PowerSchool Holdings Inc
NYSE:PWSC
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PowerSchool Holdings Inc
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Greetings, ladies and gentlemen, and welcome to the PowerSchool Third Quarter 2021 Earnings Conference Call. [Operator Instructions]
It is now my pleasure to introduce your host, Alan Taylor. Thank you. You may begin.
Thank you. Good evening, everyone, and thank you for joining us for PowerSchool's financial results conference call for the third quarter ended September 30, 2021. On the call today, we have PowerSchool CEO, Hardeep Gulati; and CFO, Eric Shander.
Before we begin, allow me to provide a disclaimer regarding forward-looking statements. This call, including the Q&A portion of the call, may include forward-looking statements related to the expected future results for our company and are, therefore, forward-looking statements. Our actual results may differ materially from our projections due to a number of risks and uncertainties. The risks and uncertainties that forward-looking statements are subject to are described in our earnings release and other SEC filings.
Today's remarks will also include references to non-GAAP financial measures. Additional information, including definitions and reconciliations between non-GAAP financial information to the GAAP financial information, is provided in the corresponding press release, which is posted on PowerSchool's Investor Relations website at investors.powerschool.com. In addition, this conference call will be available for replay via webcast through the same website.
Hardeep will begin with a review of PowerSchool's third quarter and year-to-date highlights. Eric will then take you through a review of the financials before we proceed to Q&A.
With that, I'll now turn the call over to Hardeep.
Thank you, Alan. Good evening, everyone, and thank you for joining us for our third quarter earnings call.
For our call today, I'll share some financial highlights for this quarter. Eric will be going a lot more into the details, but I'll also provide you an update on our growth drivers driving the momentum of our business. I'll finish with some commentary about our exciting announcement we made today earlier related to the upcoming acquisition of Kickboard, which represents a strategic adjacency in the behavior space that continues to expand our unified platform and steps us towards our North Star of personalized learning.
Let me start with first a high-level financial summary. We continue to see strong growth driven by cross-sell, with total revenue in the third quarter growing 29% year-over-year to $149 million and ARR reaching $528 million, also up 29% year-over-year. Adjusted EBITDA was $40 million, representing a margin of just under 27%, reflecting the investments we have made in becoming a public traded company this year. We are pleased with these results, which exceeded our prior guidance and you will see reflected in our increased guidance for the remainder of 2021.
Let me share our key growth drivers. Third quarter is back-to-school time and one of the busiest time for our districts. Especially this year, it has been an exceptionally challenging amidst the Delta variant and the desire for a safe in-person schooling. Our technology plays a critical role and has been instrumental for our customers in ensuring all back-office and front-office systems are running smoothly, managing any disruptions, supporting the new initiatives and also moving education forward. Each Q3 we see the highest number of implementations of our new solutions and customer training to help educators with insights to help drive effective instruction and student support programs.
Last year, we saw significant demand of our learning management system as well as other online tools like our enrollment and professional development, as districts around the country were trying to keep learning going virtually hybrid or in person. While we still see demand for more robust online technologies, the additional priority this year has been on identifying and closing learning gaps and providing multi-tier support towards every student.
With the pause and the disruption to standardized tests across the country in the last 2 years, a district needs more insights on how their students are doing academically and emotionally. Real-time formative assessments and more holistic visibility to the student engagement has become a must-have pretty much in every district. This need is driving higher demand in our assessment and our analytics solutions that drive school priorities, resources, instructional, behavioral and even social emotional sports, also supported by strong local and federal funding and support for such initiatives and programs.
The beauty of our unified platform and the comprehensive portfolio solution is that we are able to support these customers in their critical priorities and the diverse needs they have, laying the foundation for a broader digital transformation. Balanced performance across our product line creates stability in our financial profile through driving increased revenue predictability and stickiness of our solution and helps us provide mission-critical solutions that are core to the districts, ensuring high-quality education now and into the future. That stability, velocity and the robustness of our business is evident in our Q3 results.
Revenue and ARR both grew 29% year-over-year. We closed over 300 cross-sell transactions in Q3 with net retention of 105.6%, which is in line with our expectations and school year seasonality. We closed over 500 transactions, overall north of 10,000, and we helped our customers launch over 1,200 product go-lives to help prepare them for the year ahead. Allow me to share more about the momentum we are seeing within our customer base, starting with our multiproduct investments in our unified platform.
Today, thousands of customers across all geographies, sizes and school types benefit from using multiple products across our suite. Public districts continue to represent the majority of our customers and wins, but let me also give an example this time of a charter management organization, Concept Schools, representing 13,000 students with schools across Midwest who not only selected our SIS, our student information system, along with enrollment and multiple Unified Talent products, in addition to their already existing usage of Naviance, our college, career and life readiness solution.
