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8-K - FORM 8-K - PROS Holdings, Inc.form8-kearningreleaseleadx.htm
EXHIBIT 99.1

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PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2017 FINANCIAL RESULTS

Subscription revenue up 47% year-over-year.
Recurring revenue comprised 76% of total revenue, compared with 70% in the same period last year.
Won Microsoft Alliance Global Commercial ISV Partner of the Year Award.

HOUSTON – August 3, 2017 — PROS Holdings, Inc. (NYSE: PRO), a cloud software company powering the shift to modern commerce, today announced financial results for the second quarter ended June 30, 2017.

CEO Andres Reiner stated, “We are excited to see our strategic vision continue to unfold with another solid performance in the second quarter. On the strength of our land and expand strategy and our industry approach, we grew subscription revenue 47% year-over-year, exceeding the high end of guidance. Our rich history in AI and machine learning puts us in a strong position to capitalize on a large market opportunity to power modern commerce.”

Second Quarter 2017 Financial Highlights

Key financial results for the second quarter 2017 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
 
Q2 2017
 
Q2 2016
 
% Change
 
Q2 2017
 
Q2 2016
 
% Change
Revenue:
 
 
 
 
 
 
 
 
 
 
 
  Total Revenue
$
40.4

 
$
37.0

 
9
%
 
n/a

 
n/a

 
n/a
  Subscription Revenue
13.4

 
9.1

 
47
%
 
n/a

 
n/a

 
n/a
  Subscription and Maintenance Revenue
30.6

 
25.9

 
18
%
 
n/a

 
n/a

 
n/a
Profitability:
 
 
 
 
 
 
 
 
 
 
 
  Operating Loss
(16.7
)
 
(18.1
)
 
nm

 
(10.1
)
 
(11.4
)
 
nm
  Net Loss
(19.5
)
 
(20.5
)
 
nm

 
(7.0
)
 
(7.8
)
 
nm
  Net Loss Per Share
(0.62
)
 
(0.68
)
 
nm

 
(0.22
)
 
(0.26
)
 
nm
  Adjusted EBITDA
n/a

 
n/a

 
n/a

 
(9.5
)
 
(9.7
)
 
nm
Cash:
 
 
 
 
 
 
 
 
 
 
 
  Net Cash Used in Operating Activities
(9.1
)
 
(6.6
)
 
nm

 
(9.1
)
 
(6.6
)
 
nm
  Free Cash Flow
n/a

 
n/a

 
n/a

 
$
(10.1
)
 
$
(8.5
)
 
nm

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

Recent Business Highlights

Acquired Vayant Travel Technologies in an all-cash transaction for $35 million to extend PROS modern commerce solutions for the travel industry. Vayant’s SaaS shopping, pricing and merchandising technology complements PROS AI-based dynamic pricing and revenue management solutions; combined, the technologies can help travel companies deliver more personalized offers and expanded choices to their customers.

Won Microsoft Partner of the Year awards in both the Alliance Global Commercial ISV and U.S. EPG, ISV - Business Applications categories; the awards recognize the value that PROS delivers to customers while leveraging Microsoft technologies, including Microsoft Azure, Cortana Intelligence Suite, Dynamics 365, and more.


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Hosted customers, partners and experts from more than 35 countries at the PROS Outperform conference with attendance up 30% year-over-year; representatives from companies such as Cargill, Forrester Research, HP Inc., Honeywell, Microsoft, Southwest Airlines and others presented best practices on making the shift to modern commerce with PROS artificial intelligence and machine learning innovations.

Unveiled PROS latest modern commerce innovations: machine learning Opportunity Detection that uncovers trends in buying behavior and identifies new sales opportunities; cognitive computing that provides B2B buyer personalization and robust demand forecasting for airlines using real-time data; and product configuration that leverages augmented reality using Microsoft HoloLens.

Announced an alliance with CognitiveScale, a provider of industry-specific augmented intelligence software, to leverage cognitive cloud technologies and provide customers with highly personalized, intelligent, contextual and evidence-based insights and recommendations.

Successfully completed a private offering of $106.3 million aggregate principal amount at maturity of convertible senior notes due 2047; net proceeds were $90.5 million and are expected to be used for general corporate purposes, including acquisitions or other strategic transactions, working capital and capital expenditures, and debt repayment from time to time based on market conditions.

