Le Lézard
Classified in: Science and technology, Business, Covid-19 virus
Subjects: EARNINGS, Conference Call, Webcast

PowerSchool Announces Second Quarter 2022 Financial Results


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, 2022.

"Our second quarter results were excellent, driven by disciplined execution that delivered broad-based growth. We exceeded our expectations for revenue and Adjusted EBITDA, had our best ever quarter for cross-sell, added new state and top district contracts, and exited the quarter with a very strong pipeline. Since our IPO last July, our teams have done an incredible job growing our customer base by nearly 3,000 logos, increasing the number of multi-product customers by nearly 30%, expanding our unified platform from 14 to 19 products, and materially incrementing our margins," said Hardeep Gulati, PowerSchool CEO. "We are looking forward to building upon our first half momentum, supported by the resilience and stability of the K-12 market we serve and the customer growth we have seen."

Second Quarter 2022 Financial Results

* 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

Commenting on the Company's financial results, Eric Shander, PowerSchool CFO, added, "We are especially pleased with our performance in the quarter, and particularly happy to see the sequential 60-basis-point improvement in our Net Revenue Retention, highlighting the tremendous value we provide to our customers. Our focus on product, go-to-market, cross-selling, customer support, and infrastructure fueled this success and will drive us well into the future."

Financial Outlook

The Company currently expects the following results:

Third quarter ending September 30, 2022 (in millions)

Total revenue

$162

to

$164

Adjusted EBITDA *

$49

to

$51

Year ending December 31, 2022 (in millions)

Total revenue

$630

to

$634

Adjusted EBITDA *

$188

to

$191

* Adjusted EBITDA, a non-GAAP financial measure was not reconciled to net loss, the most closely comparable GAAP financial measure because net loss is not accessible on a forward-looking basis. The Company is unable to reconcile Adjusted EBITDA to net loss without unreasonable efforts because the Company is currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact net loss for these periods but would not impact Adjusted EBITDA. Such items include stock-based compensation charges, depreciation and amortization of capitalized software costs and acquired intangible assets, severance, and other items. The unavailable information could have a significant impact on net loss. The foregoing financial outlook reflects the Company's expectations as of today's date. Given the number of risk factors, uncertainties and assumptions discussed below, actual results may differ materially. The Company does not intend to update its financial outlook until its next quarterly results announcement.

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."

Conference Call Details

The conference call will begin at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) on August 8, 2022. Those wishing to participate via webcast should access the call through PowerSchool's Investor Relations website. An archived webcast will be made available shortly after the conference call ends.

Those wishing to participate via telephone may dial in at 1-877-407-0792 (USA) or 1-201-689-8263 (International) by referencing conference ID 13731611. The telephone replay will be available from 5:00 p.m. Pacific Time (8:00 p.m. Eastern Time) on August 8, 2022, through August 15, 2022, by dialing 1-844-512-2921 (USA) or 1-412-317-6671 (International) and referencing the replay passcode 13731611.

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 45 million students globally and more than 15,000 customers, including over 90 of the top 100 districts by student enrollment in the United States, and sells solutions in over 90 countries. Visit www.powerschool.com to learn more.

Forward-Looking Statements

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 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: potential effects on our business of the COVID-19 pandemic; 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, 2021, filed with the Securities Exchange Commission ("SEC"). Copies of such filing 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 update forward-looking statements to reflect future events or circumstances.

Definitions of Certain Key Business Metrics

Annualized Recurring Revenue ("ARR")

ARR represents the annualized value of all recurring contracts as of the end of the period. ARR mitigates fluctuations due to seasonality, contract term, one-time discounts given to help customers meet their budgetary and cash flow needs and the sales mix for recurring and non-recurring revenue. ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast, and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

Net Revenue Retention Rate ("NRR")

We believe that our ability to retain and grow recurring revenues from our existing customers over time strengthens the stability and predictability of our revenue base and is reflective of the value we deliver to them through upselling and cross selling our solution portfolio. We assess our performance in this area using a metric we refer to as Net Revenue Retention Rate ("NRR"). Beginning in the first quarter of 2021, we intend to exclude from our calculation of NRR any changes in ARR attributable to Intersect customers, as this product is sold through our channel partnership with EAB and is pursuant to annual revenue minimums, therefore the business will not be managed based on NRR. We calculate our dollar-based NRR as of the end of a reporting period as follows:

The quotient obtained from this calculation is our dollar-based net revenue retention rate. Our NRR provides insight into the impact on current year recurring revenues of expanding adoption of our solutions by our existing customers during the current period. Our NRR is subject to adjustments for acquisitions, consolidations, spin-offs and other market activity.

