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PowerSchool Announces Second Quarter Financial Results

  • Second quarter total revenue increased 10% year-over-year to $191.6 million, meeting outlook
  • Second quarter GAAP net loss was $25.7 million, representing 13% of total revenue, and Adjusted EBITDA* increased 9% year-over-year to $66.6 million, meeting outlook and representing 35% of total revenue

PowerSchool Holdings, Inc. (NYSE: PWSC) ("PowerSchool" or the “Company”), the leading provider of cloud-based software for K-12 education in North America, today announced financial results for its second quarter ended June 30, 2024.

“I'm pleased with our second quarter performance, which highlights our market leadership in K-12 software and the continued demand for our comprehensive platform of mission-critical products. We demonstrated continued innovation momentum with the launch of new and exciting products such as MyPowerHub and two additional modules of our AI-powered PowerBuddy platform," said Hardeep Gulati, PowerSchool CEO. "We look forward to the next chapter in PowerSchool's growth story with our partnership with Bain Capital."

Second Quarter 2024 Financial Highlights

  • Revenue: Total revenue was $191.6 million for the three months ended June 30, 2024, up 10% year-over-year.
  • S&S Revenue: Subscriptions and support revenue was $170.1 million, up 16% year-over-year.
  • Gross Profit: GAAP gross profit was $111.8 million, representing 58% of total revenue, and Adjusted Gross Profit* was $133.6 million, representing 70% of total revenue.
  • Net Income/Loss: GAAP net loss was $25.7 million, representing 13% of total revenue, and Non-GAAP Net Income* was $48.1 million, representing 25% of total revenue.
  • Adjusted EBITDA: Adjusted EBITDA* was $66.6 million, up 9% year-over-year and representing 35% of total revenue.
  • Earnings/Loss Per Share: GAAP net loss per diluted share was $0.12 on 203.7 million shares outstanding. Non-GAAP net income per diluted share* was $0.23 on 205.0 million shares outstanding.
  • Cash Flow: Net cash used in operating activities was $47.4 million, representing 25% of total revenue.

* Definitions of the key business metrics and the non-GAAP financial measures used in this press release and reconciliations of such measures to the most closely comparable GAAP measures are included below under the headings “Definitions of Certain Key Business Metrics” and “Use and Reconciliation of Non-GAAP Financial Measures.”

Recent Business Highlights

  • Customer Momentum: Won several notable deals in the quarter, including a data-as-a-service (DaaS) cross-sell win with the Arkansas State Department of Education and cross-sells to Springfield School District 186, Idea Public Schools, Hawthorne School District, and Orleans Parish School District.
  • New Product Launch: Announced the launch of MyPowerHub, a next-generation communications platform designed to transform how schools communicate with parents, students, and staff. MyPowerHub offers a suite of features including student information such as grades, assignments, attendance, and schedules, as well as personalized notifications, event calendars, and secure messaging through a single, seamless interface, enhancing communication and collaboration within K-12 communities while generating significant cost savings for school districts by eliminating the need for multiple other software programs.
  • 2024 Education Focus Report: Released the PowerSchool 2024 Education Focus Report for the 2024-2025 school year, offering an in-depth analysis of key challenges and innovations shaping the U.S. education landscape. Drawing from a national survey of 1,620 educators, the report provides critical insights into the evolving needs and priorities of the education community. Key findings include: 1) personalized learning drives student success, 2) growing importance of AI in education, 3) bold leadership and data utilization are key priorities, 4) evolving education workforce, and 5) strengthening school-home connections.
  • Delivering AI: Announced general availability of two additional AI-powered solutions, PowerBuddy for Learning Student Assistant and PowerBuddy for Data Analysis, which enhance the educational experience and streamline data analysis:
    • PowerBuddy for Learning Student Assistant: Integrated into the popular PowerSchool Schoology Learning Management System, PowerBuddy for Learning is a secure AI assistant designed to offer personalized guidance and enhance the learning experience for students. By leveraging conversational AI, PowerBuddy delivers contextually relevant prompts that are customized to each student’s grade level, lesson content, and assignments. This encourages deeper exploration of topics and ensures students receive the necessary guidance and resources aligned with district and state standards, all tailored to their individual learning styles.
    • PowerBuddy for Data Analysis: Acts as a co-pilot, revolutionizing data analysis by allowing users to access data seamlessly through natural language conversations. This cutting-edge AI assistant significantly reduces response times for data requests by removing the need for query writing, automating data visualizations, and generating comprehensive data analyses. These features enable educators and administrators to make well-informed decisions with unprecedented speed and ease.
  • International Product Enhancements: Launched translated and localized products for the Middle East, which will allow educators in the region to accomplish critical administrative, classroom, and communication workflows by leveraging newly embedded Arabic translations, right-to-left interface display, Hijri calendar overlay, and more. By providing an Arabic interface, PowerSchool aims to empower educational institutions and facilitate learning for diverse communities.