Financial Outlook

PROS anticipates the following for the third quarter 2017, based on an estimated 31.9 million basic weighted average shares outstanding, and a 36% non-GAAP estimated tax rate for the third quarter and full year 2017:
 
Q3 2017 Guidance
 
v. Q3 2016 at Mid-Point
 
Full Year 2017 Guidance
 
v. Prior Year at Mid-Point
Total Revenue
$40.5 to $41.0
 
6%
 
$165.5 to $168.5
 
9%
Subscription Revenue
$14.8 to $15.0
 
51%
 
$57.5 to $58.0
 
51%
ARR
n/a
 
n/a
 
$154.5 to $156.5
 
27%
Non-GAAP Loss Per Share
$(0.24) to $(0.23)
 
n/a
 
n/a
 
n/a
Adjusted EBITDA
$(10.0) to $(9.5)
 
n/a
 
$(35.5) to $(34.5)
 
n/a
Free Cash Flow
n/a
 
n/a
 
$(29.5) to $(28.0)
 
n/a
Conference Call
In conjunction with this announcement, PROS Holdings, Inc. will host a conference call on Thursday, August 3, 2017, at 4:45 p.m. ET 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 webcast of the conference call can be accessed under the “Investor Relations” section of the Company’s website at www.pros.com.

Following the call, an archived webcast will be available in the “Investor Relations” section of the Company’s website at www.pros.com. A telephone replay will be available until Thursday, August 17, 2017, at 1-844-512-2921 (toll-free) or 1-412-317-6671 using the pass code 13665107. An archived webcast of this conference call will also be available in the “Investor Relations” section of the Company’s website at www.pros.com.

About PROS

PROS Holdings, Inc. (NYSE: PROS) is a cloud software company powering the shift to modern commerce by helping companies create personalized and frictionless buying experiences for their customers. Fueled by dynamic pricing science and machine learning, PROS solutions make it possible for companies to price, configure and sell their products and services in an omnichannel environment with speed, precision and consistency. Our customers, who are leaders in their markets, benefit from decades of data science expertise infused into our industry solutions. To learn more, visit www.pros.com.


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Forward-looking Statements

This press release contains forward-looking statements, including statements about our future financial performance; positioning; management's confidence and optimism; customer successes; demand for enterprise revenue, profit realization and modern commerce software solutions; business expansion; business predictability; ARR; revenue; 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. Factors that could cause actual results to differ materially from those described herein include risks related to: (a) our ability to execute on our cloud-first strategy, (b) reduced revenue and cash flow resulting from our transition to a cloud-first strategy, (c) threats to the security of our or our customer’s data, (d) potential business or service disruptions from our third party data centers, cloud platform providers or other unrelated service providers, (e) market acceptance of our new products and product enhancements, (f) the risk that the markets for our software does not grow as anticipated, (g) the length of our sales cycles, (h) the risk that we will not be able to maintain historical maintenance, support and subscription renewal rates, (i)
competition from vendors of sales, pricing, revenue management and configure-price-quote solutions as well as from companies internally developing their own solutions, (j) potential unauthorized or improper actions of our personnel, (k) the risk that acquisitions we have and may enter into in the future may be difficult to integrate, fail to achieve our objectives, disrupt our business, dilute stockholder value or divert management attention, (l) any downturn in sales to our target markets, (m) potential delays or other challenges related to the implementation of our solutions, (n) the difficulties of making accurate estimates necessary to complete a project and recognize revenue, (o) personnel risks associated with growing a business generally, (p) the impact that a slowdown in the world or any particular economy has on our business sales cycles, prospects’ and customers’ spending decisions, timing of implementation decisions, payment and renewal decision, (q) our debt repayment obligations, (r) the impact of currency fluctuations on our results of operations, and (s) civil and political unrest in geographic regions in which we operate. Additional information relating to the uncertainty affecting PROS’ business is contained in our filings with the Securities and Exchange Commission. These forward-looking statements represent PROS’ expectations as of the date of this press release. 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 financial information that has not been prepared in accordance with GAAP. This information includes non-GAAP income (loss) from operations, annual recurring revenue, adjusted EBITDA, free cash flow, tax rate, net income (loss) and diluted earnings (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-first 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 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 income (loss) from operations, annual recurring revenue, adjusted EBITDA, free cash flow and non-GAAP tax rates (collectively the "non-GAAP financial measures") as follows:

Non-GAAP income (loss) from operations: Non-GAAP income (loss) from operations excludes the impact of stock-based compensation, amortization of acquisition-related intangibles, acquisition-related expenses, amortization of debt discount and issuance costs, and related taxes. Non-GAAP income (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,

3


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.
Acquisition-Related Expenses: Acquisition-related expenses include integration costs and other one-time direct costs associated with our acquisitions. These amounts are unrelated to our core performance during any particular period and are impacted by the timing and size of the acquisitions. We exclude acquisition-related expenses to provide investors a method to compare our operating results to prior periods and to peer companies because such amounts can vary significantly based on the frequency of acquisitions and magnitude of acquisition expenses.
Amortization of Debt Discount and Issuance Costs: Amortization of debt discount and 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.
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 which includes both subscription and maintenance contracts, plus overage fees incurred above contracted minimum transactions, and excludes perpetual license, term license and service agreements, which are current and contracted with a future start date. ARR should be viewed independently of revenue and any other GAAP measure.
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 income (loss) before interest expense, provision for income taxes, depreciation and amortization, as adjusted to eliminate the effect of stock-based compensation cost, amortization of acquisition-related intangibles, depreciation and amortization, integration costs and other one-time direct costs associated with our acquisitions, and capitalized internal-use software development costs. Adjusted EBITDA should not be considered as an alternative to net income (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 additions to property, plant and equipment, purchases of other (non-acquisition-related) intangible assets and capitalized internal-use software development costs.
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.

Investor Contact:
PROS Investor Relations
Tim Girgenti
713-335-5879
ir@pros.com

Media Contact:
PROS Public Relations
Yvonne Donaldson
713-335-5310
ydonaldson@pros.com



4



PROS Holdings, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)

 
 
June 30, 2017
 
December 31, 2016
Assets:
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
197,969

 
$
118,039

Short-term investments
 
6,000

 
15,996

Accounts and unbilled receivables, net of allowance of $760
 
33,258

 
33,285

Prepaid and other current assets
 
7,011

 
6,337

Total current assets
 
244,238

 
173,657

Property and equipment, net
 
14,614

 
15,238

Intangibles, net
 
11,844

 
12,650

Goodwill
 
20,908

 
20,096

Other long-term assets
 
6,378

 
6,013

Total assets
 
$
297,982

 
$
227,654

Liabilities and Stockholders’ Equity:
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and other liabilities
 
$
5,300

 
$
2,744

Accrued liabilities
 
10,420

 
7,279

Accrued payroll and other employee benefits
 
9,740

 
18,349

Deferred revenue
 
71,348

 
68,349

Total current liabilities
 
96,808

 
96,721

Long-term deferred revenue
 
13,514

 
11,389

Convertible debt, net
 
207,468

 
122,299

Other long-term liabilities
 
655

 
639

Total liabilities
 
318,445

 
231,048

Stockholders' 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; 36,123,975 and 35,001,236 shares issued, respectively; 31,706,390 and 30,583,651 shares outstanding, respectively
 
36

 
35

Additional paid-in capital
 
196,962

 
175,678

Treasury stock, 4,417,585 common shares, at cost
 
(13,938
)
 
(13,938
)
Accumulated deficit
 
(199,979
)
 
(160,259
)
Accumulated other comprehensive loss
 
(3,544
)
 
(4,910
)
Total stockholders’ equity
 
(20,463
)
 
(3,394
)
Total liabilities and stockholders’ equity
 
$
297,982

 
$
227,654


5


PROS Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In thousands, except per share data)
(Unaudited) 

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
2017
 
2016
Revenue:
 
 
 
 
 
 
 
