PROS Holdings, Inc. Reports Fourth Quarter and Full Year 2020 Financial Results

HOUSTON–(BUSINESS WIRE)–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, 2020.

“I’m incredibly proud of our global team who helped grow our business and delivered a record number of customer go-lives during this challenging year,” stated CEO Andres Reiner. “We’ve been innovating on our platform to ensure companies are prepared for the shift to digital selling. Industry analysts expect that by 2025, 80% of B2B sales interactions will occur in digital channels, and we’re well-positioned to capture the large market opportunity in front of us.”

Fourth Quarter and Full Year 2020 Financial Highlights

Key financial results for the fourth quarter and full year 2020 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 2020		Q4 2019		Change		Q4 2020		Q4 2019		Change
Revenue:
Total Revenue	$60.9		$66.2		(8)%		n/a		n/a		n/a
Subscription Revenue	$42.9		$40.7		5%		n/a		n/a		n/a
Subscription and Maintenance Revenue	$52.6		$54.1		(3)%		n/a		n/a		n/a
Profitability:
Gross Profit	$35.5		$37.8		(6)%		$37.0		$39.4		(6)%
Operating Loss	$(13.4)		$(15.1)		$1.6		$(6.1)		$(6.4)		$0.3
Net Loss	$(18.2)		$(17.3)		$(0.9)		$(5.9)		$(4.7)		$(1.2)
Net Loss Per Share	$(0.42)		$(0.41)		$(0.01)		$(0.14)		$(0.11)		$(0.03)
Adjusted EBITDA	n/a		n/a		n/a		$(4.2)		$(4.6)		$0.5
Cash:
Net Cash Provided by Operating Activities	$12.5		$12.9		$(0.4)		n/a		n/a		n/a
Free Cash Flow	n/a		n/a		n/a		$11.4		$11.0		$0.5

	GAAP						Non-GAAP
	FY 2020		FY 2019		Change		FY 2020		FY 2019		Change
Revenue:
Total Revenue	$252.4		$250.3		1%		n/a		n/a		n/a
Subscription Revenue	$170.5		$145.3		17%		n/a		n/a		n/a
Subscription and Maintenance Revenue	$215.2		$203.5		6%		n/a		n/a		n/a
Annual Recurring Revenue (“ARR”)	n/a		n/a		n/a		$209.7		$219.8		(5)%
Profitability:
Gross Profit	$147.8		$151.2		(2)%		$153.9		$157.8		(2)%
Operating Loss	$(66.1)		$(53.3)		$(12.7)		$(34.7)		$(19.8)		$(14.9)
Net Loss	$(77.0)		$(69.1)		$(7.9)		$(28.3)		$(14.2)		$(14.1)
Net Loss Per Share	$(1.78)		$(1.72)		$(0.06)		$(0.65)		$(0.35)		$(0.30)
Adjusted EBITDA	n/a		n/a		n/a		$(27.6)		$(13.2)		$(14.4)
Cash:
Net Cash (Used In) Provided by Operating Activities	$(49.4)		$5.2		$(71.7)		n/a		n/a		n/a
Free Cash Flow	n/a		n/a		n/a		$(53.3)		$(0.9)		$(52.5)

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

Recent Business Highlights

• Ranked as the top small-to-mid cap company in RBC Capital Markets’ ESG Software Scorecard in recognition of the quantity and quality of our environmental, social, and governance (ESG) disclosures and practices.

• Welcomed new customers that are adopting our digital selling technology such as Breeze Airways, Carrier, Nippon Gases, among others.

Financial Outlook

PROS currently anticipates the following based on an estimated 44.2 million basic weighted average shares outstanding and a 22% non-GAAP estimated tax rate for the first quarter ending March 31, 2021.

	Q1 2021 Guidance		v. Q1 2020 at Mid-Point
Total Revenue	$59.7 to $60.7		(9)%
Subscription Revenue	$42.0 to $42.5		(2)%
Non-GAAP Loss Per Share	$(0.29) to $(0.27)		$(0.05)
Adjusted EBITDA	$(13.0) to $(12.0)		$(1.1)

Conference Call

In conjunction with this announcement, PROS Holdings, Inc. will host a conference call on Thursday, February 4, 2021, 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 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 Thursday, February 18, 2021, at 1-844-512-2921 (toll-free) or 1-412-317-6671 using the pass code 13714219.