We are seeing sweet wins in the private market as well, such as Challenger School, a network of K-8 private school representing 10,000 students across 5 states, who selected our student information system, along with enrollment and as well as all of our classroom products, Schoology, and assessment and also top it with the Unified Insights. We are especially critical to a district when it comes to powering their operations during back-to-school season. In Q3, we saw over 150 cross-sells and new product wins in our SIS, ERP and talent product lines.
Take an example, Elk Grove in California, representing over 60,000 students as one of the fifth largest districts in the state, selected Unified Talent to help manage their employee records for COVID tracking needs. Also within the Unified Talent, South Carolina Department of Education, who I highlighted in our last earning calls for expanding their SIS footprint, added our professional learning this time to help manage professional development of roughly 50,000 teachers within the state. On our prior earnings call, I provided an update on our LMS business momentum through the year.
Let me this time highlight the other components of our Unified Classroom solution, assessment and special program. As I previously mentioned, assessment is a top focus area for a lot of our customers this year. Year-to-date, we have reached nearly 1 million new students through new and cross-sell of our assessment products. Customers are seeing the value of rounding out their classroom solutions, with existing Schoology customers adding our performance matter assessment becoming a common trend.
We also saw success of our Special Programs solution, especially within the large accounts. Both Toronto DSB, the largest school board in Canada, representing over 200,000 students, and a regional Department of Education in U.S., representing roughly 100,000 students, selected our Special Programs solution this quarter. LMS continues to see increased adoption, notably in Texas, where we now are reaching 2.6 million students with Schoology.
As I shared earlier, we are continuing to see analytics as a top priority for our customers as they look to better manage their data and leverage insights to help improve instruction and drive decision-making across their organization. We have continued to expand that customer base of our new enriched Unified Insights product now reaching 1.5 million students with cross-sell and new logo wins year-to-date. In Q3, we were selected by a top 10 U.S. district by student enrollment, adding to our already impressive customer base, which includes 12 state and regional Department of Education. We are seeing insights being included in many of our platform and classroom opportunities, and are encouraged by the growth.
Naviance continues to be an excellent addition to our unified suite, helping to prepare students for their journey beyond high school. Gwinnett County in Georgia, representing over 170,000 students, selected Naviance in Q3, alongside over 80 other new implementations or expansions for our Naviance product line.
We are pleased with the business momentum that our suite strategy has helped us to achieve. Our ability to support our customers' varied and changing needs through different or multiple products from our unified platform gives us a comfort in our ability to consistently execute against our own financial plans. We are seeing further need and demand for more integrated classroom solutions across SIS, learning, assessment, special education, teacher professional development and a unified analytics, and we are in a unique position to support our customers across all these needs.
We will continue to expand our platform not only through cross-sell, but with the aim of achieving our vision of personalized learning. In fact, we announced a small strategic technology investment today that helps get us closer to that vision. We are excited to bring Kickboard's behavior management solution into our suite, allowing our customers to not only centralize all behavior management and reporting, including social/emotional health; positive behavior intervention and support, often referred as PBIS; managing disciplined incidents; and as well as providing a comprehensive multi-tier system of support, MTSS. It allows us to create full and clear visibility to the whole child by combining the student behavior and evolving data with student performance and academic data.
When we initially partnered with Kickboard just over a year ago, we believe that helping educators better understand and manage student behavior, especially their social-emotional health and overall school climate and culture would help improve student outcomes. And combining this seamlessly with our LMS, our SIS, our assessment analytics product would help provide even deeper insights with a true whole child view.
Today, we believe the focus on behavior and social-emotional health is more important than ever. Even prior to pandemic in 2019, 70% of the principals identified the need for [ FCL-focused ] support as a priority, up from 43% just 2 years prior. And the pandemic only exacerbated the need to focus on student emotional well-being. Addressing this is critical not just for schools and districts, but for our families and communities. And as an industry leader in K-12 education technology, we are committed to providing the best solutions to support them.
We anticipate to close the transaction prior to the end of the year. Immediate revenue contributions will not be material, and we expect to drive growth through further integrating the product into a Unified Classroom solution and driving cross-sell across the suite. We will continue to expand our platform to reach our vision of personalized learning.
Our customers are striving for real-time competency-based personalized learning to meet every child's need, and we are well-positioned to support that. Platform expansion such as Kickboard help us achieve that vision, and we'll continue to provide our customers with the tools and data to support them in their efforts.
In closing, we are happy with our performance in Q3 and remain confident in our ability to continue growth moving forward. We continue to hold our leadership position in K-12 vertical software and remain excited to continue to drive organic growth and strategically expand through M&A.
Thank you for your time and continued support. I'll now turn the call over to Eric to discuss our financial results for the quarter and provide the guidance for Q4.
Thank you, Hardeep, and good evening, everyone.
Overall, we delivered strong top line and profitability performance in the third quarter. We generated $149 million in total revenue, up 29% year-over-year and exceeding the top end of our guidance by $6 million. This was driven by the continued momentum in our cross-selling efforts, coupled with the impact from our acquisition of Hobsons in February of this year.