Commenting on the Company’s results, Eric Shander, PowerSchool President and CFO, added, “We delivered another strong quarter consistent with our philosophy of double-digit top line growth and margin expansion. I am confident our comprehensive suite of mission-critical software products will continue to meaningfully improve school district operations and drive significant long-term value for the entire K-12 ecosystem."

In light of the proposed transaction with Bain Capital, which was announced on June 7, 2024, PowerSchool will not host an earnings conference call and is suspending its practice of providing financial guidance. PowerSchool currently expects to close the transaction in the second half of 2024.

Important disclosures in this earnings release about and reconciliations of historical non-GAAP financial measures to the most closely comparable GAAP measures are provided below under “Use and Reconciliation of Non-GAAP Financial Measures.”

About PowerSchool

PowerSchool (NYSE: PWSC) is the leading provider of cloud-based software for K-12 education in North America. Its mission is to power the education ecosystem with unified technology that helps educators and students realize their full potential, in their way. PowerSchool connects students, teachers, administrators, and parents, with the shared goal of improving student outcomes. From the office to the classroom to the home, it 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. PowerSchool supports over 60 million students globally and more than 18,000 customers, including over 90 of the 100 largest districts by student enrollment in the United States, and sells solutions in over 90 countries globally. Visit www.powerschool.com to learn more.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harder provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements are not assurances of future performance and may include information concerning possible or assumed future results of operations, including our financial outlook and descriptions of our business plan and strategies. Forward-looking statements are based on PowerSchool management’s beliefs, as well as assumptions made by, and information currently available to, them. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: our history of cumulative losses; competition; our ability to attract new customers on a cost-effective basis and the extent to which existing customers renew and upgrade their subscriptions; our ability to sustain and expand revenues, maintain profitability, and to effectively manage our anticipated growth; our ability to retain, hire, and integrate skilled personnel including our senior management team; our ability to identify acquisition targets and to successfully integrate and operate acquired businesses; our ability to maintain and expand our strategic relationships with third parties, including with state and local government entities; the seasonality of our sales and customer growth; our reliance on third-party software and intellectual property licenses; our ability to obtain, maintain, protect, and enforce intellectual property protection for our current and future solutions; the impact of potential information technology or data security breaches or other cyber-attacks or other disruptions; and the other factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report"), filed with the Securities Exchange Commission (“SEC”). Copies of the Annual Report may be obtained from the Company or the SEC.

We caution you that the factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. We undertake no obligation to publicly update forward-looking statements, whether written or oral, to reflect future events, future developments or circumstances, or new information.

Use and Reconciliation of Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operating performance. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. The non-GAAP financial information is presented for analytical and supplemental informational purposes only, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

Adjusted Gross Profit: Adjusted Gross Profit is a supplemental measure of operating performance that is not made under GAAP and that does not represent, and should not be considered as, an alternative to gross profit, as determined in accordance with GAAP. We define Adjusted Gross Profit as gross profit, adjusted for depreciation, share-based compensation expense and the related employer payroll tax, restructuring and acquisition-related expenses, and amortization of acquired intangible assets and capitalized product development costs. We use Adjusted Gross Profit to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short-term and long-term operating plans. We believe that Adjusted Gross Profit is a useful measure to us and to our investors because it provides consistency and comparability with our past financial performance and between fiscal periods, as the metric generally eliminates the effects of the variability of depreciation, share-based compensation, restructuring expense, acquisition-related expenses, and amortization of acquired intangibles and capitalized product development costs from period to period, which may fluctuate for reasons unrelated to overall operating performance. We believe that the use of this measure enables us to more effectively evaluate our performance period-over-period and relative to our competitors.

