EX-99.1 2 a2018q4ex991prosearningsre.htm EXHIBIT 99.1
EXHIBIT 99.1
PROS HOLDINGS, INC. REPORTS FOURTH QUARTER AND
FULL YEAR 2018 FINANCIAL RESULTS

• | Subscription revenue of $95.2 million, up 57% for the full year 2018.

• | Subscription gross margins of 68% and non-GAAP subscription margin of 71% in the fourth quarter, up more than 850 basis points year-over-year.

• | Cash flow provided by operating activities of $15.2 million and free cash flow of $14.1 million in the fourth quarter, contributing to a full year 2018 free cash flow improvement of $29.0 million year-over-year.

HOUSTON – February 7, 2019 — PROS Holdings, Inc. (NYSE: PRO), a provider of AI-powered solutions that optimize selling in the digital economy, today announced financial results for the fourth quarter and full year ended December 31, 2018.
“As the market embraces our AI solutions, we are driving strong growth and rapid transformation in our business,” stated CEO Andres Reiner. “Subscription revenue accounted for more than half of total revenue for the first time in our company's history last quarter, and we surpassed our pre-transition total revenue in less than four years from when we began our journey to the cloud. We enter 2019 excited by the opportunity in front of us to accelerate our growth once again.”
CFO Stefan Schulz said, “We successfully drove both growth and scale in our business in 2018. In the fourth quarter, we improved our non-GAAP subscription gross margins by nine percentage points year-over-year and our operating margins by seven percentage points year-over-year. We also achieved our goal of reaching near breakeven free cash flow in 2018. We have strong momentum coming into 2019 and remain on track to achieve our long-term financial goals.”
Fourth Quarter and Full Year 2018 Financial Highlights
Key financial results for the fourth quarter and full year 2018 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
| Q4 2018 |  | Q4 2017 |  | Change |  | Q4 2018 |  | Q4 2017 |  | Change
Revenue: |  |  |  |  |  |  |  |  |  |  |
Total Revenue | $52.6 |  | $46.3 |  | 14% |  | n/a |  | n/a |  | n/a
Subscription Revenue | $28.3 |  | $19.1 |  | 48% |  | n/a |  | n/a |  | n/a
Subscription and Maintenance Revenue | $44.0 |  | $36.2 |  | 22% |  | n/a |  | n/a |  | n/a
Profitability: |  |  |  |  |  |  |  |  |  |  |
Gross Profit | $33.2 |  | $28.2 |  | 18% |  | $34.7 |  | $29.9 |  | 16%
Operating Loss | $(9.6) |  | $(12.8) |  | $3.2 |  | $(2.6) |  | $(5.5) |  | $2.8
Net Loss | $(12.8) |  | $(17.0) |  | $4.2 |  | $(2.1) |  | $(4.3) |  | $2.2
Net Loss Per Share | $(0.34) |  | $(0.53) |  | $0.19 |  | $(0.06) |  | $(0.13) |  | $0.07
Adjusted EBITDA | n/a |  | n/a |  | n/a |  | $(2.0) |  | $(4.9) |  | $2.9
Cash: |  |  |  |  |  |  |  |  |  |  |
Net Cash Provided by Operating Activities | $15.2 |  | $4.5 |  | $10.7 |  | n/a |  | n/a |  | n/a
Free Cash Flow | n/a |  | n/a |  | n/a |  | $14.1 |  | $3.6 |  | $10.4

