PROS Holdings, Inc. - Quarter Report: 2021 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

___________________________________________________________________________

FORM 10-Q

___________________________________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-33554

___________________________________________________________________________

PROS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

__________________________________________________________________________


Delaware						76-0168604
(State of Incorporation)						(I.R.S. Employer Identification No.)

3200 Kirby Drive, Suite 600

77098

Houston

(Address of Principal Executive Offices)

(Zip Code)

(713)

335-5151

(Registrant's telephone number, including area code)

(Former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock $0.001 par value per share

PRO

New York Stock Exchange

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐ (do not check if a smaller reporting company)	Smaller Reporting Company	☐
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant's Common Stock, $0.001 par value, was 44,392,129 as of October 26, 2021.

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PROS Holdings, Inc.

Form 10-Q

For the Quarterly Period Ended September 30, 2021

Table of Contents


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Interim Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Stockholders' Equity	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosure	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
Signatures		27

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). All statements in this report other than historical facts are forward-looking and are based on current estimates, assumptions, trends, and projections. Statements which include the words "believes," "seeks," "expects," "may," "should," "intends," "likely," "targets," "plans," "anticipates," "estimates," or the negative version of those words and similar expressions are intended to identify forward-looking statements. Numerous important factors, risks and uncertainties affect our operating results, including, without limitation, those described in our Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q, and could cause our actual results to differ materially, from the results implied by these or any other forward-looking statements made by us or on our behalf. You should pay particular attention to the important risk factors and cautionary statements described in the section of our Annual Report on Form 10-K entitled "Risk Factors" and the section of this Quarterly Report on Form 10-Q entitled "Risk Factors." You should also carefully review the cautionary statements described in the other documents we file with the Securities and Exchange Commission, specifically the Annual Report on Form 10-K, all Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

You should not rely on forward-looking statements as predictions of future events, as we cannot guarantee that future results, levels of activity, performance or achievements will meet expectations. The forward-looking statements made herein are only made as of the date hereof, and we undertake no obligation to publicly update such forward-looking statements for any reason.

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PART I. FINANCIAL INFORMATION

ITEM 1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

PROS Holdings, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)


	September 30, 2021		December 31, 2020
Assets:
Current assets:
Cash and cash equivalents	$	308,642	$	329,134

Trade and other receivables, net of allowance of $1,043 and $4,122, respectively	43,125		49,578
Deferred costs, current	5,850		5,941
Prepaid and other current assets	10,513		9,647

Total current assets	368,130		394,300

Property and equipment, net	32,395		36,504
Operating lease right-of-use assets	25,926		30,689
Deferred costs, noncurrent	10,339		12,544
Intangibles, net	5,738		8,341
Goodwill	49,439		50,044

Other assets, noncurrent	9,053		7,549
Total assets	$	501,020	$	539,971
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable and other liabilities	$	4,998	$	4,246
Accrued liabilities	12,233		13,065
Accrued payroll and other employee benefits	25,741		25,514
Operating lease liabilities, current	6,286		5,937
Deferred revenue, current	99,300		99,156

Total current liabilities	148,558		147,918
Deferred revenue, noncurrent	6,464		11,372
Convertible debt, net	287,914		218,028
Operating lease liabilities, noncurrent	39,000		44,099
Other liabilities, noncurrent	1,150		1,517
Total liabilities	483,086		422,934
Commitments and contingencies (see Note 9)
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; 49,072,852 and 48,142,267 shares issued, respectively; 44,392,129 and 43,461,544 shares outstanding, respectively	49		48
Additional paid-in capital	537,058		589,040
Treasury stock, 4,680,723 common shares, at cost	(29,847)		(29,847)
Accumulated deficit	(485,043)		(438,773)
Accumulated other comprehensive loss	(4,283)		(3,431)

Total stockholders' equity	17,934		117,037
Total liabilities and stockholders' equity	$	501,020	$	539,971

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PROS Holdings, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue:
Subscription	$	44,119	$	42,029	$	130,991	$	127,576
Maintenance and support	8,477		10,765		26,721		35,029
Total subscription, maintenance and support	52,596		52,794		157,712		162,605

Services	10,075		8,714		28,738		28,961
Total revenue	62,671		61,508		186,450		191,566
Cost of revenue:
Subscription	13,122		12,897		40,512		38,153
Maintenance and support	2,044		2,177		6,459		7,577
Total cost of subscription, maintenance and support	15,166		15,074		46,971		45,730

Services	10,886		9,563		31,977		33,584
Total cost of revenue	26,052		24,637		78,948		79,314
Gross profit	36,619		36,871		107,502		112,252
Operating expenses:
Selling and marketing	21,025		21,951		63,779		67,882
Research and development	19,022		19,135		59,575		56,668
General and administrative	12,380		11,948		36,852		40,356


Loss from operations	(15,808)		(16,163)		(52,704)		(52,654)
Convertible debt interest and amortization	(1,576)		(2,498)		(4,728)		(6,645)
Other (expense) income, net	(71)		122		219		1,099
Loss before income tax provision	(17,455)		(18,539)		(57,213)		(58,200)
Income tax provision	70		318		387		600
Net loss	$	(17,525)	$	(18,857)	$	(57,600)	$	(58,800)



Net loss per share:
Basic and diluted	$	(0.39)	$	(0.44)	$	(1.30)	$	(1.36)

Weighted average number of shares:

Basic and diluted	44,386		43,347		44,318		43,251
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	$	(401)	$	133	$	(852)	$	49

Other comprehensive income (loss), net of tax	(401)		133		(852)		49
Comprehensive loss	$	(17,926)	$	(18,724)	$	(58,452)	$	(58,751)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PROS Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands) (Unaudited)


	Nine Months Ended September 30,
	2021		2020
Operating activities:
Net loss	$	(57,600)	$	(58,800)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	8,828		10,584
Amortization of debt discount and issuance costs	1,119		5,456
Share-based compensation	25,410		18,477



Provision for doubtful accounts	(2,078)		5,549



Changes in operating assets and liabilities:
Accounts and unbilled receivables	8,521		(8,584)
Deferred costs	2,296		2,343
Prepaid expenses and other assets	397		131
Operating lease right-of-use assets and liabilities	35		7,169
Accounts payable and other liabilities	593		2,175
Accrued liabilities	(539)		(11,500)
Accrued payroll and other employee benefits	215		(10,601)
Deferred revenue	(4,782)		(24,240)
Net cash used in operating activities	(17,585)		(61,841)
Investing activities:
Purchases of property and equipment	(2,432)		(23,551)


Capitalized internal-use software development costs	—		(1,265)


Investment in equity securities	(2,670)		(113)



Net cash used in investing activities	(5,102)		(24,929)
Financing activities:


Proceeds from employee stock plans	3,111		2,824
Tax withholding related to net share settlement of stock awards	(352)		(20,334)


Payments of notes payable	(288)		—

Proceeds from issuance of convertible debt, net	—		146,925
Debt issuance cost related to convertible debt	—		(675)
Purchase of capped call	—		(25,335)




Net cash provided by financing activities	2,471		103,405
Effect of foreign currency rates on cash	(276)		(360)
Net change in cash and cash equivalents	(20,492)		16,275
Cash and cash equivalents:
Beginning of period	329,134		306,077
End of period	$	308,642	$	322,352

Supplemental disclosure of cash flow information:
Noncash investing activities:
Purchase of property and equipment accrued but not paid	$	63	$	3,040

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PROS Holdings, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share data)

(Unaudited)