Non-GAAP Net Income (Loss), Non-GAAP Cost of Revenue and Operating Expenses, and Adjusted EBITDA: Non-GAAP Net Income (Loss), Non-GAAP Cost of Revenue, Non-GAAP Operating Expenses, and Adjusted EBITDA are supplemental measures of operating performance that are not made under GAAP and that do not represent, and should not be considered as, an alternative to net income (loss), GAAP cost of revenue, and GAAP operating expenses, as applicable. We define Non-GAAP Net Income (Loss) as net income (loss) adjusted for depreciation and amortization, share-based compensation expense and the related employer payroll tax, management fees, restructuring expense, and acquisition-related expenses. We define Non-GAAP Cost of Revenue and Operating Expenses as their respective GAAP measures adjusted for share-based compensation expense and the related employer payroll tax, management fees, restructuring expense, and acquisition-related expense. We define Adjusted EBITDA as net income (loss) adjusted for all of the above items, net interest expense, nonrecurring litigation expense, provision for (benefit from) income tax, and other one-time costs. We use Non-GAAP Net Income, Non-GAAP Cost of Revenue, Non-GAAP Operating Expenses, and Adjusted EBITDA to understand and evaluate our core operating performance and trends and to develop short-term and long-term operating plans. We believe that Non-GAAP Net Income and Adjusted EBITDA facilitate comparison of our operating performance on a consistent basis between periods and, when viewed in combination with our results prepared in accordance with GAAP, help provide a broader picture of factors and trends affecting our results of operations.

Free Cash Flow and Unlevered Free Cash Flow: Free Cash Flow and Unlevered Free Cash Flow are supplemental measures of liquidity that are not made under GAAP and that do not represent, and should not be considered as, an alternative to cash flow from operations, as determined by GAAP. We define Free Cash Flow as net cash provided by operating activities less cash used for purchases of property and equipment and capitalized product development costs plus proceeds from the sale of property and equipment. We define Unlevered Free Cash Flow as Free Cash Flow plus cash paid for interest on outstanding debt. We believe that Free Cash Flow and Unlevered Free Cash Flow are useful indicators of liquidity that provide information to management and investors about the amount of cash generated by our operations inclusive of that used for investments in property and equipment and capitalized product development costs as well as cash paid for interest on outstanding debt.

These non-GAAP financial measures have their limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, these non-GAAP financial measures should not be considered as a replacement for their respective comparable financial measures, as determined by GAAP, or as a measure of our profitability or liquidity. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures only for supplemental purposes.

For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure, please see “Reconciliation of GAAP to Non-GAAP Financial Measures” below.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

 

(in thousands except per share data)

Three Months Ended

June 30,

 

Six Months Ended

June 30,

 

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Revenue:

 

 

 

 

 

 

 

Subscriptions and support

$

170,129

 

 

$

146,503

 

 

$

337,056

 

 

$

287,576

 

Service

 

19,321

 

 

 

20,197

 

 

 

36,007

 

 

 

36,429

 

License and other

 

2,142

 

 

 

7,197

 

 

 

3,496

 

 

 

9,345

 

Total revenue

 

191,592

 

 

 

173,897

 

 

 

376,559

 

 

 

333,350

 

Cost of revenue:

 

 

 

 

 

 

 

Subscriptions and support

 

47,768

 

 

 

36,781

 

 

 

94,095

 

 

 

74,975

 

Service

 

12,210

 

 

 

15,123

 

 

 

25,593

 

 

 

