United States securities and exchange commission logo
June 17, 2021
Hardeep Gulati
Chief Executive Officer
PowerSchool Holdings, Inc.
150 Parkshore Dr.
Folsom, CA 95630
Re: PowerSchool
Holdings, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed June 2, 2021
File No. 333-255067
Dear Mr. Gulati:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-1
Dilution, page 87
1. Please explain to us
your rationale for assuming in your calculation of dilution that Topco
LLC had all of its LLC
Units redeemed or exchanged for newly-issued shares of Class A
common stock. Tell us
how adjusting for the assumed redemption will impact the amount
of dilution in net
tangible book value per share to the investors in this offering.
Hardeep Gulati
FirstName LastNameHardeep
PowerSchool Holdings, Inc. Gulati
Comapany
June NamePowerSchool Holdings, Inc.
17, 2021
June 17,
Page 2 2021 Page 2
FirstName LastName
Management's Discussion and Analysis
Liquidity and Capital Resources, page 120
2. We note your disclosure on page 122 of the outstanding balance on your
Revolving Credit
Agreement as of March 31, 2021 as well as subsequent borrowings
through June 2, 2021.
Please revise to quantify the remaining balance available for
borrowings on your
Revolving Credit Agreement as of March 31, 2021.
3. Please revise your discussion of cash flows from operating activities
for the quarter ended
March 31, 2021 to more fully address the reason for the decrease in
deferred revenues.
We note that the decrease in deferred revenue is nearly 57%, or $22
million, higher than it
was in the quarter ended March 31, 2020.
Critical Accounting Policies and Estimates, page 126
4. Please revise your discussion of Management Incentive Unit-Based
Compensation on
page 130 to indicate if the performance conditions were considered
probable as of March
31, 2021. As a related matter, we note your planned pro forma
adjustment (j) related to
compensation expense on page 101. Please revise your MD&A to quantify
how your
results of operations will be impacted by the anticipated increase in
stock-based
compensation expense in connection with this offering.
Severin Holdings, LLC Consolidated Financial Statements
3. Business Combinations, page F-25
5. We note that you have not provided financial statements or pro forma
financial
information for your acquisition of Hobsons, Inc. Please provide us
with the significant
tests you performed to determine that this information was not
required under Rule 3-
05 and Article 11 of Regulation S-X.
General
6. We note that your graphics includes ARR and Net Revenue Retention for
the fiscal year
ended December 31, 2020. To provide a more balanced picture of your
financial
condition, please disclose your net loss for the same period with
equal prominence.
Further, please define your metrics or cross reference to where the
definitions are located,
and specify the periods measured.
You may contact Lisa Etheredge, Senior Staff Accountant, at (202) 551-
3424 or Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you
have questions
regarding comments on the financial statements and related matters. Please
contact Edwin Kim,
Staff Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.
Hardeep Gulati
PowerSchool Holdings, Inc.
June 17, 2021
Page 3
Sincerely,
FirstName LastNameHardeep Gulati
Division of Corporation Finance
Comapany NamePowerSchool Holdings, Inc.
Office of Technology
June 17, 2021 Page 3
cc: Robert M. Hayward, P.C.
FirstName LastName