8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): November 3, 2011

PROS Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-33554
(Commission File Number) 76-0168604
(IRS Employer Identification No.)

3100 Main Street, Suite 900 Houston, TX (Address of Principal Executive Offices)	77002 (Zip Code)
Registrant’s telephone number, including area code	(713) 335-5151

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     On November 3, 2011, PROS Holdings, Inc. (“the Company”) issued a press release announcing financial results for its quarter and nine months ended September 30, 2011. A copy of the press release, dated as of November 3, 2011, is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release contains forward looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

     The information in this Current Report, including the exhibit attached hereto, shall not be deemed “filed” with the Securities and Exchange Commission for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

     99.1 Press release dated November 3, 2011.

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, hereunto duly authorized.

	PROS HOLDINGS, INC.
Date: November 3, 2011	/s/ Charles H. Murphy
	Charles H. Murphy
	Chief Financial Officer and Executive Vice President

EX-99.1

Exhibit 99.1

PROS Holdings, Inc. Reports Third Quarter 2011
Financial Results

• Record revenue of $25.2 million, exceeded the high end of revenue guidance

• GAAP operating income of $2.6 million. Non-GAAP operating income was $4.2 million, an increase of 75% over the third quarter of 2010

• GAAP earnings per share of $0.07 per share, non-GAAP earnings per share of $0.11 per share, also above guided range

HOUSTON, Texas — November 3, 2011 — PROS Holdings, Inc. (NYSE: PRO), a leading provider of pricing and revenue management software solutions, today announced financial results for the third quarter ended September 30, 2011.

Total GAAP revenue for the third quarter of 2011 was $25.2 million, which was above the high end of the Company’s revenue guidance for the quarter, and an increase of 61% over the third quarter 2010.

CEO Andres Reiner stated, “We are pleased to see our momentum continue with our fourth straight quarter of record revenue and non-GAAP earnings that were above expectations. During the third quarter, we increased our global footprint with the addition of new customers and deepened our partnerships with existing customers. For the second year in a row one of our customers named PROS vendor of the year, reflecting our commitment to form partnerships with customers that produce exceptional results. At a time when the power of pricing is receiving increased attention, we believe PROS has never been stronger, and we are confident that our success in 2011 will drive continued momentum heading into 2012.”

For the quarter ended September 30, 2011, income from operations in accordance with GAAP, was $2.6 million, which exceeded the high end of the guidance for the quarter, compared with a loss from operations of $3.8 million in the third quarter of 2010. GAAP net income in the quarter was $1.9 million, or $0.07 per share, compared with GAAP net loss of $2.4 million, or ($0.09) per share, in the third quarter of 2010.

For the quarter ended September 30, 2011, non-GAAP income from operations was $4.2 million, which exceeded the high end of the guidance for the quarter, an increase of 75% from $2.4 million in the third quarter of 2010. Non-GAAP net income was $3.0 million, or $0.11 per share, compared with $1.5 million, or $0.06 per share, in the third quarter of 2010.

Recent Business Highlights

• Customer wins in the quarter included Air Europa, Autodesk, Kemira and Nok Air, among others

• Awarded strategic 2011 Vendor of the Year by 3663, a leading food service distributor in the United Kingdom

• Selected by Microsoft to participate in its Chemical Reference Architecture Initiative

Executive Vice President and CFO Charles Murphy stated, “During the third quarter we saw record revenue, marking our eighth consecutive quarter of sequential revenue growth and are proud to have reached the $100 million annual revenue run-rate. Our strong performance was the result of continued execution of our growth strategies and provides us with confidence to slightly increase our revenue expectations for the full year to the range of $96.0 to $96.5 million, which represents approximately 30% growth from 2010 at the midpoint, with increasing operating margins over last year while continuing to invest in our long-term growth.”

The attached table provides a reconciliation of GAAP to non-GAAP income from operations and net income as well as net income per share available to common stockholders for the quarter and nine months ended September 30, 2011 and 2010.