Subscription and support revenue totaled $124.3 million, up 31% from the same period a year ago, driven by renewals and the increased sales of our solutions to existing customers as well as the revenue from the Hobsons acquisition. Our services business delivered revenue during the third quarter of $18.5 million, representing a 31% year-over-year increase, which was fueled by the increased back-to-school implementations and training services related to our sales made to existing and new customers as well as the impact from the Hobsons acquisition. Lastly, our license and other revenue came in at $6.2 million, representing a slight decrease of 2% from the same period a year earlier. This revenue component is the smallest contributor to the total revenue and primarily consists of onetime perpetual license and partner royalty fees. As such, this revenue tends to be less predictable and will vary from quarter-to-quarter.
We ended the quarter with an annual recurring revenue, or ARR, balance of $527.8 million, representing an increase of 29% year-over-year. Our net revenue retention ended the quarter at 105.6% compared with an NRR of 108.1% in the prior year period. The primary driver of the decline in NRR, which is an LTM metric, is the third quarter of 2020 experienced exceptionally strong sales to our existing customers during the COVID-19 pandemic to prepare them for distance learning, which was outside of our usual seasonality. This change in NRR came in line with our expectations.
Now let's turn to the rest of the P&L. Please note that unless otherwise stated, all references are on a GAAP basis. All non-GAAP financial measures are detailed and reconciled to our GAAP results in the earnings press release that was issued this evening.
Overall, gross profit for the third quarter was $85.6 million, representing a 57.5% gross margin. This compares with gross profit of $67.5 million and a 58.4% gross margin in the same period last year. The year-over-year increase in gross profit was driven by higher sales and the addition of the Hobsons acquisition. From a gross margin perspective, the slight decline of 92 basis points largely reflects the increases in third-party royalties related to the acquisition of Hobsons and the post-IPO stock-based compensation expense.
On a non-GAAP basis, adjusted gross profit for the quarter came in at $101.2 million or 67.9% compared with an adjusted gross profit of $78 million or 67.5% for the same period last year. From a subscription and support standpoint, our gross margin came in at 71.7% as compared to 71.2% for the same period last year, with the favorable variance being driven by the continued hosting and operational efficiencies driven in 2021.
Our services business gross margin during the third quarter came in at 21.7%, down from 26% in the year earlier, which largely reflects the increase in post-IPO stock-based compensation expense, increased travel and the expenses related to the increased activity to migrate customers to higher-retention products relative to the third quarter of last year.
Total operating expenses in the third quarter were $88.1 million, up $38 million as compared to the same period last year. The higher operating expenses were mainly driven by the acquisition of Hobsons, the addition of public company-related costs and the post-IPO stock-based compensation expense.
As an innovation leader in the education technology space, R&D investments continue to be a top priority for us. For the third quarter, R&D expense totaled $24.4 million or 16.4% of total revenue, representing over a 3-point increase year-over-year, coming in line with our expectations and a reflection of the continued investments we are making. Our SG&A expense totaled $47.3 million or 31.7% of total revenue for the third quarter, representing an increase of approximately 13 points year-over-year, primarily driven by the addition of Hobsons, public company-related costs and the post-IPO stock-based compensation expense.
Our non-GAAP adjusted EBITDA for the quarter was $40.1 million or 26.9% margin, which exceeded the top end of the $36 million to $39 million guidance we provided last quarter by $1 million. Our GAAP net loss for the third quarter was $25.1 million compared to the net income of $0.4 million in the same period last year. This year includes a $12.9 million loss related to the early repayment of our debt facilities and higher operating expenses, primarily driven by the post-IPO stock compensation expense and public company costs as part of our new corporate structure and operating requirements.
Now let's turn to liquidity and cash flow. We ended the third quarter with $91 million in cash and cash equivalents and approximately $742.4 million of total current and long-term debt, down $426.3 million from the year-end of 2020. Delevering remains an important priority for us. As such, we used the net proceeds from the July IPO, along with the operating cash flows to repay the full outstanding principal balances of our bridge loan in the amount of $320 million, our second lien term loan in the amount of $365 million and an incremental facility in the amount of $69.1 million. We also repaid $95 million of the revolving credit facility, and there was no outstanding balance on this facility as of the end of the quarter.
Since this is our second earnings call as a public company and some of you are getting familiar with our business cycle, I wanted to highlight that a significant amount of our renewals take place in July, which is when the fiscal year budget starts for many of our customers. Therefore, our business is seasonal in that collections and cash flow generation peak in the second half of the year.
During the third quarter of 2021, we had $163.6 million in free cash flow compared with $102.2 million in free cash flow generated during the same period last year, representing a year-over-year increase of $61.4 million. This increase was primarily driven by our strong cash collection performance and lower interest expense as a result of reducing the level of outstanding debt.
Unlevered free cash flow in the third quarter of 2021 totaled $176.8 million compared to $117.2 million in the same period last year, representing a year-over-year increase of $59.6 million.