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| GAAP |  | Non-GAAP
| FY 2018 |  | FY 2017 |  | Change |  | FY 2018 |  | FY 2017 |  | Change
Revenue: |  |  |  |  |  |  |  |  |  |  |
Total Revenue | $197.0 |  | $168.8 |  | 17% |  | n/a |  | n/a |  | n/a
Subscription Revenue | $95.2 |  | $60.5 |  | 57% |  | n/a |  | n/a |  | n/a
Subscription and Maintenance Revenue | $160.0 |  | $129.9 |  | 23% |  | n/a |  | n/a |  | n/a
Annual Recurring Revenue ("ARR") | n/a |  | n/a |  | n/a |  | $189.3 |  | $160.6 |  | 18%
Annual Recurring Revenue in constant currency | n/a |  | n/a |  | n/a |  | $190.5 |  | $160.6 |  | 19%
Profitability: |  |  |  |  |  |  |  |  |  |  |
Gross Profit | $119.8 |  | $100.3 |  | 20% |  | $126.2 |  | $105.5 |  | 20%
Operating Loss | $(49.2) |  | $(64.9) |  | $15.7 |  | $(20.1) |  | $(36.3) |  | $16.2
Net Loss | $(64.2) |  | $(77.9) |  | $13.7 |  | $(17.9) |  | $(25.5) |  | $7.6
Net Loss Per Share | $(1.86) |  | $(2.46) |  | $0.6 |  | $(0.52) |  | $(0.81) |  | $0.29
Adjusted EBITDA | n/a |  | n/a |  | n/a |  | $(19.0) |  | $(33.7) |  | $14.7
Cash: |  |  |  |  |  |  |  |  |  |  |
Net Cash Provided by (Used in) Operating Activities | $5.7 |  | $(25.3) |  | $31.0 |  | n/a |  | n/a |  | n/a
Free Cash Flow | n/a |  | n/a |  | n/a |  | $(0.5) |  | $(29.5) |  | $29.0

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

• | Accelerated growth among B2B customers and increased B2B deal volume by more than 40% year-over-year.

• | Launched the next-generation of PROS flagship revenue management solution suite, born in the cloud and delivering data science and forecasting tailored to the unique needs of each airline industry segment from ultra low-cost carriers through 5-star airlines.

• | Named a Leader in the IDC Marketscape for B2B Price Optimization and a Visionary in the Gartner CPQ Magic Quadrant for CPQ Application Suites in recognition of PROS strong AI innovation and product roadmap, leading ability to integrate with external systems and intuitive user experience.

• | Awarded several prominent AI thought leadership speaking positions in the fourth quarter, including Michael Wu, Ph.D’s keynote presentation at the Professional Pricing Society Fall Conference, “How the Pricing Industry Can Realize the Benefit of AI”, Dr. Wu’s “The Science and Strategy Behind Good CX” partner session at SAP Customer Experience LIVE, and Principle Scientist Surain Adyanthaya’s “Price Availability, Offer Management and the PSS” at T2RL’s PSS Conference.

• | Appointed Jill Sawatzky, a globally recognized customer success expert, as Vice President of Customer Success to define the next era of PROS customer success and bring an even higher focus to customer value attainment.

Financial Outlook
PROS anticipates the following based on an estimated 37.6 million basic weighted average shares outstanding for the first quarter of 2019 and a 22% non-GAAP estimated tax rate for the first quarter and full year 2019:
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| Q1 2019 Guidance |  | v. Q1 2018 at Mid-Point |  | Full Year 2019 Guidance |  | v. Prior Year at Mid-Point
Total Revenue | $54.0 to $55.0 |  | 14% |  | $231.0 to $233.0 |  | 18%
Subscription Revenue | $29.0 to $29.5 |  | 40% |  | $130.0 to $131.0 |  | 37%
ARR | n/a |  | n/a |  | $219.0 to $221.0 |  | 16%
Non-GAAP Loss Per Share | $(0.15) to $(0.13) |  | $0.05 |  | n/a |  | n/a
Adjusted EBITDA | $(5.1) to $(4.1) |  | $2.1 |  | $(13.0) to $(11.0) |  | $7.0
Free Cash Flow | n/a |  | n/a |  | $0.0 to $2.0 |  | $1.5