Financial Outlook

Based on information as of today, PROS anticipates the following performance for the fourth quarter of 2011:

• Total revenue in the range of $25.6 million to $26.1 million

• GAAP income from operations of $2.1 million to $2.6 million and GAAP earnings per share of $0.05 to $0.06

• Non-GAAP income from operations of $3.8 million to $4.3 million and non-GAAP earnings per share of $0.09 to $0.10, which exclude estimated non-cash share-based compensation charges of approximately $1.7 million

• GAAP and non-GAAP estimated tax rate of approximately 32%

• Estimated weighted average of 28.1 million diluted shares outstanding

Conference Call

In conjunction with this announcement, PROS Holdings, Inc. will host a conference call on November 3, 2011, at 4:30 p.m. (EDT) to discuss the company’s financial results. To access this call, dial (866) 700-6293 (domestic) or (617) 213-8835 (international). The pass code for the call is 82739066. Additionally, a live webcast of the conference call will be available in the “Investor Relations” section of the Company’s web site at www.prospricing.com.

Following the conference call, a replay will be available at (617) 801-6888 (domestic) or (888) 286-8010 (international). The replay pass code is 92030728. An archived web cast of this conference call will also be available in the “Investor Relations” section of the Company’s web site at www.prospricing.com.

About PROS

PROS Holdings, Inc. (NYSE: PRO) is a leading provider of prescriptive enterprise pricing and revenue management software products, specializing in price analytics, price execution, and price optimization. By using PROS’ software products, companies gain insight into their pricing strategies, identify pricing-based profit leaks, optimize their pricing decision making and improve their business processes and financial performance. PROS’ software products implement advanced pricing science, which includes operations research, forecasting and statistics. PROS high performance software architecture supports real-time high volume transaction processing and allows PROS to handle the processing and database requirements of the most sophisticated and largest customers, including customers with hundreds of simultaneous users and sub-second electronic transactions.

PROS provides professional services to configure its software products to meet the specific pricing needs of each customer. PROS has implemented over 500 solutions across a range of industries in more than 50 countries. Founded in 1985, PROS is headquartered in Houston, Texas. Today, PROS has over 480 employees, more than 100 with advanced degrees and over 25 with Ph.D.s. To learn more about PROS, please visit www.prospricing.com.

Forward-looking Statements

This press release contains forward-looking statements, including statements about PROS’ momentum and future financial performance, positioning of PROS, in the enterprise and mid-market sectors, the confidence and optimism of PROS management, customer successes, the growth and reach of PROS’ reseller network, awareness of PROS pricing optimization solutions, the demands for PROS solutions, the predictability of the PROS business and PROS’

effective tax rate and the continued reinstatement of the R&E tax credit. The forward-looking statements contained in this press release are based upon PROS’ historical performance and its current plans, estimates and expectations and are not a representation that such plans, estimates or expectations will be achieved. Factors that could cause actual results to differ materially from those described herein include risks related to: (a) the impact that a slowdown in the world or any particular economy has on PROS’ business sales cycles, prospects’ and customers’ spending decisions and timing of implementation decisions, (b) the challenges associated with PROS’ selling its solutions and successfully installing and delivering the products and services, (c) the difficulties and risks associated with developing and selling complex new products and enhancements with the technical specifications and functionality desired by customers, (d) the risk that the market for PROS’ pricing and margin optimization software does not grow as anticipated, (e) the difficulties of making accurate estimates necessary to complete a project and recognize revenue and risk that PROS’ revenue model will not continue to provide predictability of the PROS business, (f) the risk that PROS’ will not be able to maintain historical maintenance renewal rates, (g) risk associated with the delivering complex technological solutions according to the acceptance criteria of PROS’ customers and the avoidance of dispute related thereto, (h) personnel and other risks associated with growing a business generally (i) the risk that modification or negotiation of contractual arrangements will be necessary during PROS’ implementations of its solutions,, (j) the impact of currency fluctuations on PROS’ results of operations, (k) the risk that reseller and other relationships do not increase sales of PROS’ solutions and (l) the risk posed by civil and political unrest in regions in which PROS’ operate. Additional information relating to the uncertainty affecting the PROS business are contained in PROS’ filings with the Securities and Exchange Commission. These forward-looking statements represent PROS’ expectations as of the date of this press release. Subsequent events may cause these expectations to change, and PROS disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

PROS has provided in this release certain financial information that has not been prepared in accordance with GAAP. This information includes non-GAAP income from operations, net income and diluted earnings 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.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measure as detailed above. A reconciliation of GAAP to the non-GAAP financial measures has been provided in the tables included as part of this press release. PROS use of non-GAAP financial measures may not be consistent with the presentations by similar companies in PROS industry.

