PROS (PRO) 8-K Pros Holdings, Inc. Reports First Quarter 2016 Financial Results

Exhibit 99.1

PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS

• Annual Contract Value bookings up 76% over the first quarter of 2015, exceeding guidance.

• Annual Recurring Revenue up 22% over the first quarter of 2015, exceeding internal expectations.

• Improved free cash flow guidance for the full year 2016.

HOUSTON – May 3, 2016 — PROS Holdings, Inc. (NYSE: PRO), a revenue and profit realization company, today announced financial results for the first quarter ended March 31, 2016.

CEO Andres Reiner stated, “We are off to a strong start in 2016, and pleased that bookings, ARR, and free cash flow all came in above our guidance and expectations. We are thrilled to help more customers outperform as we continue to drive our transformation to the cloud and deliver market-leading innovation. We are excited to see our strategic vision unfold, and the unique value we are delivering puts us in a strong position to capitalize on our large market opportunity.”

First Quarter 2016 Financial Highlights

Key financial results for the fiscal first quarter are shown below. Throughout this press release, all dollar figures are in millions, except net loss per share.  Unless otherwise noted, all results are on a reported basis and are compared to the prior year period.

	GAAP						Non-GAAP
	Q1 2016		Q1 2015		% Change		Q1 2016			Q1 2015			% Change
Revenue and Bookings:
Annual Recurring Revenue ("ARR")	n/a		n/a		n/a		$	103.2		$	84.9		22	%
Annual Contract Value ("ACV") bookings	n/a		n/a		n/a		7.3			4.1			76	%
Revenue	37.9		43.7		(13	)%	37.9			44.8			(15	)%
Subscription Revenue	8.2		7.3		12	%	8.2			7.4			11	%
Profitability:
Operating Loss	(18.0	)	(11.7	)	nm		(11.8		)	(3.1		)	nm
Net Loss	(20.5	)	(14.2	)	nm		(8.1		)	(2.6		)	nm
Net Loss Per Share	(0.68	)	(0.48	)	nm		(0.27		)	(0.09		)	nm
Adjusted EBITDA	n/a		n/a		n/a		(10.1		)	(1.9		)	nm
Cash:
Free Cash Flow	n/a		n/a		n/a		(6.3		)	(2.7		)	nm

Recent Business Highlights

• Grew attendance more than 40% at PROS Outperform conferences in the Americas and Europe, where guests heard from customers, partners and experts from Accenture, AXA Assistance, Cargill DSO, Emirates, McCain Foods, McKesson Medical-Surgical, St. Gobain, SWISS, and Toyota Material Handling Europe, among others.

• Continued to drive differentiation and value to customers through partnerships with CRM providers. Showcased PROS cloud solutions for Microsoft Dynamics CRM at Microsoft Envision, highlighting innovations that accelerate sales through prescriptive guidance delivered in the Microsoft Azure cloud and powered by Microsoft Cortana Intelligence Suite. For

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Salesforce.com customers, introduced innovations on prescriptive guidance for contract renewals and achieved Lightning Ready designation for PROS Smart CPQ solution.

• Named a winner of the prestigious CRM Watchlist Award for the third consecutive year in recognition of the impact PROS is making with customers.

• Opened office in Australia as PROS continues to expand business in the region.

The attached tables provide a summary of PROS results for the period, including a reconciliation of GAAP to non-GAAP revenue, gross profit, income (loss) from operations, and net income (loss), as well as earnings (loss) per share.

Financial Outlook

PROS anticipates the following for the second quarter and full year 2016, based on an estimated 30.3 million and 30.4 million basic weighted average shares outstanding, respectively, and a 36% non-GAAP estimated tax rate :

	Q2 2016 Guidance	v. Q2 2015 at Mid-Point	Full Year 2016 Guidance	v. Prior Year at Mid-Point
ARR	n/a	n/a	$117 to $119	20%
ACV Bookings	$5 to $7	(7%)	$25 to $27	21%
Total Revenue	$35 to $36	(17%)	$150 to $153	(12)%
Subscription Revenue	$8.5 to $8.7	25%	$34 to $36	20%
Non-GAAP Loss Per Share	$(0.34) to $(0.32)	n/a	n/a	n/a
Adjusted EBITDA	$(13) to $(12)	n/a	$(46) to $(44)	n/a
Free Cash Flow	n/a	n/a	$(37) to $(35)	n/a

