,000 | |||||||
Acquisition costs | 2,300 | |||||||
Goodwill | 247,815 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 52,451 | |||||||
Payments to Acquire Businesses, Gross | $ 290,300 | |||||||
Allovue | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 38,200 | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 1,200 | |||||||
Acquisition costs | 1,300 | |||||||
Goodwill | 31,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1,900 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 9,000 | |||||||
Payments to Acquire Businesses, Gross | 37,000 | |||||||
Allovue | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 2,800 | |||||||
Allovue | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 800 | |||||||
Allovue | Technology-Based Intangible Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 5,400 |
BUSINESS COMBINATIONS - Assets
BUSINESS COMBINATIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Oct. 02, 2023 | Aug. 09, 2023 | Jun. 30, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,768,966 | $ 2,740,725 | ||
Trademarks | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 8,100 | |||
Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 43,600 | |||
Technology-Based Intangible Assets | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 26,500 | |||
Hobsons, Inc. | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 10,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | (2,400) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 6,600 | |||
Goodwill | 5,700 | |||
Hobsons, Inc. | Trademarks | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 10 | |||
Hobsons, Inc. | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 4,900 | |||
Hobsons, Inc. | Technology-Based Intangible Assets | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,800 | |||
SchoolMessenger | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | 300,266 | |||
Payments to Acquire Businesses, Gross | 290,300 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 14,027 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | (1,128) | |||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (409) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | (539) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | (30,240) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 52,451 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 63 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets | 409 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 2,326 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (2,169) | |||
Goodwill | 247,815 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 93,827 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | $ (5,693) |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 191,592 | $ 173,897 | $ 376,559 | $ 333,350 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 176,011 | 162,579 | 346,182 | 311,385 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,969 | 8,475 | 21,973 | 16,653 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,612 | 2,843 | 8,404 | 5,312 |
SaaS | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 141,614 | 118,288 | 279,929 | 232,252 |
Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 19,321 | 20,197 | 36,007 | 36,429 |
Software maintenance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 28,515 | 28,215 | 57,127 | 55,324 |
License and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 2,142 | $ 7,197 | $ 3,496 | $ 9,345 |
REVENUE - Changes in Deferred R
REVENUE - Changes in Deferred Revenues (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Contract with Customer, Liability [Roll Forward] | ||
Balance at beginning of period | $ 379,783 | $ 315,839 |
Decrease from revenue recognized | (319,247) | (311,189) |
Increase from acquisitions | 5,148 | 20,526 |
Increase from current year net deferred revenue additions | 147,673 | 354,607 |
Balance at end of period | $ 213,357 | $ 379,783 |
REVENUE - Performance Obligatio
REVENUE - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Jun. 30, 2024 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of remaining performance obligations expected to be recognized | 97% |
Performance obligations expected to be recognized, expected timing | 12 months |
REVENUE - Contract Cost Assets
REVENUE - Contract Cost Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |||||