	Three Months Ended September 30, 2021
	Common Stock			Additional Paid-In Capital		Treasury Stock			Accumulated (Deficit) Retained Earnings		Accumulated other comprehensive loss		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balance at June 30, 2021	44,339,682	$	49	$	526,926	4,680,723	$	(29,847)	$	(467,518)	$	(3,882)	$	25,728
Stock awards net settlement	13,334	—		—		—	—		—		—		—
Proceeds from employee stock plans	39,113	—		1,515		—	—		—		—		1,515







Noncash share-based compensation	—	—		8,617		—	—		—		—		8,617

Other comprehensive income (loss)	—	—		—		—	—		—		(401)		(401)
Net loss	—	—		—		—	—		(17,525)		—		(17,525)
Balance at September 30, 2021	44,392,129	$	49	$	537,058	4,680,723	$	(29,847)	$	(485,043)	$	(4,283)	$	17,934


	Three Months Ended September 30, 2020
	Common Stock			Additional Paid-In Capital		Treasury Stock			Accumulated (Deficit) Retained Earnings		Accumulated other comprehensive loss		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balance at June 30, 2020	43,304,461	$	48	$	553,696	4,680,723	$	(29,847)	$	(401,732)	$	(3,995)	$	118,170
Stock awards net settlement	6,473	—		(113)		—	—		—		—		(113)
Proceeds from employee stock plans	38,683	—		1,460		—	—		—		—		1,460



Equity component of the convertible debt issuance, net	—	—		47,215		—	—		—		—		47,215
Purchase of capped call	—	—		(25,335)		—	—		—		—		(25,335)


Noncash share-based compensation	—	—		6,361		—	—		—		—		6,361

Other comprehensive income (loss)	—	—		—		—	—		—		133		133
Net loss	—	—		—		—	—		(18,857)		—		(18,857)
Balance at September 30, 2020	43,349,617	$	48	$	583,284	4,680,723	$	(29,847)	$	(420,589)	$	(3,862)	$	129,034

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PROS Holdings, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Continued)

(In thousands, except share data)

(Unaudited)


	Nine Months Ended September 30, 2021
















	Common Stock			Additional Paid-In Capital		Treasury Stock			Accumulated (Deficit) Retained Earnings		Accumulated other comprehensive loss		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balance at December 31, 2020	43,461,544	$	48	$	589,040	4,680,723	$	(29,847)	$	(438,773)	$	(3,431)	$	117,037

Stock awards net settlement	849,502	1		(353)		—	—		—		—		(352)
Proceeds from employee stock plans	81,083	—		3,111		—	—		—		—		3,111



Cumulative effect of adoption of ASU 2020-06	—	—		(80,098)		—	—		11,330		—		(68,768)



Noncash share-based compensation	—	—		25,358		—	—		—		—		25,358

Other comprehensive income (loss)	—	—		—		—	—		—		(852)		(852)
Net loss	—	—		—		—	—		(57,600)		—		(57,600)
Balance at September 30, 2021	44,392,129	$	49	$	537,058	4,680,723	$	(29,847)	$	(485,043)	$	(4,283)	$	17,934


	Nine Months Ended September 30, 2020
	Common Stock			Additional Paid-In Capital		Treasury Stock			Accumulated (Deficit) Retained Earnings		Accumulated other comprehensive loss		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balance at December 31, 2019	42,630,123	$	47	$	560,496	4,680,723	$	(29,847)	$	(361,789)	$	(3,911)	$	164,996
Stock awards net settlement	653,874	1		(20,335)		—	—		—		—		(20,334)
Proceeds from employee stock plans	65,457	—		2,824		—	—		—		—		2,824



Equity component of the convertible debt issuance, net	—	—		47,215		—	—		—		—		47,215
Purchase of capped call	—	—		(25,335)		—	—		—		—		(25,335)

Warrant exercise	163	—		—		—	—		—		—		—
Noncash share-based compensation	—	—		18,419		—	—		—		—		18,419

Other comprehensive income (loss)	—	—		—		—	—		—		49		49
Net loss	—	—		—		—	—		(58,800)		—		(58,800)
Balance at September 30, 2020	43,349,617	$	48	$	583,284	4,680,723	$	(29,847)	$	(420,589)	$	(3,862)	$	129,034

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PROS Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Organization and Nature of Operations

PROS Holdings, Inc., a Delaware corporation, through its operating subsidiaries (collectively, the "Company"), provides software-as-a-service ("SaaS") solutions that optimize shopping and selling experiences. Built on the PROS platform, these intelligent solutions leverage business artificial intelligence ("AI"), intuitive user experiences and process automation to deliver frictionless, personalized purchasing experiences designed to meet the real-time demands of today’s business-to-business ("B2B") and business-to-consumer ("B2C") omnichannel shoppers, regardless of industry. Companies can use these solutions to assess their market environments in real time to deliver customized prices and offers. The Company's solutions enable its customers to empower their buyers to move fluidly across its customers’ direct sales, partner, online, mobile and emerging channels with personalized experiences regardless of which channel those buyers choose. The Company's decades of data science and AI expertise are infused into its solutions and are designed to reduce time and complexity through actionable intelligence.

2. Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission ("SEC"). In management's opinion, the accompanying interim unaudited condensed consolidated financial statements include all adjustments necessary for a fair statement of the financial position of the Company as of September 30, 2021, the results of operations for the three and nine months ended September 30, 2021 and 2020, cash flows for the nine months ended September 30, 2021 and 2020, and stockholders' equity for the three and nine months ended September 30, 2021 and 2020.

Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 ("Annual Report") filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2020 was derived from the Company's audited consolidated financial statements but does not include all disclosures required under GAAP.

Risks and uncertainties

Since its initial onset in early 2020, the coronavirus ("COVID-19") pandemic has created significant global uncertainty, and compliance with the various containment measures implemented by governmental authorities has impacted the Company's business, as well as the businesses of its customers, suppliers and other counterparties, and the scope and duration of the outbreak and timeframe for economic recovery is uncertain. As there are no comparable recent events that provide guidance as to the long-term effect of the COVID-19 pandemic, the Company is unable to predict the full impact that COVID-19 will have on its results from operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures.

Changes in accounting policies

There have been no material changes in the Company’s significant accounting policies and their application as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, except for the Company's adoption of certain accounting standards described in more detail under "Recently adopted accounting pronouncements" in this Note 2 below.

Fair value measurement

The Company's financial assets that are included in cash and cash equivalents and that are measured at fair value on a recurring basis consisted of $290.8 million and $301.3 million at September 30, 2021 and December 31, 2020, respectively, and

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were invested in treasury money market funds. The fair value of the treasury money market funds is determined based on quoted market prices, which represents level 1 in the fair value hierarchy as defined by ASC 820.

In August 2021, the Company invested $2.0 million in a privately held company. This investment is accounted for at cost, less impairment and adjusted for subsequent observable price changes obtained from orderly transactions for identical or similar investments issued by the same investee. The Company estimates the fair value of its equity investments by considering available information such as pricing in recent rounds of financing and any other readily available market data, which represents level 3 in the fair value hierarchy. An impairment charge to current earnings is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary. As of September 30, 2021 the Company determined there were no other-than-temporary impairments on its equity investments.

Trade and other receivables

Trade and other receivables are primarily comprised of trade receivables, net of allowance for doubtful accounts, contract assets and unbilled receivables. The Company records trade accounts receivable for its unconditional rights to consideration arising from the Company's performance under contracts with customers. The Company's standard billing terms are that payment is due upon receipt of invoice, payable generally within thirty to sixty days. The carrying value of such receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. When developing its estimate of expected credit losses on trade and other receivables, the Company considers the available information relevant to assessing the collectability of cash flows, which includes a combination of both internal and external information relating to past events, current conditions, and future forecasts as well as relevant qualitative and quantitative factors that relate to the environment in which the Company operates.

