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0001392972false00013929722022-11-012022-11-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 1, 2022
pro-20221101_g1.jpg
PROS Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-33554
76-0168604
(Commission File Number)
(IRS Employer Identification No.)
 
3200 Kirby Drive, Suite 600
Houston
TX
77098
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code
(713) 335-5151
(Former Name or Former Address, if Changed Since Last Report)
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common stock $0.001 par value per share PRO New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐





Item 2.02.
Results of Operations and Financial Condition.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On November 1, 2022, PROS Holdings, Inc. (the "Company") issued a press release announcing financial results for its quarter ended September 30, 2022. A copy of the press release, dated as of November 1, 2022, is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release contains forward looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
The information in this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission ("SEC") by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 7.01.
Regulation FD Disclosure.

On November 1, 2022, the Company published the Q3 2022 Investor Presentation ("Investor Presentation") on the Investor Relations section of the Company’s website located at https://ir.pros.com/. From time to time, the Company may also present and/or distribute the Investor Presentation to the investment community to provide updates and summaries of its business. Copy of the Q3 2022 Investor Presentation is furnished herewith as Exhibits 99.2. Investors should note that the Company uses the Investor Relations section of its corporate website to announce material information to investors and the marketplace. While not all of the information that the Company posts on its corporate website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in the Company to review the information that it shares on the Investor Relations section of our website.

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's SEC filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The information in this Current Report, including Exhibits 99.2 attached hereto, shall not be deemed "filed" for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any registration statement or other document filed with the SEC by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits    
Exhibit No. Exhibit Description
99.1
99.2
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
PROS HOLDINGS, INC.
November 1, 2022 /s/ Stefan Schulz
Stefan Schulz
Executive Vice President and Chief Financial Officer






































EX-99.1 2 a2022q3ex991prosearningsre.htm EX-99.1 Document

EXHIBIT 99.1

proslogo.jpg

PROS HOLDINGS, INC. REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS

•Subscription revenue of $51.8 million, up 17% year-over-year.
•Subscription gross margin of 73% and non-GAAP subscription gross margin of 77%, up over 500 basis points year-over-year.

HOUSTON – November 1, 2022 — PROS Holdings, Inc. (NYSE: PRO), the CFO’s best-kept secret for profitable growth, today announced financial results for the third quarter ended September 30, 2022.

“I’m proud of our team for delivering 17% subscription revenue growth along with strong improvements to profitability in the quarter,” stated CEO Andres Reiner. “Year-to-date we more than doubled our deal count as compared to last year; the momentum we’re seeing in our business reflects the unique value proposition of the PROS Platform which generates significant revenue uplift and margin improvements for our customers, fueling profitable growth.”

Third Quarter 2022 Financial Highlights

Key financial results for the third quarter 2022 are shown below. Throughout this press release all dollar figures are in millions, except net loss per share. Unless otherwise noted, all results are on a reported basis and are compared with the prior-year period.
GAAP Non-GAAP
Q3 2022 Q3 2021 Change Q3 2022 Q3 2021  Change
Revenue:
  Total Revenue $70.3 $62.7 12% n/a n/a n/a
  Subscription Revenue $51.8 $44.1 17% n/a n/a n/a
  Subscription and Maintenance Revenue $58.8 $52.6 12% n/a n/a n/a
Profitability:
  Gross Profit $42.7 $36.6 17% $45.3 $38.0 19%
  Operating Loss $(16.2) $(15.8) $(0.4) $(3.3) $(6.3) $3.0
  Net Loss $(13.9) $(17.5) $3.7 $(2.9) $(5.9) $3.1
  Net Loss Per Share $(0.31) $(0.39) $0.08 $(0.06) $(0.13) $0.07
  Adjusted EBITDA n/a n/a n/a $(2.2) $(4.4) $2.3
Cash:
  Net Cash Used in Operating Activities $(9.0) $(8.2) $(0.8) n/a n/a n/a
  Free Cash Flow n/a n/a n/a $(9.1) $(8.5) $(0.5)

The attached table provides a summary of PROS results for the period, including a reconciliation of GAAP to non-GAAP metrics.

Recent Business Highlights

•Welcomed new customers who are adopting PROS solutions such as ABB, GE Healthcare, Phillips Pet Food, Rapido Group, Summit Electric Supply, and Vistara, among others.

•Published our customer value assessment results on pros.com, highlighting that our solutions generate for our customers, on average, 8% revenue uplift, 200 basis points of margin improvement, and 67% improvement in efficiency gain.

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•Extended our digital offer marketing solutions with the launch of the EveryMundo Marketplace, an application store that connects third party developers building eCommerce applications on the EveryMundo platform to enterprise customers.

•Launched buildwith.pros.com, our new developer portal, to give customers and partners access to our library of PROS APIs empowering them to integrate with and embed PROS data, insights, and services within enterprise applications, decreasing development time and accelerating time-to-market. Learn more by watching this YouTube video.

•Awarded the 2022 International Business Stevie Award for Artificial Intelligence and Machine Learning Solutions, in recognition of PROS industry-leading solutions that process over two trillion transactions per year and drive significant, measurable ROI by powering businesses of any size to automate smart decision-making.

Financial Outlook

PROS currently anticipates the following based on an estimated 45.5 million basic weighted average shares outstanding for the fourth quarter of 2022 and a 22% non-GAAP estimated tax rate for the fourth quarter and full year 2022. For the full year 2022, we are raising our guidance for total revenue, subscription revenue, and adjusted EBITDA.
Q4 2022 Guidance v. Q4 2021 at Mid-Point Full Year 2022 Guidance v. Prior Year at Mid-Point
Total Revenue $68.5 to $69.5 6% $273.75 to $274.75 9%
Subscription Revenue $52.1 to $52.6 11% $203.0 to $203.5 14%
ARR n/a n/a $246.0 to $250.0 9%
Subscription ARR n/a n/a $224.0 to $228.0 16%
Non-GAAP Loss Per Share $(0.14) to $(0.11) $0.04 n/a n/a
Adjusted EBITDA $(5.2) to $(4.2) $1.7 $(22.5) to $(21.5) $2.8
Free Cash Flow n/a n/a $(25.0) to $(21.0) $(2.8)
Conference Call
In conjunction with this announcement, PROS Holdings, Inc. will host a conference call on Tuesday, November 1, 2022, at 4:45 p.m. EDT to discuss the Company’s financial results and business outlook. To access this call, dial 1-877-407-9039 (toll-free) or 1-201-689-8470. The live and archived webcasts of this call can be accessed under the “Investor Relations” section of the Company’s website at www.pros.com.