 
Subscription
 
$
13,434

 
$
9,143

 
$
25,648

 
$
17,344

Maintenance and support
 
17,132

 
16,775

 
35,208

 
33,437

Total subscription, maintenance and support
 
30,566

 
25,918

 
60,856

 
50,781

License
 
1,090

 
2,457

 
3,280

 
5,759

Services
 
8,750

 
8,663

 
16,399

 
18,426

Total revenue
 
40,406

 
37,038

 
80,535

 
74,966

Cost of revenue:
 
 
 
 
 
 
 
 
Subscription
 
5,800

 
4,088

 
11,737

 
7,534

Maintenance and support
 
2,881

 
3,578

 
6,027

 
6,850

Total cost of subscription, maintenance and support
 
8,681

 
7,666

 
17,764

 
14,384

License
 
72

 
99

 
137

 
161

Services
 
7,333

 
8,283

 
14,794

 
17,214

Total cost of revenue
 
16,086

 
16,048

 
32,695

 
31,759

Gross profit
 
24,320

 
20,990

 
47,840

 
43,207

Operating expenses:
 
 
 
 
 
 
 
 
Selling and marketing
 
17,172

 
16,066

 
33,645

 
34,084

General and administrative
 
9,782

 
9,616

 
20,190

 
18,657

Research and development
 
14,076

 
13,358

 
28,383

 
26,490

Loss from operations
 
(16,710
)
 
(18,050
)
 
(34,378
)
 
(36,024
)
Convertible debt interest and amortization
 
(2,590
)
 
(2,317
)
 
(4,984
)
 
(4,604
)
Other expense, net
 
(64
)
 
(55
)
 
(32
)
 
(113
)
Loss before income tax provision
 
(19,364
)
 
(20,422
)
 
(39,394
)
 
(40,741
)
Income tax provision
 
149

 
105

 
326

 
263

Net loss
 
$
(19,513
)
 
$
(20,527
)
 
$
(39,720
)
 
$
(41,004
)
 
 
 
 
 
 
 
 
 
Net loss per share:
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(0.62
)
 
$
(0.68
)
 
$
(1.27
)
 
$
(1.35
)
Weighted average number of shares:
 
 
 
 
 
 
 
 
Basic and diluted
 
31,615

 
30,330

 
31,357

 
30,278


6


PROS Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
2017
 
2016
Operating activities:
 
 
 
 
 
 
 
 
Net loss
 
$
(19,513
)
 
$
(20,527
)
 
$
(39,720
)
 
$
(41,004
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
1,972

 
2,508

 
4,005

 
4,973

Amortization of debt discount and issuance costs
 
1,835

 
1,598

 
3,510

 
3,166

Share-based compensation
 
5,932

 
5,869

 
12,094

 
11,253

Deferred income tax, net
 

 
15

 
33

 
42

Provision for doubtful accounts
 

 
(43
)
 

 
(139
)
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
Accounts and unbilled receivables
 
(406
)
 
1,223

 
137

 
2,480

Prepaid expenses and other assets
 
(315
)
 
(1,262
)
 
(981
)
 
(804
)
Accounts payable and other liabilities
 
(793
)
 
(2,255
)
 
2,838

 
(1,454
)
Accrued liabilities
 
(147
)
 
(394
)
 
287

 
640

Accrued payroll and other employee benefits
 
2,356

 
957

 
(8,601
)
 
(2,246
)
Deferred revenue
 
(37
)
 
5,703

 
5,089

 
13,721

Net cash used in operating activities
 
(9,116
)
 
(6,608
)
 
(21,309
)
 
(9,372
)
Investing activities:
 
 
 
 
 
 
 
 
Purchases of property and equipment
 
(211
)
 
(1,817
)
 
(695
)
 
(5,339
)
Capitalized internal-use software development costs
 
(736
)
 
(72
)
 
(1,308
)
 
(72
)
Purchases of short-term investments
 

 
(53,982
)
 

 
(88,928
)
Proceeds from maturities of short-term investments
 

 
47,000

 
9,983

 
49,500

Net cash (used in) provided by investing activities
 
(947
)
 
(8,871
)
 
7,980

 
(44,839
)
Financing activities:
 
 
 
 
 
 
 
 
Exercise of stock options
 
3,078

 
14

 
5,276

 
14

Proceeds from employee stock plans
 

 

 
776

 
470

Tax withholding related to net share settlement of stock awards
 
(89
)
 
(42
)
 
