<PAGE>
EXHIBIT 99.1
SABRE HOLDINGS CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On October 17, 2000, Sabre Holdings Corporation (the "Parent"),
through its wholly owned subsidiaries, Sabre Inc. and GetThere Acquisition
Corp., completed its acquisition of GetThere Inc. ("GetThere"), pursuant to
the terms of an Agreement and Plan of Merger (the "Merger Agreement") dated
August 28, 2000. The Parent collectively with its wholly owned subsidiaries,
including directly owned Sabre Inc. and indirectly owned GetThere Acquisition
Corp., which merged into GetThere, is referred to herein as the "Company".
Each outstanding share of GetThere Common Stock was purchased or converted
into the right to receive $17.75 per share pursuant to the Merger Agreement.
The Company accounted for the acquisition using the purchase method of
accounting.
The Company purchased GetThere for a total purchase price of
approximately $781 million, consisting of $683 million in cash, $89 million
related to the assumption of GetThere stock options, restricted stock and
warrants and $9 million in transaction costs.
The acquisition was funded by borrowings by the Company under a
Bridge Credit Agreement dated as of October 10, 2000 with Banc of America
Securities LLC, as Co-Lead Arranger and Joint Book Manager, Goldman Sachs
Credit Partners L.P., as Co-Lead Arranger, Joint Book Manager and Syndication
Agent, Morgan Stanley Senior Funding, Inc., as Documentation Agent, Bank of
America, N.A., as Administrative Agent, and the lenders party thereto (the
"Bridge Lenders"). Pursuant to the terms of the Bridge Credit Agreement, the
Bridge Lenders have made available to the Company a $622,800,000 unsecured
revolving credit facility (the "Tranche A Facility") and a $242,200,000
unsecured revolving credit facility (the "Tranche B Facility" and, together
with the Tranche A Facility, the "Bridge Facility"). Proceeds of both the
Tranche A Facility and the Tranche B Facility were used for funding the
purchase of GetThere Common Stock and repayment of the Company's existing
$200,000,000 Bridge Loan Promissory Note dated August 4, 2000. In addition,
the commitments under the Tranche A Facility may be used as a commercial
paper back-up facility. The Bridge Facility will mature on the later of (i)
the date nine months after the closing date of the Bridge Facility or (ii)
such later date as the Bridge Lenders shall agree upon (the "Termination
Date"). It is anticipated that all outstanding amounts under the Bridge
Facility will be repaid on or prior to the Termination Date.
The following unaudited pro forma condensed combined financial
statements give effect to the acquisition of GetThere by the Company. The
unaudited pro forma condensed combined balance sheet is based on the balance
sheet of the Company as of September 30, 2000 and the balance sheet of
GetThere as of July 31, 2000, the end of its latest fiscal quarter prior to
the merger. The unaudited pro forma condensed combined statement of
operations for the year ended December 31, 1999 is based on the statement
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of operations of the Company for its fiscal year ended December 31, 1999, and
the statement of operations of GetThere for its fiscal year ended January 31,
2000. The unaudited pro forma condensed combined statement of operations for
the nine months ended September 30, 2000 is based on the statement of
operations of the Company for the nine month period ended September 30, 2000,
and the results of operations of GetThere for the nine month period ended
July 31, 2000. The results of operations of GetThere for the nine month
period ended July 31, 2000 were derived from the results of operations for
the year ended January 31, 2000, the nine months ended October 31, 1999 and
the six months ended July 31, 2000.
The unaudited pro forma condensed combined balance sheet assumes the
acquisition had taken place at September 30, 2000. Differences between the
balance sheets of GetThere at July 31, 2000 and September 30, 2000, would
have an insignificant impact on the pro forma combined balance sheet. The
unaudited pro forma condensed combined statements of operations assume the
acquisition had taken place on January 1, 1999. Differences resulting from
the combination of different fiscal periods would not have a significant
impact in the pro forma combined results of operations.
For purposes of this presentation, unaudited pro forma adjustments
have been made to the historical financial statements to provide information
as to how the acquisition of GetThere might have affected the results of the
Company. The pro forma information does not purport to be indicative of the
results that would have occurred had the merger actually been in effect for
these periods, or of results which may occur in the future. The unaudited pro
forma condensed combined financial statements should be read in conjunction
with the historical consolidated financial statements and notes thereto of
the Company included in its Annual Report on Form 10-K for the year ended
December 31, 1999 and in its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000, and the financial statements and notes thereto of
GetThere, incorporated herein by reference.
