pro-20250630

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 June 30, 2025


☐			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 every Interactive Data File required to be submitted 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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	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 48,106,454 as of July 24, 2025.

Table of Contents

PROS Holdings, Inc.

Form 10-Q

For the Quarterly Period Ended June 30, 2025

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 Loss	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Stockholders' (Deficit) Equity	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
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	25
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.

Table of Contents

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)


	June 30, 2025		December 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, respectively	65,172		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	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
Commitments and contingencies (see Note 9)
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

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 Loss

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue:
Subscription	$	73,333	$	65,600	$	144,163	$	129,949
Maintenance and support	2,567		3,385		5,297		6,980
Total subscription, maintenance and support	75,900		68,985		149,460		136,929

Services	12,815		13,028		25,577		25,772
Total revenue	88,715		82,013		175,037		162,701
Cost of revenue:
Subscription	15,436		14,570		29,985		29,183
Maintenance and support	1,643		1,751		3,344		3,613
Total cost of subscription, maintenance and support	17,079		16,321		33,329		32,796

Services	12,116		12,498		23,798		24,856
Total cost of revenue	29,195		28,819		57,127		57,652
Gross profit	59,520		53,194		117,910		105,049
Operating expenses:
Selling and marketing	26,791		23,537		50,799		46,219
Research and development	23,019		21,786		45,626		46,199
General and administrative	17,309		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, net	7,326		1,323		9,238		1,781
Loss before income tax provision	(1,501)		(7,009)		(4,542)		(18,055)
Income tax provision	255		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:
Basic	47,916		47,068		47,783		46,942
Diluted	51,501		47,068		51,807		46,942
Other comprehensive loss, net of tax:
Foreign currency translation adjustment	$	(91)	$	(62)	$	(1,050)	$	(235)

Other comprehensive loss, net of tax	(91)		(62)		(1,050)		(235)
Comprehensive loss	$	(1,847)	$	(7,448)	$	(6,495)	$	(18,978)

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)


	Six Months Ended June 30,
	2025		2024
Operating activities:
Net loss	$	(5,445)	$	(18,743)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	3,729		4,395
Amortization of debt premium and issuance costs	(535)		(586)
Share-based compensation	22,679		22,948



Provision for credit losses	311		160
Gain on lease modification	—		(697)
Loss on disposal of assets	—		774



Gain on debt extinguishment	(4,189)		—
Changes in operating assets and liabilities:
Trade and other receivables	(313)		1,173
Deferred costs	(1,092)		572
Prepaid expenses and other assets	(4,397)		174
Operating lease right-of-use assets and liabilities	(277)		(1,516)
Accounts payable and other liabilities	(3,088)		3,885
Accrued liabilities	1,600		2,418
Accrued payroll and other employee benefits	(7,729)		(13,511)
Deferred revenue	3,176		330
Net cash provided by operating activities	4,430		1,776
Investing activities:
Purchases of property and equipment	(144)		(438)


Capitalized internal-use software development costs	—		(58)


Investment in equity securities	—		(113)
Proceeds from equity securities	118		—



Net cash used in investing activities	(26)		(609)
Financing activities:


Proceeds from employee stock plans	1,030		1,024
Tax withholding related to net share settlement of stock awards	(5,495)		(10,161)




Proceeds from issuance of convertible debt	50,000		—
Debt issuance costs related to convertible debt	(3,525)		—
Purchase of Capped Call	(27,895)		—
Repayment of convertible debt	—		(21,713)



Net cash provided by (used in) financing activities	14,115		(30,850)
Effect of foreign currency rates on cash	(1,544)		22
Net change in cash, cash equivalents and restricted cash	16,975		(29,661)
Cash, cash equivalents and restricted cash:
Beginning of period	171,983		178,747
End of period	$	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
Restricted cash	10,000		10,000
Total cash, cash equivalents and restricted cash	$	188,958	$	149,086

Supplemental disclosure of cash flow information:
Noncash investing activities:
Purchase of property and equipment accrued but not paid	$	425	$	76

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’ (Deficit) Equity

(In thousands, except share data)

(Unaudited)


	Three Months Ended June 30, 2025
















	Common Stock			Additional Paid-In Capital		Treasury Stock			Accumulated Deficit		Accumulated other comprehensive loss		Total Stockholders’ (Deficit) Equity
	Shares	Amount				Shares	Amount
Balance at March 31, 2025	47,796,766	$	52	$	641,750	4,680,723	$	(29,847)	$	(671,416)	$	(6,352)	$	(65,813)

Stock awards net settlement	189,677	1		(1,335)		—	—		—		—		(1,334)






Purchase of Capped Call	—	—		(27,895)		—	—		—		—		(27,895)

Noncash share-based compensation	—	—		12,010		—	—		—		—		12,010

Other comprehensive loss	—	—		—		—	—		—		(91)		(91)
Net loss	—	—		—		—	—		(1,756)		—		(1,756)
Balance at June 30, 2025	47,986,443	$	53	$	624,530	4,680,723	$	(29,847)	$	(673,172)	$	(6,443)	$	(84,879)


	Three Months Ended June 30, 2024
	Common Stock			Additional Paid-In Capital		Treasury Stock			Accumulated Deficit		Accumulated other comprehensive loss		Total Stockholders’ (Deficit) Equity
	Shares	Amount				Shares	Amount
Balance at March 31, 2024	46,968,440	$	52	$	609,469	4,680,723	$	(29,847)	$	(658,609)	$	(5,082)	$	(84,017)
Stock awards net settlement	161,118	—		(1,823)		—	—		—		—		(1,823)









Noncash share-based compensation	—	—		10,248		—	—		—		—		10,248
Other comprehensive loss	—	—		—		—	—		—		(62)		(62)
Net loss	—	—		—		—	—		(7,386)		—		(7,386)
Balance at June 30, 2024	47,129,558	$	52	$	617,894	4,680,723	$	(29,847)	$	(665,995)	$	(5,144)	$	(83,040)

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’ (Deficit) Equity (Continued)

(In thousands, except share data)

(Unaudited)

Six Months Ended June 30, 2025

SEC Form 10-Q filed by PROS Holdings Inc.