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 supplemental informational purposes only, and should not be considered 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, unit-based compensation expense, 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, unit-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 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 and provision for (benefit from) income tax. 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. 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,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

 

(unaudited)

 

(unaudited)

Revenue:

 

 

 

 

 

 

 

Subscriptions and support

$

135,010

 

 

$

121,763

 

 

$

264,775

 

 

$

224,854

 

Service

 

19,119

 

 

 

16,083

 

 

 

35,182

 

 

 

29,036

 

License and other

 

3,462

 

 

 

7,557

 

 

 

7,227

 

 

 

9,660

 

Total revenue

 

157,591

 

 

 

145,403

 

 

 

307,184

 

 

 

263,550

 

Cost of revenue:

 

 

 

 

 

 

 

Subscriptions and support

 

37,260

 

 

 

33,632

 

 

 

75,294

 

 

 

62,664

 

Service

 

15,737

 

 

 

12,795

 

 

 

30,734

 

 

 

23,489

 

License and other

 

717

 

 

 

531

 

 

 

1,703

 

 

 

929

 

Depreciation and amortization

 

14,271

 

 

 

12,846

 

 

 

28,230

 

 

 

24,602

 

Total cost of revenue

 

67,985

 

 

 

59,804

 

 

 

135,961

 

 

 

111,684

 

Gross profit

 

89,606

 

 

 

85,599

 

 

 

171,223

 

 

 

151,866

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

26,088

 

 

 

21,929

 

 

 

52,706

 

 

 

40,474

 

Selling, general, and administrative

 

47,484

 

 

 

30,653

 

 

 

87,587

 

 

 

55,984

 

Acquisition costs

 

1,043

 

 

 

177

 

 

 

2,618

 

 

 

5,780

 

Depreciation and amortization

 

16,137

 

 

 

16,154

 

 

 

32,095

 

 

 

30,713

 

Total operating expenses

 

90,752

 

 

 

68,913

 

 

 

175,006

 

 

 

132,951

 

Income (loss) from operations

 

(1,146

)

 

 

16,686

 

 

 

(3,783

)

 

 

18,915

 

Interest expense - Net

 

8,743

 

 

 

21,297

 

 

 

15,765

 

 

 

38,559

 

Other expenses (income) - Net

 

(498

)

 

 

(376

)

 

 

(576

)

 

 

(233

)

Loss before income taxes

 

(9,391

)

 

 

(4,235

)

 

 

(18,972

)

 

 

(19,411

)

Income tax expense (benefit)

 

(2,933

)

 

 

(1,690

)

 

 

1,605

 

 

 

(17,349

)

Net loss

$

(6,458

)

 

$

(2,545

)

 

$

(20,577

)

 

$

(2,062

)

Less: Net loss attributable to non-controlling interest

 

(1,933

)

 

 

?

 

 

 

(3,940

)

 

 

?

 

Net loss attributable to PowerSchool Holdings, Inc.

 

(4,525

)

 

 

(2,545

)

 

 

(16,637

)

 

 

(2,062

)

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

$

(0.03

)

 

$

?

 

 

$

(0.11

)

 

$

?

 

Weighted average shares of Class A common stock outstanding - basic and diluted

 

158,229,171

 

 

 

?

 

 

 

158,171,056

 

 

 

?

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) - Foreign currency translation

 

345

 

 

 

(381

)

 

 

(125

)

 

 

(228

)

Total other comprehensive income (loss)

 

345

 

 

 

(381

)

 

 

(125

)

 

 

(228

)

Less: comprehensive income (loss) attributable to non-controlling interest

$

70

 

 

$

?

 

 

$

(25

)

 

$

?

 

Comprehensive loss attributable to PowerSchool Holdings, Inc.