A telephone replay will be available until Tuesday, November 15, 2022, 11:59 PM EDT at 1-844-512-2921 (toll-free) or 1-412-317-6671 using the pass code 13733111.

About PROS

PROS Holdings, Inc. (NYSE: PRO) is your company’s best-kept secret for profitable growth. Viewed as a market-leader by both Gartner and IDC for its CPQ and price optimization capabilities, PROS advanced AI delivers results to the world’s top brands including Cargill, Etihad, Honeywell, HP, Lenovo, Lufthansa, Siemens and more. With more than 30 million AI models, PROS award winning AI is the driving force in processing more than 2 trillion transactions per year. PROS customers report up to 96% efficiency gain, up to 5% margin improvement and up to 20% revenue lift, according to a recent ROI study. To learn more, visit www.pros.com.

Forward-looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about macroeconomic conditions, the impact of the coronavirus (COVID-19) pandemic; our financial outlook; expectations; ability to achieve future growth and profitability; management's confidence and optimism; positioning; customer successes; demand for our software solutions; pipeline; business expansion; revenue; subscription revenue; ARR; non-GAAP loss per share; adjusted EBITDA; free cash flow; shares outstanding and effective tax rate. The forward-looking statements contained in this press release are based upon our historical performance and our current plans, estimates and expectations and are not a representation that such plans, estimates or expectations will be achieved.
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Factors that could cause actual results to differ materially from those described herein include, among others, risks related to: (a) the impact of the COVID-19 pandemic, such as the scope and duration of the outbreak, including variants, and, among other effects, the timeframe for recovery of the travel industry, (b) cyberattacks, data breaches and breaches of security measures within our products, systems and infrastructure or products, systems and infrastructure of third parties upon whom we rely, (c) increasing business from customers and maintaining subscription renewal rates, (d) managing our growth effectively, (e) disruptions from our third party data center, software, data, and other unrelated service providers, (f) implementing our solutions, (g) cloud operations, (h) intellectual property and third-party software, (i) acquiring and integrating businesses and/or technologies, (j) catastrophic events, (k) operating globally, including economic and commercial disruptions, (l) potential downturns in sales and lengthy sales cycles, (m) software innovation, (n) competition, (o) market acceptance of our software innovations, (p) maintaining our corporate culture, (q) personnel risks including loss of any key employees and competition for talent, (r) expanding and training our direct and indirect sales force, (s) evolving data privacy, cyber security and data localization laws, (t) our debt repayment obligations, (u) the timing of revenue recognition and cash flow from operations, (v) migrating customers to our latest cloud solutions, and (w) returning to profitability. Additional information relating to the risks and uncertainties affecting our business is contained in our filings with the SEC. These forward-looking statements represent our expectations as of the date hereof. Subsequent events may cause these expectations to change, and PROS disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

PROS has provided in this release certain non-GAAP financial measures, including non-GAAP gross profit and margin, non-GAAP loss from operations or non-GAAP operating loss, annual recurring revenue, adjusted EBITDA, free cash flow, non-GAAP tax rate, non-GAAP net loss, and basic earnings (loss) per share or non-GAAP net loss per share. PROS uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating PROS’ ongoing operational performance and cloud transition. Non-GAAP gross margin can be compared to gross margin which can be calculated from the condensed consolidated statements of loss by dividing gross profit by total revenue. Non-GAAP gross margin is similarly calculated but first adds back to gross profit the portion of certain of the non-GAAP adjustments described below attributable to cost of revenue. Non-GAAP subscription margin can be compared to subscription margin which can be calculated from the condensed consolidated statements of loss by dividing subscription gross profit (subscription revenue minus subscription cost) by subscription revenue. Non-GAAP subscription margin is similarly calculated but first subtracts out from subscription cost the portion of certain of the non-GAAP adjustments described below attributable to cost of subscription. These items and amounts are presented in the Supplemental Schedule of Non-GAAP Financial Measures.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measure as detailed above. A reconciliation of GAAP to the non-GAAP financial measures has been provided in the tables included as part of this press release, and can be found, along with other financial information, in the investor relations portion of our website. PROS' use of non-GAAP financial measures may not be consistent with the presentations by similar companies in PROS' industry. PROS has also provided in this release certain forward-looking non-GAAP financial measures, including non-GAAP loss from operations, annual recurring revenue, non-GAAP loss per share, adjusted EBITDA, free cash flow, non-GAAP tax rates, and calculated billings (collectively the "non-GAAP financial measures") as follows:

Non-GAAP loss from operations: Non-GAAP loss from operations excludes the impact of share-based compensation, amortization of acquisition-related intangibles and severance. Non-GAAP loss from operations excludes the following items from non-GAAP estimates:
•Share-Based Compensation: Although share-based compensation is an important aspect of compensation for our employees and executives, our share-based compensation expense can vary because of changes in our stock price and market conditions at the time of grant, varying valuation methodologies, and the variety of award types. Since share-based compensation expense can vary for reasons that are generally unrelated to our performance during any particular period, we believe this could make it difficult for investors to compare our current financial results to previous and future periods. Therefore, we believe it is useful to exclude share-based compensation in order to better understand our business performance and allow investors to compare our operating results with peer companies.
•Amortization of Acquisition-Related Intangibles:  We view amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company's research and development efforts, trade names, customer lists and customer relationships, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangibles is a static expense, one that is not typically affected by operations during any particular period.
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•Severance: Severance costs relate to the separation of our Chief Operations Officer in Q1 2022 and costs related to other internal role consolidations. These amounts are unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.
Non-GAAP loss per share: Non-GAAP net loss excludes the items listed above as excluded from non-GAAP loss from operations and also excludes amortization of debt issuance costs, gain on equity investment and the taxes related to these items and the items excluded from non-GAAP loss from operations. Estimates of non-GAAP loss per share are calculated by dividing estimates for non-GAAP loss by our estimate of weighted average shares outstanding for the future period. In addition to the items listed above as excluded from non-GAAP loss from operations, non-GAAP net loss excludes the following items from non-GAAP estimates:
•Amortization of Debt Issuance Costs: Amortization of debt issuance costs are related to our convertible notes. These amounts are unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.
•Gain on Equity Investment: Gain on equity investment relate to an observable price change for an equity investment without a readily determinable fair value identified during the quarter ended September 30, 2022. These amounts are unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.
•Taxes: We exclude the tax consequences associated with non-GAAP items to provide investors with a useful comparison of our operating results to prior periods and to our peer companies because such amounts can vary significantly. In the fourth quarter of 2014, we concluded that it is more likely than not that we will be unable to fully realize our deferred tax assets and accordingly, established a valuation allowance against those assets. The ongoing impact of the valuation allowance on our non-GAAP effective tax rate has been eliminated to allow investors to better understand our business performance and compare our operating results with peer companies.

