8-K
Sabre Corp (SABR)
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): May 7, 2025
_____________________
SABRE CORPORATION
(Exact name of registrant as specified in its charter)
_____________________
| Delaware | 001-36422 | 20-8647322 |
|---|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 3150 Sabre Drive | 76092 | |
| --- | --- | --- |
| Southlake, | TX | |
| (Address of principal executive offices) | (Zip Code) |
(682) 605-1000
(Registrant’s telephone number, including area code)
____________________
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading SymbolName of each exchange on which registeredCommon Stock, $.01 par valueSABRThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter).
| Emerging growth company | ☐ |
|---|---|
| If 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. | ☐ |
| Item 2.02 | Results of Operations and Financial Condition. |
| --- | --- |
On May 7, 2025, Sabre Corporation (“Sabre”) issued a press release and will hold a conference call regarding its financial results for the quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 2.02 of Form 8-K and the attached exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Sabre makes reference to non-GAAP financial measures in the press release. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Press Release dated May7, 2025. |
| 104 | Cover Page Interactive Data File - formatted as Inline XBRL. |
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.
| Sabre Corporation | |||
|---|---|---|---|
| Dated: | May 7, 2025 | By: | /s/ Michael Randolfi |
| Name: | Michael Randolfi | ||
| Title: | Executive Vice President and Chief Financial Officer |
Document
Sabre reports solid first quarter 2025 results
Reaffirms FY 2025 double digit distribution bookings growth, high single digit revenue growth, and pro forma Free Cash Flow expectations
Agreement to sell Hospitality Solutions for $1.1 billion
Business Highlights:
•Financial performance in line with Q1 guidance; reaffirming FY'25 financial outlook for expected double digit YoY distribution bookings growth, high single digit YoY revenue growth, and pro forma Free Cash Flow(1) expectations
•Entered into an agreement on April 27, 2025 to sell Hospitality Solutions business for $1.1 billion; plan to use $960 million net cash proceeds primarily to repay debt
•Continued commercial momentum in air distribution; signed new agency agreements including with Gray Dawes, one of the industry's largest independent travel management companies
•Leading competitive set with 38 live NDC integrations with recent implementations of Air France and KLM, British Airways, Iberia, LATAM, and Saudia
•Signed new SabreMosaic agreements with Aeromexico, Alaska Airlines, Avelo, and GOL Linhas Aereas, for AI-powered Offer Management products
First Quarter 2025 Financial Results:
•First quarter revenue of $777 million, down 1% from Q1'24
•Operating income of $103 million and operating margin of 13%, up 1 percentage point from Q1'24
•Net income attributable to common stockholders of $35 million
•Adjusted EBITDA(1) of $150 million, up 5% from Q1'24
•Ended quarter with cash balance of $672 million
SOUTHLAKE, Texas – May 7, 2025 – Sabre Corporation ("Sabre" or the "Company") (NASDAQ: SABR) today announced financial results for the quarter ended March 31, 2025.
"The Sabre team continues to execute our strategy well, and we have started the year with solid business momentum. We have reaffirmed our full year 2025 expectations, including double digit year-on-year distribution bookings growth-despite a challenging macro environment," said Kurt Ekert, President and CEO.
Ekert continued, "Our agreement to sell Hospitality Solutions is our latest action to strengthen our balance sheet, optimize our core airline IT and travel marketplace platforms, and focus on long-term sustainable growth."
Agreement to Sell Sabre's Hospitality Solutions Business Unit
On April 27, 2025, Sabre entered into an agreement to sell its Hospitality Solutions business for $1.1 billion to TPG. Expected net cash proceeds of approximately $960 million will be used primarily to repay our outstanding indebtedness, enabling Sabre to strengthen its balance sheet, optimize focus on its core business, and continue its focus on long-term sustainable growth.
This announcement is the latest in a series of strategic financial moves by the Company, including the fourth quarter 2024 debt refinancings and the recent repayment of April 2025 debt maturities. These actions reinforce Sabre’s disciplined capital allocation framework and commitment to improving its capital structure, while enhancing the Company’s ability to continue opportunistically refinancing remaining debt maturities. These actions are consistent with the Company’s focus on driving long-term shareholder value by optimizing its product portfolio and accelerating its path to a long-term leverage target of 2.5x to 3.5x. The Company expects its 2025 net leverage ratio to be approximately 5.4x net debt/Adjusted EBITDA on a pro forma basis after the completion of the transaction and pay-down of a portion of its debt.(2)
•Sabre has agreed to sell its Hospitality Solutions business, which provides software and solutions to hotels and generated $327 million in revenue in 2024.
•The purchase price consists of a cash payment of approximately $1.1 billion with net proceeds expected to be approximately $960 million.
•The transaction is expected to close by the end of the third quarter of 2025, subject to customary closing conditions, including regulatory approvals.