Conference Call
In conjunction with this announcement, PROS Holdings, Inc. will host a conference call on Thursday, February 7, 2019, 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.
A telephone replay will be available until Thursday, February 21, 2019, at 1-844-512-2921 (toll-free) or 1-412-317-6671 using the pass code 13685957. 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: PRO) provides AI solutions that power commerce in the digital economy. PROS solutions bring intelligence to commerce by providing companies with predictive and prescriptive guidance that enables them to dynamically price, configure and sell their products and services across all channels with speed, precision and consistency. To learn more, visit www.pros.com.
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 strategy, (b) reduced revenue and cash flow resulting from our transition to a cloud 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 do 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.
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Non-GAAP Financial Measures
PROS has provided in this release certain financial information that has not been prepared in accordance with U.S. generally accepted accounting principles (“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 transition.
PROS also presents certain information in “constant currency,” which is also a non-GAAP financial measure. Since PROS has operations outside of the United States reporting in currencies other than the U.S. dollar, the comparability of our operating results reported in U.S. Dollars is affected by foreign currency exchange rate fluctuations because the underlying currencies in which we transact change in value over time compared to the U.S. Dollar. These fluctuations may have a significant effect on our reported results. As such, this release contains references to constant currency measures, which are calculated based on currency rates set at the start of a year and held constant throughout the year. Management believes this supplemental information is useful to investors as a framework for facilitating period-to-period comparisons of our business performance excluding the effects of foreign currency exchange rate fluctuations.
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, new headquarters noncash rent expense 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, 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.

• | New Headquarters Noncash Rent Expense: Noncash rent expense is related to PROS new corporate headquarters and is incurred prior to occupation of this facility. These amounts are unrelated to our core performance during any particular period and we believe this could make it difficult for investors to compare our current financial results to previous and

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future periods. Therefore, we believe it is useful to exclude the noncash rent expense on the preoccupied new headquarters in order for investors to better understand our business performance and allow investors to compare our operating 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.
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, new headquarters noncash rent expense 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 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.
Investor Contact:
PROS Investor Relations
Shannon Tatz
713-335-5932
ir@pros.com
Media Contact:
James Garber
617-960-9875
pros@marchcomms.com
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PROS Holdings, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)

|  | December 31, 2018 |  | December 31, 2017
Assets: |  |  |  |
Current assets: |  |  |  |
Cash and cash equivalents |  | $ | 295,476 |  |  | $ | 160,505 |
Trade and other receivables, net of allowance of $978 and $760, respectively |  | 41,822 |  |  | 32,484 |
Deferred costs |  | 4,089 |  |  | 3,137 |
Prepaid and other current assets |  | 4,756 |  |  | 5,930 |
Total current assets |  | 346,143 |  |  | 202,056 |
Property and equipment, net |  | 14,676 |  |  | 14,007 |
Deferred costs, noncurrent |  | 13,373 |  |  | 3,194 |
Intangibles, net |  | 19,354 |  |  | 26,929 |
Goodwill |  | 38,231 |  |  | 38,458 |
Other assets, noncurrent |  | 5,190 |  |  | 4,039 |
Total assets |  | $ | 436,967 |  |  | $ | 288,683 |
Liabilities and Stockholders’ Equity: |  |  |  |
Current liabilities: |  |  |  |
Accounts payable and other liabilities |  | $ | 6,934 |  |  | $ | 2,976 |
Accrued liabilities |  | 9,506 |  |  | 6,733 |
Accrued payroll and other employee benefits |  | 22,519 |  |  | 16,712 |
Deferred revenue |  | 99,262 |  |  | 75,604 |
Current portion of convertible debt, net |  | 136,529 |  |  | — |
Total current liabilities |  | 274,750 |  |  | 102,025 |
Deferred revenue, noncurrent |  | 17,903 |  |  | 19,591 |
Convertible debt, net, noncurrent |  | 88,661 |  |  | 213,203 |
Other liabilities, noncurrent |  | 754 |  |  | 843 |
Total liabilities |  | 382,068 |  |  | 335,662 |
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; 41,573,491 and 36,356,760 shares issued, respectively; 37,155,906 and 31,939,175 shares outstanding, respectively |  | 42 |  |  | 36 |
Additional paid-in capital |  | 364,877 |  |  | 207,924 |
Treasury stock, 4,417,585 common shares, at cost |  | (13,938 | ) |  | (13,938 | )
Accumulated deficit |  | (292,708 | ) |  | (238,185 | )
Accumulated other comprehensive loss |  | (3,374 | ) |  | (2,816 | )
Total stockholders’ equity |  | 54,899 |  |  | (46,979 | )
Total liabilities and stockholders’ equity |  | $ | 436,967 |  |  | $ | 288,683 |