Annual Recurring Revenue: Annual Recurring Revenue ("ARR") is used to assess the trajectory of our cloud business. ARR means, as of a specified date, the contracted recurring revenue, including contracts with a future start date, together with annualized overage fees incurred above contracted minimum transactions, and excluding perpetual and term license agreements recognized as license revenue in accordance with GAAP. ARR should be viewed independently of revenue and any other GAAP measure. Subscription ARR is calculated in the same manner, but excludes maintenance and support ARR.
Non-GAAP Tax Rate: The estimated non-GAAP effective tax rate adjusts the tax effect to quantify the impact of the excluded non-GAAP items.
Adjusted EBITDA: Adjusted EBITDA is defined as GAAP net loss before interest expense, provision for income taxes, depreciation and amortization, as adjusted to eliminate the effect of stock-based compensation cost, severance, amortization of acquisition-related intangibles, depreciation and amortization and capitalized internal-use software development costs. Adjusted EBITDA should not be considered as an alternative to net loss as an indicator of our operating performance.
Free Cash Flow: Free cash flow is a non-GAAP financial measure which is defined as net cash provided by (used in) operating activities, less capital expenditures (excluding expenditures for PROS new headquarters), purchases of other (non-acquisition-related) intangible assets and capitalized internal-use software development costs.
Calculated Billings: Calculated billings is defined as total subscription, maintenance and support revenue plus the change in recurring deferred revenue in a given period.
These non-GAAP estimates are not measurements of financial performance prepared in accordance with GAAP, and we are unable to reconcile these forward-looking non-GAAP financial measures to their directly comparable GAAP financial measures because the information described above which is needed to complete a reconciliation is unavailable at this time without unreasonable effort.
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Investor Contact:
PROS Investor Relations Belinda Overdeput (In thousands, except share and per share amounts)
713-335-5879
ir@pros.com
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PROS Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
September 30, 2022 December 31, 2021
Assets:
Current assets:
Cash and cash equivalents
$ 206,824  $ 227,553 
Trade and other receivables, net of allowance of $529 and $1,206, respectively 45,918  40,581 
Deferred costs, current
5,946  5,772 
Prepaid and other current assets
11,706  9,623 
Total current assets
270,394  283,529 
Property and equipment, net
26,128  30,958 
Operating lease right-of-use assets
18,096  25,732 
Deferred costs, noncurrent
8,606  9,510 
Intangibles, net
19,825  27,618 
Goodwill
106,751  108,133 
Other assets, noncurrent
11,092  9,003 
Total assets
$ 460,892  $ 494,483 
Liabilities and Stockholders’ (Deficit) Equity:
Current liabilities:
Accounts payable and other liabilities
$ 6,926  $ 4,034 
Accrued liabilities
13,389  12,631 
Accrued payroll and other employee benefits
24,630  31,994 
Operating lease liabilities, current
7,135  8,457 
Deferred revenue, current
109,262  97,713 
Total current liabilities
161,342  154,829 
Deferred revenue, noncurrent
6,929  8,553 
Convertible debt, net, noncurrent
289,406  288,287 
Operating lease liabilities, noncurrent
29,898  38,034 
Other liabilities, noncurrent
999  1,196 
Total liabilities
488,574  490,899 
Stockholders' (deficit) equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued
—  — 
Common stock, $0.001 par value, 75,000,000 shares authorized; 50,002,828
and 49,201,265 shares issued, respectively; 45,322,105 and 44,520,542 shares outstanding, respectively
50  49 
Additional paid-in capital
581,819  546,693 
Treasury stock, 4,680,723 common shares, at cost (29,847) (29,847)
Accumulated deficit
(573,551) (508,652)
Accumulated other comprehensive loss
(6,153) (4,659)
Total stockholders’ (deficit) equity
(27,682) 3,584 
Total liabilities and stockholders’ (deficit) equity
$ 460,892  $ 494,483 