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SABRE HOLDINGS CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
SEPTEMBER 30, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
Sabre Holdings Purchase
Corporation Accounting
September 30, GetThere Inc. Adjustments Pro Forma
2000 July 31, 2000 (Note 2) Combined
------------------ ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and short-term investments $ 166,792 $ 99,103 $ 510,000 (a) $ 92,854
(683,041) (b)
Restricted cash - 696 696
Accounts receivable, net 505,200 4,828 510,028
Prepaid expenses 72,714 2,219 (688) (d) 74,245
Deferred income taxes 25,267 - 25,267
------------------ ----------------- ----------------- -----------------
Total current assets 769,973 106,846 (173,729) 703,090
Property and equipment 550,292 11,540 561,832
Long-term investments 160,526 21,059 181,585
Goodwill and intangible assets, net 261,692 21,670 649,791 (d) 933,153
Other assets, net 293,608 483 294,091
Investment in GetThere Inc. - - 780,961 (b) -
(143,794) (c)
(637,167) (d)
------------------ ----------------- ----------------- -----------------
TOTAL ASSETS $ 2,036,091 $ 161,598 $ 476,062 $ 2,673,751
================== ================= ================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 181,826 $ 1,841 $ 183,667
Notes payable 200,000 - $ 510,000 (a) 710,000
Other accrued liabilities 366,134 12,629 9,230 (b) 387,993
------------------ ----------------- ----------------- -----------------
Total current liabilities 747,960 14,470 519,230 1,281,660
Deferred income taxes 8,931 - 25,305 (d) 34,236
Pensions and other postretirement benefits 104,882 - 104,882
Notes payable 149,000 - 149,000
Other liabilities 41,793 3,334 9,000 (d) 54,127
Minority interest 247,266 - 247,266
STOCKHOLDERS' EQUITY
Common stock 1,315 5 (5) (c) 1,315
Additional paid-in capital 607,314 261,362 (261,362) (c) 607,314
Equity options outstanding - (17,556) 88,690 (b) 66,321
17,556 (c)
(22,369) (d)
Retained earnings (accumulated deficit) 225,391 (100,017) 100,017 (c) 225,391
Less treasury stock at cost (97,761) - (97,761)
------------------ ----------------- ----------------- -----------------
Total stockholders' equity 736,259 143,794 (77,473) 802,580
------------------ ----------------- ----------------- -----------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,036,091 $ 161,598 $ 476,062 $ 2,673,751
================== ================= ================= =================
</TABLE>
See accompanying notes.
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SABRE HOLDINGS CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Sabre
Holdings
Corporation GetThere Inc. Purchase
Year ended Year ended Accounting
December 31, January 31, Adjustments Pro Forma
1999 2000 (Note 3) Combined
--------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
REVENUES
Travel Marketing and Distribution $ 1,481,200 $ 15,452 $ 1,496,652
Outsourcing and Software Solutions 953,419 - 953,419
--------------- ----------------- -----------------
Total revenues 2,434,619 15,452 2,450,071
OPERATING EXPENSES
Cost of revenues
Travel Marketing and Distribution 1,001,925 16,197 $ 4,727 (a) 1,022,849
Outsourcing and Software Solutions 806,635 - 806,635
Selling, general and administrative 253,557 47,557 1,931 (a) 303,045
Amortization of goodwill and intangible
assets - 941 169,733 (b) 170,674
--------------- ----------------- ----------------- -----------------
Total operating expenses 2,062,117 64,695 176,391 2,303,203
--------------- ----------------- ----------------- -----------------
OPERATING INCOME (LOSS) 372,502 (49,243) (176,391) 146,868
OTHER INCOME (EXPENSE)
Interest income (expense) 17,678 1,445 (30,953) (c) (11,830)
Other - net 137,765 (1,094) 136,671
--------------- ----------------- ----------------- -----------------
Total other income (expense) 155,443 351 (30,953) 124,841
--------------- ----------------- ----------------- -----------------
INCOME BEFORE PROVISION FOR INCOME TAXES 527,945 (48,892) (207,344) 271,709
Provision for income taxes 196,038 - (50,244) (d) 145,794
--------------- ----------------- ----------------- -----------------
NET EARNINGS (LOSS) $ 331,907 $ (48,892) $ (157,100) $ 125,915
=============== ================= ================= =================
EARNINGS PER COMMON SHARE (NOTE 4)
Basic $ 2.56 $ 0.97
=============== =================
Diluted $ 2.54 $ 0.95
=============== =================
Weighted average shares used in basic
per share calculations 129,574 129,574
=============== =================
Weighted average shares used in diluted
per share calculations 130,655 1,972 132,627
=============== ================= =================
</TABLE>
See accompanying notes.