Now turning to guidance. For the fourth quarter of 2021, we are currently expecting to deliver total revenue in the range of $139 million to $142 million, reflecting growth of 19.7% to 22.3% from the same time in the prior year. I also wanted to note that we expect our subscription and support revenue to grow sequentially quarter-to-quarter with the quarter-to-quarter decline in total revenue attributed to the seasonal nature of our services business in the fourth quarter. As a reminder, Q3 is seasonally high in services revenue due to heavy implementation volume prior to the back-to-school in August and September.
For adjusted EBITDA, we expect to deliver in the range of $28 million to $31 million for the fourth quarter. For the full year 2021, we expect to deliver the following results. Total revenue in the range of $552 million to $555 million, reflecting annual growth of 26.8% to 27.5% and adjusted EBITDA in the range of $156 million to $159 million. For free cash flow modeling, I would use an assumed estimated annual CapEx spending of approximately $4 million.
Overall, we're very pleased with the strong financial performance we delivered during the quarter, continuing the momentum that we built in the first half of the year as well as the progress we have made on our strategic initiatives, delivering double-digit revenue growth with an attractive gross profit profile as we expanded our operating footprint and continued our cross-selling momentum with over 300 cross-sell transactions in the third quarter. We believe we are ideally positioned to continue our growth trajectory as the leading technology provider serving the needs of the K-12 ecosystem as the industry continues to embrace and accelerate its digital transformation.
The stability of our business is supported by a strong purchasing environment and the mission-critical nature of our solutions. We remain confident in the investments we have made and continue to make to deliver the value innovation that our customers expect from PowerSchool.
With that, we're now happy to open the call for questions. Operator, will you please open up the line for Q&A?
[Operator Instructions] Our first question comes from the line of Alex Sklar with Raymond James.
Great. Hardeep, I just wanted to maybe start with if you could provide an update around the state of stimulus distributions. I know these districts have a few years to kind of get them out there, but are you starting to see any signs of this money flowing into the districts for PowerSchool-related spend?
Thanks for the question. When you look at the [stimulus], there are multiple elements of that, which are being available to districts through different programs. There are areas like areas around core protection as well as being able to look at better environments. Where we come into picture a lot more is in terms of how to understand the learning loss and how do you proactively put support programs, which directly provide assistance to the students as well as teachers in supporting those initiatives.
I think as I mentioned in the prepared remarks, we are definitely seeing some increased demand in our assessment, but also we have a broader insight solution where a lot of those funds can be leveraged by districts to help them put systems like those in place to understand that learning loss and also provide the right intervention and insights and programs and also see how those programs are being effective to actually addressing those needs.
So definitely, there is a trickle through of that fund, which has benefited to the [ partial ]. Largely, the districts do have the next couple of years to spend these funds, and we are having active dialogues with districts around the broader digital transformation of their platform. And that's something, again, we'll keep you guys posted on how we see that to be trickling through into different buys. I hope that helps.
Yes. That's great color. Thank you. And then just a follow-up, Eric, can you help parse out the net revenue retention results? I guess the lapping of the remote learning tailwinds that was certainly a big driver last year, but it seemed like some good cross-sell activity from the prepared remarks. I'm just curious what's the right range to think about that metric going forward?
Yes. So as I had said in my prepared remarks, so the net revenue retention actually did come in ahead of our expectations. I think as you all can appreciate, Q3 has the highest level of churn, so that's obviously going to impact the overall net revenue retention. So Q3, it will dip down and then continue to kind of build up beyond that. So I think everything that we saw is much -- pretty much in line with our expectations, a little bit ahead. And no terrible surprises in Q3.
I think just for those of you who aren't necessarily as familiar, Q3 is our largest renewal period. So we've got over 60% of our renewals. So you are going to see any level of churn, it is going to be in Q3. So certainly, that's impacted in the net revenue retention. But again, I think just -- I just emphasized that I had in my prepared remarks that it did come in ahead of our expectations, and we're really, really pleased with the momentum we saw in Q3 and then certainly as we go into Q4.
Our next Question comes from the line of Matt Hedberg with RBC Capital Markets.
It's Dan Bergstrom for Matt Hedberg. So Kickboard sounds interesting. Maybe a little more on what [ traded ] the opportunity. How do you see that fitting in the platform? And then you had it under a partnership, what made you want to bring it in-house? And then I guess, are there other areas like this sort of around the core learning function that probably aren't top of mind for us but are in demand from customers or may present themselves as future M&A opportunities?
I think they're great questions. I think as you mentioned, it is definitely a very exciting acquisition, especially the fact that what we have seen things even after the pandemic and we started seeing that dialogue happen even almost the last year. That's why we actually did a strategic partnership with them.