Contract costs, current | $ 8,332 | $ 8,332 | $ 7,695 | ||
Contract costs, noncurrent | 28,552 | 28,552 | 28,473 | ||
Total contract costs | 36,884 | 36,884 | $ 36,168 | ||
Amortization expense for contract costs | $ 2,000 | $ 1,500 | $ 3,900 | $ 3,000 |
ACCOUNTS RECEIVABLE - Schedule
ACCOUNTS RECEIVABLE - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | |||
Less allowance | $ (7,143) | $ (7,930) | |
Accounts receivable—net | $ 89,393 | $ 76,618 |
ACCOUNTS RECEIVABLE - Schedul_2
ACCOUNTS RECEIVABLE - Schedule of Allowance for Credit Loss (Details) $ in Thousands | Dec. 31, 2024 USD ($) |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Allowance for doubtful accounts, beginning balance | $ 7,930 |
Allowance for doubtful accounts, ending balance | $ 7,143 |
PROPERTY AND EQUIPMENT_NET (Det
PROPERTY AND EQUIPMENT—NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | $ 22,594 | $ 22,594 | $ 20,101 | ||
Less accumulated depreciation | (14,821) | (14,821) | (15,098) | ||
Property and equipment—net | 7,773 | 7,773 | 5,003 | ||
Depreciation | 900 | $ 800 | 1,800 | $ 1,700 | |
Property, Plant and Equipment, Disposals | 300 | ||||
Computer and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 15,660 | 15,660 | 16,073 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 1,148 | 1,148 | 1,641 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | $ 5,786 | $ 5,786 | $ 2,387 |
CAPITALIZED PRODUCT DEVELOPME_3
CAPITALIZED PRODUCT DEVELOPMENT COSTS—NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Gross capitalized product development costs | $ 213,802 | $ 213,802 | $ 194,341 | ||
Less accumulated amortization | (100,141) | (100,141) | (82,252) | ||
Capitalized product development costs—net | 113,661 | 113,661 | 112,089 | ||
Capitalized Computer Software, Amortization Expense, Maturity Schedule [Abstract] | |||||
45473 | 53,118 | 53,118 | |||
2025 | 106,147 | 106,147 | |||
2026 | 94,010 | 94,010 | |||
2027 | 77,118 | 77,118 | |||
2028 | 75,181 | 75,181 | |||
2029 | 261,017 | 261,017 | |||
Thereafter | 666,591 | 666,591 | $ 710,635 | ||
Capitalized Product Development Projects | |||||
Capitalized Computer Software, Amortization Expense, Maturity Schedule [Abstract] | |||||
Capitalized Computer Software, Amortization | $ 8,900 | $ 7,400 | $ 18,000 | $ 14,600 |
GOODWILL (Details)
GOODWILL (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 2,740,725 |
Additions due to acquisitions | 31,035 |
Other adjustments | (2,794) |
Ending balance | $ 2,768,966 |
OTHER INTANGIBLE ASSETS_NET - C
OTHER INTANGIBLE ASSETS—NET - Carrying Values of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets—Gross | $ 1,183,687 | $ 1,175,064 |
Accumulated Amortization | (517,096) | (464,429) |
Thereafter | 666,591 | 710,635 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets—Gross | 327,237 | 321,957 |
Accumulated Amortization | (189,373) | (169,777) |
Thereafter | $ 137,864 | $ 152,180 |
Weighted- Average Useful Life | 8 years | 8 years |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets—Gross | $ 793,808 | $ 791,253 |
Accumulated Amortization | (296,372) | (266,473) |
Thereafter | $ 497,436 | $ 524,780 |
Weighted- Average Useful Life | 14 years | 14 years |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets—Gross | $ 62,383 | $ 61,595 |
Accumulated Amortization | (31,220) | (28,092) |
Thereafter | $ 31,163 | $ 33,503 |
Weighted- Average Useful Life | 9 years | 9 years |
License and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets—Gross | $ 259 | $ 259 |
Accumulated Amortization | (131) | |
Thereafter | $ 128 | |
Weighted- Average Useful Life | 3 years | 3 years |
OTHER INTANGIBLE ASSETS_NET - A
OTHER INTANGIBLE ASSETS—NET - Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 26,256 | $ 23,684 | $ 52,691 | $ 47,363 |
Cost of revenue | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | 9,738 | 8,575 | 19,610 | 17,148 |
Selling, general, and administrative | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 16,518 | $ 15,109 | $ 33,081 | $ 30,215 |
OTHER INTANGIBLE ASSETS_NET - E
OTHER INTANGIBLE ASSETS—NET - Estimated Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
45473 | $ 53,118 | |
2025 | 106,147 | |
2026 | 94,010 | |
2027 | 77,118 | |
2028 | 75,181 | |
2029 | 261,017 | |
Thereafter | $ 666,591 | $ 710,635 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |||
Accrued compensation | $ 28,879 | $ 43,075 | |
Accrued interest | 13,888 | 12,654 | |
