SEC Comment Letter 0000000000-24-005345 to PROS Holdings, Inc. (PRO) (CIK 0001392972)
PROS Holdings, Inc. (PRO) (CIK 0001392972)
Date: May 10, 2024 · CIK: 0001392972 · Accession: 0000000000-24-005345
AI Filing Summary & Sentiment
File numbers found in text: 001-33554
Letter
United States securities and exchange commission logo May 10, 2024 Stefan Schulz Chief Financial Officer PROS Holdings, Inc. 3200 Kirby Drive, Suite 600 Houston, Texas 77098 Re:PROS Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed February 14, 2024 File No. 001-33554 Dear Stefan Schulz: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2023 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Key Performance Metrics Free Cash Flow, page 25 1.We note that your Free Cash Flow measure includes an adjustment to add back severance payments. This measure is not calculated in accordance with Item 10(e)(1)(ii)(A) of Regulation S-K, which prohibits the exclusion of charges or liabilities that require, or will require, cash settlement from a non-GAAP liquidity measure. Please revise this measure in future filings with the Commission.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
FirstName LastNameStefan Schulz Comapany NamePROS Holdings, Inc. May 10, 2024 Page 2 FirstName LastName Stefan Schulz PROS Holdings, Inc. May 10, 2024 Page 2 absence of action by the staff. Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 with any questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
May 10, 2024
Stefan Schulz
Chief Financial Officer
PROS Holdings, Inc.
3200 Kirby Drive, Suite 600
Houston, Texas 77098
Re:PROS Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 14, 2024
File No. 001-33554
Dear Stefan Schulz:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Metrics
Free Cash Flow, page 25
1.We note that your Free Cash Flow measure includes an adjustment to add back severance
payments. This measure is not calculated in accordance with Item 10(e)(1)(ii)(A) of
Regulation S-K, which prohibits the exclusion of charges or liabilities that require, or will
require, cash settlement from a non-GAAP liquidity measure. Please revise this measure
in future filings with the Commission.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
FirstName LastNameStefan Schulz
Comapany NamePROS Holdings, Inc.
May 10, 2024 Page 2
FirstName LastName
Stefan Schulz
PROS Holdings, Inc.
May 10, 2024
Page 2
absence of action by the staff.
Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology