EX-99.1 2 ex991prosearningsrelease20.htm EX-99.1 Document

EXHIBIT 99.1

pros_logoxdualx2024.jpg

PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS

•PROS is raising its full year outlook for subscription revenue and subscription ARR.
•Grew subscription revenue by 12% year-over-year to $73.3 million in the second quarter.
•Expanded subscription gross margin by more than 50 basis points year-over-year to a subscription gross margin of 79% and a non-GAAP subscription gross margin of 80% in the second quarter.

HOUSTON – July 31, 2025 — PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI-powered SaaS pricing and selling solutions, today announced financial results for the second quarter ended June 30, 2025.

“At the heart of commercial success today is bringing the right mix of products and solutions together with the right price to win, and businesses are turning to PROS to optimize their winning formula,” stated CEO Jeff Cotten. “This is evidenced by our strong second quarter, where we exceeded the high end of our guidance ranges across all metrics. I’m proud of our team, and excited for the future of PROS, as we are well positioned to capture long-term value and lead in this next era of AI-powered enterprise transformation.”

Second Quarter 2025 Financial Highlights

Key financial results for the second quarter 2025 are shown below. Throughout this press release all dollar figures are in millions, except net earnings (loss) per share. Unless otherwise noted, all results are on a reported basis and are compared with the prior-year period.
GAAPNon-GAAP
Q2 2025Q2 2024ChangeQ2 2025Q2 2024Change
Revenue:
  Total Revenue$88.7$82.08%n/an/an/a
  Subscription Revenue$73.3$65.612%n/an/an/a
  Subscription and Maintenance Revenue $75.9$69.010%n/an/an/a
Profitability:
  Gross Profit$59.5$53.212%$61.3$55.311%
  Operating (Loss) Income$(7.6)$(7.2)$(0.4)$6.5$4.4$2.2
  Net (Loss) Income$(1.8)$(7.4)$5.6$6.3$3.3$3.1
  Net (Loss) Earnings Per Share$(0.10)$(0.16)$0.06$0.13$0.07$0.06
  Adjusted EBITDAn/an/an/a$7.4$5.2$2.2
Cash:
  Net Cash Provided by Operating Activities$3.2$6.4$(3.2)n/an/an/a
  Free Cash Flown/an/an/a$3.2$6.2$(3.0)
The attached table provides a summary of PROS results for the period, including a reconciliation of GAAP to non-GAAP metrics.

Recent Business Highlights

•Welcomed many new customers who are adopting the PROS Platform such as Air Greenland, Aurigny Air, HellermannTyton, Lennox, Louis Dreyfus, and RHI Magnesita, among others.

•Expanded adoption of the PROS Platform within existing customers including American Airlines, BASF, Carrier, Holcim, Saint-Gobain, Scoot, and Unidas, among others.
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•Earned recognition as a Leader in ISG’s 2025 CPQ Buyers Guide, PROS fourth consecutive leadership designation from an industry analyst in just three quarters; this recognition from ISG, along with previous acknowledgments from Gartner, Forrester, and IDC, underscores our relentless focus on AI innovation that drives profitable growth for our customers.

•Announced a strategic partnership with Commerce, formerly known as BigCommerce, to bring together PROS enterprise-grade pricing and CPQ with Commerce’s portfolio of eCommerce solutions, enabling B2B merchants to dynamically price, automate complex quotes, and deliver real-time offers to customers, addressing the evolving needs of enterprise sellers in an increasingly dynamic market.

•Won the 2025 CSO Award for the second consecutive year, one of the industry’s highest distinctions in cybersecurity excellence, recognizing PROS deep commitment to protecting the integrity, availability and confidentiality of data through continuous innovation, rigorous governance and industry-leading practices.

•Hosted a successful Outperform 2025, PROS flagship industry event, bringing together global leaders to explore how AI is defining a new era of intelligent commerce. The conference featured a record number of customer speakers and unveiled PROS revolutionary AI Agents that combine natural language and numerical reasoning to deliver intelligent, goal-oriented automation that unlocks boundless productivity.