Conference Call

In conjunction with this announcement, PROS Holdings, Inc. will host a conference call on Tuesday, May 3, 2016, at 4:45 p.m. (EDT) to discuss the company’s financial results and business outlook. To access this call, dial 888-430-8705 (toll-free) or 719-325-2458, and enter pass code 9421990. The live webcast of the conference call can be accessed under the “Investor Relations” section of the Company’s website at www.pros.com.

Following the call, an archived webcast will be available in the “Investor Relations” section of the Company’s website at www.pros.com. A telephone replay will be available until Tuesday, May 10, 2016, at 877-870-5176 (toll-free) or 858-384-5517 using the pass code 9421990. An archived webcast of this conference call will also be available in the “Investor Relations” section of the Company’s website at www.pros.com.

About PROS

PROS Holdings, Inc. (NYSE: PRO) is a revenue and profit realization company that helps customers realize their potential through the blend of simplicity and data science. PROS offers solutions to help accelerate sales, formulate winning pricing strategies and align product, demand and availability. PROS revenue and profit realization solutions are designed to allow customers to experience meaningful revenue growth, sustained profitability and modernized business processes. To learn more, visit www.pros.com.

Forward-looking Statements

This press release contains forward-looking statements, including statements about our future financial performance; positioning; management's confidence and optimism; customer successes; demand for enterprise revenue and profit realization software solutions; business expansion; business predictability; ARR; ACV bookings; revenue; adjusted EBITDA; free cash flow; shares outstanding and effective tax rate. The forward-looking statements contained in this press release are based upon our historical performance and our current plans, estimates and expectations and are not a representation that such plans, estimates or expectations will be

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achieved. Factors that could cause actual results to differ materially from those described herein include risks related to: (a) our ability to execute on our cloud-first strategy, (b) reduced revenue and cash flow resulting from our transition to a cloud-first strategy, (c) threats to the security of our or our customer’s data, (d) potential business or service disruptions from our third party data centers, cloud platform providers or other unrelated service providers, (e) market acceptance of our new products and product enhancements, (f) the risk that the markets for our software does not grow as anticipated, (g) the length of our sales cycles, (h) the risk that we will not be able to maintain historical maintenance, support and subscription renewal rates, (i) competition from vendors of sales, pricing, revenue management and configure-price-quote solutions as well as from companies internally developing their own solutions, (j) potential unauthorized or improper actions of our personnel, (k) the risk that acquisitions we have and may enter into in the future may be difficult to integrate, fail to achieve our objectives, disrupt our business, dilute stockholder value or divert management attention, (l) any downturn in sales to our target markets, (m) potential delays or other challenges related to the implementation of our solutions, (n) the difficulties of making accurate estimates necessary to complete a project and recognize revenue, (o) personnel risks associated with growing a business generally, (p) the impact that a slowdown in the world or any particular economy has on our business sales cycles, prospects’ and customers’ spending decisions, timing of implementation decisions, payment and renewal decision, (q) our debt repayment obligations, (r) the impact of currency fluctuations on our results of operations, and (s) civil and political unrest in geographic regions in which we operate. Additional information relating to the uncertainty affecting PROS’ business is contained in our 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 (loss) income from operations, annual recurring revenue, annual contract value bookings, total contract value bookings, adjusted EBITDA margin, amortization of convertible debt discount and debt issue costs, tax rate, 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 and cloud-first transition.