Contract assets represent conditional rights to consideration that have been recognized as revenue in advance of billing the customer. Unbilled receivables represent unconditional rights to consideration arising from contingent revenue that have been recognized as revenue in advance of billing the customer.

Deferred costs

Sales commissions earned by the Company's sales representatives are considered incremental and recoverable costs of obtaining a customer contract. Sales commissions are deferred and amortized on a straight-line basis over the period of benefit, which the Company has determined to be five to eight years. The Company determined the period of benefit by taking into consideration its customer contracts, expected renewals of those customer contracts (as the Company currently does not pay an incremental sales commission for renewals), the Company's technology and other factors. The Company also defers amounts earned by employees other than sales representatives who earn incentive payments under compensation plans that are also tied to the value of customer contracts acquired. Deferred costs were $16.2 million and $18.5 million as of September 30, 2021 and December 31, 2020, respectively. Amortization expense for the deferred costs was $1.6 million and $1.5 million for the three months ended September 30, 2021 and 2020, respectively, and $4.6 million and $4.3 million for the nine months ended September 30, 2021 and 2020, respectively. Amortization of deferred costs is included in selling and marketing expense in the accompanying unaudited condensed consolidated statements of comprehensive income (loss).

Deferred implementation costs

The Company capitalizes certain contract fulfillment costs, including personnel and other costs (such as hosting, employee salaries, benefits and payroll taxes), that are associated with arrangements where professional services are not distinct from other undelivered obligations in its customer contracts. The Company analyzes implementation costs and capitalizes those costs that are directly related to customer contracts, that are expected to be recoverable, and that enhance the resources which will be used to satisfy the undelivered performance obligations in those contracts. Deferred implementation costs are amortized ratably over the remaining contract term once the revenue recognition criteria for the respective performance obligation has been met and revenue recognition commences. Deferred implementation costs were $2.5 million and $2.9 million as of September 30, 2021 and December 31, 2020, respectively. Amortization expense for the deferred implementation costs was $0.3 million and $0.4 million for the three months ended September 30, 2021 and 2020, respectively, and $0.9 million and $1.4 million for the nine months ended September 30, 2021 and 2020, respectively. Deferred implementation costs are included in prepaid and other current assets and other assets, noncurrent in the unaudited condensed consolidated balance sheets. Amortization of deferred implementation costs is included in cost of subscription and cost of services revenues in the accompanying unaudited condensed consolidated statements of comprehensive income (loss).

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Recently adopted accounting pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options ("Subtopic 470-20") and Derivatives and Hedging - Contracts in an Entity's Own Equity ("Subtopic 815-40"), which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This new standard is effective for the Company's interim and annual periods beginning January 1, 2022, and earlier adoption is permitted on January 1, 2021. The Company may elect to apply the amendments on a retrospective or modified retrospective basis. The Company early adopted the new standard effective January 1, 2021 on the modified retrospective basis. The adoption decreased additional paid-in capital by $80.1 million related to the equity conversion component of the outstanding convertible notes which was previously separated and recorded in equity, and increased convertible debt, net by $68.8 million related to the removal of the debt discounts and adjustment of debt issuance cost recorded under the previous standard. The net cumulative effect of the adjustments of $11.3 million was recorded as a decrease to the opening balance of the accumulated deficit as of January 1, 2021. As a result of the adoption the non-cash interest expense was lower for the three and nine months ended September 30, 2021 and will be lower for the remaining term of the outstanding convertible notes. The adoption had no impact on the condensed consolidated statements of cash flows.

Recently issued accounting pronouncements not yet adopted

With the exception of the new standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2021, as compared to the recent accounting pronouncements described in the Company's Annual Report, that are of significance or potential significance to the Company.

3. Deferred Revenue and Performance Obligations

Deferred Revenue

For the three months ended September 30, 2021 and 2020, the Company recognized approximately $43.3 million and $45.3 million, respectively, and for the nine months ended September 30, 2021 and 2020, the Company recognized approximately $86.0 million and $107.2 million, respectively, of revenue that was included in the deferred revenue balances at the beginning of the respective periods and primarily related to subscription services, maintenance and support, and services.

Performance Obligations

As of September 30, 2021, the Company expects to recognize approximately $373.0 million of revenue from remaining performance obligations. The Company expects, based on the terms of the related, underlying contractual arrangements, to recognize revenue on approximately $180.5 million of these performance obligations over the next 12 months, with the balance recognized thereafter. However, as a result of uncertain economic conditions caused by COVID-19, the amount of revenue recognized from the Company's contractual remaining performance obligations could vary and be less than what the Company expects as revenue recognized could be delayed or not occur depending on the ongoing impact of COVID-19.

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4. Disaggregation of Revenue

Revenue by Geography

The geographic information in the table below is presented for the three and nine months ended September 30, 2021 and 2020. The Company categorizes geographic revenues based on the location of the customer's headquarters. Because the Company's contracts are predominately denominated in U.S. dollars, it has limited exposure to foreign currency exchange risk as discussed under "Foreign Currency Exchange Risk" of Part I, Item 3 below.


	Three Months Ended September 30,								Nine Months Ended September 30,
	2021				2020				2021				2020
(in thousands)	Revenue		Percent		Revenue		Percent		Revenue		Percent		Revenue		Percent
United States of America	$	23,275	37	%	$	19,960	32	%	$	66,026	35	%	$	62,475	33	%
Europe	18,571		30	%	18,827		31	%	55,825		30	%	56,439		29	%
The rest of the world	20,825		33	%	22,721		37	%	64,599		35	%	72,652		38	%
Total revenue	$	62,671	100	%	$	61,508	100	%	$	186,450	100	%	$	191,566	100	%

5. Leases

The Company has operating leases for data centers, computer infrastructure, corporate offices and certain equipment. These leases have remaining lease terms ranging from 1 year to 12 years. Some of these leases include options to extend for up to 15 years, and some include options to terminate within 1 year.

As of September 30, 2021, the Company did not have any finance leases.

Supplemental cash flow information related to leases was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Cash paid for operating lease liabilities	$	2,065	$	2,072	$	6,443	$	5,672
Right-of-use asset obtained in exchange for operating lease liability	$	—	$	9,785	$	291	$	11,544

As of September 30, 2021, maturities of lease liabilities were as follows (in thousands):


Year Ending December 31,	Amount
Remaining 2021	$	2,452
2022	10,427
2023	11,342
2024	5,355
2025	4,245
2026	4,129
Thereafter	27,727
Total operating lease payments	65,677
Less: Imputed interest	(19,006)
Less: Anticipated lease incentive	(1,385)
Total operating lease liabilities	$	45,286

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6. Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2021		2020		2021		2020
Numerator:
Net loss	$	(17,525)	$	(18,857)	$	(57,600)	$	(58,800)
Denominator:
Weighted average shares (basic)	44,386		43,347		44,318		43,251
Dilutive effect of potential common shares	—		—		—		—
Weighted average shares (diluted)	44,386		43,347		44,318		43,251
Basic loss per share	$	(0.39)	$	(0.44)	$	(1.30)	$	(1.36)
Diluted loss per share	$	(0.39)	$	(0.44)	$	(1.30)	$	(1.36)

Dilutive potential common shares consist of shares issuable upon the settlement of stock appreciation rights ("SARs"), and the vesting of restricted stock units ("RSUs") and market stock units ("MSUs"). Potential common shares determined to be antidilutive and excluded from diluted weighted average shares outstanding were approximately 1.1 million and 1.3 million for the three months ended September 30, 2021 and 2020, respectively, and 1.3 million for the nine months ended September 30, 2021 and 2020. In addition, potential common shares related to the convertible notes determined to be antidilutive and excluded from diluted weighted average shares outstanding were 5.8 million for the three and nine months ended September 30, 2021, and 2020.

7. Noncash Share-based Compensation

The Company's 2017 Equity Incentive Plan (as amended and restated, the "2017 Stock Plan") was approved by the Company's stockholders in May 2019 and reserved an aggregate amount of 4,550,000 shares available for issuance. In May 2021, the Company's stockholders approved an amendment to the 2017 Stock Plan increasing the aggregate amount of shares available for issuance to 7,650,000. As of September 30, 2021, 4,080,355 shares remain available for issuance under the 2017 Stock Plan.

The following table presents the number of shares or units outstanding for each award type as of September 30, 2021 and December 31, 2020, respectively, (in thousands):


Award type	September 30, 2021	December 31, 2020

Restricted stock units (time-based)	1,822	1,802
Restricted stock units (performance-based)	140	162

Stock appreciation rights	—	28
Market stock units	126	111

During the three months ended September 30, 2021, the Company granted 11,239 RSUs (time-based) with a weighted average grant-date fair value of $44.48 per share.

During the nine months ended September 30, 2021, the Company granted 834,828 RSUs (time-based) with a weighted average grant-date fair value of $47.54 per share. The Company also granted 125,541 MSUs with a weighted average grant-date fair value of $56.05 to certain executive employees during the nine months ended September 30, 2021. These MSUs vest on January 31, 2024 and the actual number of MSUs that will be eligible to vest is based on the total stockholder return of the Company relative to the total stockholder return of the Index over the performance period, as defined by each award's plan documents or individual award agreements. The maximum number of shares issuable upon vesting is 200% of the MSUs initially granted. The Company did not grant any stock options, SARs or performance-based RSUs during the nine months ended September 30, 2021.

The assumptions used to value the MSUs granted during the nine months ended September 30, 2021 were as follows:

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	September 30, 2021
Volatility	53.29	%
Risk-free interest rate	0.22	%
Expected award life in years	2.97
Dividend yield	—

Share-based compensation expense is allocated to expense categories on the unaudited condensed consolidated statements of comprehensive income (loss). The following table summarizes share-based compensation expense included in the Company's unaudited condensed consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Share-based compensation:
Cost of revenue	$	951	$	519	$	2,753	$	1,545
Operating expenses:
Selling and marketing	2,600		1,727		7,334		5,558
Research and development	1,924		1,539		5,867		4,414
General and administrative	3,159		2,593		9,456		6,960
Total included in operating expenses	7,683		5,859		22,657		16,932
Total share-based compensation expense	$	8,634	$	6,378	$	25,410	$	18,477

At September 30, 2021, the Company had an estimated $68.3 million of total unrecognized compensation costs related to share-based compensation arrangements. These costs will be recognized over a weighted average period of 2.6 years.

The Company's Employee Stock Purchase Plan (as amended, the "ESPP") provides for eligible employees to purchase shares on an after-tax basis in an amount between 1% and 10% of their annual pay: (i) on June 30 of each year at a 15% discount of the fair market value of the Company's common stock on January 1 or June 30, whichever is lower, and (ii) on December 31 of each year at a 15% discount of the fair market value of the Company's common stock on July 1 or December 31, whichever is lower. An employee may not purchase more than $5,000 in either of the six-month measurement periods described above or more than $10,000 annually. In May 2021, the Company's stockholders approved an amendment to the ESPP Plan increasing the aggregate amount of shares available for issuance under the ESPP to 1,000,000. During the three and nine months ended September 30, 2021, the Company issued 39,113 and 81,083 shares under the ESPP, respectively. As of September 30, 2021, 493,711 shares remain authorized and available for issuance under the ESPP. As of September 30, 2021, the Company held approximately $0.9 million on behalf of employees for future purchases under the ESPP, and this amount was recorded in accrued payroll and other employee benefits in the Company's unaudited condensed consolidated balance sheet.

8. Convertible Senior Notes

The following is a summary of the Company's convertible senior notes as of September 30, 2021 (in thousands):


	Date of Issuance	Unpaid Principal Balance		Net Carrying Amount				Contractual Interest Rates
				Current		Noncurrent


1% Convertible Notes due in 2024 ("2024 Notes")	May 2019	$	143,750	$	—	$	141,433	1%
2.25% Convertible Notes due in 2027 ("2027 Notes")	September 2020	$	150,000	$	—	$	146,481	2.25%

The 2027 and 2024 Notes (collectively, the "Notes") are general unsecured obligations and rank senior in right of payment to all of the Company's indebtedness that is expressly subordinated in right of payment to the Notes, rank equally in right of payment with all of the Company's existing and future liabilities that are not so subordinated, are effectively junior to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness and are

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structurally subordinated to all indebtedness and other liabilities of the Company's subsidiaries (including trade payables but excluding intercompany obligations owed to the Company or its subsidiaries).

Interest related to the 2027 Notes is payable semiannually in arrears in cash on March 15 and September 15 of each year, beginning on March 15, 2021. Interest related to the 2024 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2019. The 2027 Notes mature on September 15, 2027 and the 2024 Notes mature on May 15, 2024, unless redeemed or converted in accordance with their terms prior to such date.

Each $1,000 of principal of the 2027 Notes will initially be convertible into 23.9137 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $41.82 per share. Each $1,000 of principal of the 2024 Notes will initially be convertible into 15.1394 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $66.05 per share. The initial conversion price for the 2027 and the 2024 Notes is subject to adjustment upon the occurrence of certain specified events.

As of September 30, 2021, the 2027 and 2024 Notes are not yet convertible and their remaining term is approximately 71 months and 31 months, respectively.

As of September 30, 2021 and December 31, 2020, the fair value of the principal amount of the Notes in the aggregate was $302.2 million and $363.8 million, respectively. The estimated fair value was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including the Company's stock price and interest rates, which represents level 2 in the fair value hierarchy.

Effective January 1, 2021, the Company early adopted ASU 2020-06, Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in an Entity's Own Equity. Upon adoption of the new standard, the Company removed the debt discount and adjusted the debt issuance cost which was previously allocated between the liability and the equity component, resulting in an increase of $68.8 million to convertible debt, net. In addition, the Company recorded a reduction to additional paid-in capital of $80.1 million related to the equity conversion component of the outstanding convertible notes which was previously separated and recorded in equity. The net cumulative impact of the adoption of the standard was recorded as a decrease to accumulated deficit.

The Notes consist of the following (in thousands):


	September 30, 2021		December 31, 2020
Liability component:
Principal	$	293,750	$	293,750
Less: debt discount and issuance cost, net of amortization	(5,836)		(75,722)
Net carrying amount	$	287,914	$	218,028

Equity component(1)	$	—	$	80,098

(1) Recorded within additional paid-in capital in the unaudited condensed consolidated balance sheet. As of December 31, 2020, it included $47.2 million and $32.9 million related to the 2027 and 2024 Notes, respectively, which was net of $1.3 million and $1.1 million issuance cost in equity, respectively.