Financial Outlook

PROS currently anticipates the following based on an estimated 48.3 million diluted weighted average shares outstanding for the third quarter of 2025 and a 22% non-GAAP estimated tax rate for the third quarter and full year 2025.
Q3 2025 Guidancev. Q3 2024 at Mid-PointFull Year 2025 Guidance v. Prior Year at Mid-Point
Total Revenue$90.5 to $91.510%$360.0 to $362.09%
Subscription Revenue$74.8 to $75.312%$295.5 to $297.511%
Subscription ARRn/an/a$310.0 to $313.011%
Non-GAAP Earnings Per Share$0.15 to $0.17$0.02n/an/a
Adjusted EBITDA$11.0 to $12.024%$42.0 to $44.043%
Free Cash Flown/an/a$40.0 to $44.061%
Conference Call
In conjunction with this announcement, PROS Holdings, Inc. will host a conference call on Thursday, July 31, 2025, 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, August 7, 2025, 11:59 PM ET at 1-844-512-2921 (toll-free) or 1-412-317-6671 using the pass code 13754225.

About PROS

PROS Holdings, Inc. (NYSE: PRO) is a leading provider of SaaS solutions that optimize omnichannel shopping and selling experiences, powering intelligent commerce. Leveraging leadership in revenue and pricing science, the PROS Platform combines predictive AI, real-time analytics, and powerful automation to dynamically match offers to buyers and prices to products. Businesses win more with PROS. Learn more at 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 our financial outlook; expectations; ability to achieve future growth and profitability goals; management's confidence and optimism; positioning; customer successes; demand for our software solutions; pipeline; business expansion; revenue; subscription revenue; subscription ARR; non-GAAP earnings (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
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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) cyberattacks, data breaches and breaches of security measures within our products, systems and infrastructure or products, systems and infrastructure of third parties upon whom we rely, (b) the macroeconomic environment and geopolitical uncertainty and events, (c) increasing business from customers, maintaining subscription renewal rates and capturing customer IT spend, (d) managing our growth and profit objectives effectively, (e) disruptions from our third party data center, software, data, and other unrelated service providers, (f) implementing our solutions, (g) cloud operations, (h) intellectual property and third-party software, (i) acquiring and integrating businesses and/or technologies, (j) catastrophic events, (k) operating globally, including economic and commercial disruptions, (l) potential downturns in sales and lengthy sales cycles, (m) software innovation, (n) competition, (o) market acceptance of our software innovations, (p) maintaining our corporate culture, (q) personnel risks including loss of any key employees and competition for talent, (r) expanding and training our direct and indirect sales force, (s) evolving data privacy, cyber security, data localization and AI laws, (t) the rapid adoption, evolution, and understanding of AI, (u) our debt repayment obligations, (v) the timing of revenue recognition and cash flow from operations, 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 subscription margin, non-GAAP income (loss) from operations or non-GAAP operating income (loss), subscription annual recurring revenue, adjusted EBITDA, free cash flow, non-GAAP tax rate, non-GAAP net income (loss), and non-GAAP earnings (loss) per share. PROS uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating PROS ongoing operational performance and cloud transition. 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 financial measures 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, subscription annual recurring revenue, non-GAAP earnings (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 and severance. 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,
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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.
•Severance: Severance costs relate to the departure of our Chief Revenue Officer. These amounts are unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.
Non-GAAP earnings (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 premium and issuance costs, gain on debt extinguishment and the taxes related to these items and the items excluded from non-GAAP income (loss) from operations. Estimates of non-GAAP earnings (loss) per share are calculated by dividing estimates for non-GAAP net income (loss) by our estimate of weighted average shares outstanding for the future period. The weighted average shares outstanding used in the calculation of non-GAAP earnings (loss) per share exclude the impact of the 2027 convertible notes exchanged. 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 Premium and Issuance Costs: Amortization of debt premium 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.
•Gain on Debt Extinguishment: Gain on debt extinguishment relates to the 2027 convertible notes exchange, a non-recurring transaction, during Q2 2025. These amounts are unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.
•Taxes: We exclude the tax consequences associated with non-GAAP items to provide investors with a useful comparison of our operating results to prior periods and to our peer companies because such amounts can vary significantly. In the fourth quarter of 2014, we concluded that it is more likely than not that we will be unable to fully realize our deferred tax assets and accordingly, established a valuation allowance against those assets. The ongoing impact of the valuation allowance on our non-GAAP effective tax rate has been eliminated to allow investors to better understand our business performance and compare our operating results with peer companies.