When you look at the entire behavior space, there is a lack of systems and ability to not just track the behavior, create better positive behavior engagement, help understand the overall social-emotional well-being that goes into the full whole child view based on how you're doing an achievement as well as how you are doing socially, emotionally and then be able to create multi-tiered support programs based on how you are in each of the student.
So that differentiated capability and Kickboard is actually one of the only market-leading products, which has evidence-based Level II certification with ESA to really provide that. That was exciting for us to bring that and integrate with rest of our student systems where discipline and other information is being managed into our LMS, where you can actually create better engagement and positive behavior, especially for early education as well as into assessment analytics. So it has touch points into all our products.
We actually, through the partnership, already took it to a couple of customers. Kanawha customer in West Virginia is a great example, 28,000-student district using our Schoology and integrating that for the Kickboard. Birmingham in Alabama, a 22,000 school district -- student district using our SIS and Schoology and using Kickboard. So we saw the potential. We were able to bring those integrations over the last year and now being able to bring that and make it available to all our customers is what's exciting. This is very relevant for what we're seeing in the demand right now.
Now to your point, there are definitely a lot of other adjacencies, which help us kind of create a more comprehensive view about the student and teacher. If you look at our entire strategy of all of our strategic acquisitions, we have kind of looked at all the different elements, which go into improving student outcomes. And this is behavior as one component. Similarly, there are other adjacencies, which we continue to work through partnership, as well as at the right time and the right technology bring them into our platform. So that way we can have all the customers benefit with the ultimate goal to provide that personalized learning. So a lot of exciting opportunity with this product, but also in other adjacencies, which would be relevant for us.
That was very helpful. And then for Eric, the magnitude of deferred revenue increase was really impressive. I know it's a big renewal quarter. We just talked about that. Is the increase as simple as that? Or is there any additional color, what drove the strong number there?
Yes. No, it is a good question. It is really based on the -- not only just the renewal period, but then certainly the net new business that we saw in the quarter. So we ended both short term, long term and around $350 million deferred revenue on the balance sheet. And yes, I mean, it's principally really related to the heavy renewal season we've seen.
The only other thing I would say, too, is if you are doing -- and I'm sorry, if you are doing any kind of year-over-year analytics, right, I mean, I think you can appreciate the fact that Hobsons are in the results as well. So that certainly would have an impact there, too. So...
Our next question comes from the line of Stephen Sheldon with William Blair.
First of all, I wanted to ask about your success cross-selling products and especially across categories such as a classroom customer adding admin tools or your student information system. If we think about the last couple of quarters, is most of the cross-selling you've seen been within the same category? Or have you started to see increased traction cross-selling across categories?
Thanks, Stephen, and a great question again. From my perspective, when you look at it, there are definitely natural adjacencies of cross-selling, right? We sell a lot of components within our student information system on enrollment. We talked about a whole state level deal in our last earnings. We similarly continue to see almost 130 cross-sells, as I mentioned, across the operations not just from SIS to enrollment, but also into ERP and talent as well. So there's a natural integration touch points between SIS and ERP as well as into our talent, and we seek -- continue to seek good traction around that. Where it gets really strategic and exciting is the traction also between SIS and classroom products.
When you look at the need for having a one understanding on competency base, how the students are doing not just from a base on a letter grade, but actually looking at holistically on their mastery at different levels, being able to understand the full whole child view and then be able to not just have that in your learning management or your assessment or your special ed, but bringing that all into your report card and your interactions within your planning, all the way into college, career and life readiness. That's the exciting integration, which we are in a unique position to provide, and that's where we are seeing a lot of demand.
So a majority of our SIS customers have been uptaking a lot of schools, as we shared that a little bit in the last quarter. We're also seeing that similar into the assessment platform as well as going into the entire analytics platform, what we are seeing a lot, as we mentioned in our prepared remarks, of almost 1.5 million students.
Now to your point, there is other way around as well. We do have Schoology customers like who have bought our SIS platform. [ Aurora Springs ] is a great example of that. They were actually doing Schoology and as they looked at putting our entire SIS, they adopted our entire platform on through the SIS. So you definitely see other customers who are starting from different points and buying it. Miami-Dade, I think one of the great examples on our assessment platform and expanding into one of the top 4 deployments of our learning management. So South Carolina is a great example as well where we have seen cross-sell across multiple modules.
So we do see traction. But to your point, we do see some natural affinities from SIS into other areas, but then we're also starting seeing the other pull-through effect as well. Analytics is another exciting part, which we are seeing that pretty much attaching with all of our products.
Got it. That's really helpful. And then on the net retention rate coming in slightly above your expectations, anything more you can share on the moving pieces there between churn, upselling and the impact of pricing. And curious if you saw any notable changes on the churn side or if that held steady relative to what you would have expected.
Yes. So I do think -- Stephen, I think it's important, and I think you guys know this that the NRR is an LTM metric, right? So there's really going to be 2 key contributors that are going to certainly impact it, if you look at on a year-over-year basis.