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, 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 revenue, non-GAAP (loss) income from operations, annual recurring revenue, total contract value bookings, annual contract value bookings, and non-GAAP tax rates (collectively the "non-GAAP financial measures") as follows:

Non-GAAP revenue: Business combination accounting principles under GAAP require us to recognize the fair value of software subscription, maintenance and professional services contracts assumed in our acquisitions of SignalDemand, Inc. and Cameleon Software SA. A portion of these software subscription and professional services are deferred and typically recognized over the term of the software subscription contract, so our GAAP revenues during the term of the contract after the acquisition do not reflect the full amount of revenues that would have been reported if the acquired deferred software subscription and professional services revenues were not written down to fair value. The revenue for maintenance is deferred and typically recognized over a one-year period, so our GAAP revenues for the one-year period after the acquisition do not reflect the full amount of revenues that would have been reported if the acquired deferred maintenance revenue was not written down to fair value. The non-GAAP revenue adjustments eliminate the effect of the deferred revenue write-down and include the costs associated with the revenue adjustment. We believe these adjustments to the revenue from these contracts and to the associated costs are useful to investors as an additional means to reflect revenue trends of our business.

Non-GAAP income from operations: Non-GAAP (loss) income from operations includes the non-GAAP revenue discussed above and also excludes the impact of stock-based compensation, amortization of acquisition-related intangibles, amortization of debt discount and issuance costs, recovery of bankruptcy claims, severance, as well as the tax consequences associated with stock-based compensation costs arising from our acquisitions. Non-GAAP (loss) income from operations excludes the following items from non-GAAP estimates:

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• 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, 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.

• Amortization of Debt Discount and Issuance Costs: Amortization of debt discount and issuance costs are related to our Senior Notes due 2019. 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.

• Impairment of Internal-Use Software: We review the software that has been capitalized for impairment when events or changes in circumstances indicate the software might be impaired. From time to time, we may determine that an impairment is required under GAAP. Since the impairment of internal-use software 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 any such impairments in order to better understand our business performance and allow investors to compare our operating 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.

Annual Recurring Revenue: Annual Recurring Revenue ("ARR") is used to assess the trajectory of our cloud business. ARR means, as of a specified date, the contracted recurring revenue which includes both subscription and maintenance contracts, and excludes perpetual license, term license and service agreements, that are current and contracted with a future start date. ARR should be viewed independently of revenue and any other GAAP measure.

Annual Contract Value Bookings: Annual Contract Value ("ACV") bookings are comprised of the estimated annual value of our Total Contract Value ("TCV") bookings. ACV bookings are comprised of annual maintenance and subscriptions, one seventh of the license TCV, and excludes services and subscription renewals. ACV should be viewed independently of revenue and any other GAAP measure. TCV bookings are comprised of the total value of new customer contracts closed during a specified period, excluding maintenance in excess of one year, and including license, maintenance, services, term license and subscription renewals, that we believe to be firm commitments to provide our software solutions and related services. Bookings by their nature are significantly based on estimates and judgments that we make regarding total contract values, and our bookings growth projections are not meant as a substitute measure for revenue in accordance with GAAP. We believe our bookings growth projection is useful to investors as an additional means to evaluate our business performance.

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 (loss) income before interest expense, provision for income taxes, depreciation and amortization, as adjusted to eliminate the effect of the deferred revenue write-down from our acquisitions of SignalDemand, Inc. and Cameleon Software SA, tax consequences associated with the stock-based compensation costs arising from our acquisitions, amortization of acquisition-related intangibles, depreciation and amortization, impairment of internal-use software and capitalized internal-use software development costs. Adjusted EBITDA should not be considered as an alternative to net (loss) income as an indicator of our operating performance.

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Free Cash Flow: Free cash flow is a non-GAAP financial measure which is defined as net cash provided by operating activities, less additions to property, plant and equipment and capitalized internal-use software development costs.

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.

