SEC Filing | Sabre Corporation

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sabr-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Sabre Corporation

(Exact name of registrant as specified in its charter)


Delaware	001-36422	20-8647322
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3150 Sabre Drive

Southlake, TX 76092

(Address, including zip code, of principal executive offices)

(682)-605-1000

(Registrant’s telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value	SABR	The NASDAQ Stock Market LLC
6.50% Series A Mandatory Convertible Preferred Stock	SABRP	The NASDAQ Stock Market LLC
(Title of each class)	(Trading Symbol)	(Name of each exchange on which registered)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an 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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 28, 2022, 328,186,374 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.

SABRE CORPORATION

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION		Page No.
Item 1.	Financial Statements:
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	1
	Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2022 and 2021	2
	Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	4
	Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2022 and 2021	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 6.	Exhibits	58

We may use our website, our Twitter account (@Sabre_Corp) and other social media channels as additional means of disclosing information to the public. The information disclosed through those channels may be considered to be material and may not be otherwise disseminated by us, so we encourage investors to review our website, Twitter account and other social media channels. The contents of our website or social media channels referenced herein are not incorporated by reference into this Quarterly Report on Form 10-Q.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SABRE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue	$	657,532	$	419,668	$	1,242,442	$	747,152
Cost of revenue, excluding technology costs	274,245		179,821		497,279		326,582
Technology costs	277,172		261,217		550,902		513,880
Selling, general and administrative	176,308		159,000		343,986		289,613

Operating loss	(70,193)		(180,370)		(149,725)		(382,923)
Other (expense) income:
Interest expense, net	(66,884)		(64,272)		(127,942)		(128,373)
Loss on extinguishment of debt	—		—		(3,533)		—
Equity method income (loss)	186		630		16		(281)
Other, net	(43,937)		(3,199)		147,304		8,432
Total other (expense) income, net	(110,635)		(66,841)		15,845		(120,222)
Loss from continuing operations before income taxes	(180,828)		(247,211)		(133,880)		(503,145)
Provision (benefit) for income taxes	5,390		(1,897)		4,794		2,100
Loss from continuing operations	(186,218)		(245,314)		(138,674)		(505,245)
Loss from discontinued operations, net of tax	(284)		(81)		(150)		(344)
Net loss	(186,502)		(245,395)		(138,824)		(505,589)
Net income attributable to noncontrolling interests	885		459		1,157		943
Net loss attributable to Sabre Corporation	(187,387)		(245,854)		(139,981)		(506,532)
Preferred stock dividends	5,347		5,428		10,693		10,856
Net loss attributable to common stockholders	$	(192,734)	$	(251,282)	$	(150,674)	$	(517,388)

Basic net loss per share attributable to common stockholders:
Loss from continuing operations	$	(0.59)	$	(0.79)	$	(0.46)	$	(1.62)

Net loss per common share	$	(0.59)	$	(0.79)	$	(0.46)	$	(1.62)
Diluted net loss per share attributable to common stockholders:
Loss from continuing operations	$	(0.59)	$	(0.79)	$	(0.46)	$	(1.62)

Net loss per common share	$	(0.59)	$	(0.79)	$	(0.46)	$	(1.62)
Weighted-average common shares outstanding:
Basic	326,573		319,755		325,124		318,700
Diluted	326,573		319,755		325,124		318,700

See Notes to Consolidated Financial Statements

SABRE CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021			2022		2021
Net loss	$	(186,502)	$	(245,395)		$	(138,824)	$	(505,589)
Other comprehensive income (loss), net of tax:


Foreign currency translation adjustments ("CTA")	—		1,110			(1,287)		(3,730)
Retirement-related benefit plans:
Net actuarial gain, net of taxes of $—, $(6,153), $—, $(6,153)	—		21,347			1,671		21,347
Pension settlement, net of taxes of $—, $(973), $—, $(973)	—		3,374			—		3,374
Amortization of prior service credits, net of taxes of $—, $80, $—, $160	(358)		(278)			(716)		(556)
Amortization of actuarial losses, net of taxes of $—, $(488), $—, $(969)	2,210		1,688			3,993		3,363
Net change in retirement-related benefit plans, net of tax	1,852		26,131			4,948		27,528
Derivatives:
Unrealized losses, net of taxes of $—, $29, $—, $30	(18)		(101)			(18)		(104)
Reclassification adjustment for realized losses, net of taxes of $—, $(916), $—, $(1,815)	244		3,189			244		6,316
Net change in derivatives, net of tax	226		3,088			226		6,212
Share of other comprehensive income of equity method investments	(200)		(758)			455		(224)
Other comprehensive income	1,878		29,571			4,342		29,786
Comprehensive loss	(184,624)		(215,824)			(134,482)		(475,803)
Less: Comprehensive income attributable to noncontrolling interests	(885)		(459)			(1,157)		(943)
Comprehensive loss attributable to Sabre Corporation	$	(185,509)	$	(216,283)		$	(135,639)	$	(476,746)