Certainly, last year, we had an exceptionally strong Q3 with the pandemic and a lot of the demands on distance learning. And then this year, we saw some slight impact as it relates to our Hobsons acquisition as we integrate them into the PowerSchool family. So those 2 events in there are really kind of what's -- if you look at your year-over-year decline.
In terms of churn, I think we actually performed exceptionally well there. There wasn't any unexpected items in that category. And hence, the reason that when you kind of you look at dropping off Q3 of last year, factoring a little bit of some of what we would expect to see 2 quarters in with the Hobsons acquisition, we're ahead of our expectations by a point or so from an NRR perspective. So I think the actual churn was a bit less than what we had anticipated.
Our next question comes from the line of Saket Kalia with Barclays Capital.
Hardeep, maybe for you, a lot of talk about unified analytics and Hoonuit, I was wondering if you could just dig into that just one layer deeper. How broadly is that tool used? And what type of cross-sell opportunity can that be into your existing base?
Thanks, Saket. And you're touching on one of the very strategic part of our portfolio. As we have talked about, right, we have market leadership with SIS on the system of record, right? And we also have best-in-class products on system of engagement. There is the learning management assessment, talent and other areas. Where the Hoonuit piece, the Unified Insights piece is that system of intelligence, how we can gather data from all the different systems show that you can actually provide real-time insights to districts. So that directly can not only help them improve student outcomes, but also look through the ROI of their investment and how that benefits the students.
This is a very differentiated capability. It's a unique solution in the market because it's comprehensive. It not only does the assessment analytics part, but actually brings in data from SIS, from ERP, from talent and multitude of other systems. As I mentioned, we almost have 12 state and regional level contracts. A great example of that is [ Liliana ] Department of Education.
We also have a lot of counties like [ Coney County ], Santa Clara County. Santa Clara County actually has a documented where they had talked about how they were able to leverage some of the insights and [ access ] predictability to improve graduation rates in the country by 5%. So a lot of exciting opportunity of how you can leverage. We are seeing, as we mentioned in our prepared remarks, a lot of interest in most of our PowerSchool SIS customers.
Even our Schoology customers like Virginia Beach adopted our stuff. One of the top 10 districts I mentioned in my prepared remarks. Well, they don't even use our SIS and LMS, but they see the value of this to be a best-in-class capability analytics and adopted that. So we do see this to be a not just a cross-sell, but also it's actually a very strong net new product as well. And it, itself, has a huge market opportunity in TAM that we are in a unique position to benefit.
Where we're taking this is even more exciting. One of the things we actually have done this quarter is actually signed a contract with Snowflake and partnering with them on how we can build the entire data lake technology, a best-in-class data lake technology into the product and provide this to a K-12 district, something only very large districts were able to afford. Now we can actually make that available to the masses and really provide the value and allow these insights as well as different data sciences on it that districts can uniquely benefit.
So we're very excited about this product area and stay tuned as we will share more about that in next year. But definitely one of the exciting and especially very relevant in the current time, given where the students are and how we provide those insights to those districts.
Got it. Got it. That's very helpful. Eric, maybe for you, just as a follow-up. A lot of questions on the NRR. I was wondering if you could just talk about the seasonality of net new ARR. I think we've talked about it a bunch just in terms of this being the largest volume of renewals. And so the net new ARR being down sequentially makes a little bit of sense. But can you touch on sort of how you think about sort of the ebb and flow of net new ARR through the year, specifically touching on the pipeline here for Q4?
Sure. Thanks, Saket. Good to hear from you. So yes, so typically, what we would expect is the ARR to be essentially flat from Q3 -- sorry, from Q2 to Q3. And the reason for that, as you noted, we are going to have our highest level of renewals that happen in Q3. So to the extent that there is going to be churn, your higher levels of churn are going to happen in Q3. So typically, we would expect it to be flat.
And this quarter, we actually saw it expand by a couple of million dollars. And then hence, as you look at just the favorability of the pipeline for not only Q4 as we kind of look into the first half of next year, I mean, certainly, we're bullish on Q4 as reflected in the increased revenue guidance that I provided.
So I think the best way to think about Q2 to Q3 is essentially flat ARR. We actually expanded by a couple of million dollars, again, which was a reflection of the strong cross-sell momentum that the sales team had this quarter. And again, I think it's really another reflection of just the strength we're seeing in Q4. And then as we start to work on the plans for 2022, some of our expectations for the first half of next year as well.
Got it. And if I could just squeeze in a housekeeping item. Did we disclose how big Kickboard was in terms of purchase price and other revenue contribution here, near term isn't material, but any sort of color you could give us on purchase price.
Yes, we did. We -- basically, the purchase price was $15 million. And as Hardeep had mentioned, the -- it's got a very immaterial impact on revenue. I think what I would just emphasize, though, is this was a very strategic technical acquisition for us. So it really falls in nicely with our personalized learning strategy and mission. So that was really the intent of it. And we're extremely confident as we fold it into the PowerSchool family with the momentum we're going to be able to drive next year.