Investor Contact:

PROS Investor Relations
Tim Girgenti

713-335-5879

ir@pros.com

Media Contact:

PROS Public Relations
Yvonne Donaldson

713-335-5310

ydonaldson@pros.com

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PROS Holdings, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

	March 31, 2016			December 31, 2015
Assets:
Current assets:
Cash and cash equivalents	$	118,700		$	161,770
Short-term investments	34,951			2,500
Accounts and unbilled receivables, net of allowance of $490 and $586, respectively	37,985			39,115
Prepaid and other current assets	6,203			7,540
Total current assets	197,839			210,925
Property and equipment, net	15,278			15,777
Intangibles, net	13,714			14,191
Goodwill	20,847			20,445
Other long-term assets	2,705			1,873
Total assets	$	250,383		$	263,211
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable and other liabilities	$	6,679		$	8,273
Accrued liabilities	5,360			4,333
Accrued payroll and other employee benefits	9,847			13,084
Deferred revenue	69,755			60,664
Total current liabilities	91,641			86,354
Long-term deferred revenue	3,621			4,665
Convertible debt, net	117,428			115,860
Other long-term liabilities	938			918
Total liabilities	213,628			207,797
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; 34,737,801 and 34,156,561 shares issued, respectively; 30,320,216 and 29,738,976 shares outstanding, respectively	35			34
Additional paid-in capital	159,730			158,674
Treasury stock, 4,417,585 common shares, at cost	(13,938		)	(13,938		)
Accumulated deficit	(105,511		)	(85,034		)
Accumulated other comprehensive loss	(3,561		)	(4,322		)
Total stockholders’ equity	36,755			55,414
Total liabilities and stockholders’ equity	$	250,383		$	263,211

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PROS Holdings, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2016			2015
Revenue:
License	$	3,302		$	11,192
Services	9,763			9,631
Subscription	8,201			7,300
Total license, services and subscription	21,266			28,123
Maintenance and support	16,662			15,556
Total revenue	37,928			43,679
Cost of revenue:
License	62			50
Services	8,931			8,939
Subscription	3,446			3,075
Total license, services and subscription	12,439			12,064
Maintenance and support	3,272			2,937
Total cost of revenue	15,711			15,001
Gross profit	22,217			28,678
Operating expenses:
Selling and marketing	18,018			18,193
General and administrative	9,041			10,598
Research and development	13,132			11,610
Loss from operations	(17,974		)	(11,723		)
Convertible debt interest and amortization	(2,287		)	(2,185		)
Other expense, net	(58		)	(212		)
Loss before income tax provision	(20,319		)	(14,120		)
Income tax provision	158			110
Net loss	$	(20,477	)	$	(14,230	)
Net loss per share:
Basic and diluted	$	(0.68	)	$	(0.48	)
Weighted average number of shares:
Basic and diluted	30,226			29,375

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PROS Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited) 

	Three Months Ended March 31,
	2016			2015
Operating activities:
Net loss	$	(20,477	)	$	(14,230	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	2,465			2,395
Amortization of debt discount and issuance costs	1,568			1,466
Share-based compensation	5,384			7,745
Deferred income tax, net	27			—
Provision for doubtful accounts	(96		)	(154		)
Changes in operating assets and liabilities:
Accounts and unbilled receivables	1,257			13,065
Prepaid expenses and other assets	458			754
Accounts payable and other liabilities	801			(1,918		)
Accrued liabilities	1,034			474
Accrued payroll and other employee benefits	(3,203		)	(9,304		)
Deferred revenue	8,018			(1,727		)
Net cash used in operating activities	(2,764		)	(1,434		)
Investing activities:
Purchases of property and equipment	(3,522		)	(1,110		)
Capitalized internal-use software development costs	—			(118		)
Purchases of short-term investments	(34,946		)	(12,487		)
Proceeds from maturities of short-term investments	2,500			—
Net cash used in investing activities	(35,968		)	(13,715		)
Financing activities:
Exercise of stock options	—			256
Proceeds from employee stock plans	470			382
Tax withholding related to net share settlement of stock awards	(4,797		)	(4,319		)
Payments of notes payable	(38		)	(107		)
Debt issuance costs related to convertible debt	—			(408		)
Net cash used in financing activities	(4,365		)	(4,196		)
Effect of foreign currency rates on cash	27			(14		)
Net change in cash and cash equivalents	(43,070		)	(19,359		)
Cash and cash equivalents:
Beginning of period	161,770			161,019
End of period	$	118,700		$	141,660

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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.