The following table sets forth total interest expense recognized related to the Notes (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Coupon interest	$	1,203	$	500	$	3,609	$	1,219
Amortization of debt issuance costs	373		174		1,119		488
Amortization of debt discount	—		1,824		—		4,938
Total	$	1,576	$	2,498	$	4,728	$	6,645

Capped Call Transactions

In September 2020 and in May 2019, in connection with the offering of the 2027 and 2024 Notes, respectively, the Company entered into privately negotiated capped call transactions (collectively, the "Capped Call") with certain option counterparties. The Capped Call transactions cover, subject to customary anti-dilution adjustments, the number of shares of the

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Company’s common stock initially underlying the Notes, at a strike price that corresponds to the initial conversion price of the Notes, also subject to adjustment, and are exercisable upon conversion of the Notes. The Capped Call transactions are intended to reduce potential dilution to the Company’s common stock and/or offset any cash payments the Company will be required to make in excess of the principal amounts upon any conversion of Notes, and to effectively increase the overall conversion price of the 2027 Notes from $41.82 to $78.90 per share, and for the 2024 Notes from $66.05 to $101.62 per share. As the Capped Call transactions meet certain accounting criteria, they are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of the Capped Call was $25.3 million and $16.4 million for the 2027 and 2024 Notes, respectively, and was recorded as part of additional paid-in capital.

9. Commitments and Contingencies

Litigation

In the ordinary course of business, the Company regularly becomes involved in contract and other negotiations and, in more limited circumstances, becomes involved in legal proceedings, claims and litigation. The outcomes of these matters are inherently unpredictable. The Company is not currently involved in any outstanding litigation that it believes, individually or in the aggregate, will have a material adverse effect on its business, financial condition, results of operations or cash flows.

Purchase commitments

In the ordinary course of business, the Company enters into various purchase commitments for goods and services.

In July 2021, the Company entered into a noncancelable agreement for data subscription services with a five-year term. The purchase commitment as of September 30, 2021 was $5.0 million and the agreement expires in June 2026.

In March 2019, the Company entered into a noncancelable agreement with a computing infrastructure vendor that amended the existing agreement dated June 2017. The amended agreement expires in March 2022. The purchase commitment as of September 30, 2021 was $17.7 million.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The terms “we,” “us,” “PROS” and “our” refer to PROS Holdings, Inc. and all of its subsidiaries that are consolidated in conformity with generally accepted accounting principles in the United States.

This management's discussion and analysis of financial condition and results of operations should be read along with the unaudited condensed consolidated financial statements and unaudited notes to unaudited condensed consolidated financial statements included in Part I, Item 1 ("Interim Condensed Consolidated Financial Statements (Unaudited)"), as well as the audited consolidated financial statements and notes to consolidated financial statements and management's discussion and analysis of financial condition and results of operations set forth in our Annual Report.

Q3 2021 Financial Overview

Uncertainty still surrounds the COVID-19 pandemic, with the Delta variant affecting some of our customers during the three months ended September 30, 2021. We re-structured a few customer contracts and experienced several project delays, which had a small impact on our results for the three months ended September 30, 2021. In addition, based on observations from our sales organization, we also saw the impact of COVID-19 lead to increased unpredictability in our prospective customer purchasing decisions.

For the three and nine months ended September 30, 2021, our revenue was impacted by last year's lower customer subscription bookings, project delays and a decrease in revenue retention rates as a result of the COVID-19 pandemic. Our prior year new customer subscription bookings impacted this year's subscription revenue, as there is a lag between subscription bookings and the revenue recognized on those subscription bookings. These factors contributed to our subscription revenue growth of 5% and 3% for the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020. Total revenue increased 2% and decreased 3% for the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020.

Our gross revenue retention rates continued to improve throughout 2021 and were approximately 91% over the trailing twelve months ended September 30, 2021.

Recurring revenue (which consists of subscription revenue and maintenance and support revenue) as a percentage of total revenue accounted for 84% and 85% of total revenue for the three and nine months ended September 30, 2021 as compared to 86% and 85% for the three and nine months ended September 30, 2020, respectively.

Cash used in operating activities was $17.6 million for the nine months ended September 30, 2021, as compared to $61.8 million for the nine months ended September 30, 2020. The improvement was attributable to lower overall operating expenses as well as the timing of customer collections from several customers deferring payments in 2020 as a result of COVID-19. In addition, we had a lower annual incentive payment in 2021 as compared to prior year.

Free cash flow is a key metric to assess the strength of our business. We define free cash flow, a non-GAAP financial measure, as net cash provided by (used in) operating activities minus capital expenditures (excluding expenditures for our new headquarters), purchases of other (non-acquisition-related) intangible assets and capitalized internal-use software development costs. We believe free cash flow may be useful to investors and other users of our financial information in evaluating the amount of cash generated by our business operations. Free cash flow used during the three months ended September 30, 2021 was $8.5 million, compared to $15.7 million for the three months ended September 30, 2020. Free cash flow used during the nine months ended September 30, 2021 was $18.9 million, compared to $64.8 million for the nine months ended September 30, 2020. This improvement was primarily due to a $44.3 million decrease in net cash used in operating activities. The following is a reconciliation of free cash flow to the most comparable GAAP measure, net cash used in operating activities (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net cash used in operating activities	$	(8,171)	$	(14,886)	$	(17,585)	$	(61,841)
Purchase of property and equipment (excluding new headquarters)	(347)		(384)		(1,291)		(1,647)

Capitalized internal-use software development costs	—		(459)		—		(1,265)
Free Cash Flow	$	(8,518)	$	(15,729)	$	(18,876)	$	(64,753)

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Factors Affecting Our Performance

Key factors and trends that have affected, and we believe will continue to affect, our operating results include:

•COVID-19 Global Impact. The impact of the COVID-19 pandemic on the global economy and on our business continues to be fluid. While we are encouraged by the increased availability of vaccines, the duration of the COVID-19 pandemic remains uncertain, particularly as the virus continues to evolve and variants such as Delta spread. The pace and timeframe for recovery from the economic impact of COVID-19 continues to vary across the countries and industries in which we do business, particularly as secondary effects, including supply chain disruptions, labor shortages and widespread job migration, impact economies, industries and regions to different degrees. The travel industry, a sector served by our solutions, was particularly adversely impacted by unprecedented declines in travel demand in 2020, forcing airlines to respond by significantly reducing capacity, grounding flights, reducing personnel and other costs, adjusting corporate liquidity and, in certain cases, filing for bankruptcy protection. The timeline for recovery of the travel industry remains fluid and dynamic, with significant geographic variation. For example, while airline travel, particularly leisure travel, in the United States has shown continued signs of recovery in 2021 as COVID-19 vaccination rates increase, international travel and business travel are lagging due to complex international travel restrictions as vaccination rates vary significantly by geography. While COVID-19 has accelerated existing trends with respect to digital commerce as explained below, the economic impact and uncertainty attributable to the pandemic has affected our business, also as explained below. The global workplace environment has also substantially changed in the wake of COVID-19. To support the health and well-being of our employees, customers, partners and communities, our global workforce has been primarily working remotely since March 2020; although we began to reopen our offices mid-year by allowing employees to return to the office on a voluntary basis with enhanced safety protocols in place. In addition, many of our customers are also continuing to work remotely, which in some cases has delayed, and may continue to impact the timing of new business and implementations of our solutions. While the availability and rollout of COVID-19 vaccines and reopening of markets have begun to moderate the impact of COVID-19, the full duration and extent of the pandemic remains unknown and will depend on many factors outside of our control. It could continue to impact the pace and timing of adoption and implementation of our solutions, cash flow from operations and customer retention. For a full discussion on the risks and uncertainties to our business associated with COVID-19, please see the Risk Factors section of our Annual Report on Form 10-K.