(5,754
)
 
(4,839
)
Payments of notes payable
 
(105
)
 
(53
)
 
(155
)
 
(91
)
Debt issuance costs related to Revolver
 

 

 
(125
)
 

Proceeds from issuance of convertible debt, net
 
93,500

 

 
93,500

 

Net cash provided by (used in) financing activities
 
96,384

 
(81
)
 
93,518

 
(4,446
)
Effect of foreign currency rates on cash
 
(220
)
 
11

 
(259
)
 
38

Net change in cash and cash equivalents
 
86,101

 
(15,549
)
 
79,930

 
(58,619
)
Cash and cash equivalents:
 
 
 
 
 
 
 
 
Beginning of period
 
111,868

 
118,700

 
118,039

 
161,770

End of period
 
$
197,969

 
$
103,151

 
$
197,969

 
$
103,151


7


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 9.
 
 
 
 
Three Months Ended June 30,
 
Quarter over Quarter
 
Six Months Ended June 30,
 
Year over Year
 
 
 
 
2017
 
2016
 
% change
 
2017
 
2016
 
% change
GAAP gross profit
 
$
24,320

 
$
20,990

 
16
 %
 
$
47,840

 
$
43,207

 
11
 %
 
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of intangible assets
 
485

 
495

 
 
 
962

 
986

 
 
 
Share-based compensation
 
515

 
577

 
 
 
1,090

 
1,176

 
 
Non-GAAP gross profit
 
$
25,320

 
$
22,062

 
15
 %
 
$
49,892

 
$
45,369

 
10
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP gross margin
 
62.7
 %
 
59.6
 %
 
 
 
62.0
 %
 
60.5
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP loss from operations
 
$
(16,710
)
 
$
(18,050
)
 
(7
)%
 
$
(34,378
)
 
$
(36,024
)
 
(5
)%
 
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of intangible assets
 
680

 
766

 
 
 
1,349

 
1,551

 
 
 
Share-based compensation
 
5,932

 
5,869

 
 
 
12,094

 
11,253

 
 
 
Total Non-GAAP adjustments
 
6,612


6,635

 
 
 
13,443


12,804

 
 
Non-GAAP loss from operations
 
$
(10,098
)
 
$
(11,415
)
 
(12
)%
 
$
(20,935
)
 
$
(23,220
)
 
(10
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP loss from operations % of total revenue
 
(25.0
)%
 
(30.8
)%
 
 
 
(26.0
)%
 
(31.0
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP net loss
 
$
(19,513
)
 
$
(20,527
)
 
(5
)%
 
$
(39,720
)
 
$
(41,004
)
 
(3
)%
 
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Non-GAAP adjustments affecting loss from operations
 
6,612

 
6,635

 
 
 
13,443

 
12,804

 
 
 
Amortization of debt discount and issuance costs
 
1,818

 
1,598

 
 
 
3,493

 
3,166

 
 
 
Tax impact related to non-GAAP adjustments
 
4,084

 
4,492

 
 
 
8,410

 
9,180

 
 
Non-GAAP net loss
 
$
(6,999
)
 
$
(7,802
)
 
(10
)%
 
$
(14,374
)
 
$
(15,854
)
 
(9
)%
 
 
 


 


 
 
 
 
 
 
 
 
Non-GAAP diluted loss per share
 
$
(0.22
)
 
$
(0.26
)
 
 
 
$
(0.46
)
 
$
(0.52
)
 


 
 
 
 
 
 
 
 
 
 
 
 
 
Shares used in computing non-GAAP loss per share
 
31,615

 
30,330

 
 
 
31,357

 
30,278

 
 

8


PROS Holdings, Inc.
Supplemental Schedule of Non-GAAP Financial Measures
Increase (Decrease) in GAAP Amounts Reported
(In thousands)
(Unaudited)

 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
 
2017
 
2016
 
2017
 
2016
Cost of Subscription Items
 
 
 
 
 
 
 
 
 
Amortization of intangible assets
 
317

 
321

 
630

 
643

 
Share-based compensation
 
51

 
103

 
129

 
154

 
Total cost of subscription items
 
$
368

 
$
424

 
$
759

 
$
797

 
 
 
 
 
 
 
 