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PROS Holdings, Inc.
Condensed Consolidated Statements of Loss
(In thousands, except per share data)
(Unaudited) 
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Revenue:
Subscription $ 51,763  $ 44,119  $ 150,914  $ 130,991 
Maintenance and support 7,071  8,477  22,175  26,721 
Total subscription, maintenance and support 58,834  52,596  173,089  157,712 
Services 11,514  10,075  32,113  28,738 
Total revenue 70,348  62,671  205,202  186,450 
Cost of revenue:
Subscription 13,829  13,122  41,354  40,512 
Maintenance and support 1,952  2,044  6,107  6,459 
Total cost of subscription, maintenance and support 15,781  15,166  47,461  46,971 
Services 11,829  10,886  35,151  31,977 
Total cost of revenue 27,610  26,052  82,612  78,948 
Gross profit 42,738  36,619  122,590  107,502 
Operating expenses:
Selling and marketing 22,221  21,025  71,528  63,779 
Research and development 23,303  19,467  71,171  60,846 
General and administrative 13,395  11,935  41,561  35,581 
Impairment of fixed assets —  —  1,551  — 
Loss from operations (16,181) (15,808) (63,221) (52,704)
Convertible debt interest and amortization (1,576) (1,576) (4,728) (4,728)
Other income (expense), net 4,158  (71) 3,738  219 
Loss before income tax provision (13,599) (17,455) (64,211) (57,213)
Income tax provision 254  70  688  387 
Net loss $ (13,853) $ (17,525) $ (64,899) $ (57,600)
Net loss per share:
Basic and diluted $ (0.31) $ (0.39) $ (1.44) $ (1.30)
Weighted average number of shares:
Basic and diluted 45,314  44,386  45,207  44,318 
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PROS Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Operating activities:
Net loss
$ (13,853) $ (17,525) $ (64,899) $ (57,600)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
3,395  2,736  11,843  8,828 
Amortization of debt issuance costs 373  373  1,119  1,119 
Share-based compensation
10,626  8,634  32,617  25,410 
Provision for doubtful accounts
(71) (388) (371) (2,078)
Impairment of fixed assets
—  —  1,551  — 
Gain on equity investment (3,308) —  (3,308) — 
Changes in operating assets and liabilities:
Accounts and unbilled receivables
(11,341) (1,398) (4,900) 8,521 
Deferred costs
598  887  730  2,296 
Prepaid expenses and other assets
824  (698) (571) 397 
Operating lease right-of-use assets and liabilities (808) (1,925) 35 
Accounts payable and other liabilities
1,282  (306) 2,911  593 
Accrued liabilities
885  (338) 817  (539)
Accrued payroll and other employee benefits
1,756  3,190  (7,388) 215 
Deferred revenue
651  (3,347) 9,838  (4,782)
Net cash used in operating activities (8,991) (8,171) (21,936) (17,585)
Investing activities:
Purchases of property and equipment
(76) (347) (845) (2,432)
Purchase of equity securities
—  (2,169) (169) (2,670)
Net cash used in investing activities (76) (2,516) (1,014) (5,102)
Financing activities:
Proceeds from employee stock plans 1,279  1,515  2,722  3,111 
Tax withholding related to net share settlement of stock awards
—  —  (212) (352)
Payments of notes payable
—  (288) —  (288)
Net cash provided by financing activities 1,279  1,227  2,510  2,471 
Effect of foreign currency rates on cash (566) (224) (289) (276)
Net change in cash and cash equivalents (8,354) (9,684) (20,729) (20,492)
Cash and cash equivalents:
Beginning of period
215,178  318,326  227,553  329,134 
End of period
$ 206,824  $ 308,642  $ 206,824  $ 308,642 
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PROS Holdings, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share data)
(Unaudited)
We use these non-GAAP financial measures to assist in the management of the Company because we believe that this information provides a more consistent and complete understanding of the underlying results and trends of the ongoing business due to the uniqueness of these charges.
See breakdown of the reconciling line items on page 10.
Three Months Ended September 30,
Quarter over Quarter
Nine Months Ended September 30,
Year over Year
2022 2021
% change
2022 2021
% change
GAAP gross profit
$ 42,738  $ 36,619  17  % $ 122,590  $ 107,502  14  %
Non-GAAP adjustments:
Amortization of acquisition-related intangibles
1,555  384  5,223  1,196 
Share-based compensation
1,050  951  2,881  2,753 
Non-GAAP gross profit
$ 45,343  $ 37,954  19  % $ 130,694  $ 111,451  17  %
Non-GAAP gross margin
64.5  % 60.6  % 63.7  % 59.8  %
GAAP loss from operations
$ (16,181) $ (15,808) % $ (63,221) $ (52,704) 20  %
Non-GAAP adjustments:
Amortization of acquisition-related intangibles
2,221  845  7,793  2,597 
Severance
—  —  1,508  — 
Share-based compensation
10,626  8,634  32,617  25,410 
Total Non-GAAP adjustments
12,847  9,479  41,918  28,007 
Non-GAAP loss from operations
$ (3,334) $ (6,329) (47) % $ (21,303) $ (24,697) (14) %
Non-GAAP loss from operations % of total revenue
(4.7) % (10.1) % (10.4) % (13.2) %
GAAP net loss
$ (13,853) $ (17,525) (21) % $ (64,899) $ (57,600) 13  %
Non-GAAP adjustments:
Total Non-GAAP adjustments affecting loss from operations
12,847  9,479  41,918  28,007 
Amortization of debt issuance costs
373  373  1,119  1,119 
Gain on equity investment (3,308) —  (3,308) — 
Tax impact related to non-GAAP adjustments
1,066  1,744  6,078  6,569 
Non-GAAP net loss
$ (2,875) $ (5,929) (52) % $ (19,092) $ (21,905) (13) %
Non-GAAP diluted loss per share
$ (0.06) $ (0.13) $ (0.42) $ (0.49)
Shares used in computing non-GAAP loss per share
45,314  44,386  45,207  44,318 
9


PROS Holdings, Inc.
Supplemental Schedule of Non-GAAP Financial Measures
Increase (Decrease) in GAAP Amounts Reported
(In thousands)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Cost of Subscription Items
  Amortization of acquisition-related intangibles
1,555  384  5,223  1,183 
  Share-based compensation
174  182  510  508 
Total cost of subscription items
$ 1,729  $ 566  $ 5,733  $ 1,691 
Cost of Maintenance Items
  Amortization of acquisition-related intangibles
—  —  —  13 
  Share-based compensation
109  131  298  362 
Total cost of maintenance items
$ 109  $ 131  $ 298  $ 375 
Cost of Services Items
  Share-based compensation
767  638  2,073  1,883 
Total cost of services items
$ 767  $ 638  $ 2,073  $ 1,883 
Sales and Marketing Items
  Amortization of acquisition-related intangibles
666  461  2,570  1,401 
  Severance
—  —  1,444  — 
  Share-based compensation
2,897  2,600  9,413  7,334 
Total sales and marketing items
$ 3,563  $ 3,061  $ 13,427  $ 8,735 
Research and Development Items
  Share-based compensation
2,995  1,924  9,607  5,867 
Total research and development items
$ 2,995  $ 1,924  $ 9,607  $ 5,867 
General and Administrative Items
  Severance
—  —  64  — 
  Share-based compensation
3,684  3,159  10,716  9,456 
Total general and administrative items
$ 3,684  $ 3,159  $ 10,780  $ 9,456 
10


PROS Holdings, Inc.
Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Adjusted EBITDA
GAAP Loss from Operations
$ (16,181) $ (15,808) $ (63,221) $ (52,704)
Amortization of acquisition-related intangibles
2,221  845  7,793  2,597 
Severance
—  —  1,508  — 
Share-based compensation
10,626  8,634  32,617  25,410 
Depreciation and other amortization
1,174  1,891  4,050  6,231 
Adjusted EBITDA
$ (2,160) $ (4,438) $ (17,253) $ (18,466)
Net cash used in operating activities $ (8,991) $ (8,171) $ (21,936) $ (17,585)
Purchase of property and equipment (excluding new headquarters)
(76) (347) (845) (1,291)
Free Cash Flow
$ (9,067) $ (8,518) $ (22,781) $ (18,876)
Guidance
Q4 2022 Guidance Full Year 2022 Guidance
Low High Low High
Adjusted EBITDA
  GAAP Loss from Operations
$ (24,100) $ (23,100) $ (87,300) $ (86,300)
Amortization of acquisition-related intangibles
2,000  2,000  9,700  9,700 
Severance
5,000  5,000  6,500  6,500 
Share-based compensation
10,700  10,700  43,400  43,400 
Depreciation and other amortization
1,200  1,200  5,200  5,200 
Adjusted EBITDA
$ (5,200) $ (4,200) $ (22,500) $ (21,500)