29,446

 

License and other

 

1,148

 

 

 

1,017

 

 

 

2,219

 

 

 

1,968

 

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

 

 

 

 

 

 

1,029

 

 

 

 

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 (income) expenses—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 loss attributable to PowerSchool Holdings, Inc. Class A common stock:

 

 

 

 

 

 

 

Basic

 

(20,011

)

 

 

(3,195

)

 

 

(39,569

)

 

 

(15,048

)

Diluted

 

(24,916

)

 

 

(4,080

)

 

 

(49,047

)

 

 

(15,048

)

Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, basic

$

(0.12

)

 

$

(0.02

)

 

$

(0.24

)

 

$

(0.09

)

Net loss attributable to PowerSchool Holdings, Inc. per share of Class A common stock, diluted

$

(0.12

)

 

$

(0.02

)

 

$

(0.24

)

 

$

(0.09

)

Weighted average shares of Class A common stock:

 

 

 

 

 

 

 

Basic

 

166,040,370

 

 

 

163,067,859

 

 

 

165,538,730

 

 

 

161,794,290

 

Diluted

 

203,694,429

 

 

 

200,721,918

 

 

 

203,192,789

 

 

 

161,794,290

 

Other comprehensive income (loss), net of taxes:

 

 

 

 

 

 

 

Foreign currency translation

 

(304

)

 

 

21

 

 

 

(1,038

)

 

 

108

 

Change in unrealized loss on investments

 

 

 

 

 

 

 

 

 

 

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

)

 

CONSOLIDATED BALANCE SHEETS

(unaudited)

 

(in thousands)

June 30, 2024

 

December 31, 2023

Assets

 

 

 

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

 

Operating lease right-of-use assets

 

12,892

 

 

 

15,998

 

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

 

Liabilities and Stockholders’ Equity

 

 

 

Current Liabilities:

 

 

 

Accounts payable

$

14,200

 

 

$

13,629

 

Accrued expenses

 

128,094

 

 

 

116,271

 

Operating lease liabilities, current

 

3,398

 

 

 

4,958

 

Deferred revenue, current

 

206,482

 

 

 

373,672

 

Revolving credit facility

 

187,000

 

 

 

 

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

 

Operating lease liabilities—net of current

 

12,784

 

 

 

13,359

 

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

 

Stockholders' Equity:

 

 

 

Class A common stock, $0.0001 par value per share, 500,000,000 shares authorized, 166,471,395 and 164,796,626 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

 

16

 

 

 

16

 

Class B common stock, $0.0001 par value per share, 300,000,000 shares authorized, 37,654,059 and 37,654,059 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

 

4

 

 

 

4

 

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

 

 

 

1,299,827

 

Non-controlling interest

 

449,050

 

 

 

455,460

 

Total stockholders' equity

 

1,738,619

 

 

 

1,755,287

 

Total liabilities and stockholders' equity

$

3,761,242

 

 

$

3,776,882

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

(in thousands)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net loss

$

(25,704

)

 

$

(4,295

)

 

$

(48,552

)

 

$

(19,108

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

36,049

 

 

 

31,873

 

 

 

72,477

 

 

 

63,664

 

Share-based compensation

 

19,013

 

 

 

17,494

 

 

 

33,168

 

 

 

32,043

 

Amortization of operating lease right-of-use assets

 

600

 

 

 

811

 

 

 

1,451

 

 

 

1,599

 

Change in fair value of contingent consideration

 

(119

)

 

 

(185

)

 

 

(99

)

 

 

(635

)

Amortization of debt issuance costs

 

1,487

 

 

 

885

 

 

 

2,975

 

 

 

1,761

 

(Benefit from) provision for allowance for doubtful accounts

 

318

 

 

 

995

 

 

 

(953

)

 

 

1,364

 

Loss (gain) on lease modification

 

2,329

 

 

 

1

 

 

 

2,291

 

 

 

53

 

Loss (gain) on sale/disposal of property and equipment

 

315

 

 

 

(7

)

 

 

(501

)

 

 

41

 

