Basis of Financial Statements | Basis of Financial Statements The following describes the significant accounting policies of Cannae Holdings, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” "Cannae," "CNNE," or the "Company”), which have been followed in preparing the accompanying Condensed Consolidated Financial Statements. Description of the Business We are engaged in actively managing and operating a group of companies and investments, as well as making additional majority and minority equity portfolio investments in businesses, in order to achieve superior financial performance and maximize the value of these assets. Our primary investments as of March 31, 2021 include our minority ownership interests in Dun & Bradstreet Holdings, Inc. ("Dun & Bradstreet" or "D&B"), Ceridian HCM Holding, Inc. ("Ceridian"), Paysafe Limited ("Paysafe"), Optimal Blue Holdco, LLC ("Optimal Blue"), AmeriLife Group, LLC ("AmeriLife") and QOMPLX, Inc. ("QOMPLX"); majority equity ownership stakes in O'Charley's Holdings, LLC ("O'Charley's") and 99 Restaurants Holdings, LLC ("99 Restaurants"); and various other controlled portfolio companies and minority equity and debt investments. See Note H for further discussion of the businesses comprising our reportable segments. We conduct our business through our wholly-owned subsidiary Cannae Holdings, LLC ("Cannae LLC"), a Delaware limited liability company. Our board of directors ("Board") oversees the management of the Company, Cannae LLC and its businesses, and the performance of Trasimene Capital Management, LLC (“Trasimene” or our “Manager”). Principles of Consolidation and Basis of Presentation The accompanying Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2020. All intercompany profits, transactions and balances have been eliminated. Our investments in non-majority-owned partnerships and affiliates are accounted for using the equity method. Earnings attributable to noncontrolling interests are recorded on the Condensed Consolidated Statements of Operations relating to majority-owned subsidiaries with the appropriate noncontrolling interest that represents the portion of equity not related to our ownership interest recorded on the Condensed Consolidated Balance Sheets in each period. Management Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the fair value measurements (Note C). Actual results may differ from estimates. Recent Developments Dun & Bradstreet On January 8, 2021, D&B completed its acquisition of Bisnode Business Information Group AB (the "Bisnode Acquisition"). In connection with the Bisnode Acquisition, D&B issued an additional 6.2 million shares of its common stock, which resulted in a decrease in our ownership interest in D&B from approximately 18.1% to approximately 17.7%. Alight On January 25, 2021, Foley Trasimene Acquisition Corp. ("FTAC") entered into a business combination agreement with Alight Solutions ("Alight"), a leading cloud-based provider of integrated digital human capital and business solutions (the "FTAC Alight Business Combination"). Under the terms of the FTAC Alight Business Combination, FTAC will combine with Alight and Alight will become a publicly traded entity under the name “Alight, Inc.” and symbol ALIT. The FTAC Alight Business Combination will be funded with the cash held in trust at FTAC, forward purchase commitments, private investment in public equity (“PIPE”) commitments and equity of Alight. Completion of the FTAC Alight Business Combination is subject to approval by FTAC stockholders, the effectiveness of a registration statement to be filed with the SEC in connection with the transaction, and other customary closing conditions of SPAC business combinations, including the receipt of certain regulatory approvals. The FTAC Alight Business Combination is expected to close in the second quarter of 2021. On January 25, 2021, Cannae entered into an agreement to purchase 25,000,000 shares of Alight for $250.0 million as part of a subscription to the PIPE (the "Alight Subscription Agreement"). Upon consummation of the FTAC Alight Business Combination, our aggregate investment in Alight is expected to be $404.5 million, inclusive of Cannae's $150.0 million investment commitment under a forward purchase agreement with FTAC (the "FTAC FPA"), the Alight Subscription Agreement and our previous $4.5 million investment in the sponsor of FTAC, and we expect to receive 44,639,500 shares of common stock of Alight which represents approximately 8.3% of the pro forma outstanding common equity of Alight and 8,026,666 warrants to purchase one share of Alight common stock at $11.50 per share. Alight has agreed to pay us a placement fee of $6.3 million as consideration for our subscription. Paysafe On March 30, 2021, Foley Trasimene Acquisition