Accrued taxes | 297 | 1,530 | |
Other accrued expenses | 41,377 | 37,055 | |
Total accrued expenses | 128,094 | 116,271 | |
Payment for Contingent Consideration Liability, Investing Activities | (5,800) | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (99) | $ (635) | |
Tax Receivable Agreement liability, current | $ 43,653 | $ 21,957 |
Leases, Codification Topic 842
Leases, Codification Topic 842 (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Aug. 03, 2023 | |
Leases [Abstract] | ||||||
Operating Lease, Cost | $ 971 | $ 943 | $ 2,137 | $ 1,897 | ||
Short-term Lease, Cost | 36 | 3 | 66 | 19 | ||
Variable Lease, Cost | 464 | 199 | 848 | 573 | ||
Lease, Cost | 1,471 | 1,145 | 3,051 | 2,489 | ||
Operating Lease, Payments | 3,471 | 3,663 | ||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 786 | 0 | ||||
Lessee, Operating Lease, Liability, to be Paid, Year Two | 3,559 | 3,559 | ||||
Lessee, Operating Lease, Liability, to be Paid, Year Three | 1,988 | 1,988 | ||||
Lessee, Operating Lease, Liability, to be Paid, Year Four | 1,913 | 1,913 | ||||
Lessee, Operating Lease, Liability, to be Paid, Year Five | 1,905 | 1,905 | ||||
Lessee, Operating Lease, Liability, to be Paid, after Year Five | 9,661 | 9,661 | ||||
Lessee, Operating Lease, Liability, to be Paid | 21,426 | 21,426 | ||||
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 5,244 | 5,244 | ||||
Increase in operating lease liabilities | $ 16,182 | $ 16,182 | ||||
Operating Lease, Weighted Average Remaining Lease Term | 7 years 3 months 18 days | 7 years 3 months 18 days | ||||
Operating Lease, Weighted Average Discount Rate, Percent | 7.20% | 7.20% | ||||
Rent expense | 1,900 | |||||
Increase in operating lease, right-of-use assets | $ 12,892 | $ 12,892 | $ 15,998 | |||
Operating Lease, Impairment Loss | 2,300 | |||||
Lessee, Operating Lease, Liability, to be Paid, Year One | 2,400 | 2,400 | ||||
Rent expense | 1,100 | 900 | 2,300 | |||
Lessee, Lease, Description [Line Items] | ||||||
Lessee, Operating Lease, Liability, to be Paid | 21,426 | 21,426 | ||||
Increase in operating lease liabilities | 16,182 | 16,182 | ||||
Increase in operating lease, right-of-use assets | 12,892 | 12,892 | $ 15,998 | |||
Lessee, Operating Lease, Liability, to be Paid, Year One | 2,400 | 2,400 | ||||
Lessee, Operating Lease, Liability, to be Paid, Year Two | 3,559 | 3,559 | ||||
Lessee, Operating Lease, Liability, to be Paid, Year Three | 1,988 | 1,988 | ||||
Lessee, Operating Lease, Liability, to be Paid, Year Four | 1,913 | 1,913 | ||||
Lessee, Operating Lease, Liability, to be Paid, Year Five | 1,905 | 1,905 | ||||
Operating Lease, Impairment Loss | 2,300 | |||||
Property, Plant and Equipment, Disposals | 300 | |||||
Operating Lease, Cost | 971 | 943 | 2,137 | 1,897 | ||
Short-term Lease, Cost | 36 | 3 | 66 | 19 | ||
Variable Lease, Cost | 464 | 199 | 848 | 573 | ||
Lease, Cost | $ 1,471 | $ 1,145 | $ 3,051 | $ 2,489 | ||
Iris lease | ||||||
Leases [Abstract] | ||||||
Lessee, Operating Lease, Liability, to be Paid | $ 18,000 | |||||
Increase in operating lease liabilities | 12,200 | |||||
Increase in operating lease, right-of-use assets | 12,300 | |||||
Lessee, Lease, Description [Line Items] | ||||||
Lessee, Operating Lease, Liability, to be Paid | 18,000 | |||||
Increase in operating lease liabilities | 12,200 | |||||
Increase in operating lease, right-of-use assets | $ 12,300 |
LONG-TERM DEBT AND REVOLVING _3
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Narrative (Details) $ in Thousands | 6 Months Ended | |||||||
Oct. 12, 2023 USD ($) | Jul. 31, 2023 USD ($) | Aug. 01, 2018 USD ($) | Jun. 30, 2024 USD ($) | Aug. 09, 2024 USD ($) | Dec. 31, 2023 USD ($) | Oct. 02, 2023 | Jul. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 840,100 | |||||||
Debt discounts | $ 4,160 | $ 4,832 | ||||||
Debt issuance costs | 11,528 | 13,390 | ||||||
Outstanding balance | 187,000 | $ 90,000 | $ 0 | |||||
Debt Instrument, Periodic Payment | 2,100 | |||||||
Payment of debt issuance costs | $ 13,100 | 800 | ||||||
Line of Credit Facility, Increase (Decrease), Net | $ 100,000 | |||||||
2021 (remaining three months) | $ 4,190 | |||||||
Secured Debt | First Lien | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 775,000 | |||||||
Percentage of principal due quarterly | 0.25% | |||||||
Secured Debt | First Lien | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin | 3.25% | |||||||