Subscription Annual Recurring Revenue: Subscription Annual Recurring Revenue ("subscription ARR") is used to assess the trajectory of our cloud business. Subscription ARR means, as of a specified date, the contracted subscription revenue, including contracts with a future start date, together with annualized overage fees incurred above contracted minimum transactions. Subscription 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, severance 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 and capitalized internal-use software development costs.
Calculated Billings: Calculated billings is defined as total subscription, maintenance and support revenue plus the change in recurring deferred revenue in a given period.
These non-GAAP estimates are not measurements of financial performance prepared in accordance with GAAP, and we are unable to reconcile these forward-looking non-GAAP financial measures to their directly comparable GAAP financial measures because the information described above which is needed to complete a reconciliation is unavailable at this time without unreasonable effort.

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Investor Contact:
PROS Investor Relations
Belinda Overdeput
713-335-5879
ir@pros.com
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PROS Holdings, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
June 30, 2025December 31, 2024
Assets:
Current assets:
Cash and cash equivalents
$178,958 $161,983 
Trade and other receivables, net of allowance of $1,142 and $922, respectively65,172 64,982 
Deferred costs, current
4,902 4,634 
Prepaid and other current assets
12,174 7,517 
Total current assets
261,206 239,116 
Restricted cash
10,000 10,000 
Property and equipment, net
18,384 19,745 
Operating lease right-of-use assets
18,237 16,066 
Deferred costs, noncurrent
12,339 11,515 
Intangibles, net
5,131 7,044 
Goodwill
108,955 107,278 
Other assets, noncurrent
8,789 9,138 
Total assets
$443,041 $419,902 
Liabilities and Stockholders’ (Deficit) Equity:
Current liabilities:
Accounts payable and other liabilities
$6,765 $8,589 
Accrued liabilities
16,407 14,085 
Accrued payroll and other employee benefits
19,341 27,117 
Operating lease liabilities, current
5,179 6,227 
Deferred revenue, current
135,497 130,977 
Total current liabilities
183,189 186,995 
Deferred revenue, noncurrent
4,199 5,438 
 Convertible debt, net, noncurrent
312,027 270,797 
 Operating lease liabilities, noncurrent
26,764 23,870 
 Other liabilities, noncurrent
1,741 1,505 
Total liabilities
527,920 488,605 
Stockholders' (deficit) equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued
— — 
Common stock, $0.001 par value, 75,000,000 shares authorized; 52,667,166
and 52,083,732 shares issued, respectively; 47,986,443 and 47,403,009 shares outstanding, respectively		53 52 
Additional paid-in capital
624,530 634,212 
Treasury stock, 4,680,723 common shares, at cost(29,847)(29,847)
Accumulated deficit
(673,172)(667,727)
Accumulated other comprehensive loss
(6,443)(5,393)
Total stockholders’ (deficit) equity
(84,879)(68,703)
Total liabilities and stockholders’ (deficit) equity
$443,041 $419,902 