Investor Contact:
PROS Investor Relations
Matthew Balfour
713-335-5232
mbalfour@prospricing.com

Media Contact:
PROS Public Relations
Yvonne Donaldson
713-335-5310
ydonaldson@prospricing.com

PROS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share amounts)
(Unaudited)

	September 30,			December 31,
	2011			2010
Assets:
Current assets:
Cash and cash equivalents	$	66,403		$	55,845
Short-term investments		—			73
Accounts and unbilled receivables, net of allowance of $950 and $1,020, respectively		27,722			27,402
Prepaid expenses and other current assets		8,133			6,170
Total current assets		102,258			89,490
Restricted cash		329			293
Property and equipment, net		4,205			3,248
Other long term assets, net		5,671			5,097
Total assets	$	112,463		$	98,128
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	4,376		$	2,131
Accrued liabilities		1,923			1,998
Accrued payroll and other employee benefits		6,921			4,606
Deferred revenue		27,941			28,429
Total current liabilities		41,161			37,164
Long-term deferred revenue		1,238			1,461
Total liabilities		42,399			38,625
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value, 75,000,000 shares authorized, 31,354,835 and 30,777,000 shares issued, respectively, 26,937,250 and 26,359,415 shares outstanding, respectively		31			31
Additional paid-in capital		76,176			69,844
Treasury stock, 4,417,585 common shares, at cost		(13,938	)		(13,938	)
Accumulated other comprehensive loss		(11	)		(11	)
Retained earnings		7,806			3,577
Total stockholders’ equity		70,064			59,503
Total liabilities and stockholders’ equity	$	112,463		$	98,128

PROS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2011			2010			2011			2010
Revenue:
License and implementation	$	16,560		$	8,580		$	45,435		$	29,382
Maintenance and support		8,648			7,106			24,964			21,470
Total revenue		25,208			15,686			70,399			50,852
Cost of revenue:
License and implementation		4,833			3,798			14,254			10,432
Maintenance and support		1,578			1,486			4,931			4,382
Total cost of revenue		6,411			5,284			19,185			14,814
Gross profit		18,797			10,402			51,214			36,038
Gross margin		74.6	%		66.3	%		72.7	%		70.9	%
Operating expenses:
Selling, marketing, general and administrative		9,365			9,334			26,351			24,484
Research and development		6,843			4,856			18,952			15,542
Total operating expenses		16,208			14,190			45,303			40,026
Income (loss) from operations		2,589			(3,788	)		5,911			(3,988	)
Other income:
Interest income		1			24			31			53
Income (loss) before income tax provision		2,590			(3,764	)		5,942			(3,935	)
Income tax provision (benefit)		658			(1,359	)		1,713			(1,373	)
Net income (loss)	$	1,932		$	(2,405	)		4,229			(2,562	)
Net earnings (loss) attributable to common stockholders per share:
Basic	$	0.07		$	(0.09	)	$	0.16		$	(0.10	)
Diluted	$	0.07		$	(0.09	)	$	0.15		$	(0.10	)
Weighted average number of shares:
Basic		26,928,195			26,088,971			26,783,812			26,011,473
Diluted		27,842,057			26,088,971			27,689,804			26,011,473