		Three Months Ended March 31,		Quarter over Quarter
		2016	2015	% change
GAAP revenue		$37,928	$43,679	(13)%
	Non-GAAP adjustment:
	Acquisition-related deferred revenue write-down	—	$1,164
Non-GAAP revenue		$37,928	$44,843	(15)%
GAAP gross profit		$22,217	$28,678	(23)%
	Non-GAAP adjustments:
	Acquisition-related deferred revenue write-down, net of cost of revenue	—	421
	Amortization of intangible assets	491	557
	Share-based compensation	599	1,013
Non-GAAP gross profit		$23,307	$30,669	(24)%
Non-GAAP gross margin		61.5%	68.4%
GAAP loss from operations		$(17,974)	$(11,723)	53%
	Non-GAAP adjustments:
	Acquisition-related deferred revenue write-down, net of cost of revenue	—	421
	Amortization of intangible assets	785	1,100
	Accretion expense for acquisition-related contingent consideration	—	11
	Recovery of bankruptcy claim	—	(626)
	Share-based compensation	5,384	7,745
	Total Non-GAAP adjustments	$6,169	$8,651
Non-GAAP loss from operations		$(11,805)	$(3,072)	284%
Non-GAAP loss from operations % of total revenue		(31.1)%	(6.9)%
GAAP net loss		$(20,477)	$(14,230)	44%
	Non-GAAP adjustments:
	Total Non-GAAP adjustments affecting loss from operations	6,169	8,651
	Amortization of debt discount and issuance costs	1,568	1,466
	Tax impact related to non-GAAP adjustments	4,688	1,534
Non-GAAP net loss		$(8,052)	$(2,579)	212%
Non-GAAP diluted loss per share		$(0.27)	$(0.09)
Shares used in computing non-GAAP loss per share		30,226	29,375

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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 March 31,
		2016		2015
Revenue Items
	Acquisition-related deferred revenue write-down - service revenue	—		1,045
	Acquisition-related deferred revenue write-down - subscription revenue	—		95
	Acquisition-related deferred revenue write-down - maintenance revenue	—		24
	Total revenue items	$	—	$	1,164
Cost of License Items
	Amortization of intangible assets	10		10
	Total cost of license items	$	10	$	10
Cost of Services Items
	Acquisition-related deferred cost write-down	—		(743		)
	Share-based compensation	471		867
	Total cost of services items	$	471	$	124
Cost of Subscription Items
	Amortization of intangible assets	322		384
	Share-based compensation	51		80
	Total cost of subscription items	$	373	$	464
Cost of Maintenance Items
	Amortization of intangible assets	159		163
	Share-based compensation	77		66
	Total cost of maintenance items	$	236	$	229
Sales and Marketing Items
	Amortization of intangible assets	288		458
	Share-based compensation	1,780		2,032
	Total sales and marketing items	$	2,068	$	2,490
General and Administrative Items
	Accretion expense for acquisition-related contingent consideration	—		11
	Amortization of intangible assets	6		85
	Recovery of bankruptcy claim	—		(626		)
	Share-based compensation	1,730		3,348
	Total general and administrative items	$	1,736	$	2,818
Research and Development Items
	Share-based compensation	1,275		1,352
	Total research and development items	$	1,275	$	1,352

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PROS Holdings, Inc.

Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands)

(Unaudited)

		Three Months Ended March 31,
		2016			2015
Adjusted EBITDA
	GAAP Loss from Operations	$	(17,974	)	$	(11,723	)
	Acquisition-related deferred revenue write-down, net of cost of revenue	—			421
	Amortization of intangible assets	785			1,100
	Accretion expense for acquisition-related contingent consideration	—			11
	Recovery of bankruptcy claim	—			(626		)
	Share-based compensation	5,384			7,745
	Depreciation	1,680			1,295
	Capitalized internal-use software development costs	—			(118		)
	Adjusted EBITDA	$	(10,125	)	$	(1,895	)
Free Cash Flow
	Net cash used in operating activities	$	(2,764	)	$	(1,434	)
	Purchase of property and equipment	(3,522		)	(1,110		)
	Capitalized internal-use software development costs	—			(118		)
	Free Cash Flow	$	(6,286	)	$	(2,662	)

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