Changes in operating assets and liabilities — net of effects of acquisitions:

 

 

 

 

 

 

 

Accounts receivables

 

(28,589

)

 

 

(33,510

)

 

 

(10,841

)

 

 

(25,151

)

Prepaid expenses and other current assets

 

4,968

 

 

 

4,448

 

 

 

(4,954

)

 

 

(2,687

)

Other assets

 

185

 

 

 

(994

)

 

 

376

 

 

 

(3,277

)

Accounts payable

 

1,992

 

 

 

(433

)

 

 

1,346

 

 

 

(183

)

Accrued expenses

 

16,756

 

 

 

4,305

 

 

 

(8,615

)

 

 

(12,207

)

Other liabilities

 

(1,796

)

 

 

(1,855

)

 

 

(3,449

)

 

 

(3,607

)

Deferred taxes

 

(5,482

)

 

 

(2,339

)

 

 

(948

)

 

 

(2,834

)

Tax Receivable Agreement liability

 

623

 

 

 

370

 

 

 

945

 

 

 

385

 

Deferred revenue

 

(70,300

)

 

 

(50,275

)

 

 

(173,156

)

 

 

(123,962

)

Net cash used in operating activities

 

(47,355

)

 

 

(32,711

)

 

 

(137,039

)

 

 

(92,741

)

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of property and equipment

 

(1,064

)

 

 

(582

)

 

 

(4,951

)

 

 

(938

)

Proceeds from sale of property and equipment

 

839

 

 

 

 

 

 

839

 

 

 

 

Investment in capitalized product development costs

 

(9,114

)

 

 

(10,272

)

 

 

(18,070

)

 

 

(19,948

)

Acquisitions—net of cash acquired

 

 

 

 

 

 

 

(36,062

)

 

 

 

Payment of acquisition-related deferred consideration

 

 

 

 

 

 

 

(5,800

)

 

 

 

Net cash used in investing activities

 

(9,339

)

 

 

(10,854

)

 

 

(64,044

)

 

 

(20,886

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Taxes paid related to the net share settlement of equity awards

 

(52

)

 

 

(141

)

 

 

(117

)

 

 

(1,425

)

Proceeds from Revolving Credit Agreement

 

210,000

 

 

 

10,000

 

 

 

350,000

 

 

 

10,000

 

Repayment of Revolving Credit Agreement

 

(148,000

)

 

 

 

 

 

(163,000

)

 

 

 

Repayment of First Lien Debt

 

(2,095

)

 

 

(1,938

)

 

 

(4,190

)

 

 

(3,875

)

Payment of contingent consideration

 

 

 

 

 

 

 

(245

)

 

 

 

Net cash (used in) provided by financing activities

 

59,853

 

 

 

7,921

 

 

 

182,448

 

 

 

4,700

 

Effect of foreign exchange rate changes on cash

$

94

 

 

$

(235

)

 

$

259

 

 

$

(161

)

Net increase in cash, cash equivalents, and restricted cash

 

3,253

 

 

 

(35,879

)

 

 

(18,376

)

 

 

(109,088

)

Cash, cash equivalents, and restricted cash—Beginning of period

 

17,925

 

 

 

64,773

 

 

 

39,554

 

 

 

137,982

 

Cash, cash equivalents, and restricted cash—End of period

$

21,178

 

 

$

28,894

 

 

$

21,178

 

 

$

28,894

 

 

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(unaudited)

 

Reconciliation of gross profit to Adjusted Gross Profit

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

(in thousands)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

 

 

 

 

 

 

 

 

Gross profit

$

111,761

 

 

$

104,868

 

 

$

216,867

 

 

$

194,832

 

Depreciation

 

61

 

 

 

163

 

 

 

212

 

 

 

415

 

Share-based compensation (1)

 

3,015

 

 

 

2,654

 

 

 

5,288

 

 

 

5,112

 

Restructuring (2)

 

(62

)

 

 

524

 

 

 

1,216

 

 

 

537

 

Acquisition-related expense (3)

 

158

 

 

 