•COVID-19 Financial Impact. Given our primarily subscription-based revenue model, the global economic impact of COVID-19 adversely impacted our revenue during the first nine months of 2021 due to last year's lower customer subscription bookings, customer contract restructuring and project delays and a decrease in revenue retention rates. Our prior year customer subscription bookings impacted this year’s subscription revenue growth given the lag between subscription bookings and the revenue recognized on those subscription bookings. While our customer base spans a variety of industries and geographies, our customers, particularly travel and travel-related customers, have been and may continue to be negatively impacted by COVID-19. This has resulted in and may continue to result in delayed purchasing decisions from prospective customers, longer sales cycles, reduced customer demand, and delayed payments. Although we supported certain customers who requested concessions during 2020 by deferring payments, we have since collected a substantial majority of the amounts associated with these concessions, as evidenced by our strong cash collections during 2021. We expect the ongoing global economic impact of COVID-19 will continue to affect our revenue in 2021 and 2022, as the continuing impact of COVID-19 and rate of economic recovery remains uncertain and varies across industries and geographies.

•Buying Preferences Driving Technology Adoption. Corporate buyers are increasingly demanding the same type of digital buying experience that they enjoy as consumers. Buyers often prefer not to interact with sales representatives as their primary source of research, and increasingly prefer to buy online when they have already decided what to buy. This trend has accelerated as a result of the COVID-19 pandemic. In response, we believe that businesses are increasingly modernizing their sales process to compete in digital commerce by adopting technologies which provide fast, frictionless, and personalized buying experiences across sales channels. We believe we are uniquely positioned to help power these buying experiences with our AI-powered solutions that enable buyers to move fluidly and with personalized experiences across our customers’ direct sales, online, mobile and partner channels.

•Continued Investments. As a result of the economic impact of COVID-19, we are continuing to be measured in our investments and focused on cost control efforts across our organization, while continuing to create awareness for our solutions, expand our customer base and grow our subscription revenues. While we incurred losses in 2020 and in the nine months of 2021, we believe our market is large and underpenetrated and intend to continue investing to expand our ability to sell and renew our subscription offerings globally. We also plan to continue investing in product development to enhance our existing technologies, including initiatives to accelerate customer time-to-value and

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provide out-of-the-box integration with third-party commerce solutions, and develop new applications and technologies.

•Cloud Migrations. We expect sales of our cloud-based solutions will continue to reduce our future maintenance and support revenue as long-term customers continue to migrate from our legacy licensed solutions to our current cloud solutions.

Results of Operations

The following table sets forth certain items in our unaudited condensed consolidated statements of comprehensive income (loss) as a percentage of total revenues for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue:
Subscription	70	%	68	%	70	%	67	%
Maintenance and support	14		18		14		18
Total subscription, maintenance and support	84		86		85		85

Services	16		14		15		15
Total revenue	100		100		100		100
Cost of revenue:
Subscription	21		21		22		20
Maintenance and support	3		4		3		4
Total cost of subscription, maintenance and support	24		25		25		24

Services	17		16		17		18
Total cost of revenue	42		40		42		41
Gross profit	58		60		58		59
Operating Expenses:
Selling and marketing	34		36		34		35
Research and development	30		31		32		30
General and administrative	20		19		20		21


Total operating expenses	84		86		86		86
Convertible debt interest and amortization	(3)		(4)		(3)		(3)
Other income net	—		—		—		1
Loss before income tax provision	(28)		(30)		(31)		(30)
Income tax provision	—		1		—		—
Net loss	(28)	%	(31)	%	(31)	%	(31)	%

Revenue:


	Three Months Ended September 30,				Variance				Nine Months Ended September 30,				Variance
(Dollars in thousands)	2021		2020		$		%		2021		2020		$		%
Subscription	$	44,119	$	42,029	$	2,090	5	%	$	130,991	$	127,576	$	3,415	3	%
Maintenance and support	8,477		10,765		(2,288)		(21)	%	26,721		35,029		(8,308)		(24)	%
Total subscription, maintenance and support	52,596		52,794		(198)		—	%	157,712		162,605		(4,893)		(3)	%

Services	10,075		8,714		1,361		16	%	28,738		28,961		(223)		(1)	%
Total revenue	$	62,671	$	61,508	$	1,163	2	%	$	186,450	$	191,566	$	(5,116)	(3)	%

Subscription revenue. Subscription revenue increased primarily due to an increase in the sale of new and existing customer subscription contracts as compared to prior year. Our ability to manage customer attrition rates directly impacts our ability to continue to grow our subscription revenue. Due to the uncertainty over how long the economic conditions caused by

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the COVID-19 pandemic will persist, we expect subscription revenue to grow at a slower pace than what we have historically experienced.

Maintenance and support revenue. Maintenance and support revenue decreased primarily as result of existing maintenance customers migrating to our cloud solutions and to a lesser extent customer maintenance churn. We expect maintenance revenue to continue to decline as we continue to migrate maintenance customers to our cloud solutions.

Services revenue. Services revenue increased for the three months ended September 30, 2021 primarily as a result of higher sales of professional services related to our subscription contracts. Services revenue remained relatively flat for the nine months ended September 30, 2021. Services revenue varies from period to period depending on different factors, including the level of professional services required to implement our solutions, the timing of services revenue recognition on certain subscription contracts and efficiencies in our solutions implementations requiring less professional services during a particular period.

Cost of revenue and gross profit:


	Three Months Ended September 30,				Variance				Nine Months Ended September 30,				Variance
(Dollars in thousands)	2021		2020		$		%		2021		2020		$		%
Cost of subscription	$	13,122	$	12,897	$	225	2	%	$	40,512	$	38,153	$	2,359	6	%
Cost of maintenance and support	2,044		2,177		(133)		(6)	%	6,459		7,577		(1,118)		(15)	%
Total cost of subscription, maintenance and support	15,166		15,074		92		1	%	46,971		45,730		1,241		3	%

Cost of services	10,886		9,563		1,323		14	%	31,977		33,584		(1,607)		(5)	%
Total cost of revenue	26,052		24,637		1,415		6	%	78,948		79,314		(366)		—	%
Gross profit	$	36,619	$	36,871	$	(252)	(1)	%	$	107,502	$	112,252	$	(4,750)	(4)	%

Cost of subscription. Cost of subscription increased primarily due to increased infrastructure costs to support our current subscription customer base. Our subscription gross profit percentages were 70% and 69% for the three months ended September 30, 2021 and 2020, respectively, and 69% and 70% for the nine months ended September 30, 2021 and 2020, respectively.

Cost of maintenance and support. Cost of maintenance and support decreased primarily due to a decrease in personnel costs as a result of the need to support a declining maintenance customer base as we migrate customers to our subscription solutions and a decrease in amortization expense related to intangible assets which were fully amortized in 2021. Maintenance and support gross profit percentages were 76% and 80% for the three months ended September 30, 2021 and 2020, respectively, and 76% and 78% for the nine months ended September 30, 2021 and 2020, respectively.

Cost of services. Cost of services increased for the three months ended September 30, 2021 primarily due to higher personnel cost to support the increase in our services revenue during the period. Cost of services decreased for the nine months ended September 30, 2021 primarily due to the lower utilization of third-party contractors and reduced travel expenses due to the COVID-19 pandemic.