•Sabre expects to enter into a transition services agreement with TPG pursuant to which Sabre will provide certain services following closing to assist in the transition of the Hospitality Solutions business.
Q1 2025 Financial Summary
Consolidated first quarter revenue totaled $777 million, compared to $783 million in the first quarter of 2024. The decline in revenue was primarily due to lower Travel Solutions revenue driven by the impact of previously de-migrated carriers in IT Solutions and a decrease in air bookings, partially offset by favorable supplier mix, and growth in Hospitality Solutions CRS transactions and hotel distribution bookings.
Operating income totaled $103 million versus operating income of $98 million in the first quarter of 2024. The improvement in operating results was driven by a decrease in technology expenses due to cost savings related to our cloud migrations and the cost reduction plan we implemented in prior quarters, partially offset by increased Travel Solutions incentive expenses, and the items impacting revenue described above.
Income tax benefit of $57 million was recognized for the quarter compared to expense of $3 million in the first quarter 2024 due to a tax rate of 295% expected for the current year, substantially due to limitations on our ability to deduct interest expense, which, when applied to the Company's pre-tax losses for the quarter, drove a tax benefit. We expect this tax benefit to become tax expense through the remainder of 2025 as we expect earnings to increase to taxable income for the year.
Net income attributable to common stockholders totaled $35 million, versus net loss attributable to common stockholders of $71 million in the first quarter of 2024. The increase in net income attributable to common stockholders in the first quarter of 2025, versus a net loss in the prior year period, was primarily driven by the change in income tax described above, a loss on the extinguishment of debt in the prior year period of $38 million as a result of refinancing activity that occurred in the first quarter of 2024, the items impacting operating income described above, and an $8 million improvement primarily due to a gain on the sale of assets in the current year, partially offset by higher interest expense.
Adjusted EBITDA was $150 million, versus Adjusted EBITDA of $142 million in the first quarter of 2024. The improvement in Adjusted EBITDA was driven by lower technology expenses due to cost savings related to our cloud migrations, partially offset by increased Travel Solutions incentive expenses and the decline in revenue described above.
With regards to Sabre's first quarter 2025 cash flows (versus prior year):
•Cash used in operating activities totaled $81 million (vs. $68 million)
•Cash used in investing activities totaled $8 million (vs. $28 million)
•Cash provided by financing activities totaled $13 million (vs. $78 million)
•Capitalized expenditures totaled $18 million (vs. $28 million)
Free Cash Flow(1) was negative $98 million, versus Free Cash Flow of negative $96 million in the first quarter of 2024.
| Financial Highlights <br>(in thousands, except for EPS; unaudited): | Three Months Ended March 31, | |||
|---|---|---|---|---|
| 2025 | ||||
| Total Company: | ||||
| Revenue | 776,617 | 782,886 | (1) | |
| Operating Income | 103,398 | 98,085 | 5 | |
| Operating Margin | 13.3% | 12.5% | ||
| Net income (loss) attributable to common stockholders | 35,335 | (71,483) | 149 | |
| Diluted net income (loss) per share attributable to common stockholders (EPS) | 0.09 | (0.19) | 147 | |
| Net Income (Loss) Margin | 4.5% | (9.1)% | ||
| Adjusted EBITDA(1) | 149,581 | 142,306 | 5 | |
| Adjusted EBITDA Margin(1) | 19.3% | 18.2% | ||
| Adjusted Net Loss(1) | (682) | (5,739) | 88 | |
| Adjusted EPS(1) | — | (0.02) | 100 | |
| Cash used in operating activities | (80,603) | (68,090) | (18) | |
| Cash used in investing activities | (8,250) | (27,676) | 70 | |
| Cash provided by financing activities | 13,208 | 77,908 | (83) | |
| Capitalized expenditures | (17,891) | (27,676) | 35 | |
| Free Cash Flow(1) | (98,494) | (95,766) | (3) | |
| Net Debt (total debt, less cash and cash equivalents) | 4,613,756 | 4,492,222 | ||
| Travel Solutions: | ||||
| Revenue | 702,126 | 713,633 | (2) | |
| Operating Income | 167,401 | 168,822 | (1) | |
| Adjusted EBITDA(1) | 184,429 | 188,309 | (2) | |
| Distribution Revenue | 569,115 | 572,258 | (1) | |
| Total Bookings | 96,356 | 98,459 | (2) | |
| Air Bookings | 82,438 | 85,170 | (3) | |
| Lodging, Ground and Sea Bookings | 13,918 | 13,289 | 5 | |
| IT Solutions Revenue | 133,011 | 141,375 | (6) | |
| Passengers Boarded | 165,826 | 167,926 | (1) | |
| Hospitality Solutions: | ||||
| Revenue | 85,209 | 78,819 | 8 | |
| Operating Income | 7,032 | 2,472 | 184 | |
| Adjusted EBITDA(1) | 11,456 | 8,271 | 39 | |
| Central Reservation System Transactions | 30,769 | 29,051 | 6 | |
| (1)Indicates non-GAAP financial measure; see descriptions and reconciliations below. |
All values are in US Dollars.