11
EX-99.2 3 irdeckq32022.htm EX-99.2 irdeckq32022
PROS Holdings, Inc. Third Quarter 2022 Investor Presentation Updated November 1, 2022 ir@pros.com


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about macroeconomic conditions, the impact of the coronavirus (COVID-19) pandemic; our financial outlook; expectations; ability to achieve future growth and profitability; management's confidence and optimism; positioning; customer successes; demand for our software solutions; pipeline; business expansion; revenue; subscription revenue; ARR; non-GAAP loss per share; adjusted EBITDA; free cash flow; shares outstanding and effective tax rate. The forward-looking statements contained in this presentation are based upon our historical performance and our current plans, estimates and expectations and are not a representation that such plans, estimates or expectations will be achieved. Factors that could cause actual results to differ materially from those described herein include, among others, risks related to: (a) the impact of the COVID-19 pandemic, such as the scope and duration of the outbreak, including variants, and, among other effects, the timeframe for recovery of the travel industry, (b) cyberattacks, data breaches and breaches of security measures within our products, systems and infrastructure or products, systems and infrastructure of third parties upon whom we rely, (c) increasing business from customers and maintaining subscription renewal rates, (d) managing our growth effectively, (e) disruptions from our third party data center, software, data, and other unrelated service providers, (f) implementing our solutions, (g) cloud operations, (h) intellectual property and third-party software, (i) acquiring and integrating businesses and/or technologies, (j) catastrophic events, (k) operating globally, including economic and commercial disruptions, (l) potential downturns in sales and lengthy sales cycles, (m) software innovation, (n) competition, (o) market acceptance of our software innovations, (p) maintaining our corporate culture, (q) personnel risks including loss of any key employees and competition for talent, (r) expanding and training our direct and indirect sales force, (s) evolving data privacy, cyber security and data localization laws, (t) our debt repayment obligations, (u) the timing of revenue recognition and cash flow from operations, (v) migrating customers to our latest cloud solutions, and (w) returning to profitability. Additional information relating to the risks and uncertainties affecting our business is contained in our filings with the SEC. These forward-looking statements represent our expectations as of the date hereof. Subsequent events may cause these expectations to change, and PROS disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise. This presentation includes certain supplemental non-GAAP financial measures, that we believe are useful to investors as useful tools for assessing the comparability between periods as well as company by company. Our computation of these measures may not be comparable to other similarly titled measures computed by other companies. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, our financial information and results prepared in accordance with U.S. GAAP included in our periodic filings made with the SEC. Further information relevant to the interpretation of non-GAAP financial measures, and reconciliations of these non-GAAP financial measures to the most comparable GAAP measures, may be found in the Appendix to this presentation.


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 3 To optimize every shopping and selling experience. Our vision…


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 4 PROS at a Glance $270mm+ Total Revenue TTM Q3 ‘22 84% Recurring Revenue as a % of Q3 ‘22 Total Revenue $30B+ Underpenetrated, Addressable Market Subscription Revenue Growth YoY Q3 ‘22 60+ Countries with Customers 17% 93%+ Customer Gross Revenue Retention Rate TTM Q3 ‘22 Avg. Revenue Uplift Customers Generate Using PROS 8% 2T+ Transactions Processed Annually


 
Business Overview


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 6 We believe the combination of artificial intelligence and omnichannel, digital selling technology is critical for businesses to meet buyers’ expectations and thrive in today’s everchanging markets.


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 7 Customer Buying Experience, The New Battlefield 89% of businesses expect to compete mainly on customer experience, up from just 36% in 2010 Source: Gartner


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 8 Customer Buying Experience, The New Battlefield • Speed • Transparency • Personalization • Consistency


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 9 THE CUSTOMER ECOMMERCECRM API+ Robust Product Catalogs Product and Service Configuration Performance Quoting Streamlined Sales Agreements Sales Opportunity Insights Omnichannel Price Management Customer-Specific Price Optimization Real-Time Price Delivery Common Data Model Connected Selling Workflows Shared UX Design System Artificial Intelligence ACTIONABLE INSIGHTS ACTIONABLE INSIGHTS Learn more about The PROS Platform.


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 10 THE PASSENGER MobileAirline.com NDC API Revenue Management Dynamic Pricing Ancillary Merchandising Bundling & Segmentation Group & Corporate Sales Pricing & Shopping Digital Retailing Booking, Ticketing & Servicing GDS For Travel Common Data Model Connected Selling Workflows Shared UX Design System Artificial Intelligence Digital Offer Marketing ACTIONABLE INSIGHTS ACTIONABLE INSIGHTS Learn more about The PROS Platform for Travel.


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 11 The Industry-Leading PROS Platform ✓The only single, fully connected platform in our space • B2B: PROS is the only vendor to be ranked as a Leader by industry analysts in the Price Optimization & Management and Configure-Price- Quote categories. • Travel: PROS is uniquely able to deliver an end-to-end solution that enables airlines as retailers to optimize every shopping and selling experience an airline owns. ✓A high-performance price delivery architecture PROS technology and architecture is featured as a use case of the scale cube in The Art of Scalability, showcasing extreme performance, reliability, and scalability of a distributed real-time platform. ✓Experienced, proven AI Our SaaS native solutions process over 2 trillion transactions per year to generate AI-based outcomes for our customers – that’s more than 12x the number of transactions processed by Visa in a year.


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 12 Platform Strategy Provides Numerous Vectors for Growth LAND EXPAND EXTEND Highly differentiated, modularized capabilities with proven ROI and rapid time-to-value drive customer acquisition. Many expansion paths; customers can adopt new modules or capabilities, add new divisions or geographies, or expand in usage volume. Extensible platform empowers PROS partner ecosystem and customers to bring new digital selling innovations to market.


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 13 PROS is a Proven Leader in AI and Machine Learning AI and Machine Learning Solutions International Business Award 2022 Best AI-based Solution for Sales AI Breakthrough Awards 2022 Silver Globee for Business Intelligence Innovation 14th Annual Golden Bridge Business and Innovation Awards 2022 Artificial Intelligence Excellence Award for Automated Reasoning Artificial Intelligence Excellence Awards 2022 Learn more about PROS AI Neural Networks Deep Learning Reinforcement Learning Pricing Optimization Demand Forecasting Explainable AI Extensible AI


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 14 PROS Delivers Significant ROI Learn more about PROS ROI study. +8% +200 bp +67% Revenue Uplift Margin Improvement Efficiency Gain A study of 131 customers’ self-reported results showed, on average, …from the use of PROS solutions.