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

|  | Three Months Ended December 31, |  | Year Ended December 31,
|  | 2018 |  | 2017 |  | 2018 |  | 2017
Revenue: |  |  |  |  |  |  |  |
Subscription |  | $ | 28,316 |  |  | $ | 19,082 |  |  | $ | 95,192 |  |  | $ | 60,539 |
Maintenance and support |  | 15,723 |  |  | 17,076 |  |  | 64,760 |  |  | 69,408 |
Total subscription, maintenance and support |  | 44,039 |  |  | 36,158 |  |  | 159,952 |  |  | 129,947 |
License |  | 662 |  |  | 1,679 |  |  | 3,516 |  |  | 5,562 |
Services |  | 7,912 |  |  | 8,507 |  |  | 33,556 |  |  | 33,307 |
Total revenue |  | 52,613 |  |  | 46,344 |  |  | 197,024 |  |  | 168,816 |
Cost of revenue: |  |  |  |  |  |  |  |
Subscription |  | 9,060 |  |  | 8,253 |  |  | 35,368 |  |  | 27,858 |
Maintenance and support |  | 2,840 |  |  | 2,807 |  |  | 11,602 |  |  | 11,693 |
Total cost of subscription, maintenance and support |  | 11,900 |  |  | 11,060 |  |  | 46,970 |  |  | 39,551 |
License |  | 51 |  |  | 72 |  |  | 251 |  |  | 282 |
Services |  | 7,507 |  |  | 7,015 |  |  | 29,958 |  |  | 28,733 |
Total cost of revenue |  | 19,458 |  |  | 18,147 |  |  | 77,179 |  |  | 68,566 |
Gross profit |  | 33,155 |  |  | 28,197 |  |  | 119,845 |  |  | 100,250 |
Operating expenses: |  |  |  |  |  |  |  |
Selling and marketing |  | 18,335 |  |  | 17,491 |  |  | 72,006 |  |  | 68,116 |
General and administrative |  | 10,289 |  |  | 9,822 |  |  | 41,302 |  |  | 40,336 |
Research and development |  | 14,140 |  |  | 13,592 |  |  | 55,657 |  |  | 56,021 |
Acquisition-related |  | — |  |  | 107 |  |  | 95 |  |  | 720 |
Loss from operations |  | (9,609 | ) |  | (12,815 | ) |  | (49,215 | ) |  | (64,943 | )
Convertible debt interest and amortization |  | (4,315 | ) |  | (4,140 | ) |  | (16,986 | ) |  | (13,218 | )
Other income, net |  | 1,188 |  |  | 69 |  |  | 2,155 |  |  | 384 |
Loss before income tax provision |  | (12,736 | ) |  | (16,886 | ) |  | (64,046 | ) |  | (77,777 | )
Income tax provision |  | 24 |  |  | 94 |  |  | 200 |  |  | 149 |
Net loss |  | $ | (12,760 | ) |  | $ | (16,980 | ) |  | $ | (64,246 | ) |  | $ | (77,926 | )
Net loss per share: |  |  |  |  |  |  |  |
Basic and diluted |  | $ | (0.34 | ) |  | $ | (0.53 | ) |  | $ | (1.86 | ) |  | $ | (2.46 | )
Weighted average number of shares: |  |  |  |  |  |  |  |
Basic and diluted |  | 37,154 |  |  | 31,927 |  |  | 34,465 |  |  | 31,627 |

