SEC Comment Letter 0000000000-23-004840 to POWERSCHOOL HOLDINGS, INC. (CIK 0001835681)
POWERSCHOOL HOLDINGS, INC. (CIK 0001835681)
Date: May 9, 2023 · CIK: 0001835681 · Accession: 0000000000-23-004840
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40684
Letter
United States securities and exchange commission logo May 9, 2023 Eric Shander President and Chief Financial Officer PowerSchool Holdings, Inc. 150 Parkshore Drive Folsom , CA 95630 Re:PowerSchool Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed February 24, 2023 File No. 001-40684 Dear Eric Shander: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Critical Accounting Estimates Goodwill and Intangible Assets, page 76 1.We note your goodwill is about 69% of total assets at December 31, 2022. We further note that your market capitalization is close to the value of your goodwill balance and may have dropped below the goodwill balance in the last twelve months. As such, please ensure your disclosures address each of the following: •A discussion of how goodwill was tested in 2022, including whether you performed a qualitative and / or quantitative test. •The specific factors and assumptions used to estimate the fair value of reporting unit(s) and how changes in those assumptions may impact impairment. •A discussion of how you considered market capitalization when performing your goodwill analysis and if market capitalization triggered an impairment review. •The percentage by which the estimated fair value of your reporting unit(s) exceed the carrying value and whether goodwill is at risk of impairment.
FirstName LastNameEric Shander Comapany NamePowerSchool Holdings, Inc. May 9, 2023 Page 2 FirstName LastName Eric Shander PowerSchool Holdings, Inc. May 9, 2023 Page 2 Provide us with your proposed disclosure.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Robert Littlepage, Accounting Branch Chief at 202-551-3361 if you have any questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
May 9, 2023
Eric Shander
President and Chief Financial Officer
PowerSchool Holdings, Inc.
150 Parkshore Drive
Folsom , CA 95630
Re:PowerSchool Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 24, 2023
File No. 001-40684
Dear Eric Shander:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Critical Accounting Estimates
Goodwill and Intangible Assets, page 76
1.We note your goodwill is about 69% of total assets at December 31, 2022. We
further note that your market capitalization is close to the value of your goodwill balance
and may have dropped below the goodwill balance in the last twelve months. As such,
please ensure your disclosures address each of the following:
•A discussion of how goodwill was tested in 2022, including whether you performed a
qualitative and / or quantitative test.
•The specific factors and assumptions used to estimate the fair value of reporting
unit(s) and how changes in those assumptions may impact impairment.
•A discussion of how you considered market capitalization when performing your
goodwill analysis and if market capitalization triggered an impairment review.
•The percentage by which the estimated fair value of your reporting unit(s) exceed the
carrying value and whether goodwill is at risk of impairment.
FirstName LastNameEric Shander
Comapany NamePowerSchool Holdings, Inc.
May 9, 2023 Page 2
FirstName LastName
Eric Shander
PowerSchool Holdings, Inc.
May 9, 2023
Page 2
Provide us with your proposed disclosure.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Robert
Littlepage, Accounting Branch Chief at 202-551-3361 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Technology