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 15 Leading Companies Across Industries Choose PROS to Power Commerce Travel TechnologyHealthcare Chemicals & Energy Food & ConsumablesB2B Services Automotive & Industrial


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 16 Hear What PROS Customers Have to Say This is the first time in our company’s recorded history that we’ve had inflationary pressures and actually been able to increase our margins – and that’s because of PROS.” VP of Pricing Fortune 500 Distributor Our industry certainly has been faced with rising material costs, transportation costs, constraints of supply, throw in a global pandemic, why don't you. The need for technology that's dynamic and flexible, it's critical for businesses in today's day and age. And having PROS be part of our technology ecosystem. That solution has allowed us to continue to be flexible. Murrae-Anne Carlson WESCO Anixter Senior Director, Pricing Solutions In the emerging digital selling landscape, customers are looking for frictionless buying experiences, with immediate responses about pricing and delivery. PROS has proved to be an excellent partner, committed to our success. Jean-Phillippe Bitouzet Saint Gobain Director, Supply Chain & Business Model See all our customer case studies and testimonials on pros.com. There are small cost investment, large impact, like Salesforce, PROS as a pricing tool, Tableau as an analytical tool. Lance Fritz Union Pacific CEO, Q2 2020 Earnings Call


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 17 PROS TAM is Massive, Global and Growing $30B+ Underpenetrated, Addressable Market(1) Strategic Industries and Geographies +$9B Emerging Industries and Geographies$21B $2.4B Automotive & Industrial $1.6B Food & Consumables $1.3B Healthcare $1.2B Travel $1.0B B2B Services $800mm Technology $700mm Chemicals & Energy (1) TAM represents our estimated global total revenue and market opportunity but does not represent the actual market opportunity that we may target or ultimately service or otherwise derive revenue from. Our estimate of TAM may be revised in the future depending on a variety of factors, including competitive dynamics, our sales efforts, customer needs, industry shifts and other economic factors.


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 18 Go-To-Market Strategy to Drive Market Penetration Direct Sales Model Partner Ecosystem 62 Quota-Carrying Personnel Target Industry Alignment Americas | EMEA | APAC Technology Partners System Integrators


 
Financial Overview


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 20 66.1 98.7 145.3 170.5 178.0 203.3 2017 2018 2019 2020 2021 2022E Subscription Revenue Growth Trajectory ($mm, % YoY Growth) 49% 17% 47% 4% 14% • 28% CAGR 2017 through 2021 • Continued growth through the COVID-19 pandemic • Re-accelerating growth in 20221 1 1) 2022 dollar value and growth rate based on the mid-point of the Subscription Revenue 2022 Guidance. 2022 expectations are forward-looking statements. Given the risks, uncertainties and assumptions related to PROS’ business and operations, PROS’ actual future results may differ materially from these expectations. Investors should review the Company’s cautionary statements and risk factors referred to in this presentation.


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 21 Driving Consistent Margin1 Expansion 1) For definitions of non-GAAP measures or reconciliation of non-GAAP to GAAP measures, please refer to the appendix of this presentation. 69% 71% 72% 75% 76% 76% 77% 59% 60% 61% 63% 63% 64% 64% 50% 55% 60% 65% 70% 75% 80% Q1 '21 Q2 '21 Q3 '21 Q4 '21 Q1 '22 Q2 '22 Q3 '22 Non-GAAP Subscription Gross Margin Non-GAAP Gross Margin 750+ basis point improvement in 7 quarters 550+ basis point improvement in 7 quarters


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 22 Third Quarter 2022 Earnings Recap $mm (Except Per Share) Q3 2022 Q3 2021 Delta TTM 9/30/2022 TTM 9/30/2021 Delta Total Revenue $70.3 $62.7 12% $270.2 $247.3 9% Subscription Revenue $51.8 $44.1 17% $197.9 $173.9 14% Adjusted EBITDA ($2.2) ($4.4) $2.3 ($23.6) ($22.6) ($1.0) Free Cash Flow ($9.1) ($8.5) ($0.5) ($24.1) ($7.4) ($16.7) Non-GAAP Net Loss Per Share ($0.06) ($0.13) $0.07 ($0.57) ($0.63) $0.06


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 23 Guidance Summary Q4 2022 Guidance v. Q4 2021 at Mid-Point Full Year 2022 Guidance v. Prior Year at Mid-Point Total Revenue $68.5 to $69.5 6% $273.75 to $274.75 9% Subscription Revenue $52.1 to $52.6 11% $203.0 to $203.5 14% ARR n/a n/a $246.0 to $250.0 9% Subscription ARR n/a n/a $224.0 to $228.0 16% Non-GAAP Loss Per Share $(0.14) to $(0.11) $0.04 n/a n/a Adjusted EBITDA $(5.2) to $(4.2) $1.7 $(22.5) to $(21.5) $2.8 Free Cash Flow n/a n/a $(25.0) to $(21.0) $(2.8) Notes: • The 2022 Guidance shown here are forward-looking statements. Given the risks, uncertainties and assumptions related to PROS’ business and operations, PROS’ actual future results may differ materially from these expectations. Investors should review the Company’s cautionary statements and risk factors referred to in this presentation. • Based on an estimated 45.5 million basic weighted average shares outstanding for the fourth quarter of 2022 and a 22% non-GAAP estimated tax rate for the fourth quarter and full year 2022. • Please see appendix for a reconciliation of these non-GAAP metrics to GAAP metrics.