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

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Revenue:
Subscription$73,333 $65,600 $144,163 $129,949 
Maintenance and support2,567 3,385 5,297 6,980 
Total subscription, maintenance and support75,900 68,985 149,460 136,929 
Services12,815 13,028 25,577 25,772 
Total revenue88,715 82,013 175,037 162,701 
Cost of revenue:
Subscription15,436 14,570 29,985 29,183 
Maintenance and support1,643 1,751 3,344 3,613 
Total cost of subscription, maintenance and support17,079 16,321 33,329 32,796 
Services12,116 12,498 23,798 24,856 
Total cost of revenue29,195 28,819 57,127 57,652 
Gross profit59,520 53,194 117,910 105,049 
Operating expenses:
Selling and marketing26,791 23,537 50,799 46,219 
Research and development23,019 21,786 45,626 46,199 
General and administrative17,309 15,055 32,909 30,117 
Loss from operations(7,599)(7,184)(11,424)(17,486)
Convertible debt interest and amortization(1,228)(1,148)(2,356)(2,350)
Other income, net7,326 1,323 9,238 1,781 
Loss before income tax provision(1,501)(7,009)(4,542)(18,055)
Income tax provision255 377 903 688 
Net loss$(1,756)$(7,386)$(5,445)$(18,743)
Net loss per share:
Basic$(0.04)$(0.16)$(0.11)$(0.40)
Diluted$(0.10)$(0.16)$(0.16)$(0.40)
Weighted average number of shares:
Basic47,916 47,068 47,783 46,942 
Diluted51,501 47,068 51,807 46,942 
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PROS Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Operating activities:
Net loss
$(1,756)$(7,386)$(5,445)$(18,743)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
1,871 2,191 3,729 4,395 
Amortization of debt premium and issuance costs(232)(302)(535)(586)
Share-based compensation
12,010 10,248 22,679 22,948 
Provision for credit losses
157 11 311 160 
Gain on lease modification— — — (697)
Loss on disposal of assets
— — — 774 
Gain on debt extinguishment
(4,189)— (4,189)— 
Changes in operating assets and liabilities:
Trade and other receivables
3,989 3,271 (313)1,173 
Deferred costs
(76)(34)(1,092)572 
Prepaid expenses and other assets
(1,631)(896)(4,397)174 
Operating lease right-of-use assets and liabilities(68)(668)(277)(1,516)
Accounts payable and other liabilities
613 4,522 (3,088)3,885 
Accrued liabilities
(108)91 1,600 2,418 
Accrued payroll and other employee benefits
4,046 3,100 (7,729)(13,511)
Deferred revenue
(11,411)(7,728)3,176 330 
Net cash provided by operating activities3,215 6,420 4,430 1,776 
Investing activities:
Purchases of property and equipment
(41)(215)(144)(438)
Capitalized internal-use software development costs
— (41)— (58)
Investment in equity securities
— — — (113)
Proceeds from equity securities— — 118 — 
Net cash used in investing activities(41)(256)(26)(609)
Financing activities:
Proceeds from employee stock plans— — 1,030 1,024 
Tax withholding related to net share settlement of stock awards
(1,334)(1,823)(5,495)(10,161)
Proceeds from issuance of convertible debt, net
50,000 — 50,000 — 
Debt issuance costs related to convertible debt
(3,525)— (3,525)— 
Purchase of Capped Call(27,895)— (27,895)— 
Repayment of convertible debt— (21,713)— (21,713)
Net cash provided by (used in) financing activities17,246 (23,536)14,115 (30,850)
Effect of foreign currency rates on cash(1,485)35 (1,544)22 
Net change in cash, cash equivalents and restricted cash18,935 (17,337)16,975 (29,661)
Cash, cash equivalents and restricted cash:
Beginning of period
170,023 166,423 171,983 178,747 
End of period
$188,958 $149,086 $188,958 $149,086 
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents$178,958 $139,086 $178,958 $139,086 
Restricted cash10,000 10,000 10,000 10,000 
Total cash, cash equivalents and restricted cash$188,958 $149,086 $188,958 $149,086 
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PROS Holdings, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share data)
(Unaudited)
We use these non-GAAP financial measures to assist in the management of the Company because we believe that this information provides a more consistent and complete understanding of the underlying results and trends of the ongoing business due to the uniqueness of these charges.
See breakdown of the reconciling line items on page 10.
Three Months Ended June 30,
Quarter over Quarter
Six Months Ended June 30,
Year over Year
20252024
% change
20252024
% change
GAAP gross profit
$59,520 $53,194 12 %$117,910 $105,049 12 %
Non-GAAP adjustments:
Amortization of acquisition-related intangibles
632 953 1,261 1,906 
Share-based compensation
1,104 1,151 2,081 2,219 
Non-GAAP gross profit
$61,256 $55,298 11 %$121,252 $109,174 11 %
Non-GAAP gross margin
69.0 %67.4 %69.3 %67.1 %
GAAP loss from operations
$(7,599)$(7,184)6 %$(11,424)$(17,486)(35)%
Non-GAAP adjustments:
Amortization of acquisition-related intangibles
956 1,300 1,909 2,601 
Severance
1,147 — 1,147 — 
Share-based compensation
12,010 10,248 22,679 22,948 
Total non-GAAP adjustments
14,113 11,548 25,735 25,549 
Non-GAAP income from operations
$6,514 $4,364 49 %$14,311 $8,063 77 %
Non-GAAP income from operations % of total revenue
7.3 %5.3 %8.2 %5.0 %
GAAP net loss
$(1,756)$(7,386)(76)%$(5,445)$(18,743)(71)%
Non-GAAP adjustments:
Total non-GAAP adjustments affecting loss from operations
14,113 11,548 25,735 25,549 
Amortization of debt premium and issuance costs
(301)(372)(674)(725)
Gain on debt extinguishment
(4,189)— (4,189)— 
Tax impact related to non-GAAP adjustments
(1,531)(539)(2,689)(801)
Non-GAAP net income
$6,336 $3,251 95 %$12,738 $5,280 141 %
Non-GAAP earnings per share
$0.13 $0.07 $0.27 $0.11 
Shares used in computing GAAP diluted earnings per share
51,501 47,068 51,807 46,942 
Remove the dilutive effect of the 2027 convertible notes exchanged(3,585)— (4,024)— 
Add the dilutive effect of stock awards108 589 268 790 
Shares used in computing non-GAAP diluted earnings per share
48,024 47,657 48,051 47,732 
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PROS Holdings, Inc.
Supplemental Schedule of Non-GAAP Financial Measures
Increase (Decrease) in GAAP Amounts Reported
(In thousands)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Cost of Subscription Items
  Amortization of acquisition-related intangibles
632 953 1,261 1,906 
  Share-based compensation
258 235 505 437 
Total cost of subscription items
$890 $1,188 $1,766 $2,343 
Cost of Maintenance Items
  Share-based compensation
93 96 188 233 
Total cost of maintenance items
$93 $96 $188 $233 
Cost of Services Items
  Share-based compensation
753 820 1,388 1,549 
Total cost of services items
$753 $820 $1,388 $1,549 
Sales and Marketing Items
  Amortization of acquisition-related intangibles
324 347 648 695 
  Severance
1,147 — 1,147 — 
  Share-based compensation
2,602 2,437 5,288 6,065 
Total sales and marketing items
$4,073 $2,784 $7,083 $6,760 
Research and Development Items
  Share-based compensation
2,441 2,114 4,793 5,645 
Total research and development items
$2,441 $2,114 $4,793 $5,645 
General and Administrative Items
  Share-based compensation
5,863 4,546 10,517 9,019 
Total general and administrative items
$5,863 $4,546 $10,517 $9,019 
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PROS Holdings, Inc.
Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands)
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Adjusted EBITDA
GAAP Loss from Operations
$(7,599)$(7,184)$(11,424)$(17,486)
Amortization of acquisition-related intangibles
956 1,300 1,909 2,601 
Severance
1,147 — 1,147 — 
Share-based compensation
12,010 10,248 22,679 22,948 
Depreciation and other amortization
915 891 1,820 1,794 
Capitalized internal-use software development costs
— (41)— (58)
Adjusted EBITDA
$7,429 $5,214 $16,131 $9,799 
Net Cash Provided by Operating Activities$3,215 $6,420 $4,430 $1,776 
   Purchase of property and equipment
(41)(215)(144)(438)
   Capitalized internal-use software development costs
— (41)— (58)
Free Cash Flow
$3,174 $6,164 $4,286 $1,280 
Guidance
Q3 2025 GuidanceFull Year 2025 Guidance
LowHighLowHigh
Adjusted EBITDA
  GAAP Loss from Operations
$(4,800)$(3,800)$(16,447)$(14,447)
Amortization of acquisition-related intangibles
1,000 1,000 3,800 3,800 
Severance
— — 1,147 1,147 
Share-based compensation
13,900 13,900 49,900 49,900 
Depreciation and other amortization
900 900 3,600 3,600 
Adjusted EBITDA
$11,000 $12,000 $42,000 $44,000 
















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

Three Months Ended June 30,
Quarter over Quarter
Six Months Ended June 30,
Year over Year
20252024
% change
20252024
% change
GAAP subscription gross profit
$57,897 $51,030 13 %$114,178 $100,766 13 %
Non-GAAP adjustments:
Amortization of acquisition-related intangibles
632 953 1,261 1,906 
Share-based compensation
258 235 505 437 
Non-GAAP subscription gross profit
$58,787 $52,218 13 %$115,944 $103,109 12 %
Non-GAAP subscription gross margin
80.2 %79.6 %80.4 %79.3 %
12