See Notes to Consolidated Financial Statements.

SABRE CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)


	June 30, 2022		December 31, 2021
Assets
Current assets
Cash and cash equivalents	$	992,180	$	978,352
Restricted cash	21,039		21,039
Accounts receivable, net of allowance for credit losses of $50,767 and $58,965	395,920		259,934


Prepaid expenses and other current assets	177,243		121,591
Current assets held for sale	—		21,358
Total current assets	1,586,382		1,402,274
Property and equipment, net of accumulated depreciation of $1,945,973 and $1,912,651	231,956		249,812
Equity method investments	22,498		22,671
Goodwill	2,481,067		2,470,206
Acquired customer relationships, net of accumulated amortization of $790,870 and $771,479	245,147		257,362
Other intangible assets, net of accumulated amortization of $763,776 and $751,917	166,955		183,321
Deferred income taxes	28,266		27,056
Other assets, net	414,465		475,424
Long-term assets held for sale	—		203,204
Total assets	$	5,176,736	$	5,291,330

Liabilities and stockholders’ deficit
Current liabilities
Accounts payable	$	145,619	$	122,934
Accrued compensation and related benefits	103,048		135,974
Accrued subscriber incentives	205,396		137,448
Deferred revenues	89,686		81,061
Other accrued liabilities	185,011		188,706
Current portion of debt	16,730		29,290
Current liabilities held for sale	—		21,092

Total current liabilities	745,489		716,505
Deferred income taxes	32,127		38,344
Other noncurrent liabilities	273,169		297,037
Long-term debt	4,732,532		4,723,685
Long-term liabilities held for sale	—		15,476
Commitments and contingencies (Note 12)
Stockholders’ deficit
Preferred stock, $0.01 par value, 225,000 authorized, 3,290 issued and outstanding as of June 30, 2022 and December 31, 2021; aggregate liquidation value of $329,000 as of June 30, 2022 and December 31, 2021	33		33
Common Stock: $0.01 par value; 1,000,000 authorized shares; 352,943 and 346,430 shares issued, 328,159 and 323,501 shares outstanding at June 30, 2022 and December 31, 2021, respectively	3,529		3,464
Additional paid-in capital	3,169,441		3,115,719
Treasury Stock, at cost, 24,785 and 22,930 shares at June 30, 2022 and December 31, 2021, respectively	(513,462)		(498,141)
Accumulated deficit	(3,200,369)		(3,049,695)
Accumulated other comprehensive loss	(75,945)		(80,287)
Noncontrolling interest	10,191		9,190
Total stockholders’ deficit	(606,582)		(499,717)
Total liabilities and stockholders’ deficit	$	5,176,736	$	5,291,330

See Notes to Consolidated Financial Statements.

SABRE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2022		2021
Operating Activities
Net loss	$	(138,824)	$	(505,589)
Adjustments to reconcile net loss to cash used in operating activities:
Gain on sale of assets and investments	(180,081)		(14,532)
Depreciation and amortization	99,334		140,653

Stock-based compensation expense	53,732		53,904
Loss on fair value of investment	29,520		—
Amortization of upfront incentive consideration	23,785		30,168

Deferred income taxes	(8,600)		(7,292)
Amortization of debt discount and issuance costs	7,003		6,060
Loss on extinguishment of debt	3,533		—
Dividends received from equity method investments	488		698
Provision for expected credit losses	263		(3,914)
Loss from discontinued operations	150		344