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

|  | Three Months Ended December 31, |  | Year Ended December 31,
|  | 2018 |  | 2017 |  | 2018 |  | 2017
Operating activities: |  |  |  |  |  |  |  |
Net loss |  | $ | (12,760 | ) |  | $ | (16,980 | ) |  | $ | (64,246 | ) |  | $ | (77,926 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization |  | 3,270 |  |  | 3,484 |  |  | 13,055 |  |  | 10,531 |
Amortization of debt discount and issuance costs |  | 3,069 |  |  | 2,901 |  |  | 12,027 |  |  | 9,264 |
Share-based compensation |  | 5,098 |  |  | 5,131 |  |  | 21,453 |  |  | 22,796 |
Deferred income tax, net |  | (211 | ) |  | (67 | ) |  | (463 | ) |  | (520 | )
Provision for doubtful accounts |  | (3 | ) |  | — |  |  | 212 |  |  | — |
Loss on disposal of assets |  | — |  |  | 59 |  |  | 37 |  |  | 59 |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |
Accounts and unbilled receivables |  | 4,348 |  |  | 2,163 |  |  | (9,550 | ) |  | 2,022 |
Deferred costs |  | (2,569 | ) |  | — |  |  | (4,086 | ) |  | — |
Prepaid expenses and other assets |  | 1,971 |  |  | 2,586 |  |  | 87 |  |  | (3,715 | )
Accounts payable and other liabilities |  | 1,362 |  |  | (1,034 | ) |  | 3,931 |  |  | 700 |
Accrued liabilities |  | 3,297 |  |  | (582 | ) |  | 2,764 |  |  | (1,055 | )
Accrued payroll and other employee benefits |  | 6,172 |  |  | 3,378 |  |  | 5,830 |  |  | (2,344 | )
Deferred revenue |  | 2,144 |  |  | 3,496 |  |  | 24,652 |  |  | 14,875 |
Net cash provided by (used in) operating activities |  | 15,188 |  |  | 4,535 |  |  | 5,703 |  |  | (25,313 | )
Investing activities: |  |  |  |  |  |  |  |
Purchases of property and equipment |  | (69 | ) |  | (51 | ) |  | (1,475 | ) |  | (1,286 | )
Purchase of equity securities |  | (45 | ) |  | — |  |  | (45 | ) |  | — |
Acquisition of Vayant, net of cash acquired |  | — |  |  | — |  |  | — |  |  | (34,130 | )
Capitalized internal-use software development costs |  | (927 | ) |  | (801 | ) |  | (4,613 | ) |  | (2,797 | )
Purchase of intangible asset |  | (125 | ) |  | (50 | ) |  | (125 | ) |  | (125 | )
Proceeds from maturities of short-term investments |  | — |  |  | — |  |  | — |  |  | 15,992 |
Net cash used in investing activities |  | (1,166 | ) |  | (902 | ) |  | (6,258 | ) |  | (22,346 | )
Financing activities: |  |  |  |  |  |  |  |
Exercise of stock options |  | — |  |  | (16 | ) |  | 1,142 |  |  | 6,331 |
Proceeds from employee stock plans |  | — |  |  | — |  |  | 1,720 |  |  | 1,535 |
Tax withholding related to net share settlement of stock awards |  | (257 | ) |  | (132 | ) |  | (9,410 | ) |  | (7,375 | )
Proceeds from Secondary Offering, net |  | — |  |  | — |  |  | 141,954 |  |  | — |
Payments of notes payable |  | — |  |  | (54 | ) |  | (54 | ) |  | (209 | )
Proceeds from issuance of convertible debt, net |  | — |  |  | — |  |  | — |  |  | 93,500 |
Debt issuance costs related to convertible debt |  | — |  |  | (305 | ) |  | — |  |  | (2,978 | )
Debt issuance costs related to Revolver |  | — |  |  | — |  |  | — |  |  | (150 | )
Net cash (used in) provided by financing activities |  | (257 | ) |  | (507 | ) |  | 135,352 |  |  | 90,654 |
Effect of foreign currency rates on cash |  | (178 | ) |  | 20 |  |  | 174 |  |  | (529 | )
Net change in cash and cash equivalents |  | 13,587 |  |  | 3,146 |  |  | 134,971 |  |  | 42,466 |
Cash and cash equivalents: |  |  |  |  |  |  |  |
Beginning of period |  | 281,889 |  |  | 157,359 |  |  | 160,505 |  |  | 118,039 |
End of period |  | $ | 295,476 |  |  | $ | 160,505 |  |  | $ | 295,476 |  |  | $ | 160,505 |