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 within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the business impact and duration 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. 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 and timeframe for recovery of the travel industry, (b) cybersecurity, (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, (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, (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 income (loss) from operations or non-GAAP operating loss, annual recurring revenue, adjusted EBITDA, free cash flow, non-GAAP subscription revenue, non-GAAP tax rate, non-GAAP net income (loss) or non-GAAP net loss, and diluted 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 income (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 income (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 income (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 income (loss) from operations: Non-GAAP income (loss) from operations excludes the impact of share-based compensation, amortization of acquisition-related intangibles, acquisition-related expenses, new headquarters noncash rent expense and debt extinguishment fees. 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.
• New Headquarters Noncash Rent Expense: Noncash rent expense is related to our 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 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.
• Debt Extinguishment Fees: Debt extinguishment fees relate to third party fees incurred in connection with the retirement of our senior convertible notes due in December 2019. 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 future periods. Therefore, we believe it is useful to exclude the debt extinguishment fees in order for investors to better understand our business performance and allow investors to compare our operating results with peer companies.

Non-GAAP loss per share: Non-GAAP net income (loss) excludes the items listed above as excluded from non-GAAP income (loss) from operations and also excludes amortization of debt discount and issuance costs and the taxes related to these items and the items excluded from non-GAAP income (loss) from operations. Estimates of non-GAAP loss per share are calculated by dividing estimates for non-GAAP loss by our estimate of shares outstanding for the future period. In addition to the items listed above as excluded from non-GAAP income (loss) from operations, non-GAAP net income (loss) excludes the following items from non-GAAP estimates:

• 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.
• Loss on Debt Extinguishment: Loss on debt extinguishment relates to the settlement of our senior convertible notes due in December 2019 and June 2047. This amount is 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 future periods. Therefore, we believe it is useful to exclude the loss on debt extinguishment 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, new headquarters noncash rent expense, debt extinguishment fees 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.

PROS Holdings, Inc. Condensed Consolidated Balance Sheets (In thousands, except share and per share amounts) (Unaudited)
		December 31, 2020				December 31, 2019
Assets:
Current assets:
Cash and cash equivalents		$	329,134			$	306,077
Trade and other receivables, net of allowance of $4,122 and $214, respectively		49,578				65,074
Deferred costs, current		5,941				5,756
Prepaid and other current assets		9,647				9,038
Total current assets		394,300				385,945
Property and equipment, net		36,504				14,794
Operating lease right-of-use assets		30,689				26,550
Deferred costs, noncurrent		12,544				15,478
Intangibles, net		8,341				14,605
Goodwill		50,044				49,104
Other assets, noncurrent		7,549				6,831
Total assets		$	539,971			$	513,307
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable and other liabilities		$	4,246			$	9,098
Accrued liabilities		13,065				22,748
Accrued payroll and other employee benefits		25,514				32,656
Operating lease liabilities, current		5,937				7,173
Deferred revenue, current		99,156				124,459
Total current liabilities		147,918				196,134
Deferred revenue, noncurrent		11,372				17,801
Convertible debt, net, noncurrent		218,028				110,704
Operating lease liabilities, noncurrent		44,099				22,391
Other liabilities, noncurrent		1,517				1,281
Total liabilities		422,934				348,311
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; 48,142,267 and 47,310,846 shares issued, respectively; 43,461,544 and 42,630,123 shares outstanding, respectively		48				47
Additional paid-in capital		589,040				560,496
Treasury stock, 4,680,723 common shares, at cost		(29,847)				(29,847)
Accumulated deficit		(438,773)				(361,789)
Accumulated other comprehensive loss		(3,431)				(3,911)
Total stockholders’ equity		117,037				164,996
Total liabilities and stockholders’ equity		$	539,971			$	513,307

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,
		2020				2019				2020				2019
Revenue:
Subscription		$	42,897			$	40,706			$	170,473			$	145,327
Maintenance and support		9,663				13,412				44,692				58,184
Total subscription, maintenance and support		52,560				54,118				215,165				203,511
Services		8,298				12,057				37,259				46,823
Total revenue		60,858				66,175				252,424				250,334
Cost of revenue:
Subscription		13,520				11,644				51,673				42,339
Maintenance and support		2,303				2,783				9,880				11,052
Total cost of subscription, maintenance and support		15,823				14,427				61,553				53,391
Services		9,496				13,934				43,080				45,726
Total cost of revenue		25,319				28,361				104,633				99,117
Gross profit		35,539				37,814				147,791				151,217
Operating expenses:
Selling and marketing		19,300				23,523				87,182				89,553
General and administrative		10,719				11,994				51,075				47,254
Research and development		18,946				17,114				75,614				67,246
Acquisition-related		—				254				—				502
Loss from operations		(13,426)				(15,071)				(66,080)				(53,338)
Convertible debt interest and amortization		(4,480)				(2,418)				(11,125)				(14,765)
Other (expense) income, net		(202)				247				897				(354)
Loss before income tax provision		(18,108)				(17,242)				(76,308)				(68,457)
Income tax provision		76				58				676				624
Net loss		$	(18,184)			$	(17,300)			$	(76,984)			$	(69,081)
Net loss per share:
Basic and diluted		$	(0.42)			$	(0.41)			$	(1.78)			$	(1.72)
Weighted average number of shares:
Basic and diluted		43,452				42,615				43,301				40,232