Travel Solutions
First quarter 2025 results (versus first quarter 2024):
•Travel Solutions revenue decreased 2% to $702 million driven primarily by the impact of previously de-migrated carriers in IT Solutions and a decrease in air distribution bookings, partially offset by favorable rate impacts from travel supplier mix and an increase in hotel bookings.
•Distribution revenue decreased by $3 million, or 1%, to $569 million driven by a decrease in air distribution bookings, partially offset by an increase in average booking fee due to a favorable shift in bookings mix and an increase in hotel distribution bookings.
◦Total bookings, net of cancellations, were 96 million, a decrease of 2% from first quarter 2024 levels.
◦Average booking fee totaled $5.91, a 2% improvement versus $5.81 in the first quarter of 2024.
•IT Solutions revenue decreased by $8 million, or 6%, to $133 million driven by the impact of previously disclosed de-migrations.
•Segment Adjusted EBITDA totaled $184 million, versus $188 million in the first quarter of 2024. The decline in Adjusted EBITDA was driven by a decrease in revenue and an increase in incentive expenses, partially offset by lower technology expenses.
Hospitality Solutions
First quarter 2025 results (versus first quarter 2024):
•Hospitality Solutions revenue increased by $6 million, or 8%, to $85 million. The higher revenue was due to an increase in CRS transactions driven by growth and favorable mix within our existing customer base as well as new customer deployments.
◦CRS transactions increased 6% to 31 million.
•Segment Adjusted EBITDA totaled $11 million, versus $8 million in the first quarter of 2024, primarily driven by the increase in revenue.
Business and Financial Pro Forma Outlook
The Company is providing certain financial information, including second quarter and full year 2025 financial outlook, on a pro forma basis to give effect to the sale of the Hospitality Solutions business and the application of the proceeds from the sale to pay down outstanding indebtedness as if such transaction and actions had occurred on January 1, 2025, in order to enhance investors' ability to evaluate and compare our operations on a go-forward basis. Pro
forma adjustments include the impact of classifying Hospitality Solutions as a discontinued operation in accordance with GAAP and an adjustment to remove costs previously allocated to Hospitality Solutions, but do not meet the GAAP definition for discontinued operations reporting.
With respect to the second quarter and full-year 2025 financial outlook below:
•Second quarter pro forma Adjusted EBITDA guidance consists of expected net income attributable to common stockholders of approximately $25 million; less impact of acquisition-related amortization of approximately $8 million; expected stock-based compensation expense of approximately $12 million; expected depreciation and amortization of property and equipment and amortization of capitalized implementation costs of approximately $17 million; expected pro forma interest expense, inclusive of issuance costs and debt discounts, net of approximately $116 million; expected income tax benefit of approximately $40 million; and expected pro forma adjustments of approximately $3 million associated with costs previously allocated to Hospitality Solutions.
•Full-year pro forma Adjusted EBITDA guidance consists of expected net loss attributable to common stockholders of approximately $40 million; less impact of acquisition-related amortization of approximately $31 million; expected stock-based compensation expense of approximately $49 million; expected depreciation and amortization of property and equipment and amortization of capitalized implementation costs of approximately $69 million; expected pro forma interest expense, inclusive of issuance costs and debt discounts, net of approximately $456 million; expected pro forma loss on extinguishment of debt, foreign exchange, restructuring and other expenses of approximately $5 million; expected provision for income taxes of approximately $39 million; and expected pro forma adjustments of approximately $22 million associated with costs previously allocated to Hospitality Solutions.
•Full-year pro forma Free Cash Flow(1) guidance consists of the expected cash from operating activities of at least $280 million less expected additions to property, plant, and equipment of approximately $80 million.
Second Quarter and Full Year 2025 Pro Forma Financial Outlook
The Company is providing the following second quarter and full year 2025 outlook on a pro forma basis to give effect to the sale of the Hospitality Solutions business and the application of the proceeds from the sale to pay down outstanding indebtedness as if such transaction and
actions had occurred on January 1, 2025, in order to enhance investors' ability to evaluate and compare the Company's operations on a go-forward basis. Pro forma revenue growth rate excludes Hospitality Solutions revenue and includes previously eliminated revenue in the current and prior comparison period.
| Q2 2025 | FY 2025 | |
|---|---|---|
| Air Distribution Bookings Growth Rate | Low single digit | Double digit |
| Pro Forma<br>Revenue Growth Rate | Low single digit | High single digit |
| Pro Forma<br>Adjusted EBITDA | ~$140M | >$630M |
| Pro Forma<br>Free Cash Flow | Positive | >$200M |
Conference Call
Sabre will conduct its first quarter 2025 investor conference call today at 9:00 a.m. ET. The live webcast and accompanying slide presentation can be accessed via the Investor Relations section of our website, investors.sabre.com. A replay of the event will be available on the website for at least 90 days following the event.
