ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 76-0168604 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
3100 Main Street, Suite 900 Houston TX | 77002 | ||
(Address of Principal Executive Offices) | (Zip Code) | ||
(713) 335-5151 | |||
Registrant's telephone number, including area code |
Large Accelerated Filer | o | Accelerated Filer | x |
Non-Accelerated Filer | o (do not check if a smaller reporting company) | Smaller Reporting Company | o |
Page | |
March 31, 2013 | December 31, 2012 | ||||||
Assets: | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 82,462 | $ | 83,558 | |||
Accounts and unbilled receivables, net of allowance of $700 and $760, respectively | 42,742 | 38,801 | |||||
Prepaid and other current assets | 6,199 | 5,067 | |||||
Total current assets | 131,403 | 127,426 | |||||
Restricted cash | 329 | 329 | |||||
Property and equipment, net | 14,709 | 12,788 | |||||
Other long term assets, net | 5,955 | 5,936 | |||||
Total assets | $ | 152,396 | $ | 146,479 | |||
Liabilities and Stockholders’ Equity: | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 5,743 | $ | 3,775 | |||
Accrued liabilities | 4,418 | 3,258 | |||||
Accrued payroll and other employee benefits | 3,123 | 7,669 | |||||
Deferred revenue | 42,097 | 39,774 | |||||
Total current liabilities | 55,381 | 54,476 | |||||
Long-term deferred revenue | 2,432 | 2,007 | |||||
Other long-term liabilities | 1,327 | 1,327 | |||||
Total liabilities | 59,140 | 57,810 | |||||
Commitments and contingencies (Note 5) | |||||||
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; 32,332,136 and 31,966,432 shares issued, respectively; 27,914,551 and 27,548,847 shares outstanding, respectively | 32 | 32 | |||||
Additional paid-in capital | 90,544 | 87,693 | |||||
Treasury stock, 4,417,585 common shares, at cost | (13,938 | ) | (13,938 | ) | |||
Retained earnings | 16,618 | 14,882 | |||||
Total stockholders’ equity | 93,256 | 88,669 | |||||
Total liabilities and stockholders’ equity | $ | 152,396 | $ | 146,479 |
For the three months ended March 31, | |||||||
2013 | 2012 | ||||||
Revenue: | |||||||
License and implementation | $ | 22,592 | $ | 17,796 | |||
Maintenance and support | 11,034 | 9,225 | |||||
Total revenue | 33,626 | 27,021 | |||||
Cost of revenue: | |||||||
License and implementation | 8,471 | 6,003 | |||||
Maintenance and support | 2,082 | 1,935 | |||||
Total cost of revenue | 10,553 | 7,938 | |||||
Gross profit | 23,073 | 19,083 | |||||
Operating expenses: | |||||||
Selling, marketing, general and administrative | 14,288 | 10,256 | |||||
Research and development | 8,096 | 6,697 | |||||
Income from operations | 689 | 2,130 | |||||
Other (expense) income, net | (103 | ) | 22 | ||||
Income before income tax provision | 586 | 2,152 | |||||
Income tax (benefit) provision | (1,148 | ) | 961 | ||||
Net income | $ | 1,734 | $ | 1,191 | |||
Net earnings per share: | |||||||
Basic | $ | 0.06 | $ | 0.04 | |||
Diluted | $ | 0.06 | $ | 0.04 | |||
Weighted average number of shares: | |||||||
Basic | 27,757,397 | 27,166,973 | |||||
Diluted | 29,365,342 | 28,284,044 | |||||
Other comprehensive income, net of tax: | |||||||
Other comprehensive income | — | — | |||||
Comprehensive income | $ | 1,734 | $ | 1,191 |
For the three months ended March 31, | |||||||
2013 | 2012 | ||||||
Operating activities: | |||||||
Net income | $ | 1,734 | $ | 1,191 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 967 | 427 | |||||
Share-based compensation | 3,420 | 2,032 | |||||
Excess tax benefit on share-based compensation | — | (1,395 | ) | ||||
Tax benefit from share-based compensation | (10 | ) | 1,358 | ||||
Provision for doubtful accounts | (60 | ) | (220 | ) | |||