47

 

 

 

334

 

 

 

134

 

Amortization

 

18,644

 

 

 

15,945

 

 

 

37,573

 

 

 

31,715

 

Adjusted Gross Profit

$

133,577

 

 

$

124,201

 

 

$

261,490

 

 

$

232,745

 

Gross Profit Margin (4)

 

58.3

%

 

 

60.3

%

 

 

57.6

%

 

 

58.4

%

Adjusted Gross Profit Margin (5)

 

69.7

%

 

 

71.4

%

 

 

69.4

%

 

 

69.8

%

 

(1)

 

Refers to expenses in cost of revenue associated with share-based compensation.

(2)

 

Refers to expenses in cost of revenue related to migration of customers from legacy to core products, and severance expense related to offshoring activities and executive departures.

(3)

 

Refers to expenses in cost of revenue incurred to execute and integrate acquisitions, including retention awards, and severance for acquired employees.

(4)

 

Represents gross profit as a percentage of revenue.

(5)

 

Represents Adjusted Gross Profit as a percentage of revenue.

 

Reconciliation of net loss to Adjusted EBITDA

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

(in thousands)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

 

 

 

 

 

 

 

 

Net loss

$

(25,704

)

 

$

(4,295

)

 

$

(48,552

)

 

$

(19,108

)

Add:

 

 

 

 

 

 

 

Amortization

 

35,162

 

 

 

31,050

 

 

 

70,654

 

 

 

61,924

 

Depreciation

 

887

 

 

 

822

 

 

 

1,824

 

 

 

1,741

 

Interest expense - net (1)

 

23,193

 

 

 

16,101

 

 

 

44,189

 

 

 

30,130

 

Income tax benefit

 

(4,732

)

 

 

(1,724

)

 

 

139

 

 

 

(1,769

)

Share-based compensation

 

20,014

 

 

 

17,910

 

 

 

34,699

 

 

 

33,391

 

Management fees (2)

 

81

 

 

 

95

 

 

 

161

 

 

 

158

 

Restructuring (3)

 

17,228

 

 

 

917

 

 

 

21,086

 

 

 

2,283

 

Acquisition-related expense (4)

 

1,226

 

 

 

314

 

 

 

4,428

 

 

 

1,848

 

Change in tax reserves (5)

 

(798

)

 

 

 

 

 

(798

)

 

 

 

Adjusted EBITDA

$

66,557

 

 

$

61,190

 

 

$

127,830

 

 

$

110,598

 

 

 

 

 

 

 

 

 

Net loss margin(6)

 

(13.4

)%

 

 

(2.5

)%

 

 

(12.9

)%

 

 

(5.7

)%

Adjusted EBITDA Margin (7)

 

34.7

%

 

 

35.2

%

 

 

33.9

%

 

 

33.2

%

 

(1)

 

Interest expense, net of interest income.

(2)

 

Refers to expense associated with collaboration with our principal stockholders and their internal consulting groups.

(3)

 

Refers to costs incurred related to migration of customers from legacy to core products, remaining lease obligations for abandoned facilities, severance expense related to offshoring activities, facility closures, loss on modification of debt, nonrecurring litigation expense, executive departures, and costs related to the Bain transaction.

(4)

 

Refers to direct transaction and debt-related fees reflected in our acquisition costs line item of our income statement and incremental acquisition-related costs that are incurred to perform diligence, execute and integrate acquisitions, including retention awards and severance for acquired employees, and other transaction and integration expenses. Also, refers to the fair value adjustments recorded to the contingent consideration liability related to the acquisitions of Kinvolved, Chalk, and SchoolMessenger. These incremental costs are embedded in our research and development, selling, general and administrative, and cost of revenue line items.

(5)

 

Refers to income recognized due to the change in tax reserves.

(6)

 

Represents net loss as a percentage of revenue.

(7)

 

Represents Adjusted EBITDA as a percentage of revenue.