About Sabre
Sabre Corporation is a leading technology company that takes on the biggest opportunities and solves the most complex challenges in travel. Sabre harnesses speed, scale and insights to build tomorrow’s technology today – empowering airlines, hoteliers, agencies and other partners to retail, distribute and fulfill travel worldwide. Headquartered in Southlake, Texas, USA, with employees across the world, Sabre serves customers in more than 160 countries globally. For more information visit www.sabre.com.
Website Information
Sabre routinely posts important information for investors on the Investor Relations section of its website, investors.sabre.com, on its LinkedIn account, and on its X account, @Sabre_Corp. The Company intends to use the Investor Relations section of its website, its LinkedIn account, and its X account as a means of disclosing material, non-public information and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of Sabre's website, its LinkedIn account and its X account, in addition to following its press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, Sabre's website, its LinkedIn account or its X account is not incorporated by reference into, and is not a part of, this document.
Supplemental Financial Information
In conjunction with today’s earnings report, a file of supplemental financial information will be available on the Investor Relations section of our website, investors.sabre.com.
Industry Data
This release contains industry data, forecasts and other information that Sabre obtained from industry publications and surveys, public filings and internal company sources, and there can be no assurance as to the accuracy or completeness of the included information. Statements as to Sabre's ranking, market position, bookings share and market estimates are based on independent industry publications, government publications, third-party forecasts and management’s estimates and assumptions about our markets and our internal research. The company has not independently verified this third-party information nor has it ascertained the underlying economic assumptions relied upon in those sources, and cannot assure you of the accuracy or completeness of this information.
Note on Non-GAAP Financial Measures
This press release includes unaudited non-GAAP financial measures, including Adjusted Net Loss from continuing operations ("Adjusted Net Loss"), Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Loss from continuing operations per share ("Adjusted EPS"), Free Cash Flow and the ratios based on these financial measures. In addition, we provide certain forward guidance with respect to Adjusted EBITDA and Free Cash Flow, including on a pro forma basis. We do not provide reconciliations of these forward-looking non-GAAP financial measures to the
respective GAAP metrics as we are unable to predict the components of the non-GAAP adjustments contained in the guidance with reasonable certainty and without unreasonable effort; however, see "Business and Financial Outlook" for additional information including estimates of certain components of the non-GAAP adjustments contained in the guidance.
We present non-GAAP measures when our management believes that the additional information provides useful information about our operating performance. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non-GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP. See “Non-GAAP Financial Measures” below for an explanation of the non-GAAP measures and “Tabular Reconciliations for Non-GAAP Measures” below for a reconciliation of the non-GAAP financial measures to the comparable GAAP measures.
Forward-Looking Statements
Certain statements herein are forward-looking statements about trends, future events, uncertainties and our plans and expectations of what may happen in the future. Any statements that are not historical or current facts are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as "expectations," "outlook," "plan," "momentum," "focus," "expect," "pro forma," "commitment," "enhance," "guidance," "strategy," "on track," "objective," "target," "anticipate," "believe," "assumption," "position," "pipeline," "confident," "sustainable," "growth," "progress," "continue," "trajectory," "opportunity," "potential," "benefit," "goal," "confident," "optimistic," "will," "forecast," "estimate," "project," "may," "should," "would," "intend," or the negative of these terms, where applicable, or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Sabre’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. The potential risks and uncertainties include, among others, dependency on transaction volumes in the global travel industry, particularly air travel transaction volumes, the timing and effects of the sale of our Hospitality Solutions business, including whether such sale will occur; the implementation and effects of our growth strategies and technology transformation, the completion and effects of travel platforms, exposure to pricing pressure in the Travel Solutions business, changes affecting travel supplier customers, maintenance of the integrity of our systems and infrastructure and the effect of any security incidents, our ability to recruit, train and retain employees, competition in the travel distribution industry and solutions industry, failure to adapt to technological advancements, implementation
of software solutions, implementation and effects of new, amended or renewed agreements and strategic partnerships, dependence on establishing, maintaining and renewing contracts with customers and other counterparties and collecting amounts due to us under these agreements, dependence on relationships with travel buyers, the ability to achieve our cost savings and efficiency goals and the effects of these goals, our collection, processing, storage, use and transmission of personal data and risks associated with PCI compliance, the effects of cost savings initiatives, the effects of new legislation or regulations or the failure to comply with regulations or other legal requirements, use of third-party distributor partners, the financial and business results and effects of acquisitions and divestitures of businesses or business operations, reliance on the value of our brands, reliance on third parties to provide information technology services and the effects of these services, the effects of any litigation, regulatory reviews and investigations, adverse global and regional economic and political conditions, risks related to global conflicts, risks arising from global operations, risks related to our significant amount of indebtedness, including increases in interest rates and our ability to refinance our debt, and tax-related matters.