Changes in operating assets and liabilities: | |||||||
Accounts and unbilled receivables | (3,877 | ) | 6,219 | ||||
Prepaid expenses and other assets | (1,162 | ) | (318 | ) | |||
Accounts payable | 1,070 | (183 | ) | ||||
Accrued liabilities | 980 | (226 | ) | ||||
Accrued payroll and other employee benefits | (4,549 | ) | (3,059 | ) | |||
Deferred revenue | 2,748 | (2,402 | ) | ||||
Net cash provided by operating activities | 1,261 | 3,424 | |||||
Investing activities: | |||||||
Purchases of property and equipment | (948 | ) | (684 | ) | |||
Capitalized internal-use software development costs | (796 | ) | (347 | ) | |||
Net cash used in investing activities | (1,744 | ) | (1,031 | ) | |||
Financing activities: | |||||||
Exercise of stock options | 1,409 | 488 | |||||
Excess tax benefits on share-based compensation | — | 1,395 | |||||
Tax withholding related to net share settlement of restricted stock units | (2,022 | ) | (1,820 | ) | |||
Net cash (used in) provided by financing activities | (613 | ) | 63 | ||||
Net (decrease) increase in cash and cash equivalents | (1,096 | ) | 2,456 | ||||
Cash and cash equivalents: | |||||||
Beginning of period | 83,558 | 68,457 | |||||
End of period | $ | 82,462 | $ | 70,913 |
• | provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated; |
• | require an entity to allocate revenue in an arrangement using best estimated selling price, (“BESP”) of deliverables if a vendor does not have VSOE of selling price; and |
• | eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method. |
Award type | March 31, 2013 | December 31, 2012 | ||||
Stock options | 1,343,710 | 1,474,828 | ||||
Restricted stock units | 1,662,751 | 1,182,726 | ||||
Stock appreciation rights | 746,225 | 789,637 | ||||
Market share units | 456,000 | 205,000 |
For the three months ended March 31, 2013 | ||
Volatility | 57% | |
Risk-free interest rate | 0.35% | |
Expected option life in years | 2.84 | |
Dividend yield | — |
For the three months ended March 31, | |||||||
2013 | 2012 | ||||||
Numerator: | |||||||
Net income | $ | 1,734 | $ | 1,191 | |||
Denominator: | |||||||
Weighted average shares (basic) | 27,757 | 27,167 | |||||
Dilutive effect of potential common shares | 1,608 | 1,117 | |||||
Weighted average shares (diluted) | 29,365 | 28,284 | |||||
Basic earnings per share | $ | 0.06 | $ | 0.04 | |||
Diluted earnings per share | $ | 0.06 | $ | 0.04 |
For the three months ended March 31, | |||||||
2013 | 2012 | ||||||
Share-based compensation: | |||||||
Cost of revenue: | |||||||
License and implementation | $ | 462 | $ | 329 | |||
Total included in cost of revenue | 462 | 329 | |||||
Operating expenses: | |||||||
Selling, marketing, general and administrative | 2,222 | 1,268 | |||||
Research and development | 736 | 435 | |||||
Total included in operating expenses | 2,958 | 1,703 | |||||
Total share-based compensation expense | $ | 3,420 | $ | 2,032 |
• | Growth opportunities. We believe the market for our big data software applications is underpenetrated. Market interest for our software has increased over the past several years, providing us with growth opportunities. We have and will continue to invest in our business to more effectively address these opportunities through significant investment in professional services, research and development, sales, marketing and back office. In addition to organic growth, we may acquire companies or technologies that can contribute to the strategic, operational and financial growth of our business. We expect to continue to explore both organic and other strategic growth opportunities. |