8

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 December 31, |  | Quarter over Quarter |  | Year Ended December 31, |  | Year over Year
|  |  |  | 2018 |  | 2017 |  | % change |  | 2018 |  | 2017 |  | % change
GAAP gross profit |  | $ | 33,155 |  |  | $ | 28,197 |  |  | 18 | % |  | $ | 119,845 |  |  | $ | 100,250 |  |  | 20 | %
| Non-GAAP adjustments: |  |  |  |  |  |  |  |  |  |  |  |
| New headquarters noncash rent expense |  | 48 |  |  | — |  |  |  |  | 48 |  |  | — |  |  |
| Amortization of acquisition-related intangibles |  | 1,077 |  |  | 1,280 |  |  |  |  | 4,624 |  |  | 3,297 |  |  |
| Share-based compensation |  | 396 |  |  | 402 |  |  |  |  | 1,721 |  |  | 1,971 |  |  |
Non-GAAP gross profit |  | $ | 34,676 |  |  | $ | 29,879 |  |  | 16 | % |  | $ | 126,238 |  |  | $ | 105,518 |  |  | 20 | %
Non-GAAP gross margin |  | 65.9 | % |  | 64.5 | % |  |  |  | 64.1 | % |  | 62.5 | % |  |
GAAP loss from operations |  | $ | (9,609 | ) |  | $ | (12,815 | ) |  | (25 | )% |  | $ | (49,215 | ) |  | $ | (64,943 | ) |  | (24 | )%
| Non-GAAP adjustments: |  |  |  |  |  |  |  |  |  |  |  |
| Acquisition-related expenses |  | — |  |  | 107 |  |  |  |  | 95 |  |  | 720 |  |  |
| New headquarters noncash rent expense |  | 185 |  |  | — |  |  |  |  | 185 |  |  | — |  |  |
| Amortization of acquisition-related intangibles |  | 1,694 |  |  | 2,112 |  |  |  |  | 7,396 |  |  | 5,174 |  |  |
| Share-based compensation |  | 5,098 |  |  | 5,131 |  |  |  |  | 21,453 |  |  | 22,796 |  |  |
| Total Non-GAAP adjustments |  | 6,977 |  |  | 7,350 |  |  |  |  | 29,129 |  |  | 28,690 |  |  |
Non-GAAP loss from operations |  | $ | (2,632 | ) |  | $ | (5,465 | ) |  | (52 | )% |  | $ | (20,086 | ) |  | $ | (36,253 | ) |  | (45 | )%
Non-GAAP loss from operations % of total revenue |  | (5.0 | )% |  | (11.8 | )% |  |  |  | (10.2 | )% |  | (21.5 | )% |  |
GAAP net loss |  | $ | (12,760 | ) |  | $ | (16,980 | ) |  | (25 | )% |  | $ | (64,246 | ) |  | $ | (77,926 | ) |  | (18 | )%
| Non-GAAP adjustments: |  |  |  |  |  |  |  |  |  |  |  |
| Total Non-GAAP adjustments affecting loss from operations |  | 6,977 |  |  | 7,350 |  |  |  |  | 29,129 |  |  | 28,690 |  |  |
| Amortization of debt discount and issuance costs |  | 3,065 |  |  | 2,891 |  |  |  |  | 11,986 |  |  | 9,228 |  |  |
| Tax impact related to non-GAAP adjustments |  | 617 |  |  | 2,486 |  |  |  |  | 5,244 |  |  | 14,498 |  |  |
Non-GAAP net loss |  | $ | (2,101 | ) |  | $ | (4,253 | ) |  | (51 | )% |  | $ | (17,887 | ) |  | $ | (25,510 | ) |  | (30 | )%
Non-GAAP diluted loss per share |  | $ | (0.06 | ) |  | $ | (0.13 | ) |  |  |  | $ | (0.52 | ) |  | $ | (0.81 | ) |  |  |
Shares used in computing non-GAAP loss per share |  | 37,154 |  |  | 31,927 |  |  |  |  | 34,465 |  |  | 31,627 |  |  |