Interest rate | 8.33% | 8.38% | ||||||
Line of Credit | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 400,000 | $ 289,000 | ||||||
Borrowings from revolving credit facility | $ 350,000 | |||||||
Commitment fee percentage | 0.50% | |||||||
First lien net coverage ratio | 7.75 | |||||||
Outstanding balance as a percentage of borrowing capacity | 35% | |||||||
Line of Credit | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin | 3.25% | |||||||
Step-down percentage | 0.50% |
LONG-TERM DEBT AND REVOLVING _4
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Schedule of Outstanding Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Less current portion of long-term debt | $ (8,379) | $ (8,379) |
Less unamortized debt discount | (4,160) | (4,832) |
Less unamortized debt issuance costs | (11,528) | (13,390) |
Total long-term debt—net | 809,669 | 811,325 |
Secured Debt | First Lien | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 833,736 | $ 837,926 |
LONG-TERM DEBT AND REVOLVING _5
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT - Maturities of Long-Term Debt (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Maturities of Long-term Debt [Abstract] | |
2025 | $ 8,379 |
2026 | 8,379 |
2027 | 812,788 |
Total | $ 833,736 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies [Line Items] | ||||
Rent expense | $ 1.1 | $ 0.9 | $ 2.3 | |
Estimated liability for incurred, but not reported, medical claims | 2 | 2 | $ 1.6 | |
Data Center, Cloud Hosting Arrangements and Other Services | ||||
Commitments and Contingencies [Line Items] | ||||
Remaining aggregate minimum purchase commitment | $ 184.9 | $ 184.9 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Lessee, Operating Lease, Liability, to be Paid, Year One | $ 2,400 |
Lessee, Operating Lease, Liability, to be Paid, Year Two | 3,559 |
Lessee, Operating Lease, Liability, to be Paid, Year Three | 1,988 |
Lessee, Operating Lease, Liability, to be Paid, Year Four | 1,913 |
Lessee, Operating Lease, Liability, to be Paid, Year Five | 1,905 |
Lessee, Operating Lease, Liability, to be Paid, Total | $ 21,426 |
STOCKHOLDERS_ EQUITY AND NON-_2
STOCKHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | 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 | 18.50% | 18.80% | |||||
Class A common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 500,000,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||
Common stock, shares issued (in shares) | 166,471,395 | 164,796,626 | |||||
Common stock, shares outstanding (in shares) | 164,796,626 | ||||||
Percentage of voting power | 81.60% | ||||||
Class B common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 300,000,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||
Common stock, shares issued (in shares) | 37,654,059 | ||||||
Common stock, shares outstanding (in shares) | 37,654,059 | 37,654,059 | |||||
Percentage of voting power | 18.60% | 18.40% |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 30, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 19,013 | $ 17,494 | $ 33,168 | $ 32,043 | ||
Future compensation cost related to unvested units | 173,700 | $ 173,700 | ||||
Future compensation cost recognition period | 2 years 7 months 6 days | |||||
Share-based Payment Arrangement, Amount Capitalized | $ 700 | $ 800 | $ 1,400 | 1,500 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 51% | 58% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 4.40% | 3.70% | ||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units granted (in shares) | 2,760,198 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 7,843,611 | 7,843,611 | 7,170,788 | |||
Vested (in shares) | (1,662,374) | |||||
Units canceled (in shares) | (425,001) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 20.51 | $ 20.51 | $ 20.22 | |||
Units granted (in dollars per share) | 21.10 | |||||
Weighted-average grant date-fair value, vested (in dollars per share) | 20.46 | |||||
Units canceled (in dollars per share) | $ 19.68 | |||||
Restricted Stock Units | 2021 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for future issuance (in shares) | 19,315,000 | |||||
Vesting percentage | 25% | |||||
market share award | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 2,400 | $ 1,300 | $ 3,700 | $ 1,400 | ||
Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units granted (in shares) | 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 0 | 16,530 | |||