• | Uncertain global economic conditions. Global economic conditions have been challenging in recent years, and continue to be somewhat uncertain. The uncertain economic conditions have had and may have a negative impact on the adoption of big data software and may increase the volatility in our business. Due to the uncertain economic conditions, we continue to experience long sales cycles, increased scrutiny on purchasing decisions and overall cautiousness taken by customers. In addition, certain foreign countries are still facing significant economic and political crises and it is possible that these crises could result in economic deterioration in the markets in which we operate. We believe our solutions provide value to our customers during periods of economic growth as well as in recessions, but the extent to which the current economic conditions will further affect our business is uncertain. |
• | Variability in revenue. Our revenue recognition policy provides visibility into a significant portion of our revenue in the near-term quarters, although the actual timing of revenue recognition varies based on the nature and requirements of our contracts. For the majority of our arrangements, we have not historically recognized license revenue upon customer contract signature and software delivery. We evaluate our contract terms and conditions as well as our implementation performance obligations in making our revenue recognition determination for each contract. Our contractual performance obligations in the future may differ from historical periods, impacting the timing of the recognition of revenue. For example, growth in our term license and SaaS service offerings may result in the deferral of revenue over the contractual term, whereas growth in perpetual license arrangements that meet the criteria for separation may result in the recognition of license revenue on delivery, provided revenue recognition criteria are met. Our revenue could also vary based on our customer mix and customer geographic location. We sell our software solutions to customers in the manufacturing, distribution, services and travel industries. From a geographical standpoint, approximately 53% and 60% of our consolidated revenues were derived from customers outside the United States for the three months ended March 31, 2013 and 2012, respectively. Our contracts with customers outside the United States are predominately denominated in U.S. dollars. The economic and political environments around the world could change our concentration of revenue within industries and across geographies. |
• | Income taxes. For the three months ended March 31, 2013, our effective income tax rate (benefit) was (196)% as compared to the federal rate of 34%. In January 2013, Congress passed the American Taxpayer Relief Act of 2012 which included, among other legislation, the retroactive extension of the Research and Experimentations ("R&E") tax credit. The passage of this legislation made the R&E tax credit retroactive to January 1, 2012 and extended the R&E tax credit until December 31, 2013. As a result of the retroactive reinstatement of the R&E tax credit, we recognized a discrete tax benefit of $1.4 million for the three months ended March 31, 2013. Excluding the impact of discrete tax items, our 2013 estimated effective tax rate is expected to approximate 48%. |
For the three months ended March 31, | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
(Dollars in thousands) | Amount | As a Percentage of Total Revenue | Amount | As a Percentage of Total Revenue | Variance $ | Variance % | ||||||||||||||
License and implementation | $ | 22,592 | 67 | % | $ | 17,796 | 66 | % | $ | 4,796 | 27 | % | ||||||||
Maintenance and support | 11,034 | 33 | % | 9,225 | 34 | % | 1,809 | 20 | % | |||||||||||