9

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

|  |  | Three Months Ended December 31, |  | Year Ended December 31,
|  |  | 2018 |  | 2017 |  | 2018 |  | 2017
Cost of Subscription Items |  |  |  |  |  |  |  |
| New headquarters noncash rent expense |  | 5 |  |  | — |  |  | 5 |  |  | — |
| Amortization of acquisition-related intangibles |  | 901 |  |  | 1,099 |  |  | 3,898 |  |  | 2,603 |
| Share-based compensation |  | 53 |  |  | 50 |  |  | 218 |  |  | 237 |
| Total cost of subscription items |  | $ | 959 |  |  | $ | 1,149 |  |  | $ | 4,121 |  |  | $ | 2,840 |
Cost of Maintenance Items |  |  |  |  |  |  |  |
| New headquarters noncash rent expense |  | 9 |  |  | — |  |  | 9 |  |  | — |
| Amortization of acquisition-related intangibles |  | 165 |  |  | 170 |  |  | 682 |  |  | 652 |
| Share-based compensation |  | 57 |  |  | 80 |  |  | 242 |  |  | 298 |
| Total cost of maintenance items |  | $ | 231 |  |  | $ | 250 |  |  | $ | 933 |  |  | $ | 950 |
Cost of License Items |  |  |  |  |  |  |  |  |
| Amortization of acquisition-related intangibles |  | 11 |  |  | 11 |  |  | 44 |  |  | 42 |
| Total cost of license items |  | $ | 11 |  |  | $ | 11 |  |  | $ | 44 |  |  | $ | 42 |
Cost of Services Items |  |  |  |  |  |  |  |
| New headquarters noncash rent expense |  | 34 |  |  | — |  |  | 34 |  |  | — |
| Share-based compensation |  | 286 |  |  | 272 |  |  | 1,261 |  |  | 1,436 |
| Total cost of services items |  | $ | 320 |  |  | $ | 272 |  |  | $ | 1,295 |  |  | $ | 1,436 |
Sales and Marketing Items |  |  |  |  |  |  |  |  |  |  |  |
| New headquarters noncash rent expense |  | 35 |  |  | — |  |  | 35 |  |  | — |
| Amortization of acquisition-related intangibles |  | 617 |  |  | 832 |  |  | 2,772 |  |  | 1,877 |
| Share-based compensation |  | 1,049 |  |  | 1,035 |  |  | 4,396 |  |  | 4,348 |
| Total sales and marketing items |  | $ | 1,701 |  |  | $ | 1,867 |  |  | $ | 7,203 |  |  | $ | 6,225 |
General and Administrative Items |  |  |  |  |  |  |  |
| New headquarters noncash rent expense |  | 33 |  |  | — |  |  | 33 |  |  | — |
| Share-based compensation |  | 2,515 |  |  | 2,617 |  |  | 10,717 |  |  | 11,163 |
| Total general and administrative items |  | $ | 2,548 |  |  | $ | 2,617 |  |  | $ | 10,750 |  |  | $ | 11,163 |
Research and Development Items |  |  |  |  |  |  |  |
| New headquarters noncash rent expense |  | 69 |  |  | — |  |  | 69 |  |  | — |
| Share-based compensation |  | 1,138 |  |  | 1,077 |  |  | 4,619 |  |  | 5,314 |
| Total research and development items |  | $ | 1,207 |  |  | $ | 1,077 |  |  | $ | 4,688 |  |  | $ | 5,314 |
Acquisition-related expenses |  | $ | — |  |  | $ | 107 |  |  | $ | 95 |  |  | $ | 720 |