$

(4,250

)

 

$

(2,926

)

 

$

(16,737

)

 

$

(2,290

)

 

 

 

 

 

 

 

 

CONSOLIDATED BALANCE SHEETS

(unaudited)

 

(in thousands)

June 30, 2022

 

December 31, 2021

Assets

 

 

 

Current Assets:

 

 

 

Cash and cash equivalents

$

15,445

 

 

$

86,479

 

Accounts receivable?net of allowance of $3,325 and $4,964 respectively

 

56,559

 

 

 

48,403

 

Prepaid expenses and other current assets

 

35,207

 

 

 

38,423

 

Total current assets

 

107,211

 

 

 

173,305

 

Property and equipment - net

 

7,084

 

 

 

15,676

 

Operating lease right-of-use assets

 

9,255

 

 

 

?

 

Capitalized product development costs - net

 

92,526

 

 

 

80,611

 

Goodwill

 

2,487,004

 

 

 

2,454,692

 

Intangible assets - net

 

768,377

 

 

 

804,909

 

Other assets

 

31,004

 

 

 

27,489

 

Total assets

$

3,502,461

 

 

$

3,556,682

 

Liabilities and Stockholders'/Members' Equity

 

 

 

Current Liabilities:

 

 

 

Accounts payable

$

6,766

 

 

$

12,449

 

Accrued expenses

 

65,595

 

 

 

71,167

 

Operating lease liabilities, current

 

7,094

 

 

 

?

 

Deferred revenue, current

 

172,992

 

 

 

294,276

 

Revolving credit facility

 

70,000

 

 

 

?

 

Current portion of long-term debt

 

7,750

 

 

 

7,750

 

Total current liabilities

 

330,197

 

 

 

385,642

 

Noncurrent Liabilities:

 

 

 

Other liabilities

 

2,326

 

 

 

7,423

 

Operating lease liabilities?net of current

 

9,284

 

 

 

?

 

Deferred taxes

 

297,584

 

 

 

295,959

 

Tax receivable agreement liability

 

400,022

 

 

 

404,394

 

Deferred revenue?net of current

 

5,032

 

 

 

6,881

 

Long-term debt, net

 

731,013

 

 

 

733,425

 

Total liabilities

 

1,775,458

 

 

 

1,833,724

 

 

 

 

 

Stockholders'/Members' Equity:

 

 

 

Class A common stock, $0.0001 par value per share, 500,000,000 shares authorized, 158,266,304 shares issued and outstanding as of June 30, 2022. 158,034,497 shares issued and outstanding as of December 31, 2021

 

16

 

 

 

16

 

Class B common stock, $0.0001 par value per share, 300,000,000 shares authorized, 39,928,472 shares issued and outstanding as of June 30, 2022. 39,928,472 shares issued and outstanding as of December 31, 2021

 

4

 

 

 

4

 

Additional paid-in capital

 

1,422,401

 

 

 

1,399,967

 

Accumulated other comprehensive income

 

(1,219

)

 

 

(216

)

Accumulated deficit

 

(183,101

)

 

 

(165,026

)

Total stockholders'/members' equity attributable to PowerSchool Holdings, Inc.

 

1,238,101

 

 

 

1,234,745

 

Non-controlling interest

 

488,902

 

 

 

488,213

 

Total stockholders'/members' equity

 

1,727,003

 

 

 

1,722,958

 

Total liabilities and stockholders'/members' equity

$

3,502,461

$

3,556,682

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

(in thousands)

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(6,458

)

 

$

(2,545

)

 

$

(20,577

)

 

$

(2,062

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

30,372

 

 

 

33,227

 

 

 

60,307

 

 

 

61,778

 

Share-based compensation

 

 

14,060

 

 

 

1,373

 

 

 

25,610

 

 

 

2,737

 

Write-off of right-of-use assets and property and equipment

 

 

8,597

 

 

 

?

 

 

 

8,597

 

 

 

?

 

Change in fair value of acquisition-related contingent consideration

 

 

(6,088

)

 

 

?

 

 

 

(5,926

)

 

 

?