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 24 Long-Term Targets Notes: • The long-term targets shown here are forward-looking statements. Given the risks, uncertainties and assumptions related to PROS’ business and operations, PROS’ actual future results may differ materially from these expectations. Investors should review the Company’s cautionary statements and risk factors referred to in this presentation. • For definitions of non-GAAP measures, please refer to the appendix of this presentation. 20% Approaching 70% 10%+ Total Revenue Annual Growth Total Gross Margin (Non-GAAP) Adjusted EBITDA Margin (Non-GAAP) 10%+ Free Cash Flow Margin (Non-GAAP) Targets are set for 3-5 years (FY2025 – FY2027)


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 25 Supplemental Business Metrics Revenue Q4 '20 Q1 '21 Q2 '21 Q3 '21 Q4 '21 Q1 '22 Q2 '22 Q3 '22 Subscription $ 42,897 $ 42,648 $ 44,224 $ 44,119 $ 47,015 $ 48,765 $ 50,386 $ 51,763 Maintenance and Support $ 9,663 $ 9,674 $ 8,570 $ 8,477 $ 8,390 $ 7,855 $ 7,249 $ 7,071 Recurring Revenue $ 52,560 $ 52,322 $ 52,794 $ 52,596 $ 55,405 $ 56,620 $ 57,635 $ 58,834 Services $ 8,298 $ 9,056 $ 9,607 $ 10,075 $ 9,568 $ 9,872 $ 10,727 $ 11,514 Total Revenue $ 60,858 $ 61,378 $ 62,401 $ 62,671 $ 64,973 $ 66,492 $ 68,362 $ 70,348 Recurring Revenue % 86% 85% 85% 84% 85% 85% 84% 84% Revenue by Geography Q4 '20 Q1 '21 Q2 '21 Q3 '21 Q4 '21 Q1 '22 Q2 '22 Q3 '22 United States $ 19,824 $ 20,876 $ 21,875 $ 23,275 $ 22,866 $ 23,194 $ 23,908 $ 24,952 Europe $ 18,497 $ 18,692 $ 18,562 $ 18,571 $ 20,659 $ 20,823 $ 20,865 $ 20,816 Rest of World $ 22,537 $ 21,810 $ 21,964 $ 20,825 $ 21,448 $ 22,475 $ 23,589 $ 24,580


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 26 Supplemental Business Metrics Financial & Operating Metrics Q4 '20 Q1 '21 Q2 '21 Q3 '21 Q4 '21 Q1 '22 Q2 '22 Q3 '22 Non-GAAP Gross Margin1 61% 59% 60% 61% 63% 63% 64% 64% Non-GAAP Subscription Gross Margin1 70% 69% 71% 72% 75% 76% 76% 77% Non-GAAP Recurring Revenue Gross Margin1 72% 71% 71% 72% 75% 76% 76% 76% Adjusted EBITDA1 $ (4,175) $ (9,352) $ (4,676) $ (4,438) $ (6,356) $ (9,123) $ (5,970) $ (2,160) Cash and Cash Equivalents $ 329,134 $ 323,929 $ 318,326 $ 308,642 $ 227,553 $ 217,393 $ 215,178 $ 206,824 Recurring Deferred Revenue $ 95,551 $ 109,504 $ 97,510 $ 95,774 $ 96,133 $ 116,948 $ 103,510 $ 105,650 Total Deferred Revenue $ 110,528 $ 122,006 $ 109,131 $ 105,764 $ 106,266 $ 128,802 $ 115,485 $ 116,191 TTM Recurring Calculated Billings1 $ 185,572 $ 196,329 $ 203,468 $ 200,748 $ 213,699 $ 224,858 $ 228,255 $ 238,370 Remaining Performance Obligations2 $ 389,700 $ 401,300 $ 390,500 $ 373,000 $ 360,500 $ 433,100 $ 434,900 $ 442,300 Remaining Performance Obligations - Current $ 178,900 $ 191,000 $ 190,300 $ 180,500 $ 184,600 $ 201,100 $ 197,400 $ 199,300 Free Cash Flow1 $ 11,430 $ (4,632) $ (5,726) $ (8,518) $ (1,334) $ (11,475) $ (2,239) $ (9,067) Total Headcount (including contractors) 1,403 1,409 1,409 1,401 1,545 1,541 1,597 1,626 Quota-carrying Personnel – New Business 51 54 56 64 67 64 58 62 1) For definitions of non-GAAP measures or reconciliation of non-GAAP to GAAP measures, please refer to the appendix of this presentation. 2) Remaining performance obligation represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that will be recognized as revenue in future periods.


 
Our Values


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 28 Our Mission: To Help People and Companies Outperform We are INNOVATORS Thinking creatively to find new paths to success for our people, our customers, and our business. We CARE Putting people first - our customers, employees, partners, and community - it’s how our company was started, and how we’ll always run it. Looking for every opportunity to create a better PROS and a better experience for our customers, and we hold ourselves accountable. We are OWNERS Learn more about our incredible culture


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 29 Governance, Security, & Environmental Sustainability Governance • LEED Silver certified global HQ • Sustainable data centers worldwide through our partnership with Microsoft • Recycling program in all offices Security PROS Board of Directors and Executive team are committed to adhering to the highest ethical values and promoting transparency. For more detail and a complete list of governance documents and charters, visit the governance page of our website. For further disclosures, read our ESG report. At PROS, security is the responsibility of everyone. We take data security and privacy seriously. ✓ ISO 27001 Certified ✓ ISO 27018 Certified ✓ SOC1 Type 2 Certified ✓ SOC2 Type 2 Certified ✓ Cloud Security Alliance Compliant ✓ GDPR Compliant For more detail on security and compliance, including detail on all certifications we hold, visit the trust and security page of our website. Environmental Sustainability


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 30 Diversity & Inclusion PROS Employee Resource Groups (ERGs) Our ERGs are formed and led by employees, with company support, and any interested employee may join any group. Organized around common life experiences and backgrounds, they serve to champion our diversity initiatives and facilitate a workplace culture of equity and inclusion. Committed to a Diverse & Inclusive Environment We welcome and celebrate diverse perspectives, cultures and experiences. We are truly a ‘people first’ culture where every person is encouraged to bring their authentic selves to work and feel they belong and are valued. Our diversity in thought and action is what makes PROS a special place. Learn more 27% 30% 30% 29% 33% 32% 35% 35% 36% 36% 2017 2018 2019 2020 2021 25% 25% 27% 26% 26% 17% 21% 23% 24% 25% 2017 2018 2019 2020 2021 Overall Representation % of All Employees Globally Management % of All Managers Globally Overall Representation % of All Employees U.S. Management % of All Managers U.S. Women at PROS Underrepresented Minorities in the U.S. 2021 figures based on 1,210 global employees as of 12/31/21 2021 figures based on 805 employees in the U.S. as of 12/31/21 Note: Underrepresented Minorities include AA, Hispanic and Multicultural For further disclosures on D&I at PROS, read our ESG report.