10

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

|  |  | Three Months Ended December 31, |  | Year Ended December 31,
|  |  | 2018 |  | 2017 |  | 2018 |  | 2017
Adjusted EBITDA |  |  |  |  |  |  |  |
| GAAP Loss from Operations |  | $ | (9,609 | ) |  | $ | (12,815 | ) |  | $ | (49,215 | ) |  | $ | (64,943 | )
| Acquisition-related expenses |  | — |  |  | 107 |  |  | 95 |  |  | 720 |
| Amortization of acquisition-related intangibles |  | 1,694 |  |  | 2,112 |  |  | 7,396 |  |  | 5,174 |
| New headquarters noncash rent expense |  | 185 |  |  | — |  |  | 185 |  |  | — |
| Share-based compensation |  | 5,098 |  |  | 5,131 |  |  | 21,453 |  |  | 22,796 |
| Depreciation and other amortization |  | 1,576 |  |  | 1,372 |  |  | 5,659 |  |  | 5,357 |
| Capitalized internal-use software development costs |  | (927 | ) |  | (801 | ) |  | (4,613 | ) |  | (2,797 | )
| Adjusted EBITDA |  | $ | (1,983 | ) |  | $ | (4,894 | ) |  | $ | (19,040 | ) |  | $ | (33,693 | )
Free Cash Flow |  |  |  |  |  |  |  |
| Net cash provided by (used in) operating activities |  | $ | 15,188 |  |  | $ | 4,535 |  |  | $ | 5,703 |  |  | $ | (25,313 | )
| Purchase of property and equipment |  | (69 | ) |  | (51 | ) |  | (1,475 | ) |  | (1,286 | )
| Purchase of intangible asset |  | (125 | ) |  | (50 | ) |  | (125 | ) |  | (125 | )
| Capitalized internal-use software development costs |  | (927 | ) |  | (801 | ) |  | (4,613 | ) |  | (2,797 | )
| Free Cash Flow |  | $ | 14,067 |  |  | $ | 3,633 |  |  | $ | (510 | ) |  | $ | (29,521 | )
Guidance |  | Q1 2019 Guidance |  | Full Year 2019 Guidance
|  | Low |  | High |  | Low |  | High
Adjusted EBITDA |  |  |  |  |  |  |  |
| GAAP Loss from Operations |  | $ | (14,200 | ) |  | $ | (13,300 | ) |  | $ | (47,300 | ) |  | $ | (45,300 | )
| Amortization of acquisition-related intangibles |  | 1,600 |  |  | 1,600 |  |  | 5,700 |  |  | 5,700 |
| New headquarters noncash rent expense |  | 600 |  |  | 600 |  |  | 1,900 |  |  | 1,900 |
| Share-based compensation |  | 5,900 |  |  | 5,900 |  |  | 23,400 |  |  | 23,400 |
| Depreciation and other amortization |  | 1,800 |  |  | 1,800 |  |  | 6,600 |  |  | 6,600 |
| Capitalized internal-use software development costs |  | (800 | ) |  | (700 | ) |  | (3,300 | ) |  | (3,300 | )
| Adjusted EBITDA |  | $ | (5,100 | ) |  | $ | (4,100 | ) |  | $ | (13,000 | ) |  | $ | (11,000 | )

11