[Operator Instructions] Our next question comes from the line of Fred Havemeyer with Macquarie.
Hardeep, it's encouraging to hear that you're seeing traction with your Special Programs solutions. So as we understand it, this is pretty specialized or very specialized software that's especially helping a more vulnerable group of students that can benefit from better education technology. So I'd like to ask, could you help us understand how far along schools generally are in adopting software for special programs and also generally what your special programs software is helping schools to accomplish?
Sure, Fred. I think I definitely remember this is an area which we've talked about being something which often is ignored. A lot of time, districts do have some level of technology or processes to be able to track, so that's because they need to be for Title I as well as federal compliance as well for idea regulation. Where to meet the -- what gets exciting is in terms of the opportunity we can provide in how we can provide that not just as a specialist capability to track the case management, but actually be able to personalize education. And if you go talk to any educator or a specialized instructor, they will also talk about that there is a lot of broader population of students. They could be English Language Learner, 504, they could be gifted who could also benefit from very clear planning and understanding of how you can actually provide a more personalized learning path.
So we use special education to be not just a great business for us and being able to be best-in-class, and we have some of the largest school districts in North America. In fact, 2 of the top 4 are using our specialized. And as I mentioned, our Toronto as well as a new state, we already have a couple of other state deployments with that. We think as we continue to tie this up into a learning management system, into a student information system, and now with the behavior and having the analytics on top of it, you could actually completely change the way districts are managing specialized plans and counseling. We can bring all that information relevant to a normal plus feature, so you could do more inclusive, provide the right support and accommodation for every special needs child, but also vice versa, power the special ed and the counsel and the districts to now be able to provide that kind of help to a more broader student population.
A lot of educators are very excited about the integrations we have built between our special ed and SIS. We see a ton of cross-sell of that special ed in our SIS. But now as we are tying that into Schoology as well as tying it into our analytics, we are seeing a whole lot of interest. And this behavior piece, again, goes so you can actually even catch some of the needs even earlier, so that way you can predictably understand where they might be needed. So all this is a continuum of kind of really understanding everything about the child and why these pieces really fit into our strategy.
And then I wanted to also ask about another product offering that I saw you announced in the quarter. It's in HR products, specifically geared towards the K-12 market. So like to ask, what do you see that schools are struggling with that you're aiming to solve with a specialized HR product for the K-12 market? And then generally, can you walk us through your build versus buy philosophy when you're assessing new product categories? Because this one looks like it's an organic product development.
Yes, Fred, great question. One of the things that -- especially what we have seen, if you look at the last couple of years, there has been an ongoing teacher shortage, and we're also seeing the broader issue about retention for districts and teacher. And the COVID definitely did not help. In fact, it accelerated some of that shift.
What districts are really now top of their mind is how to make sure that you can provide the best environment for every teacher. Just like we talk a lot about empowering students and having the whole view of the student, they also want the whole view about the teacher where you can understand all the different aspects of the teacher, whether it's teacher professional development, their -- how they're doing of their vacations, and if they're substitute teachers, you're supporting through them and as well as how they are from an understanding of their career path, their well-being to be able to have that information.
Unfortunately, today, again, in the market, we do have a lot of best-in-class tools. We have some of the best-in-class tools on recruitment, professional development, managing substitute teachers as well as payrolls and the broader HR platform. Part of the strategy was we wanted to bring a more comprehensive HR portal, which gives that holistic view across all the dimensions of the teacher in one view.
So from a self-service perspective, the teachers feels better engaged with the district so they can kind of have a more and better engagement with the district leaders as well as the district leaders having a more holistic view across that. This is, again, an exciting product. There's not a whole lot of products. When we look at organic versus buy, we always look at, are there good market-leading products out there with great technologies that can fit into our portfolio and provide that value our districts are looking for. And we did not really find any, and we kind of look at that as an organic option to kind of really build something that is game-changing and differentiator. And that's why you see investment that we have been doing over the last 2 years in this area and really excited to bring to market. We're already seeing some good traction on that as well as we speak, and we'll keep you posted as we kind of get that in front of more and more for customers.
Congratulations on the quarter.
Thank you.
Our next question comes from the line of Brent Thill with Jefferies.
Just a quick update on LMS. Just curious what you're seeing. I know you mentioned you still got room to come back relative to where you were in the past, but any thoughts in terms of what you're seeing there.
Brent, thank you. I think as we've shared, right, this is -- when you look at from the LMS perspective, we have been growing very steadily over the last few years, with an exception last year where it was game-changing. We almost added 4 million to 5 million students on our LMS platform last year alone. I think as you'd -- no surprise there, a lot of districts who did not have a strong tool definitely -- or did not have a payroll enterprise LMS really felt the need to be able to manage the entire virtual and hybrid learning.