 

Reconciliation of net loss to Non-GAAP Net Income

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

(in thousands, except per share data)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

 

 

 

 

 

 

 

 

Net loss

$

(25,704

)

 

$

(4,295

)

 

$

(48,552

)

 

$

(19,108

)

Add:

 

 

 

 

 

 

 

Amortization

 

35,162

 

 

 

31,050

 

 

 

70,654

 

 

 

61,924

 

Depreciation

 

887

 

 

 

822

 

 

 

1,824

 

 

 

1,741

 

Share-based compensation

 

20,014

 

 

 

17,910

 

 

 

34,699

 

 

 

33,391

 

Management fees (1)

 

81

 

 

 

95

 

 

 

161

 

 

 

158

 

Restructuring (2)

 

17,228

 

 

 

917

 

 

 

21,086

 

 

 

2,283

 

Acquisition-related expense (3)

 

1,226

 

 

 

314

 

 

 

4,428

 

 

 

1,848

 

Change in tax reserves (4)

 

(798

)

 

 

 

 

 

(798

)

 

 

 

Non-GAAP Net Income

$

48,096

 

 

$

46,813

 

 

$

83,502

 

 

$

82,237

 

 

 

 

 

 

 

 

 

Weighted-average Class A common stock used in computing GAAP net loss per share, basic

 

166,040,370

 

 

 

163,067,859

 

 

 

165,538,730

 

 

 

161,794,290

 

Weighted-average Class A common stock used in computing GAAP net loss per share, diluted

 

203,694,429

 

 

 

200,721,918

 

 

 

203,192,789

 

 

 

161,794,290

 

 

 

 

 

 

 

 

 

Weighted-average shares Class A common stock used in computing Non-GAAP net income, basic

 

166,040,370

 

 

 

163,067,859

 

 

 

165,538,730

 

 

 

161,794,290

 

Dilutive impact of LLC Units

 

37,654,059

 

 

 

37,654,059

 

 

 

37,654,059

 

 

 

37,654,059

 

Dilutive impact of Restricted Shares and RSUs

 

410,051

 

 

 

708,939

 

 

 

485,059

 

 

 

832,748

 

Dilutive impact of Market-share units

 

941,558

 

 

462,342

 

 

 

725,936

 

 

 

244,184

 

Weighted-average shares Class A common stock used in computing Non-GAAP net income per share - diluted

 

205,046,038

 

 

 

201,893,199

 

 

 

204,403,784

 

 

 

200,525,281

 

 

 

 

 

 

 

 

 

GAAP net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic

$

(0.12

)

 

$

(0.02

)

 

$

(0.24

)

 

$

(0.09

)

Non-GAAP net income attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - basic

$

0.29

 

 

$

0.29

 

 

$

0.50

 

 

$

0.51

 

GAAP net loss attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted

$

(0.12

)

 

$

(0.02

)

 

$

(0.24

)

 

$

(0.09

)

Non-GAAP net income attributable to the PowerSchool Holdings, Inc. per share of Class A common stock - diluted

$

0.23

 

 

$

0.23

 

 

$

0.41

 

 

$

0.41

 

 

(1)

 

Refers to expense associated with collaboration with our principal stockholders and their internal consulting groups.

(2)

 

Refers to costs incurred related to migration of customers from legacy to core products, remaining lease obligations for abandoned facilities, severance expense related to offshoring activities, facility closures, executive departures, loss on modification of debt, nonrecurring litigation expense, and costs related to the Bain transaction.

(3)

 

Refers to direct transaction and debt-related fees reflected in our acquisition costs line item of our income statement and incremental acquisition-related costs that are incurred to perform diligence, execute and integrate acquisitions, including retention awards and severance for acquired employees, and other transaction and integration expenses. Also, refers to the fair value adjustments recorded to the contingent consideration liability related to the acquisitions of Kinvolved, Chalk, and SchoolMessenger. These incremental costs are embedded in our research and development, selling, general and administrative, and cost of revenue line items.

(4)

 

Refers to income recognized due to the change in tax reserves.