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SABRE HOLDINGS CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Sabre GetThere Inc.
Holdings -------------------------------------------------
Corporation Twelve Deduct Nine Add Six Pro forma
Nine months months months months Nine months Purchase
ended ended ended ended ended Accounting
September 30, January 31, October 31, July 31, July 31, Adjustments Pro Forma
2000 2000 2000 2000 2000 (Note 3) Combined
------------- ----------- ------------- ---------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES
Travel Marketing and
Distribution $ 1,341,325 $ 15,452 $ 9,963 $ 14,417 $ 19,906 $ 1,361,231
Outsourcing and Software
Solutions 632,672 - - - - 632,672
------------- ----------- ------------- ---------- --------- -----------
Total revenues 1,973,997 15,452 9,963 14,417 19,906 1,993,903
OPERATING EXPENSES
Cost of revenues
Travel Marketing and
Distribution 837,961 16,197 10,557 13,681 19,321 $ 3,546 (a) 860,828
Outsourcing and Software
Solutions 520,129 - - - - 520,129
Selling, general and
administrative 296,313 47,557 33,226 23,889 38,220 1,448 (a) 335,981
Amortization of goodwill
and intangible assets 48,439 941 479 2,283 2,745 125,260 (b) 176,444
------------- ----------- ------------- ---------- --------- ------------- -----------
Total operating expenses 1,702,842 64,695 44,262 39,853 60,286 130,254 1,893,382
------------- ----------- ------------- ---------- --------- ------------- -----------
OPERATING INCOME (LOSS) 271,155 (49,243) (34,299) (25,436) (40,380) (130,254) 100,521
OTHER INCOME (EXPENSE)
Interest income (expense) (3,613) 1,445 (108) 4,167 5,720 (27,361)(c) (25,254)
Other - net 772 (1,094) (663) - (431) 341
------------- ----------- ------------- ---------- --------- ------------- -----------
Total other income
(expense) (2,841) 351 (771) 4,167 5,289 (27,361) (24,913)
MINORITY INTEREST 23,451 - - - - 23,451
------------- ----------- ------------- ---------- --------- ------------- -----------
INCOME BEFORE PROVISION FOR
INCOME TAXES 291,765 (48,892) (35,070) (21,269) (35,091) (157,615) 99,059
Provision for income taxes 118,326 - - - - (37,102)(d) 81,224
------------- ----------- ------------- ---------- --------- ------------- -----------
NET EARNINGS (LOSS) $ 173,439 $ (48,892)$ (35,070)$ (21,269) $ (35,091) $ (120,513) $ 17,835
============= =========== ============= ========== ========= ============= ===========
EARNINGS PER COMMON SHARE
(NOTE 4)
Basic $ 1.34 $ 0.14
============= ===========
Diluted $ 1.28 $ 0.08
============= ===========
Weighted average shares
used in basic per
share calculations 129,191 129,191
============= ===========
Weighted average shares
used in Diluted per
share calculations 129,584 1,781 131,365
============= ============= ===========
</TABLE>
See accompanying notes.
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SABRE HOLDINGS CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1. GENERAL
The Company will account for the merger with GetThere as a purchase
business combination. The accompanying unaudited pro forma condensed
combined financial statements reflect an aggregate purchase price of
approximately $781 million, consisting of cash paid to GetThere
stockholders, the estimated fair value of GetThere stock options,
restricted stock and warrants assumed by the Company and transaction costs
as follows (in thousands):
<TABLE>
<S> <C>
Cash paid to GetThere stockholders ................ $683,041
Estimated fair value of outstanding stock
options, restricted stock and warrants
assumed ..................................... 88,690
Direct transaction costs and expenses ............. 9,230
--------
$780,961
========
</TABLE>
For purposes of the accompanying unaudited pro forma condensed combined
balance sheet, the aggregate purchase price has been allocated to the net
assets acquired, with the remainder recorded as excess cost over net assets
acquired on the basis of preliminary estimates of fair values. These
preliminary estimates of fair value were determined by the Company's
management. The final allocation of the purchase price will be based on a
complete evaluation of the assets and liabilities of GetThere. Accordingly,
the information presented herein may differ from the final purchase price
allocation.