Services gross profit percentages were (8)% and (10)% for the three months ended September 30, 2021 and 2020, respectively, and (11)% and (16)% for the nine months ended September 30, 2021 and 2020, respectively. Services gross profit percentages for the three and nine months ended September 30, 2021 improved primarily as a result of a decrease in utilization of higher cost third-party contractors. Services gross profit percentages vary period to period depending on different factors, including the level of professional services required to implement our solutions, the utilization of our employees and our effective man-day rates.

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Operating expenses:


	Three Months Ended September 30,				Variance				Nine Months Ended September 30,				Variance
(Dollars in thousands)	2021		2020		$		%		2021		2020		$		%
Selling and marketing	$	21,025	$	21,951	$	(926)	(4)	%	$	63,779	$	67,882	$	(4,103)	(6)	%
Research and development	19,022		19,135		(113)		(1)	%	59,575		56,668		2,907		5	%
General and administrative	12,380		11,948		432		4	%	36,852		40,356		(3,504)		(9)	%


Total operating expenses	$	52,427	$	53,034	$	(607)	(1)	%	$	160,206	$	164,906	$	(4,700)	(3)	%

Selling and marketing expenses. Sales and marketing expenses decreased for the three months ended September 30, 2021 primarily due to a decrease of $0.5 million in sales and marketing events and a decrease of $0.4 million in personnel and other costs. Sales and marketing expenses decreased for the nine months ended September 30, 2021 primarily due to a decrease of $2.5 million in sales and marketing events and a decrease of $1.6 million in travel expenses due to the COVID-19 pandemic.

Research and development expenses. Research and development expenses remained relatively flat for the three months ended September 30, 2021. Research and development expenses increased for the nine months ended September 30, 2021 primarily due to a $3.5 million increase in employee-related costs, including increase of $1.5 million in non-cash share-based compensation, partially offset by a decrease of $0.6 million in other overhead expenses.

General and administrative expenses. General and administrative expenses increased for the three months ended September 30, 2021 primarily due to an increase in non-cash share-based compensation. General and administrative expenses decreased during the nine months ended September 30, 2021 primarily due to a net decrease of $7.6 million in bad debt expense year over year, including a reduction of $2.1 million during the nine months ended September 30, 2021, due to improved credit conditions with certain customers partially offset by an increase of $4.1 million in employee-related costs, including increases of $2.5 million in non-cash share-based compensation.

Other (expense) income, net:


	Three Months Ended September 30,				Variance				Nine Months Ended September 30,				Variance
(Dollars in thousands)	2021		2020		$		%		2021		2020		$		%
Convertible debt interest and amortization	$	(1,576)	$	(2,498)	$	922	(37)	%	$	(4,728)	$	(6,645)	$	1,917	(29)	%
Other (expense) income, net	$	(71)	$	122	$	(193)	(158)	%	$	219	$	1,099	$	(880)	(80)	%

Convertible debt interest and amortization. Convertible debt expense for the three and nine months ended September 30, 2021 and 2020 related to coupon interest and amortization of debt discount and issuance costs attributable to our Notes. Convertible debt interest and amortization decreased primarily as a result of the adoption of ASU 2020-06 on January 1, 2021. Upon adoption, there was no longer a debt discount on our outstanding notes and as a result there was no related amortization cost in 2021.

Other (expense) income, net. The change in other (expense) income, net for the three and nine months ended September 30, 2021, primarily related to a decrease in interest income partially offset by foreign currency impact during the period.

Income tax provision:


	Three Months Ended September 30,						Variance				Nine Months Ended September 30,						Variance
(Dollars in thousands)	2021			2020			$		%		2021			2020			$		%
Effective tax rate	(0.4)		%	(1.7)		%	n/a		n/a		(0.7)		%	(1.0)		%	n/a		n/a
Income tax provision	$	70		$	318		$	(248)	(78)	%	$	387		$	600		$	(213)	(36)	%

Income tax provision. The tax provision for the three and nine months ended September 30, 2021 included both foreign income and withholding taxes. No tax benefit was recognized on jurisdictions with a projected loss for the year due to the valuation allowances on our deferred tax assets.

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Our effective tax rate was (0.4)% and (0.7)% for the three and nine months ended September 30, 2021, respectively, and (1.7)% and (1.0)% for the three and nine months ended September 30, 2020, respectively. The income tax rate varies from the 21% federal statutory rate primarily due to the valuation allowances on our deferred tax assets. While our expected tax rate would be 0% due to the full valuation allowance on our deferred tax assets, the income tax provision and related effective tax rates is due to foreign income and withholding taxes.

Jurisdictions with a projected loss for the year where no tax benefit can be recognized due to the valuation allowances on our deferred tax assets are excluded from the estimated annual federal effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter depending on the mix and timing of actual earnings versus annual projections.

Liquidity and Capital Resources

At September 30, 2021, we had $308.6 million of cash and cash equivalents and $219.6 million of working capital as compared to $329.1 million of cash and cash equivalents and $246.4 million of working capital at December 31, 2020.

Our principal sources of liquidity are our cash and cash equivalents, cash flows generated from operations and potential borrowings under our $50 million secured Credit Agreement ("Revolver") with the lenders party thereto and Wells Fargo Bank, National Association as agent for the lenders party thereto. The facility expires in July 2022. In addition, we could have access to the overall capital markets to supplement our liquidity position. Our material drivers or variants of operating cash flow are net income (loss), noncash expenses (principally share-based compensation, intangible amortization and amortization of debt discount and issuance costs) and the timing of periodic invoicing and cash collections from customer revenue. Our operating cash flows are also impacted by the timing of payments to our vendors and the payments of our other liabilities.

We believe our existing cash, cash equivalents, including funds available under our Revolver and our current estimates of future operating cash flows, will provide adequate liquidity and capital resources to meet our operational requirements, anticipated capital expenditures and coupon interest payments for our Notes for the next twelve months. Our future working capital requirements will depend on many factors, including the operations of our existing business, potential growth of our subscription services, future acquisitions we might undertake, expansion into complementary businesses, and the impact of COVID-19, including the pace and timing of adoption and implementation of our solutions and customer churn. During the period of uncertainty and volatility related to COVID-19, we will continue to monitor our liquidity.

The following table presents key components of our unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020:


	Nine Months Ended September 30,
(Dollars in thousands)	2021		2020
Net cash used in operating activities	$	(17,585)	$	(61,841)
Net cash used in investing activities	(5,102)		(24,929)
Net cash provided by financing activities	2,471		103,405
Cash and cash equivalents (beginning of period)	329,134		306,077
Cash and cash equivalents (end of period)	$	308,642	$	322,352

Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2021 was $17.6 million. The $44.3 million improvement over last year was attributable to lower overall operating expenses as well as the timing of customer collections from several customers deferring payments in 2020 as a result of COVID-19. In addition, we had a lower annual incentive payment in 2021 as compared to prior year.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2021 was $5.1 million. We incurred capital expenditures of $2.4 million and investment in equity securities of $2.7 million. The overall improvement was primarily related to 2020 investments in our new corporate headquarters, which was committed prior to the COVID-19 pandemic.

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Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2021 was $2.5 million, which was attributable to proceeds from employee stock plans of $3.1 million, partially offset by $0.4 million paid for tax withholdings on vesting of employee share-based awards and a $0.3 million payment of notes payable. Tax withholdings on vesting of employee share-based awards decreased significantly in the first half of 2021 as compared to prior year as a result of a sell-to-cover taxes program established in late 2020 for 2021 employee vested share-based awards. The decrease in net cash provided by financing activities for the nine months ended September 30, 2021 as compare to 2020 was primarily due to the proceeds from the issuance of the 2027 Notes in September 2020.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material. We do not have any relationships with unconsolidated entities or financial partnerships, such as variable interest entities, that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Contractual Obligations and Commitments

Other than changes described in Note 9 above, there have been no material changes to our contractual obligations and commitments disclosed in our Annual Report.