PROS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

	For the Nine Months
	Ended September 30,
	2011			2010
Operating activities:
Net income	$	4,229		$	(2,562	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		1,189			1,020
Share-based compensation		5,008			4,461
Excess tax benefits on share-based compensation		(1,241	)		(623	)
Deferred income tax		(522	)		(114	)
Provision for doubtful accounts		(2	)		(157	)
Changes in operating assets and liabilities:
Accounts and unbilled receivable		(336	)		(8,980	)
Prepaid expenses and other		(818	)		(2,121	)
Accounts payable, accrued liabilities, accrued contract labor and accrued payroll		4,289			33
Other current liabilities		—			(4,866	)
Deferred revenue		(711	)		6,430
Net cash provided by (used in) operating activities		11,085			(7,479	)
Investing activities:
Purchases of property and equipment		(1,932	)		(1,261	)
Increase in restricted cash		(36	)		(293	)
Decrease (increase) in short-term investment		73			(73	)
Net cash used in investing activities		(1,895	)		(1,627	)
Financing activities:
Proceeds from the exercise of stock options		1,737			291
Excess tax benefits on share-based compensation		1,241			623
Tax withholding related to net share settlement of restricted stock units		(1,610	)		(1,194	)
Net cash provided by (used in) financing activities		1,368			(280	)
Net increase (decrease) in cash and cash equivalents		10,558			(9,386	)
Cash and cash equivalents:
Beginning of period		55,845			62,449
End of period	$	66,403		$	53,063

PROS HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Dollars 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.

	For the Three Months						Quarter over			For the Nine Months						Year over
	Ended September 30,						Quarter			Ended September 30,						Year
	2011			2010			% change			2011			2010			% change
Total revenue	$	25,208		$	15,686			61	%	$	70,399		$	50,852			38	%
Non-GAAP adjustment:
Litigation & settlement expense		—			3,134						—			3,134
Non-GAAP total revenue	$	25,208		$	18,820			34	%	$	70,399		$	53,986			30	%
GAAP gross profit	$	18,797		$	10,402			81	%	$	51,214		$	36,038			42	%
Non-GAAP adjustment:
GAAP share-based compensation		282			96						894			614
Litigation & settlement expense		—			3,134						—			3,134
Non-GAAP gross profit	$	19,079		$	13,632			40	%	$	52,108		$	39,786			31	%
Non-GAAP gross margin		75.7	%		72.4	%					74.0	%		73.7	%
GAAP selling, marketing, general and administrative	$	9,365		$	9,334			0	%	$	26,351		$	24,484			8	%
Non-GAAP adjustment:
GAAP share-based compensation		967			903						2,971			2,957
Litigation & settlement expense		—			2,018						—			3,040
Non- GAAP — selling, marketing, general and administrative	$	8,398		$	6,413			31	%	$	23,380		$	18,487			26	%
GAAP research and development	$	6,843		$	4,856			41	%	$	18,952		$	15,542			22	%
Non-GAAP adjustment:
GAAP share-based compensation		398			51						1,143			890
Non- GAAP research and development	$	6,445		$	4,805			34	%	$	17,809		$	14,652			22	%
Income (loss) from operations	$	2,589		$	(3,788	)	nm			$	5,911		$	(3,988	)	nm
Non-GAAP adjustment:
GAAP share-based compensation		1,647			1,050						5,008			4,461
Litigation & settlement expense		—			5,152						—			6,174
Non-GAAP income from operations	$	4,236		$	2,414			75	%	$	10,919		$	6,647			64	%
Non-GAAP income from operations %		16.8	%		12.8	%					15.5	%		12.3	%
GAAP net income (loss)	$	1,932		$	(2,405	)	nm			$	4,229		$	(2,562	)	nm
Non-GAAP adjustment:
GAAP share-based compensation		1,647			1,050						5,008			4,461
Litigation & settlement expense		—			5,152						—			6,174
Tax impact related to non-GAAP adjustments		(550	)		(2,295	)					(1,695	)		(3,852	)
Non-GAAP net income	$	3,029		$	1,502			102	%	$	7,542		$	4,221			79	%
Non-GAAP diluted earnings per share	$	0.11		$	0.06					$	0.27		$	0.16
Shares used in computing non-GAAP earnings per share		27,842			26,721						27,690			26,552
Detail of non-GAAP share-based compensation expense:
Cost of revenue	$	282		$	96					$	894		$	614
Selling, marketing, general and administrative		967			903						2,971			2,957
Research and development		398			51						1,143			890
Total share-based compensation expense	$	1,647		$	1,050					$	5,008		$	4,461
GAAP net cash provided by (used in) operating activities										$	11,085		$	(7,479	)
Non-GAAP adjustment:
Litigation & settlement expense											—			11,041
Non-GAAP net cash provided by operating activities										$	11,085		$	3,562
nm — not material