PROS Holdings, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)
		Three Months Ended December 31,								Year Ended December 31,
		2020				2019				2020				2019
Operating activities:
Net loss		$	(18,184)			$	(17,300)			$	(76,984)			$	(69,081)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,750				3,606				14,334				13,870
Amortization of debt discount and issuance costs		3,287				1,956				8,743				11,115
Share-based compensation		5,922				6,446				24,399				24,680
Deferred income tax, net		—				(119)				—				(119)
Provision for doubtful accounts		(766)				(754)				4,783				(754)
Loss on debt extinguishment		—				660				—				5,660
Changes in operating assets and liabilities:
Accounts and unbilled receivables		19,034				(8,385)				10,450				(22,273)
Deferred costs		406				(648)				2,749				(3,772)
Prepaid expenses and other assets		(1,507)				(462)				(1,376)				(5,044)
Operating lease right-of-use assets and liabilities		9,805				102				16,974				(61)
Accounts payable and other liabilities		(6,992)				2,879				(4,817)				2,550
Accrued liabilities		1,652				5,578				(9,848)				15,455
Accrued payroll and other employee benefits		3,495				5,220				(7,106)				7,937
Deferred revenue		(7,450)				14,073				(31,690)				25,082
Net cash provided by (used in) operating activities		12,452				12,852				(49,389)				5,245
Investing activities:
Purchases of property and equipment		(4,942)				(1,911)				(28,493)				(5,271)
Capitalized internal-use software development costs		(421)				(415)				(1,686)				(1,436)
Acquisition of Travelaer, net of cash acquired		—				—				—				(10,510)
Purchase of equity securities		(168)				(113)				(281)				(293)
Purchase of intangible asset		—				—				—				(50)
Net cash used in investing activities		(5,531)				(2,439)				(30,460)				(17,560)
Financing activities:
Proceeds from employee stock plans		—				—				2,824				1,995
Tax withholding related to net share settlement of stock awards		(147)				(2,155)				(20,481)				(23,753)
Proceeds from issuance of convertible debt, net		—				—				146,925				140,156
Debt issuance costs related to convertible debt		(344)				—				(1,019)				(860)
Purchase of capped call		—				—				(25,335)				(16,445)
Settlement of convertible debt		—				(21,660)				—				(97,678)
Proceeds from termination of bond hedge		—				—				—				64,819
Payment for termination of warrant		—				—				—				(45,243)
Net cash (used in) provided by financing activities		(491)				(23,815)				102,914				22,991
Effect of foreign currency rates on cash		352				317				(8)				(75)
Net change in cash and cash equivalents		6,782				(13,085)				23,057				10,601
Cash and cash equivalents:
Beginning of period		322,352				319,162				306,077				295,476
End of period		$	329,134			$	306,077			$	329,134			$	306,077