 
 
Cost of Maintenance Items
 
 
 
 
 
 
 
 
 
Amortization of intangible assets
 
158

 
163

 
312

 
322

 
Share-based compensation
 
84

 
80

 
173

 
157

 
Total cost of maintenance items
 
$
242

 
$
243

 
$
485

 
$
479

 
 
 
 
 
 
 
 
 
 
Cost of License Items
 


 
 
 
 
 
 
 
Amortization of intangible assets
 
10

 
11

 
20

 
21

 
Total cost of license items
 
$
10

 
$
11

 
$
20

 
$
21

 
 
 
 
 
 


 


Cost of Services Items
 
 
 
 
 
 
 
 
 
Share-based compensation
 
380

 
394

 
788

 
865

 
Total cost of services items
 
$
380

 
$
394

 
$
788

 
$
865

 
 
 
 
 
 
 
 
 
 
Sales and Marketing Items
 


 


 


 


 
Amortization of intangible assets
 
195

 
271

 
387

 
559

 
Share-based compensation
 
1,131

 
1,697

 
2,404

 
3,477

 
Total sales and marketing items
 
$
1,326

 
$
1,968

 
$
2,791

 
$
4,036

 
 
 
 
 
 
 
 
 
General and Administrative Items
 
 
 
 
 
 
 
 
 
Amortization of intangible assets
 

 

 

 
6

 
Share-based compensation
 
2,880

 
2,302

 
5,682

 
4,032

 
Total general and administrative items
 
$
2,880

 
$
2,302

 
$
5,682

 
$
4,038

 
 
 
 
 
 
 
 
 
Research and Development Items
 
 
 
 
 
 
 
 
 
Share-based compensation
 
1,406

 
1,293

 
2,918

 
2,568

 
Total research and development items
 
$
1,406

 
$
1,293

 
$
2,918

 
$
2,568


9


PROS Holdings, Inc.
Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands)
(Unaudited)

 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
 
2017
 
2016
 
2017
 
2016
Adjusted EBITDA
 
 
 
 
 
 
 
 
 
GAAP Loss from Operations
 
$
(16,710
)
 
$
(18,050
)
 
$
(34,378
)
 
$
(36,024
)
 
Amortization of intangible assets
 
680

 
766

 
1,349

 
1,551

 
Share-based compensation
 
5,932

 
5,869

 
12,094

 
11,253

 
Depreciation
 
1,292

 
1,742

 
2,656

 
3,422

 
Capitalized internal-use software development costs
 
(736
)
 
(72
)
 
(1,308
)
 
(72
)
 
Adjusted EBITDA
 
$
(9,542
)
 
$
(9,745
)
 
$
(19,587
)
 
$
(19,870
)
 
 
 
 
 
 
 
 
 
 
Free Cash Flow
 
 
 
 
 
 
 
 
 
Net cash used in operating activities
 
$
(9,116
)
 
$
(6,608
)
 
$
(21,309
)
 
$
(9,372
)
 
Purchase of property and equipment
 
(211
)
 
(1,817
)
 
(695
)
 
(5,339
)
 
Capitalized internal-use software development costs
 
(736
)
 
(72
)
 
(1,308
)
 
(72
)
 
Free Cash Flow
 
$
(10,063
)
 
$
(8,497
)
 
$
(23,312
)
 
$
(14,783
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Guidance
 
Q3 2017 Guidance
 
Full Year 2017 Guidance
 
 
Low
 
High
 
Low
 
High
Adjusted EBITDA
 
 
 
 
 
 
 
 
 
GAAP Loss from Operations
 
$
(17,600
)
 
$
(17,100
)
 
$
(65,000
)
 
$
(64,000
)
 
Amortization of intangible assets
 
700

 
700

 
2,700

 
2,700

 
Share-based compensation
 
6,200

 
6,200

 
24,100

 
24,100

 
Depreciation
 
1,300

 
1,300

 
5,200

 
5,200

 
Capitalized internal-use software development costs
 
(600
)
 
(600
)
 
(2,500
)
 
(2,500
)
 
Adjusted EBITDA
 
$
(10,000
)
 
$
(9,500
)
 
$
(35,500
)
 
$
(34,500
)


10