Corp. II ("FTAC II") completed its previously announced merger with Paysafe Limited ("Paysafe"), a leading integrated payments platform (the "FTAC II Paysafe Merger"), in accordance with the agreement and plan of merger dated December 7, 2020. The newly combined company operates as Paysafe and is traded on the New York Stock Exchange ("NYSE") under the symbol PSFE. The FTAC II Paysafe Merger was funded with the cash held in trust at FTAC II, forward purchase commitments, PIPE commitments and equity of Paysafe. In conjunction with the FTAC II Paysafe Merger, Cannae funded its previously announced investments in Paysafe of (a) $350 million as part of our subscription to the PIPE and (b) $150 million as part of our forward purchase agreement with FTAC II entered into on July 31, 2020. For Cannae’s total investment in Paysafe of $504.7 million, Cannae received 54,294,395 common shares and 8,134,067 warrants of Paysafe (the "Paysafe Warrants"). As of March 31, 2021, Cannae, directly and indirectly through our 15% interest in the sponsor of FTAC II, holds approximately 54 million shares or 7.5% of the outstanding common equity of Paysafe. In connection with the investment in the PIPE, Paysafe paid Cannae a fee of $5.6 million as described in the agreement and plan of merger dated December 7, 2020 which was deducted from the basis of our investment. We account for our investment in common equity of Paysafe as an equity method investment and the Paysafe Warrants as a derivative instrument. See Note C and D for further discussion of our accounting for our investment in common equity of Paysafe. The Paysafe Warrants are included in Other long-term investments and non-current assets on our Condensed Consolidated Balance Sheet as of March 31, 2021. Forward Purchases of Equity of Special Purpose Acquisition Companies On February 25, 2021, we entered into a forward purchase agreement (the "Austerlitz I FPA") with Austerlitz Acquisition Corp. I (“Austerlitz I”), a special purpose acquisition company ("SPAC") whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the "Austerlitz I Initial Business Combination"). Austerlitz is co-sponsored by entities affiliated with William P. Foley II. Under the Austerlitz I FPA, we will purchase an aggregate of 5,000,000 shares of Austerlitz I’s Class A common stock, plus an aggregate of 1,250,000 redeemable warrants to purchase one share of Austerlitz I's Class A common stock at $11.50 per share for an aggregate purchase price of $50.0 million in a private placement to occur concurrently with the closing of the Austerlitz I Initial Business Combination. Additionally, Cannae invested $1.6 million in the sponsor of Austerlitz I for a 10% indirect economic interest in the founder shares and warrants held by the sponsor. The Austerlitz I FPA is contingent upon the closing of the Austerlitz I Initial Business Combination. On February 25, 2021, we entered into a forward purchase agreement (the "Austerlitz II FPA") with Austerlitz Acquisition Corp. II (“Austerlitz II”), a SPAC whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the "Austerlitz II Initial Business Combination"). Austerlitz II is co-sponsored by entities affiliated with the chairman of our Board of Directors ("Board"), William P. Foley II. Under the Austerlitz II FPA, we will purchase an aggregate of 12,500,000 shares of Austerlitz II’s Class A common stock, plus an aggregate of 3,125,000 redeemable warrants to purchase one share of Austerlitz II's Class A common stock at $11.50 per share for an aggregate purchase price of $125.0 million in a private placement to occur concurrently with the closing of the Austerlitz II Initial Business Combination. Additionally, Cannae directly invested $29.6 million for a 20% indirect economic interest in the founder shares held by the sponsor and a direct interest in 19,733,333 private placement warrants of Austerlitz II (the "Austerlitz II Warrants") at the initial public offering. The Austerlitz II FPA is contingent upon the closing of the Austerlitz II Initial Business Combination. Refer to Note C and E for further discussion of our accounting for the Forward Purchase Agreements (as defined in Note C) and the Austerlitz II Warrants. QOMPLX On March 1, 2021, Tailwind Acquisition Corp. ("Tailwind") entered into a business combination agreement to merge with QOMPLX (the "Tailwind QOMPLX Merger"). Completion of the Tailwind QOMPLX Merger is expected to occur in mid-2021, subject to approval by Tailwind’s stockholders and the satisfaction or waiver of other customary closing conditions identified in the business combination agreement entered into by QOMPLX and Tailwind Acquisition Corp. In conjunction with the Tailwind QOMPLX Merger, Cannae entered into an agreement to purchase 4.6 million shares