 

Other

 

 

(1,511

)

 

 

(268

)

 

 

804

 

 

 

(258

)

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

 

 

 

 

 

 

 

 

Accounts receivables

 

 

(11,418

)

 

 

(15,698

)

 

 

(6,643

)

 

 

(735

)

Prepaid expenses and other current assets

 

 

8,001

 

 

 

8,778

 

 

 

3,315

 

 

 

4,266

 

Other assets

 

 

(2,365

)

 

 

(8,422

)

 

 

(3,815

)

 

 

(10,535

)

Accounts payable

 

 

1,310

 

 

 

4,848

 

 

 

(5,112

)

 

 

1,669

 

Accrued expenses

 

 

3,057

 

 

 

11,135

 

 

 

(7,854

)

 

 

1,800

 

Other liabilities

 

 

1,348

 

 

 

(43

)

 

 

(5,217

)

 

 

(43

)

Deferred taxes

 

 

(3,314

)

 

 

(2,672

)

 

 

1,579

 

 

 

(18,892

)

Deferred revenue

 

 

(51,368

)

 

 

(29,190

)

 

 

(125,387

)

 

 

(90,659

)

Net cash used in operating activities

 

$

(15,777

)

 

$

523

 

 

$

(80,319

)

 

$

(50,934

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(440

)

 

 

(1,831

)

 

 

(2,201

)

 

 

(2,172

)

Proceeds from sale of property and equipment

 

 

?

 

 

 

?

 

 

 

?

 

 

 

13

 

Investment in capitalized product development costs

 

 

(12,007

)

 

 

(10,572

)

 

 

(20,927

)

 

 

(19,137

)

Acquisitions?net of cash acquired

 

 

(15,625

)

 

 

34

 

 

 

(31,155

)

 

 

(318,824

)

Partial payment of acquisition-related contingent consideration

 

 

(1,392

)

 

 

?

 

 

 

(1,392

)

 

 

?

 

Net cash used in investing activities

 

$

(29,464

)

 

$

(12,369

)

 

$

(55,675

)

 

$

(340,120

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from Revolving Credit Agreement

 

 

40,000

 

 

$

10,000

 

 

 

70,000

 

 

$

55,000

 

Proceeds from Bridge Loan

 

 

?

 

 

$

?

 

 

 

 

$

315,200

 

Repayment of Incremental Facility

 

 

?

 

 

$

(175

)

 

$

?

 

 

$

(350

)

Repayment of First Lien Debt

 

 

(1,938

)

 

$

(1,938

)

 

 

(3,875

)

 

$

(3,875

)

Payments for repurchase of management incentive units

 

 

?

 

 

$

?

 

 

$

?

 

 

$

(448

)

Payments of deferred offering costs

 

 

?

 

 

$

(1,268

)

 

 

(295

)

 

$

(2,655

)

Payment of debt issuance costs

 

 

?

 

 

$

(1,600

)

 

$

?

 

 

$

(2,100

)

Repayment of capital leases

 

 

?

 

 

$

(62

)

 

 

?

 

 

$

(108

)

Net cash provided by financing activities

 

$

38,062

 

 

$

4,957

 

 

$

65,830

 

 

$

360,664

 

Effect of foreign exchange rate changes on cash

 

 

(962

)

 

 

(178

)

 

 

(872

)

 

 

189

 

Net decrease in cash, cash equivalents, and restricted cash

 

 

(8,141

)

 

 

(7,067

)

 

 

(71,036

)

 

 

(30,201

)

Cash, cash equivalents, and restricted cash?Beginning of

 

 

24,096

 

 

 

30,112

 

 

 

86,991

 

 

 

53,246

 

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

 

$

15,955

 

 

$

23,045

 

 

$

15,955

 

 

$

23,045

 

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, except for percentages)

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

 

 

 

 

 

 

 

 

Gross profit

$

89,606

 

 

$

85,599

 

 

$

171,223

 

 

$

151,866

 

Depreciation

 

265

 

 

 

439

 

 

 

540

 

 

 

832

 

Share-based compensation(1)

 

2,146

 

 

 

81

 

 

 

4,313

 

 

 

162

 

Restructuring(2)

 

1,129

 

 

 

893

 

 

 

2,102

 

 

 

1,480

 

Acquisition-related expense(3)