More information about potential risks and uncertainties that could affect our business and results of operations is included in the "Risk Factors" and “Forward-Looking Statements” sections in our Quarterly Report on Form 10-Q filed with the SEC on May 7, 2025, in our Annual Report on Form 10-K filed with the SEC on February 20, 2025 and in our other filings with the SEC. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, outlook, guidance, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, Sabre undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.
___________________
(1) Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA Margin, pro forma Adjusted EBITDA and Free Cash Flow are non-GAAP measures. See the appendix to this release for a discussion of non-GAAP financial measures, including reconciliations to the most closely correlated GAAP measure. Pro forma Free Cash Flow is calculated to give effect to the sale of the Hospitality Solutions business and the application of the proceeds from the sale against outstanding indebtedness based on management's expectations, as if such transaction and actions had occurred on January 1, 2025.
(2) Pro forma net leverage is calculated as gross debt minus cash, including expected net proceeds from the sale of Hospitality Solutions, divided by expected pro forma Adjusted EBITDA, as described under Business and Financial Pro Forma Outlook above.
Contacts:
| Media | Investors |
|---|---|
| Cassidy Smith-Broyles | Jim Mathias |
| cassidy.smith-broyles@sabre.com | jim.mathias@sabre.com |
| sabrenews@sabre.com | sabre.investorrelations@sabre.com |
SABRE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Revenue | $ | 776,617 | $ | 782,886 |
| Cost of revenue, excluding technology costs | 333,710 | 321,094 | ||
| Technology costs | 196,227 | 222,291 | ||
| Selling, general and administrative | 143,282 | 141,416 | ||
| Operating income | 103,398 | 98,085 | ||
| Other expense: | ||||
| Interest expense, net | (129,353) | (124,747) | ||
| Loss on extinguishment of debt | — | (37,994) | ||
| Equity method income | 665 | 960 | ||
| Other, net | 3,776 | (4,477) | ||
| Total other expense, net | (124,912) | (166,258) | ||
| Loss from continuing operations before income taxes | (21,514) | (68,173) | ||
| (Benefit) provision for income taxes | (57,062) | 2,932 | ||
| Income (loss) from continuing operations | 35,548 | (71,105) | ||
| Loss from discontinued operations, net of tax | — | — | ||
| Net income (loss) | 35,548 | (71,105) | ||
| Net income attributable to noncontrolling interests | 213 | 378 | ||
| Net income (loss) attributable to common stockholders | $ | 35,335 | $ | (71,483) |
| Basic net income (loss) per share attributable to common stockholders: | ||||
| Net income (loss) per common share | $ | 0.09 | $ | (0.19) |
| Diluted net income (loss) per share attributable to common stockholders: | ||||
| Net income (loss) per common share | $ | 0.09 | $ | (0.19) |
| Weighted-average common shares outstanding: | ||||
| Basic | 386,271 | 379,774 | ||
| Diluted | 455,260 | 379,774 |
SABRE CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 651,144 | $ | 724,479 |
| Restricted cash | 21,024 | 21,039 | ||
| Accounts receivable, net of allowance for credit losses of $26,474 and $25,791 | 397,078 | 339,978 | ||
| Prepaid expenses and other current assets | 154,765 | 77,722 | ||
| Total current assets | 1,224,011 | 1,163,218 | ||
| Property and equipment, net of accumulated depreciation of $1,905,703 and $1,895,791 | 251,089 | 248,399 | ||
| Equity method investments | 22,545 | 22,470 | ||
| Goodwill | 2,550,407 | 2,552,938 | ||
| Acquired customer relationships, net of accumulated amortization of $817,653 and $812,311 | 186,905 | 192,064 | ||
| Other intangible assets, net of accumulated amortization of $596,929 and $593,222 | 142,518 | 145,819 | ||
| Deferred income taxes | 6,139 | 8,113 | ||
| Other assets, net | 294,711 | 301,908 | ||
| Total assets | $ | 4,678,325 | $ | 4,634,929 |
| Liabilities and stockholders’ deficit | ||||
| Current liabilities | ||||
| Accounts payable | $ | 258,831 | $ | 263,679 |
| Accrued compensation and related benefits | 62,225 | 114,937 | ||
| Accrued subscriber incentives | 277,902 | 265,065 | ||
| Deferred revenues | 72,369 | 72,111 | ||
| Other accrued liabilities | 212,922 | 195,769 | ||
| Current portion of debt | 232,907 | 230,214 | ||
| Total current liabilities | 1,117,156 | 1,141,775 | ||
| Deferred income taxes | 22,069 | 37,242 | ||
| Other noncurrent liabilities | 200,954 | 212,907 | ||
| Long-term debt | 4,884,699 | 4,834,776 | ||
| Redeemable noncontrolling interests | 12,465 | 12,928 | ||
| Stockholders’ deficit | ||||
| Common Stock: $0.01 par value; 1,000,000 authorized shares; 417,219 and 414,754 shares issued, 387,662 and 385,932 shares outstanding at March 31, 2025 and December 31, 2024, respectively | 4,172 | 4,147 | ||
| Additional paid-in capital | 3,318,127 | 3,304,466 | ||
| Treasury Stock, at cost, 29,557 and 28,822 shares at March 31, 2025 and December 31, 2024, respectively | (529,233) | (526,789) | ||
| Accumulated deficit | (4,291,817) | (4,327,152) | ||