Pension settlement charge	—		4,347
Other	3,363		238


Changes in operating assets and liabilities:
Accounts and other receivables	(170,853)		(82,477)
Prepaid expenses and other current assets	(7,658)		(7,301)
Capitalized implementation costs	(7,059)		(9,105)
Upfront incentive consideration	(6,593)		(2,453)
Other assets	33,557		535
Accrued compensation and related benefits	(31,370)		30,924
Accounts payable and other accrued liabilities	73,736		25,157
Deferred revenue including upfront solution fees	10,262		1,175
Cash used in operating activities	(212,312)		(338,460)
Investing Activities
Net proceeds from dispositions	392,268		24,874
Purchase of investment in equity securities	(80,000)		—
Additions to property and equipment	(33,384)		(17,240)
Acquisitions, net of cash acquired	(6,986)		—

Cash provided by investing activities	271,898		7,634
Financing Activities


Payments on borrowings from lenders	(629,479)		(12,590)
Proceeds of borrowings from lenders	625,000		—
Net payment on the settlement of equity-based awards	(15,330)		(22,016)
Dividends paid on preferred stock	(10,693)		(10,856)
Debt prepayment fees and issuance costs	(9,747)		—




Other financing activities	(159)		842
Cash used in financing activities	(40,408)		(44,620)
Cash Flows from Discontinued Operations
Cash used in operating activities	(2,698)		(1,158)

Cash used in discontinued operations	(2,698)		(1,158)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2,652)		(947)
Increase (decrease) in cash, cash equivalents and restricted cash	13,828		(377,551)
Cash, cash equivalents and restricted cash at beginning of period	999,391		1,499,665
Cash, cash equivalents and restricted cash at end of period	$	1,013,219	$	1,122,114

See Notes to Consolidated Financial Statements.

SABRE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

(In thousands, except share data)


	Stockholders’ Deficit
	Preferred Stock			Common Stock			Additional Paid in Capital		Treasury Stock			Retained Deficit		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Stockholders' Deficit
	Shares	Amount		Shares	Amount				Shares	Amount
Balance at December 31, 2021	3,290,000	$	33	346,430,421	$	3,464	$	3,115,719	22,929,668	$	(498,141)	$	(3,049,695)	$	(80,287)	$	9,190	(499,717)
Comprehensive income	—	—		—	—		—		—	—		47,406		2,464		272		50,142
Preferred stock dividends(1)	—	—		—	—		—		—	—		(5,346)		—		—		(5,346)





Settlement of stock-based awards	—	—		3,883,688	39		(9)		1,077,178	(10,300)		—		—		—		(10,270)

Stock-based compensation expense	—	—		—	—		27,605		—	—		—		—		—		27,605


Other	—	—		—	—		—		—	—		—		—		(119)		(119)
Balance at March 31, 2022	3,290,000	$	33	350,314,109	$	3,503	$	3,143,315	24,006,846	$	(508,441)	$	(3,007,635)	$	(77,823)	$	9,343	$	(437,705)
Comprehensive loss												(187,387)		1,878		885		(184,624)
Preferred stock dividends(1)	—	—		—	—		—		—	—		(5,347)		—		—		(5,347)





Settlement of stock-based awards	—	—		2,629,221	26		(1)		777,678	(5,021)		—		—		—		(4,996)

Stock-based compensation expense	—	—		—	—		26,127		—	—		—		—		—		26,127
Other	—	—		—	—		—		—	—		—		—		(37)		(37)


Balance at June 30, 2022	3,290,000	$	33	352,943,330	$	3,529	$	3,169,441	24,784,524	$	(513,462)	$	(3,200,369)	$	(75,945)	$	10,191	$	(606,582)

(1) Our mandatory convertible preferred stock accumulates cumulative dividends at an annual rate of 6.50%.


		Stockholders’ Equity (Deficit)
	Preferred Stock		Common Stock		Additional Paid in Capital			Treasury Stock			Retained Deficit			Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Stockholders' Equity (Deficit)
		Shares	Amount	Shares			Amount			Shares			Amount
Balance at December 31, 2020		3,340,000	33	338,661,960	$	3,387		$	2,985,077	21,365,227	$	(474,790)		$	(2,099,624)	$	(135,957)	$	7,028	$	285,154
Comprehensive loss		—	—	—	—			—		—	—			(260,678)		215		484		(259,979)
Preferred stock dividends(1)		—	—	—	—			—		—	—			(5,428)		—		—		(5,428)

Settlement of stock-based awards		—	—	2,900,693	29			148		764,947	(12,611)			—		—		—		(12,434)