 

91

 

 

 

168

 

 

 

291

 

 

 

251

 

Amortization

 

14,005

 

 

 

12,407

 

 

 

27,690

 

 

 

23,769

 

Adjusted Gross Profit

$

107,242

 

 

$

99,587

 

 

$

206,159

 

 

$

178,360

 

Gross Profit Margin(4)

 

56.9

%

 

 

58.9

%

 

 

55.7

%

 

 

57.6

%

Adjusted Gross Profit Margin(5)

 

68.1

%

 

 

68.5

%

 

 

67.1

%

 

 

67.7

%

_______________

(1)

Refers to expenses flowing through gross profit associated with share-based compensation.

(2)

Refers to expenses flowing through gross profit related to migration of customers from legacy to core products, and severance expense related to offshoring activities, facility closures and executive departures.

(3)

Refers to expenses flowing through gross profit 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)

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

 

 

 

 

 

 

 

 

Net loss

$

(6,458

)

 

$

(2,545

)

 

$

(20,577

)

 

$

(2,062

)

Add:

 

 

 

 

 

 

 

Amortization

 

29,075

 

 

 

27,337

 

 

 

57,728

 

 

 

52,031

 

Depreciation

 

1,333

 

 

 

1,663

 

 

 

2,596

 

 

 

3,283

 

Net interest expense(1)

 

8,743

 

 

 

21,297

 

 

 

15,765

 

 

 

38,552

 

Income tax expense (benefit)

 

(2,933

)

 

 

(1,690

)

 

 

1,605

 

 

 

(17,349

)

Share-based compensation

 

12,242

 

 

 

1,373

 

 

 

24,637

 

 

 

2,737

 

Management fees(2)

 

93

 

 

 

115

 

 

 

177

 

 

 

191

 

Restructuring(3)

 

10,037

 

 

 

1,200

 

 

 

10,182

 

 

 

2,737

 

Acquisition-related expense(4)

 

(3,393

)

 

 

1,476

 

 

 

(766

)

 

 

7,738

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

$

48,739

 

 

$

50,226

 

 

$

91,347

 

 

$

87,858

 

 

 

 

 

 

 

 

 

Net loss margin

 

(4.1

)%

 

 

(1.8

)%

 

 

(6.7

)%

 

 

(0.8

)%

Adjusted EBITDA margin(5)

 

30.9

%

 

 

34.5

%

 

 

29.7

%

 

 

33.3

%

_______________

(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, and executive departures, and event cancellation fees related to COVID-19.

(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 and Chalk. These incremental costs are embedded in our research and development, selling, general and administrative and cost of revenue line items.

(5)

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 share and per share data)

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

 

 

 

 

 

 

 

 

Net loss

$

(6,458

)

 

$

(2,545

)

 

$

(20,577

)

 

$

(2,062

)

Add:

 

 

 

 

 

 

 

Amortization

 

29,075

 

 

 

27,337

 

 

 

57,728

 

 

 

52,031

 

Depreciation

 

1,333

 

 

 

1,663

 

 

 

2,596

 

 

 

3,283

 

Share-based compensation

 

12,242

 

 

 

1,373

 

 

 

24,637

 

 

 

2,737

 

Management fees(1)

 

93

 

 

 

115

 

 

 

177

 

 

 

191

 

Restructuring(2)

 

10,037

 

 

 

1,200

 

 

 

10,182

 

 

 

2,737

 

Acquisition-related expense(3)

 

(3,393

)

 

 

1,476

 

 

 

(766

)

 

 

7,738

 

 

 

 

 

 

 

 

 

Non-GAAP Net Income

 

42,929

 

 

 

30,619

 

 

 

73,977

 

 

 

66,655

 

 

 

 

 

 

 

 

 

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

 

158,229,171

 

 

 

 

 

158,171,056

 

 

 

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

 

158,229,171

 

 

 

 

 

158,171,056

 

 

 

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

 

198,209,855

 

 

 

 

 

198,150,174

 

 

 

 

 

 

 

 

 

 

 

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

$

(0.03

)

 

 

 

$

(0.11

)

 

 

Non-GAAP net income per share of Class A common stock - basic

$

0.27

 

 

 

 

$

0.47

 

 

 

Non-GAAP net income per share of Class A common stock - diluted

$

0.22

 

 

 

 

$

0.37

 

 

 

 

 

 

 

 

 

 

 

_______________

(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, and executive departures, and event cancellation fees related to the COVID-19 pandemic.