Vested (in shares) | (16,530) | |||||
Units canceled (in shares) | 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | $ 8.19 | |||
Units granted (in dollars per share) | 0 | |||||
Weighted-average grant date-fair value, vested (in dollars per share) | 8.19 | |||||
Units canceled (in dollars per share) | $ 0 | |||||
Market Share Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units granted (in shares) | 371,052 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 845,898 | 845,898 | 474,846 | |||
Vested (in shares) | 0 | |||||
Units canceled (in shares) | 0 | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 27.29 | $ 27.29 | $ 26.64 | |||
Units granted (in dollars per share) | 28.13 | |||||
Weighted-average grant date-fair value, vested (in dollars per share) | $ 0 | |||||
Aggregate intrinsic value (in USD) | $ 10,400 | $ 12,600 | $ 10,400 | $ 12,600 | ||
Participation Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 500 | |||||
Units granted (in shares) | 537,799 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 537,799 | 537,799 | 0 | |||
Vested (in shares) | 0 | |||||
Units canceled (in shares) | 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 16.89 | $ 16.89 | $ 0 | |||
Units granted (in dollars per share) | 16.89 | |||||
Weighted-average grant date-fair value, vested (in dollars per share) | $ 0 | |||||
Aggregate intrinsic value (in USD) | $ 9,100 | $ 9,100 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Restricted Stock Unit and Restricted Stock Awards Activity (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Restricted Stock Units | |
Restricted Stock Units | |
Beginning balance (in shares) | shares | 7,170,788 |
Granted (in shares) | shares | 2,760,198 |
Vested (in shares) | shares | (1,662,374) |
Canceled (in shares) | shares | (425,001) |
Ending balance (in shares) | shares | 7,843,611 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 20.22 |
Granted (in dollars per share) | $ / shares | 21.10 |
Vested (in dollars per share) | $ / shares | 20.46 |
Canceled (in dollars per share) | $ / shares | 19.68 |
Ending balance (in dollars per share) | $ / shares | $ 20.51 |
Restricted Stock Awards | |
Restricted Stock Units | |
Beginning balance (in shares) | shares | 16,530 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (16,530) |
Canceled (in shares) | shares | 0 |
Ending balance (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 8.19 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 8.19 |
Canceled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 0 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation | $ 19,013 | $ 17,494 | $ 33,168 | $ 32,043 |
Cost of revenue | Subscriptions and support | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation | 1,967 | 1,623 | 3,430 | 3,011 |
Cost of revenue | Service | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation | 796 | 919 | 1,475 | 1,730 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation | 4,779 | 4,536 | 8,259 | 8,265 |
Selling, general, and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation | $ 11,471 | $ 10,416 | $ 20,004 | $ 19,037 |
EARNINGS (LOSS) PER SHARE ATTRI
EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) - Schedule of Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (25,704) | $ (22,848) | $ (4,295) | $ (14,813) | $ (48,552) | $ (19,108) |
Less: Net loss attributable to non-controlling interest | $ (5,693) | $ (1,100) | $ (8,983) | $ (4,060) | ||
Denominator: | ||||||
Weighted average shares of Class A common stock outstanding - basic (in shares) | 166,040,370 | 163,067,859 | 165,538,730 | 161,794,290 | ||
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 203,694,429 | 200,721,918 | 203,192,789 | 161,794,290 | ||
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic (in dollars per share) | $ (0.12) | $ (0.02) | $ (0.24) | $ (0.09) | ||
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share) | $ (0.12) | $ (0.02) | $ (0.24) | $ (0.09) | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ (20,011) | $ (3,195) | $ (39,569) | $ (15,048) | ||
Net Income (Loss) Available to Common Stockholders, Diluted | (24,916) | (4,080) | (49,047) | (15,048) | ||
Net income (loss) | (20,011) | (3,195) | (39,569) | (15,048) | ||