The estimated fair value of GetThere's approximately 7.6 million
outstanding stock options and 1.3 million warrants assumed was determined
using the Black-Scholes option pricing model with the following weighted
average assumptions: risk-free interest rate of 5.8% to 6.2%, a dividend
yield of 0%, a volatility factor of the expected market price of the
Company's Class A Common Stock of .40, and a weighted average expected life
of .75 to 2.5 years. Approximately 62,000 restricted shares were valued at
$17.75 per share.
The pro forma condensed combined financial statements have not been
adjusted to reflect any cost savings or operating synergies that may be
realized as a result of the merger.
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2. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
The accompanying unaudited pro forma condensed combined balance sheet
assumes the merger with GetThere was consummated on September 30, 2000 and
reflects the following pro forma adjustments:
a. To record borrowings under the Bridge Facility used to fund the
transaction.
b. To record the aggregate cost of the acquisition described in Note 1
above.
c. To eliminate GetThere's historical equity balances.
d. To allocate the purchase price to the assets and liabilities acquired
as follows (in thousands):
<TABLE>
<S> <C>
Working capital .................................. $ 91,688
Property and equipment ........................... 11,540
Marketable securities -- noncurrent .............. 21,059
Other assets ..................................... 483
Goodwill and other acquired intangible
assets ..................................... 671,461
Noncurrent liabilities ........................... (12,334)
Deferred income tax liability, net ............... (25,305)
Unearned compensation for options and
restricted stock ........................... 22,369
---------
$ 780,961
=========
</TABLE>
Other acquired intangible assets includes the estimated value of GetThere's
internet-based business-to-business travel procurement and supply
solutions, which are a fully hosted transaction processing service,
allowing corporations to: research, reserve and ticket the lowest available
airfares, hotel rates and rental car rates from a web-based browser;
enforce compliance with corporate policies; and reduce fees paid to travel
agencies. The GetThere solutions allow airlines to establish online direct
sales and marketing to consumers, sell distressed inventory, automate
redemption of frequent flier miles over the internet and reduce overall
processing costs.
3. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
The accompanying unaudited pro forma condensed combined statements of
operations have been prepared as if the acquisition was consummated on
January 1, 1999 and reflect the following pro forma adjustments:
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a. To record amortization of unearned stock compensation expense as a
result of the assumption of unvested restricted stock and stock
options in connection with the acquisition.
b. To reverse amortization of goodwill and intangible assets recorded by
GetThere and to record amortization of goodwill and intangible assets
resulting from the acquisition over lives ranging from two to four
years.
c. To record interest expense on the additional debt incurred to fund the
acquisition. The rate used to calculate interest expense represents a
monthly LIBOR plus 75 basis points and ranged from 5.65% to 7.41% over
the periods presented. For each 1/8 of 1% increase in interest rates,
the impact would be an increase in annual interest expense of
approximately $650,000.
d. To adjust the provision for income taxes to reflect the impact of the
results of operations of the acquisition and related pro forma
adjustments.
4. PRO FORMA EARNINGS PER COMMON SHARE
Pro forma basic earnings per common share is calculated using the weighted
average common shares outstanding during the periods. Pro forma diluted
earnings per common share also includes the effects of restricted stock,
stock options and warrants assumed in the merger.
The following table sets forth the computation of pro forma basic and
diluted earnings per common share (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Twelve Nine months
months ended
ended September
December 30, 2000
31, 1999
------------- -------------
<S> <C> <C>
Numerator:
Numerator for pro forma basic earnings per common
share - net earnings $125,915 $ 17,835
Incremental amortization of deferred asset
related to options issued to US Airways - (7,426)
------------- -------------
Numerator for pro forma diluted earnings per
common share - adjusted pro forma net earnings $125,915 $ 10,409
============= =============
Denominator:
Denominator for pro forma basic earnings per
common share - weighted-average shares 129,574 129,191
Pro forma dilutive effect of stock awards and
options 3,053 2,174
------------- -------------
Denominator for pro forma diluted earnings per
common share - adjusted weighted-average shares 132,627 131,365
============= =============
Pro forma earnings per common share - basic $ .97 $ .14
============= =============
Pro forma earnings per common share - diluted $ .95 $ .08
============= =============
</TABLE>
12