Total | $ | 33,626 | 100 | % | $ | 27,021 | 100 | % | $ | 6,605 | 24 | % |
For the three months ended March 31, | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
(Dollars in thousands) | Amount | As a Percentage of Related Revenue | Amount | As a Percentage of Related Revenue | Variance $ | Variance % | ||||||||||||||
Cost of license and implementation | $ | 8,471 | 37 | % | $ | 6,003 | 34 | % | $ | 2,468 | 41 | % | ||||||||
Cost of maintenance and support | 2,082 | 19 | % | 1,935 | 21 | % | 147 | 8 | % | |||||||||||
Total cost of revenue | $ | 10,553 | 31 | % | $ | 7,938 | 29 | % | $ | 2,615 | 33 | % | ||||||||
Gross profit | $ | 23,073 | 69 | % | $ | 19,083 | 71 | % | $ | 3,990 | 21 | % |
For the three months ended March 31, | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
(Dollars in thousands) | Amount | As a Percentage of Total Revenue | Amount | As a Percentage of Total Revenue | Variance $ | Variance % | ||||||||||||||
Selling, marketing, general and administrative | $ | 14,288 | 42 | % | $ | 10,256 | 38 | % | $ | 4,032 | 39 | % | ||||||||
Research and development | 8,096 | 24 | % | 6,697 | 25 | % | 1,399 | 21 | % | |||||||||||
Total operating expenses | $ | 22,384 | 66 | % | $ | 16,953 | 63 | % | $ | 5,431 | 32 | % |
For the three months ended March 31, | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
(Dollars in thousands) | Amount | As a Percentage of Total Revenue | Amount | As a Percentage of Total Revenue | Variance $ | Variance % | ||||||||||||||
Other (expense) income, net | $ | (103 | ) | — | % | $ | 22 | — | % | $ | (125 | ) | (568 | )% |
For the three months ended March 31, | ||||||||||||||
(Dollars in thousands) | 2013 | 2012 | Variance $ | Variance % | ||||||||||
Effective tax rate | (196 | )% | 45 | % | n/a | (241 | )% | |||||||
Income tax (benefit) provision | $ | (1,148 | ) | $ | 961 | $ | (2,109 | ) | (219 | )% |
For the three months ended March 31, | |||||||
(Dollars in thousands) | 2013 | 2012 | |||||
Net cash provided by operating activities | $ | 1,261 | $ | 3,424 | |||
Net cash used in investing activities | (1,744 | ) | (1,031 | ) | |||
Net cash (used in) provided by financing activities | (613 | ) | 63 | ||||
Cash and cash equivalents (beginning of period) | 83,558 | 68,457 | |||||
Cash and cash equivalents (end of period) | $ | 82,462 | $ | 70,913 |
Number | Description | |
10.13(1) | Credit Agreement between PROS, Inc. and Wells Fargo Bank, National Association dated July 2, 2012. | |
10.15 | Form of Market Stock Unit Agreement (2013) under the 2007 Stock Plan. | |
10.16** | Amended and Restated Employment Agreement, dated May 2, 2013, by and between PROS, Inc., Registrant and Andres Reiner - President and Chief Executive Officer. | |
10.17** | Amended and Restated Employment Agreement, dated May 2, 2013, by and between PROS, Inc., Registrant and Charles H. Murphy - Chief Financial Officer. | |
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. | |
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 |
** | Constitutes management contracts or compensatory arrangements. |
(1) | Incorporated by reference to our Current Report on Form 8-K dated July 9, 2012 |
PROS HOLDINGS, INC. | |||
Date: May 2, 2013 | By: | /s/ Andres Reiner | |
Andres Reiner | |||
President and Chief Executive Officer (Principal Executive Officer) | |||
Date: May 2, 2013 | By: | /s/ Charles H. Murphy | |
Charles H. Murphy | |||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
Participant: | |
Grant Date: | February 25, 2013 |
Target Number of Units: | , subject to adjustment as provided by the Award Agreement. |
Maximum Number of Units: | , which is 200% of the Target Number of Units, subject to adjustment as provided by the Award Agreement. |