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 11.
				Three Months Ended December 31,								Quarter over Quarter			Year Ended December 31,								Year over Year
				2020				2019				% change			2020				2019				% change
GAAP gross profit				$	35,539			$	37,814			(6)	%		$	147,791			$	151,217			(2)	%
	Non-GAAP adjustments:
	New headquarters noncash rent expense			—				167							417				646
	Amortization of acquisition-related intangibles			886				907							3,586				3,895
	Share-based compensation			587				490							2,132				2,025
Non-GAAP gross profit				$	37,012			$	39,378			(6)	%		$	153,926			$	157,783			(2)	%
Non-GAAP gross margin				60.8		%		59.5		%					61.0		%		63.0		%
GAAP loss from operations				$	(13,426)			$	(15,071)			(11)	%		$	(66,080)			$	(53,338)			24	%
	Non-GAAP adjustments:
	Acquisition-related expenses			—				254							—				502
	Debt extinguishment fees			—				—							—				319
	New headquarters noncash rent expense			—				555							1,479				2,218
	Amortization of acquisition-related intangibles			1,363				1,398							5,507				5,831
	Share-based compensation			5,922				6,446							24,399				24,680
	Total Non-GAAP adjustments			7,285				8,653							31,385				33,550
Non-GAAP loss from operations				$	(6,141)			$	(6,418)			(4)	%		$	(34,695)			$	(19,788)			75	%
Non-GAAP loss from operations % of total revenue				(10.1)		%		(9.7)		%					(13.7)		%		(7.9)		%
GAAP net loss				$	(18,184)			$	(17,300)			5	%		$	(76,984)			$	(69,081)			11	%
	Non-GAAP adjustments:
	Total Non-GAAP adjustments affecting loss from operations			7,285				8,653							31,385				33,550
	Amortization of debt discount and issuance costs			3,277				1,945							8,703				11,074
	Loss on debt extinguishment			—				660							—				5,660
	Tax impact related to non-GAAP adjustments			1,736				1,375							8,645				4,623
Non-GAAP net loss				$	(5,886)			$	(4,667)			26	%		$	(28,251)			$	(14,174)			99	%
Non-GAAP diluted loss per share				$	(0.14)			$	(0.11)						$	(0.65)			$	(0.35)
Shares used in computing non-GAAP loss per share				43,452				42,615							43,301				40,232

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,
			2020				2019				2020				2019
Cost of Subscription Items
	New headquarters noncash rent expense		—				16				42				64
	Amortization of acquisition-related intangibles		714				747				2,928				3,249
	Share-based compensation		126				70				423				280
	Total cost of subscription items		$	840			$	833			$	3,393			$	3,593
Cost of Maintenance Items
	New headquarters noncash rent expense		—				27				64				110
	Amortization of acquisition-related intangibles		172				160				658				646
	Share-based compensation		64				45				242				197
	Total cost of maintenance items		$	236			$	232			$	964			$	953
Cost of Services Items
	New headquarters noncash rent expense		—				124				311				472
	Share-based compensation		397				375				1,467				1,548
	Total cost of services items		$	397			$	499			$	1,778			$	2,020
Sales and Marketing Items
	New headquarters noncash rent expense		—				104				283				409
	Amortization of acquisition-related intangibles		477				491				1,921				1,936
	Share-based compensation		978				1,666				6,536				5,995
	Total sales and marketing items		$	1,455			$	2,261			$	8,740			$	8,340
General and Administrative Items
	New headquarters noncash rent expense		—				95				262				367
	Debt extinguishment fees		—				—				—				319
	Share-based compensation		2,710				2,930				9,670				11,451
	Total general and administrative items		$	2,710			$	3,025			$	9,932			$	12,137
Research and Development Items
	New headquarters noncash rent expense		—				189				517				796
	Share-based compensation		1,647				1,360				6,061				5,209
	Total research and development items		$	1,647			$	1,549			$	6,578			$	6,005
Acquisition-related expenses			$	—			$	254			$	—			$	502

PROS Holdings, Inc. Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands) (Unaudited)
			Three Months Ended December 31,								Year Ended December 31,
			2020				2019				2020				2019
Adjusted EBITDA
GAAP Loss from Operations			$	(13,426)			$	(15,071)			$	(66,080)			$	(53,338)
Acquisition-related expenses			—				254				—				502
Amortization of acquisition-related intangibles			1,363				1,398				5,507				5,831
New headquarters noncash rent expense			—				555				1,479				2,218
Debt extinguishment fees			—				—				—				319
Share-based compensation			5,922				6,446				24,399				24,680
Depreciation and other amortization			2,387				2,208				8,827				8,039
Capitalized internal-use software development costs			(421)				(415)				(1,686)				(1,436)
Adjusted EBITDA			$	(4,175)			$	(4,625)			$	(27,554)			$	(13,185)
Net cash provided by (used in) operating activities			$	12,452			$	12,852			$	(49,389)			$	5,245
Purchase of property and equipment (excluding new headquarters)			(601)				(1,481)				(2,248)				(4,626)
Purchase of intangible asset			—				—				—				(50)
Capitalized internal-use software development costs			(421)				(415)				(1,686)				(1,436)
Free Cash Flow			$	11,430			$	10,956			$	(53,323)			$	(867)
Guidance
											Q1 2021 Guidance
											Low				High
Adjusted EBITDA
GAAP Loss from Operations											$	(24,300)			$	(23,300)
Amortization of acquisition-related intangibles											900				900
Share-based compensation											8,200				8,200
Depreciation and other amortization											2,200				2,200
Adjusted EBITDA											$	(13,000)			$	(12,000)