Credit facility

There were no outstanding borrowings under the Revolver as of September 30, 2021. As of September 30, 2021, we had $0.1 million of unamortized debt issuance costs related to the Revolver included in prepaids and other current assets and other long-term assets in the unaudited condensed consolidated balance sheets. For the three and nine months ended September 30, 2021 and 2020, we recorded an immaterial amount of amortization of debt issuance cost which is included in other income, net in the unaudited condensed consolidated statements of comprehensive income (loss).

Recent Accounting Pronouncements

See "Recently adopted accounting pronouncements" in Note 2 above for discussion of recent accounting pronouncements including the respective expected dates of adoption.

Critical accounting policies and estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. Actual results could differ from those estimates. The complexity and judgment required in our estimation process, as well as issues related to the assumptions, risks and uncertainties inherent in determining the nature and timing of satisfaction of performance obligations and determining the standalone selling price of performance obligations, affect the amounts of revenue, expenses, unbilled receivables and deferred revenue. Estimates are also used for, but not limited to, receivables, allowance for doubtful accounts, operating lease right-of-use assets and operating lease liabilities, useful lives of assets, depreciation, income taxes and deferred tax asset valuation, valuation of stock options, other current liabilities and accrued liabilities. Numerous internal and external factors can affect estimates. Our critical accounting policies related to the estimates and judgments are discussed in our Annual Report under management's discussion and analysis of financial condition and results of operations.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

Although our contracts are predominately denominated in U.S. dollars, we are exposed to foreign currency exchange risk because we also have some contracts denominated in foreign currencies. The effect of a hypothetical 10% adverse change in exchange rates on our foreign denominated receivables as of September 30, 2021 would result in a loss of approximately $0.4 million. We are also exposed to foreign currency risk due to our operating subsidiaries in France, United Kingdom, Canada, Germany, Ireland, Australia, Bulgaria and United Arab Emirates. A hypothetical 10% adverse change in the value of the U.S. dollar in relation to the euro, which is our single most significant foreign currency exposure, would have decreased revenue for the three and nine months ended September 30, 2021 by approximately $0.5 million and $1.4 million, respectively. However, due to the relatively low volume of payments made and received through our foreign subsidiaries, we do not believe that we have significant exposure to foreign currency exchange risks. Fluctuations in foreign currency exchange rates could harm our financial results in the future.

We currently do not use derivative financial instruments to mitigate foreign currency exchange risks. We continue to review this matter and may consider hedging certain foreign exchange risks through the use of currency derivatives in future years.

Interest Rate Risk

We are exposed to market risk for changes in interest rates related to the variable interest rate on borrowings under the Revolver. As of September 30, 2021, we had no borrowings under the Revolver.

As of September 30, 2021, we had outstanding principal amounts of $150.0 million and $143.8 million of the 2027 and the 2024 Notes, respectively, which are fixed rate instruments. Therefore, our results of operations are not subject to fluctuations in interest rates. The fair value of the Notes may change when the market price of our stock fluctuates.

We believe that we do not have any material exposure to changes in the fair value as a result of changes in interest rates due to the short-term nature of our cash equivalents.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of September 30, 2021. Based on our evaluation of our disclosure controls and procedures as of September 30, 2021, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the first quarter of 2021, the Company completed the implementation of a new enterprise resource planning ("ERP") system and the internal controls have been updated to reflect the change. There have been no other changes in our internal control over financial reporting during the three months ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that our employees are working primarily remotely due to COVID-19. We are continually monitoring and assessing the impact of COVID-19 on our internal controls to minimize the impact on their design and operating effectiveness.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are a party to legal proceedings and claims arising in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition, results of operations or cash flows.

ITEM 1A. RISK FACTORS

Except as set forth below, there have been no material changes in the Company's risk factors from those disclosed in Part I, Item 1A, of our Annual Report.

Our IT systems are regularly under attack. If our security measures are breached and unauthorized access is obtained to a customer’s data, our data or our IT systems, our and our customers’ operations may be disrupted, our reputation may be harmed, our solutions may be perceived as not being secure, customers may limit or stop using our solutions and we may incur significant legal and financial exposure and liabilities.

Our solutions involve the storage, and to a more limited extent, the transmission of our customers’ proprietary information, including personal and other sensitive data. We have incurred, and expect to continue to incur, significant costs to maintain security measures designed to prevent, eliminate or alleviate known security vulnerabilities, data theft, data corruption, data loss, computer viruses, ransomware or malicious software programs or code, cyber attacks, including advanced persistent threat intrusions, by third parties and similar disruptive events (each a "Security Incident"). Given the novel and sophisticated ways that hackers and other cyber criminals engage in cyber attacks, it is reasonable to expect that despite the implementation of security measures, our security measures and the security measures of third-party providers on which we rely would not be sufficient to prevent our systems from being compromised. If these measures are breached or are insufficient to prevent or mitigate a cyber attack, whether as a result of third-party action, employee error or misconduct, design or deployment defects, or otherwise, we could experience a Security Incident. Moreover, because the scale and number of cyber attacks continue to grow and because techniques used to compromise systems change frequently and may not be recognized until launched or for an extended period of time thereafter, we may be unable to anticipate these techniques or implement adequate preventative or remediation measures in a timely manner, if at all, even when a vulnerability is known. We and the third-party providers on which we rely may not be able to address such vulnerability prior to experiencing a Security Incident. Our risk is heightened given the increase in remote work due to the COVID-19 pandemic.

Security Incidents could result in interruptions, delays, cessation of service and loss of existing or potential customers, as well as loss of confidence in the security of our solutions and services, damage to our reputation, negative impact to our future sales, disruption of our business, increases to our information security costs, unauthorized access to, and theft, loss or disclosure of, our and our customers’ proprietary and confidential information, including personal information, litigation, governmental investigations and enforcement actions, including fines or other actions, increased stock price volatility, significant costs related to indemnity obligations, legal liability and other expenses, and material harm to our business, financial condition and results of operations. We cannot ensure that our commercial insurance will be available or sufficient to compensate us for all costs we may incur as a result of a Security Incident, and if we were to incur significant costs, our ability to obtain comparable insurance in the future may be impaired or only available at significantly increased cost.

In the normal course of our business, we experience Security Incidents. There can be no assurance that future Security Incidents will not be material to our business operations, financial condition and results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We have an ongoing authorization from our board of directors to repurchase up to $15.0 million in shares of our common stock in the open market or through privately negotiated transactions. As of September 30, 2021, $10.0 million remained available for repurchase under the existing repurchase authorization. We did not make any purchases of our common stock under this program for the three months ended September 30, 2021.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

None.

ITEM 5. OTHER INFORMATION

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None.

ITEM 6. EXHIBITS

Index to Exhibits

Provided

Incorporated by Reference

Exhibit No.

Description

Herewith

Form

Filing Date

31.1

Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).

31.2

Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/ 15d-14(a).

32.1*

Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit No.

Description

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.


*			This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, or otherwise subject to the liability of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		PROS HOLDINGS, INC.

November 2, 2021	By:	/s/ Andres Reiner
		Andres Reiner
		President and Chief Executive Officer (Principal Executive Officer)

November 2, 2021	By:	/s/ Stefan Schulz
		Stefan Schulz
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)