of common stock of the combined company for $37.5 million as part of a subscription to the PIPE (the "Tailwind Subscription Agreement" and together with the Alight Subscription Agreement, the "Subscription Agreements"). Additionally, Cannae funded a convertible note for $12.5 million, of which the principal and accrued interest thereon will convert into common shares of the combined company upon consummation of the Tailwind QOMPLX Merger. Upon consummation of the Tailwind QOMPLX Merger, our aggregate investment in QOMPLX is expected to be $80.0 million, inclusive of Cannae's historical investment in preferred equity of QOMPLX, and we expect to receive approximately 23.7 million shares of common stock of QOMPLX which is expected to represent an approximate 16% ownership interest in QOMPLX. See Note C for further discussion of our accounting for the Tailwind Subscription Agreement. Restaurant Group In March 2021, we received preliminary, non-binding letters of intent to sell materially all of the assets and liabilities of Legendary Baking Holdings I, LLC ("Legendary Baking") and VIBSQ Holdco, LLC ("VIBSQ") and their subsidiaries (the "LOIs") . We currently own 100% of Legendary Baking and VIBSQ. The transactions contemplated by the LOIs are subject to the completion of due diligence by the buyers, receipt of regulatory approvals and other customary conditions. We expect to consummate the sale of Legendary Baking and VIBSQ in fiscal year 2021. See Note J for further discussion. Other Developments On March 1, 2021, we announced that our Board authorized a three On March 31, 2021, we closed on a $32.0 million investment in Sightline Payments LLC ("Sightline"), a fintech company that enables cashless, mobile and omni-channel payment solutions for the gaming, lottery, sports betting, entertainment and hospitality businesses. The investment represents 5.1% of the current outstanding membership interests in Sightline and is accounted for as an equity method investment. See Note C for further discussion of the Company's accounting for investments in unconsolidated affiliates. During the three months ended March 31, 2021, we received distributions of $280.6 million from our joint venture (the "Senator JV") with affiliates of Senator Investment Group, LP. We have no further material ownership interest in the Senator JV. Related Party Transactions During the three months ended March 31, 2021 and 2020, we incurred $7.6 million and $4.2 million, respectively, of management fee expenses payable to our Manager, and in the three months ended March 31, 2021, we incurred $17.1 million of carried interest expense related to monetizations of the Company's investments which are recorded in Other operating expenses on our Condensed Consolidated Statement of Operations. Earnings Per Share Basic earnings per share, as presented on the Condensed Consolidated Statement of Operations, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted loss per share is equal to basic loss per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain shares of restricted stock that have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. Instruments that provide the ability to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. For the three months ended March 31, 2021 and 2020, there were no antidilutive shares of restricted stock outstanding which were excluded from the calculation of diluted earnings per share. Income Tax Our effective tax rate was 17.7% and 19.7% in the three months ended March 31, 2021 and 2020, respectively. The decrease in the effective tax rate in the three-month period ended March 31, 2021 compared to the same period in 2020 was primarily attributable to the increased impact of equity in earnings of unconsolidated affiliates on pretax losses in the three months ended March 31, 2021 compared to the impact of equity in losses of unconsolidated affiliates on pretax earnings in the same period in 2020. We have a Deferred tax liability of $244.8 million as of March 31, 2021 and of $325.3 million as of December 31, 2020. The $80.5 million change in deferred taxes in the three months ended March 31, 2021 is primarily attributable to the tax impact of the fair value markdowns in Ceridian and the Forward Purchase Agreements. Restricted Cash Our Restaurant Group is required to hold cash collateralizing its outstanding letters of credit. Included in Cash and cash equivalents on our Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 is $12.5 million of such restricted cash. Recent Accounting Pronouncements We have completed our evaluation of the recently issued accounting pronouncements and we did not identify any that are expected to, if currently adopted, have a material impact on our condensed consolidated financial statements. |