Performance Period: | The Company fiscal years beginning January 1, 2013 and ending December 31, 2015, subject to Sections 9.1 and 9.2 of the Award Agreement. |
Performance Measure: | The difference, measured in percentage points, for the Performance Period between the Company Total Stockholder Return and the Benchmark Index Total Return, both determined in accordance with Section 2 of the Award Agreement. |
Benchmark Index: | The Russell 2000 Index (Bloomberg Symbol RTY) |
Earned Units: | The number of Earned Units, if any (not to exceed the Maximum Number of Units), shall equal the product of (i) the Target Number of Units and (ii) the Relative Return Factor, as illustrated by Appendix A. |
Relative Return Factor: | A percentage (rounded to the nearest 1/10th of 1% and not greater than 200% or less than 0%) equal to the sum of 100% plus the product of 4 multiplied by the difference (whether positive or negative) equal to (i) the Company Total Stockholder Return minus (ii) the Benchmark Index Total Return, as illustrated by Appendix A. |
Vesting Date: | January 1, 2016, except as otherwise provided by the Award Agreement. |
Vested Units: | Provided that the Participant’s Service has not terminated prior to the Vesting Date (except as otherwise provided by the Award Agreement), the Earned Units, if any, shall become Vested Units on the Vesting Date. |
Settlement Date: | For each Vested Unit, except as otherwise provided by the Award Agreement, a date occurring no later than the 30th day following the Vesting Date. |
PROS HOLDINGS, INC. | PARTICIPANT | |||
By: | By: | |||
Name: | Print Name: | |||
Title: | ||||
Address: | 3100 Main Street, Ste 900 | Address: | ||
Houston, TX 77002 |
ATTACHMENTS: | PROS Holdings, Inc. 2007 Equity Incentive Plan, as amended to the Date of the Award; Market Stock Units Agreement. |
Percentage Point Difference of Company TSR Over/Under Benchmark Index Total Return | Relative Return Factor | Earned Units (Per 1,000 Target Units) |
100 | 200.0% | 2,000 |
95 | 200.0% | 2,000 |
90 | 200.0% | 2,000 |
85 | 200.0% | 2,000 |
80 | 200.0% | 2,000 |
75 | 200.0% | 2,000 |
70 | 200.0% | 2,000 |
65 | 200.0% | 2,000 |
60 | 200.0% | 2,000 |
55 | 200.0% | 2,000 |
50 | 200.0% | 2,000 |
45 | 200.0% | 2,000 |
40 | 200.0% | 2,000 |
35 | 200% | 2,000 |
30 | 200% | 2,000 |
25 | 200% | 2,000 |
20 | 180% | 1,800 |
15 | 160% | 1,600 |
10 | 140% | 1,400 |
5 | 120% | 1,200 |
4 | 116% | 1,160 |
3 | 112% | 1,120 |
2 | 108% | 1,080 |
1 | 104% | 1,040 |
0 | 100.0% | 1,000 |
-1 | 96% | 960 |
-2 | 92% | 920 |
-3 | 88% | 880 |
-4 | 84% | 840 |
-5 | 80% | 800 |
-10 | 60% | 600 |
-15 | 40% | 400 |
-20 | 20% | 200 |
-25 | 0% | 0 |
-30 | 0% | 0 |
-35 | 0% | 0 |
-40 | 0.0% | 0 |
-45 | 0.0% | 0 |
-50 | 0.0% | 0 |
-55 | 0.0% | 0 |
-60 | 0.0% | 0 |
-65 | 0.0% | 0 |
-70 | 0.0% | 0 |
-75 | 0.0% | 0 |
-80 | 0.0% | 0 |
-85 | 0.0% | 0 |
-90 | 0.0% | 0 |
-95 | 0.0% | 0 |
-100 | 0.0% | 0 |
Assumptions: | ||||
PRO: | ||||
Average Per Share Closing Price (beginning) | $15.50 | |||
Average Per Share Closing Price (ending) | $20.50 | |||
Russell 2000 Index: | ||||
Average Closing Index Value (beginning) | 718.26 | |||
Average Closing Index Value (ending) | 900.00 | |||
Computations: | ||||
Company Total Stockholder Return | ((20.50 / 15.50) - 1) x 100 | 32.26 | % | |
Benchmark Index Total Return | ((900.00 / 718.26) - 1) x 100 | 25.30 | % | |
Relative Return Factor | 100 + (4.0 x (32.26 – 25.30)) | 127.8 | % | |
Earned Units | 1,000 x 127.8% | 1,278 | ||
Assumptions: | ||||
PRO: | ||||
Average Per Share Closing Price (beginning) | $15.50 | |||
Average Per Share Closing Price (ending) | $18.76 | |||
Russell 2000 Index: | ||||