Net Income (Loss) Attributable to Parent, Diluted | $ (24,916) | $ (4,080) | $ (49,047) | $ (15,048) | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Weighted average shares of Class A common stock outstanding - basic (in shares) | 166,040,370 | 163,067,859 | 165,538,730 | 161,794,290 | ||
Net income (loss) | $ (20,011) | $ (3,195) | $ (39,569) | $ (15,048) | ||
Net Income (Loss) Attributable to Parent, Diluted | $ (24,916) | $ (4,080) | $ (49,047) | $ (15,048) | ||
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 203,694,429 | 200,721,918 | 203,192,789 | 161,794,290 | ||
Net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted (in dollars per share) | $ (0.12) | $ (0.02) | $ (0.24) | $ (0.09) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total excluded from diluted EPS calculation (in shares) | 8,689,509 | 9,314,549 | 8,689,509 | 46,968,608 | ||
LLC units | ||||||
Denominator: | ||||||
Unvested RSAs and RSUs (in shares) | 37,654,059 | 37,654,059 | 37,654,059 | 0 | ||
Participating Securities, Distributed and Undistributed Earnings (Loss), Diluted | $ (4,905) | $ (885) | $ (9,478) | $ 0 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Unvested RSAs and RSUs (in shares) | 37,654,059 | 37,654,059 | 37,654,059 | 0 | ||
Participating Securities, Distributed and Undistributed Earnings (Loss), Diluted | $ (4,905) | $ (885) | $ (9,478) | $ 0 | ||
Unvested RSAs and RSUs | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total excluded from diluted EPS calculation (in shares) | 7,843,611 | 8,839,703 | 7,843,611 | 8,839,703 | ||
LLC units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total excluded from diluted EPS calculation (in shares) | 0 | 0 | 0 | 37,654,059 | ||
Member Units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total excluded from diluted EPS calculation (in shares) | 845,898 | 474,846 |
EARNINGS (LOSS) PER SHARE ATT_2
EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (EPS) - Schedule of Antidilutive Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total excluded from diluted EPS calculation (in shares) | 8,689,509 | 9,314,549 | 8,689,509 | 46,968,608 |
Unvested RSAs and RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total excluded from diluted EPS calculation (in shares) | 7,843,611 | 8,839,703 | 7,843,611 | 8,839,703 |
LLC units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total excluded from diluted EPS calculation (in shares) | 0 | 0 | 0 | 37,654,059 |
Market Share Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total excluded from diluted EPS calculation (in shares) | 845,898 | 474,846 |
INCOME TAXES - Income (Loss) be
INCOME TAXES - Income (Loss) before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Loss before income taxes | $ (30,436) | $ (6,019) | $ (48,413) | $ (20,877) |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Deferred: | ||||
Total provision for income taxes | $ (4,732) | $ (1,724) | $ 139 | $ (1,769) |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 15.50% | 28.40% | (0.30%) | 8.50% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Income Tax Disclosure [Abstract] | |
Payments to affiliates, as a percentage of total tax benefits | 85% |
Income Tax Examination, Non-Current Liability | $ 375.6 |
Unrecognized tax benefits that would impact effective tax rate | $ 10.9 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Consulting and Implementation Services | Onex Partners Manager LP | |||||
Related Party Transaction [Line Items] | |||||
Amount of transactions with related parties | $ 0 | ||||
Consulting and Implementation Services | Affiliated Entity with Common Ownership | |||||
Related Party Transaction [Line Items] | |||||
Purchases from related parties | $ 0.6 | $ 2.6 | $ 1.9 | 7.4 | |
Amount of transactions with related parties | $ (0.2) | (0.1) | |||
Reseller Agreement | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Amount of transactions with related parties | 40.4 | ||||
Costs and Expenses, Related Party | $ 4 | $ 4 | $ 8 | 6.3 | |
Secondary offering | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Costs and Expenses, Related Party | $ 1.4 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Retirement Benefits [Abstract] | ||||
Employer matching contributions | $ 2.7 | $ 2.7 | $ 5.4 | $ 5.4 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Thousands | 1 Months Ended |
Aug. 09, 2024 USD ($) | |
Subsequent Event [Line Items] | |
Repayments of lines of credit | $ 97,000 |