Stock-based compensation expense		—	—	—	—			24,426		—	—			—		—		—		24,426


Balance at March 31, 2021		3,340,000	33	341,562,653	$	3,416		$	3,009,651	22,130,174	$	(487,401)		$	(2,365,730)	$	(135,742)	$	7,512	$	31,739
Comprehensive loss		—	—	—	—			—		—	—			(245,854)		29,571		459		(215,824)
Preferred stock dividends(1)		—	—	—	—			—		—	—			(5,428)						(5,428)

Settlement of stock-based awards		—	—	2,377,690	24			214		714,622	(9,820)					—		—		(9,582)

Stock-based compensation expense		—	—	—	—			29,478		—	—			—		—		—		29,478
Issuance of common stock upon conversion of exchangeable notes		—	—	1,269,497	12			9,813		—	—			—		—		—		9,825
Balance at June 30, 2021		3,340,000	33	345,209,840	3,452			3,049,156		22,844,796	(497,221)			(2,617,012)		(106,171)		7,971		(159,792)

(1) Our mandatory convertible preferred stock accumulates cumulative dividends at an annual rate of 6.50%.

See Notes to Consolidated Financial Statements.

SABRE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General Information

Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation (“Sabre Holdings”). Sabre Holdings is the sole direct subsidiary of Sabre Corporation. Sabre GLBL Inc. ("Sabre GLBL") is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. In these consolidated financial statements, references to “Sabre,” the “Company,” “we,” “our,” “ours” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or the context otherwise requires.

Recent Events—The travel industry continues to be adversely affected by the global health crisis due to the outbreak of the coronavirus ("COVID-19"), including variants, as well as by government directives that have been enacted to slow the spread of the virus. In 2020, we experienced significant decreases in transaction-based revenue in our Travel Solutions segment, including increased cancellation activity beyond what was initially estimated, as well as a reduction in SynXis Software and Services revenue in our Hospitality Solutions segment due to a decrease in transaction volumes as a result of the COVID-19 pandemic. As expected, this pandemic has continued to have a material impact to our consolidated financial results in 2021 and 2022. Despite the continued negative impacts of the COVID-19 pandemic on our business and global travel volumes, as COVID-19 vaccines have continued to be administered and some travel restrictions have been relaxed, we have seen gradual improvement in our key volume metrics during 2021 and 2022. With the continued increase in volumes, our incentive consideration costs are also increasing significantly compared to 2021 and 2020.

The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates. Our air booking cancellation reserve totaled $9 million and $18 million as of June 30, 2022, and December 31, 2021, respectively, as cancellation activity has continued to decline over the year.

We believe our cash position and the liquidity measures we have taken will provide additional flexibility as we manage through the global economic recovery from the COVID-19 pandemic. As a result, we believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months; however, given the magnitude of travel decline and the unknown duration of the COVID-19 impact, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary.

Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2022. The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 18, 2022.

We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity.

The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated.

Use of Estimates—The preparation of these interim financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies that utilize significant estimates and assumptions include: (i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) determination of the fair value of assets and liabilities acquired in a business combination, (iii) the evaluation of the recoverability of the carrying value of long-lived assets and goodwill, (iv) assumptions utilized to test recoverability of capitalized implementation costs and customer and subscriber advances, (v) judgments in capitalization of software developed for internal use, (vi) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities, (vii) estimation of the air booking cancellation reserve, and (viii) the evaluation of the allowance for credit losses. Our use of estimates and the related accounting policies are discussed in the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 18, 2022. Given the uncertainties surrounding the duration and effects of COVID-19, including any variants, we cannot provide assurance that the assumptions used in our estimates will be accurate and the impacts could be material on our cancellation reserves, credit loss provisions and results of operations.

Adoption of New Accounting Standards

In March 2022, the Financial Accounting Standards Board ("FASB") issued updated guidance on derivatives and hedging which allows entities to apply fair value hedging to closed portfolios of prepayable financial assets without having to consider prepayment risk or credit risk when measuring the assets. The amendments allow multiple hedged layers to be designated for a single closed portfolio for financial assets or one or more beneficial interests secured by a portfolio of financial instruments. As a result, an entity can achieve hedge accounting for hedges of a greater proportion of the interest rate risk inherent in the assets included in the closed portfolio, further aligning hedge accounting with risk management strategies. The standard is effective for public entities for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted this standard in the first quarter of 2022 and there was no impact to our consolidated financial statements for the six months ended June 30, 2022 as a result of the adoption.