 

Reconciliation of GAAP to Non-GAAP Cost of Revenue and Operating Expenses

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

(in thousands)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

 

 

 

 

 

 

 

 

GAAP Cost of Revenue - Subscription and Support

$

47,768

 

$

36,781

 

$

94,095

 

$

74,975

Less:

 

 

 

 

 

 

 

Share-based compensation

 

2,147

 

 

 

1,700

 

 

 

3,696

 

 

 

3,256

 

Restructuring

 

(62

)

 

 

523

 

 

 

959

 

 

 

523

 

Acquisition-related expense

 

121

 

 

 

38

 

 

 

257

 

 

 

61

 

Non-GAAP Cost of Revenue - Subscription and Support

$

45,562

 

 

$

34,520

 

 

$

89,183

 

 

$

71,135

 

 

 

 

 

 

 

 

 

GAAP Cost of Revenue - Services

$

12,210

 

 

$

15,123

 

 

$

25,593

 

 

$

29,446

 

Less:

 

 

 

 

 

 

 

Share-based compensation

 

868

 

 

 

954

 

 

 

1,591

 

 

 

1,856

 

Restructuring

 

 

 

 

1

 

 

 

257

 

 

 

14

 

Acquisition-related expense

 

37

 

 

 

8

 

 

 

78

 

 

 

73

 

Non-GAAP Cost of Revenue - Services

$

11,305

 

 

$

14,160

 

 

$

23,667

 

 

$

27,503

 

 

 

 

 

 

 

 

 

GAAP Research & Development

$

30,616

 

 

$

25,862

 

 

$

62,267

 

 

$

51,283

 

Less:

 

 

 

 

 

 

 

Share-based compensation

 

5,138

 

 

 

4,675

 

 

 

8,774

 

 

 

8,747

 

Restructuring

 

(103

)

 

 

9

 

 

 

2,293

 

 

 

113

 

Acquisition-related expense

 

549

 

 

 

145

 

 

 

1,042

 

 

 

1,522

 

Non-GAAP Research & Development

$

25,032

 

 

$

21,033

 

 

$

50,158

 

 

$

40,901

 

 

 

 

 

 

 

 

 

GAAP Selling, General and Administrative

$

71,621

 

 

$

53,129

 

 

$

124,052

 

 

$

102,687

 

Less:

 

 

 

 

 

 

 

Share-based compensation

 

11,861

 

 

 

10,580

 

 

 

20,638

 

 

 

19,532

 

Management fees

 

81

 

 

 

95

 

 

 

161

 

 

 

158

 

Restructuring

 

17,393

 

 

 

385

 

 

 

17,576

 

 

 

1,633

 

Acquisition-related expense

 

243

 

 

 

122

 

 

 

2,023

 

 

 

193

 

Non-GAAP Selling, General and Administrative

$

42,043

 

 

$

41,947

 

 

$

83,655

 

 

$

81,171

 

 

 

 

 

 

 

 

 

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow and Unlevered Free Cash Flow

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

(in thousands)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Net cash used in operating activities

$

(47,355

)

 

$

(32,711

)

 

$

(137,039

)

 

$

(92,741

)

Proceeds from the sale of property and equipment

 

839

 

 

 

 

 

 

839

 

 

 

 

Purchases of property and equipment

 

(1,064

)

 

 

(582

)

 

 

(4,951

)

 

 

(938

)

Capitalized product development costs

 

(9,114

)

 

 

(10,272

)

 

 

(18,070

)

 

 

(19,948

)

Free Cash Flow

$

(56,694

)

 

$

(43,565

)

 

$

(159,220

)

 

$

(113,627

)

Add:

 

 

 

 

 

 

 

Cash paid for interest on outstanding debt

 

20,641

 

 

 

13,973

 

 

 

39,770

 

 

 

27,669

 

Unlevered Free Cash Flow

$

(36,053

)

 

$

(29,592

)

 

$

(119,450

)

 

$

(85,958

)

© PowerSchool. PowerSchool, and other PowerSchool marks are trademarks of PowerSchool Holdings, Inc., or its subsidiaries. Other names and brands may be claimed as the property of others.

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