| Accumulated other comprehensive loss | (75,318) | (73,747) | ||
| Noncontrolling interest | 15,051 | 14,376 | ||
| Total stockholders’ deficit | (1,559,018) | (1,604,699) | ||
| Total liabilities and stockholders’ deficit | $ | 4,678,325 | $ | 4,634,929 |
SABRE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Operating Activities | ||||
| Net income (loss) | $ | 35,548 | $ | (71,105) |
| Adjustments to reconcile net loss to cash used in operating activities: | ||||
| Depreciation and amortization | 29,786 | 34,159 | ||
| Paid-in-kind interest | 28,327 | 30,737 | ||
| Deferred income taxes | (14,380) | (6,247) | ||
| Stock-based compensation expense | 13,662 | 13,905 | ||
| Amortization of upfront incentive consideration | 8,979 | 8,442 | ||
| Amortization of debt discount and issuance costs | 8,579 | 6,241 | ||
| Gain on sale of assets | (5,191) | — | ||
| Provision for expected credit losses | 2,185 | 5,334 | ||
| Other | (593) | 725 | ||
| Loss on investment fair value adjustment | — | 3,520 | ||
| Loss on extinguishment of debt | — | 37,994 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts and other receivables | (118,776) | (74,665) | ||
| Prepaid expenses and other current assets | (17,122) | (21,852) | ||
| Capitalized implementation costs | (3,573) | (4,398) | ||
| Upfront incentive consideration | (5,859) | (469) | ||
| Other assets | (246) | (7,660) | ||
| Accrued compensation and related benefits | (62,233) | (54,291) | ||
| Accounts payable and other accrued liabilities | 21,738 | 34,922 | ||
| Deferred revenue including upfront solution fees | (1,434) | (3,382) | ||
| Cash used in operating activities | (80,603) | (68,090) | ||
| Investing Activities | ||||
| Additions to property and equipment | (17,891) | (27,676) | ||
| Proceeds from sale of assets | 9,641 | — | ||
| Cash used in investing activities | (8,250) | (27,676) | ||
| Financing Activities | ||||
| Proceeds from borrowings under Securitization Facility | 41,100 | 140,000 | ||
| Payments on borrowings under Securitization Facility | (22,500) | (17,800) | ||
| Payments on borrowings from lenders | (2,948) | (193,571) | ||
| Net payment on the settlement of equity-based awards | (2,444) | (2,078) | ||
| Proceeds on borrowings from lenders | — | 200,090 | ||
| Debt prepayment fees and issuance costs | — | (48,733) | ||
| Cash provided by financing activities | 13,208 | 77,908 | ||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 2,295 | (1,212) | ||
| Decrease in cash, cash equivalents and restricted cash | (73,350) | (19,070) | ||
| Cash, cash equivalents and restricted cash at beginning of period | 745,518 | 669,244 | ||
| Cash, cash equivalents and restricted cash at end of period | $ | 672,168 | $ | 650,174 |
Definitions of Non-GAAP Financial Measures
We have included both financial measures compiled in accordance with GAAP and certain non-GAAP financial measures, including Adjusted Net Loss from continuing operations ("Adjusted Net Loss"), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EPS, Free Cash Flow and ratios based on these financial measures.
We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for net income (loss) attributable to noncontrolling interests, acquisition-related amortization, restructuring and other costs, loss on extinguishment of debt, other, net, acquisition-related costs, indirect tax matters, stock-based compensation, and the tax impact of adjustments.
We define Adjusted EBITDA as loss from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, acquisition-related costs, indirect tax matters, stock-based compensation and the provision for income taxes.
We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue.
We define Adjusted EPS as Adjusted Net Loss divided by diluted weighted-average common shares outstanding.
We define Free Cash Flow as cash used in operating activities less cash used in additions to property and equipment.
We define Adjusted Net Loss from continuing operations per share as Adjusted Net Loss divided by diluted weighted-average common shares outstanding.
These non-GAAP financial measures are key metrics used by management and our board of directors to monitor our ongoing core operations because historical results have been significantly impacted by events that are unrelated to our core operations as a result of changes to our business and the regulatory environment. We believe that these non-GAAP financial measures are used by investors, analysts and other interested parties as measures of financial performance and to evaluate our ability to service debt obligations, fund capital expenditures, fund our investments in technology transformation, and meet working capital requirements. We also believe that Adjusted Net Loss, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EPS assist investors in company-to-company and period-to-period comparisons by excluding
differences caused by variations in capital structures (affecting interest expense), tax positions and the impact of depreciation and amortization expense. In addition, amounts derived from Adjusted EBITDA are a primary component of certain covenants under our senior secured credit facilities.