(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 and Chalk. These incremental costs are embedded in our research and development, selling, general and administrative and cost of revenue line items.

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

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

(in thousands)

 

2022

 

 

 

2021

 

 

2022

 

 

 

2021

 

 

 

 

 

 

 

 

GAAP Cost of Revenue - Subscription and Support

$

37,260

 

 

$

33,632

 

$

75,294

 

 

$

62,664

Less:

 

 

 

 

 

 

 

Share-based compensation

 

1,047

 

 

 

10

 

 

2,162

 

 

 

19

Restructuring

 

98

 

 

 

39

 

 

101

 

 

 

102

Acquisition-related expense

 

51

 

 

 

119

 

 

225

 

 

 

179

Non-GAAP Cost of Revenue - Subscription and Support

$

36,064

 

 

$

33,464

 

$

72,806

 

 

$

62,364

 

 

 

 

 

 

 

 

GAAP Cost of Revenue - Services

$

15,737

 

 

$

12,795

 

$

30,734

 

 

$

23,489

Less:

 

 

 

 

 

 

 

Share-based compensation

 

1,100

 

 

 

72

 

 

2,151

 

 

 

142

Restructuring

 

1,031

 

 

 

854

 

 

2,000

 

 

 

1,377

Acquisition-related expense

 

41

 

 

 

49

 

 

67

 

 

 

72

Non-GAAP Cost of Revenue - Services

$

13,565

 

 

$

11,820

 

$

26,516

 

 

$

21,898

 

 

 

 

 

 

 

 

GAAP Research & Development

$

26,088

 

 

$

21,929

 

$

52,706

 

 

$

40,474

Less:

 

 

 

 

 

 

 

Share-based compensation

 

3,024

 

 

 

234

 

 

6,128

 

 

 

471

Restructuring

$

?

 

 

 

?

 

 

?

 

 

 

684

Acquisition-related expense

 

849

 

 

 

322

 

 

894

 

 

 

457

Non-GAAP Research & Development

$

22,215

 

 

$

21,373

 

$

45,684

 

 

$

38,862

 

 

 

 

 

 

 

 

GAAP Selling, General and Administrative

$

47,484

 

 

$

30,653

 

$

87,587

 

 

$

55,984

Less:

 

 

 

 

 

 

 

Share-based compensation

 

7,071

 

 

 

1,058

 

 

14,196

 

 

 

2,104

Management fees

 

93

 

 

 

115

 

 

177

 

 

 

191

Restructuring

 

8,908

 

 

 

307

 

 

8,081

 

 

 

573

Acquisition-related expense

 

(5,377

)

 

 

810

 

 

(4,569

)

 

 

1,251

Non-GAAP Selling, General and Administrative

$

36,789

 

 

$

28,363

 

$

69,702

 

 

$

51,865

 

 

 

 

 

 

 

 

Reconciliation of Net Cash Used in Operating Activities to Free Cash Flow and Unlevered Free Cash Flow

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

(in thousands)

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Net cash used in operating activities

$

(15,777

)

 

$

523

 

 

$

(80,319

)

 

$

(50,934

)

Less:

 

 

 

 

 

 

 

Purchases of property and equipment

 

(440

)

 

 

(1,831

)

 

 

(2,201

)

 

 

(2,172

)

Capitalized product development costs

 

(12,007

)

 

 

(10,572

)

 

 

(20,927

)

 

 

(19,137

)

 

 

 

 

 

 

 

 

Free Cash Flow

$

(28,224

)

 

$

(11,880

)

 

$

(103,447

)

 

$

(72,243

)

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

Cash paid for interest on outstanding debt

 

7,989

 

 

 

17,457

 

 

 

14,172

 

 

 

31,645

 

 

 

 

 

 

 

 

 

Unlevered Free Cash Flow

$

(20,235

)

 

$

5,577

 

 

$

(89,275

)

 

$

(40,598

)

© 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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