 
Appendix


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 32 Supplemental Information – Explanation of Non-GAAP Measures PROS has provided certain financial information that has not been prepared in accordance with GAAP. This information includes non-GAAP gross profit, non-GAAP gross margin, non-GAAP subscription gross margin, non-GAAP recurring revenue gross margin, adjusted EBITDA and free cash flow. PROS uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating PROS’ ongoing operational performance and cloud transition. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measure. A reconciliation of GAAP to the non-GAAP financial measures has been provided in these tables and in the earnings press release. PROS' use of non-GAAP financial measures may not be consistent with the presentations by similar companies in PROS' industry. Non-GAAP gross profit: Non-GAAP gross profit is defined as GAAP gross profit less the portion of new headquarters noncash rent expense, amortization of acquisition-related intangibles and share-based compensation costs allocated to cost of subscription, maintenance and support, and services. Non-GAAP gross margin is calculated as the percentage of non-GAAP gross profit divided by total revenue. Non-GAAP subscription gross margin and recurring revenue gross margin are similarly calculated to compare the non-GAAP gross profit of subscription revenue and recurring revenue (subscription, maintenance and support revenue), respectively, to total subscription and recurring revenue, respectively. In calculating the non-GAAP gross profit of subscription revenue, the total costs of subscription are adjusted to reduce such costs by the portion of new headquarters noncash rent expense, amortization of acquisition-related intangibles and share-based compensation costs allocated to cost of subscription. In calculating the non- GAAP gross profit of recurring revenue, the total costs of subscription, maintenance and support are adjusted to reduce such costs by the portion of new headquarters noncash rent expense, amortization of acquisition-related intangibles and share-based compensation costs allocated to cost of subscription and cost of maintenance and support. Adjusted EBITDA: Adjusted EBITDA is defined as GAAP net loss before interest expense, provision for income taxes, depreciation and amortization, as adjusted to eliminate the effect of stock-based compensation cost, acquisition-related expenses, amortization of acquisition-related intangibles, depreciation and amortization, new headquarters noncash rent expense, severance and capitalized internal-use software development costs. Adjusted EBITDA should not be considered as an alternative to net loss as an indicator of our operating performance. Free Cash Flow: Free cash flow is a non-GAAP financial measure which is defined as net cash provided by (used in) operating activities, less capital expenditures (excluding expenditures for PROS new headquarters), purchases of other (non-acquisition-related) intangible assets and capitalized internal-use software development costs. Calculated Billings: Calculated billings is defined as total subscription, maintenance and support revenue plus the change in recurring deferred revenue in a given period.


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 33 Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures – Guidance (In thousands, Unaudited) Low High Adjusted EBITDA GAAP Loss from Operations $ (24,100) $ (23,100) Amortization of acquisition-related intangibles 2,000 2,000 Severance 5,000 5,000 Share-based compensation 10,700 10,700 Depreciation and other amortization 1,200 1,200 Adjusted EBITDA $ (5,200) $ (4,200) Q4 2022 Guidance Low High Adjusted EBITDA GAAP Loss from Operations $ (87,300) $ (86,300) Amortization of acquisition-related intangibles 9,700 9,700 Severance 6,500 6,500 Share-based compensation 43,400 43,400 Depreciation and other amortization 5,200 5,200 Adjusted EBITDA $ (22,500) $ (21,500) Full Year 2022 Guidance


 
©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 34 Supplemental Information - GAAP to Non-GAAP Reconciliations (unaudited) Gross Profit Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 GAAP Gross Profit $ 35,539 $ 34,886 $ 35,997 $ 36,619 $ 38,996 $ 39,131 $ 40,721 $ 42,738 Amortization of acquisition-related intangibles 886 421 391 384 752 1,983 1,685 1,555 Share-based compensation 587 826 976 951 926 825 1,006 1,050 Non-GAAP Gross Profit $ 37,012 $ 36,133 $ 37,364 $ 37,954 $ 40,674 $ 41,939 $ 43,412 $ 45,343 Non-GAAP Gross Margin 61% 59% 60% 61% 63% 63% 64% 64% Subscription Gross Profit Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 GAAP Subscription Gross Profit $ 29,377 $ 28,847 $ 30,635 $ 30,997 $ 34,109 $ 34,986 $ 36,640 $ 37,934 Amortization of acquisition-related intangibles 714 408 391 384 752 1,983 1,685 1,555 Share-based compensation 126 148 178 182 207 151 185 174 Non-GAAP Subscription Gross Profit $ 30,217 $ 29,403 $ 31,204 $ 31,563 $ 35,068 $ 37,120 $ 38,510 $ 39,663 Non-GAAP Subscription Gross Margin 70% 69% 71% 72% 75% 76% 76% 77% Recurring Revenue Gross Profit Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 GAAP Recurring Revenue Gross Profit $ 36,737 $ 36,263 $ 37,048 $ 37,430 $ 40,446 $ 40,674 $ 41,901 $ 43,053 Amortization of acquisition-related intangibles 886 421 391 384 752 1,983 1,685 1,555 Share-based compensation 190 252 305 313 343 242 283 283 Non-GAAP Recurring Revenue Gross Profit $ 37,813 $ 36,936 $ 37,744 $ 38,127 $ 41,541 $ 42,899 $ 43,869 $ 44,981 Non-GAAP Recurring Revenue Gross Margin 72% 71% 71% 72% 75% 76% 76% 76% Adjusted EBITDA Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 GAAP Loss From Operations $ (13,426) $ (20,590) $ (16,306) $ (15,808) $ (21,639) $ (26,503) $ (20,537) $ (16,181) Acquisition-related expenses - - - - 2,386 - - - Amortization of acquisition-related intangibles 1,363 867 885 845 1,420 2,975 2,597 2,221 Severance - - - - - 1,508 - - Share-based compensation 5,922 8,170 8,606 8,634 9,665 11,225 10,766 10,626 Depreciation and other amortization 2,387 2,201 2,139 1,891 1,812 1,672 1,204 1,174 Capitalized internal-use software development costs (421) - - - - - - - Adjusted EBITDA $ (4,175) $ (9,352) $ (4,676) $ (4,438) $ (6,356) $ (9,123) $ (5,970) $ (2,160) Free Cash Flow Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Cash Flow From Operations $ 12,452 $ (4,429) $ (4,985) $ (8,171) $ (970) $ (11,014) $ (1,931) $ (8,991) Purchase of property and equipment (excluding new headquarters) (601) (203) (741) (347) (364) (461) (308) (76) Capitalized internal-use software development costs (421) - - - - - - - Free Cash Flow $ 11,430 $ (4,632) $ (5,726) $ (8,518) $ (1,334) $ (11,475) $ (2,239) $ (9,067)


 
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