Adjusted Net Loss, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EPS, Free Cash Flow and ratios based on these financial measures are not recognized terms under GAAP. These non-GAAP financial measures and ratios based on them are unaudited and have important limitations as analytical tools, and should not be viewed in isolation and do not purport to be alternatives to net income as indicators of operating performance or cash flows from operating activities as measures of liquidity. These non-GAAP financial measures and ratios based on them exclude some, but not all, items that affect net income or cash flows from operating activities and these measures may vary among companies. Our use of these measures has limitations as an analytical tool, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are:
•these non-GAAP financial measures exclude certain recurring, non-cash charges such as stock-based compensation expense and amortization of acquired intangible assets;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements;
•Adjusted EBITDA does not reflect amortization of capitalized implementation costs associated with our revenue contracts, which may require future working capital or cash needs in the future;
•Adjusted Net Loss and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;
•Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness;
•Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;
•Free Cash Flow removes the impact of accrual-basis accounting on asset accounts and non-debt liability accounts, and does not reflect the cash requirements necessary to service the principal payments on our indebtedness; and
•other companies, including companies in our industry, may calculate Adjusted Net Loss, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EPS or Free Cash Flow differently, which reduces their usefulness as comparative measures.
Non-GAAP Pro Forma Outlook
The non-GAAP pro forma financial outlook in this press release, including pro forma Adjusted EBITDA and pro forma Free Cash Flow, is not necessarily indicative of the operating results of the Company if the Company were to complete the sale of the Hospitality Solutions business and utilize the net proceeds from the sale to pay down outstanding indebtedness, or of the operating results of the Company in the future. The non-GAAP pro forma financial outlook included in this press release is not pro forma information prepared in accordance with Article 11 of Regulation S-X of the SEC, and the preparation of information in accordance with Article 11 would result in a different presentation. The Company will publish historical pro forma financial information in accordance with Article 11 of Regulation S-X of the SEC to give effect to the divestiture of the Hospitality Solutions business in conjunction with the closing of the transaction.
Tabular Reconciliations for Non-GAAP Measures
(In thousands, except per share amounts; unaudited)
Reconciliation of net income (loss) attributable to common stockholders to Adjusted Net Loss from continuing operations and income (loss) from continuing operations to Adjusted EBITDA:
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net income (loss) attributable to common stockholders | $ | 35,335 | $ | (71,483) | ||
| Net income attributable to noncontrolling interests(1) | 213 | 378 | ||||
| Income (loss) from continuing operations | 35,548 | (71,105) | ||||
| Adjustments: | ||||||
| Acquisition-related amortization(2a) | 8,791 | 9,622 | ||||
| Restructuring and other costs(4) | — | (5,053) | ||||
| Loss on extinguishment of debt | — | 37,994 | ||||
| Other, net(3) | (3,776) | 4,477 | ||||
| Acquisition-related costs(5) | 1,796 | 250 | ||||
| Indirect tax matters(6) | 274 | — | ||||
| Stock-based compensation | 13,662 | 13,905 | ||||
| Tax impact of adjustments(7) | (56,977) | 4,171 | ||||
| Adjusted Net Loss from continuing operations | $ | (682) | $ | (5,739) | ||
| Adjusted Net Loss from continuing operations per share | $ | — | $ | (0.02) | ||
| Adjusted diluted weighted-average common shares outstanding(8) | 386,271 | 379,774 | ||||
| Income (loss) from continuing operations | $ | 35,548 | $ | (71,105) | ||
| Adjustments: | ||||||
| Depreciation and amortization of property and equipment(2b) | 16,680 | 19,713 | ||||
| Amortization of capitalized implementation costs(2c) | 4,315 | 4,824 | ||||
| Acquisition-related amortization(2a) | 8,791 | 9,622 | ||||
| Restructuring and other costs(4) | — | (5,053) | ||||
| Interest expense, net | 129,353 | 124,747 | ||||
| Other, net(3) | (3,776) | 4,477 | ||||
| Loss on extinguishment of debt | — | 37,994 | ||||
| Acquisition-related costs(5) | 1,796 | 250 | ||||
| Indirect tax matters(6) | 274 | — | ||||
| Stock-based compensation | 13,662 | 13,905 | ||||
| (Benefit) provision for income taxes | (57,062) | 2,932 | ||||
| Adjusted EBITDA | $ | 149,581 | $ | 142,306 | ||
| Net income (loss) margin | 4.5 | % | (9.1) | % | ||
| Adjusted EBITDA margin | 19.3 | % | 18.2 | % |
Reconciliation of Free Cash Flow:
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash used in operating activities | $ | (80,603) | $ | (68,090) |