Now what we're seeing going to this year, we saw the demand definitely not at the same level as last year, but we're still seeing fairly healthy demand. As we mentioned over the in our last earnings report, we're seeing more than 1 million-plus students who have adopted our LMS, including one of the top 4 districts in North America, adopting our learning management platform. We saw, similarly, a lot of our PowerSchool SIS districts or our assessment customers adopting our Schoology this quarter as well. So we see that as a constant trend.
Where we are getting excited about is also the opportunity to sell that as a broader platform. Like the 2 examples I gave were a charter school in -- as well as in the private school, we do see that more and more of our districts when they're buying now technology in SIS, they would typically add an LMS to that buy because they want to kind of deploy that holistically. So that's very encouraging for us is that pretty much LMS is becoming a standard add-on to every one of our new SIS plays as well.
So we definitely see the demand to remain healthy. I think there is enough market out there for a need for enterprise LMS. Almost 40%, 50% market still doesn't have a paid LMS. And we see that while the districts are not buying at the same level as last year, they are definitely having the right dialogue around ongoing change to a more online technology in the classroom. And the more Google, Zoom and other technology has been adopted, it actually creates a natural progression for them to move to a more enterprise LMS in the future. So we are definitely working with districts to kind of continue that migration path.
Our next question comes from the line of Joe Vruwink with Baird.
I was curious, is there any area of the business you feel has not quite yet achieved its full potential? And maybe this is a function of just how customers have ended up contemplating near-term priorities. So LMS you just spoke to would be perhaps a good example of that versus when you think about midterm priorities, you look at certain areas of your platform and say, well, this could actually be an area that ends up benefiting later on, so a potential acceleration still to come.
Yes, Joe, it's absolutely a fair question. I think as we are mentioning that, there is a lot of demand for more online technology not just in LMS, in enrollment, in online professional development for teachers. Similarly, we're seeing that demand, but as we added the more aspects on assessment analytics to better understand where the students are, understanding how the impacts and support programs are seeing better results. So with that said, we do see a balanced performance across most of our products. But to your point, there is still an inherent need when you look at the amount of legacy infrastructure that exists in a number of SIS vendors. There's a big tail of legacy SIS and niched SIS. Similarly, that tail is even more deep in an ERP. That may not be a top priority for districts right now because they are still trying to come out of the COVID and deal with that, but has definitely left them with the -- during the pandemic as well as with the disruption, the need and desire to modernize that back-office infrastructure, especially as it's catching up with their more modernization in the classroom.
So we are having more longer-term discussions with some of the districts around the broader digital transformation plan. Part of our education of our consultants and our industry experts actually have been really working on kind of that broader transformation. So we do see a healthy pipeline as well as demand in that area.
To your point, there are some inherent areas further that we will see more demand. The one area I would definitely say, a little bit to the Saket question about insight, we do see we have not even scratched the surface on analytics. When you look at the breadth of analytics we provide, and where the district can benefit. That whole area is going to continue to expand even a lot further.
Okay. That's great. And then just staying on insights, but maybe expanding it more broadly focused on personalized learning. Is there a way you could characterize what portion of your customer base is really approaching the opportunity holistically and embracing the idea of pursuing a fully integrated suite? So there would be an interest in behavior, classroom analytics. Or what portion of customers are there as opposed to maybe still putting individual pieces together and arriving at that outcome later on?
It's a great question, Joe. When we -- one of the numbers we have shared in the past is, I think during the road show was that when you look at the number of districts who have more than 3 modules, we were talking about a couple of thousands of customers. And when you start going into customers who are almost using 5-plus modules, right, we're talking about somewhere in the [ 500 to 1,000 ] range as well. That's the -- to your point, a customer base who was more already kind of at that point. I would say that the discussions we are having on personalized learning are broadly around competency-based learning is actually broader even with the districts, which may not be using us on all the different pieces. But they know that the insights and the integrations we have, we are in a unique position to kind of give them that whole child view, which they can plug into their different niche solutions.
So we don't literally limit our personalized learning at our broader insights to adjust the PowerSchool multi-module districts. We are actually working with a much broader base because the capability is actually applicable, it doesn't matter what niche solutions we might have.
Ladies and gentlemen, I would now like to turn the floor over to Hardeep Gulati for closing remarks.
Great. Well, thank you all for your continued support for PowerSchool and our mission. As we shared, we have some lot of exciting updates and momentum in the business, especially the impact we are making across the board with districts of all shapes and sizes across North America. What's exciting to us is not just the capabilities that we provide today, but how we are really making that impact further.
I do want to thank each and every one of our PowerSchool employees, which is approaching 3,000 who have helped us make this happen and especially with customers whose trust and ongoing relationship with us to expand their deployment further. So we're truly committed to helping our educators and students realize their full potential. And the vision we have on the -- with our platform is unique, and we are very well positioned to achieve that and also drive sustainable growth in our business. So I really thank you all for great questions and as well as having a wonderful evening.
Thank you. Ladies and gentlemen, this concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation. Goodbye.