2. Revenue from Contracts with Customers

Contract Balances

Revenue recognition for a significant portion of our revenue coincides with normal billing terms, including our transactional revenues, Software-as-a-Service ("SaaS") revenues, and hosted revenues. Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities.

The following table presents our assets and liabilities with customers as of June 30, 2022 and December 31, 2021 (in thousands).


Account	Consolidated Balance Sheet Location	June 30, 2022		December 31, 2021
Contract assets and customer advances and discounts(1)	Prepaid expenses and other current assets / other assets, net	$	71,737	$	79,682
Trade and unbilled receivables, net	Accounts receivable, net	395,576		258,800
Long-term trade unbilled receivables, net	Other assets, net	11,967		23,709
Contract liabilities	Deferred revenues / other noncurrent liabilities	139,580		135,273

______________________

(1) Includes contract assets of $11 million for June 30, 2022 and December 31, 2021.

During the six months ended June 30, 2022, we recognized revenue of approximately $17 million from contract liabilities that existed as of January 1, 2022. Our long-term trade unbilled receivables, net relate to fixed license fees billed over the contractual period and recognized when the customer gains control of the software. We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as described further in Note 5. Credit Losses.

Revenue

The following table presents our revenues disaggregated by business (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Distribution	$	431,538	$	218,245	$	774,426	$	370,026
IT Solutions	167,611		155,140		358,721		292,234
Total Travel Solutions	599,149		373,385		1,133,147		662,260
SynXis Software and Services	58,625		44,530		108,359		83,260
Other	7,579		6,221		13,849		9,706
Total Hospitality Solutions	66,204		50,751		122,208		92,966
Eliminations	(7,821)		(4,468)		(12,913)		(8,074)
Total Sabre Revenue	$	657,532	$	419,668	$	1,242,442	$	747,152

We may occasionally recognize revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained. For the six months ended June 30, 2022, the impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period is $25 million, which is primarily due to the recognition of revenue that was previously deferred but became recognizable due to a change in facts and circumstances associated with an IT Solutions customer located in Russia. It is no longer considered probable that this revenue will be reversed and this amount was fully paid by the customer.

Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet. We have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a

subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned from our long-term contracts.

3. Acquisitions and Dispositions

Exercise of option to acquire

In July 2022, we exercised a contractually binding option to acquire the outstanding shares of an entity in the payments industry for a price determined pursuant to an independent valuation process. Our obligation under the agreement is expected to result in a payment of approximately $70 million in August 2022 to the current shareholders. We will consolidate the results of this entity from the date of acquisition, which are not expected to have a material impact on our results of operations in the current year.

AirCentre Disposition

On October 28, 2021, we announced that we entered into an agreement with a third party to sell our suite of flight and crew management and optimization solutions, which represents our AirCentre airline operations portfolio. The assets and liabilities associated with the AirCentre portfolio are presented as held for sale on our consolidated balance sheets as of December 31, 2021. On February 28, 2022, we completed the sale of AirCentre to a third party for cash proceeds of $392 million. The operating results of AirCentre are included within Travel Solutions for all periods presented through the date of sale. The net assets of AirCentre disposed of primarily included goodwill of $146 million, working capital of $17 million, and other assets, net of $25 million. We recorded a pre-tax gain on sale of approximately $180 million, which includes an adjustment recorded in the second quarter of 2022 related to $12 million in contingencies identified in connection with the sale (after-tax $112 million) in Other, net in our consolidated statements of operations for the six months ended June 30, 2022.

In connection with the closing of the transaction, we entered into a Transition Services Agreement ("TSA") with the acquirer, under which we will provide transition services consisting of technology, administrative and other services for up to a twenty-four month period to provide for an orderly transition and facilitate the ongoing operations of the AirCentre business. Consideration received under the TSA is primarily based on a fixed fee for each service provided. To the extent a contract was unable to be assigned by the time of close, we will continue to invoice and collect any relevant consideration and transfer the economic benefit to the acquirer.

4. Income Taxes

For the six months ended June 30, 2022, we recognized $5 million of income tax expense, representing a negative effective tax rate of