| Cash used in investing activities | (8,250) | (27,676) | ||
| Cash provided by financing activities | 13,208 | 77,908 | ||
| Three Months Ended March 31, | ||||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | |||
| Cash used in operating activities | $ | (80,603) | $ | (68,090) |
| Additions to property and equipment | (17,891) | (27,676) | ||
| Free Cash Flow | $ | (98,494) | $ | (95,766) |
Reconciliation of Adjusted EBITDA to Income (loss) from continuing operations in our statement of operations by business segment:
| Three Months Ended March 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Travel Solutions | Hospitality Solutions | Corporate | Total | |||||
| Adjusted EBITDA | $ | 184,429 | $ | 11,456 | $ | (46,304) | $ | 149,581 |
| Less: | ||||||||
| Depreciation and amortization of property and equipment(2b) | 13,400 | 3,072 | 208 | 16,680 | ||||
| Amortization of capitalized implementation costs(2c) | 2,963 | 1,352 | — | 4,315 | ||||
| Acquisition-related amortization(2a) | — | — | 8,791 | 8,791 | ||||
| Acquisition-related costs(5) | — | — | 1,796 | 1,796 | ||||
| Indirect tax matters(6) | — | — | 274 | 274 | ||||
| Stock-based compensation | — | — | 13,662 | 13,662 | ||||
| Equity method income | 665 | — | — | 665 | ||||
| Operating income (loss) | $ | 167,401 | $ | 7,032 | $ | (71,035) | $ | 103,398 |
| Interest expense, net | (129,353) | |||||||
| Other, net(3) | 3,776 | |||||||
| Equity method income | 665 | |||||||
| Benefit for income taxes | 57,062 | |||||||
| Income from continuing operations | $ | 35,548 | ||||||
| Three Months Ended March 31, 2024 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Travel Solutions | Hospitality Solutions | Corporate | Total | |||||
| Adjusted EBITDA | $ | 188,309 | $ | 8,271 | $ | (54,274) | $ | 142,306 |
| Less: | ||||||||
| Depreciation and amortization of property and equipment(2b) | 15,171 | 4,331 | 211 | 19,713 | ||||
| Amortization of capitalized implementation costs(2c) | 3,356 | 1,468 | — | 4,824 | ||||
| Acquisition-related amortization(2a) | — | — | 9,622 | 9,622 | ||||
| Restructuring and other costs(4) | — | — | (5,053) | (5,053) | ||||
| Acquisition-related costs(5) | — | — | 250 | 250 | ||||
| Stock-based compensation | — | — | 13,905 | 13,905 | ||||
| Equity method income | 960 | — | — | 960 | ||||
| Operating income (loss) | $ | 168,822 | $ | 2,472 | $ | (73,209) | $ | 98,085 |
| Interest expense, net | (124,747) | |||||||
| Other, net(3) | (4,477) | |||||||
| Loss on extinguishment of debt | (37,994) | |||||||
| Equity method income | 960 | |||||||
| Provision for income taxes | (2,932) | |||||||
| Loss from continuing operations | $ | (71,105) |
Non-GAAP Footnotes
(1)Net income (loss) attributable to noncontrolling interests represents an adjustment to include earnings allocated to noncontrolling interests held in (i) Sabre Travel Network Middle East of 40%, (ii) Sabre Seyahat Dagitim Sistemleri A.S. of 40%, (iii) Sabre Travel Network Lanka (Pte) Ltd of 40%, (iv) Sabre Bulgaria of 40%, and (v) FERMR Holdings Limited (the direct parent of Conferma Limited) of 19%.
(2)Depreciation and amortization expenses:
(a) Acquisition-related amortization represents amortization of intangible assets from the take-private transaction in 2007 as well as intangibles associated with acquisitions since that date.
(b) Depreciation and amortization of property and equipment includes software developed for internal use as well as amortization of contract acquisition costs.
(c) Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model.
(3)Other, net includes a gain on the sale of assets of $5 million recognized in the current year period and a fair value loss from our investments in securities of $3 million recognized in the prior year period. In addition, all periods presented include foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency.
(4)Restructuring and other costs primarily represents adjustments to charges associated with the cost reduction plan we began implementing in the second quarter of 2023.
(5)Acquisition-related costs represent fees and expenses incurred associated with acquisition and disposition-related activities.
(6)Indirect tax matters represents charges associated with certain digital services taxes ("DST") related to historical periods, which may ultimately be settled in cash, and certain foreign non-income tax litigation matters.
(7)The tax impact of adjustments includes the tax effect of each separate adjustment based on the statutory tax rate for the jurisdiction(s) in which the adjustment was taxable or deductible, and the tax effect of items that relate to tax specific financial transactions, tax law changes, uncertain tax positions, valuation allowances and other items.
(8)The adjusted diluted weighted-average common shares outstanding calculation excludes 12 million of dilutive stock options and restricted stock awards for the three months ended March 31, 2025, as their effect would be anti-dilutive given the adjusted net loss from continuing operations incurred in the period.
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