Average Closing Index Value (beginning) | 718.26 | |||
Average Closing Index Value (ending) | 900.00 | |||
Computations: | ||||
Company Total Stockholder Return | ((18.76 / 15.50) - 1) x 100 | 21.03 | % | |
Benchmark Index Total Return | ((900.00 / 718.26) - 1) x 100 | 25.30 | % | |
Relative Return Factor | 100 + (4.0 x (21.03 – 25.30) | 82.9 | % | |
Earned Units | 1,000 x 82.9% | 829 | ||
1. | Assumptions: |
• | For the purposes of this illustration only, the averaging periods for determination of the Average Per Share Closing Price and the Average Closing Index Value are assumed to be the 10-day periods ending on the first day of the Performance Period and the last day of the Performance Period. |
• | The Company declares and pays a quarterly cash dividend of $0.20 per share throughout all periods relevant to this illustration, with ex-dividend dates occurring each year on or about March 28, June 28, September 28 and December 28. |
• | On the ex-dividend date, the dividend paid is reinvested to purchase an additional fractional share. |
• | The Performance Period begins on January 1, 2XX1 and ends on December 31, 2XX2. |
2. | Calculate Average Per Share Closing Price at the beginning of the Performance Period. |
Trading Day | Closing Price | Dividend Paid | Shares Purchased | Accumulated Shares | Total Accumulated Value |
12/23/2XX0 | $15.34 | 1.000 | $15.34 | ||
12/27/2XX0 | $15.41 | 1.000 | $15.41 | ||
12/28/2XX0 | $14.80 | $0.20 | 0.0135 | 1.0135 | $15.00 |
12/29/2XX0 | $15.13 | 1.0135 | $15.33 | ||
12/30/2XX0 | $14.88 | 1.0135 | $15.08 | ||
Average Per Share Closing Price with Dividends Reinvested | $15.23 |
Ex-Dividend Date | Closing Price | Dividend Paid | Shares Purchased | Accumulated Shares |
03/28/2XX1 | $15.97 | $0.20 | 0.0125 | 1.0260 |
06/28/2XX1 | $16.13 | $0.20 | 0.0124 | 1.0384 |
09/28/2XX1 | $16.69 | $0.20 | 0.0120 | 1.0504 |
12/28/2XX1 | $16.36 | $0.20 | 0.0122 | 1.0626 |
03/28/2XX2 | $17.20 | $0.20 | 0.0116 | 1.0742 |
06/28/2XX2 | $19.43 | $0.20 | 0.0103 | 1.0845 |
09/27/2XX2 | $18.85 | $0.20 | 0.0106 | 1.0951 |
12/27/2XX2 | $19.20 | $0.20 | 0.0104 | 1.1055 |
4. | Calculate Average Per Share Closing Price at the end of the Performance Period. |
Trading Day | Closing Price | Dividend Paid | Shares Purchased | Accumulated Shares | Total Accumulated Value |
12/23/2XX2 | $19.01 | 1.0951 | $20.82 | ||
12/24/2XX2 | $18.94 | 1.0951 | $20.74 | ||
12/26/2XX2 | $19.12 | 1.0951 | $20.94 | ||
12/27/2XX2 | $19.20 | $0.20 | 0.0104 | 1.1055 | $21.23 |
12/30//2XX2 | $19.17 | 1.1055 | $21.19 | ||
12/31/2XX2 | $19.22 | 1.1055 | $21.25 | ||
Average Per Share Closing Price with Dividends Reinvested | $21.03 |
1. | I have reviewed this quarterly report on Form 10-Q of PROS Holdings, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 2, 2013 | /s/ Andres Reiner | |
Andres Reiner | ||
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of PROS Holdings, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 2, 2013 | /s/ Charles H. Murphy | |
Charles H. Murphy | ||
Executive Vice President and | ||
Chief Financial Officer |
Date: May 2, 2013 | /s/ Andres Reiner | |
Andres Reiner | ||
President and Chief Executive Officer |
Date: May 2, 2013 | /s/ Charles H. Murphy | |
Charles H. Murphy | ||
Executive Vice President and Chief Financial Officer |
Commitments and Contingencies
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9 Months Ended |
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Sep. 30, 2012
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Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | ommitments and Contingencies Litigation: In the ordinary course of the Company’s 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. |